Exhibit 10.8
 EXECUTION COPY
 
           
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TABLE OF CONTENTS
 PageARTICLE I
DEFINITIONS AND INTERPRETATIONSection 1.01 Certain Defined Terms
    
    
    2Section 1.02 Accounting Terms
    
    
    8Section 1.03 Other Definitional Provisions
    
    
    8ARTICLE II
GUARANTEESection 2.01 Guarantee; Limitation of Liability
    
    
    8Section 2.02 Guarantee Absolute
    
    
    9Section 2.03 Waivers and Acknowledgments
    
    
    10Section 2.04 Subrogation
    
    
    11Section 2.05 Continuing Guarantee
    
    
    12Section 2.06 Payments Free and Clear of Taxes, Etc
    
    
    12Section 2.07 Right of Set-off
    
    
    12Section 2.08 Subordination
    
    
    12ARTICLE III
REPRESENTATIONS AND WARRANTIESSection 3.01 Representations and Warranties of each Guarantor
    
    
    13Section 3.02 Additional Representations and Warranties of the Guarantors
    
    
    15ARTICLE IV 
COVENANTSSection 4.01 Covenants
    
    
    17ARTICLE V 
GRANT OF SECURITY INTEREST; REMEDIESSection 5.01 Grant of Security Interest
    
    
    19Section 5.02 Security for Obligations
    
    
    20Section 5.03 Delivery and Control of Security Collateral
    
    
    21Section 5.04 The Account Collateral
    
    
    21Section 5.05 Further Assurances
    
    
    22Section 5.06 Post-Closing Changes
    
    
    23Section 5.07 Voting Rights; Dividends; Etc
    
    
    23Section 5.08 Transfers and Other Liens; Additional Shares
    
    
    24Section 5.09 Agent Appointed Attorney-in-Fact
    
    
    25Section 5.10 Agent May Perform
    
    
    25
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PageSection 5.11 The Agents Duties
    
    
    25Section 5.12 Remedies
    
    
    26Section 5.13 Continuing Security Interest
    
    
    27Section 5.14 Release; Termination
    
    
    27Section 5.15 Application of Irish Law
    
    
    28ARTICLE VI 
MISCELLANEOUSSection 6.01 Amendments, Waivers, Supplements, Etc
    
    
    31Section 6.02 Notices, Etc
    
    
    32Section 6.03 No Waiver; Remedies Cumulative
    
    
    33Section 6.04 Indemnification
    
    
    33Section 6.05 Collateral Agent
    
    
    34Section 6.06 Assignments; Binding Effect
    
    
    34Section 6.07 Execution in Counterparts; Severability
    
    
    34Section 6.08 Governing Law
    
    
    34Section 6.09 Jurisdiction; Etc
    
    
    34Section 6.10 Table of Contents, Headings, Etc.
    
    
    35Section 6.11 Non-Invasive Provisions
    
    
    35Section 6.12 Limited Liability
    
    
    36Section 6.13 USA Patriot Act
    
    
    36Section 6.14 WAIVER OF JURY TRIAL
    
    
    36
 SCHEDULESSchedule I
    
    Location, Chief Executive Office, Type Of
Organization, Jurisdiction Of Organization,
Organizational Identification Number and Trade
NamesSchedule II
    
    Pledged EquitySchedule III
    
    Changes in Name, Location, Etc.Schedule 3.02(g)
    
    Authorizations and ApprovalsSchedule 4.01(f)
    
    InsuranceEXHIBITSExhibit A
    
    Form of Guarantee SupplementExhibit B
    
    Form of Collateral Supplement
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SECURITY AND GUARANTEE AGREEMENT
  Agreement Holdco
I Initial Parent Holdco
(California) Initial Parent Holdco (Ireland) Initial Parent Holdcos Initial Parent
Holdco Guarantors Guarantor CUSA Collateral Agent Agent
  Company Administrative Agent Credit Agreement
 Amendment
  Initial Pledged Parent Holdco Equity
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Initial Pledged SPE and
Intermediate Lessee Equity Initial Pledged Equity
 Holdco I Cash Collateral Account Cash Collateral Accounts
     
