Exhibit 2.17  Execution
version   Dated 3 November 2006as amended and restated on
      July 2007   AERVENTURE LIMITED (1)
as Borrower
CALYON S.A. (2)
and
KfW
as Lenders  CALYON S.A. (3)
as Security Trustee  CALYON S.A. (4)
as Agent 
  FACILITY AGREEMENT
relating to pre-delivery payments in respect
of up to twelve (12) Airbus A319-100 Aircraft
and eighteen (18) Airbus A320-200 Aircraft


Contents  Clause
  
  Page1
  Purpose
  and definitions
  
  12
  The
  Facility Amount; Conversion Rights
  
  103
  Conditions
  Precedent
  
  114
  Advances
  
  125
  Interest
  and Interest Periods; alternative interest rates
  
  136
  Repayment
  and prepayment; withdrawal of Aircraft from Facility
  
  147
  Expenses;
  VAT; stamp duty
  
  168
  Payments
  and Taxes; accounts and calculations
  
  179
  Representations
  and warranties
  
  1910
  Undertakings
  
  2211
  Equity
  Contribution
  
  2412
  Negative
  Pledge
  
  2413
  [Intentionally
  omitted]
  
  2414
  Events
  of Default and Termination
  
  2415
  Indemnities
  
  2716
  Illegality;
  increased costs; mitigation
  
  2817
  Assignment,
  transfer and lending offices
  
  3018
  Notices
  and other matters
  
  3019
  Governing
  law
  
  3220
  Jurisdiction
  
  32Schedule 1
  The Lenders
  
  34Schedule 2
  Form of Drawdown Notice
  
  35Schedule 3
  Documents and evidence required as conditions precedent
  
  36Schedule 4
  Financial Schedules
  
  38


THIS FACILITY AGREEMENT is dated 3 November 2006 as amended and
restated on        July 2007 (this Agreement) and made BETWEEN:  (1)AERVENTURE LIMITED, a company incorporated and existing under the laws of Ireland having
its registered office at AerCap House, Shannon, County Clare, Ireland (the Borrower);  (2)CALYON S.A.,
a société anonymeestablished and
existing under the laws of France acting through its registered office at 9,
quai du President Paul Doumer, 92920 Paris La Défense, France in its capacity
as Lender;  (3)KfW, a
public law institution established under the laws of Germany and having its
principal place of business at Palmengartenstrasse 5-9, 60325 Frankfurt am
Main, Federal Republic of Germany, in its capacity as a Lender;  (4)CALYON S.A.,
a société anonymeestablished and
existing under the laws of France acting through its registered office at 9,
quai du President Paul Doumer, 92920 Paris La Défense, France in its capacity
as security trustee for and on behalf of the Lenders (in such capacity the Security Trustee which expression shall
include any successor thereto); and  (5)CALYON S.A.,
a société anonymeestablished and
existing under the laws of France acting through its registered office at 9,
quai du President Paul Doumer, 92920 Paris La Défense, France in its capacity
as agent for and on behalf of the Lenders (in such capacity the Agent which expression shall include any
successor thereto).  IT IS AGREED as follows:  1      Purpose
and definitions  1.1Purpose  This Agreement sets out the terms and conditions upon which the Lenders
have agreed to make available to the Borrower a loan facility of up to the
Maximum Loan Amount to be used for the purpose of funding the obligations of
the Borrower to make certain Pre-Delivery Payments due to the Manufacturer
pursuant to the Purchase Agreement.  1.2Definitions  In this Agreement, unless the context otherwise requires:  Additional Advance has
the meaning given to such term in clause 4.4;  Advance means each
borrowing of a portion of the Commitment by the Borrower or (as the context may
require) the principal amount of such borrowing;  AerCap means AerCap
B.V., a company organised and existing under the laws of The Netherlands whose
registered office is at Evert van de Beekstraat 312, 1118 CX Schiphol Airport,
Amsterdam, The Netherlands;  AerCap Holdings means
AerCap Holdings N.V., a naamlooze
vennootschap organised and existing under the laws of The
Netherlands whose registered office is at Evert van de Beekstraat 312, 1118 CX
Schiphol Airport Amsterdam, The Netherlands;  AerCap Ireland means
AerCap Ireland Limited a company incorporated and existing under the laws of
Ireland having its registered office at AerCap House, Shannon, County Clare,
Ireland;  Airbus Letter Agreement
means the letter agreement dated of even date herewith and made between the
Security Trustee, the Borrower and the Manufacturer pursuant to which the  1


Manufacturer has agreed to make an additional credit memorandum
available in respect of certain of the Aircraft, on the specific, and strictly
confidential, terms set out therein;  Aircraft means, subject
to clause 2.3, together (or, if the context so requires, one or more of) the
twelve (12) Airbus A319-100 and eighteen (18) Airbus A320-200 Aircraft which
are the subject of the Purchase Agreement, and references in this Agreement to Aircraft N°1, Aircraft N°2, Aircraft N°3,
Aircraft N°4, Aircraft N°5, Aircraft N°6, Aircraft N°7
, Aircraft N°8, Aircraft N°9, Aircraft N°10, Aircraft
N°11, Aircraft N°12,
Aircraft N°13, Aircraft N°14, Aircraft N°15, Aircraft
N°16, Aircraft N°17,
Aircraft N°18, Aircraft N°19, Aircraft N°20,Aircraft
N°21, Aircraft N°22,
Aircraft N°23, Aircraft N°24, Aircraft N°25, Aircraft
N°26, Aircraft N°27,
Aircraft N°28, Aircraft N°29 and Aircraft N°30 shall be deemed to be
references to each such Aircraft in the order of their respective Delivery
Dates and any reference to an Aircraft herein shall be deemed to include the
Manuals and Technical Records and the Engines which are to be delivered with
such Aircraft;  Applicable Law means, in
relation to:  (a)any jurisdiction, any law, regulation,
regulatory requirement, judgment, order or direction or any other act of any
Government Entity of such jurisdiction; and  (b)the European Union, any law, regulation,
directive, decision, regulatory requirement, judgment, order or direction or
any act of any EU Institution,  with which any Finance Party or the Borrower is required to comply, or
compliance with which is customary by persons carrying on the same business
either in the same jurisdiction(s) as such Finance Party or the Borrower or as
the case may be, in the European Union;  Basel Paper means the
paper entitled International Convergence of Capital Measurement and Capital
Standards dated July 1988 and prepared by the Committee on Banking Regulations
and Supervisory Practices (now the Basel Committee on Banking Supervision) as
amended, modified or varied prior to the date hereof;  Basel II Paper means the
Revised Framework for International Convergence for Capital Measurement and
Capital Standards issued by the Basel Committee on Banking Supervision in June
2004 and the proposals published by the European Parliament and Council
recasting Directives 2000/12/EC and 93/6/EEC (the Capital Requirement
Directives) and as amended and supplemented from time to time prior to the date
hereof;  Borrower Group means the
Borrower and its Subsidiaries from time to time;  Break Funding Costs
means any cost, loss or expense (excluding any loss of Margin) sustained or
incurred by any Lender in maintaining or funding all or any part of the Loan or
in liquidating or re-employing deposits from third parties acquired, or
contracted for, to fund all or any part of the Loan or any other amount owing
to the Lender;  Break Funding Gains
means any net monetary benefit which is actually realised by any Lender in
maintaining or funding all or any part of the Loan or in liquidating or
re-employing deposits from third parties acquired, or contracted for, to fund
all or any part of the Loan or any other amount owing to the Lender;  Business Day means a day
(other than a Saturday or Sunday or holiday scheduled by law) on which banks
are open for business in London, Paris, Amsterdam and New York City;  Business Plan means the
five (5) year business plan of the Borrower as provided by the Borrower to the
Agent prior to the first Drawdown Date;  Buyer Furnished Equipment
means, in respect of any Aircraft, the buyer furnished equipment for that
Aircraft;  2


Capital Adequacy Requirement
means a request or requirement relating to the maintenance of capital,
including one which makes any change to, or is based on any alteration in, the
interpretation of the Basel Paper and/or the Basel II Paper or which increases
the amounts of capital required thereunder, other than, with respect to any
Lender, a request or requirement made by way of implementation of the Basle
Paper and/or the Basel II Paper in the manner in which it is being implemented
at the date hereof by the regulatory authority or authorities supervising such
Lender in the jurisdiction in which such Lender is incorporated or the
jurisdiction through which it is acting for the purposes of this Agreement;  CFM means CFM
International S.A.;  CFM Engine Assignment
means the engine warranties and engine credit assignment entered, or to be
entered, into between the Borrower, the Security Trustee and CFM;  CFM General Terms Agreement
means the general terms agreement, with reference number 9-4196, dated as of 31
August 2006, together with letter agreement no. 1 dated as of 31 August 2006,
in each case between CFM and the Borrower;  Change in Law means any
enactment, introduction, adoption, abolition, making or variation of, or any
change in or in the interpretation, pursuant to a circular issued by a
Government Entity or judgment of a court, of, deletion from or amendment or
addition to, any Applicable Law, in each case, having the force of law in any
jurisdiction;  Commitment means in
relation to the Lenders at any relevant time the Maximum Loan Amount as reduced
by any relevant term of this Agreement and so that, if at such time the
Commitment has been reduced to zero, references to the Commitment shall be
construed as a reference to the Commitment immediately prior to such reduction
to zero;  Conversion Rights means
the conversion rights granted by the Manufacturer to the Borrower pursuant to
the Purchase Agreement;  Converted Aircraft has
the meaning given to such term in clause 2.3.2;  Deed of Amendment means
the deed of amendment and restatement dated
         July 2007 and entered into
between each of the Borrower, the Lenders, the Agent and the Security Trustee
pursuant to which this Agreement has been amended and restated as described
therein;  Default means any Event
of Default or any event or circumstance which would, upon the giving of a
notice by the Agent and/or expiry of the relevant period and/or fulfilment of
any other condition, constitute an Event of Default;  Delivery Date means, in
respect of each Aircraft, the date on which the Manufacturer shall tender such
Aircraft for delivery to the Borrower, or to any other purchaser of such
Aircraft, and the Borrower, or such other purchaser, shall accept the same,
pursuant to and in accordance with the provisions of the Purchase Agreement;  Dollars and $ mean the lawful currency of the United
States of America and in respect of all payments to be made under this Agreement
in Dollars mean funds which are for same day settlement in the New York
Clearing House Interbank Payments System (or such other U.S. dollar funds
as may at the relevant time be customary for the settlement of international
banking transactions denominated in U.S. dollars);  Drawdown Date means each
date on which an Advance is or is to be made hereunder;  Drawdown Notice means a
notice in the form or substantially in the form of schedule 2, duly completed
with particulars of the relevant Advance;  3


