Exhibit 10.5
 EXECUTION VERSION




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PAGEARTICLE I DEFINITIONS
    
    
    2Section 1.01 Definitions
    
    
    2Section 1.02 Construction and Usage
    
    
    6ARTICLE II SECURITY
    
    
    7Section 2.01 Grant of Security
    
    
    7Section 2.02 Security for Obligations
    
    
    9Section 2.03 Representations and Warranties of the Grantors
    
    
    10Section 2.04 Grantors Remain Liable
    
    
    11Section 2.05 Delivery of Collateral
    
    
    12Section 2.06 As to the Pool Aircraft Collateral
    
    
    12Section 2.07 As to the Equity Collateral and Investment Collateral
    
    
    13Section 2.08 Further Assurances
    
    
    14Section 2.09 Place of Perfection; Records
    
    
    15Section 2.10 Voting Rights; Dividends; Etc.
    
    
    15Section 2.11 Transfers and Other Liens; Additional Shares or Interests
    
    
    16Section 2.12 Collateral Agent Appointed Attorney-in-Fact
    
    
    16Section 2.13 Collateral Agent May Perform
    
    
    17Section 2.14 Covenant to Pay
    
    
    17Section 2.15 Delivery of Collateral Supplements
    
    
    17Section 2.16 Operational Covenants
    
    
    17Section 2.17 Insurance
    
    
    19Section 2.18 Covenant Regarding Control
    
    
    19Section 2.19 Covenant Regarding Collateral Account
    
    
    19Section 2.20 As to Irish Law
    
    
    19Section 2.21 Irish Charges Over Shares
    
    
    19ARTICLE III REMEDIES
    
    
    20Section 3.01 Remedies
    
    
    20Section 3.02 Priority of Payments
    
    
    20ARTICLE IV SECURITY INTEREST ABSOLUTE
    
    
    20Section 4.01 Security Interest Absolute
    
    
    20ARTICLE V THE COLLATERAL AGENT
    
    
    21Section 5.01 Authorization and Action
    
    
    21Section 5.02 Absence of Duties
    
    
    22Section 5.03 Representations or Warranties
    
    
    22
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PAGESection 5.04 Reliance; Agents; Advice of Counsel
    
    
    22Section 5.05 No Individual Liability
    
    
    24ARTICLE VI SUCCESSOR COLLATERAL AGENT
    
    
    24Section 6.01 Resignation and Removal of the Collateral Agent
    
    
    24Section 6.02 Appointment of Successor
    
    
    24ARTICLE VII INDEMNITY AND EXPENSES
    
    
    25Section 7.01 Indemnity
    
    
    25Section 7.02 Secured Parties Indemnity
    
    
    26Section 7.03 No Compensation from Secured Parties
    
    
    26Section 7.04 Collateral Agent Fees
    
    
    26ARTICLE VIII MISCELLANEOUS
    
    
    27Section 8.01 Amendments; Waivers; Etc
    
    
    27Section 8.02 Addresses for Notices
    
    
    27Section 8.03 No Waiver; Remedies
    
    
    28Section 8.04 Severability
    
    
    28Section 8.05 Continuing Security Interest; Assignments
    
    
    28Section 8.06 Release and Termination
    
    
    29Section 8.07 Currency Conversion
    
    
    29Section 8.08 Governing Law
    
    
    30Section 8.09 Jurisdiction; Consent to Service of Process
    
    
    30Section 8.10 Counterparts
    
    
    30Section 8.11 Table of Contents, Headings, Etc
    
    
    31Section 8.12 Non-Invasive Provisions
    
    
    31Section 8.13 Limited Recourse
    
    
    31SCHEDULESSchedule I            Aircraft ObjectsSchedule II           Pledged Equity Interests; Pledged DebtSchedule III         Trade NamesSchedule IV         Chief Place of Business and Chief Executive or Registered OfficeSchedule V           InsuranceEXHIBITSExhibit A-1           Form of Collateral SupplementExhibit A-2           Form of Grantor SupplementExhibit B               Form of Charge Over Shares of Irish Subsidiary HoldcoExhibit C               Form of Account Control Agreement
 ii




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Agreement Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Bank of
America Collateral Agent
  ILFC Lenders Administrative Agent Credit Agreement




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Definitions Certain Defined Terms
              2




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3




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4




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5




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provided
  Terms Defined in the Cape Town Convention
 Terms Defined in the Credit Agreement
 Construction and Usage
     6




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provided however
 
 Section 2.01 Grant of Security
 Collateral
 Security Collateral
 7




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Pledged Debt Collateral
 Membership Interest
Collateral
   Beneficial Interest
Collateral
   8




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Investment Collateral
 Account Collateral
  provided however
 Security for Obligations
 9




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Representations and Warranties of the Grantors
     10




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Section 2.04 Grantors Remain Liable
 11




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Section 2.05 Delivery of Collateral
 Section 2.06 As to the Pool Aircraft Collateral
    12




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Section 2.07 As to the Equity Collateral and Investment Collateral Equity Collateral Relevant Collateral
     13




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Section 2.08 Further Assurances
   14




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Required Cape Town Registrations
  Section 2.09 Place of Perfection; Records
 Voting Rights; Dividends; Etc
 provided
  15




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Section 2.11 Transfers and Other Liens; Additional Shares or Interests
  Section 2.12 Collateral Agent Appointed Attorney-in-Fact
 16




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Section 2.13 Collateral Agent May Perform
 Section 2.14 Covenant to Pay
 Section 2.15 Delivery of Collateral Supplements provided provided further
 Section 2.16 Operational Covenants
 Operation and Use
 17




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provided
 Third Party Event provided inter alia
 Registration provided
 Extension, Amendment or Replacement of Leases
  18




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Section 2.17 Insurance
 Section 2.18 Covenant Regarding Control
 Section 2.19 Covenant Regarding Collateral Account
 Section 2.20 As to Irish Law 1881
Act
 Section 2.21 Irish Charges Over Shares
 19




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Section 3.01 Remedies
   Section 3.02 Priority of Payments
 first
 second
 
 Section 4.01 Security Interest Absolute
 20




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Section 5.01 Authorization and Action
  21




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Section 5.02 Absence of Duties
 Section 5.03 Representations or Warranties
 Section 5.04 Reliance; Agents; Advice of Counsel
 22




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provided however
       23




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Section 5.05 No Individual Liability
 
 Section 6.01 Resignation and Removal of the Collateral Agent
 Section 6.02 Appointment of Successor
 provided
 24




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7.01 Indemnity provided
 provided
 25




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Section 7.02 Secured Parties Indemnity mutatis mutandis
 provided
 provided
  Section 7.03 No Compensation from Secured Parties
 Section 7.04 Collateral Agent Fees
 26




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Section 8.01 Amendments; Waivers; Etc
   Section 8.02 Addresses for Notices
 27




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th
 Section
 Section 8.03 No Waiver; Remedies
 Section 8.04 Severability
 Section 8.05 Continuing Security Interest; Assignments Section
 28




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Section 8.06 Release and Termination
    Section 8.07 Currency Conversion Received Currency Agreed Currency
 29




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Section 8.08 Governing Law
 Section 8.09 Jurisdiction; Consent to Service of Process
   Section 8.10 Counterparts
 30




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Section 8.11 Table of Contents, Headings, Etc
 Section 8.12 Non-Invasive Provisions
  Section 8.13 Limited Recourse provided
  31




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[The Remainder of this Page is Intentionally Left Blank]
 32




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33




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HYPERION AIRCRAFT INC., as a GrantorBy
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Director 34




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DELOS AIRCRAFT INC., as a GrantorBy
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Director 35




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APOLLO AIRCRAFT INC., as a GrantorBy
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Director 36




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BANK OF AMERICA, N.A. not in its individual capacity but
solely as the Collateral AgentBy
    /s/ Robert RittelmeyerName:
    Robert RittelmeyerTitle:
    Vice President 37




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AIRCRAFT OBJECTS
 AirframeManufacturer and
    
    
    
    
    