 Certain Defined Terms. As used in this Agreement, the following terms shall
have the following meanings (such meanings to be equally applicable to both the singular and the
plural forms of the terms defined):
 Account Collateral
 Additional Guarantor
  Agent
 Agreement
 Amendment
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Bankruptcy Law
 Cash Collateral Accounts
 Cash Equivalents provided further
 Collateral
 Collateral Agent
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Collateral Supplement
 Company
 Credit Agreement
 Equity Interests
 Guarantee
 Guarantee Supplement
 Guaranteed Obligations
 Guarantor
 Guarantor Material Adverse Effect
 Holdco I
 Holdco I Cash Collateral Account
 Holdco I DACA
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Indemnified Party
 Indenture
 Initial Parent Holdco
 Initial Parent Holdco (California)
 Initial Parent Holdco (Ireland)
 Initial Pledged Equity
 Initial Pledged Parent Holdco Equity
 Initial Pledged SPE and Intermediate Lessee Equity
 Intermediate Lessee
 Irish Act
 Obligation
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Parent Holdco
 Permitted Holdco I Activities
 Permitted Intermediate Lessee Activities
 Permitted Parent Holdco Activities
 Permitted Pledged SPE Activities
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Pledged Debt
 Pledged Debt Collateral
 Pledged Equity
 Pledged SPE
 Post Petition Interest
 Receiver
 Secured Obligations
 Secured Parties
 Security Collateral
 Security Interest
 Solvent
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Subagent
 Subordinated Obligations
 UCC provided UCC
 Accounting Terms. All accounting terms not specifically defined herein shall
be construed in accordance with generally accepted accounting principles in the United States of
America.
 Other Definitional Provisions. In this Agreement and each other Loan
Document, (a) in the computation of periods of time from a specified date to a later specified
date, (i) the word from means from and including and (ii) the words to and until each mean
to but excluding, (b) references to any agreement or contract as amended means and shall be a reference to such agreement or contract as amended, amended and
restated, supplemented or otherwise modified from time to time in accordance with its terms,
(c) terms defined in the Credit Agreement and not otherwise defined in this Agreement are used in
this Agreement as defined in the Credit Agreement, and unless otherwise defined in this Agreement
or in the Credit Agreement, terms defined in Article 8 or 9 of the UCC are used in this Agreement
as such terms are defined in such Article 8 or 9, (d) references to writing include printing,
typing, lithography and other means of reproducing words in a tangible visible form, (e) the words
hereof, herein, hereunder and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this Agreement, (f) Section,
Article, Schedule and Exhibit references contained in this Agreement are references to Sections,
Articles, Schedules and Exhibits in or to this Agreement unless otherwise specified and (g) the
term including shall mean including without limitation.
 
 Guarantee; Limitation of Liability. (a) Each Guarantor hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party to any Secured Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct
or indirect, absolute or contingent, and whether for principal, interest, premiums, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
Guaranteed Obligations), and agrees to pay any and all
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reasonable out-of-pocket expenses (including, without limitation, reasonable fees
and expenses of counsel) incurred by the Agent or any other Secured Party in enforcing any rights
under this Agreement or any other Loan Document. Without limiting the generality of the foregoing,
each Guarantors liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of
the Loan Documents but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.
 Bankruptcy Law
  Guarantee Absolute. Each Guarantor hereby guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Loan Documents, regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of any Secured Party with respect thereto. The Obligations of each Guarantor
under or in respect of this Guarantee are independent of the Guaranteed Obligations or any other
Obligations of any other Loan Party under or in respect of the Loan Documents, and a separate
action or actions may be brought and prosecuted against each Guarantor to enforce this Guarantee,
irrespective of whether any action is brought against any other Loan Party or whether any other
Loan Party is joined in any such action or actions. The liability of each Guarantor under this
Guarantee shall be irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations)
it may now have or hereafter acquire in any way relating to, any or all of the following:
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Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and
irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or dishonor and any other
notice with respect to any of the Guaranteed Obligations and this Guarantee and any requirement
that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto
or exhaust any right or take any action against any Loan Party or any other Person or any
Collateral.
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Subrogation. Each Guarantor hereby unconditionally and irrevocably
agrees not to exercise any rights that it may now have or hereafter acquire against the Company,
any other Guarantor or any other insider guarantor that arise from the existence, payment,
performance or enforcement of such Guarantors Obligations under or in respect of any Loan
Document, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of any Secured
Party against the Company, any other Guarantor or any other insider guarantor or any Collateral,
whether or not such claim, remedy or right arises in equity or under contract, statute or common
law, including, without limitation, the right to take or receive from the Company, any other
Guarantor or any other insider guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right,
while any Event of Default has occurred and is continuing, unless and until all of the Guaranteed
Obligations and all other amounts payable under this Guarantee shall have been paid in full in cash
and the 2012 Commitments shall have expired or been terminated. If any amount shall be paid to any
Guarantor in violation of the immediately preceding sentence at any time, while any Event of
Default has occurred and is continuing, prior to the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Article II and termination or expiration of
the 2012 Commitments, such amount shall be received and held in trust for the benefit of the
Secured Parties, shall be segregated from other property and funds of such Guarantor and shall
forthwith be paid or delivered to the Agent in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other
amounts payable under this Guarantee, whether matured or unmatured, in accordance with the terms of
the Loan Documents, or to be held as Collateral for any Guaranteed Obligations or other amounts
payable under this Guarantee thereafter arising. If
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(i) any Guarantor shall make payment to any Secured Party of all or any part of the
Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under
this Guarantee shall have been paid in full in cash, and (iii) the 2012 Commitments shall have been
terminated or expired, the Secured Parties will, at such Guarantors request and expense, execute
and deliver to such Guarantor appropriate documents, without recourse and without representation or
warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the
Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Article
II.
 Continuing Guarantee. This Guarantee is a continuing guarantee and shall (a)
remain in full force and effect until payment in full in cash of the Guaranteed Obligations and all
other amounts payable under this Agreement and termination or expiration of the 2012 Commitments,
or, with respect to any Parent Holdco, the sale, transfer or other disposition of such Parent
Holdco in accordance with the terms of the Loan Documents, (b) be binding upon each Guarantor, its
successors and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties
and their successors, transferees and assigns.
 Payments Free and Clear of Taxes, Etc. Section 6.4 of the Credit Agreement
shall apply to this Agreement mutatis mutandis.
 Right of Set-off. Upon (a) the occurrence and during the continuance of any
Event of Default and (b) the making of the request referred to in Section 11.2 of the Credit
Agreement to authorize the Agent to declare the Loans due and payable pursuant to the provisions of
said Section 11.2, each Secured Party and each of their respective Affiliates is hereby authorized
at any time and from time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Secured Party or such Affiliate to or for the credit
or the account of any Guarantor against any and all of the Obligations of such Guarantor now or
hereafter existing under the Loan Documents, irrespective of whether such Secured Party shall have
made any demand under this Agreement or any other Loan Document and although such Obligations may
be unmatured. Each Secured Party agrees promptly to notify such Guarantor after any such set-off
and application; provided, however, that the failure to give such notice shall not affect the
validity of such set-off and application. The rights of each Secured Party and their respective
Affiliates under this Section 2.07 are in addition to other rights and remedies (including, without
limitation, other rights of set off) that such Secured Party and their respective Affiliates may
have.
 Subordination. Each Guarantor hereby subordinates any and all debts,
liabilities and other Obligations owed to such Guarantor by each other Loan Party (the
Subordinated Obligations) to the Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 2.08:
 Prohibited Payments, Etc
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Prior Payment of Guaranteed Obligations Post Petition Interest
 Turn-Over
 Agent Authorization
 
