Exhibit 10.2
 EXECUTION VERSION
 
                   
 Term Loan Credit Agreement




---



##### 



TABLE
OF CONTENTS
 PageARTICLE 1DefinitionsSection 1.01. Defined Terms
    
    
    1Section 1.02. Terms Defined in the Cape Town Convention
    
    
    30Section 1.03. Terms Generally
    
    
    30Section 1.04. Accounting Terms; Changes in GAAP
    
    
    31Section 1.05. Times
    
    
    31ARTICLE 2The CreditsSection 2.01. Commitment
    
    
    31Section 2.02. Request to Advance Loans
    
    
    32Section 2.03. Advances of Aggregate Requested Advance Amount
    
    
    32Section 2.04. Interest
    
    
    33Section 2.05. Payment at Maturity; Scheduled Payments; Evidence of Debt
    
    
    33Section 2.06. Optional and Mandatory Prepayments
    
    
    34Section 2.07. Fees
    
    
    35Section 2.08. Taxes; Increased Costs; Etc.
    
    
    35Section 2.09. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    41Section 2.10. Changes to the Designated Pool; Intermediate Lessees; Release of a
Subsidiary Holdco
    
    
    43Section 2.11. Defaulting Lenders
    
    
    50ARTICLE 3 Representations and WarrantiesSection 3.01. Organization, etc.
    
    
    51Section 3.02. Authorization; Consents; No Conflict
    
    
    51Section 3.03. Validity and Binding Nature
    
    
    52Section 3.04. Financial Statements
    
    
    52Section 3.05. Litigation and Contingent Liabilities
    
    
    52Section 3.06. Security Interest
    
    
    52Section 3.07. Employee Benefit Plans
    
    
    53Section 3.08. Investment Company Act
    
    
    53Section 3.09. Regulation U
    
    
    53Section 3.10. Information
    
    
    53Section 3.11. Compliance with Applicable Laws, etc.
    
    
    54Section 3.12. Insurance
    
    
    54
 Term Loan Credit Agreement
 ii




---



##### 



PageSection 3.13. Taxes
    
    
    54Section 3.14. Obligor Information
    
    
    54Section 3.15. Solvency
    
    
    54Section 3.16. Sanctions
    
    
    55Section 3.17. Description of Aircraft and Leases, Etc.
    
    
    55Section 3.18. Ownership
    
    
    55Section 3.19. Lessee Consent
    
    
    55Section 3.20. Use of Proceeds
    
    
    55ARTICLE 4ConditionsSection 4.01. Effective Date
    
    
    56Section 4.02. Advance Date
    
    
    58Section 4.03. Quiet Enjoyment Letters
    
    
    61ARTICLE 5CovenantsSection 5.01. Legal Existence and Good Standing
    
    
    62Section 5.02. Protection of Security Interest of the Lenders
    
    
    62Section 5.03. Ownership, Operation and Leasing of Pool Aircraft; Ownership of Borrower and Each Subsidiary
Holdco
    
    
    63Section 5.04. Limitation on Disposition of Aircraft; Limitation on Disposition of
Certain Equity Collateral
    
    
    64Section 5.05. Payment of Taxes or Other Claims
    
    
    64Section 5.06. Representations Regarding Operation
    
    
    64Section 5.07.
Compliance with Laws, Etc.
    
    
    64Section 5.08. Notice of Adverse Claim or Loss
    
    
    65Section 5.09. Reporting Requirements
    
    
    65Section 5.10. Limitation on Transactions with Affiliates
    
    
    68Section 5.11. Inspections
    
    
    68Section 5.12. Use of Proceeds; Margin Regulations
    
    
    68Section 5.13. Insurance
    
    
    69Section 5.14. UNSC, EU and United States Sanctions and Export Restrictions
    
    
    69Section 5.15. Sanctions
    
    
    69Section 5.16. Loan-to-Value Ratio
    
    
    69Section 5.17. Mergers, Consolidations and Sales of Assets
    
    
    71Section 5.18. Limitation on Indebtedness
    
    
    72Section 5.19. Limitation on Business Activity
    
    
    72Section 5.20. Operational Covenants
    
    
    73
 Term Loan Credit Agreement
 iii




---



##### 



PageARTICLE 6Events of DefaultARTICLE 7GuarantySection 7.01. Guaranty
    
    
    77Section 7.02. Contribution
    
    
    77Section 7.03. Guaranty Absolute
    
    
    77Section 7.04. Waiver and Acknowledgments
    
    
    80Section 7.05. Subrogation
    
    
    81Section 7.06. Payment Free and Clear of Taxes
    
    
    82Section 7.07. No Waiver; Remedies
    
    
    82Section 7.08. Continuing Guaranty
    
    
    82Section 7.09. Subordination of Certain Intercompany Indebtedness
    
    
    82Section 7.10. Limit of Liability
    
    
    82Section 7.11. Release
    
    
    82Section 7.12. No ILFC Collateral
    
    
    83ARTICLE 8AgentsSection 8.01. Appointment and Authority
    
    
    83Section 8.02. Rights as a Lender
    
    
    84Section 8.03. Exculpatory Provisions
    
    
    85Section 8.04. Reliance by each Agent
    
    
    86Section 8.05. Delegation of Duties
    
    
    86Section 8.06. Resignation and Removal of Administrative Agent
    
    
    86Section 8.07. Non-Reliance on Agents and Other Lenders
    
    
    87Section 8.08. No Other Duties, etc.
    
    
    88Section 8.09. Administrative Agent May File Proofs of Claim
    
    
    88Section 8.10. Collateral and Guaranty Matters
    
    
    89Section 8.11. French Collateral
    
    
    89ARTICLE 9MiscellaneousSection 9.01. Notices Generally
    
    
    89Section 9.02. Waivers; Amendments
    
    
    91Section 9.03. Expenses; Indemnity; Damage Waiver
    
    
    93Section 9.04. Successors and Assigns
    
    
    95Section 9.05. Assignments by Lenders
    
    
    96Section 9.06. Replacement of Lenders
    
    
    99Section 9.07. Survival
    
    
    100Section 9.08. Counterparts; Integration; Effectiveness
    
    
    100Section 9.09. Severability
    
    
    100
 Term Loan Credit Agreement
 iv




---



##### 



PageSection 9.10. Applicable Law
    
    
    101Section 9.11. Jurisdiction; Consent to Service of Process
    
    
    101Section 9.12. WAIVER OF JURY TRIAL
    
    
    101Section 9.13. Headings
    
    
    102Section 9.14. Confidentiality
    
    
    102Section 9.15. Right of Setoff
    
    
    103Section 9.16. No Advisory or Fiduciary Responsibility
    
    
    103Section 9.17. Interest Rate Limitation
    
    
    105Section 9.18. USA Patriot Act
    
    
    105
 Term Loan Credit Agreement
 v




---



##### 



SCHEDULES:Schedule 3.14  Obligor InformationSchedule 3.17(a)  PS Pool AircraftSchedule 3.17(b)  LeasesSchedule 9.01  NoticesEXHIBITS:Exhibit A  Commitments and Applicable PercentagesExhibit B  Form of Aircraft Mortgage and Security AgreementExhibit C  Form of Assignment and AssumptionExhibit D-1A  Form of Opinion of Clifford Chance US LLPExhibit D-1B  Form of Opinion of In-House Counsel to the ObligorsExhibit D-1C  Form of Opinion of A&L GoodbodyExhibit E-1A  Form of Opinion of White & Case LLP, counsel to the
Relevant Advance PartiesExhibit E-1B  Form of Opinion of In-House Counsel to the Relevant Advance PartiesExhibit E-1C  Form of Opinion of A&L Goodbody, counsel to the Relevant Advance PartiesExhibit E-2  Forms of Opinion of Daugherty, Fowler, Peregrin, Haught & JensonExhibit F  Form of NoteExhibit G Form of Administrative QuestionnaireExhibit H  Form of Intercreditor AgreementExhibit I  Form of LTV CertificateExhibit J  Form of Advance RequestExhibit K  Form of Obligor Assumption AgreementExhibit L  Form of Incremental Lender Assumption AgreementExhibit M  Incremental AircraftANNEXES:Annex 1  Prohibited Countries
 Term Loan Credit Agreement
 vi




---



##### 



Agreement Borrower ILFC Parent
Holdco CA Subsidiary Holdco Irish Subsidiary Holdco Lenders Citibank Lead Agents Joint Agents
        Definitions
 Defined Terms.
 Term Loan Credit Agreement
 1




---



##### 



Account Collateral
 Account Control Agreement
 Additional Charge Over Shares
 Administrative Agent
 Administrative Agents Account
   Administrative Agents Office
 Administrative Questionnaire
 Advance
 Advance Date th
 Advance Request
 Adverse Claim
 Term Loan Credit Agreement
 2




---



##### 



Affiliate
 Agent
 Agent Entities
 Agent Fee Letter
 Aggregate Commitments
 Aggregate Requested Advance Amount provided
 Agreement
 Aircraft
 Aircraft Objects
 Anniversary Date
 Annual Anniversary
 Applicable Incremental Percentage
 Applicable Catch-Up Percentage
 Applicable Foreign Aviation Law
 Term Loan Credit Agreement
 3




---



##### 



Applicable Margin provided
 Applicable Percentage
 Appraisal
 Appraisal Date
 Appraisal Event
 Appraised Value provided
 Term Loan Credit Agreement
 4




---



##### 



provided further
     provided
 Term Loan Credit Agreement
 5




---



##### 



Assigned Leases
 Assignee Group
 Assignment and Assumption
 Availability Termination
 Average Age
 Base Rate
 Base Value
 Borrower
 Borrower Parties
 Term Loan Credit Agreement
 6




---



##### 



Business Day
 CA Subsidiary Holdco
 Cape Town Convention
 Cape Town Lease
 Cape Town Lessee
 Catch-Up Advance
 Catch-Up Amount
 Certificated Security
 Change in Law
 Charge Over Shares of Irish Subsidiary Holdco
 Charges
 Term Loan Credit Agreement
 7




---



##### 



Charges Over Shares
 Citibank
 Code
 Collateral
 Collateral Account
 Collateral Agent
 Collateral Supplement
 Commitment
 Control Controlling Controlled
 Convention
 Debtor Relief Laws
 Deemed Removal
 Term Loan Credit Agreement
 8




---



##### 



Default
 Defaulting Lender provided
 Designated Pool
 Disruption Event
    dollars Dollars $
 Effective Date
 Eligible Assignee
 Term Loan Credit Agreement
 9




---



##### 



Eligible Lease
 Environmental Laws
 Environmental Liability
 Equity Collateral
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 Term Loan Credit Agreement
 10




---



##### 



EU
 Event of Loss
 Term Loan Credit Agreement
 11




---



##### 



Events of Default
 Excluded Taxes
 Express Perfection Requirements
 Term Loan Credit Agreement
 12




---



##### 



provided provided further
 FAA
 FAA Act et seq
 Federal Funds Rate provided
 Federal Reserve Board
 Term Loan Credit Agreement
 13




---



##### 



Fee Letter inter alia
 Final Advance Date
 Financial Officer
 Fiscal Year
 Foreign Benefit Event
 Foreign Lender
 Foreign Pension Plan
 FRBNY
 GAAP provided however
 Term Loan Credit Agreement
 14




---



##### 



Governmental Authority
 Government Security
 Grantor Supplement
 Guaranteed Obligations
 Hazardous Materials
 ILFC Materials
 Incremental Aircraft
 Incremental Commitments
 Incremental Effective Date
 Incremental Lender
 Incremental Lender Assumption Agreement
 Incremental Loan Amount
 Indebtedness
 Term Loan Credit Agreement
 15




---



##### 



Indemnified Taxes
 Indemnitee
 Initial Appraised Value
 Initial LTV Ratio
 Initial Test Date
 Instrument
 Intercreditor Agreement
 Interest Period
 Interim Cash
 Interim Cure
 Intermediate Lease
 Term Loan Credit Agreement
 16