    Engine Manufacturer andModel
    
    Airframe MSN
    
    Engine Model
    
    Engine MSNs1
    
    Airbus A319-100
    
    
    2404
    
    
    IAE V2524-A5
    
    V11863, V118642
    
    Airbus A319-100
    
    
    2452
    
    
    IAE V2524-A5
    
    V11911, V119153
    
    Airbus A319-100
    
    
    2738
    
    
    IAE V2524-A5
    
    V12248, V122554
    
    Airbus A319-100
    
    
    3424
    
    
    IAE V2425-A5
    
    V12862, V128655
    
    Airbus A319-100
    
    
    3454
    
    
    IAE V2425-A5
    
    V12890, V128826
    
    Airbus A320-200
    
    
    427
    
    
    CFM CFM56-5A3
    
    731878, 7319127
    
    Airbus A320-200
    
    
    542
    
    
    IAE V2527-A5
    
    V10209, V102118
    
    Airbus A320-200
    
    
    2453
    
    
    IAE V2527-A5
    
    V11944, V119549
    
    Airbus A321-100
    
    
    550
    
    
    IAE V2530-A5
    
    V10117, V1021410
    
    Airbus A321-100
    
    
    591
    
    
    IAE V2530-A5
    
    V10158, V1015911
    
    Airbus A321-200
    
    
    993
    
    
    IAE V2533-A5
    
    V10525, V1052412
    
    Airbus A321-200
    
    
    2707
    
    
    CFM CFM56-5B3/P
    
    577531, 57753313
    
    Airbus A330-200
    
    
    448
    
    
    General Electric CF6-80E1-A3
    
    811158, 81115914
    
    Airbus A330-200
    
    
    480
    
    
    Rolls-Royce TRENT 772B-60
    
    41228, 4122915
    
    Airbus A330-200
    
    
    532
    
    
    Rolls-Royce TRENT 772B-60
    
    41261, 4126216
    
    Boeing 737-300
    
    
    26293
    
    
    CFM CFM56-3C1
    
    724885, 72488617
    
    Boeing 737-300
    
    
    26314
    
    
    CFM CFM56-3C1
    
    858245, 85830218
    
    Boeing 737-300
    
    
    26315
    
    
    CFM CFM56-3C1
    
    858166, 85915819
    
    Boeing 737-300
    
    
    26317
    
    
    CFM CFM56-3C1
    
    858196, 85819720
    
    Boeing 737-300
    
    
    26325
    
    
    CFM CFM56-3C1
    
    858303, 85830421
    
    Boeing 737-400
    
    
    25111
    
    
    CFM CFM56-3C1
    
    857851, 85785322
    
    Boeing 737-400
    
    
    26335
    
    
    CFM CFM56-3C1
    
    858354, 85835623
    
    Boeing 737-400
    
    
    27628
    
    
    CFM CFM56-3C1
    
    858493, 85849424
    
    Boeing 737-400
    
    
    27632
    
    
    CFM CFM56-3C1
    
    858491, 85849225
    
    Boeing 737-400
    
    
    28053
    
    
    CFM CFM56-3C1
    
    858690, 85869126
    
    Boeing 737-500
    
    
    28052
    
    
    CFM CFM56-3C1
    
    858790, 85879127
    
    Boeing 737-700
    
    
    30036
    
    
    CFM CFM56-7B22
    
    890473, 89047428
    
    Boeing 737-800
    
    
    30664
    
    
    CFM CFM56-7B27
    
    888150, 88913729
    
    Boeing 757-200ER
    
    
    30045
    
    
    Pratt & Whitney PW2040
    
    P728788, P72878930
    
    Boeing 757-200ER
    
    
    27620
    
    
    Pratt & Whitney PW2037
    
    P727206, P72720731
    
    Boeing 757-200ER
    
    
    26250
    
    
    Rolls-Royce RB211-535E4
    
    31673, 3167432
    
    Boeing 767-300ER
    
    
    27616
    
    
    General Electric
CF6-80C2-B6F
    
    704741, 70474233
    
    Boeing 767-300ER
    
    
    27610
    
    
    General Electric
CF6-80C2-B6F
    
    704517, 70498034
    
    Boeing 767-300ER
    
    
    28111
    
    
    Pratt & Whitney PW4062
    
    P724106, P724403
 1




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AirframeManufacturer and
    
    
    
    
    
    Engine Manufacturer andModel
    
    Airframe MSN
    
    Engine Model
    
    Engine MSNs35
    
    Boeing 767-300ER
    
    
    28207
    
    
    Pratt & Whitney PW4060
    
    P727767, P72776836
    
    Boeing 767-300ER
    
    
    29435
    
    
    Pratt & Whitney PW4062
    
    P727827, P72782837
    
    Boeing 777-200ER
    
    
    32717
    
    
    General Electric GE90-94B
    
    900470, 900471
 I-2




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PLEDGED EQUITY INTERESTS
  Percentage ofPledged Equity Party
    
    Par Value
    
    Certificate No(s).
    
    Number of Shares
    
    Outstanding SharesDELOS AIRCRAFT INC.
    
    N/A
    
    1
    
    100
    
    100%APOLLO AIRCRAFT INC.
    
    N/A
    
    1
    
    100
    
    100%ARTEMIS (DELOS)LIMITED
    
    [As set forth in
    
    [As set forth in
    
    [As set forth in
    
    [As set forth inGrantor
    
    Grantor
    
    Grantor
    
    GrantorSupplement of Artemis (Delos)
    
    Supplement of Artemis (Delos)
    
    Supplement of Artemis (Delos)
    
    Supplement of Artemis (Delos)Limited]
    
    Limited]
    
    Limited]
    
    Limited]
  Pledged Equity Party
    
    Certificate No.
    
    Percentage of
Beneficial InterestN/A
    
    N/A
    
    N/A
  Pledged Equity Party
    
    Certificate No.
    
    Percentage of
Membership InterestN/A
    
    N/A
    
    N/A
 PLEDGED DEBT
 Intercompany Lender
    
    Intercompany
Borrower
    
    Description of
Instrument of
Pledged Debt
    
    Amount of Pledged
DebtN/A
    
    N/A
    
    N/A
    
    N/A
 1




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TRADE NAMES
 1.
    
    Grantor: Hyperion Aircraft Inc.
Trade Name: Hyperion Aircraft Inc.2.
    
    Grantor: Delos Aircraft Inc.
Trade Name: Delos Aircraft Inc.3.
    
    Grantor: Artemis (Delos) Limited
Trade Name: [As set forth in Grantor Supplement of Artemis (Delos) Limited]4.
    
    Grantor: Apollo Aircraft Inc.
Trade Name: Apollo Aircraft Inc.
 1




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CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OR REGISTERED OFFICE
 Name of Grantor
    
    Chief Executive Office, Chief Place of
Business or Registered Office
and Organizational ID (if applicable)Hyperion Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-2098662Delos Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-2098722Apollo Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-2098782Artemis (Delos) Limited
    
    [As set forth in Grantor Supplement of Artemis
(Delos) Limited]
 IV-1




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1.
    
    Obligation to InsureSo long as this Agreement shall remain in effect, the Grantors will ensure that there is
effected and maintained appropriate insurances in respect of each Pool Aircraft and the
Collateral Agent, the Administrative Agent, the Lenders and its operation including insurance
for:
 (a)
    
    loss or damage to each Pool Aircraft and each part thereof; and(b)
    
    any liability for injury to or death of persons and damage to or the
destruction of public or private property arising out of or in connection with the
operation, storage, maintenance or use of (in each case to the extent available) the
Pool Aircraft and of any other part thereof not belonging to the Grantors but from time
to time installed on the airframe.
 2.
    
    Specific InsurancesThe Grantors will maintain or will cause to be maintained the following specific insurances
with respect to each Pool Aircraft (subject to paragraph 3):
 (a)
    
    All Risks Hull Insurance All risks hull insurance policy on the Pool Aircraft
in an amount at least equal to 110% of the outstanding principal of the Loans allocable
to such Pool Aircraft, calculated based on the most recent appraised value (the
Required Insured Value) on an agreed value basis and naming the Collateral
Agent (for and on behalf of itself and the Secured Parties) as a loss payee for the
Required Insured Value (provided, however, that, if the applicable
Lessees insurance program uses AVN67B or a successor London market endorsement similar
thereto, the Grantor shall use reasonable commercial efforts to procure that the
Collateral Agent and the Administrative Agent are also named as a Contract Party and
shall ensure that the Collateral Agent and the Administrative Agent are also named as a
Contract Party in respect of any new Lease entered into);(b)
    
    Hull War Risk Insurance Hull war risk and allied perils insurance, including
hijacking, (excluding, however, confiscation by government of registry or country of
domicile to the extent coverage of such risk is not generally available to the
applicable Lessee in the relevant insurance market at a commercially reasonable cost or
is not customarily obtained by operators in such jurisdiction at such time) on the Pool
Aircraft where the custom in the industry is to carry war risk for aircraft operating on
routes or kept in locations similar to the Pool Aircraft in an amount not less than the
Required Insured Value on an agreed value basis and naming the Collateral Agent (for and
on behalf of itself and the other Secured Parties) as a loss
 1




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payee for the Required Insured Value (provided, however, that, if the
applicable Lessees insurance program uses AVN67B or a successor London market
endorsement similar thereto, the Grantors shall use reasonable commercial efforts to
procure that the Collateral Agent and the Administrative Agent are also named as a
Contract Party and shall ensure that the Collateral Agent and the Administrative
Agent are also named as a Contract Party in respect of any new Lease entered into);
 (c)
    
    Legal Liability Insurance Third party legal liability insurance (including
war and allied perils) for a combined single limit (bodily injured and property damage)
of not less than $500,000,000 for a Narrowbody Aircraft, and not less than $750,000,000
for Widebody Aircraft. The Collateral Agent and the Administrative Agent (on behalf of
themselves and the Secured Parties) shall be named as additional insureds on such
policies; provided that the Grantors shall ensure that the Collateral Agent and
the Administrative Agent are also named as an additional insured in respect of any new
Lease.(d)
    
    Aircraft Spares Insurance Insurance for the engines and the parts while not
installed on the airframe for their replacement cost or an agreed value basis.
 3.
    