Drawdown Period means
the period commencing on the date of this Agreement and ending on whichever is
the earlier of (i) the Final Repayment Date or (ii) the date on which
the Commitment is reduced to zero pursuant to any of clauses 6.3 or 16.1;  Due Date means, in
respect of each Pre-Delivery Payment for an Aircraft, the date on which such
Pre-Delivery Payment is, at the date of this Agreement, scheduled to become due
and payable to the Manufacturer in accordance with the Purchase Agreement, as
set out in schedule 4;  Engines means (i) in
respect of any A319-100 Aircraft, the two CFM 56-5B6/P model (or any improved
or advanced version thereof) aircraft engines or, as the case may be, the two
IAE V2524-A5 model (or any improved or advanced version thereof) aircraft
engines to be delivered with such Aircraft and (ii) in respect of any A320-200
Aircraft means the two CFM 56 5B4/P model (or any improved or advanced version
thereof) aircraft engines or, as the case may be, the two IAE V2527-A5 model
(or any improved or advanced version thereof) aircraft engines to be delivered
with such Aircraft;  Engine Agreements means,
together, the CFM General Terms Agreement and the IAE General Terms Agreement,
and Engine Agreement means
either of them;  Engine Agreement Default
means any event or circumstance which does or would, upon the giving of notice
and/or expiry of the relevant period and/or fulfilment of any other condition,
entitle an Engine Manufacturer to terminate all or part of an Engine Agreement
in accordance with the provisions thereof;  Engine Assignments
means, together, the CFM Engine Assignment and IAE Engine Assignment, and Engine Assignment means either of them;  Engine Manufacturer
means each of CFM and IAE, as the case may be;  Equity Contribution
means, in respect of an Aircraft, each (or the aggregate, as the context may
require) of the amounts specified in column 4 of the relevant paragraph of
schedule 4, subject to any adjustment being made to such amounts pursuant to
clause 11;  Event of Default means
any of the events or circumstances described in clause 14.1;  Excluded Taxes means:  (a)any Tax which is imposed on or suffered by the affected Finance Party,
or payable to the affected Finance Party in respect of a Tax with respect to,
or measured by, the income or capital gain of the affected Finance Party
imposed by:  (i)the jurisdiction through which it is acting for the purposes of the
Relevant Documents, unless it is imposed or suffered in consequence of any
failure by any other party to any Relevant Document to perform any of its
obligations thereunder; or  (ii)any other jurisdiction, other than Ireland and any other jurisdiction
in which the Borrower is at the relevant time incorporated or at the relevant
time has its principal place of business, unless such Tax is imposed or
suffered in consequence of (A) any failure by any other party to any Relevant
Document to perform any of its obligations thereunder, (B) any other connection
between the Borrower and such jurisdiction, and/or (C) any payment by the
Borrower under the Relevant Documents being made from, within or through such
jurisdiction; or  (b)any Tax for which the affected Finance Party has actually been
indemnified in full pursuant to any other provision of any Relevant Document;
or  (c)any Tax to the extent that such Tax would not have been imposed or
suffered, or otherwise would not have arisen, but for any breach by the
affected Finance Party of any  4


of its express obligations under any of the Relevant Documents (but
excluding any breach in consequence of a failure by any other party to a
Relevant Document to perform any of its obligations thereunder); or  (e)any Tax to the extent that such Tax would not have been imposed or
suffered but for any misrepresentation made by the affected Finance Party under
any of the Relevant Documents to which it is a party (but excluding any breach
in consequence of a failure by any other party to any Relevant Document to
perform any of its obligations thereunder); or  (f)any Tax which would not have been imposed or suffered but for a
reasonably avoidable delay or failure by the affected Finance Party in filing
tax computations or returns, or in paying any Tax, which:  (i)it is required by Applicable Law of the jurisdiction through which it
is acting for the purposes of the Relevant Documents to file or, as applicable,
pay; or  (ii)it is required by any other Applicable Law to file or, as applicable,
pay and:  (A)the Borrower (acting reasonably) has requested the affected Finance
Party to make such filing or, as applicable, pay such Tax, and  (B)in the case of the payment of a Tax, other than a Tax which is an
Excluded Tax pursuant to the other provisions of this definition, there has
been advanced to the affected Finance Party sufficient funds to enable it to
pay the Tax in full; or  (g)any Tax which arises solely from an act or omission which constitutes
gross negligence or wilful default by the affected Finance Party;  Fee Letters means the
letters between the Borrower, the Agent and the Security Trustee with respect
to certain fees, costs and expenses payable by the Borrower in connection with
the Relevant Documents;  Final Purchase Price has
the meaning given to such term in the Purchase Agreement Assignment;  Final Repayment Date
means 31 January 2010;  Finance Parties means
the Lenders, the Security Trustee and the Agent and Finance Party shall mean any of them;  Financial Indebtedness
means any indebtedness for or in respect of:  (a)moneys borrowed;  (b)any amount raised by acceptance under any
acceptance credit facility;  (c)any amount raised pursuant to any note
purchase facility or the issue of bonds, notes, debentures, loan stock or any
similar instrument;  (d)the amount of any liability in respect of any
lease or hire purchase contract which would, in accordance with GAAP, be
treated as a finance or capital lease;  (e)receivables sold or discounted (other than
any receivables to the extent they are sold on a non-recourse basis);  (f)any amount raised under any other transaction
(including any forward sale or purchase agreement) having the commercial effect
of a borrowing;  5


(g)any derivative transaction entered into in
connection with protection against or benefit from fluctuation in any rate or
price (and, when calculating the value of any individual derivative
transaction, only the marked to market value of that derivative transaction
shall be taken into account);  (h)any counter-indemnity obligation in respect
of a guarantee, indemnity, bond, standby or documentary letter of credit or any
other instrument issued by a bank or financial institution; and  (i)the
amount of any liability in respect of any guarantee or indemnity for any of the
items referred to in paragraphs (a) to and including (h) above,  but
excluding any counter-indemnity obligation of the nature referred to in
paragraph (h) above and/or any
derivative transaction referred to in paragraph (g) above, in each case, to the
extent that such obligations and liabilities under the corresponding instrument
are fully cash-collateralised.  Government Entity means
(i) any national, state or local government, (ii) any board, commission,
department, division, courts or agency or political sub-division thereof,
howsoever constituted, and (iii) any association, organisation or institution
(international or otherwise) of which any entity mentioned in (i) or (ii) above
is a member or to whose jurisdiction it is subject or in whose activities it is
a participant;  IAE means IAE
International Aero Engines AG;  IAE Engine Assignment
means the engine security assignment entered, or to be entered into, between
the Borrower and the Security Trustee together with the engine consent and
agreement thereto executed by each of the Borrower, the Security Trustee and
IAE;  IAE General Terms Agreement
means the engine general terms agreement dated 10 August 2006 between IAE and
the Borrower;  Inactive Aircraft means
any Aircraft in respect of which no Advances have been made pursuant to this
Agreement;  Instructing Group has
the meaning given to such term in the Trust Deed;  Interest Payment Date
means the last day of an Interest Period;  Interest Period means in
relation to any Advance or the Loan or any part thereof each period for the
calculation of interest in respect of such Advance or the Loan or part thereof
ascertained in accordance with clause 5.2;  Last Scheduled Delivery Date
means, in respect of each Aircraft, the last day of the Scheduled Delivery
Month for such Aircraft;  Lenders means the
institutions named in schedule 1 and includes their respective successors,
permitted Transferees and assigns and Lender
means any one of them;  Lenders Proportion
means, in respect of any Lender, that percentage of the Commitment specified
opposite that Lender in schedule 1 and/or in any Substitution Certificate, as
the same may be reduced or increased pursuant to any Substitution Certificate
and/or further reduced or cancelled pursuant to the terms of this Agreement;  LIBOR means, in relation
to any amount denominated in Dollars and for any period, the rate for deposits
in Dollars for that amount and for that period which is:  (a)appearing on page 3750 (or similar page, if
the Telerate page 3750 is not or no longer available) for Dollars on the
Bridge/Telerate screen at or about 11:00 a.m. (London time) on the Quotation
Date relating to that period; or  6


(b)if (a) does not apply, the arithmetic mean
(rounded to the nearest four decimal places) of the rates, as supplied to the
relevant Agent at its request, quoted by the Reference Banks to leading banks
in the European interbank market, at or about 11:00 a.m. (London time) on the
Quotation Date relating to that period, for the offering of deposits in Dollars
in an amount comparable with that amount and for a period comparable to that
period;  Lien means any
encumbrance or security interest whatsoever, howsoever created or arising,
including any right of ownership, security, mortgage, pledge, assignment by way
of security, charge, lease, lien, statutory right in rem, hypothecation, title
retention arrangement, attachment, levy, claim, right of detention or security
interest whatsoever, howsoever created or arising, or any right or arrangement
having a similar effect to any of the above;  LoadAir means
International Cargo Airlines Company KSC, a joint stock company incorporated in
Kuwait (commercial register number 109323 and registered at the Kuwait Chamber
of Commerce and Industry since 2005 under number 97424 with commercial licence
number Public Shareholder/57/2004) whose registered office is at Free Trade
Zone, Kuwait City 70655, Kuwait;  Loan means the aggregate
principal amount owing to the Lenders under this Agreement at any relevant
time;  Mandatory Prepayment Event
means any of the events or circumstances set out in clause 6.3;  Manuals and Technical Records
means together those records, logs, manuals, technical data and other materials
and documents relating to the Aircraft, together with any amendments thereto,
as shall be or are to be delivered pursuant to the Purchase Agreement;  Manufacturer means
Airbus S.A.S., a Société par Actions
Simplifiéeduly created and existing under French law having its
principal office at 1 rond-point Maurice Bellonte, 31707 Blagnac Cedex, France,
including its successors and assigns, in its capacity as Manufacturer together
with its successors in title and permitted assigns;  Margin means one per
cent (1.00%) per annum;  Maximum Loan Amount
means two hundred and seven million five hundred and thirty six thousand and
one Dollars ($207,536,001);  Maximum Loan Outstanding
means one hundred and sixty million seven hundred and seventy seven thousand
eight hundred and seventy seven Dollars ($160,777,877);  Net Aircraft Price
means, in respect of each Aircraft, the Final Purchase Price for that Aircraft
net of all applicable credit memoranda and including (i) Buyer Furnished
Equipment up to a maximum of six hundred and eighty four thousand six hundred
and twenty three Dollars ($684,623) in respect of any A319-100 Aircraft and
seven hundred and sixty two thousand two hundred and twenty two Dollars
($762,222) in respect of any A320-200 Aircraft and (ii) Specification Change
Notices up to maximum of five hundred thousand Dollars ($500,000) of
Specification Change Notices in respect of any A319-100 Aircraft and five
hundred and seventy thousand Dollars ($570,000) in respect of any A320-200
Aircraft with each of the Dollar figures referenced in this definition being
calculated by reference to economic conditions prevailing as of January 2005
and by reference to a theoretical delivery of the relevant Aircraft in January
2005;  Net Aircraft Price Maximum
means  (a)in respect of any A319-100 Aircraft, thirty
three million Dollars ($33,000,000); and  (b)in respect of any A320-200 Aircraft, thirty
six million five hundred thousand Dollars ($36,500,000),  7


in each case, calculated by reference to, economic conditions
prevailing as of January 2005 and by reference to a theoretical delivery of
such Aircraft in January 2005 and subject to escalation at a maximum rate of
three per cent (3.0%) per annum;  Ownership Letter Agreement
means the letter to be issued by AerCap Ireland in favour of the Security
Trustee pursuant to which AerCap Ireland will issue certain guarantees to the
Security Trustee in respect of the funding of the Borrower and give certain
confirmations in respect of AerCap Irelands ownership of the Borrower, such
letter to be in form and substance satisfactory to the Security Trustee, acting
reasonably;  Pre-Delivery Payments
means, in respect of each Aircraft, the payments to be made to the Manufacturer
in respect of such Aircraft prior to the Delivery Date therefor pursuant to the
Purchase Agreement, as more particularly set out for each Aircraft in schedule
3 to the Purchase Agreement Assignment, and Pre-Delivery
Payment means any one of such payments;  Purchase Agreement means
the purchase agreement dated 30 December 2005 and entered into between the
Borrower and the Manufacturer in relation to the Aircraft;  Purchase Agreement Assignment
means the security assignment relating to the Purchase Agreement entered, or to
be entered into between the Borrower and the Security Trustee, together with
the consent and agreement thereto executed by each of the Borrower, the
Security Trustee and the Manufacturer;  Purchase Agreement Default
means any event or circumstance which does or would, upon the giving of notice
and/or expiry of the relevant period and/or fulfilment of any other condition,
entitle the Manufacturer to terminate all or part of the Purchase Agreement in
accordance with the provisions thereof;  Quotation Date means, in
relation to an Interest Period or other period for which LIBOR is to be
determined, the date which is two Business Days prior to the first day of the
relevant Interest Period or other period or, if such day is not a Business Day,
the immediately preceding Business Day;  Reference Banks means
the London branches of Calyon, BNP Paribas and Société Générale or any
replacement bank nominated by the Agent;  Relevant Documents means
this Agreement, the Purchase Agreement, the Airbus Letter Agreement, each
Engine Assignment, the Purchase Agreement Assignment, the Trust Deed, the Fee
Letters, the Ownership Letter Agreement, the Deed of Amendment and each notice,
acknowledgement, deed, certificate, consent or other document issued pursuant
to any of the foregoing and any other which the Borrower and the Agent agree in
writing shall be a Relevant Document;  Repayment Date means, subject
to clause 8.2 and in respect of any Advance, the earlier of (i) the Delivery
Date for the Aircraft in respect of which such Advance is made, (ii) any date
on which the obligation of the Manufacturer to sell and of the Borrower to
purchase that Aircraft pursuant to the Purchase Agreement is cancelled or
otherwise terminated, (iii) any other date on which the Borrower becomes
obliged to repay or prepay such Advance in accordance with the terms hereof,
and (iv) the Final Repayment Date;  Scheduled Delivery Month
means, in respect of each Aircraft and subject to clause 6.2, the month in
which the delivery thereof is, as at the date of this Agreement, scheduled to
occur, as set out in schedule 4;  Specification Change Notice
or SCN means any Specification
Change Notice issued by the Borrower pursuant to the Purchase Agreement;  Subsidiary means, in
relation to any person, any other person:  8