---



##### 



Intermediate Lessee
 International Registry
 Ireland
 Irish Subsidiary Holdco
 Joint Agents
 Laws
 Lead Agents
 Lease
 Leasing Company Practice
 Lenders
 Lender Fee Letter
 Term Loan Credit Agreement
 17




---



##### 



Lender Parties
 Lending Office
 Lessee
 Lessee Default
 Lessee Notice
 LIBO Rate provided provided further
 Lien
 Litigation Actions
 Term Loan Credit Agreement
 18




---



##### 



Loans
 Loan Documents
 Loan-to-Value Ratio
 Local Requirements Exception provided
 LTV Certificate
 LTV Cure
 LTV Determination Date
 Maintenance Rent
 Market Disruption Event
   Term Loan Credit Agreement
 19




---



##### 



Market Disruption Cost of Funds
 Market Disruption Interest Rate
 Material Adverse Effect
 Maturity Date
 Maximum Advance Amount
 Maximum LTV
 Maximum Rate
 Moodys
 Multiemployer Plan
 Non-Pool Aircraft
 Notes
 Obligations
 Term Loan Credit Agreement
 20




---



##### 



Obligor
 Obligor Assumption Agreement
 OFAC
 Operating Documents
 Organizational Documents
 Other Relevant Jurisdiction
 Other Taxes
 Own Ownership Owned by
 Owner Subsidiary
 Term Loan Credit Agreement
 21




---



##### 



Parent
 Parent Holdco
 Participant
 Patriot Act
 Payment Date
 PBGC
 Permitted Aircraft Types
 Permitted Investments
   Term Loan Credit Agreement
 22




---



##### 



provided however provided further
 Permitted Liens
    Term Loan Credit Agreement
 23




---



##### 



Term Loan Credit Agreement
 24




---



##### 



Person
 Plan
 Platform
 Pledged Debt
 Pledged Debt Collateral
 Pledged Equity Interests
 Pledged Equity Parties
 Pool Aircraft
 Pool Aircraft Assets
 Pool Aircraft Collateral
 Term Loan Credit Agreement
 25




---



##### 



Pool Specifications
       Post-Petition Interest
 Premium Amount provided
 Prohibited Country
 Term Loan Credit Agreement
 26




---



##### 



Protocol
 PS Pool Aircraft
 Public Lender
 Qualified Appraiser
 Records
 Register
 Related Pool Aircraft
 Relevant Advance Parties
 Remaining Aggregate Requested Advance Amount
 Removal
 Reportable Event
 Term Loan Credit Agreement
 27




---



##### 



Representatives
 Required Cape Town Registrations
 Required Lenders
 Requirement of Law
 S&P
 Sanctions
 Secured Obligations
 Secured Parties
 Securities Account
 Securities Intermediary
 Security Agreement
 Security Deposit
 Term Loan Credit Agreement
 28




---



##### 



Security Documents
 Six-Month Anniversary
 Specified Representation Deficiency
 subsidiary parent
 Subsidiary
 Subsidiary Holdco
 Taxes
 Third Party Event
 Title 49
 UCC provided however
 UCC Financing Statement
 Term Loan Credit Agreement
 29




---



##### 



provided however
 UCC Jurisdiction
 Uncertificated Security
 Undelivered Pool Aircraft
 United States
 UNSC
 Widebody Aircraft
 Withdrawal Liability
 Terms Defined in the Cape Town Convention.
 Terms Generally. include includes including without limitation will shall
 Term Loan Credit Agreement
 30




---



##### 



herein hereof hereunder property
 Accounting Terms; Changes in GAAP.
 Times.
 The Credits
 Commitment. provided
  Incremental Effective Date
 Term Loan Credit Agreement
 31




---



##### 



Request to Advance Loans. Advance Request provided
 Advances of Aggregate Requested Advance Amount
 Catch-Up
Advance Remaining Aggregate
Requested Advance Amount
 Term Loan Credit Agreement
 32




---



##### 



Interest. plus provided prima facie
 plus
 provided
 prima facie
 Payment at Maturity; Scheduled Payments; Evidence of Debt
 Term Loan Credit Agreement
 33




---



##### 



provided
 Note
 Optional and Mandatory Prepayments Optional Prepayments
 Mandatory Prepayments
 Accrued Interest; Premium
 Notice of Prepayments.
 Application of Prepayments
 Term Loan Credit Agreement
 34




---



##### 



Fees.
   Taxes; Increased Costs; Etc. Payments Free of Taxes; Obligation to
Withhold; Payments on Account of Taxes
 Payment of Other Taxes by the Borrower
 Tax Indemnifications
 Term Loan Credit Agreement
 35




---



##### 



Evidence of Payments
 Status of Lenders; Tax Documentation
    Term Loan Credit Agreement
 36




---



##### 



Treatment of Certain Refunds
 Term Loan Credit Agreement
 37




---



##### 



provided
 Illegality; Impracticality; Increased Costs provided
   Term Loan Credit Agreement
 38




---



##### 



provided
  Term Loan Credit Agreement
 39




---



##### 



provided
       Term Loan Credit Agreement
 40




---



##### 



Market Disruption Interest Rate Market Disruption Cost of
Funds
     Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Term Loan Credit Agreement
 41




---



##### 



first second
 provided
   Term Loan Credit Agreement
 42




---



##### 



provided
    Changes to the Designated Pool; Intermediate Lessees; Release of a Subsidiary
Holdco.
 Term Loan Credit Agreement
 43




---



##### 



Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool. pro forma pro forma provided pro forma
 Addition of Non-Pool Aircraft to the Designated Pool. provided
   Term
Loan Credit Agreement
 44




---



##### 



pro forma pro forma
     Intermediate Lessees. provided
   Term Loan Credit Agreement
 45




---



##### 



Termination of Intermediate Lessees Status. provided
 Inter-Obligor Transfers. provided
  Term Loan Credit Agreement
 46




---



##### 



Requirements Following Additions to Designated Pool.
 Release of Cash Collateral
 Termination of Owner Subsidiarys Status
 Term Loan Credit Agreement
 47




---



##### 



Specified Representation Deficiency. Specified Representation
Deficiency provided
 Applicable Subsidiary Documents
  Term Loan Credit Agreement
 48




---



##### 



provided
 pro forma
 Release of Subsidiary Holdco pro forma
 Term Loan Credit Agreement
 49




---



##### 



Addition of Incremental Lender
 Defaulting Lenders. Adjustments
 Waivers and Amendments
 Reallocation of Payments first second third fourth fifth sixth provided
 Term Loan Credit Agreement
 50




---



##### 



Defaulting Lender Cure provided provided further
 Representations and Warranties
  Organization, etc.
 Authorization; Consents; No Conflict.
 Term Loan Credit Agreement
 51




---



##### 



Validity and Binding Nature.
 Financial Statements.
 Litigation and Contingent Liabilities.
 Security Interest
   Term Loan Credit Agreement
 52




---



##### 



Employee Benefit Plans.
 Investment Company Act.
 Regulation U.
 Information. provided
 Term Loan Credit Agreement
 53




---



##### 



provided
 Compliance with Applicable Laws, etc.
 Insurance.
 Taxes.
 Obligor Information.
 Solvency.
 Term Loan Credit Agreement
 54




---



##### 



Sanctions. OFAC UNSC EU Sanctions Prohibited Country
 Description of Aircraft and Leases, Etc
   Ownership.
 Lessee Consent.
 Use of Proceeds.
 Term Loan Credit Agreement
 55




---



##### 



Conditions
 Effective Date
         Term Loan Credit Agreement
 56




---



##### 



Term Loan Credit Agreement
 57




---



##### 



Advance Date.
   Term Loan Credit Agreement
 58




---



##### 



Term Loan Credit Agreement
 59




---



##### 



Term Loan Credit Agreement
 60




---



##### 



Quiet Enjoyment Letters.
 Term Loan Credit Agreement
 61




---



##### 



Covenants
  Legal Existence and Good Standing. provided however
 Protection of Security Interest of the Lenders
    provided
 Term Loan Credit Agreement
 62




---



##### 



Ownership, Operation and Leasing of Pool Aircraft; Ownership of Borrower and
Each Subsidiary Holdco.
   provided
    Term Loan Credit Agreement
 63




---



##### 



Limitation on Disposition of Aircraft; Limitation on Disposition of Certain
Equity Collateral. pro
forma
 Payment of Taxes or Other Claims. provided however
 Representations Regarding Operation.
 Compliance with Laws, Etc.
  Term Loan Credit Agreement
 64




---



##### 



Notice of Adverse Claim or Loss.
 Reporting Requirements
     Term Loan Credit Agreement
 65




---



##### 



LTV Certificate provided
 Term Loan Credit Agreement
 66




---



##### 



provided
 provided
 ILFC Materials Platform Public Lender
 Term Loan Credit Agreement
 67




---



##### 



provided however
 Limitation on Transactions with Affiliates.
 Inspections.
 Use of Proceeds; Margin Regulations.
 Term Loan Credit Agreement
 68




---



##### 



Insurance.
 UNSC, EU and United States Sanctions and Export Restrictions
 Sanctions
 Loan-to-Value Ratio
  Removal LTV Determination Date
  Term Loan Credit Agreement
 69




---



##### 



pro forma LTV Cure pro forma Interim Cash pro forma Interim Cure th
  Annual Anniversary Six-Month Anniversary Anniversary Dates
 Term Loan Credit Agreement
 70




---



##### 



Initial Test Date
 Mergers, Consolidations and Sales of Assets.
      Term Loan Credit Agreement
 71




---



##### 



Limitation on Indebtedness. provided
 Limitation on Business Activity.
 Term Loan Credit Agreement
 72




---



##### 



Operational Covenants.
 Operation and Use provided
 Third Party Event provided inter alia
 Registration
 Term Loan Credit Agreement
 73




---



##### 



provided
 Extension, Amendment or Replacement of Leases
  Lessee Notice
    Term Loan Credit Agreement
 74




---



##### 



Events of Default
 Events of Default
       Term Loan Credit Agreement
 75




---



##### 



Term Loan Credit Agreement
 76




---



##### 



Guaranty
 Guaranty.
 Contribution.
 Guaranty Absolute.
  Term Loan Credit Agreement
 77




---



##### 



Term Loan Credit Agreement
 78




---



##### 



Term Loan Credit Agreement
 79




---



##### 



Waiver and Acknowledgments.
   Term Loan Credit Agreement
 80




---



##### 



Subrogation.
 Term Loan Credit Agreement
 81




---



##### 



Payment Free and Clear of Taxes.
 No Waiver; Remedies.
 Continuing Guaranty.
 Subordination of Certain Intercompany Indebtedness.
 Limit of Liability.
  Release.
 Term Loan Credit Agreement
 82




---



##### 



No ILFC Collateral.
 Agents
 Appointment and Authority
     Term Loan Credit Agreement
 83




---



##### 



Rights as a Lender
 Activities provided
  Term Loan Credit Agreement
 84




---



##### 



Exculpatory Provisions
  provided
    Term Loan Credit Agreement
 85




---



##### 



Reliance by each Agent
 Delegation of Duties
 Resignation and Removal of Administrative Agent provided
 Term Loan Credit Agreement
 86




---



##### 



Non-Reliance on Agents and Other Lenders
   Term Loan Credit Agreement
 87




---



##### 



No Other Duties, etc
 Administrative Agent May File Proofs of Claim
    Term Loan Credit Agreement
 88




---



##### 



Collateral and Guaranty Matters
 French Collateral
 Miscellaneous
 Notices Generally
    Term Loan Credit Agreement
 89




---



##### 



provided
 The Platform Agent Parties provided however
 Term Loan Credit Agreement
 90




---



##### 



Change of Address, Etc.
 Reliance by Agents and Lenders
 Waivers; Amendments
  Term Loan Credit Agreement
 91




---



##### 



provided provided further provided further provided further provided further
  Term Loan Credit Agreement
 92




---



##### 



Expenses; Indemnity; Damage Waiver
 Indemnitee
    provided
 Term Loan Credit Agreement
 93