 Representations and Warranties of each Guarantor. Each Guarantor represents
and warrants to each of the Secured Parties as follows:
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Additional Representations and Warranties of the Guarantors. Each Guarantor
represents and warrants to each of the Secured Parties as follows:
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Covenants. Each Guarantor covenants and agrees that, so long as any part of
the Guaranteed Obligations shall remain unpaid or any 2012 Bank shall have any 2012 Commitment,
such Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe,
all of the terms, covenants and agreements set forth in the Loan Documents on its or their part to
be performed or observed or that the Company has agreed to cause such Guarantor or such
Subsidiaries, as applicable, to perform or observe, and in addition, each Guarantor agrees
that:
 Separate Existence
 Limitation on Indebtedness
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provided
 Permitted Activities
 Equity Interests Ownership
 No Other Subsidiaries
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Insurance
 Additional Parent Holdcos
 
 Grant of Security Interest. Each Guarantor hereby grants to the Agent, for
the ratable benefit of the Secured Parties, a security interest in such Guarantors right, title
and interest in and to the following, in each case, as to each type of property described below,
whether now owned or hereafter acquired by such Guarantor, wherever located, and whether now or
hereafter existing or arising (collectively, the Collateral):
 Security Collateral
  Pledged Equity
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Pledged Debt Collateral
 Account Collateral
     provided however
 Security for Obligations. In the case of each Guarantor, the grant of the
security interest set forth in Section 5.01 is made to the Agent to secure, for the ratable benefit
of the Secured Parties, payment in full in cash when due of all Obligations of such Guarantor and
each other Loan Party to any Secured Party, now or hereafter existing under this Agreement and the
other Loan Documents, whether direct or indirect, absolute or contingent, and whether for
principal, reimbursement obligations, interest (including interest on such obligations accruing
after, and fees and expenses arising after, the commencement of any proceeding under Title 11 of
the United States Code or any similar proceeding under state or federal law for the
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dissolution, restructuring, reorganization, liquidation or the winding up of such
Guarantor or such Loan Party, regardless of whether such interest, fees, or expenses are allowed as
a claim against such Guarantor or such Loan Party in any such proceeding), fees, premiums,
penalties, indemnifications, contract causes of action, costs, expenses in accordance with Section
6.04(a) or otherwise. The obligations of the Guarantors and the other Loan Parties described in
this Section 5.02 are referred to herein, collectively, as the Secured Obligations.
 Delivery and Control of Security Collateral.
    The Account Collateral. (a) Until payment in full in cash of the
Secured Obligations and termination or expiration of the 2012 Commitments, (A) Holdco I shall
maintain the Holdco I Cash Collateral Account and shall maintain the Holdco I DACA in full force
and effect, and (B) the Agent may, at any time and without notice to, or consent from,
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Holdco I transfer, or direct the transfer of, funds from the Holdco I Cash Collateral
Account to satisfy the Secured Obligations if an Event of Default shall have occurred and be
continuing.
   Further Assurances.
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Post-Closing Changes. No Guarantor will change its name, type of
organization or incorporation, as applicable, jurisdiction of organization or incorporation, as
applicable, organizational or incorporation identification number or location from those set forth
in Section 3.02(a) without first giving at least 30 days (or such shorter period of time
acceptable to Agent) prior written notice to the Agent and taking all action reasonably required by
the Agent for the purpose of perfecting or protecting the security interest granted by this
Agreement. Each Guarantor will hold and preserve its records relating to the Collateral and will
permit representatives of the Agent at any time during normal business hours to inspect and make
abstracts from such records and other documents. If any Guarantor does not have an organizational
identification number and later obtains one, it will promptly notify the Agent of such
organizational identification number.
 Voting Rights; Dividends; Etc. (a) So long as no Event of Default
shall have occurred and be continuing:
 provided however
 provided however
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Transfers and Other Liens; Additional Shares. (a) Each Guarantor agrees
that it will not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any