(a)which is controlled, directly or indirectly, by the first mentioned
person (and, for this purpose, a person shall be treated as being controlled by
another if that other person is able to direct its affairs and/or control the
composition of its board of directors or equivalent body);  (b)more than half the issued share capital of which is beneficially owned,
directly or indirectly, by the first mentioned person;  (c)which is a Subsidiary of another Subsidiary of the first mentioned
person; or  (d)where the beneficial interest of such other person, if it is a trust,
association or other unincorporated organisation, is more than fifty per cent
(50%) owned, directly or indirectly, by the first mentioned person;  Substitution Certificate
has the meaning given to such term in the Trust Deed;  Taxes includes all
present and future taxes (including sales, use, excise, personal property and
other taxes), levies, imposts, duties, fees or governmental or other charges of
whatever nature together with interest thereon and penalties in respect
thereof, and Tax and Taxation shall be construed accordingly;  Transferee has the
meaning given to such term in the Trust Deed; and  Trust Deed means the
trust deed of even date herewith, entered into between the Borrower, the
Lenders, the Agent and the Security Trustee.  1.3Headings  Clause headings and the table of contents are inserted for convenience
of reference only and shall be ignored in the interpretation of this Agreement.  1.4Construction of certain
terms  In this Agreement, unless the context otherwise requires:  1.4.1references to clauses and schedules are to be construed as references
to the clauses of, and schedules to, this Agreement and references to this
Agreement include its schedules;  1.4.2references to (or to any specified provision of) this Agreement or any
other document shall be construed as references to this Agreement, that
provision or that document as in force for the time being and as may be amended
from time to time in accordance with its terms and where consent is, by the
terms of any Relevant Document, required to be obtained as a condition to such
amendment being permitted, with the prior written consent of the relevant
parties;  1.4.3references to a regulation
include any present or future regulation, rule, directive, requirement, request
or guideline (whether or not having the force of law) of any agency, authority,
central bank or government department or any self-regulatory or other national
or supra-national authority;  1.4.4words importing the plural shall include the singular and vice versa;  1.4.5unless otherwise expressly stated, references to a time of day are to
Paris time;  1.4.6references to a person
shall be construed as including references to an individual, firm, company,
corporation, unincorporated body of persons or any Government Entity or any of
its agencies;  9


1.4.7
  
  references to assets include all or part of any
  business, undertaking, real property, personal property, uncalled capital and
  any rights (whether actual or contingent, present or future) to receive, or
  require delivery of, any of the foregoing;1.4.8
  
  references to a guarantee include references to an
  indemnity or other assurance against financial loss including, without
  limitation, an obligation to purchase assets or services as a consequence of
  a default by any other person to pay any Financial Indebtedness and guaranteed shall be construed
  accordingly;1.4.9
  
  references to the equivalent of an amount specified in a
  particular currency (the specified
  currency amount) shall be construed as a reference to the amount
  of the other relevant currency which can be purchased with the specified
  currency amount in the London foreign exchange market at or about 11 a.m.
  London time on the day on which the calculation falls to be made for spot
  delivery as determined by the Lenders; and1.4.10
  
  references to any
  enactment shall be deemed to include references to such enactment as
  re-enacted, amended or extended.2
  
  The Facility Amount; Conversion Rights2.1
  
  Agreement
  to advance LoanThe
  Lenders, relying upon each of the representations and warranties in
  clause 9, agree to lend to the Borrower upon and subject to the terms of
  this Agreement a principal sum of up to the Maximum Loan Amount. The
  obligation of each Lender under this Agreement shall be to make its Lenders
  Proportion of each Advance on the Drawdown Date of such Advance.2.2
  
  Obligations
  severalThe
  obligations of each Lender under this Agreement are several; the failure of
  any Lender to perform such obligations shall not relieve any other Lender,
  the Agent or the Borrower of any of their respective obligations or
  liabilities under this Agreement nor shall the Agent be responsible for the
  obligations of any Lender (except for its own obligations, if any, as a
  Lender) nor shall any Lender be responsible for the obligations of any other
  Lender under this Agreement.2.3
  
  Conversion
  Rights2.3.1
  
  The Finance Parties
  acknowledge that, pursuant to the Conversion Rights, the Borrower has the
  right, on the terms and subject to the conditions set out in the Purchase
  Agreement, to convert an A319-100 Aircraft to an A320-200 Aircraft and vice
  versa.2.3.2
  
  The Finance Parties agree
  to the exercise by the Borrower of the Conversion Rights in the manner
  contemplated by the Purchase Agreement, provided that:  (a)the Borrower shall have given the Agent as
much notice as is practicably possible but in any event not less than ten (10)
Business Days written notice prior to exercising a Conversion Right in respect
of any Aircraft and shall specify the Aircraft which is the subject of such
Conversion Right (a Converted Aircraft);  (b)the Manufacturer shall have provided to the
Borrower (with a copy to the Agent) the revised configuration of the Converted
Aircraft, together with the revised amounts of the relevant Pre-Delivery
Payments for the Converted Aircraft;  (c)unless the Agent (acting on the instructions
of the Instructing Group) shall have otherwise agreed in writing, the exercise
of such Conversion Right shall not cause more than eighty per cent (80%) of the
Aircraft to be of the same type; and  (d)the exercise of such Conversion Right shall
not cause the Maximum Loan Amount to be increased.  10


2.3.3
  
  Following
  the exercise by the Borrower of a Conversion Right in accordance with clause
  2.3.2, the Agent shall deliver to the Borrower a replacement schedule 4.
  Such replacement schedule shall, when agreed by the Agent and the
  Borrower, in the absence of manifest error, be conclusive and binding on the
  parties hereto. Following such agreement by the Agent and the Borrower, all
  references in this Agreement to schedule 4 shall be deemed to be a
  reference to such replacement schedule.3
  
  Conditions Precedent3.1
  
  Documents
  and evidenceThe
  obligation of the Lenders to make the Commitment available shall be subject
  to the conditions that, not later than three (3) Business Days before the day
  on which the Drawdown Notice in respect of the first Advance is given, the
  Agent shall have received the documents and evidence specified in schedule 3
  in form and substance satisfactory to the Security Trustee and the Agent.3.2
  
  Advance
  conditions precedentThe
  obligation of the Lenders to make each Advance is subject to the conditions that
  at the date of the Drawdown Notice and on the Drawdown Date in respect of
  such Advance:3.2.1
  
  the Advance made shall not
  result in the Loan exceeding the Maximum Loan Outstanding;3.2.2
  
  the representations and
  warranties set out in clause 9.1 (other than the representations and
  warranties in clauses 9.1.8 and 9.1.11, and so that the representation
  and warranty in clause 9.1.10 shall for this purpose refer to the then
  latest audited financial statements delivered to the Agent under
  clause 10.1) are true and correct on and as of such dates as if each
  were made with respect to the facts and circumstances existing at such dates;3.2.3
  
  the Agent shall have
  received a Drawdown Notice for such Advance in accordance with clause 4.1;3.2.4
  
  no Default shall have
  occurred; and3.2.5
  
  no Purchase Agreement
  Default or Engine Agreement Default shall have occurred;3.3
  
  The
  obligation of the Lenders to make each Advance is subject to the further
  conditions that, on the Drawdown Date in respect of such Advance:3.3.1
  
  the Agent shall have
  received from the Borrower (i) by 12 noon (Paris time) on the Drawdown Date,
  a copy of the SWIFT message (MT103 or equivalent) in respect of the payment
  of the Equity Contribution corresponding to such Advance and (ii) by 2.00pm
  (Paris time) on the Drawdown Date, payment of the Equity Contribution
  corresponding to such Advance for onward disbursement by the Agent to the
  Manufacturer to the account specified in clause 4.3 on the express
  understanding that the Agent and each Lender waives any rights which it may
  have to set off such amount against any other amounts then owing to the Agent
  or such Lender under any other transaction to which the Agent and the
  Borrower or, as the case may be, the relevant Lender and the Borrower, are
  party and the Agent and each Lender hereby waives any and all such rights;3.3.2
  
  the Finance Parties shall
  have approved the Final Purchase Price of the relevant Aircraft and the Agent
  shall have received written confirmation from the Manufacturer as to the
  Balance of the Final Purchase Price (as defined in the Purchase Agreement
  Assignment) for the relevant Aircraft provided that to the extent that such
  confirmation is contained in the executed consent and agreement of the
  Manufacturer to the Purchase Agreement Assignment, and such executed consent
  and agreement is received by the Agent on or prior to the Drawdown Date for
  the first Advance hereunder, no separate written confirmation shall be
  required in respect of the drawdown of any subsequent Advance;  11


3.3.3
  
  in respect of the drawdown
  of the first Advance for any Aircraft, the Agent shall have received copies
  of the Borrowers bank statements evidencing, to the reasonable satisfaction
  of the Agent, the payment of any and all Equity Contributions made by the
  Borrower to the Manufacturer in respect of that Aircraft prior to the
  Drawdown Date of such first Advance; and3.3.4
  
  any other amounts due and
  owing by the Borrower to any of the Finance Parties under this Agreement or
  otherwise to any party to the Fee Letters, in each case, as at the Drawdown
  Date shall have been paid in full.3.4
  
  Waiver of
  conditions precedentThe
  conditions specified in this clause 3 are inserted solely for the benefit of
  the Lenders and may be waived in whole or in part and with or without
  conditions by the Agent (acting on the instructions of the Instructing Group)
  in respect of the first or any other Advance without prejudicing the right of
  the Lenders to require fulfilment of such conditions in whole or in part in
  respect of any other Advance.4
  
  Advances4.1
  
  DrawdownSubject
  to the terms and conditions of this Agreement an Advance shall be made
  available to the Borrower following receipt by the Agent from the Borrower of
  a Drawdown Notice not later than 12 noon on the third Business Day before the
  proposed Drawdown Date. A Drawdown Notice shall be effective on actual
  receipt by the Agent and, once given, shall, subject as provided in
  clause 5.5.1, be irrevocable. For the avoidance of doubt, the Borrower
  may, subject to the terms and conditions of this Agreement, issue Drawdown
  Notices in respect of one or more Advances to be made on the same Drawdown Date.4.2
  