    Variations on Specific Insurance RequirementsIn certain circumstances, it is customary that not all of the insurances described in
paragraph 2 be carried for the Pool Aircraft. For example, when a Pool Aircraft is not on
lease to a passenger air carrier or is in storage or is being repaired or maintained, ferry
or ground rather than passenger flight coverage for the Pool Aircraft are applicable.
Similarly, indemnities may be provided by a Governmental Authority in lieu of particular
insurances; provided, however, that the Grantors shall not, without the prior
written consent of the Collateral Agent, be entitled to accept any new such governmental
indemnities other than when such indemnities are granted by a Governmental Authority of a
country or jurisdiction that is not a Prohibited Country. The relevant Grantor will
determine the necessary coverage for the Pool Aircraft in such situations consistent with
Leasing Company Practice with respect to similar aircraft.4.
    
    Hull Insurances in Excess of Required Insurance ValueFor the avoidance of doubt, any Grantor and/or any Lessee may carry hull risks and hull war
and allied perils insurance on the Pool Aircraft in excess of the Required Insured Value
which (subject in the case of the Grantors to no Event of Default having occurred and being
continuing) will not be payable to the Collateral Agent. Such excess insurances will be
payable to (i) if payable to the Grantors, to the relevant Grantor, unless an Event of
Default has occurred and is continuing in which case the excess shall be payable to the
Collateral Agent or (ii) if payable to the Lessee to the Lessee in all circumstances.
 5.
    
    CurrencyAll insurance and reinsurances effected pursuant to this Schedule V shall be payable in
Dollars, save that in the case of the insurances referred to in paragraph 2(c) (if such
 V-2




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denomination is (a) required by the law of the state of registration of the Pool Aircraft; or
(b) the normal practice of airlines in the relevant country that operate aircraft leased from
lessors located outside such country; or (c) otherwise agreed by the Collateral Agent) or
paragraph 2(d).
 6.
    
    Specific Terms of InsurancesInsurance policies which are underwritten in the London and/or other non-US insurance market
and which pertain to financed or leased aircraft equipment contain the coverage and
endorsements described in AVN67B as it may be amended or revised or its equivalent. Each of
the Grantors agrees that, so long as this Agreement shall remain in effect, the Pool Aircraft
will be insured and the applicable insurance policies endorsed either (i) in a manner
consistent with AVN67B, as it may be amended or revised or its equivalent or (ii) as may then
be customary in the airline industry for aircraft of the same type as the Pool Aircraft
utilised by operators in the same country and whose operational network for such Pool
Aircraft and credit status is similar to the type of business as the Lessee (if any) and at
the time commonly available in the insurance market. In all cases, the relevant Grantor will
set the standards, review and manage the insurances on the Pool Aircraft consistent with
Leasing Company Practice with respect to similar aircraft.7.
    
    Insurance Brokers and InsurersIn reviewing and accepting the insurance brokers (if any) and reinsurance brokers (if any)
and insurers and reinsurers (if any) providing coverage with respect to the Pool Aircraft,
the relevant Grantor will utilize standards consistent with Leasing Company Practice with
respect to similar aircraft. It is recognized that airlines in certain countries are
required to utilize brokers (and sometimes even no brokers) or carry insurance with local
insurance brokers and insurers. If at any time any Pool Aircraft is not subject to a Lease,
the relevant Grantor will cause its insurance brokers to provide the Collateral Agent with
evidence that the insurances described in this Schedule V are in full force and effect.8.
    
    Deductible Amounts, Self-Insurance and ReinsuranceWith respect to the type of aircraft concerned, the nationality and creditworthiness of the
airline operator, the airline operators use and operation thereof and to the scope of and
the amount covered by the insurances carried by the Lessee, the relevant Grantor will apply
standards consistent with Leasing Company Practice with respect to similar aircraft in
reviewing and accepting the amount of any insurance deductibles, whether the Lessee may
self-insure any of the risks covered by the insurances and the scope and terms of
reinsurance, if any, including a cut-through and assignment clause.
 9.
    
    RenewalsThe Grantors will monitor the insurances on the Pool Aircraft and their expiration dates.
The relevant Grantor shall, when requested by the Collateral Agent, promptly inform the
Collateral Agent as to whether or not it has been advised that renewal instructions for any
of the insurances have been given by the airline operator or its broker prior to or on the
scheduled expiry date of the relevant insurance. The relevant Grantor shall promptly
 V-3




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notify the Collateral Agent in writing if it receives notice that any of the insurances have
in fact expired without renewal. Promptly after receipt, the relevant Grantor will provide
to the Collateral Agent evidence of renewal of the insurances and reinsurance (if any).
 10.
    
    InformationSubject to applicable confidentiality restrictions, each of the Grantors shall provide the
Collateral Agent or shall ensure that the Collateral Agent is provided with any information
reasonably requested by it from time to time concerning the insurances maintained with
respect to the Pool Aircraft or, if reasonably available to the Grantors, in connection with
any claim being made or proposed to be made thereunder.
 V-4




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Security Agreement Parent
Holdco Borrower Irish Subsidiary Holdco CA
Subsidiary Holdco Grantors Collateral Agent
    A-1-1




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By:Name:Title:  
 By:Name:Title: A-1-2




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Airframe Manufacturer
    
    
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model
 A-1-3




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PLEDGED EQUITY INTERESTS
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Beneficial Interest
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Membership Interest
  Pledged Equity Party
    
    Certificate No.
    
    Percentage Stock
 PLEDGED DEBT
  A-1-4




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Security Agreement Parent
Holdco Borrower Irish Subsidiary Holdco CA
Subsidiary Holdco Grantors Collateral Agent
  Grant of Security Interest Supplementary Collateral
  A-2-1




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A-2-2




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[Signature Page Follows]
 A-2-3




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By:Name:Title:  
 By:Name:Title: A-2-4




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AirframeManufacturer and
    
    
    
    
    
    Engine ManufacturerAirframe MSN
    
    Model
    
    Engine MSNs
    
    and Model
 A-2-5




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PLEDGED EQUITY INTERESTS
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Beneficial Interest
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Membership Interest
  Pledged Equity Party
    
    Certificate No.
    
    Percentage Stock
 PLEDGED DEBT
 A-2-6




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##### 



A-2-7




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##### 



Chief Executive Office, Chief Place ofBusiness and Registered Office and OrganizationalName of Grantor
    
    ID (if applicable)
 A-2-8




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##### 



FORM OF CHARGE OVER SHARES OF IRISH SUBSIDIARY HOLDCO
 __ March 2010
 SHARE CHARGE
  DELOS AIRCRAFT INC.
   BANK OF AMERICA, N.A.
  in respect of shares of
 Artemis (Delos) Limited
 A & L GOODBODY
 B-1




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SHARE CHARGE
  (1)
    
    DELOS AIRCRAFT INC., a company incorporated under the laws of California (the
Chargor); and(2)
    
    BANK OF AMERICA, N.A., a national banking association as the collateral agent
under the Security Agreement (as defined below), (the Chargee);
  A.
    
    By a term loan 2 credit agreement dated as of March 17, 2010 among the Chargor as Borrower,
International Lease Finance Corporation (ILFC), Hyperion Aircraft Inc. and Apollo Aircraft
Inc. as Guarantors, the lenders identified therein as Lenders, Bank of America, N.A., as
Administrative Agent, the Chargee and Goldman Sachs Lending Partners LLC as Syndication (the
Credit Agreement) the Lenders have agreed to make available a term loan facility to the
Borrower.B.
    
    By a security agreement dated as of March 17, 2010 between the Chargor, Hyperion Aircraft
Inc., Apollo Aircraft Inc. and the additional grantors referred to therein as Grantors and the
Chargee, such Grantors have agreed to grant certain security to the Chargee (the Security
Agreement).C.
    
    Pursuant to the terms of the Credit Agreement, the Chargor has agreed to grant this charge
over the shares in the Company.D.
    
    The terms and conditions of this Charge are acceptable to the Chargee.
 NOW THIS CHARGE WITNESSETH
 1.
    
    DEFINITIONS AND INTERPRETATION1.1.
    
    In this Charge (including the Recitals), words and expressions defined in the Security
Agreement shall (unless otherwise defined herein or the context requires otherwise) have the
same meaning herein and the following words and expressions shall have the following meanings,
except where the context otherwise requires:Actmeans the Land and Conveyancing Law Reform Act 2009;this Chargemeans this share charge;Companymeans Artemis (Delos) Limited (registered number 482230), a company incorporated in
Ireland having its registered office at 30 North Wall Quay, Dublin 1, Ireland;Charged Propertymeans:
 (1)
    
    all the issued shares in the capital of the Company as described
in Schedule A and all other shares and share warrants in the capital of the
Company from time to time legally or beneficially owned by the Chargor during
the Security Period (together the Charged Shares); and(2)
    
    including in each case all proceeds of sale thereof and all
dividends, interest or other distributions hereafter declared, made, paid or
payable in respect of the same and all allotments, accretions, offers, rights,
benefits and advantages whatsoever at any time accruing, offered or arising in
respect of or incidental to the same and all stocks, shares, rights, money or
property accruing thereto or offered at any time by way of conversion,
redemption, bonus, preference, option, substitution, capital redemption or
otherwise in respect thereof;
 Charged Shareshas the meaning assigned thereto in the definition of Charged Property;
 2




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Event of Defaultmeans any Event of Default as defined in the Credit Agreement;Loan Documenthas the meaning given to it in the Credit Agreement;Partiesmean the parties to this Charge;Receivermeans a receiver (whether appointed pursuant to this Charge, pursuant to any
statute, by a court or otherwise) of the Charged Property or any part of it;Secured Obligationshas the meaning given to it in the Security Agreement;Secured Partymeans any of or, in the plural form, all of the Chargee, the Lenders, the
Administrative Agent and the Syndication Agent; andSecurity Periodmeans the period commencing on the date of execution of this Charge and
terminating upon the date on which the Secured Obligations have been unconditionally and
irrevocably paid and discharged in full.
 1.2.
    