of the Collateral, other than sales, assignments and other dispositions of Collateral, and options
relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer
to exist any Lien upon or with respect to any of the Collateral of such Guarantor except for the
pledge, assignment and security interest created under this Agreement and Permitted Collateral
Liens.
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Agent Appointed Attorney-in-Fact. Each Guarantor hereby irrevocably appoints
the Agent such Guarantors attorney-in-fact, with full authority in the place and stead of such
Guarantor and in the name of such Guarantor or otherwise, from time to time in the Agents
discretion, after the occurrence and during the continuance of an Event of Default, to take any
action and to execute any instrument that the Agent may deem necessary or advisable to accomplish
the purposes of this Agreement (such power being coupled with an interest), including, without
limitation:
    Agent May Perform. If any Guarantor fails to perform any agreement contained
herein, the Agent may, but without any obligation to do so and without prior notice except such
notice as is reasonable to provide under the circumstances, itself perform, or cause performance
of, such agreement; and the reasonable expenses of the Agent incurred in connection therewith shall
be payable by such Guarantor under Section 7.04(a).
 The Agents Duties. (a) The powers conferred on the Agent hereunder
are solely to protect the Secured Parties interest in the Collateral and shall not impose any duty
upon it to exercise any such powers. Except for the safe custody of any Collateral in its
possession and the accounting for moneys actually received by it hereunder, the Agent shall have no
duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any
Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any
necessary steps to preserve rights against any parties or any other rights pertaining to any
Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which it accords its own property.
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Subagent provided however
 Remedies. If any Event of Default shall have occurred and be continuing:
   first
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second
     Continuing Security Interest. This Article V shall create a continuing
security interest in the Collateral and shall, except as provided in Section 5.14, (a) remain in
full force and effect until the termination of the Guarantee pursuant to Section 2.05(a) and the
payment in full of the Secured Obligations in cash, (b) be binding upon each Guarantor, its
successors and assigns and (c) inure, together with the rights and remedies of the Agent hereunder,
to the benefit of the Secured Parties and their respective successors, transferees and assigns.
 Release; Termination. (a) Upon any sale, transfer or other
disposition of any Pledged SPE, Intermediate Lessee or Parent Holdco in accordance with the terms
of the Loan Documents, the security interest hereof and related guaranties will be deemed to be
released in respect of, and the Agent will, at such Guarantors expense, execute and deliver to
such Guarantor such documents as such Guarantor shall reasonably request to evidence the release of
(i) such Pledged SPE or Intermediate Lessee from the security interest granted hereby, in the case
of any sale, transfer or other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such
Parent Holdco from its obligations hereunder and from the security interest granted hereby, in the
case of any sale, transfer or other disposition of any Parent Holdco, and to the extent that (A)
the Collateral Agents consent is required for any deregistration of the interests in such released
Collateral from any registry or (B) the Collateral Agent is required to initiate any such
deregistration, the Collateral Agent shall, at such Guarantors expense, take all action reasonably
requested by such Guarantor to provide such consent or to initiate such deregistration. For the
avoidance of doubt, upon or following any sale, transfer or other disposition by any Pledged SPE of
any Eligible Aircraft strictly in accordance with the terms of the Loan Documents, such Pledged SPE
and any related Intermediate Lessee may be dissolved, liquidated or wound up, provided that at the
time of such dissolution, liquidation or winding up such Pledged SPE shall not Own any Eligible
Aircraft and, in the case of any related Intermediate
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Lessee, such Intermediate Lessee shall not be leasing any Eligible Aircraft Owned by any
other Pledged SPE.
   Application of Irish Law. (a) In the event that:
  Irish Collateral
  Powers and rights of mortgagor Obligations,
powers and rights of mortgagee Mortgages
  Power of sale Appointment of receiver
  Court order for sale
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possession
 manage
 compromise
 employees, etc
 redemption of Security Interests
 take an indemnity
 sell
 borrow money
 legal actions
 receipts
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use the name of each relevant Guarantor
 other powers
  