  Amount4.2.1
  
  Subject
  to clause 4.2.2 and 4.4 each Advance shall be made in respect of one
  Pre-Delivery Payment on or prior to the relevant Drawdown Date, and shall be
  for a maximum amount of the lesser of:(a)  the amount of the relevant
  Pre-Delivery Payment less any relevant Equity Contribution; and(b)  the difference between (i)
  the Maximum Loan Amount and (ii) the aggregate of the amount of the Loan
  immediately prior to the Drawdown Date and the aggregate amount of any other Advances
  to be made by the Lender on or prior to such Drawdown Date.4.2.2
  
  Only
  one Advance may be made in respect of any Pre-Delivery Payment.4.3
  
  Application
  of monies advancedAll
  payments with respect to the Advances shall be made by the Lenders to the
  Agent for further disbursement, without further notice from the Borrower, by
  the Agent to the account of the Manufacturer with Calyon, account no. 31489
  00020 00099175322 91 (or such other account of the Manufacturer with Calyon
  from time to time).4.4
  
  Additional
  AdvanceEach
  of the Finance Parties and the Borrower acknowledge and agree that, prior to
  the amendment and restatement of this Agreement pursuant to the Deed of
  Amendment, the Lenders have made Advances to the Borrower in the aggregate
  amount of thirty million, one hundred and ninety nine thousand, five hundred
  and forty six Dollars point ninety two ($30,199,546.92) in respect of
  Aircraft N°s 1 to 9. In
  connection with the amendment and restatement of this Agreement pursuant to
  the Deed of Amendment, it has been agreed that the  12


Maximum
  Loan Amount will be increased from one hundred and eighteen million, nine
  hundred and twelve thousand, two hundred and eighty two Dollars
  ($118,912,282) to two hundred and seven million, five hundred and thirty six
  thousand and one Dollars ($207,536,001) and consequently the Lenders have
  agreed to permit the Borrower to drawdown an additional Advance (the Additional Advance) in respect of
  Aircraft N°s 1 to 9, such
  Additional Advance being in the amount of eighteen million, three hundred and
  eighty three thousand and ninety six Dollars point twelve ($18,383,096.12).
  The Additional Advance shall be made available following receipt by the Agent
  of a duly completed Drawdown Notice in accordance with clause 4.1 and shall
  constitute an Advance for all purposes of this Agreement. The Borrower
  acknowledges and agrees that the financial schedules set out in schedule 4,
  in so far as they relate to Aircraft N°s
  1 to 9, have been prepared on the basis that the Additional Advance has been
  made.4.5
  
  Termination
  of CommitmentAny
  part of the Commitment undrawn and uncancelled at the end of the Drawdown
  Period shall thereupon be automatically reduced to zero.5
  
  Interest and Interest Periods; alternative interest rates5.1
  
  Normal
  interest rateSubject
  to clause 5.5, the Borrower shall pay interest on each Advance or, as the
  case may be, the Loan in respect of each Interest Period on the relevant
  Interest Payment Date at the rate per annum determined by the Agent to be the
  aggregate of (a) the Margin and (b) three month LIBOR.5.2
  
  Determination
  of Interest PeriodsSubject
  to clause 5.5, each Interest Period shall be determined as follows:  5.2.1subject as otherwise provided in this clause
5.2, each Interest Period in respect of an Advance shall commence on the expiry
of the previous Interest Period therefor and shall have a duration of three (3)
months;  5.2.2the initial Interest Period in respect of
each Advance shall commence on the Drawdown Date therefor and shall end on the
same day as the then current Interest Period for the previous Advance(s) ends;
and  5.2.3if the Interest Period for an Advance would
otherwise overrun a Repayment Date for that Advance, such Interest Period shall
terminate on that Repayment Date.  5.3
  
  Interest
  for late paymentIf
  the Borrower fails to pay any sum (including, without limitation, any sum
  payable pursuant to this clause 5.3) on its due date for payment under this
  Agreement, the Borrower shall pay interest on such sum from the due date up
  to the date of actual payment (after as well as before judgement) at a rate
  and for periods determined by the Agent pursuant to this clause 5.3. The
  period beginning on such due date and ending on such date of payment shall be
  divided into successive periods of not more than one month as selected by the
  Agent each of which (other than the first, which shall commence on such due date)
  shall commence on the last day of the preceding such period. The rate of
  interest applicable to each such period shall be the aggregate (as determined
  by the Agent) of (a) two per cent (2%), (b) the Margin, and (c) LIBOR.
  Interest under this clause 5.3 shall be due and payable on the last day
  of each period determined by the Agent pursuant to this clause 5.3 or,
  if earlier, on the date on which the sum in respect of which such interest is
  accruing shall actually be paid.  13


5.4Notification of Interest
Periods and interest rate  Unless expressly provided for in this Agreement, the Agent shall notify
the Borrower promptly of the duration of each Interest Period or other period
for the calculation of interest (or, as the case may be, default interest) and
of each rate of interest determined under this clause 5.  5.5Market disruption;
non-availability  5.5.1If and
whenever, at any time prior to the commencement of any Interest Period, the
Agent shall have determined (which determination shall, in the absence of
manifest error, be conclusive) that:  (a)adequate and fair means do not exist for
ascertaining LIBOR for such Interest Period; or  (b)deposits in Dollars are not available to the
Lenders in the London Interbank Market in the ordinary course of business in
sufficient amounts to fund the Loan for such Interest Period or that LIBOR does
not accurately reflect the cost to the Lenders of obtaining such deposits,  the Agent shall forthwith give notice (a Determination Notice) to the Borrower. A Determination Notice
shall contain particulars of the relevant circumstances giving rise to its
issue. After the giving of any Determination Notice the undrawn amount of the
Commitment shall not be borrowed until notice to the contrary is given to the
Borrower by the Agent.  5.5.2During the
period of 15 days after any Determination Notice has been given by the Lender
under clause 5.5.1, the Borrower shall enter into negotiations with a view
to agreeing an alternative basis (the Substitute
Basis) for making available or, as the case may be, maintaining the
Loan. The Substitute Basis may (without limitation) include alternative
interest periods, alternative currencies or alternative rates of interest but
shall include a margin above the cost of funds reasonably available to the
Lenders equivalent to the Margin. The Substitute Basis so certified shall be
binding upon the Borrower and shall take effect in accordance with its terms
from the date specified in the Determination Notice until such time as the
Agent notifies the Borrower that none of the circumstances specified in
clause 5.5.1 continues to exist (which the Agent shall do promptly upon
any determination by the Agent that none of such circumstances continues to
exist) whereupon the normal interest rate fixing provisions of this Agreement
shall apply.  5.5.3In the
event that the Borrower and the Agent are unable to agree upon the Substitute
Basis pursuant to the procedure set out in clause 5.5.2, the Substitute Basis
shall be such alternative basis as the Agent shall certify, acting reasonably.  6Repayment and prepayment;
withdrawal of Aircraft from Facility  6.1Repayment  The Borrower shall repay each Advance in full in one instalment on the
Repayment Date for such Advance.  6.2Delivery Date delay  In the event that the Delivery Date for any Aircraft shall not have
occurred on or before the Last Scheduled Delivery Date therefor and provided
that:  6.2.1the Borrower shall have given the Agent as
much notice as is practicably possible but in any event not less than ten (10)
Business Days written notice prior to such Last Scheduled Delivery Date of the
likelihood of such non-occurrence;  6.2.2the Manufacturer shall have certified to the
Borrower (with a copy to the Agent) such non-occurrence and the revised
scheduled Delivery Date for that Aircraft; and  6.2.3such deferral shall not cause the Loan to
exceed the Maximum Loan Outstanding,  14


the
Borrower shall be entitled, subject to the proviso below, by written notice to
the Agent provided not later than three (3) Business Days prior to the
Last Scheduled Delivery Date for that Aircraft, to defer the Repayment Date for
the Advance in respect of that Aircraft. If, following any deferment, the
Delivery Date for an Aircraft is further delayed, provided that the conditions
set out in clauses 6.2.2 and 6.2.3 continue to be satisfied and subject to the
proviso below, the Borrower shall be entitled, by further written notice to the
Agent provided not later than three (3) Business Days prior to the previous
revised scheduled Delivery Date for that Aircraft, to further defer the
Repayment Date for the Advances in respect of that Aircraft.  PROVIDED ALWAYS THAT the Repayment Date for the Advance in
respect of an Aircraft may not be deferred to a date which is later than the
earlier of the date falling three (3) months after the Last Scheduled Delivery
Date for that Aircraft and the Final Repayment Date.  6.3Mandatory Prepayment  Each
of the events and circumstances set out below is a Mandatory Prepayment Event:  6.3.1Seizure: all or substantially all of the
undertaking, assets, rights or revenues of, or shares in, the Borrower are
seized, expropriated, nationalised or compulsorily acquired by or under the
authority of any Government Entity; or  6.3.2Consents and Authorisations: any consent,
authorisation, licence or approval of, or registration with or declaration to
any person required by the Borrower to authorise, or required by the Borrower
in connection with, the execution, delivery, legality, validity, priority,
enforceability, admissibility in evidence or effectiveness of this Agreement or
any other Relevant Document or the performance by the Borrower of any of its material
obligations thereunder is modified in a manner which is, will or is likely to
be materially prejudicial to the rights, interests or position of the Lenders
or is not granted or is revoked, withdrawn or terminated or expires or is not
renewed or otherwise ceases to be in full force and effect in each case as a
result of an act or omission of the Borrower and such modification, failure to
grant, revocation, withdrawal, termination, expiry, non-renewal or cessation,
if capable of remedy, is not remedied within fifteen(15) Business Days of the
occurrence thereof; or  6.3.3Purchase Agreement and Engine Agreements: the
Purchase Agreement or any Engine Agreement is terminated or cancelled for any
reason or otherwise ceases to constitute the legal, valid and binding
obligations of the parties thereto; or  6.3.4Breach of Ownership Letter Agreement: AerCap
Ireland fails to honour any demand made under any of the guarantees contained
in the AerCap Ireland Ownership Letter or otherwise breaches any of the provisions
of the Ownership Letter Agreement. Following the occurrence of a Mandatory Prepayment Event the Agent may demand
repayment of the Loan and, if the Agent does demand that repayment, on the date
specified in that demand (which will not be earlier than the immediately
succeeding Business Day):  (a)the Lenders obligations to make available
the Commitment shall be terminated whereupon the Lenders shall be discharged
from their obligation to make further Advances; and  (b)the Loan and all interest accrued and all
other sums payable under this Agreement shall become immediately due and
payable forthwith.  6.4Voluntary Prepayment  6.4.1Subject to the receipt by the Agent of at
least five (5) Business Days notice from the Borrower (such notice being irrevocable),
the Borrower shall have the right to prepay on any Interest Payment Date:  (a)the Loan or the Advance in respect of any
Aircraft, in each case in full; and/or  15