    In this Charge:
 1.2.1.
    
    words and phrases the definition of which is contained in or referred to section 2 of
the Companies Act, 1963 are to be construed as having the meaning attributed to them
therein;1.2.2.
    
    references to statutory provisions shall be construed as references to those
provisions as amended or re-enacted or as their application is modified by other
provisions from time to time and shall include references to any provisions of which
they are reenactments (whether with or without modification);1.2.3.
    
    references to clauses, recitals and schedules are references to clauses hereof,
recitals hereof and schedules hereto; references to sub-clauses or paragraphs are,
unless otherwise stated, references to sub-clauses of the clause or paragraphs of the
schedule in which the reference appears;1.2.4.
    
    references to the singular shall include the plural and vice versa and references to
the masculine shall include the feminine or neuter and vice versa;1.2.5.
    
    references to persons shall include natural persons, firms, partnerships, companies,
corporations, associations, organisations, governments, states, foundations, trusts,
bodies of persons whether incorporated or unincorporated (in each case whether or not
having a separate legal personality);1.2.6.
    
    references to assets include property, rights and assets of every description;1.2.7.
    
    references to any document are to be construed as references to such document as
amended, varied, assigned, novated, restated or supplemented from time to time;1.2.8.
    
    references to any person shall be construed so as to include that persons
successors, assigns and transferees;1.2.9.
    
    any reference to a legal term for any action, remedy, method of judicial proceeding,
legal document, legal status, court, official or any legal concept or thing is, in
respect of any jurisdiction other than Ireland, shall be deemed to include a reference
to what mostly nearly approximates in that jurisdiction to the Irish legal term;1.2.10.
    
    the headings are inserted for convenience only and are not to affect the
construction of this Charge; and1.2.11.
    
    any phrase introduced by the terms including, include, in particular or any
similar expression is to be construed as illustrative and shall not limit the sense of
the words proceeding those terms.
 3




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##### 



2.
    
    COVENANT TO PAY AND PERFORM2.1.
    
    The Chargor hereby covenants and undertakes with the Chargee that it shall pay and discharge
the Secured Obligations as and when they become due to be paid or discharged as and to the
extent provided in the Credit Agreement, this Charge or any other Loan Document.2.2.
    
    The Chargor shall pay interest on any delinquent sum (before and after any judgment) from the
date of demand until the date of payment calculated on a daily basis in accordance with the
provisions of the Credit Agreement.2.3.
    
    Any payment made by the Chargor under this Charge shall be made free and clear of and without
any deduction for or on account of any set-off or counterclaim.3.
    
    SECURITY3.1.
    
    As a continuing security for the payment and performance of the Secured Obligations, the
Chargor as legal and beneficial owner hereby charges to the Chargee, by way of a first fixed
charge, all of its right, title and interest in and to the Charged Property.3.2.
    
    The Chargor hereby agrees to deliver to the Chargee, on the date of execution of this Charge:
 3.2.1.
    
    an undated stock transfer form (executed in blank by or on behalf of the Chargor) in
respect of all the Charged Shares;3.2.2.
    
    all share certificates, warrants and other documents of title representing the
Charged Shares together with a certified copy of the up to date register of members of
the Company;3.2.3.
    
    an undated irrevocable proxy in respect of the Charged Shares executed by the
Chargor, in the for set out in Schedule C to this Charge;3.2.4.
    
    an irrevocable appointment signed by the Chargor in respect of the Charged Shares, in
the form set out in Schedule D to this Charge; and3.2.5.
    
    executed but undated letters of resignation and release from each of the directors,
alternate directors and secretary of the Company appointed by the Chargor in the forms
set out in Schedule B to this Charge.
 The Chargee acknowledges and agrees that if at any time the Secured Obligations have been
unconditionally and irrevocably paid and discharged in full it shall, unless otherwise
required pursuant to this Charge or the Security Agreement or the Credit Agreement, or in
accordance with the Credit Agreement or the Security Agreement, deliver the documents
referred to in this clause 3.2 to the then Chargee and thereafter during the Security
Period, such documents shall be held by the Chargee.3.3.
    
    The Chargor will procure that, for the duration of the Security Period, there shall be (a) no
increase or reduction in the authorised or issued share capital of the Company, (b) no
variation of the rights attaching to or conferred by the Charged Property or any part of it,
(c) no appointment of any further director or officers of the company, and (d) no alteration
to the constitutive documents of the Company, in each case, without the prior consent in
writing of the Chargee, but the foregoing shall not be interpreted as requiring the Chargees
consent to further capital contribution to the Company by the Chargor.3.4.
    
    The Chargor will deliver, or cause to be delivered, to the Chargee immediately upon (subject
to clause 3.3) the issue of any further Charged Shares, the items listed in clauses 3.2.1 and
3.2.2 in respect of all such further Charged Shares.3.5.
    
    The Chargor will deliver or cause to be delivered, to the Chargee immediately upon (subject
to clause 3.3) the appointment of any further director, alternate director or officer of the
Company an undated, signed letter of resignation from such further director, alternate
director or officer in a form acceptable to the Chargee.3.6.
    
    The Chargor hereby covenants that, except as otherwise provided in the Loan Documents, during
the Security Period:
 4




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##### 



3.6.1.
    
    it will remain the legal and beneficial owner of the Charged Property;3.6.2.
    
    it will not create or suffer the creation or existence of any Liens (other than
Permitted Liens) on or in respect of the whole of any part of the Charged Property or
any of its interest therein;3.6.3.
    
    it will not sell, assign, transfer or otherwise dispose of any of its interest in the
Charged Property in any such case, without the prior consent in writing of the Chargee;3.6.4.
    
    it will not permit any person other than the Chargee (or such person as may be
specified for this purpose in writing by the Chargee) to be registered as holder of the
Shares or any part thereof;3.6.5.
    
    it will duly and promptly pay all calls, instalments or other payments which may be
or become due in respect of the Charged Shares as and when the same from time to time
become due;3.6.6.
    
    it will promptly give to the Chargee all material notices and other documents
received in respect of the Charged Shares;3.6.7.
    
    it will ensure that the Charged Shares are, and at all times remain, free from any
restriction on transfer to the Chargee, its nominee(s) or to any purchaser from the
Chargee pursuant to the exercise of any rights or remedies of the Chargee under or
pursuant to this Charge;3.6.8.
    
    it will notify the Chargee immediately upon receipt of any notice issued under
section 16(1) of the Companies Act, 1990 in respect of all or any of the Charged Shares
or upon becoming aware that any such notice has been issued or that steps have been
taken or are about to be taken to obtain an order for the sale of all or any of the
Charged Shares under section 16(7) of the Companies Act 1990;3.6.9.
    
    it will not claim any set-off or counterclaim against the Chargee or any Secured
Party;3.6.10.
    
    following the occurrence of an Event of Default which is continuing, it will not
claim or prove in competition with the Chargee or any Secured Party in the bankruptcy
or liquidation of the Company or have the benefit of, or share in, any payment from or
composition with, the Company for any indebtedness of the Company provided thatif so
directed by the Chargee, it will prove for the whole or any part of its claim in the
liquidation or bankruptcy of the Company on terms that the benefit of such proof and of
all money received by it in respect thereof shall be held on trust for the Chargee and
applied in or towards the discharge of the liabilities and obligations of the Chargor
to the Chargee under this Charge in such manner as the Chargee shall deem appropriate;3.6.11.
    
    it will not exercise its rights of subrogation against the Company;3.6.12.
    
    following the occurrence of an Event of Default which is continuing, it will take
such action as the Chargee may, in its absolute discretion, direct in the event that it
becomes possible (whether under the terms of issue of the Charged Shares, a
reorganisation or otherwise) to convert or exchange the Charged Shares or have them
repaid or in the event that any offer to purchase is made in respect of the Charged
Shares or any proposal is made for varying or abrogating any rights attaching to them;
and3.6.13.
    
    it will not permit any of the Charged Shares to be redeemed and repaid.
 3.7.
    
    The Chargor shall remain liable to perform all the obligations assumed by it in relation to
the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in
respect thereof or be under any liability whatsoever in the event of any failure by the
Chargor to perform its obligations in respect thereof.3.8.
    
    For the avoidance of doubt, the Chargee shall not in any circumstances incur and liability
whatsoever in respect of any calls, instalments or otherwise in connection with the Charged
Property.3.9.
    