---



##### 



provided
 provided
  Term Loan Credit Agreement
 94




---



##### 



provided
   Successors and Assigns
 Term Loan Credit Agreement
 95




---



##### 



Assignments by Lenders provided
 Minimum Amounts
  provided however
 Proportionate Amounts
 Required Consents
  Term Loan Credit Agreement
 96




---



##### 



provided
  Assignment and Assumption provided however
 No Assignment to Certain Persons
 Certain Additional Payments
  Term Loan Credit Agreement
 97




---



##### 



Register Register
 Participations Participant provided
 provided
 Term Loan Credit Agreement
 98




---



##### 



Limitations upon Participant Rights
 Certain Pledges provided
 Replacement of Lenders provided
   Term Loan Credit Agreement
 99




---



##### 



Survival
 Counterparts; Integration; Effectiveness
 Severability.
 Term Loan Credit Agreement
 100




---



##### 



Applicable Law
 Jurisdiction; Consent to Service of Process.
   WAIVER OF JURY TRIAL
 Term Loan Credit Agreement
 101




---



##### 



Headings
 Confidentiality provided
 Information provided
  Term Loan Credit Agreement
 102




---



##### 



Right of Setoff provided
 No Advisory or Fiduciary Responsibility
 Term Loan Credit Agreement
 103




---



##### 



Term Loan Credit Agreement
 104




---



##### 



Interest Rate Limitation. Charges Maximum Rate
 USA Patriot Act.
 [Signature pages follow.]
 Term Loan Credit Agreement
 105




---



##### 



TEMESCAL AIRCRAFT INC.By:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    TreasurerINTERNATIONAL LEASE FINANCE     CORPORATIONBy:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Senior Vice President & TreasurerPARK TOPANGA AIRCRAFT INC.By:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    TreasurerCHARMLEE AIRCRAFT INC.By:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    TreasurerBALLYSKY AIRCRAFT IRELAND     LIMITEDBy:
    /s/ Niall C. SommervilleName:
    Niall C. SommervilleTitle:
    Director Term Loan Credit Agreement
 106




---



##### 



CITIBANK, N.A., as Administrative AgentBy:
    /s/ Thomas HollahanName:
    Thomas HollahanTitle:
    Managing Director and Vice PresidentCITIBANK, N.A., as Collateral AgentBy:
    /s/ Thomas HollahanName:
    Thomas HollahanTitle:
    Managing Director and Vice PresidentCITIGROUP GLOBAL MARKETS      INC., as Lead AgentBy:
    /s/ Thomas BliemelName:
    Thomas BliemelTitle:
    Managing DirectorCREDIT SUISSE SECURITIES (USA)      LLC, as Lead
AgentBy:
    /s/ Scott CormanName:
    Scott CormanTitle:
    Managing DirectorBNP PARIBAS, as Joint AgentBy:
    /s/ Robert PapasName:
    Robert PapasTitle:
    Director, Transportation Group - Aviation
FinanceBy:
    /s/ Stephanie KleinName:
    Stephanie KleinTitle:
    Vice President, AviationFinance Group -
Americas Term Loan Credit Agreement
 107




---



##### 



CITIBANK N.A., as LenderBy:
    /s/ Thomas HollahanName:
    Thomas HollahanTitle:
    Managing Director and Vice PresidentCREDIT SUISSE AG, CAYMAN      ISLANDS BRANCH,as
LenderBy:
    /s/ Jay ChallName:
    Jay ChallTitle:
    DirectorBy:

/s/
Kathrin MartiName:
    Kathrin MartiTitle:
    Assistant Vice PresidentBNP PARIBAS, as LenderBy:
    /s/ Robert PapasName:
    Robert PapasTitle:
    Director,
Transportation Group
- Aviation FinanceBy:
    /s/ Stephanie KleinName:
    Stephanie KleinTitle:
    Vice President,
Aviation 
Finance Group - AmericasDVB BANK SE, as LenderBy:
    /s/ Hassan PirbhaiName:
    Hassan PirbhaiTitle:
    Vice PresidentBy:
    /s/ Masa KuboName:
    Masa KuboTitle:
    Senior Vice President Term Loan Credit Agreement
 108




---



##### 



DBS BANK LTD., as LenderBy:
    /s/ Ong Sie WeiName:
    Ong Sie WeiTitle:
    Vice PresidentSCOTIABANK EUROPE PLC, as LenderBy:
    /s/ Richard WalshName:
    Richard WalshTitle:
    Associate DirectorSUMITOMO MITSUI BANKING      CORPORATION, as LenderBy:
    /s/ Natsuhiro SamejimaName:
    Natsuhiro SamejinaTitle:
    Senior Vice PresidentUNITED OVERSEAS BANK LIMITED,       as LenderBy:
    /s/ Karunia W. TjuradiName:
    Karunia W. TjuradiTitle:
    Managing Director Corporate Banking RegionalBy:
    /s/ Benny LimName:
    Benny LimTitle:
    Executive Director, Strategic Client
Coverage, Corporate Banking Regional Term Loan Credit Agreement
 109




---



##### 



DEUTSCHE BANK AG, LONDON      BRANCH,as
LenderBy:
    /s/ Pamela H. SmithName:
    Pamela H. SmithTitle:
    Managing DirectorBy:
    /s/ Ian FaradayName:
    Ian FaradayTitle:
    DirectorUNICREDIT BANK AG, LONDON      BRANCH,as
LenderBy:

/s/
George GierhartName:
    George GierhartTitle:
    DirectorBy:

/s/ WhitefordName:
    WhitefordTitle:
    Vice PresidentINDUSTRIAL AND COMMERCIAL      BANK OF CHINA (EUROPE)
S.A..,      as LenderBy:
    /s/ Lu HongqinName:
    Lu HongqinTitle:
    Deputy General ManagerTHE TOKYO STAR BANK, LIMITED,      as
LenderBy:

/s/
Robert M. BerardyName:
    Robert M. BerardyTitle:
    Chief Executive Officer and
Representative Executive Officer Term Loan Credit Agreement
 110




---



##### 



AOZORA BANK, LTD., as LenderBy:
    /s/ Koji YamakoshiName:
    Koji YamakoshiTitle:
    General ManagerNEC CAPITAL SOLUTIONS LIMITED,        as LenderBy:
    /s/ Shigeho TanakaName:
    Shigeho TanakaTitle:
    PresidentCRÉDIT INDUSTRIEL ET       COMMERCIAL,as LenderBy:
    /s/ Adrienne MolloyName:
    Adrienne MolloyTitle:
    Vice PresidentBy:
    /s/ Andrew McKuinName:
    Andrew McKuinTitle:
    Vice President Term Loan Credit Agreement
 111




---



##### 



SCHEDULE 3.14
 OBLIGOR INFORMATION
 Employer orTaxpayerJurisdiction of
    
    
    
    IdentificationName of Obligor
    
    Chief Executive Office
    
    Incorporation
    
    Entity Type
    
    NumberINTERNATIONAL LEASE 
FINANCE CORPORATION
    
    10250 Constellation
Blvd.,
Suite 3400
Los Angeles, CA 90067
    
    California
    
    Corporation
    
    22-3059110TEMESCAL AIRCRAFT
INC.
    
    10250 Constellation
Blvd.,
Suite 3400
Los Angeles, CA 90067
    
    California
    
    Corporation
    
    27-5306297PARK TOPANGA
AIRCRAFT INC.
    
    10250 Constellation
Blvd.,
Suite 3400
Los Angeles, CA 90067
    
    California
    
    Corporation
    
    27-5306173CHARMLEE AIRCRAFT
INC.
    
    10250 Constellation
Blvd.,
Suite 3400
Los Angeles, CA 90067
    
    California
    
    Corporation
    
    27-5304959BALLYSKY AIRCRAFT 
IRELAND LIMITED
    
    30 North Wall Quay,
Dublin 1
Ireland
    
    Ireland
    
    Private limited
liability company
    
    IE 9778900 I
 Term Loan Credit Agreement




---



##### 



SCHEDULE 3.17(a)
 PS POOL AIRCRAFT
 Pool Aircraft
 Airframe
    
    
    
    
    
    Engine ManufacturerManufacturer and
    
    Airframe
    
    and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Lessee
    
    Registration
 Undelivered Pool Aircraft
 Airframe
    
    
    
    
    
    Engine ManufacturerManufacturer and
    
    Airframe
    
    and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Lessee*
    
    Registration*1
    
    Airbus A319-100
    
    
    1884
    
    
    CFM International
CFM56-5B6/P
    
    ***
    
    Kingdom of Bahrain2
    
    Airbus A319-100
    
    
    2004
    
    
    International Aero
Engines V2524-A5
    
    ***
    
    China3
    
    Airbus A319-100
    
    
    2194
    
    
    International Aero
Engines V2524-A5
    
    ***
    
    United Kingdom4
    
    Airbus A319-100
    
    
    2232
    
    
    International Aero
Engines V2524-A5
    
    ***
    
    China5
    
    Airbus A319-100
    
    
    2720
    
    
    International Aero
Engines V2524-A5
    
    ***
    
    United Kingdom6
    
    Airbus A319-100
    
    
    3114
    
    
    International Aero
Engines V2527M-A5
    
    ***
    
    China7
    
    Airbus A319-100
    
    
    3116
    
    
    International Aero
Engines V2527M-A5
    
    ***
    
    China8
    
    Airbus A319-100
    
    
    3124
    
    
    International Aero
Engines V2527M-A5
    
    ***
    
    China9
    
    Airbus A320-200
    
    
    1424
    
    
    International Aero
Engines V2527-A5
    
    ***
    
    United Kingdom10
    
    Airbus A320-200
    
    
    2024
    
    
    CFM International
CFM56-5B4/P
    
    ***
    
    Switzerland11
    
    Airbus A320-200
    
    
    2142
    
    
    CFM International
CFM56-5B4/P
    
    ***
    
    Malta12
    
    Airbus A320-200
    
    
    2594
    
    
    International Aero
Engines V2527-A5
    
    ***
    
    New Zealand
 
 ***
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Term Loan Credit Agreement




---



##### 



Airframe
    
    
    
    
    
    Engine ManufacturerManufacturer and
    
    Airframe
    
    and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Lessee*
    
    Registration*13
    
    Airbus A320-200
    
    
    2768
    
    
    CFM International
CFM56-5B4/P
    
    ***
    
    Malta14
    
    Airbus A320-200
    
    
    4619
    
    
    International Aero
Engines V2527-A5
    
    ***
    
    China15
    
    Airbus A321-200
    
    
    1658
    
    
    CFM International
CFM56-5B3/P
    
    ***
    
    France16
    
    Airbus A321-200
    
    
    1695
    
    
    International Aero
Engines V2533-A5
    
    ***
    
    Hong Kong17
    
    Airbus A321-200
    
    
    3067
    
    
    International Aero
Engines V2533-A5
    
    ***
    
    China18
    
    Airbus A321-200
    
    
    3075
    
    
    International Aero
Engines V2533-A5
    
    ***
    
    China19
    
    Airbus A321-200
    
    
    3112
    
    
    International Aero
Engines V2533-A5
    
    ***
    
    China20
    
    Airbus A330-200
    
    
    262
    
    
    Pratt & Whitney
PW4168A
    
    ***
    
    Vietnam21
    
    Airbus A330-200
    
    
    275
    
    
    Pratt & Whitney
PW4168A
    
    ***
    
    Vietnam22
    
    Airbus A330-200
    
    
    432
    
    
    Pratt & Whitney
PW4168A
    
    ***
    
    Germany23
    
    Airbus A330-200
    
    
    454
    
    
    Pratt & Whitney
PW4168A
    
    ***
    
    Germany24
    
    Airbus A330-200
    
    
    527
    
    
    Rolls Royce PLC
TRENT 772B-60
    
    ***
    
    Kingdom Of Bahrain25
    
    Airbus A330-200
    
    
    811
    
    
    General Electric
CF6-80E1-A3
    
    ***
    
    Netherlands26
    
    Boeing B737-700
    
    
    29372
    
    
    CFM International
CFM56-7B24
    
    ***
    
    China27
    
    Boeing B737-800
    
    
    28252
    
    
    CFM International
CFM56-7B27
    
    ***
    
    Trinidad And Tobago28
    
    Boeing B737-800
    
    
    30645
    
    
    CFM International
CFM56-7B27
    
    ***
    
    Trinidad and Tobago29
    
    Boeing B737-800
    
    
    35274
    
    
    CFM International
CFM56-7B24/3
    
    ***
    
    Hong Kong30
    
    Boeing B737-800
    
    
    35275
    
    
    CFM International
CFM56-7B26/3
    
    ***
    
    Czech Republic31
    
    Boeing B737-800
    
    
    35279
    
    
    CFM International
CFM56-7B26/3
    
    ***
    
    France32
    
    Boeing B737-800
    
    
    35280
    
    
    CFM International
CFM56-7B26/3
    
    ***
    
    Norway33
    
    Boeing B737-800
    
    
    35283
    
    
    CFM International
CFM56-7B26/3
    
    ***
    
    Norway34
    
    Boeing B737-800
    
    
    38819
    
    
    CFM International
CFM56-7B26/3
    
    ***
    
    France
 
 ***
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Term Loan Credit Agreement




---



##### 



Airframe
    
    
    