(b)the Loan or the Advance in respect of any
Aircraft, in each case in part in integral multiples of five million Dollars
($5,000,000).  6.4.2The Borrower shall also have the right to
prepay the Advance in respect of an Aircraft and/or the Loan on any date which
is not an Interest Payment Date subject to the same conditions with respect to
notice and, in the case of any prepayment in part of the Loan or the Advance in
respect of any Aircraft, the minimum amount of such prepayment set out in
clause 6.4.1 being satisfied.  6.4.3Any prepayment under clause 6.3,
clause 6.4.1, clause 16.2 or any other provision of this Agreement shall
be made together with (a) accrued interest to the date of prepayment;
(b) any additional amount payable under clauses 8.3.1, 15.1 and/or 15.3;
and (c) all other sums then due and payable by the Borrower to the Finance
Parties under this Agreement.  6.5Effect of prepayment  No
amount prepaid may be reborrowed and, in the case of any prepayment of the Loan
in part pursuant to clause 6.4.1(b), any amount prepaid shall be applied in
reducing the repayment instalments under clause 6.1 in inverse order of
the dates on which such repayment instalments are due. For the avoidance of
doubt, the Maximum Loan Amount shall not be increased by reason of such
prepayment.  6.6No other prepayment  The
Borrower may not prepay any Advance, the Loan or any part thereof save as
expressly provided for in this Agreement.  6.7Reduction of Commitment in
respect of Inactive Aircraft  The
Borrower shall have the right, which may be exercised at any time by the
Borrower giving written notice to the Agent and the Security Trustee, to
withdraw any Inactive Aircraft specified in such notice from the scope of this
Agreement. In the event that the Borrower issues any such written notice, the Inactive
Aircraft specified therein shall immediately cease to be Aircraft for the
purposes of this Agreement; the undrawn and uncancelled Commitment shall
immediately be reduced by the amount of the Advances which the Borrower would
otherwise have been entitled to draw in respect of such Inactive Aircraft and
the Assigned Rights (as defined in the Purchase Agreement Assignment) in
respect of such Aircraft shall automatically, and without further act, be
re-assigned to the Borrower in accordance with clause 4.3 of the Purchase
Agreement Assignment.  7Expenses; VAT; stamp
duty  7.1Expenses  The
Borrower shall pay to the Agent on demand:  7.1.1all reasonable costs and expenses (including,
but not limited to, legal and out-of-pocket expenses) incurred by the Finance
Parties in connection with the negotiation, preparation, execution and
implementation of this Agreement and the other Relevant Documents, as evidenced
to the Borrower in writing by the relevant Finance Party;  7.1.2all reasonable costs and expenses (including
legal and out-of-pocket expenses) incurred by the Finance Parties in connection
with any amendment or extension of, or the granting of any waiver or consent
under, this Agreement or any of the other Relevant Documents, as evidenced to
the Borrower in writing by the relevant Finance Party; and  7.1.3all costs and expenses (including legal and
out-of-pocket expenses and, in the case of the Agent and the Security Trustee
only, including all reasonable expenses referable to the cost of management time
following the occurrence of an Event of Default) properly incurred by the
Finance Parties in contemplation of, or otherwise in connection with, the
enforcement or  16


attempted
enforcement of, or preservation or attempted preservation of any rights under,
this Agreement or any of the other Relevant Documents, together with interest
at the rate referred to in clause 5.3 from the date on which such expenses
were incurred to the date of payment (after as well as before judgement).  7.2Value added tax  All
fees, costs, losses and expenses payable by the Borrower under this
clause 7, clause 16, clause 17 or any other provision of this Agreement
and the other Relevant Documents shall be paid together with an amount equal to
any value added or equivalent Tax (but excluding Excluded Taxes) payable by the
relevant Finance Party in respect of such fees, costs, losses and expenses, in
addition to any other sum agreed to be paid by the Borrower under this
Agreement and the other Relevant Documents.  7.3Stamp and other duties  The
Borrower shall pay all stamp, registration or other documentary duties or Taxes
(including any registration, documentary duties or Taxes payable by, or
assessed on, a Finance Party but excluding Excluded Taxes) imposed on or in
connection with this Agreement, any other Relevant Document, the Loan or any
Advance and shall indemnify the Finance Parties on written demand by the
relevant Finance Party against any liability arising by reason of any delay or
omission by the Borrower to pay such duties or Taxes (other than Excluded
Taxes).  8Payments and Taxes;
accounts and calculations  8.1No set-off or counterclaim;
distribution to the Lenders  All
payments to be made by the Borrower under this Agreement shall be made in full,
without any set-off or counterclaim whatsoever and, subject as provided in
clause 8.3.1, free and clear of any deductions or withholdings, in Dollars
(except for costs, fees and expenses which shall be payable in the currency in
which they are incurred) on the due date to the account of the Agent with
Calyon Americas New York (CRLYUS33) in favour of Calyon Paris (SWIFT Code:
BSUIFRPPXXX), account number 0100383000100, under reference DTB/FS AerVenture
PDP, or such other account as the Agent may upon not less than five (5)
Business Days written notice from time to time notify to the Borrower. Save
where this Agreement specifically provides for a payment to be made for the
account of a particular Lender, in which case the Agent shall distribute the
relevant payment to the Lender concerned, or where such payment is made to the
Agent or to the Security Trustee for its own account, payments to be made by
the Borrower under this Agreement shall be for the account of all the Lenders
and the Agent shall forthwith distribute such payments in like funds as are
received by the Agent to the Lenders rateably in accordance with their
respective Lenders Proportions.  8.2Non-Business Days  Whenever
any amount hereunder shall become due on a date which is not a Business Day,
the due date therefor shall be the next succeeding Business Day unless such day
falls within the next calendar month, in which case it shall be due and payable
on the immediately preceding Business Day and any amount of interest payable on
such due date shall be adjusted.  8.3Grossing-up for Taxes  8.3.1If at any time the Borrower is required to
make any deduction or withholding in respect of Taxes from any payment due
under this Agreement for the account of a Finance Party, the sum due from the
Borrower in respect of such payment shall be increased to the extent necessary
to ensure that, after the making of such deduction or withholding, the relevant
Finance Party receives on the due date for such payment (and retains, free from
any liability in respect of such deduction or withholding) a net sum equal to
the sum which it would have received had no such deduction or withholding been
required to be made and the Borrower shall indemnify the relevant Finance Party
against all losses, costs and expenses incurred by it by reason of any failure
of the Borrower to make any such deduction or withholding or by reason of any
increased  17


payment
not being made on the due date for such payment. The Borrower shall promptly
deliver to the relevant Finance Party any receipts, certificates or other proof
evidencing the amounts (if any) paid or payable in respect of any such
deduction or withholding.  8.3.2If the Borrower makes a payment under clause
8.3.1 and the relevant Finance Party determines that it has received or been
granted a credit against or relief or remission for, or repayment of, any Tax
paid or payable by it in respect of or which takes account of the deduction,
withholding or other matter giving rise to such payment by the Borrower, the
relevant Finance Party shall, to the extent it determines that it can do so
without prejudice to the retention of the amount of such credit, relief,
remission or repayment, pay to the Borrower such amount as the relevant Finance
Party shall have determined to be attributable to such deduction or withholding
or other matter and which shall leave the relevant Finance Party (after such
payment), in an after-Tax position which it determines to be no better or worse
than it would have been in if the Borrower had not been required to make such
deduction or withholding or such other matter had not arisen. Nothing herein
contained shall:  (a)interfere with the right of the relevant
Finance Party to arrange its Tax or other affairs in whatever manner it thinks
fit;  (b)oblige the relevant Finance Party to disclose
any information relating to its Tax or other affairs or any computations in
respect thereof;  (c)require the relevant Finance Party to do anything
that it determines would or may prejudice its ability to benefit from any other
credit, relief, remission or repayment to which it may be entitled; or  (d)require the relevant Finance Party to give
any priority as to the order in which it claims credits, relief, remissions and
repayments or in which it allocates to any person or liability or class of
persons or liabilities any credit, relief, remission or repayment.  8.3.3If the relevant Finance Party makes any
payment to the Borrower pursuant to clause 8.3.2 and such payment is
subsequently reviewed by internal auditors to that Finance Party, acting in
good faith and as experts, that the credit, relief, remission or repayment in
respect of which such payment was made was not available or has been withdrawn
or that it is unable to use such credit, relief, remission or repayment in
full, the Borrower shall reimburse the relevant Finance Party such amount as
the relevant Finance Party determines, in its sole opinion, is necessary to
place it in the same after-Tax position as it would have been in if such
credit, relief, remission or repayment had been obtained and fully used and
retained by the relevant Finance Party.  8.4General Tax indemnity  The
Borrower shall indemnify the relevant Finance Party against the actual amount
of all Taxes (other than Excluded Taxes) imposed or asserted by any Government
Entity or other competent authority against the relevant Finance Party with
respect to: (a) the facility hereunder granted to the Borrower, the Loan, any
Advance or the transactions contemplated by the Relevant Documents (or any of
them) or (b) the Aircraft or the purchase, ownership or delivery thereof or (c)
the Borrower engaging in business in, having or having had an office, branch or
permanent establishment in, or being or having been a citizen or resident of,
or domiciled in, or incorporated or created in or under the Applicable Laws of,
the jurisdiction imposing such Taxes.  8.5Partial payments  If,
on any date on which a payment is due to be made by the Borrower under this
Agreement, the amount received from the Borrower falls short of the total
amount of the payment due to be made by the Borrower on such date then, without
prejudice to any rights or remedies available to the relevant Finance Party
under this Agreement, the relevant Finance Party shall apply the amount
actually received from the Borrower, or from the exercise of its rights and
powers under the Relevant Documents at any time thereafter, in or towards
discharge of the obligations of the  18


Borrower
under this Agreement and the other Relevant Documents in such order as
circumscribed by the Trust Agreement, notwithstanding any appropriation made,
or purported to be made, by the Borrower.  8.6Calculations  All
interest and other payments of an annual nature under this Agreement shall
accrue from day to day and be calculated on the basis of actual days elapsed
and a 360 day year. In calculating the actual number of days elapsed in a
period which is one of a series of consecutive periods with no interval between
them or a period on the last day of which any payment falls to be made in
respect of such period, the first day of such period shall be included but the
last day excluded.  8.7Certificates conclusive  Any
certificate or determination of the Lenders as to any rate of interest or any
amount payable under this Agreement shall, in the absence of manifest error, be
conclusive and binding, as to the amount from time to time owing by the Borrower
under this Agreement.  8.8Excluded Taxes  The
provisions of clauses 7.2, 7.3, 8.3 and 8.4 shall not apply, and the Borrower
shall have no liability to any Indemnitee in respect of, any Tax or any
increased payment which is an Excluded Tax.  9Representations and
warranties  9.1The Borrower represents and warrants to the
Finance Parties that:  9.1.1Due incorporation  the
Borrower is duly incorporated and validly existing under the laws of Ireland as
a limited liability company and has power to carry on its business as it is now
being conducted and as contemplated by the Relevant Documents and to own its
property and other assets;  9.1.2Corporate power to borrow  the
Borrower has power to execute, deliver and perform its obligations under the
Relevant Documents to which it is a party and to borrow the Commitment; all
necessary corporate, shareholder and other action has been taken to authorise
the execution, delivery and performance of the same and no limitation on the
powers of the Borrower to borrow shall be exceeded as a result of borrowings
under this Agreement;  9.1.3Binding obligations  this
Agreement and the other Relevant Documents constitute valid and legally binding
obligations of the Borrower enforceable in accordance with their respective
terms except as the same may be limited by applicable principles of equity,
bankruptcy, insolvency, moratorium or other similar laws affecting creditors
rights generally and subject to the qualifications set out in the legal
opinions to be provided to the Finance Parties in accordance with this
Agreement;  9.1.4Pari passu status  the
obligations of the Borrower under this Agreement and the other Relevant
Documents to which it is a party are direct, general and unconditional
obligations of the Borrower and rank at least pari passu with all other present
and future unsecured and unsubordinated obligations (including contingent
obligations) of the Borrower, with the exception of any such obligations which
are mandatorily preferred by law and not by contract;  19