    Upon the Chargee being satisfied that the Secured Obligations have been unconditionally and
irrevocably paid and discharged in full, or as otherwise provided in the Credit Agreement or
the other Loan Documents, and following a written request therefor from the Chargor, the
Chargee will, subject to
 5




---



##### 



being indemnified to their reasonable satisfaction for the costs and expenses incurred by
the Chargee in connection therewith, release the security constituted by this Charge.4.
    
    REPRESENTATIONS AND WARRANTIES OF THE CHARGOR4.1.
    
    The Chargor hereby represents and warrants to the Chargee and the Secured Parties that:
 4.1.1.
    
    it is not in breach of any of its obligations under this Charge;4.1.2.
    
    the Chargor is the sole legal and beneficial owner of all of the Charged Property
free from any Lien (other than any Permitted Lien) and any options or rights of
pre-emption;4.1.3.
    
    the Chargor has not sold or otherwise disposed of or agreed to sell or otherwise
dispose of or granted or agreed to grant any option in respect of the Charged Property
and will not do any of the foregoing at any time during the Security Period;4.1.4.
    
    it is not necessary that this Charge be filed, recorded or enrolled with any court or
other authority in Ireland or any other jurisdiction (except filing with the Irish
Companies Registration Office pursuant to Section 111 of the Companies Act 1963 and
under the Uniform Commercial Code enacted in any jurisdiction;4.1.5.
    
    the Charged Shares constitute all of the issued share capital of the Company;4.1.6.
    
    the Charged Shares have been duly authorised, validly issued and are fully paid or
credited as fully paid, no calls have been made in respect thereof and remain unpaid
and no calls can be made in respect of such Charged Shares in the future;4.1.7.
    
    the terms of the Charged Shares and of the constitutive documents of the Company do
not restrict or otherwise limit the Chargors right to transfer or charge the Charged
Shares and the directors of the Company cannot refuse to register any transfer of the
Charged Shares to the Chargee or any party nominated by the Chargee;4.1.8.
    
    it will not be required to make any deduction or withholding from any payment it may
make under this Charge.
 4.2.
    
    The Chargor acknowledges that the Chargee has entered into this Charge in reliance on the
representations and warranties set out in Clause 4.1.5.
    
    DEALINGS WITH CHARGED PROPERTY5.1.
    
    Unless and until the occurrence of an Event of Default which is continuing:
 5.1.1.
    
    subject always to Clause 3.3, the Chargor shall continue to be entitled to exercise
all voting and consensual powers pertaining to the Charged Property or any part thereof
for all purposes not inconsistent with the terms of this Charge; and5.1.2.
    
    the Chargor shall be entitled to receive and retain any cash dividends, but not other
moneys or assets accruing on or in respect of the Charged Property or any part thereof
 provided thatthe Chargor shall not exercise such voting rights in any manner which, in the
opinion of the Chargor, would, or would be reasonably likely to, violate the Credit
Agreement or the Security Agreement.5.2.
    
    The Chargor shall pay when due all calls, installments or other payments and shall discharge
all other obligations, which may become due in respect of any of the Charged Property and
following the occurrence of an Event of Default which is continuing, the Chargee may if it
thinks fit (but shall not be obliged to) make such payments or discharge such obligations on
behalf of the Chargor. Any sums so paid by the Chargee in respect thereof shall be repayable
on demand by the Chargor with interest thereon calculated in accordance with clause 2.2 and
pending such repayment shall constitute part of the Secured Obligations.5.3.
    
    The Chargee shall not have any duty to ensure that any dividends, interest or other moneys
and assets
 6




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##### 



receivable in respect of the Charged Property are duly and punctually paid, received or
collected as and when the same become due and payable or to ensure that the correct amounts
(if any) are paid or received on or in respect of the Charged Property or to ensure the
taking up of any (or any offer of any) stocks, shares, rights, moneys or other property
paid, distributed, accruing or offered at any time by way of redemption, bonus, rights,
preference, or otherwise on or in respect of, any of the Charged Property.5.4.
    
    The Chargor hereby authorises the Chargee to arrange at any time and from time to time (after
the occurrence of an Event of Default which is continuing) for the Charged Property or any
part thereof to be registered in the name of the Chargee (or its nominee) thereupon to be
held, as so registered, subject to the terms of this Charge.5.5.
    
    The Chargor may not take any action in relation to the Charged Property or this Charge under
the provisions of Section 94 of the Act (Court order for sale).6.
    
    PRESERVATION OF SECURITY6.1.
    
    It is hereby agreed and declared that:
 6.1.1.
    
    the security created by this Charge shall be held by the Chargee as a continuing
security for the payment and discharge of the Secured Obligations and the security so
created shall not be satisfied by any intermediate payment or satisfaction of any part
of the Secured Obligations;6.1.2.
    
    the security created by this Charge is in addition to and independent of and shall
not prejudice or merge with any other security (or any right of set-off) which the
Chargee may hold at any time for the Secured Obligations or any of them;6.1.3.
    
    the Chargee shall not be bound to seek to recover any amounts due from the Borrowers
or any other person, exercise any rights against a Borrower or any other person or
enforce any other security before enforcing the security created by this Charge;6.1.4.
    
    no delay or omission on the part of the Chargee in exercising any right, power or
remedy under this Charge shall impair such right, power or remedy or be construed as a
waiver thereof nor shall any single or partial exercise of any such right, power or
remedy preclude any further exercise thereof or the exercise of any other right, power
or remedy. The rights, powers and remedies herein provided are cumulative and not
exclusive of any rights, powers and remedies provided by law and may be exercised from
time to time and as often as the Chargee may deem expedient; and6.1.5.
    
    any waiver by the Chargee of any terms of this Charge shall only be effective if
given in writing and then only against the Chargee and for the purpose and upon the
terms for which it is given.
 6.2.
    
    Where any discharge is made in whole or in part or any arrangement is made on the faith of
any payment, security or other disposition which is avoided or must be repaid on bankruptcy,
liquidation, by virtue of Section 1001 of the Taxes Consolidation Act 1997 or otherwise
without limitation, this Charge shall continue in force as if there had been no such discharge
or arrangement. The Chargee shall be entitled to concede or compromise in good faith any
claim that any such payment, security or other disposition is liable to avoidance or
repayment.6.3.
    
    Until the Secured Obligations have been unconditionally and irrevocably satisfied and
discharged in full to the satisfaction of the Chargee or as otherwise provided in the Credit
Agreement or the Security Agreement, the Chargee may at any time keep in a separate account or
accounts (without liability to pay interest thereon) in the name of the Chargee for as long as
the Chargee may think fit, any moneys received recovered or realised under this Charge or
under any other guarantee, security or agreement relating in whole or in part to the Secured
Obligations without being under any intermediate obligation to apply the same or any part
thereof in or towards the discharge of such amount.7.
    
    ENFORCEMENT OF SECURITY7.1.
    
    The security hereby constituted shall become enforceable upon the occurrence of an Event of
Default
 7




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##### 



which is continuing.7.2.
    
    At any time after the occurrence of an Event of Default which is continuing, the rights
conferred on the Chargee under this Charge or by law shall be immediately exercisable upon and
at any time thereafter and, without prejudice to the generality of the foregoing, the Chargee
or any Receiver appointed hereunder without further notice to the Chargor:
 7.2.1.
    
    may solely and exclusively exercise all voting and/or consensual powers pertaining to
the Charged Property or any part thereof and may exercise such powers in a such manner
as the Chargee may think fit; and/or7.2.2.
    
    may complete any share transfer forms then held by the Chargee pursuant to this
Charge in the name of the Chargee (or its nominee) and the Chargor shall do whatever
the Chargee requires in order to procure the prompt registration of such transfer and
the prompt issue of a new certificate or certificates for the relevant Charged Property
in the name of the Chargee; and/or7.2.3.
    
    date any or all, as the Chargee in its absolute discretion may deem appropriate, of
the letters of resignation of the Directors and Secretary of the Company provided to
the Chargee pursuant to clause 3.2.5, the proxy provided to the Chargee pursuant to
clause 3.2.3 and the appointment provided to the Chargee pursuant to clause 3.2.4 and
sign, seal, execute, deliver, acknowledge, file and register all such documents,
instruments, agreements, certificates and any other document (including, but not
limited to, such letters of resignation) and do any and all such other acts or things
as the Chargee may in its absolute discretion deem necessary or desirable to remove any
or all of the Directors and/or Secretary from the office of director or, as the case
may be, secretary of the Company.7.2.4.
    
    may receive and retain all dividends, interest or other moneys or assets accruing on
or in respect of the Charged Property or any part thereof, such dividends, interest or
other moneys or assets to be held by the Chargee, as additional security charged under
and subject to the terms of this Charge and any such dividends, interest and other
moneys or assets received by the Chargor after such time shall be held in trust by the
Chargor for the Chargee and paid or transferred to the Chargee on demand; and/or7.2.5.
    
    may sell, transfer, grant options over or otherwise dispose of the Charged Property
or any part thereof at such place and in such manner and at such price or prices as the
Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign
and transfer in accordance therewith the Charged Property so sold, transferred, granted
options over or otherwise disposed of.
 7.3.
    