    
    
    Engine ManufacturerManufacturer and
    
    Airframe
    
    and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Lessee*
    
    Registration*35
    
    Boeing B737-800
    
    
    38820
    
    
    CFM International
CFM56-7B26/3
    
    ***
    
    Not currently
registered**36
    
    Boeing B737-800
    
    
    38822
    
    
    CFM International
CFM56-7B24/3
    
    ***
    
    Not currently
registered**37
    
    Boeing B737-800
    
    
    38823
    
    
    CFM International
CFM56-7B24/3
    
    ***
    
    Not currently
registered**38
    
    Boeing B777-200ER
    
    
    27607
    
    
    General Electric
GE90-90B
    
    ***
    
    Vietnam39
    
    Boeing B777-200ER
    
    
    27608
    
    
    General Electric
GE90-90B
    
    ***
    
    Vietnam40
    
    Boeing B777-200ER
    
    
    28686
    
    
    Pratt & Whitney
PW4090
    
    ***
    
    South Korea41
    
    Boeing B777-200ER
    
    
    29397
    
    
    General Electric
GE90-94B
    
    ***
    
    Netherlands42
    
    Boeing B777-200ER
    
    
    29399
    
    
    General Electric
GE90-94B
    
    ***
    
    Netherlands43
    
    Boeing B777-200ER
    
    
    29404
    
    
    Rolls Royce PLC
TRENT 895-17
    
    ***
    
    New Zealand44
    
    Boeing B777-200ER
    
    
    32719
    
    
    General Electric
GE90-94B
    
    ***
    
    United States45
    
    Boeing B777-300ER
    
    
    32723
    
    
    General Electric
GE90-115BG01
    
    ***
    
    France46
    
    Boeing B777-300ER
    
    
    32728
    
    
    General Electric
GE90-115BG02
    
    ***
    
    United Arab Emirates
 
 *
    
    As of the date of this Credit Agreement**
    
    Aircraft not yet delivered from manufacturer***
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Term Loan Credit Agreement




---



##### 



SCHEDULE 3.17(b)
 LEASES
 International Lease Finance Corporation ( ILFC )  ILFC Ireland Limited ( ILFC Ireland )
 ***
 Boeing B777-200ER aircraft bearing serial number 32719
  ***
 Airbus A320-200 aircraft bearing serial number 2142
  Airbus A320-200 aircraft bearing serial number 2768
  ***
 Airbus A320-200 aircraft bearing serial number 2594
  Boeing B777-200ER aircraft bearing serial number 29404
  ***
 Boeing B777-200ER aircraft bearing serial number 28686
  
 
 Term Loan Credit Agreement




---



##### 



***
 Airbus A320-200 aircraft bearing serial number 1424
  Airbus A319-100 aircraft bearing serial number 2194
  Airbus A319-100 aircraft bearing serial number 2720
  ***
 Boeing B737-800 aircraft bearing serial number 28252
  Boeing B737-800 aircraft bearing serial number 30645
  ***
 Airbus A319-100 aircraft bearing serial number 2004
   
 
 Term Loan Credit Agreement




---



##### 



Airbus A319-100 aircraft bearing serial number 2232
    Airbus A321-200 aircraft bearing serial number 3067
   Airbus A321-200 aircraft bearing serial number 3075
   Airbus A321-200 aircraft bearing serial number 3112
   Boeing B737-700 aircraft bearing serial number 29372
   ***
 
 
 Term Loan Credit Agreement




---



##### 



Boeing B777-300ER aircraft bearing serial number 32728
  ***
 Airbus A330-200 aircraft bearing serial number 527
  Airbus A319-100 aircraft bearing serial number 1884
  ***
 Boeing B737-800 aircraft bearing serial number 35274
  ***
 Airbus A321-200 aircraft bearing serial number 1695
  ***
 Airbus A330-200 aircraft bearing serial number 811
  Boeing B777-200ER aircraft bearing serial number 29397
  Boeing B777-200ER aircraft bearing serial number 29399
 
 
 Term Loan Credit Agreement




---



##### 



***
 Boeing B737-800 aircraft bearing serial number 38822
  Boeing B737-800 aircraft bearing serial number 38823
  ***
 Airbus A330-200 aircraft bearing serial number 432
   Airbus A330-200 aircraft bearing serial number 454
   ***
 Boeing B737-800 aircraft bearing serial number 35280
  Boeing B737-800 aircraft bearing serial number 35283
  
 
 Term Loan Credit Agreement




---



##### 



***
 Airbus A320-200 aircraft bearing serial number 4619
  ***
 Airbus A319-100 aircraft bearing serial number 3114
   Airbus A319-100 aircraft bearing serial number 3116
   Airbus A319-100 aircraft bearing serial number 3124
   ***
 Airbus A321-200 aircraft bearing serial number 1658
  Boeing B777-300ER aircraft bearing serial number 32723
  
 
 Term
Loan Credit Agreement




---



##### 



***
 Airbus A320-200 aircraft bearing serial number 2024
  ***
 Boeing B737-800 aircraft bearing serial number 35275
   ***
 Boeing B737-800 aircraft bearing serial number 38820
  ***
 Airbus A330-200 aircraft bearing serial number 262
    Airbus A330-200 aircraft bearing serial number 275
  
 
 Term Loan Credit Agreement




---



##### 



Boeing B777-200ER aircraft bearing serial number 27607
   Boeing B777-200ER aircraft bearing serial number 27608
   ***
 Boeing B737-800 aircraft bearing serial number 35279
  Boeing B737-800 aircraft bearing serial number 38819
  
 
 Term Loan Credit Agreement




---



##### 



SCHEDULE 9.01
 NOTICES
  
  
  
  
  
  Term Loan Credit Agreement




---



##### 



th
 
 Term Loan Credit Agreement




---



##### 



EXHIBIT A
 COMMITMENTS
AND APPLICABLE PERCENTAGES
 Lender
    
    Commitment
    
    
    Applicable PercentageCitibank, N.A.
    
    $
    150,000,000
    
    
    
    11.325028313
    %Credit Suisse AG, Cayman Islands Branch
    
    $
    150,000,000
    
    
    
    11.325028313
    %BNP Paribas
    
    $
    200,000,000
    
    
    
    15.100037750
    %DVB Bank SE
    
    $
    200,000,000
    
    
    
    15.100037750
    %UniCredit Bank AG, London Branch
    
    $
    100,000,000
    
    
    
    7.550018875
    %DBS Bank Ltd.
    
    $
    75,000,000
    
    
    
    5.662514156
    %Scotiabank Europe plc
    
    $
    75,000,000
    
    
    
    5.662514156
    %Sumitomo Mitsui Banking Corporation
    
    $
    75,000,000
    
    
    
    5.662514156
    %United Overseas Bank Limited
    
    $
    75,000,000
    
    
    
    5.662514156
    %Deutsche Bank AG, London branch
    
    $
    75,000,000
    
    
    
    5.662514156
    %Crédit Industriel et Commercial
    
    $
    40,000,000
    
    
    
    3.020007550
    %Industrial and Commercial Bank of
China (Europe) S.A.
    
    $
    34,500,000
    
    
    
    2.604756512
    %The Tokyo Star Bank, Limited
    
    $
    30,000,000
    
    
    
    2.265005663
    %Aozora Bank, Ltd.
    
    $
    25,000,000
    
    
    
    1.887504719
    %NEC Capital Solutions Limited
    
    $
    20,000,000
    
    
    
    1.510003775
    %Total
    
    $
    1,324,500,000
    
    
    
    100.000000000
    %
 Term Loan Credit Agreement
 A-1




---



##### 



EXHIBIT B
 FORM OF AIRCRAFT MORTGAGE AND SECURITY AGREEMENT
 [SEE ATTACHED]
 Term Loan Credit Agreement
 B-1




---



##### 








---



##### 



PAGEARTICLE I DEFINITIONS
    
    
    2Section 1.01 Definitions
    
    
    2Section 1.02 Construction and Usage
    
    
    7ARTICLE II SECURITY
    
    
    8Section 2.01 Grant of Security
    
    
    8Section 2.02 Security for Obligations
    
    
    12Section 2.03 Representations and Warranties of the Grantors
    
    
    12Section 2.04 Grantors Remain Liable
    
    
    14Section 2.05 Delivery of Collateral
    
    
    14Section 2.06 As to the Assigned Documents
    
    
    15Section 2.07 As to the Pool Aircraft Collateral
    
    
    16Section 2.08 As to the Equity Collateral and Investment Collateral
    
    
    16Section 2.09 Further Assurances
    
    
    17Section 2.10 Place of Perfection; Records
    
    
    19Section 2.11 Voting Rights; Dividends; Etc.
    
    
    19Section 2.12 Transfers and Other Liens; Additional Shares or Interests
    
    
    20Section 2.13 Collateral Agent Appointed Attorney-in-Fact
    
    
    20Section 2.14 Collateral Agent May Perform
    
    
    21Section 2.15 Covenant to Pay
    
    
    21Section 2.16 Delivery of Collateral Supplements
    
    
    21Section 2.17 Identification of Collateral Agents Interest
    
    
    22Section 2.18 Insurance
    
    
    22Section 2.19 Covenant Regarding Control
    
    
    22Section 2.20 Covenant Regarding Collateral Account
    
    
    22Section 2.21 As to Irish Law
    
    
    22Section 2.22 Additional Charges Over Shares
    
    
    22ARTICLE III REMEDIES
    
    
    23Section 3.01 Remedies
    
    
    23Section 3.02 Priority of Payments
    
    
    24ARTICLE IV SECURITY INTEREST ABSOLUTE
    
    
    24Section 4.01 Security Interest Absolute
    
    
    24ARTICLE V THE COLLATERAL AGENT
    
    
    25Section 5.01 Authorization and Action
    
    
    25Section 5.02 Absence of Duties
    
    
    25
 Aircraft Mortgage and Security Agreement
 i




---



##### 



PAGESection 5.03 Representations or Warranties
    
    
    25Section 5.04 Reliance; Agents; Advice of Counsel
    
    
    26Section 5.05 Cape Town Convention
    
    
    27Section 5.06 No Individual Liability
    
    
    27ARTICLE VI SUCCESSOR COLLATERAL AGENT
    
    
    27Section 6.01 Resignation and Removal of the Collateral Agent
    
    
    27Section 6.02 Appointment of Successor
    
    
    28ARTICLE VII INDEMNITY AND EXPENSES
    
    
    28Section 7.01 Indemnity
    
    
    29Section 7.02 Secured Parties Indemnity
    
    
    29Section 7.03 No Compensation from Secured Parties
    
    
    30ARTICLE VIII MISCELLANEOUS
    
    
    30Section 8.01 Amendments; Waivers; Etc
    
    
    30Section 8.02 Addresses for Notices; Delivery of Documents
    
    
    31Section 8.03 Remedies
    
    
    32Section 8.04 Severability
    
    
    32Section 8.05 Continuing Security Interest
    
    
    32Section 8.06 Release and Termination
    
    
    32Section 8.07 Currency Conversion
    
    
    33Section 8.08 Governing Law
    
    
    34Section 8.09 Jurisdiction; Consent to Service of Process
    
    
    34Section 8.10 Counterparts; Integration; Effectiveness
    
    
    34Section 8.11 Table of Contents, Headings, Etc
    
    
    35Section 8.12 Non-Invasive Provisions
    
    
    35Section 8.13 Limited Recourse
    
    
    36SCHEDULESSchedule 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 AgreementExhibit D Form of FAA Aircraft Mortgage
 Aircraft Mortgage and Security Agreement
 ii