9.1.5No
conflict with other obligations  the execution and delivery of, the borrowing of the Commitment under,
the performance of its obligations under, and compliance with the provisions
of, the Relevant Documents to which the Borrower is a party by the Borrower
shall not (i) contravene any existing Applicable Law or any judgement, decree
or permit to which the Borrower is subject, (ii) conflict with, or result
in any breach of any of the terms of, or constitute a default under, any
agreement or other instrument to which the Borrower is a party or is subject or
by which it or any of its property is bound, (iii) contravene or conflict
with any provision of the Borrowers constitutional documents or
(iv) result in the creation or imposition of or oblige the Borrower to
create any Lien on any of the Borrowers undertaking, assets, rights or
revenues except to the extent provided for in the Relevant Documents;  9.1.6Consents
obtained  every consent, authorisation, licence or approval of, or registration
with or declaration to, any Government Entity required by the Borrower to
authorise, or required by the Borrower in connection with, the execution,
delivery, validity, enforceability, priority or admissibility in evidence of
this Agreement and the other Relevant Documents to which the Borrower is a
party or the performance by the Borrower of its obligations under this
Agreement and the other Relevant Documents to which the Borrower is a party has
been obtained or made and is in full force and effect and there has been no
default in the observance of the conditions or restrictions (if any) imposed
in, or in connection with, any of the same;  9.1.7No
filings required  Save for the Engine Assignments and the Purchase Agreement Assignment
in respect of each of which particulars thereof must be filed with the Irish
Registrar of Companies in accordance with section 99 of the Irish Companies Act
1963 (as amended) within twenty one days after the creation of the security
thereunder, it is not necessary to ensure the legality, validity,
enforceability, priority or admissibility in evidence of this Agreement or any
other Relevant Document (or any of them) that it or any other instrument be
notarised, filed, recorded, registered or enrolled in any court, public office
or elsewhere under any Applicable Law or that any stamp, registration or
similar tax or charge be paid under any Applicable Law on or in relation to
this Agreement or any other Relevant Document (or any of them) and this
Agreement and the other Relevant Documents are in proper form for their
enforcement in the English courts (or, if any such action is necessary, it has
taken such action);  9.1.8No
litigation  no litigation, arbitration or administrative proceeding is taking
place, pending or, to the knowledge of the officers of the Borrower, threatened
against the Borrower that could reasonably be expected to have a material
adverse effect on the ability of the Borrower to perform its obligations under
the Relevant Documents to which it is a party;  9.1.9No
defaults  the Borrower is not (nor would with the giving of notice or lapse of
time or the satisfaction of any other condition or any combination thereof be)
in breach of or in default under any agreement relating to Financial
Indebtedness to which it is a party or by which it may be bound and no other
Default has occurred and is continuing;  9.1.10Financial
statements correct and complete  the opening accounts and financial statements of the Borrower have been
prepared in accordance with generally accepted accounting principles and
practices in Ireland which have been consistently applied and present fairly
and accurately the financial position of the Borrower as at such date and the
results of the operations of the Borrower for the financial year ended on such
date and, as at such date, the Borrower did not have any significant  20


actual liabilities or any losses which are not disclosed by, or
reserved against or provided for in, such financial statements;  9.1.11No
material adverse change  there has been no material adverse change in the financial position of
the Borrower from that set forth in the financial statements referred to in
clause 9.1.10;  9.1.12Choice
of law  the choice by the Borrower of English law to govern this Agreement and
the other Relevant Documents to which it is a party other than the CFM Engine
Assignment and of New York law to govern the CFM Engine Assignment and the
submissions to jurisdiction by the Borrower as provided herein and therein are
valid and binding;  9.1.13No
immunity  the Borrower, under applicable law, is subject to private commercial
law and suit, and neither the Borrower nor its properties or assets have any
right of immunity from suit or execution on the grounds of sovereignty in its
state of incorporation or any other jurisdiction or on any other grounds.  9.1.14No
withholding Taxes  no Taxes are imposed by withholding or otherwise on any payment to be
made by the Borrower under this Agreement or any other Relevant Document (or
any of them) and no Taxes are imposed on or by virtue of the execution or
delivery by the Borrower of this Agreement or any other Relevant Document to
which it is a party (or any of them) or any document or instrument to be
executed or delivered thereunder; and  9.1.15Compliance
with consents and licences  every consent, authorisation, licence or approval required by the
Borrower in connection with the conduct of its business and the ownership, use,
exploitation or occupation of its property and assets has been obtained and is
in full force and effect and there has been no default in the observance of the
conditions and restrictions (if any) imposed in, or in connection with, any of
the same which would or may have an adverse effect on the ability of the
Borrower to perform its obligations under the Relevant Documents.  9.2Each
Lender represents and warrants that:  9.2.1  (a)it
is and will continue to be (for so long as it is entitled to receive any
payment from the Borrower under this Agreement) a body corporate which is
resident for the purpose of tax in a Member State of the European Union (other
than the Republic of Ireland) or any jurisdiction which has a double tax treaty
with the Republic of Ireland; and  (b)interest
under this Agreement is not and will not be paid to it in connection with a
trade or business which is carried on by it in the Republic of Ireland through
a branch or agency in the Republic of Ireland; or  9.2.2it
is and will continue to be (for so long as it is entitled to receive any
payment from the Borrower under this Agreement) a bank carrying on a bona fide
banking business in the Republic of Ireland within the meaning of Section 246
of the Irish Taxes Consolidation Act 1997.  21


10Undertakings  10.1The Borrower undertakes with each Finance Party that, from the date of
this Agreement and so long as any moneys are owing under this Agreement or
remain available for drawing by the Borrower, it shall:  10.1.1Notice
of Default  promptly upon becoming aware of the same inform the Agent of any
occurrence which might adversely affect its ability to perform its obligations
under this Agreement and the other Relevant Documents to which it is a party
and of any Default or Purchase Agreement Default and, if so requested in
writing by the Agent from time to time, confirm to the Agent in writing that,
save as otherwise stated in such confirmation, no Default or Purchase Agreement
Default has occurred and is continuing;  10.1.2Consents
and licences  without
prejudice to clauses 3 and 9.1, obtain or cause to be obtained, maintain
in full force and effect and comply in all material respects with the
conditions and restrictions (if any) imposed in, or in connection with, every
consent, authorisation, licence or approval of, or registration with or
declaration to, any Government Entity with which it is required to comply in
connection with the execution, delivery, validity, enforceability, priority and
admissibility in evidence of this Agreement and the other Relevant Documents
and the performance of its obligations thereunder and do, or cause to be done,
all other acts and things which may from time to time be necessary or desirable
under Applicable Law for the continued due performance of all its obligations
under this Agreement;  10.1.3Use
of proceeds  use
the proceeds of drawings under this Agreement exclusively for the purpose
specified in clause 1.1;  10.1.4Pari
passu  ensure that its obligations under this Agreement shall, without prejudice
to the provisions of clause 6.3.4 of the Purchase Agreement Assignment, at
all times rank at least pari passu with all its other present and future
Financial Indebtedness (save and only to the extent that such Financial
Indebtedness is secured) with the exception of any obligations which are
mandatorily preferred by law and not by contract;  10.1.5Financial
statements  deliver or cause to be delivered to the Security Trustee as soon as
reasonably practicable after the same are available:  (a)and
in any event within one hundred and eighty (180) days after the end of the
Borrowers financial year, a copy of the Borrowers audited unconsolidated
financial accounts for the relevant financial year;  (b)and
in any event within one hundred and eighty (180) days after the end of AerCap
Holdings financial year, a copy of AerCap Holdings audited consolidated
financial accounts for the relevant financial year;  (c)and
in any event within ten (10) months after the end of AerCap Irelands financial
year, a copy of AerCap Irelands unaudited consolidated financial accounts for
the relevant year;  (d)and
in any event within forty five (45) days after the end of each quarterly
accounting period of the Borrower and AerCap Holdings, a copy of the Borrowers
and AerCap  22


Holdings unaudited consolidated management
accounts for the relevant quarterly period,  provided
that the Borrower shall have no obligation pursuant to this clause 10.1.5 to
the extent that such accounts are published on the AerCap website, within the
applicable time periods specified above,  in
each case, prepared in accordance with US, Dutch or Irish GAAP;  10.1.6Delivery
of reports  deliver to the Agent, in each case at the time of issue thereof, every
report, circular, notice or like document issued by the Borrower to its
principal creditors generally;  10.1.7Provision
of further information  provide the Agent with such financial and other information concerning
the Borrower, the shareholders in the Borrower and their respective affairs,
and such information concerning the Aircraft and the Purchase Agreement, as the
Agent may from time to time reasonably request in the context of the Relevant
Documents and the transactions contemplated thereby;  10.1.8Compliance
with Applicable Laws  comply with the terms and conditions of all Applicable Laws which are
relevant to the carrying on of its business and the performance of its
obligations under the Relevant Documents;  10.1.9Filings
and Further Assurance  take such action and execute such additional documentation at its own
cost and expense as is reasonably required by the Agent to ensure the legality,
validity, enforceability and admissibility in evidence of any of this Agreement
or any other Relevant Document to which it is a party or perfect any or all
security interests granted to any Finance Party pursuant to a Relevant Document
or any other instrument related thereto including without limitation in
circumstances where any of the same require to be notarised, filed, recorded,
registered or enrolled in any court, public office or elsewhere under any
Applicable Law or where any stamp, registration or similar tax or charge is
required to be paid under any Applicable Law on or in relation thereto;  10.1.10Corporate
existence  maintain its existence as a limited liability
company existing under the laws of Ireland and inform the Agent immediately and
furnish it with all necessary evidence of any change in its legal form, type
and qualification to transact business as a legal entity and of any material
change in its business activities or in the legal and corporate documents
regulating its activities;  10.1.11Buyer
Furnished Equipment and Modification  pay in full, on or prior to the Scheduled Delivery Date for each
Aircraft, for:  (a)all
buyer furnished equipment installed or to be installed on that Aircraft prior
to the Delivery Date; and  (b)the
cost of any modification to that Aircraft which it may undertake or request the
Manufacturer or any other person to undertake prior to the Delivery Date; and  10.1.12No
dividends  23


not, and shall ensure that no member of the Borrower Group shall,
declare, make or pay any dividend, charge, fee or other distribution (or
interest on any unpaid dividend, charge, fee or other distribution) (whether in
cash or in kind) on or in respect of its share capital (or any class of its
share capital).  11Equity Contribution  11.1Details
of the Equity Contribution payable by the Borrower in respect of each Aircraft
are set out in column 4 of schedule 4.  11.2To the
extent that the Net Aircraft Price in respect of any Aircraft is higher than
the Net Aircraft Price Maximum, the Equity Contribution for each Aircraft shall
be increased accordingly and the Borrower shall procure that each of AerCap
Ireland, LoadAir and/or the other shareholders in the Borrower at such time
shall fund the Borrower with cash amounts which will enable it to pay such
increased Equity Contribution to the Manufacturer, or, at the Security Trustees
sole discretion, shall provide other additional security satisfactory to the
Finance Parties.  11.3In the
event of any increase being made to the Equity Contribution pursuant to this
clause 11, each of the Borrower, the Agent and the Security Trustee shall agree
a substitute version of schedule 4 which, when agreed in writing between the
Borrower, the Agent and the Security Trustee shall be conclusive and binding on
the parties to this Agreement and shall replace the existing schedule 4 for the
purposes of this Agreement and the other Relevant Documents.  12Negative Pledge  12.1No Pledging of Shares  The Borrower hereby undertakes with each of the Finance Parties that it
will procure that neither AerCap Ireland, LoadAir nor any other shareholder of
the Borrower from time to time shall create any Lien over their respective
shareholdings in the Borrower in favour of any other financing party as
security for finance provided by such financing party to the Borrower unless
such security interest is created for the joint benefit of the Finance Parties
and such other financing party pursuant to arrangements whereby the entire
issued share capital of the Borrower is charged in favour of a security trustee
for the benefit of the Lenders and such other financing party, or, pursuant to
arrangements which are otherwise acceptable to the Finance Parties.  12.2No Floating Charge  The Borrower shall not, without the prior written consent of the
Security Trustee, create a floating charge (howsoever described) over all, or
substantially all, of its assets in favour of any financing party or other
third party creditor other than the Finance Parties.  12.3To the
extent that the Borrower, from time to time, wishes to raise third party
financing in connection with the acquisition of any Aircraft, the Borrower
agrees that such financing shall be raised through a dedicated special purpose
vehicle company. Notwithstanding the prohibition contained in clause 12.2, the
Lenders acknowledge that a floating charge may be created by any such special
purpose vehicle company for the benefit of its financiers.  13[Intentionally omitted]  14Events of Default and
Termination  14.1Events of Default  Each of the events and circumstances set out below
is an Event of Default:  14.1.1the
Borrower fails to make any payment of (a) any scheduled payment in the currency
and in the manner stipulated in this Agreement or any other Relevant Document
within (five) 5  24