 Amendments, Waivers, Supplements, Etc.
 provided provided further
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Guarantee Supplement Additional Guarantor
   Notices, Etc.
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No Waiver; Remedies Cumulative.
   Indemnification.
 Indemnified Party
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Collateral Agent. Each 2012 Bank hereby authorizes the Agent to act on its
behalf upon and subject to the terms set forth in Section 12 of the Credit Agreement which Section
12 is hereby incorporated herein in its entirety mutatis mutandis.
 Assignments; Binding Effect. Any Secured Party may assign or otherwise
transfer all or any portion of its rights and obligations under the Credit Agreement (including,
without limitation, all or any portion of its 2012 Commitment, the 2012 Committed Loans owing to it
and any 2012 Committed Note held by it) to any other Person in accordance with the Credit
Agreement, and such other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Secured Party herein or otherwise, in each case as and to the extent
provided in Section 13.4 of the Credit Agreement. No Guarantor shall have the right to assign any
of its rights or obligations hereunder or any interest herein without the prior written consent of
the Secured Parties, and any assignment or purported assignment by any Guarantor in violation of
this Section 6.06 shall be void ab initio. This Agreement shall become effective when it shall
have been executed by the Guarantors and thereafter be binding upon and inure to the benefit of
each of the parties hereto, and their respective successors and permitted assigns.
 Execution in Counterparts; Severability. This Agreement may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier or by email transmission of a scanned .pdf document shall be effective as
delivery of a manually executed counterpart of this Agreement. If any provision set forth in this
Agreement shall be deemed invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or impaired
thereby.
 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the law of the State of New York.
 Jurisdiction; Etc.
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Table of Contents, Headings, Etc.. The Table of Contents and headings of the
Articles and Sections of this Agreement have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of the terms and
provisions hereof.
 Non-Invasive Provisions. (a) Notwithstanding any other provision of the
Loan Documents, the Collateral Agent agrees that, so long as no Event of Default shall have
occurred and be continuing, not to take any action or cause to be taken any action, or permit any
person claiming by, through or on behalf of it to take any action or cause any action, that would
interfere with the possession, use, operation and quiet enjoyment of and other rights with respect
to any Aircraft or other property relating thereto and all rents, revenues, profits and income
therefrom, including, the right to enforce manufacturers warranties, the right to apply or obtain
insurance proceeds for damage to the Aircraft to the repair of the Aircraft and the right to engage
in pooling, leasing and similar actions, in each case in accordance with the terms of this
Agreement.
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Limited Liability. (a) In the event that the direct or indirect assets of a
Guarantor are insufficient, after payment of all other claims, if any, ranking in priority to the
claims of the Collateral Agent or any Secured Party hereunder, to pay in full such claims of the
Collateral Agent or such Secured Party (as the case may be), then the Collateral Agent or the
Secured Party shall have no further claim against such Guarantor in respect of any such unpaid
amounts; provided that the foregoing limitation on recourse shall in no way limit the right of any
Secured Party to enforce the obligations of Company.
   USA Patriot Act. Each Secured Party hereby notifies each Guarantor that
pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law
October 26, 2001)) (the Act), it is required to obtain, verify and record information that
identifies such Guarantor, which information includes the name and address of such Guarantor and
other information that will allow such Secured Party to identify such Guarantor in accordance with
the Act.
 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS,
THE LOANS OR THE ACTIONS OF ANY PERSON IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR
ENFORCEMENT THEREOF.
  ILFC  Security and Guarantee Agreement
 36




---



##### 



FLYING FORTRESS INC.,
as a GuarantorBy:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Director [Signature Page]
    
    ILFC  Security and Guarantee Agreement




---



##### 



FLYING FORTRESS US LEASING INC.,
as a GuarantorBy:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Director [Signature Page]
    
    ILFC  Security and Guarantee Agreement




---



##### 



SIGNED AND DELIVERED AS A DEED for and on behalf of:
FLYING FORTRESS IRELAND LEASING LIMITED
as a Guarantor
By its lawfully appointed attorney:/s/ Niall C. SommervilleName:
    Niall C. SommervilleTitle:
    Director In the presence of:Maeveo Reilly30 North War QuayDublin 1 [Signature Page]
    
    ILFC  Security and Guarantee Agreement




---



##### 



CITICORP USA, INC.,
as Collateral AgentBy:

/s/ Maureen P. MaroneyName:
    Maureen P. MaroneyTitle:
    Authorized Signatory [Signature Page]
    
    ILFC  Security and Guarantee Agreement




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##### 



Schedule I
to the
Security and Guarantee Agreement
 LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER
 Jurisdiction of
    
    Organizational I.D.Grantor
    
    Location
    
    Chief Executive Office
    
    Type of Organization
    
    Organization
    
    No.Flying Fortress Inc.
    