---



##### 



Exhibit E Form of FAA Aircraft Mortgage and Lease AssignmentExhibit F Form of FAA Lease AssignmentExhibit G Notice of Assignment
 Aircraft Mortgage and Security Agreement
 iii




---



##### 



Agreement Parent
Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Citibank Collateral Agent
  ILFC Lenders Administrative
Agent Credit Agreement
      Aircraft Mortgage and Security Agreement




---



##### 



Section 1.01 Definitions Certain Defined Terms
           Aircraft Mortgage and Security Agreement
 2




---



##### 



Aircraft Mortgage and Security Agreement
 3




---



##### 



Aircraft Mortgage and Security Agreement
 4




---



##### 



Aircraft Mortgage and Security Agreement
 5




---



##### 



Aircraft Mortgage and Security Agreement
 6




---



##### 



Terms Defined in the Cape Town Convention
 Terms Defined in the Credit Agreement
 Section 1.02 Construction and Usage
   Aircraft Mortgage and Security Agreement
 7




---



##### 



provided however
 
 Section 2.01 Grant of Security
 Collateral
 Aircraft Mortgage and Security Agreement
 8




---



##### 



Assigned
Leases Lease Collateral
 Security Collateral
   Aircraft Mortgage and Security Agreement
 9




---



##### 



Pledged Debt Collateral
 Membership Interest
Collateral
   Beneficial Interest
Collateral
   Assigned Agreement
Collateral
 Aircraft Mortgage and Security Agreement
 10




---



##### 



Assigned Agreements
  Aircraft Purchase Collateral
 Account Collateral
   provided however provided further
 Aircraft Mortgage and Security Agreement
 11




---



##### 



Section 2.02 Security for Obligations
 Section 2.03 Representations and Warranties of the Grantors
     Aircraft Mortgage and Security Agreement
 12




---



##### 



Aircraft Mortgage and Security Agreement
 13




---



##### 



Section 2.04 Grantors Remain Liable
 Section 2.05 Delivery of Collateral Chattel Paper Original
 Aircraft Mortgage and Security Agreement
 14




---



##### 



Section 2.06 As to the Assigned Documents
     Aircraft Mortgage and Security Agreement
 15




---



##### 



provided however
  Section 2.07 As to the Pool Aircraft Collateral
 Section 2.08 As to the Equity Collateral and Investment Collateral Equity Collateral
  Aircraft Mortgage and Security Agreement
 16




---



##### 



Section 2.09 Further Assurances
 Aircraft Mortgage and Security Agreement
 17




---



##### 



Aircraft Mortgage and Security Agreement
 18




---



##### 



Section 2.10 Place of Perfection; Records
 Section 2.11 Voting Rights; Dividends; Etc
 provided
  Aircraft Mortgage and Security Agreement
 19




---



##### 



Section 2.12 Transfers and Other Liens; Additional Shares or Interests
  Section 2.13 Collateral Agent Appointed Attorney-in-Fact
 Aircraft Mortgage and Security Agreement
 20




---



##### 



provided
 Section 2.14 Collateral Agent May Perform
 Section 2.15 Covenant to Pay
 Section 2.16 Delivery of Collateral Supplements provided provided further
 Aircraft Mortgage and Security Agreement
 21




---



##### 



Section 2.17 Identification of Collateral Agents Interest
 Section 2.18 Insurance
 Section 2.19 Covenant Regarding Control
 Section 2.20 Covenant Regarding Collateral Account
 Section 2.21 As to Irish Law 2009 Act (Power of sale)
 Section 2.22 Additional Charges Over Shares
 Aircraft Mortgage and Security Agreement
 22




---



##### 



Section 3.01 Remedies
    Aircraft Mortgage and Security Agreement
 23




---



##### 



Section 3.02 Priority of Payments
 first
 second
 
 Section 4.01 Security Interest Absolute
       Aircraft Mortgage and Security Agreement
 24




---



##### 



Section 5.01 Authorization and Action
  Section 5.02 Absence of Duties
 Section 5.03 Representations or Warranties
 Aircraft Mortgage and Security Agreement
 25




---



##### 



Section 5.04 Reliance; Agents; Advice of Counsel
 provided however
    Aircraft Mortgage and Security Agreement
 26




---



##### 



Section 5.05 Cape Town Convention
 Section 5.06 No Individual Liability
 
 Section 6.01 Resignation and Removal of the Collateral Agent
 Aircraft Mortgage and Security Agreement
 27




---



##### 



Section 6.02 Appointment of Successor
 provided
   
 Aircraft Mortgage and Security Agreement
 28




---



##### 



Section 7.01 Indemnity provided
 provided
  Section 7.02 Secured Parties Indemnity mutatis mutandis
 Aircraft Mortgage and Security Agreement
 29




---



##### 



provided
 provided
  Section 7.03 No Compensation from Secured Parties
 
 Section 8.01 Amendments; Waivers; Etc
  Aircraft Mortgage and Security Agreement
 30




---



##### 



Section 8.02 Addresses for Notices; Delivery of Documents
                 Aircraft Mortgage and Security Agreement
 31




---



##### 



Section 8.03 Remedies
 Section 8.04 Severability
 Section 8.05 Continuing Security Interest
 Section 8.06 Release and Termination
 Aircraft Mortgage and Security Agreement
 32




---



##### 



Section 8.07 Currency Conversion Received Currency Agreed Currency
 Aircraft Mortgage and Security Agreement
 33




---



##### 



Section 8.08 Governing Law
 Section 8.09 Jurisdiction; Consent to Service of Process
   Section 8.10 Counterparts; Integration; Effectiveness
 Aircraft Mortgage and Security Agreement
 34




---



##### 



Section 8.11 Table of Contents, Headings, Etc
 Section 8.12 Non-Invasive Provisions
  provided
 Aircraft Mortgage and Security Agreement
 35




---



##### 



Section 8.13 Limited Recourse provided
   Aircraft Mortgage and Security Agreement
 36




---



##### 



[The Remainder of this Page is Intentionally Left Blank]
 Aircraft Mortgage and Security Agreement
 37




---



##### 



PARK TOPANGA AIRCRAFT INC., as a GrantorByName:Title: TEMESCAL AIRCRAFT INC., as a GrantorByName:Title: BALLYSKY AIRCRAFT IRELAND LIMITED, as a GrantorByName:Title: CHARMLEE AIRCRAFT INC., as a GrantorByName:Title: Aircraft Mortgage and Security Agreement
 38




---



##### 



CITIBANK, N.A. not in its individual capacity but solely
as the Collateral AgentByName:Title: Aircraft Mortgage and Security Agreement
 39




---



##### 



AIRCRAFT OBJECTS
 AirframeManufacturer and
    
    Airframe
    
    Engine Manufacturer andModel
    
    MSN
    
    Engine Model
    
    Engine MSNs1.
    
    None
    
    N/A
    
    N/A
    
    N/A
 Aircraft Mortgage and Security Agreement




---



##### 



PLEDGED EQUITY INTERESTS
  Percentage ofPledged Equity
    
    
    
    
    
    Number of
    
    OutstandingParty
    
    Par Value
    
    Certificate No(s).
    
    Shares
    
    SharesTemescal
Aircraft Inc.
    
    N/A
    
    1
    
    100
    
    100%Ballysky
Aircraft Ireland
Limited
    
    $1
    
    1
    
    10
    
    100%Charmlee
Aircraft Inc.
    
    N/A
    
    1
    
    100
    
    100%
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Beneficial Interest
  Percentage ofPledged Equity Party
    
    Certificate No.
    
    Membership Interest
 Aircraft Mortgage and Security Agreement




---



##### 



PLEDGED DEBT
 Intercompany
    
    Intercompany
    
    Description of Instrument of
    
    Amount ofLender
    
    Borrower
    
    Pledged Debt
    
    Pledged DebtTemescal Aircraft 
Inc.
    
    Charmlee Aircraft
Inc.
    
    Intercompany Demand
Promissory Note
    
    $3,000,000,000Temescal
Aircraft 
Inc.
    
    Ballysky Aircraft
Ireland Limited
    
    Intercompany Demand
Promissory Note
    
    $3,000,000,000




---



##### 



TRADE NAMES
 1.
    
    Grantor: Park Topanga Aircraft Inc.
Trade Name: Park Topanga Aircraft Inc.2.
    
    Grantor: Temescal Aircraft Inc.
Trade Name: Temescal Aircraft Inc.3.
    
    Grantor: Charmlee Aircraft Inc.
Trade Name: Charmlee Aircraft Inc.4.
    
    Grantor: Ballysky Aircraft Ireland Limited
Trade Name: Ballysky Aircraft Ireland Limited
 Aircraft Mortgage and Security Agreement




---



##### 



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)Park Topanga Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-5306173Temescal Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-5306297Ballysky Aircraft Ireland Limited
    
    c/o ILFC Ireland Limited30 North Wall QuayDublin 1, IrelandFacsimile: 353-1-672-0270Telephone: 353-1-802-8901Corporation No. 495999Charmlee Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: 27-5304959
 Aircraft Mortgage and Security Agreement




---



##### 



1.
    
    Obligation to InsureSo long as this Agreement shall remain in effect, the Grantors will ensure that there is
effected and maintained appropriate insurances, maintained with insurers or reinsured
with reinsurers of recognized responsibility or pursuant to governmental indemnities, in
respect of each Pool Aircraft and the Collateral Agent and the Administrative Agent 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
insurance program uses AVN67B or a successor London market endorsement similar thereto,
the Grantor shall procure that the Collateral Agent is named as a Contract Party in
respect of such hull insurance and shall ensure that the Collateral Agent is also named
as such 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 in accordance
with Leasing Company Practice) 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 Secured
Parties) as a loss payee for the Required Insured Value (provided,
however, that, if the applicable insurance program uses AVN67B or a successor
 Aircraft Mortgage and Security Agreement




---



##### 



London market endorsement similar thereto, the Grantors shall procure that the
Collateral Agent is named as a Contract Party in respect of such insurance and shall
ensure that the Collateral Agent is also named as such 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 (for and on
behalf of themselves and the Secured Parties) shall be named as additional insureds on
such policies; provided that if the applicable insurance program uses AVN 67B or
a successor London market endorsement similar thereto, the Grantors shall procure that
the Collateral Agent and the Administrative Agent are named as Contract Parties in
respect of such insurance and the Grantors shall ensure that the Collateral Agent and
the Administrative Agent are also named as such a Contract Party 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.
 Proceeds of insurance paid to the Collateral Agent shall be disbursed to the Borrower unless
an Event of Default has occurred and is continuing, in which case such proceeds will be held
in the Collateral Account until applied as provided in the Credit Agreement or herein;
provided, however, that if, pursuant to a Lease, such insurance proceeds are
payable to a Lessee, such insurance proceeds shall in all circumstances be paid to such Lessee
in accordance with such Lease.
 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 with respect to the insurance required to be
carried by the Lessee under the Lease to no Event of Default having occurred and being
 Aircraft Mortgage and Security Agreement




---



##### 



continuing) will not be payable to the Collateral Agent. Such excess insurance proceeds, if
paid under the insurances required to be carried by the Lessee under the Lease, 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
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 accepted in accordance with Leasing
Company Practice) 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 or a successor London market endorsement 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 or a successor
London market endorsement, 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
 Aircraft Mortgage and Security Agreement




---



##### 



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 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.
 Aircraft Mortgage and Security Agreement