Business Days of the due date therefor or (b)
any other amount due by it under this Agreement or any other Relevant Document
within ten (10) Business Days of the due date thereof; or  14.1.2without
prejudice to clause 14.1.1 above, the Borrower fails to observe or perform any
other covenants, conditions, obligations, undertakings, provision or agreements
contained in this Agreement or any other Relevant Document, including, for the
avoidance of doubt, those contained in clauses 11 to 12 of this Agreement, and
such default, if capable of remedy, is not remedied within fifteen (15)
Business Days of notice from the Security Trustee to the Borrower requiring
such remedy; or  14.1.3if
any representation or warranty made or deemed to be made or repeated by or on
behalf of the Borrower in this Agreement or any other Relevant Document or in
any document or certificate furnished by the Borrower in connection herewith or
therewith shall prove to have been false or incorrect in any material respect on
the date it was made or deemed to be made or repeated and, if it is possible to
remedy the situation which caused such representation or warranty to be false
or incorrect, it is not remedied within fifteen (15) Business Days after notice
by the Security Trustee to the Borrower requiring the situation to be remedied
that it has been remedied to the Security Trustees satisfaction; or  14.1.4the
Borrower shall consent to the appointment of a receiver, administrator,
administrative receiver, trustee, liquidator or examiner of itself or of a
substantial part of its property or shall admit in writing its inability to pay
its debts generally as they fall due or shall cease or declare its inability to
carry on its business; or  14.1.5the
Borrower shall issue a notice convening a meeting of its creditors or make any
arrangement or composition with, or any assignment for the benefit of, its
creditors or any moratorium or rescheduling affecting all or a substantial part
of the Financial Indebtedness of the Borrower is declared or imposed, or the
Borrower shall issue a notice or otherwise convene a meeting for the purpose of
considering a resolution, or a petition is presented or other steps, action or
proceedings are taken by the Borrower, for the winding up, bankruptcy,
liquidation, dissolution, administration, reorganisation, amalgamation or
insolvency of the Borrower or for an administration order in respect of the
Borrower; or  14.1.6a
petition is presented or other steps, action or proceedings are taken by any person
(other than the Borrower) for the winding up, bankruptcy, liquidation,
dissolution, administration, reorganisation, amalgamation or insolvency of the
Borrower or for an administration order in respect of the Borrower other than a
petition, steps, action or proceedings which the Borrower proves to the
satisfaction of the Security Trustee has been presented, made or taken by such
other person only for frivolous or vexatious reasons and which is discharged or
stayed within thirty (30) days of the presentation or commencement thereof; or  14.1.7an
order, judgment or decree shall be entered by any court, tribunal or authority
of competent jurisdiction for the winding up, bankruptcy, liquidation,
dissolution, administration, reorganisation or amalgamation of the Borrower or
appointing, without the consent of the Borrower (as appropriate), a receiver,
administrator, administrative receiver, trustee, liquidator or examiner of the
Borrower or of any substantial part of the Borrowers (as appropriate)
property, or sequestering any substantial part of the property of the Borrower;
or  14.1.8the
Borrower is declared insolvent or bankrupt or is liquidated, wound up,
dissolved, reorganised or amalgamated by any court, tribunal or authority of
competent jurisdiction other than for the purposes of a solvent reconstruction
or amalgamation, the terms of which have received the prior written consent of
the Security Trustee (such consent not to be unreasonably withheld or delayed);
or  14.1.9the
Borrower suspends or ceases or makes a public announcement to suspend or cease
to carry on its business; or  25


14.1.10
  
  any event analogous to any of the events
  specified in clauses 14.1.4, 14.1.5, 14.1.6, 14.1.7, 14.1.8 or 14.1.9 occurs
  in any jurisdiction to which the Borrower (as appropriate) is subject; or14.1.11
  
  any Financial Indebtedness of the Borrower in
  excess of (i) one million Dollars ($1,000,000) (or the equivalent thereof in
  any other currency), in respect of the period up to Delivery of the first
  Aircraft or (ii) three million five hundred thousand Dollars ($3,500,000) (or
  the equivalent thereof in any other currency,) in respect of the period
  thereafter, is not paid when due after the expiry of any originally applicable
  grace periods or becomes due and payable prior to the date when it would
  otherwise have become due; or14.1.12
  
  the validity or enforceability of any of the
  Relevant Documents shall at any time and for any reason be contested by the
  Borrower or the Borrower shall otherwise repudiate any of the Relevant
  Documents or do or cause or permit to be done any act or thing evidencing an
  intention to repudiate any of the Relevant Documents; or14.1.13
  
  a creditor attaches or takes possession of, or
  a distress, execution, sequestration or other process is levied or enforced
  upon or sued out against, any material part of the undertakings, assets,
  rights or revenues of the Borrower and is not discharged within any period of
  time provided in the relevant judgment or if no such period is provided for,
  fourteen (14) days; or14.1.14
  
  the Borrower transfers or disposes of all or a
  substantial part of its assets, whether by one or a series of transactions,
  related or not, other than (i) any transfer or disposal of an Aircraft (or
  groups of Aircraft) to a special purpose company (or companies) where such
  transfer or disposal is made in order to enable the Borrower to raise
  long-term financing for the acquisition cost of such Aircraft, (ii) any
  pledging of the shares in the Borrower in the manner contemplated by clause
  12.1 or (iii) any transfer or disposal of an Aircraft upon or following the
  repayment in full of the Advance in respect of such Aircraft; or14.1.15
  
  the Security Trustee or Agent receives written
  notice from (a) the Manufacturer that a Purchase Agreement Default has
  occurred and is continuing under the Purchase Agreement or (b) an Engine
  Manufacturer that an Engine Agreement Default has occurred and is continuing
  under an Engine Agreement.14.2
  
  Declaration of Default; Automatic AccelerationFollowing
  the occurrence of an Event of Default which is continuing, the Agent may, and
  if so requested by the Instructing Group shall, without prejudice to any
  other rights of the Lenders hereunder, by written notice to the Borrower
  declare that:14.2.1
  
  the Lenders obligation to make available the
  Commitment shall be terminated whereupon the Lenders shall each be discharged
  from their respective obligations to make further Advances; and/or14.2.2
  
  the Loan and all interest accrued and all
  other sums payable under this Agreement shall become due and payable either
  forthwith or on any date specified in such notice, whereupon the same shall
  immediately, or in accordance with terms of such notice, became so due and
  payable,PROVIDED
  ALWAYS THAT upon the occurrence of any of the Events of Default specified in
  clauses 14.1.1(a), 14.1.4, 14.1.5, 14.1.6, 14.1.7, 14.1.8, 14.1.9 and 14.1.10
  the Lenders commitment shall terminate automatically upon the occurrence of
  such Event of Default, the Lenders shall immediately be discharged from their
  respective obligations to make any further Advances and the Loan and all
  interest accrued thereon shall upon the occurrence of any such Events of
  Default become immediately due and payable.On
  or at any time after the making of such declaration, or upon the occurrence
  of any of the specific Events of Default specified in the above proviso, the
  Agent shall be entitled to, to the exclusion of the Borrower (and without
  prejudice to clause 5.3), select the duration of Interest Periods.
  26


15
  
  Indemnities15.1
  
  Miscellaneous indemnitiesThe
  Borrower shall on demand indemnify each Finance Party, without prejudice to
  any of their other rights under this Agreement and the other Relevant
  Documents, against any loss (including loss of Margin), cost or expense which
  each Finance Party shall certify as sustained or incurred by it as a
  consequence of:15.1.1
  
  any default in payment by the Borrower of any
  sum under this Agreement or any other Relevant Document when due (including,
  for the avoidance of doubt, any losses, costs or expenses which the relevant
  Finance Party may incur by reason of the exercise by the relevant Finance
  Party of its rights under the Relevant Documents consequent upon the
  occurrence of such default); and15.1.2
  
  the occurrence of any other Event of Default
  (including, for the avoidance of doubt, any losses, costs or expenses which
  the Lender may incur by reason of the exercise by the Lender of its rights
  under the Relevant Documents consequent upon the occurrence of such Event of
  Default),including,
  in any such case, but not limited to, any Break Funding Losses or any other
  amount owing to the relevant Finance Party but excluding any loss in respect
  of which it has been indemnified pursuant to any other provision of the
  Relevant Documents and any cost, loss or expense sustained or incurred by the
  Finance Party in connection with any sale of the Aircraft and/or any sale or
  transfer of the rights assigned to the relevant Finance Party under or
  pursuant to the Purchase Agreement Assignment in each case following the
  occurrence of an Event of Default, and as evidenced to the Borrower in
  writing by the relevant Finance Party. In the event that any Finance Party
  realises a Break Funding Gain, such Finance Party shall pay a sum equal to
  such Break Funding Gain to the Borrower promptly upon realisation thereof.15.2
  
  Currency of account; currency indemnity15.2.1
  
  No
  payment by the Borrower under this Agreement or any other Relevant Document
  which is made in a currency other than the currency (the Contractual Currency) in which such
  payment is required to be made pursuant to this Agreement or such other
  Relevant Document shall discharge the obligation in respect of which it is
  made except to the extent of the net proceeds in the Contractual Currency
  received by a Finance Party upon the sale of the currency so received, after
  taking into account any premium and costs of exchange in connection with such
  sale. For the avoidance of doubt a Finance Party shall not be obliged to
  accept any such payment in a currency other than the Contractual Currency nor
  shall a Finance Party be liable to the Borrower for any loss or alleged loss
  arising from fluctuations in exchange rates between the date on which such
  payment is so received by the Finance Party and the date on which a Finance
  Party effects such sale, as to which a Finance Party shall (as against the
  Borrower) have an absolute discretion.15.2.2
  
  If
  any sum due from the Borrower under this Agreement or any other Relevant
  Document or any order or judgement given or made in relation hereto or thereto
  is required to be converted from the Contractual Currency or the currency in
  which the same is payable under such order or judgement (the first currency) into another currency
  (the second currency) for the
  purpose of (a) making or filing a claim or proof against the Borrower,
  (b) obtaining an order or judgement in any court or other tribunal or
  (c) enforcing any order or judgement given or made in relation to this
  Agreement or any other Relevant Document, the Borrower shall indemnify and hold
  harmless each Finance Party from and against any loss suffered as a result of
  any difference between (i) the rate of exchange used for such purpose to
  convert the sum in question from the first currency into the second currency
  and (ii) the rate or rates of exchange at which a Finance Party may in
  the ordinary course of business purchase the first currency with the second
  currency upon receipt of a sum paid to it in satisfaction, in whole or in
  part, of any such order, judgement, claim or proof.
  27


15.2.3
  
  Any amount due from the Borrower under the
  indemnity contained in this clause 15.2 shall be due as a separate debt
  and shall not be affected by judgement being obtained for any other sums due
  under or in respect of this Agreement or any other Relevant Document and the
  term rate of exchange includes
  any premium and costs of exchange payable in connection with the purchase of
  the first currency with the second currency.15.3
  