    California
    
    10250 Constellation
Blvd., Suite 3400,
Los Angeles,
California 90067
U.S.A.
    
    Corporation
    
    California
    
    C 3285904Flying Fortress US
Leasing Inc.
    
    California
    
    10250 Constellation
Blvd., Suite 3400,
Los Angeles,
California 90067
U.S.A.
    
    Corporation
    
    California
    
    C 3285903Flying Fortress 
Ireland Leasing 
Limited
    
    Ireland
    
    30 North Wall Quay,
Dublin 1
Ireland
    
    Private Limited
Liability
Corporation
    
    Ireland
    
    
    483084




---



##### 



Schedule II
to the
Security and Guarantee Agreement
 PLEDGED EQUITY
 PercentageNumber or
    
    ofType or Class of
    
    
    
    Certificate
    
    Percentage of
    
    OutstandingGrantor
    
    Issuer
    
    Equity Interest
    
    Par Value
    
    No(s)
    
    Equity Interests
    
    Equity InterestsFlying Fortress Inc.
    
    Flying Fortress US
Leasing Inc.
    
    Common Stock
    
    US $1
    
    
    1
    
    
    
    100
    
    
    
    100
    %Flying Fortress Inc.
    
    Flying Fortress
Ireland Leasing
Limited
    
    Ordinary Shares
    
    US $1
    
    
    1
    
    
    
    2
    
    
    
    100
    %




---



##### 



Schedule III
to the
Security and Guarantee Agreement
 CHANGES IN NAME, LOCATION, ETC.
 1.
    
    Changes in the Grantors Name (including new Grantor with a new name and names associated
with all predecessors in interest of the Grantor):
 Grantor
    
    ChangesN/A
 2.
    
    Changes in the Grantors Location:
 Grantor
    
    ChangesN/A
 3.
    
    Changes in the Grantors Chief Executive Office:
 Grantor
    
    ChangesN/A
 4.
    
    Changes in the Type of Organization:
 Grantor
    
    ChangesN/A
 5.
    
    Changes in the Jurisdiction of Organization:
 Grantor
    
    ChangesN/A
 6.
    
    Changes in the Organizational Identification Number:
 Grantor
    
    ChangesN/A




---



##### 



Schedule 3.02(g)
to the
Security and Guarantee Agreement
 AUTHORIZATIONS AND APPROVALS
 1.
    
    Waiver and Consent Letter dated on or about April 13, 2010, among the Required Persons,
ILFC, Top Aircraft, Inc., Shrewsbury Aircraft Leasing Limited and States Aircraft, Inc.
under that certain (i) Credit Agreement, dated as of October 13, 2009, among ILFC (the
Parent Borrower), States Aircraft, Inc. (the U.S. Subsidiary Borrower),
Shrewsbury Aircraft Leasing Limited (the Irish Subsidiary Borrower and together
with the Parent Borrower and the U.S. Subsidiary Borrower, the Borrowers), Top
Aircraft, Inc. (Holdings), ILFC Ireland Limited (ILFC Ireland), ILFC
France S.a.r.l. (ILFC France), ILFC Labuan Ltd. (ILFC Labuan and
together with ILFC Ireland and ILFC France, the Initial Intermediate Lessees),
ILFC Aruba A.V.V. (ILFC Aruba), ILFC (Bermuda) III, Ltd. (ILFC
Bermuda), ILFC Cayman Limited (ILFC Cayman and together with ILFC Aruba and
ILFC Bermuda, the New Intermediate Lessees), AIG Funding, Inc. (the
Lender), and Wells Fargo Bank Northwest, National Association (Wells
Fargo), as Security Trustee, and (ii) Amended and Restated Credit Agreement, dated as
of October 13, 2009 (as may be amended, restated, supplemented or otherwise modified from
time to time) among the Borrowers, Holdings, the Initial Intermediate Lessees, the New
Intermediate Lessees, the Lender, and Wells Fargo, as Security Trustee.
 2.
    
    Waiver and Consent Letter dated on or about April 13, 2010, to that certain Credit
Agreement, dated as of September 22, 2008 (as may be amended, restated, supplemented or
otherwise modified from time to time) between American International Group, Inc., as
Borrower, and the Federal Reserve Bank of New York, as Lender.
 4.01(f)-1
    
    ILFC  Security and Guarantee Agreement




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##### 



Schedule 4.01(f)
to the
Security and Guarantee Agreement
 INSURANCE
 1.
    
    Obligation to InsureSo long as this Agreement shall remain in effect, the Guarantors will ensure that there is
effected and maintained appropriate insurances in respect of each Eligible Aircraft and the
Collateral Agent, the Administrative Agent, the Lenders and its operation including insurance
for:
 (a)
    
    loss or damage to each Eligible 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
Eligible Aircraft and of any other part thereof not belonging to the Guarantors but from
time to time installed on the airframe.
 2.
    