---



##### 



[Date]
   Aircraft Mortgage and Security Agreement Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Collateral Agent
    Aircraft Mortgage and Security Agreement




---



##### 



By:Name:Title:  
 By:Name:Title: Aircraft Mortgage and Security Agreement




---



##### 



Airframe Manufacturer
    
    
    
    Engine Manufacturer andAirframe MSN
    
    and Model
    
    Engine MSNs
    
    Model
 Aircraft Mortgage and Security Agreement




---



##### 



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
  Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



[Date]
   Aircraft Mortgage and Security Agreement Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco Grantors Collateral Agent
  Grant of Security Interest Supplementary Collateral
  Aircraft Mortgage and Security Agreement




---



##### 



Assigned Leases Lease Collateral
 Security Collateral
   Pledged Debt Collateral
 Membership Interest Collateral
 Aircraft Mortgage and Security Agreement




---



##### 



Beneficial Interest Collateral
   Assigned Agreement Collateral
 Assigned Agreements
  Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Purchase Collateral
 Account Collateral
   provided
    [Signature Page Follows]
 Aircraft Mortgage and Security Agreement




---



##### 



By:Name:Title:  
 By:Name:Title: Aircraft Mortgage and Security Agreement




---



##### 



Airframe Manufacturer
    
    
    
    Engine ManufacturerAirframe MSN
    
    and Model
    
    Engine MSNs
    
    and Model
 Aircraft Mortgage and Security Agreement




---



##### 



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
 Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



Name of Grantor
    
    Chief Executive Office, Chief Place of
Business and Registered Office and Organizational ID
(if applicable)
 Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



March__ 2011
 SHARE CHARGE
  TEMESCAL AIRCRAFT INC.
   CITIBANK, N.A.
  in respect of shares of
 Ballysky Aircraft Ireland Limited
 A & L GOODBODY
 1




---



##### 



SHARE CHARGE
 BETWEEN
 (1)
    
    TEMESCAL AIRCRAFT INC.,a company incorporated under the laws of California
(the Chargor); and(2)
    
    CITIBANK, N.A.,a national banking association as the collateral agent under
the Security Agreement (as defined below), (the Chargee);
 WHEREAS
 A.
    
    By a term loan credit agreement dated as of March__
2011 made between Temescal Aircraft Inc.
as borrower, ILFC, Topanga Park Aircraft Inc., Charmlee Aircraft Inc and Ballysky Aircraft
Ireland Limited (the Company) as obligors, the lenders identified therein as lenders,
Citibank, N.A. as administrative agent and collateral agent (the Collateral Agent), Citigroup
Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint lead structuring agents
and joint lead placement agents and BNP Paribas as joint placement agent (the Credit
Agreement) the Lenders have agreed to make available a term loan facility to the Borrower.B.
    
    By an aircraft mortgage and security agreement dated as of March__ 2011 between the Chargor
and others and the additional grantors referred to therein as Grantors and the Chargee, as the
Collateral Agent, 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 Ballysky Aircraft Ireland Limited (registered number 495999), 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;
 2




---



##### 



provided, however, that notwithstanding any of the foregoing provisions, so
long as no Event of Default shall have occurred and be continuing and the Loans have been
accelerated and for so long as such acceleration shall not have been rescinded, the Chargor
shall have the right, to the exclusion of the Chargee to (i) all distributions, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Charged Property, and once
paid by Chargor to a non-Grantor under the Security Agreement, shall be free and clear of
the Charge hereof and shall not constitute Charged Property, and if an Event of Default
shall have occurred and be continuing and the Loans have been accelerated and for so long as
such acceleration shall not have been rescinded, Chargor shall not make any such payment to
a non-Grantor without the Chargees consent; provided further that the
Charged Property shall not include any Excluded Property.Charged Shareshas the meaning assigned thereto in the definition of Charged Property;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
 3




---



##### 



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.
 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.
  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,
and (c) no alteration to the constitutive documents of the Company, in each case, without the
prior consent in writing of the Chargee (not to be unreasonably withheld), but the foregoing
shall not be interpreted as requiring the Chargees consent to further capital contribution to
the Company by the Chargor.
 4




---



##### 



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:
 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, except as required by law, 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 and the
acceleration of the Loans and for so long as such acceleration shall not have been
rescinded, 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 and the
acceleration of the Loans and for so long as such acceleration shall not have been
rescinded, 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; and
 5




---



##### 



3.6.13.
    
    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 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, except as otherwise permitted under the Loan Documents, 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 and the
acceleration of the Loans and for so long as such acceleration shall not have been rescinded:
 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; and
 6




---



##### 



5.1.2.
    
    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 thereofprovided thatthe Chargor shall not exercise such voting rights in any manner which 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 and the acceleration of
the Loans and for so long as such acceleration shall not have been rescinded, 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 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 and the acceleration of the Loans
and for so long as such acceleration shall not have been rescinded) 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
 7




---



##### 



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 except as otherwise provided in the Loan
Documents.7.
    
    ENFORCEMENT OF SECURITY7.1.
    
    The security hereby constituted shall become enforceable upon the occurrence of an Event of
Default which is continuing and the acceleration of the Loans and for so long as such
acceleration shall not have been rescinded.7.2.
    
    At any time after the occurrence of an Event of Default which is continuing and the
acceleration of the Loans and for so long as such acceleration shall not have been rescinded,
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
 8




---



##### 



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 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 and for so long as it is
continuing and the acceleration of the Loans and for so long as such acceleration shall
not have been rescinded, 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
 9




---



##### 



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, but only to the extent required by the
Express Perfection Requirements, 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,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 ATTORNEY
 10.1.
    
    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
 10




---



##### 



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 and the Loans have been accelerated and for so long as such acceleration
shall not have been rescinded.11.
    
    EXPENSES11.1.
    
    As and to the extent provided in the Credit Agreement and the Security Agreement, 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;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 except as provided under the Credit Agreement or the Security Agreement.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
 11




---



##### 



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 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,
 12




---



##### 



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.17.
    
    CONFLICTSIn the event of a conflict between the provisions of this Charge on the one hand and the
Credit Agreement and the Security Agreement on the other hand, the provisions of the Credit
Agreement or Security Agreement shall control.
 13




---



##### 



Schedule A
 Company
    

Number and Description of Shares
    
    Registered HolderBallysky Aircraft Ireland Limited
    
    10 Ordinary Shares
of US$1.00 each
    
    Temescal Aircraft Inc.
 14




---



##### 



SCHEDULE B
 Part I
 Chargee
 Date of Charge
  Company
 Charge
    15




---



##### 



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:
 16




---



##### 



SCHEDULE C
 Irrevocable Proxy
 Chargee Company
  Temescal Aircraft Inc.
  17




---



##### 



SCHEDULE D
 Irrevocable Appointment
 Company
  Temescal Aircraft Inc.
  18




---



##### 



SIGNEDbyTEMESCAL AIRCRAFT INC.in the presence of:
 Witness Signature:Witness Name:Witness Address:
 SIGNEDbyCITIBANK, N.A.,

in the presence of:
 Witness Signature:Witness Name:Witness Address:
 19




---



##### 



Pledgor Pledgee Collateral Account Securities Intermediary Collateral UCC
 Security Agreement
 inter alia Credit 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
 Aircraft Mortgage and Security Agreement




---



##### 



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.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: #798628 Citi f/b/o Citibank, N.A. as Collateral
Agent and Securities Intermediary f/b/o Temescal Aircraft, Inc. under the Aircraft Mortgage
and Security Account Control Agreement.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 the acceleration of
the Loans and such acceleration has not been rescinded, 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 and the acceleration of the Loans and such acceleration
has not been rescinded. 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) In accordance with the Loan Agreement, upon, as part of, or in the absence after the
relevant period of an Interim Cure, the Pledgee shall issue an entitlement order to the
Securities Intermediary to distribute from the Collateral Account to the Pledgor an amount
equal to the Interim Cash deposited in connection with the related LTV Cure.(c) Upon deposit of any insurance proceeds in the Collateral Account, the Pledgee shall
instruct the Securities Intermediary to distribute from the Collateral Account the amount of
such insurance proceeds in accordance with the instructions of the Collateral Agent (who
shall direct that such amounts be distributed as set forth in Schedule V of the Security
Agreement).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
 Aircraft Mortgage and Security Agreement




---



##### 



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 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, 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.
 Aircraft Mortgage and Security Agreement




---



##### 



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 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 and the Loan Documents set 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 17 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
 Aircraft Mortgage and Security Agreement




---



##### 



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 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 is being delivered in New York and shall be governed and construed in
accordance with the law of the State of New York.
  Aircraft Mortgage and Security Agreement




---



##### 



PLEDGOR:
    
    PLEDGEE:TEMESCAL AIRCRAFT INC.
    
    CITIBANK, N.A.,as Collateral AgentBy:
    
    By:Name:
    
    Name:Title:
    
    Title:Telephone No.:
    
    Telephone No.:Address:
    
    Address:10250 Constellation Blvd., Suite 3400
    
    388 Greenwich Street, 14th FloorLos Angeles, CA 90067
    
    New York, NY 10013Attention: Treasurer with a copy to the General Counsel
    
    Attention: Jenny Cheng Facsimile No. (212) 657-2762Facsimile No. (310) 788-1990Date: March 30, 2011
    
    Date: March 30, 2011
   CITIBANK, N.A.
 By:Name:Title:Date:  
  Aircraft Mortgage and Security Agreement




---



##### 



Exhibit A
 [Letterhead of the Pledgee]
 [Date]
 A. BY FACSIMILE TRANSMISSION AND CERTIFIED MAIL
 
 Re:
    
    Temescal Aircraft Inc. Account No. 798628
 B. NOTICE OF EXCLUSIVE CONTROL
  Collateral Account
  [________________________________________________________________________________________________________________]
 Very truly yours,


CITIBANK, N.A., as Collateral AgentBy:Name:Title:  Aircraft Mortgage and Security Agreement




---



##### 



Agreement Grantor Collateral Agent Aircraft Mortgage Parent Holdco Borrower Irish
Subsidiary Holdco CA Subsidiary
Holdco
 W  I  T  N  E  S  S  E  T  H:
 Credit
Agreement
  Airframes Engines Pool Aircraft
   Mortgage Collateral
 Aircraft Mortgage and Security Agreement




---



##### 



a.
    
    each Pool Aircraft, including the Airframe and Engines with respect to such Pool
Aircraft as the same is now and will hereafter be constituted, and in the case of such
Engines, whether or not any such Engine shall be installed in or attached to the
Airframe or any other airframe;b.
    
    all Parts of whatever nature, which are from time to time relating to any
Airframe or Engine, including all substitutions, renewals and replacements of and
additions, improvements, accessions and accumulations to any Airframe or Engine (other
than additions, improvements accessions and accumulations which constitute appliances,
parts, instruments, appurtenances, accessories, furnishings or other equipment excluded
from the definition of Parts);c.
    
    all of the Grantors right, title and interest in the technical data, manuals and
log books, and all inspection, modification and overhaul records and other service,
repair, maintenance, technical records in respect of a Pool Aircraft that are Owned by a
Grantor and required pursuant to applicable law to be maintained with respect to such
Pool Aircraft, and such term shall include all additions, renewals, revisions and
replacements of any such materials from time to time made, or required to be made,
pursuant to applicable law, and in each case in whatever form and whatever means or
medium (including, without limitation, microfiche, microfilm, paper or computer disk)
such materials may be maintained or retained by the relevant lessee of the Pool Aircraft
(collectively, the Aircraft Documents);d.
    
    any money or non-money proceeds of an Airframe or Engine arising from the total
or partial loss or destruction of such Airframe or its Engine or its total or partial
confiscation, condemnation or requisition up to the amount of hull insurance in respect
of such Pool Aircraft required to be carried hereunder; ande.
    
    all proceeds, howsoever arising, of the foregoing.
   Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



Aircraft Mortgage and Security Agreement




---



##### 



GRANTOR:
    [_____]By:Name:Title:COLLATERAL AGENT:
    CITIBANK, N.A., not in its individual capacity but
solely as Collateral AgentBy:Name:Title: Aircraft Mortgage and Security Agreement
 D-5