    At any time after the security constituted by this Charge has become enforceable:
 7.3.1.
    
    the statutory power of sale conferred by section 100 (Power of sale) of the Act free
from restrictions contained in section 100(1)(a), (b), (c), (2), (3) and (4) and
without the requirement to serve notice (as provided for in section 100(1)); and7.3.2.
    
    the incidental powers of sale conferred by section 102 (Incidental powers)
 will immediately arise and be exercisable by the Chargee and/or any Receiver (as
appropriate).7.4.
    
    Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall
not be bound to see or enquire whether the Chargees power of sale has become exercisable in
the manner provided in this Charge and for the purposes and benefit of such purchaser the sale
shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the
purchase money shall effectively discharge the purchaser who shall not be concerned with the
manner of application of the proceeds of sale or be in any way answerable therefor.7.5.
    
    The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any
payment received by it under this Charge or to make any claim or to take any action to collect
any moneys assigned by this Charge or to enforce any rights or benefits assigned to it by this
Charge or to which the it may at any time be entitled hereunder.7.6.
    
    Neither the Chargee nor any of its respective agents, managers, officers, employees,
delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or
expense incurred or
 8




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##### 



arising in connection with the exercise or purported exercise of any rights, powers and
discretions hereunder in the absence of gross negligence, dishonesty or willful default.7.7.
    
    The provisions of section 97 of the Act (Taking possession), section 99(1) (Mortgagee in
possession) and section 101 (Applications under sections 97 and 100) shall not apply to this
Charge.7.8.
    
    Receivers
 7.8.1.
    
    At any time after the occurrence of an Event of Default, the Chargee may by a written
instrument and without notice to any party appoint a Receiver of the Charged Property
or any part of it. A Receiver so appointed shall be the agent of the Chargor and the
Chargor shall be solely responsible for his acts, defaults and remuneration but the
Chargee will have power from time to time to fix the remuneration of any Receiver and
direct payment thereof out of the proceeds of the Charged Property. The restrictions
contained in section 108(1) and the provisions of sub-sections 108(4) and (7)
(Appointment of a Receiver) of the Act will not apply to the appointment of a Receiver
under this clause 7.8.1;7.8.2.
    
    The Chargee may by instrument in writing delegate to any such Receiver all or any of
the rights, powers and discretions vested in it by this Charge pursuant to section
108(3) of the Act;7.8.3.
    
    The Chargee may by instrument in writing delegate to any such Receiver all or any of
the rights, powers and discretions vested in it by this Charge;7.8.4.
    
    In addition to the powers conferred on the Chargee by this Charge, the Receiver
appointed pursuant to Clause 7.8.1 shall have in relation to the Charged Property all
the powers conferred by the Act (as extended by this Charge) on a Receiver appointed
under that Act;7.8.5.
    
    The Chargee shall not be responsible for any negligence on the part of a Receiver,
provided that the Chargee shall have used bona fides in the appointment of such
Receiver;7.8.6.
    
    Neither the Chargee nor any Receiver appointed under this Charge shall be liable to
account as mortgagee in possession in respect of any of the Charged Property or be
liable for any loss upon realisation or for any neglect or default of any nature
whatsoever (except to the extent that the same results from their or his gross
negligence or willful default in connection with any of the Charged Property) for which
a mortgagee in possession might as such be liable and all costs, charges and expenses
incurred by the Chargee or any Receiver appointed hereunder (including the costs of any
proceedings to enforce the security) together with all Value Added Tax thereon shall be
paid by the Chargor on a solicitor and own client basis and shall form part of the
Secured Obligations and be charged on and paid out of the Charged Property; and7.8.7.
    
    All amounts realized by the Chargee in connection with the exercise of rights and
remedies hereunder shall be applied by the Chargee as provided in section 3.02
(Priority of Payments) of the Security Agreement. To the extent relevant, the
subordination arrangements set forth in Sections 2, 5 and 6 of the Intercreditor
Agreement shall apply to this Charge.
 8.
    
    FURTHER ASSURANCES8.1.
    
    The Chargor shall from time to time at its expense, execute and deliver any and all such
further instruments and documents and take all such actions as the Chargee in its reasonable
discretion may require for:
 8.1.1.
    
    perfecting, protecting or ensuring the priority of the security hereby created (or
intended to be created);8.1.2.
    
    preserving or protecting any of the rights of the Chargee under this Charge;8.1.3.
    
    ensuring that the security constituted by this Charge and the covenants and
obligations of the Chargor under this Charge shall enure to the benefit of any assignee
of the Chargee;8.1.4.
    
    facilitating the appropriation or realisation of the Charged Property or any part
thereof; or8.1.5.
    
    the exercise of any power, authority or discretion vested in the Chargee under this
Charge,
 9




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##### 



in any such case, forthwith upon demand by the Chargee and at the expense of the Chargor.9.
    
    INDEMNITIES9.1.
    
    The Chargor will indemnify and save harmless the Chargee and each of its agents or attorneys
appointed under or pursuant to this Charge from and against any and all expenses, claims,
liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the
Chargee or such agent or attorney:
 9.1.1.
    
    in the exercise or purported exercise of any rights, powers or discretions vested in
them pursuant to this Charge;9.1.2.
    
    in the preservation or enforcement of the Chargees rights under this Charge or the
priority thereof; or9.1.3.
    
    on the release of any part of the Charged Property from the security created by this
Charge,
 as provided in the Security Agreement and subject to the terms thereof.9.2
    
    If, under any applicable law or regulation, and whether pursuant to a judgment being made or
registered against the Chargor or the bankruptcy or liquidation of the Chargor or for any
other reason any payment under or in connection with this Charge is made or fails to be
satisfied in a currency (the Payment Currency) other than the currency in which such payment
is due under or in connection with this Charge (the Contractual Currency), then to the extent
that the amount of such payment actually received by the Chargee when converted into the
Contractual Currency at the rate of exchange, falls short of the amount due under or in
connection with this Charge, the Chargor, as a separate and independent obligation, shall
indemnify and hold harmless the Chargee against the amount of such shortfall. For the
purposes of this clause 9.2, rate of exchange means the rate at which the Chargee is able on
or about the date of such payment to purchase the Contractual Currency with the Payment
Currency and shall take into account any premium and other costs of exchange with respect
thereto.10.
    
    POWER OF ATTORNEY10.1.
    
    The Chargor by way of security hereby irrevocably appoints and constitutes the Chargee and
any Receiver jointly and also severally the attorney or attorneys of the Chargor on the
Chargors behalf and in the name of the Chargor or otherwise and to do all acts and to
execute, seal or otherwise affect any deed, assurance, agreement, instrument, document or act
which the Chargor could itself do in relation to the Charged Property or which may be required
or which may be deemed proper for any of the matters provided for in this Charge.10.2.
    
    The power hereby conferred shall be a general power of attorney and the Chargor hereby
ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any
such attorney may execute or do. In relation to the power referred to herein, the exercise by
the Chargee of such power shall be conclusive evidence of its right to exercise the same.10.3.
    
    This power shall not become exercisable unless and until an Event of Default has occurred
and is continuing.11.
    
    EXPENSES11.1.
    
    The Chargor shall pay to the Chargee within 10 Business Days of demand all costs, fees and
expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred
by the Chargee (or any Secured Party) or for which the Chargee may become liable in connection
with:
 11.1.1.
    
    the negotiation, preparation and execution of this Charge;11.1.2.
    
    the preserving or enforcing of, or attempting to preserve or enforce, any of its
rights under this Charge or the priority hereof;
 10




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##### 



11.1.3.
    
    any variation of, or amendment or supplement to, any of the terms of this Charge;
and /or11.1.4.
    
    any consent or waiver required from the Chargee in relation to this Charge,
 and in the case referred to in clauses 11.1.3 and 11.1.4 regardless of whether the same is
actually implemented, completed or granted, as the case may be.11.2.
    
    The Chargor shall pay promptly all stamp, documentary, registration and other like duties
and taxes to which this Charge may be subject or give rise and shall indemnify the Chargee on
demand against any and all liabilities with respect to or resulting from any delay or omission
on the part of the Chargor to pay any such duties or taxes.11.3.
    
    The provisions of section 109 (Application of money received) of the Act shall not apply to
this Charge.12.
    
    ASSIGNMENTS12.1.
    
    This Charge shall be binding upon and shall enure to the benefit of the Chargor and the
Chargee and each of their respective successors and (subject as hereinafter provided) assigns
and references in this Charge to any of them shall be construed accordingly.12.2.
    
    The Chargor may not assign or transfer all or any part of its rights and/or obligations
under this Charge.12.3.
    
    The Chargee may assign or transfer all or any part of its rights or obligations under this
Charge as provided in the Security Agreement. The Chargee will be entitled to disclose any
information concerning the Chargor to any proposed assignee or transferee. The Chargee shall
notify the Chargor promptly following any such assignment or transfer.12.4.
    
    In the event of assignment or transfer by the Chargee as permitted by clause 12.3, the
Chargor shall at the request of the Chargee join in such assignment or transfer so as to cause
the full benefit of this Charge to be passed to the relevant assignee or transferee.13.
    
    MISCELLANEOUS13.1.
    