    Specific InsurancesThe Guarantors will maintain or will cause to be maintained the following specific insurances
with respect to each Eligible Aircraft (subject to paragraph 3):
 (a)
    
    All Risks Hull Insurance All risks hull insurance policy on the Eligible
Aircraft in an amount at least equal to 110% of the outstanding principal of the Loans
allocable to such Eligible 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 Guarantor 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
Eligible Aircraft where the custom in the industry is to carry war risk for aircraft
operating on routes or kept in locations similar to the Eligible Aircraft in an amount
not less than the Required Insured Value on an agreed value basis and naming the
 ILFC  Security and Guarantee Agreement
 III-2




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##### 



Collateral Agent (for and on behalf of itself and the other 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 Guarantors 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 Guarantors 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 Eligible Aircraft. For example, when a Eligible 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 Eligible Aircraft are
applicable. Similarly, indemnities may be provided by a Governmental Authority in lieu of
particular insurances; provided, however, that the Guarantors 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
Guarantor will determine the necessary coverage for the Eligible 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 Guarantor and/or any lessee may carry hull risks and hull war
and allied perils insurance on the Eligible Aircraft in excess of the Required Insured Value
which (subject, in the case of the Guarantors, 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 Guarantors, to the relevant Guarantor, 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.
    
    Currency
 ILFC  Security and Guarantee Agreement
 III-3




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##### 



All insurance and reinsurances effected pursuant to this Schedule 4.01(f) shall be payable in
Dollars, save that in the case of the insurances referred to in paragraph 2(c) (if such
denomination is (a) required by the law of the state of registration of the Eligible
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 Insurances
 Insurance 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 Guarantors agrees that, so long as this Agreement shall remain in effect, the Eligible
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 Eligible
Aircraft utilised by operators in the same country and whose operational network for such
Eligible 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
Guarantor will set the standards, review and manage the insurances on the Eligible Aircraft
consistent with Leasing Company Practice with respect to similar aircraft.
 7.
    
    Insurance Brokers and Insurers
 In 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 Eligible
Aircraft, the relevant Guarantor 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 Eligible Aircraft is not
subject to a lease, the relevant Guarantor will cause its insurance brokers to provide the
Collateral Agent with evidence that the insurances described in this Schedule 4.01(f) are in
full force and effect.
 8.
    
    Deductible Amounts, Self-Insurance and Reinsurance
 With 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 Guarantor 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.
  ILFC  Security and Guarantee Agreement
 III-4




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##### 



The Guarantors will monitor the insurances on the Eligible Aircraft and their expiration
dates. The relevant Guarantor 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 Guarantor shall promptly
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 Guarantor will provide
to the Collateral Agent evidence of renewal of the insurances and reinsurance (if any).
 10.
    
    Information
 Subject to applicable confidentiality restrictions, each of the Guarantors 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 Eligible Aircraft or, if reasonably available to the Guarantors, in connection
with any claim being made or proposed to be made thereunder.
 ILFC  Security and Guarantee Agreement
 III-5




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##### 



Exhibit A
to the
Security and Guarantee Agreement
 FORM OF GUARANTEE SUPPLEMENT
 
 
 
 Credit Agreement
  Security and Guarantee Agreement
 Guarantee; Limitation of Liability. (a) The undersigned hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party to any Secured Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct
or indirect, absolute or contingent, and whether for principal, interest, premium, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
Guaranteed Obligations), and agrees to pay any and all reasonable out-of-pocket expenses
(including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or
any other Secured Party in enforcing any rights under this Guarantee Supplement, the Security and
Guarantee Agreement or any other Loan Document. Without limiting the generality of the foregoing,
the undersigneds liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of
the Loan Documents but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.
 ILFC  Security and Guarantee Agreement
 A-1




---



##### 



Obligations Under the Guarantee. The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and conditions of the
Security and Guarantee Agreement to the same extent as each of the other Guarantors thereunder.
The undersigned further agrees, as of the date first above written, that each reference in the
Security and Guarantee Agreement to an Additional Guarantor or a Guarantor shall also mean and
be a reference to the undersigned, and each reference in any other Loan Document to a Guarantor
or a Loan Party shall also mean and be a reference to the undersigned.
 Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 3.01 and 3.02 of the Security and Guarantee
Agreement (as supplemented by the attached supplemental schedules) to the same extent as each other
Guarantor.
 Grant of Security. The undersigned hereby grants to the Collateral Agent, for
the ratable benefit of the Secured Parties, a security interest in, all of its right, title and
interest in and to all of the Collateral of the undersigned, whether now owned or hereafter
acquired by the undersigned, wherever located and whether now or hereafter existing or arising,
including, without limitation, the property and assets of the undersigned set forth on the attached
supplemental schedules to the Schedules to the Security and Guarantee Agreement.
 Security for Obligations. The grant of a security interest in the Collateral
by the undersigned under this Guarantor Supplement and the Security and Guarantee Agreement secures
the payment in full in cash when due of all Obligations of the undersigned and each other Loan
Party to any Secured Party, now or hereafter existing under or in respect of the Security and
Guarantee Agreement and the other Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest
 ILFC  Security and Guarantee Agreement
 A-2