---



##### 



DEFINITIONS
                Aircraft Mortgage and Security Agreement
 D-6




---



##### 



Aircraft Mortgage and Security Agreement
 D-7




---



##### 



MORTGAGE COLLATERAL
  1
 2 3
 
 1
    
    Described on the International Registry drop down menu as [__].2
    
    Described on the International Registry drop down menu as [__].3
    
    Described on the International Registry drop down menu as [__]. Aircraft Mortgage and Security Agreement
 D-8




---



##### 



Agreement Grantor Collateral Agent Aircraft Mortgage Parent Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco
 W I T N E S S E T H:
 Credit
Agreement
  Airframes Engines Pool Aircraft Assigned Leases
   Aircraft Mortgage and Security Agreement
 E-1




---



##### 



Mortgage Collateral
 a.
    
    each Pool Aircraft, including the Airframe and Engines with respect to such Pool
Aircraft as the same is now and will hereafter be constituted, and in the case of such
Engines, whether or not any such Engine shall be installed in or attached to the Airframe
or any other airframeb.
    
    all Parts of whatever nature, which are from time to time relating to any Airframe or
Engine, including all substitutions, renewals and replacements of and additions,
improvements, accessions and accumulations to any Airframe or Engine (other than additions,
improvements accessions and accumulations which constitute appliances, parts, instruments,
appurtenances, accessories, furnishings or other equipment excluded from the definition of
Parts);c.
    
    all of the Grantors right, title and interest in the technical data, manuals and log
books, and all inspection, modification and overhaul records and other service, repair,
maintenance, technical records in respect of a Pool Aircraft that are Owned by a Grantor
and required pursuant to applicable law to be maintained with respect to such Pool
Aircraft, and such term shall include all additions, renewals, revisions and replacements
of any such materials from time to time made, or required to be made, pursuant to
applicable law, and in each case in whatever form and whatever means or medium (including,
without limitation, microfiche, microfilm, paper or computer disk) such materials may be
maintained or retained by the relevant lessee of the Pool Aircraft (collectively, the
Aircraft Documents);d.
    
    any money or non-money proceeds of an Airframe or Engine arising from the total or
partial loss or destruction of such Airframe or its Engine or its total or partial
confiscation, condemnation or requisition up to the amount of hull insurance in respect of
such Pool Aircraft required to be carried hereunder;e.
    
    each Assigned Lease, including without limitation: (i) all rights of such Grantor to
receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all
rights of such Grantor to receive proceeds of any insurance, indemnity, warranty or
guaranty with respect to such Assigned Leases up to the amount of hull insurance in respect
of such Pool Aircraft required to be carried under the Aircraft Mortgage, (iii) claims of
such Grantor for damages arising out of or for breach or default under such Assigned
Leases, (iv) all rights under any such Assigned Lease with respect to any subleases of the
Pool Aircraft subject to such Assigned Lease and (v) the right of such Grantor to terminate
such Assigned Leases and to compel performance of, and otherwise to exercise all remedies
under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at
law or in equity; andf.
    
    all proceeds, howsoever arising, of the foregoing.
  Aircraft Mortgage and Security Agreement
 E-2




---



##### 



Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
  
 Aircraft Mortgage and Security Agreement
 E-3




---



##### 



Collateral Agent
  Cape Town Convention
  Execution in Counterparts
  Aircraft Mortgage and Security Agreement
 E-4




---



##### 



GRANTOR:
    [_____]By:Name:Title:COLLATERAL AGENT:
    CITIBANK, N.A., not in its individual capacity but
solely as Collateral AgentBy:Name:Title: Aircraft Mortgage and Security Agreement
 E-5




---



##### 



DEFINITIONS
                  Aircraft Mortgage and Security Agreement
 E-6




---



##### 



Aircraft Mortgage and Security Agreement
 E-7




---



##### 



MORTGAGE COLLATERAL
 1
 2 3
  
 1
    
    Described on the International Registry drop down menu as [__].2
    
    Described on the International Registry drop down menu as [__].3
    
    Described on the International Registry drop down menu as [__]. Aircraft Mortgage and Security Agreement
 E-8




---



##### 



FAA LEASE SECURITY ASSIGNMENT (MSN [_____])
 Assignment Grantor Collateral Agent Aircraft Mortgage Parent
Holdco Borrower Irish Subsidiary Holdco CA Subsidiary Holdco
 W I T N E S S E T H:
 Credit
Agreement
  Assigned Leases
   Aircraft Mortgage and Security Agreement
 F-1




---



##### 



3.
    
    MISCELLANEOUS
 Successors and Assigns
 Severability
 Governing Law
 Further Assurances
 Notices
 Aircraft Mortgage and Security Agreement
 F-2




---



##### 



3.6
    
    Collateral Agent.The Collateral Agent shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.3.7
    
    Cape Town Convention.The parties hereto agree that for the purposes of the Cape Town Convention, each Airframe and
Engine are aircraft objects (as defined in the Protocol) and this Assignment constitutes, with
respect to a Lease that constitutes an International Interest, an assignment of such International
Interest and associated rights associated with each Airframe and Engine as regards the Assigned
Lease.3.8 Execution in Counterparts. This Assignment may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures were
upon the same instrument.
  Aircraft Mortgage and Security Agreement
 F-3




---



##### 



IN WITNESS WHEREOF
 GRANTOR:
[_____]By:Name:Title:COLLATERAL AGENT:
CITIBANK, N.A., not in its individual capacity but solely 
as
Collateral AgentBy:Name:Title: Aircraft Mortgage and Security Agreement
 F-4




---



##### 



DEFINITIONS
                  Aircraft Mortgage and Security Agreement
 F-5




---



##### 



Schedule 1
 1
 2 3
  
 1
    
    Described on the International Registry drop down menu as [__].2
    
    Described on the International Registry drop down menu as [__].3
    
    Described on the International Registry drop down menu as [__]. Aircraft Mortgage and Security Agreement
 F-6




---



##### 



Lessor
 Lessee
   Lease
  Collateral Agent Security Assignment
  Relevant Notice
 Aircraft Mortgage and Security Agreement
 G-1




---



##### 



By:Name:Title: Aircraft Mortgage and Security Agreement
 G-2




---



##### 



EXHIBIT C
 FORM OF ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption 1 Assignor 2 Assignee 3 4 Credit Agreement
 Assigned Interest
 
 1
    
    For bracketed language here and elsewhere in
this form relating to the Assignor(s), if the assignment is from a single
Assignor, choose the first bracketed language. If the assignment is from
multiple Assignors, choose the second bracketed language.2
    
    For bracketed language here and elsewhere in
this form relating to the Assignee(s), if the assignment is to a single
Assignee, choose the first bracketed language. If the assignment is to
multiple Assignees, choose the second bracketed language.3
    
    Select as appropriate.4
    
    Include bracketed language if there are
either multiple Assignors or multiple Assignees. Term Loan Credit Agreement
 C-1




---



##### 



1.
    
    Assignor[s]:2.
    
    Assignee[s]:[for each Assignee, indicate [Affiliate] of [identify Lender]]
 3.
    
    Borrower:4.
    
    Administrative Agent:
    
    Citibank, N.A., as the administrative
agent under the Credit Agreement5.
    
    Credit Agreement:
    
    The Term Loan Credit Agreement dated as
of March 30, 2011, among Temescal
Aircraft Inc., as Borrower,
International Lease Finance
Corporation, Park Topanga Aircraft
Inc., as an Obligor, Charmlee Aircraft
Inc., as a Guarantor, Ballysky Aircraft
Ireland Limited, as an Obligor, the
Lenders from time to time party
thereto, Citibank, N.A, as
Administrative Agent, Citibank, N.A, as
Collateral Agent, Citigroup Global
Markets Inc. and Credit Suisse
Securities (USA) LLC as joint lead
structuring agents and joint lead
placement agents, and BNP Paribas as
joint placement agent.6. Assigned Interest[s]:
 Aggregate
    
    
    
    PercentageAmount of
    
    Amount of
    
    Assigned ofCommitment/Loans
    
    Commitment/Loans
    
    Commitment/Assignor[s]5
    
    Assignee[s]6
    
    for all Lenders7
    
    Assigned
    
    Loans8$
    
    $
    
    %$
    
    $
    
    %$
    
    $
    
    %
 [7. Trade Date: __________________]9
 
 5
    
    List each Assignor, as appropriate.6
    
    List each Assignee, as appropriate.7
    
    Amounts in this column and in the column
immediately to the right to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.8
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder. Term Loan Credit Agreement
 C-2




---



##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: [Consented to and]10 Accepted:
CITIBANK, N.A., as
Administrative AgentByTitle:[Consented to:]11
TEMESCAL AIRCRAFT INC.ByTitle: 
  9
    
    To be completed if the Assignor
and the Assignee intend that the minimum assignment amount is to be determined
as of the Trade Date.10
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.11
    
    To be added only if the consent of the
Borrower is required by the terms of the Credit Agreement. Term Loan Credit Agreement
 C-3




---



##### 



Representations and Warranties
 Assignor
 Assignee
 Term Loan Credit Agreement
 C-4




---



##### 



Payments
 General Provisions
 Term Loan Credit Agreement
 C-5




---



##### 



EXHIBIT D-1A
 FORM OF OPINION OF CLIFFORD CHANCE US LLP
 [SEE ATTACHED]
 Term Loan Credit Agreement
 D-1A-1




---



##### 



To the Addressees Listed on Schedule 1
    
    ____________, 2011
 Ladies and Gentlemen:
 Company Credit
Agreement Borrower Parent Holdco CA Subsidiary Holdco Irish Subsidiary Holdco Collateral Agent
    Security Agreement




---



##### 



Account Control Agreement
 Intercreditor Agreement
 Obligor CA Obligor CA Obligors Transaction
Document Security Document Collateral
    - 2 -




---



##### 



NYUCC
   NYUCC
    - 3 -




---



##### 



Financing Statement
  - 4 -




---



##### 



Pledged Financial Assets
 Generally Applicable Law
 - 5 -




---



##### 



- 6 -




---



##### 



forum non conveniens
       - 7 -




---



##### 



et seq Bankruptcy Code
      - 8 -




---



##### 



- 9 -




---



##### 



- 10 -




---



##### 



Schedule 1




---



##### 



Schedule 2

UCC Financing Statements




---



##### 



EXHIBIT D-1B
 FORM OF OPINION OF IN-HOUSE COUNSEL TO THE OBLIGORS
 [SEE ATTACHED]
 Term Loan Credit Agreement
 D-1B-1




---



##### 



, 2011
 Schedule I
  ILFC Credit Agreement Borrower Parent Holdco CA Subsidiary Holdco Irish Subsidiary
Holdco Lenders Citibank Administrative Agent Collateral Agent Citigroup Joint Lead Agents Joint Placement Agent
    Security Agreement
 Share Charge
 - 1 -




---



##### 



Account Control
Agreement
 Intercreditor
Agreement
     CA Obligor CA Obligors Transaction
Document Transaction Documents
     - 2 -




---



##### 



Applicable Laws Applicable Contracts Schedule II Governmental Approval Governmental Authority
   - 3 -




---



##### 



- 4 -




---



##### 



Addressees
 Very truly yours,
 - 5 -




---



##### 



Schedule I




---



##### 



Schedule II




---



##### 








---



##### 



EXHIBIT D-1C
 FORM OF OPINION OF A&L GOODBODY
 [SEE ATTACHED]
 Term Loan Credit Agreement
 D-1C-1




---



##### 



CLOSING OPINION
 
 Addressees
  ILFC Credit
Agreement Borrower Company Collateral Agent Transaction
 1.
    