    The Chargee, at any time and from time to time, may delegate by power of attorney or in any
other manner to any person or persons all or any of the powers, authorities and discretions
which are for the time being exercisable by the Chargee under this Charge in relation to the
Charged Property or any part thereof. Any such delegation may be made upon such terms and be
subject to the regulations as the Chargee may think fit. The Chargee shall not be in any way
liable or responsible to the Chargor for any loss or damage arising from any act, default,
omission or misconduct on the part of any such delegate provided that the Chargee has acted
reasonably in selecting such delegate.13.2.
    
    If any of the clauses, conditions, covenants or restrictions (the Provision) of this Charge
or any deed or document emanating from it shall be found to be void but would be valid if some
part thereof were deleted or modified, then the Provision shall apply with such deletion or
modification as may be necessary to make it valid and effective.13.3.
    
    This Charge (together with any documents referred to herein) constitutes the whole agreement
between the Parties relating to its subject matter and no variations hereof shall be effective
unless made in writing and signed by each of the Parties.13.4.
    
    This Charge may be executed in counterparts each of which when executed and delivered shall
constitute an original but all such counterparts together shall constitute one and the same
instrument.13.5.
    
    A certificate of the Chargee as to the amount of any Secured Obligation owed to it (whether
for itself or in a representative capacity) shall, in the absence of manifest error, be
conclusive evidence of the existence and amount of such Secured Obligation.13.6.
    
    If the Chargee causes or requires Charged Property to be registered in the name of a nominee
for the Chargee, any reference in this Charge to the Chargee shall, if the context so permits
or requires, be construed as a reference to each of the Chargee and such nominee.13.7.
    
    The rights and remedies of the Chargee under this Charge are cumulative and without
prejudice and in
 11




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##### 



addition to any rights or remedies which the Chargee may have at law or in equity. No
exercise by the Chargee of any right or remedy under this Charge or at law or in equity
shall (save to the extent, if any, provided expressly in this Charge, or at law or in
equity) operate so as to hinder or prevent the exercise by it of any other right or remedy.
Each and every right and remedy may be exercised from time to time as often and in such
order as may be deemed expedient by the Chargee.14.
    
    LIMIT OF LIABILITYThe provisions of section 8.13 (Limited Recourse) of the Security Agreement shall apply
mutatis mutandis to this Charge as if written out in full herein.15.
    
    LAW AND JURISDICTION15.1.
    
    This Charge, and any non-contractual obligations arising out of or in connection with this
Charge, shall be governed and construed in accordance with Irish law.15.2.
    
    The Chargor irrevocably agrees for the benefit of the Chargee that the courts of Ireland
shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle
any disputes, whether relating to a contractual or non-contractual obligation, which may arise
out of or in connection with this Charge and, for such purposes, irrevocably submits to the
jurisdiction of such courts.15.3.
    
    The Chargor irrevocably waives any objection which it might now or hereafter have to the
courts referred to in Clause 15.2 being nominated as the forum to hear and determine any suit,
action or proceeding, and to settle any disputes, which may arise out of or in connection with
this Charge and agrees not to claim that any such court is not a convenient or appropriate
forum in each case whether on the grounds of venue or forum non convenient or any similar
grounds or otherwise.15.4.
    
    The submission to the jurisdiction of the courts referred to in Clause 15.2 shall not (and
shall not be construed so as to) limit the right of the Chargee to take proceedings against
the Chargor 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.15.5.
    
    To the extent that the Chargor, or any of the property of the Chargor is or becomes entitled
at any time to any immunity on the grounds of sovereignty or otherwise from any legal action,
suit or proceeding, from set-off or counterclaim, from the jurisdiction of any competent
court, from service of process, from attachment prior to judgment, from attachment in aid of
execution, or from execution prior to judgment, or other legal process in any jurisdiction,
the Chargor for itself, and its property does hereby irrevocably and unconditionally waive,
and agrees not to plead or claim, any such immunity with respect to its or his, as the case
may be, obligations, liabilities or any other matter under or arising out of or in connection
with this Charge or the subject matter hereof or thereof.16.
    
    SERVICE OF PROCESS AGENTThe Chargor hereby irrevocably appoints ILFC Ireland Limited of 30 North Wall Quay, Dublin
1 as its Agent with full authority to receive, accept and acknowledge, for itself and on its
behalf, service of all process issued out of or relating to any proceedings referred to in
clause 15 in the Courts of Ireland.
 12




---



##### 



Schedule A
 Number andCompany
    
    Description of Shares
    
    Registered HolderArtemis (Delos)
    
    2 Ordinary Shares
    
    Delos Aircraft Inc.Limited
    
    of US$1.00 each
 13




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##### 



SCHEDULE B
 Part I
 To:
    
    Bank of America, N.A.(the Chargee)
 
 Date of Deed
  Company
 Charge
    14




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##### 



SCHEDULE B
 PART II
 
 Company
  Resignation of Directors/Secretary
     Signed and Deliveredby [insert name of director/secretary]in the presence of:
 Witness Signature:Witness Name:Witness Address:
 15




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##### 



Schedule C
 Form of Proxy
 Company
 Delos Aircraft Inc.
 
 16




---



##### 



Schedule D
 Form of Irrevocable Appointment
 Company
 Delos Aircraft Inc.
 
 17




---



##### 



SIGNEDbyDELOS AIRCRAFT INC.in the presence of:
 Witness Signature:Witness Name:Witness Address:
 SIGNEDbyBANK OF AMERICA, N.A.,in the presence of:
 Witness Signature:Witness Name:Witness Address:
 18




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##### 



Pledgor Pledgee Collateral Account Securities Intermediary Collateral UCC
 Security Agreement
   1.
    
    The Securities Intermediary is instructed to register the pledge on its books. Securities
Intermediary shall hold all certificated securities that comprise all or part of the
Collateral with proper endorsements to the Securities Intermediary or in blank, or will
deliver possession of such certificated securities to the Pledgee. The Securities
Intermediary acknowledges the security interest granted by the Pledgor in favor of the Pledgee
in the Collateral.
 2.
    
    The Securities Intermediary represents, warrants and agrees that the Collateral Account (i)
has been established and is and will be maintained with the Securities Intermediary on its
books and records and (ii) is and will be a securities account (as defined in Section
8-501(a) of the UCC) in respect of which the (A) Securities Intermediary is a securities
intermediary (as defined in Section 8-102(a)(14) of the UCC), (B) the Pledgor is the
entitlement holder (as defined in Section 8-102(a)(7) of the UCC) of the Collateral Account
subject to the control (as defined in Section 8-106 of the UCC) of the Pledgee, (C) the
securities intermediarys jurisdiction (as defined in Section 8-110(e) of the UCC) of the
Securities Intermediary in respect of the Collateral Account is New York and (D) all financial
assets carried in the Collateral Account will have been duly credited thereto in compliance
with Section 8-501 of the UCC.
 C-1




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##### 



3.
    
    The Securities Intermediary is instructed to deliver to the Pledgee copies of monthly
statements on the Collateral Account.
 4.
    
    The Collateral Account will be styled: Delos Aircraft Inc. Collateral Account for Bank of
America, N.A.
 5.
    
    All dividends, interest, gains and other profits with respect to the Collateral Account will
be reported in the name and tax identification number of the Pledgor.
 6.
    
    (a) The Securities Intermediary may not, without the prior written consent of Pledgee,
deliver, release or otherwise dispose of the Collateral or any interest therein unless the
proceeds thereof are held or reinvested in the Collateral Account as part of the Collateral or
applied by Securities Intermediary to the satisfaction of an Unsubordinated Obligation (as
defined below) owed to it. Except for such limitation and unless and until the Securities
Intermediary receives and has a reasonable period of time to act upon written notice from the
Pledgee which states that Pledgee is exercising exclusive control over the Collateral Account
(a Notice of Exclusive Control), the Securities Intermediary may comply with any investment
orders or instructions from Pledgor concerning the Collateral Account, or as set forth in
Section 6(b) below. A Notice of Exclusive Control (Exhibit A) may be delivered by the Pledgee
at any time upon the occurrence and continuance of an Event of Default, and shall designate
the account, person or other location to which the financial assets in the Collateral Account,
and cash dividends, interest, income, earnings and other distributions received with respect
thereto, shall thereafter be delivered. As between Pledgor and Pledgee, Pledgee agrees not to
deliver a Notice of Exclusive Control until the occurrence of an Event of Default (as defined
in the Security Agreement) that is continuing. For the avoidance of doubt, Securities
Intermediary shall have no responsibility for monitoring or determining whether an Event of
Default has occurred or is continuing.(b)
    
    On each Release Date, subject to the terms and conditions of the Loan Documents
(including, without limitation, the satisfaction of the conditions precedent in Section 4.02
of the Credit Agreement), the Pledgee shall issue an entitlement order to the Securities
Intermediary to distribute amounts from the Collateral Account to the Pledgor in the
relevant Aggregate Requested Release Amount to the account set forth in the applicable
Release Request; provided that, in the event the terms and conditions of the
Loan Documents are satisfied to the satisfaction of the Pledgee and the Pledgee fails to
promptly issue an entitlement order to the Securities Intermediary, the Pledgor shall have
the right to issue an entitlement order to the Securities Intermediary to distribute
amounts from the Collateral Account to the Pledgor in the relevant Aggregate Requested
Release Amount to the account set forth in the applicable Release Request.
 7.
    