---



##### 



(including interest on such obligations accruing after, and fees and expenses
arising after, the commencement of any proceeding under Title 11 of the United States Code or any
similar proceeding under state or federal law for the dissolution, restructuring, reorganization,
liquidation or the winding up of the undersigned or such Loan Party, regardless of whether such
interest, fees, or expenses are allowed as a claim against the undersigned or such Loan Party in
any such proceeding), fees, premiums, penalties, indemnifications, contract causes of action,
costs, expenses in accordance with Section 6.04(a) of the Security and Guarantee Agreement or
otherwise. Without limiting the generality of the foregoing, this Guarantor Supplement and the
Security and Guarantee Agreement secures the payment of all amounts that constitute part of the
Secured Obligations and that would be owed by the undersigned to any Secured Party under the Loan
Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.
 Supplements to Pledge Agreement Schedules. The undersigned has attached
hereto supplemental Schedules I through III to Schedules I through III, respectively, to the
Security and Guarantee Agreement, and the undersigned hereby certifies, as of the date first above
written, that such supplemental schedules have been prepared by the undersigned in substantially
the form of the equivalent Schedules to the Security and Guarantee Agreement and are complete and
correct.
 Delivery by Telecopier. Delivery of an executed counterpart of a signature
page to this Guarantee Supplement by telecopier or by email transmission of a scanned .pdf
document shall be effective as delivery of an original executed counterpart of this Guarantee
Supplement.
 Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee
Supplement shall be governed by, and construed in accordance with, the laws of the State of New
York.
  ILFC  Security and Guarantee Agreement
 A-3




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##### 



Very truly yours,
[NAME OF ADDITIONAL GUARANTOR]1ByName:Title: 
 1
    
    Conform signature block as appropriate for
Irish or other non-U.S. entities. ILFC  Security and Guarantee Agreement
 A-4




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##### 



Schedule I
to the
Guarantor Supplement
 LOCATION, CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
JURISDICTION OF ORGANIZATION AND ORGANIZATIONAL IDENTIFICATION NUMBER
 Chief Executive
    
    Type of
    
    Jurisdiction of
    
    Organizational/Office/Registered
    
    Organization/
    
    Organization/
    
    IncorporationGuarantor
    
    Location
    
    Office
    
    Incorporation
    
    Incorporation
    
    I.D. No.
 ILFC  Security and Guarantee Agreement
 A-5




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##### 



Schedule II
to the
Guarantor Supplement
 PLEDGED EQUITY
 PercentageofClass of Equity
    
    
    
    
    
    Certificate
    
    Number
    
    OutstandingGuarantor
    
    Issuer
    
    Interest
    
    Par Value
    
    No(s)
    
    of Equity Interests
    
    Equity Interests
 ILFC  Security and Guarantee Agreement
 A-6




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##### 



Schedule III
to the
Guarantor Supplement
 CHANGES IN NAME, LOCATION, ETC.
 7.
    
    Changes in the Guarantors Name (including new Guarantor with a new name and names associated
with all predecessors in interest of the Guarantor):
 Guarantor
    
    Changes
 8.
    
    Changes in the Guarantors Location:
 Guarantor
    
    Changes
 9.
    
    Changes in the Guarantors Chief Executive Office or Registered Office:
 Guarantor
    
    Changes
 10.
    
    Changes in the Type of Organization or Incorporation:
 Guarantor
    
    Changes
 11.
    
    Changes in the Jurisdiction of Organization or Incorporation:
 Guarantor
    
    Changes
 12.
    
    Changes in the Organizational or Incorporation Identification Number:
 Guarantor
    
    Changes
 ILFC  Security and Guarantee Agreement
 A-7




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##### 



Exhibit B
to the
Security and Guarantee Agreement
 FORM OF COLLATERAL SUPPLEMENT
  
   Security and Guarantee
Agreement
  2
  
 2
    
    Insert if Collateral Supplement is being
delivered in connection with the formation or acquisition of a Parent Holdco,
Pledged SPE or Intermediate Lessee. ILFC  Security and Guarantee Agreement
 B-1




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##### 



Very truly yours,
[NAME OF GUARANTOR]3ByName:Title: 
 3
    
    Conform signature block as appropriate for
Irish or other non-U.S. entities. ILFC  Security and Guarantee Agreement
 B-2




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##### 



Schedule II
to the
Collateral Supplement
 PLEDGED EQUITY
 To be [added to] / [removed from] Schedule II to the Security and Guarantee Agreement:
 PercentageofClass of
    
    
    
    
    
    Number
    
    OutstandingEquity
    
    Par
    
    Certificate
    
    of Equity
    
    EquityGuarantor
    
    Issuer
    
    Interest
    
    Value
    
    No(s)
    
    Interests
    
    Interests
 ILFC  Security and Guarantee Agreement
 B-3