  FundingindemnityThe Borrower expressly acknowledges that the
  Lenders may, from time to time, enter into funding arrangements and incur
  certain Financial Indebtedness for the purposes of facilitating the
  transactions contemplated by this Agreement and that all such arrangements
  may be terminated in the event that the Borrower fails to draw down an
  Advance after a Drawdown Notice has been given in respect thereof or any
  Advance or any part thereof is repaid or prepaid otherwise than on an
  Interest Payment Date for that Advance. Accordingly, the Borrower agrees that
  in the case of:  (a)any repayment or prepayment of all or part of any
Advance being made otherwise than on an Interest Payment Date for that Advance;
and  (b)any Advance not being made for any reason after a
Drawdown Notice has been given in respect thereof,  the Borrower shall indemnify, and
  hereby agrees to indemnify, the Lenders and each of them fully against the
  amount of any Break Funding Costs incurred by any Lender as a result thereof.
  In the event that any Lender realises a Break Funding Gain, such Lender shall
  pay a sum equal to such Break Funding Gain to the Borrower promptly following
  realisation thereof.16
  
  Illegality;
  increased costs; mitigation16.1
  
  IllegalityIf, at any time as a consequence
  of a Change in Law:  16.1.1it is or shall become
unlawful, illegal, prohibited or contrary to any Applicable Law for any party
to this Agreement or any of the other Relevant Documents to participate, or
continue to participate in the transactions contemplated by this Agreement or
the other Relevant Documents or to perform a material obligation under and/or
give any required consent pursuant to this Agreement or any other Relevant
Document or to continue as a party to this Agreement or any other Relevant
Document;  16.1.2all or any part of this
Agreement or any other Relevant Document (other than the Purchase Agreement
Assignment or an Engine Assignment) is or becomes void, illegal, invalid or
unenforceable or of limited force and effect under any Applicable Law and the
same would or might reasonably be expected to result in the rights, title and
interests of the Finance Parties and the Borrower (or any of them) in and to
the Aircraft and/or under any Relevant Document being materially adversely
affected, based on advice received by the Security Trustee and shared with the
Borrower from reputable legal counsel in the relevant jurisdictions; or  16.1.3all or any part of the
Purchase Agreement Assignment or an Engine Assignment is or becomes void,
illegal, invalid or unenforceable or of limited force and effect under any
Applicable Law,  then, without prejudice to
the Borrowers obligations and the rights of the Finance Parties in relation to
the Aircraft and under the Relevant Documents, the affected party shall serve
notice of such event on the other parties hereto and clause 16.4 shall
apply and not later than the earlier of (a) the end of the consultation period
referred to in clause 16.4 and (b) the date on which such Change in Law takes
effect:  28


(a)the
obligations of the Lenders to advance the Loan shall be terminated and all
Commitments shall be reduced to zero; and  (b)the
Borrower shall prepay the Loan together with all other amounts then due and
owing under this Agreement and the other Transaction Documents.  16.2
  
  Increased costs  If the result of any Change
in Law or Capital Adequacy Requirement is to:  16.2.1increase the cost to, or
impose an additional cost on, any Lender in maintaining its obligations under
this Agreement, in each case, other than in respect of Taxes; and/or  16.2.2reduce the amount
payable or the effective return to any Lender under this Agreement, other than
as a result of any Tax payable by such Lender,  then, and in each
such case:  (a)such Lender shall notify the Borrower through the
Agent in writing of such event promptly upon its becoming aware of the same but
in any case within three (3) months after the date on which the Lender first
became aware of the circumstances giving rise to the Tax, increased cost,
additional cost, reduction, payment or forgone return; and  (b)the Borrower shall on demand pay to the Agent for the
account of such Lender the amount (which shall not include Taxes) which such
Lender specifies (in a certificate setting forth the basis of the computation
of such amount but not including any matters which such Lender regards as
confidential in relation to its funding arrangements) is required to compensate
such Lender for such increased cost, additional cost, reduction, payment or
forgone return.  16.3
  
  Exclusions  The following are excluded
from the Borrowers agreement to indemnify any particular Lender under
clause 16.2:  16.3.1any Loss which relates
to any loss of anticipated profit or return (including loss of Margin or
margin);  16.3.2any Loss which comprises
the normal administrative costs and expenses of any Lender (but excluding any
such expenses caused directly by, or incurred after, the occurrence of an Event
of Default); or  16.3.3any Loss which arises
from an act or omission which constitutes gross negligence or wilful default by
such Lender.  PROVIDED
FURTHER THATa Lender shall not be entitled to make any claim to be indemnified for
any Loss pursuant to clause 16.2 to the extent that it is actually
compensated therefor by any party in accordance with any other provision of the
Relevant Documents.  16.4Mitigation  If circumstances arise which
would, or would upon the giving of notice, result in:  16.4.1the Borrower being
required to make an increased payment to a Lender pursuant to
clause 8.3.1;  16.4.2the reduction of a
Lenders Commitment to zero or the Borrower being required to prepay the Loan
pursuant to clause 16.1; or  29


16.4.3the Borrower being required
to make a payment to a Lender to compensate a Lender for a liability to Taxes,
increased or additional cost, reduction, payment, forgone return or loss
pursuant to clause 16.2,  then, without in any way
limiting, reducing or otherwise qualifying the obligations of the Borrower
under clause 8 and this clause 16, the Lenders and the Borrower, each
acting in good faith, shall consult for a maximum period of thirty (30) days
with a view to identifying what (if any) reasonable steps are open to them to
mitigate or remove such circumstances, provided however that a Lender shall not
be obliged to take any such steps if to do so might (in the opinion of that
Lender) be prejudicial to itself or be in conflict with its general banking
policies or involve it in expense or an increased administrative burden unless
it is indemnified to its satisfaction by the Borrower for such expenses or the
costs associated with such increased administrative burden. All costs and
expenses reasonably incurred by the Finance Parties in connection with such
consultation process and any resultant mitigating action shall be for the
account of the Borrower.  17Assignment, transfer and lending
offices  17.1Benefit
and burden  This Agreement shall be
binding upon, and enure for the benefit of, each Finance Party and their
respective successors.  17.2Assignment,
transfer and lending offices  None of the parties to this
Agreement may assign or transfer all or any of its rights and obligations
hereunder, and no Lender may change its lending office for the purpose hereof,
other than pursuant to and in accordance with clause 13 of the Trust Deed.  18Notices and other matters  18.1Notices  Every notice, request,
demand or other communication under this Agreement or any other Relevant
Document shall:  18.1.1be in writing delivered
personally or by first-class prepaid letter (airmail if available) or by fax;  18.1.2be deemed to have been
received, subject as otherwise provided in this Agreement or any other Relevant
Document, in the case of a letter when delivered and, in the case of a fax,
when transmission of a complete copy is confirmed by the sender through receipt
of a facsimile confirmation showing the correct number of pages having been
sent received by the addressee (unless the date of despatch is not a business
day in the country of the addressee or the time of despatch of any fax is after
the close of business in the country of the addressee in which case it shall be
deemed to have been received at the opening of business on the next such
business day); and  18.1.3be sent:  (a)to the Borrower at:  AerVenture Limited c/o AerCap Ireland Limited AerCap House Shannon Industrial Estate Shannon County Clare Ireland  30


Fax:        
+ 353 61723850 Attention: Company Secretary  with a copy to:  AerCap B.V. Evert van de Beekstraat 312 1118 CX Schiphol The Netherlands  Fax: +31 20 655 9100 Attn: Group Treasurer  (b)to the Agent and Security Trustee at:  Calyon 9 Quai du Président Paul Doumer 92920 Paris La Défense Cedex France  Facsimile: (+33) 1 41 89 91 96 and (+33) 1 41 89
85 75 Attention: Head of Transportation Group and DFS
/ MO  (c)to each Lender at its address or telefax number
specified in schedule 1 or in any relevant Substitution Certificate,  or to such other address or
fax number as is notified by one party to the other parties to this Agreement
or any other Relevant Document. Without prejudice to the validity of any notice
given pursuant to this clause 18.1, the recipient of any fax notice shall
confirm receipt of a legible version of such notice as soon as practicable
after such receipt.  18.2
  
  Notices through the AgentEvery notice, request, demand or other
  communication under this Agreement to be given by the Borrower to any other
  party shall be given to the Agent for onward transmission as appropriate and
  to be given to the Borrower shall (except as otherwise provided in this
  Agreement) be given by the Agent.18.3
  
  No implied
  waivers, remedies cumulativeNo failure or delay on the part of a Finance
  Party to exercise any power, right or remedy under this Agreement or any
  other Relevant Document shall operate as a waiver thereof, nor shall any
  single or partial exercise by a Finance Party of any power, right or remedy
  preclude any other or further exercise thereof or the exercise of any other
  power, right or remedy. The remedies provided in this Agreement and the other
  Relevant Documents are cumulative and are not exclusive of any remedies
  provided by law.18.4
  
  English
  translationsAll certificates, instruments and other
  documents to be delivered under or supplied in connection with this Agreement
  and the other Relevant Documents shall be in the English language or shall be
  accompanied by a certified English translation upon which the Finance Parties
  shall be entitled to rely.18.5
  
  SeverabilityIf at any time any provision of this
  Agreement or any of the other Relevant Documents is or becomes illegal
  invalid or unenforceable in any respect under the law of any jurisdiction
  neither the legality, validity or enforceability of the remaining provisions
  hereof nor the legality, validity 31


or enforceability of such
provision under the law of any other jurisdiction shall in any way be affected
or impaired thereby.  18.6Counterparts  This Agreement and the other
Relevant Documents may be executed in any number of counterparts and by the
different parties on separate counterparts, each of which when so executed and
delivered shall be an original, but all counterparts shall together constitute
one and the same instrument.  18.7Third
parties  Any person who is not a
party to this Agreement and the other Relevant Documents shall have no right
under the Contracts (Rights of Third Parties) Act 1999 to enforce its terms. Subject
to any provision of any Relevant Document to the contrary, the consent of any
person who is not a party to this Agreement shall not be required to any
amendment, variation (including, without limitation, any release or compromise
of any liability) or termination of this Agreement or any other Relevant
Document.  19Governing law  This Agreement is governed
by and shall be construed in accordance with English law.  20Jurisdiction  20.1For the
benefit of the Finance Parties, the parties hereto irrevocably agree that any
legal action or proceedings in connection with this Agreement may be brought in
the English courts, which shall have non-exclusive jurisdiction to settle any
disputes arising in connection with this Agreement. The parties hereto hereby
irrevocably and unconditionally submit to the non-exclusive jurisdiction of the
English courts. The submission to such jurisdiction shall not (and shall not be
construed so as to) limit the rights of any Finance Party to take proceedings
against any other party in any other court of competent jurisdiction, nor shall
the taking of proceedings in any one or more jurisdictions preclude the taking
of proceedings in any other jurisdiction, whether concurrently or not. The
Borrower irrevocably waives any objection it may now or hereafter have to the
laying of venue of any action or proceeding in any court and any loss it may
now or hereafter have that any action or proceeding has been brought in an
inconvenient forum.  20.2For the
benefit of the Finance Parties, the Borrower hereby irrevocably and
unconditionally waives: (a) any immunity from the jurisdiction of the court
mentioned in clause 20.1 and any immunity from suit, judgment, execution, set-off,
attachment, arrest, specific performance, injunction or other judicial order or
remedy to which it or any of its assets may be entitled at present or in the
future in any jurisdiction in respect of any legal action or proceedings with
respect to or in connection with this Agreement; and (b) any objections to such
jurisdiction on the ground of venue or forum
non conveniens or any similar grounds.  20.3The
Borrower hereby irrevocably designates, appoints and empowers Freshfields
Bruckhaus Deringer whose current address is at 65 Fleet Street, London EC4Y
1HS, England (Ref: DMP Litigation/RFM) to receive for it and on its behalf
service of process issued out of the English courts in any legal action or
proceedings arising out of or in connection with this Agreement. If the agent
referred to above ceases so to act, or ceases to have a place of business in
England, the Borrower shall forthwith notify the Finance Parties thereof and
appoint another person resident in England reasonably acceptable to the Finance
Parties to act as its agent for service of process under this Agreement.  IN WITNESS whereof
the parties to this Agreement have caused this Agreement to be duly executed as
a deed and delivered on the date first above written.  32