    The Pledgor authorizes the Securities Intermediary, and the Securities Intermediary agrees,
to comply with any order or instruction from Pledgee concerning the Collateral Account,
including an order or instruction directing sale, transfer (to the extent that the Collateral
is transferable), release or redemption of all or part of the Collateral and the remittance of
the proceeds thereof, if any, to Pledgee or as otherwise instructed by the Pledgee, without
further consent by the Pledgor. Securities Intermediary shall have no responsibility or
liability to Pledgor for complying with any order or instruction, whether oral or written,
concerning the Collateral Account, the Collateral, any interest therein, or the proceeds
thereof originated by Pledgee and shall have no responsibility to investigate the
appropriateness of any such order or instruction, even if Pledgor notifies Securities
Intermediary that Pledgee is not legally entitled to originate any such order or instruction.
Securities Intermediary shall have no responsibility or liability to Pledgee for
 C-2




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complying with any order or instruction, whether oral or written, concerning the Collateral
Account, the Collateral, any interest therein, or the proceeds thereof originated by Pledgor
except to the extent such compliance would cause Securities Intermediary to violate (i)
paragraph 6 hereof or (ii) written orders or instructions previously received from Pledgee,
including without limitation, a Notice of Exclusive Control, but only to the extent
Securities Intermediary has had reasonable opportunity to act thereon. Securities
Intermediary shall be able to rely upon any notice, order or instruction that it reasonably
believes to be genuine. Securities Intermediary shall have no responsibility or liability
to Pledgee with respect to the value of the Collateral Account or any of the Collateral.
This Agreement does not create any obligation or duty on the part of Securities Intermediary
other than those expressly set forth herein.
 8.
    
    The Pledgor agrees to indemnify and hold the Securities Intermediary, its directors,
officers, employees, and agents harmless from and against any and all claims, causes of
action, liabilities, losses, lawsuits, demands, damages, costs and expenses, including without
limitation court costs and reasonable attorneys fees and expenses and allocated costs of in
house counsel, that may arise out of or in connection with this Agreement or any action taken
or not taken pursuant hereto, except to the extent caused by Securities Intermediarys gross
negligence or willful misconduct. The obligations of the Pledgor set forth in this paragraph
8 shall survive the termination of this Agreement.
 9.
    
    The Securities Intermediary is instructed that the Collateral Account is to remain a cash
account within the meaning of Regulation T issued by the Board of Governors of the Federal
Reserve System. The Securities Intermediary represents that it has not received notice
regarding any lien, encumbrance or other claim to the Collateral or the Collateral Account
from any other person and has not entered into an agreement with any third party to act on
such third partys instructions without further consent of the Pledgor. The Securities
Intermediary further agrees not to enter into any such agreement with any third party.
 10.
    
    The Securities Intermediary subordinates to the lien and security interest of the Pledgee any
right of setoff, encumbrance, security interest, lien or other claim that it may have against
the Collateral, except for any lien, claim, encumbrance or right of set off against the
Collateral Account for (i) customary commissions and fees arising from permitted trading
activity within the Collateral Account, and (ii) payment owed to Securities Intermediary for
open trade commitments for the purchase and/or sale of financial assets in and for the
Collateral Account (the Unsubordinated Obligations).
 11.
    
    To the extent a conflict exists between the terms of this Agreement and any account agreement
between the Pledgor and the Securities Intermediary, the terms of this Agreement will control,
provided that this Agreement shall not alter or affect any mandatory arbitration
provision currently in effect between Securities Intermediary and Pledgor.
 12.
    
    The terms of this Agreement may not be modified except by a writing signed by all parties
hereto.
 13.
    
    Securities Intermediary reserves the right, unilaterally, to terminate this Agreement, such
termination to be effective thirty (30) days after written notice thereof is given to Pledgor
and Pledgee. At the end of such thirty (30) day period, Securities Intermediary will deliver
all assets held in the Collateral Account to Pledgee unless Pledgee and Pledgor deliver joint
instructions to Securities Intermediary during such thirty (30) day period to deliver or
transfer the assets held in the Collateral Account to another party or securities
intermediary. In the event that it is not possible or practicable, in the judgment of the
Securities Intermediary, to transfer the Collateral or
 C-3




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deliver the Collateral to any other party, the Securities Intermediary will sell such assets
and deliver the proceeds according to the instructions provided by the Pledgee or the joint
instructions given by the Pledgee and Pledgor. Nothing set forth in this provision shall be
deemed to limit the right of Pledgee to issue orders or instructions to the Securities
Intermediary pursuant to paragraph 6 hereof. Pledgee may terminate this Agreement by
giving notice to Securities Intermediary and Pledgor. Termination shall not affect any of
the rights or liabilities of the parties hereto incurred before the date of termination.
 14.
    
    This Agreement sets forth the entire agreement of the parties with respect to the subject
matter hereof, and, subject to paragraph 10 above, supersedes any prior agreement and
contemporaneous oral agreements of the parties concerning its subject matter.
 15.
    
    Except as otherwise expressly provided herein, any notice, order, instruction, request or
other communication required or permitted to be given under this Agreement shall be in writing
and may be delivered in person, sent by facsimile or other electronic means if electronic
confirmation of error free receipt is received, or sent by United States mail, postage
prepaid, addressed to the party at the address set forth below.
 16.
    
    The Securities Intermediary will be excused from failing to act or delay in acting, and no
such failure or delay shall constitute a breach of this Agreement or otherwise give rise to
any liability of the Securities Intermediary, if (i) such failure or delay is caused by
circumstances beyond the reasonable control of the Securities Intermediary, including without
limitation legal constraint, emergency conditions, action or inaction of governmental, civil
or military authority, terrorism, fire, strike, lockout or other labor dispute, war, riot,
theft, flood, earthquake or other natural disaster, breakdown of public or private or common
carrier communication or transmission facilities, equipment failure, or act, negligence or
default of Pledgor or (ii) such failure or delay resulted from Securities Intermediarys
reasonable belief that the action would have violated any guideline, rule or regulation of any
governmental authority.
 17.
    
    Pledgor agrees to pay Securities Intermediary, upon receipt of Securities Intermediarys
invoice, all reasonable costs, expenses and attorneys fees incurred in the preparation and
administration of this Agreement (including any amendments hereto or instruments or agreements
required hereunder). Pledgor agrees to pay Securities Intermediary, upon receipt of
Securities Intermediarys invoice, all reasonable costs, expenses and attorneys fees incurred
by Securities Intermediary in connection with the enforcement of this Agreement or any
instrument or agreement required hereunder, including without limitation any reasonable costs,
expenses, and fees arising out of the resolution of any conflict, dispute, motion regarding
entitlement to rights or rights of action, or other action to enforce Securities
Intermediarys rights hereunder in a case arising under Title 11, United States Code. This
paragraph 16 shall survive termination of this Agreement.
 18.
    
    Notwithstanding any of the other provisions of this Agreement, in the event of the
commencement of a case pursuant to Title 11, United States Code, filed by or against Pledgor,
or in the event of the commencement of any similar case under then applicable federal or state
law providing for the relief of debtors or the protection of creditors by or against Pledgor,
Securities Intermediary may act as Securities Intermediary deems necessary to comply with all
applicable provisions of governing statutes and Pledgor shall not assert any claim against
Securities Intermediary for so doing.
 19.
    
    If any term or provision of this Agreement shall be invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to persons or circumstances
other than
 C-4




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##### 



those to which it is held invalid or unenforceable, shall be construed in all respects as if
such invalid or unenforceable term or provision were omitted.
 20.
    
    This Agreement may be executed in counterparts, each of which shall be an original, and all
of which shall constitute one and the same agreement.
 21.
    
    This Agreement shall be governed and construed in accordance with the law of the State of New
York excluding choice of law principles that would require application of the laws of a
jurisdiction other than the State of New York.
  C-5




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##### 



PLEDGOR:

    
    PLEDGEE:DELOS AIRCRAFT INC.
    
    BANK OF AMERICA, N.A.,as CollateralAgent
 By:
    
    
    
    By:
 Name:
    
    
    
    Name:Title:
    
    
    
    Title:
 Telephone No.:
    
    
    
    Telephone No.:
 Address:
    
    Address:10250 Constellation Blvd., Suite 3400
    
    1455 Market Street, 5th FloorLos Angeles, CA 90067
    
    CA5-701-05-19Attention: Treasurer with a copy to
    
    San Francisco, CA 94103the General Counsel
    
    Attention: Robert RittelmeyerFacsimile No. (310) 788-1990
    
    Facsimile No. (415) 503-5099Date: , 2010


    

    Date: , 2010
   BANC OF AMERICA SECURITIES LLC
 By:
 Name:
    
    John J. FaderTitle:
    
    AVPDate:
    
    March___17, 2010
  
  6




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##### 



Exhibit A
 [Letterhead of the Pledgee]
 [Date]
 A. BY FACSIMILE TRANSMISSION
 ((704) 335-6727) AND CERTIFIED MAIL
 
 
 B. NOTICE OF EXCLUSIVE CONTROL
  Collateral Account
  
 
 
 
 Very truly yours,
BANK OF AMERICA, N.A., as Collateral AgentBy:Name:Title:  C-7