    We have examined copies of
 1.1.
    
    the Credit Agreement;1.2.
    
    the Security Agreement dated as of March 30 2011 among the Borrower, Park
Topanga Aircraft Inc. Charmlee Aircraft Inc., the Company and the additional grantors
referred to therein as grantors and the Collateral Agent as collateral agent (as
amended, supplemented or otherwise modified from time to time prior to the date
hereof, the Security Agreement);1.3.
    
    the Intercreditor Agreement dated as of March 30 2011 among the Borrower,
ILFC, Park Topanga Aircraft Inc., Charmlee Aircraft Inc., the Company and the
Collateral Agent (the Intercreditor Agreementand, together with the Credit Agreement
and the Security Agreement, the New York Law Agreements); and1.4.
    
    the Share Charge dated as of March 30 2011 between the Borrower as chargor
and the Collateral Agent as chargee in respect of shares in the Company (the Share
Chargeand, together with the New York Law Agreement, the Agreements);1.5.
    
    a corporate certificate of the Company dated 30 March 2011 (the Certificate)
attaching:
 1.5.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of the Company;1.5.2.
    
    list of directors and secretary of the Company;1.5.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
the Company dated 28 March 2011;
 Dublin
    
    Belfast
    
    London
    
    Boston
    
    New YorkS.C. Hamilton
    
    C.E. Gill
    
    V.J. Power
    
    P.V. Maher
    
    E. MacNeill
    
    N. OSullivan
    
    S.OCroinin
    
    J.B. Somerville
    
    C. Widger
    
    J. Cahir
    
    A. J. JohnstonR.B. Buckley
    
    E.M. Fitzgerald
    
    L.A. Kennedy
    
    S. ORiordan
    
    K.P. Allen
    
    M.J. Ward
    
    J.W. Yarr
    
    M.F. Barr
    
    M. Dale
    
    M. Traynor
    
    M. RasdaleP.M. Law
    
    B.M. Cotter
    
    S.M. Doggett
    
    M.P.McKenna
    
    E.A. Roberts
    
    A.C. Burke
    
    D.R. Baxter
    
    M.L. Stack
    
    N. Coyne
    
    P.M. MurrayP.J. Carroll
    
    J.G. Grennan
    
    B.McDermott
    
    K.A. Feeney
    
    C. Rogers
    
    J. Given
    
    A.McCarthy
    
    B.Walsh
    
    C. McCourt
    
    N. RyanJ.H. Hickson
    
    J.Coman
    
    C. Duffy
    
    M.Sherlock
    
    G. OToole
    
    D. Widger
    
    J.F. Whelan
    
    A.M.Curran
    
    R.M. Moore
    
    K. FurlongM.F. OGorman
    
    P.D. White
    
    E.M. Brady
    
    E.P. Conlon
    
    J.N. Kelly
    
    C. Christle
    
    D.R. Conlon
    
    A. Roberts
    
    D. Main
    
    P.T. Fahy
 s:
 1.5.4.
    
    a copy of the power of attorney of the Company dated 28 March 2011; and
 1




---



##### 



1.5.5.
    
    a copy of the specimen signatures;
 and such other documents as we have considered necessary or desirable to examine in order
that we may give this opinion.Terms defined in the Credit Agreement have the same meaning in this opinion letter.
 2.
    
    For the purpose of giving this opinion we have assumed:
 2.1.
    
    the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;2.2.
    
    that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings and/or the
subject-matter which they purport to record and that any meetings referred to in such
copies were duly convened and held and that all resolutions set out in such minutes
were duly passed and are in full force and effect;2.3.
    
    the genuineness of the signatures and seals on all original and copy
documents which we have examined;2.4.
    
    that the memorandum and articles of association of the Company attached to
the Certificate are correct and up to date;2.5.
    
    the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Company contained in the Certificate and the
accuracy of all certificates provided to us by the Company;2.6.
    
    that there are no agreements or arrangements in existence which in any way
amend or vary the terms of the Transaction as disclosed by the Share Charge;2.7.
    
    without having made any investigation that the terms of the New York Law
Agreements are lawful and fully enforceable under the laws of the State of New York
and any other applicable laws other than the laws of Ireland and that the Security
Agreement creates valid and enforceable security interests in accordance with its
terms under the laws of the State of New York;2.8.
    
    without having made any investigation, that the Borrower is the legal and
beneficial owner free from encumbrances of all right, title and interest in and to the
Charged Property (as defined in the Share Charge) and that it has delivered, or will
deliver, to the Collateral Agent each of the documents listed in Clause 3.2 of the
Share Charge;2.9.
    
    the accuracy and completeness of all information appearing on public records;
and2.10.
    
    that the Company has entered into the Transaction in good faith, for its
legitimate business purposes, for good consideration, and that it derives commercial
benefit from the Transaction commensurate with the risks undertaken by it in the
Transactions.
 3.
    
    We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification and
to the other qualifications set out herein, we are of the opinion that:
 2




---



##### 



3.1.
    
    the Company is a company duly incorporated under the laws of Ireland and is a
separate legal entity, subject to suit in its own name. Based only on searches
carried out in the Irish Companies Registration Office and the Central Office of the
High Court on the date hereof, the Company is validly existing under the laws of
Ireland and no steps have been taken or are being taken to appoint a receiver,
examiner or liquidator over it or to wind it up;3.2.
    
    the Company has the necessary power and authority, and all necessary
corporate and other action has been taken, to enable it to execute, deliver and
perform the obligations undertaken by it under the Agreements to which it is a party,
and the implementation by the Company of the foregoing will not cause:
 3.2.1.
    
    any limit on it or on its directors (whether imposed by the documents
constituting the Company or by statute or regulation) to be exceeded; or3.2.2.
    
    any law or order to be contravened;
 3.3.
    
    each of the Agreements to which it is a party has been duly executed on
behalf of the Company;3.4.
    
    the obligations on the part of the Borrower under the Share Charge are valid
and legally binding on and are in a form capable of enforcement against the Borrower
under the laws of Ireland in the courts of Ireland, in accordance with their terms;3.5.
    
    no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;3.6.
    
    under the laws of Ireland in force at the date hereof, the claims of the
Collateral Agent against the Company under the Agreements will rank at least pari
passu with the claims of all other unsecured creditors, except claims which rank at
law as preferential claims in a winding up, examinership or receivership;3.7.
    
    it is not necessary or advisable under the laws of Ireland in order to ensure
the legality, validity, enforceability or priority of the obligations or rights of any
party to the Agreements, or the perfection or priority of any security interest
created under the Agreements, that the Agreements be filed, registered, recorded, or
notarised in any public office or elsewhere or that any other instrument relating
thereto be signed, delivered, filed, registered or recorded other than the requirement
to file particulars of the charges created pursuant to the Security Agreement and the
Share Charge with the Irish Registrar of Companies within 21 days of their execution
(in this regard, we have been instructed to, and will, make the requisite filings);3.8.
    
    the Company is not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;3.9.
    
    in any proceedings taken in Ireland for the enforcement of the New York Law
Agreements, the choice of the law of the State of New York as the governing law of the
contractual rights and obligations of the parties under the New York Law Agreements
would be upheld by the Irish Courts in accordance with and subject to the provisions
of the Rome I Regulation EC No 593/2008 on the Law Applicable to
 3




---



##### 



Contractual
Obligations;3.10.
    
    in any proceedings taken in Ireland for the enforcement of a judgment
obtained against the Company in the courts of New York (a Foreign Judgment) the
Foreign Judgment should be recognised and enforced by the courts of Ireland save that
to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order
of the Irish courts. Such order should be granted on proper proof of the Foreign
Judgment without any re-trial or examination of the merits of the case subject to the
following qualifications:
 3.10.1.
    
    that the foreign court had jurisdiction, according to the laws of Ireland;3.10.2.
    
    that the Foreign Judgment was not obtained by fraud;3.10.3.
    
    that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;3.10.4.
    
    that the Foreign Judgment is final and conclusive;3.10.5.
    
    that the Foreign Judgment is for a definite sum of money; and3.10.6.
    
    that the procedural rules of the court giving the Foreign Judgment have
been observed.
 Any such order of the Irish courts may be expressed in a currency other than euro
in respect of the amount due and payable by the Company but such order may be
issued out of the Central Office of the Irish High Court expressed in euro by
reference to the official rate of exchange prevailing on the date of issue of such
order. However, in the event of a winding up of the Company, amounts claimed by or
against the Company in a currency other than the euro (the Foreign Currency) would,
to the extent properly payable in the winding up, be paid if not in the Foreign
Currency in the euro equivalent of the amount due in the Foreign Currency converted
at the rate of exchange pertaining on the date of the commencement of such winding
up;
 3.11.
    
    it is not necessary under the laws of Ireland (a) in order to enable the
Collateral Agent to enforce its rights under the Agreements or (b) by reason of the
execution of the Agreements, that the Collateral Agent should be licensed, qualified
or otherwise entitled to carry on business in Ireland;3.12.
    
    the Agreements will not be liable to any ad valorem tax or duty,
registration tax, stamp duty or any similar tax or duty imposed by a competent
authority of or within Ireland;3.13.
    
    by reason only of the execution, delivery and performance of the Agreements
by the Collateral Agent, it shall not be deemed to be resident, domiciled or carrying
on a trade or business in Ireland;3.14.
    
    there is no applicable usury or interest limitation law in Ireland which
would restrict the recovery of payments in accordance with the Agreements; and3.15.
    
    the Irish Courts will generally recognise the security interests created by
the
 4




---



##### 



Company pursuant to the Security Agreement in accordance with its terms, provided
that such interests or their enforcement are not illegal or contrary to public policy
as a matter of Irish law, that all Irish law formalities with regard to security
interests and their enforcement have been complied with and that the party creating
the security has absolute title, free from encumbrances and other third party rights,
to such assets.
 4.
    
    The opinions set forth in this opinion letter are given subject to the following
qualifications
 4.1.
    
    an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an
adequate remedy;4.2.
    
    this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference
of creditors and other Irish law generally affecting the rights of creditors;4.3.
    
    this opinion is subject to the general laws relating to the limitation of
actions in Ireland;4.4.
    
    a determination, description, calculation, opinion or certificate of any
person as to any matter provided for in the Share Charge might be held by the Irish
courts not to be final, conclusive or binding if it could be shown to have an
unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;4.5.
    
    additional interest imposed by any clause of the Share Charge might be held
to constitute a penalty and the provisions of that clause imposing additional interest
would thus be held to be void. The fact that such provisions are held to be void would
not in itself prejudice the legality and enforceability of any other provisions of the
Share Charge but could restrict the amount recoverable by way of interest under the
Share Charge;4.6.
    
    claims may be or become subject to defences of set-off or counter-claim;4.7.
    
    an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with Council Regulation 2001/44/EC on Jurisdiction and the Enforcement of Judgments;4.8.
    
    there is some possibility that depending on the actual course of dealing
between the parties to the Share Charge, the fixed charges contained in the Share
Charge may not be construed as fixed charges but as floating charges and so become
subject to prior claims of certain statutory preferential creditors;4.9.
    
    the enforceability of severance clauses is at the discretion of the court and
may not be enforceable in all circumstances;4.10.
    
    a waiver of all defences to any proceedings may not be enforceable;4.11.
    
    provisions in the Share Charge providing for indemnification resulting from
loss suffered on conversion of the amount of a claim made in a foreign currency into
euro in a liquidation may not be enforceable;
 5




---



##### 



4.12.
    
    we express no opinion as to the priority of any of the security created by
the
Share Charge or whether the property or assets comprised in such security is owned
by relevant chargor thereunder, or whether such property or assets is or are now or
may become subject to any equities or subject to any rights or interests of any
other
person ranking in priority to or free of such security or whether they could be
transferred to any other person free of any such security;4.13.
    
    in the event of the Borrower seeking to dispose of the shares which are the
subject of the security created pursuant to the Share Charge, an application for a
clearance from the Competition Authority pursuant to the Competition Acts 2002 and
2006 may have to be made;4.14.
    
    we express no opinion on any taxation matters other than as expressly set
out in paragraph 3.12 or on the contractual terms of the relevant documents other than
by reference to the legal character thereof.
 This opinion is addressed only to the Addressees and may be relied upon only by each such Addressee
for its sole benefit in connection with the Transaction and may not be relied on by any assignees
of any such persons or any other person.
 Yours faithfully,
 6




---



##### 



SCHEDULE
 The Addressees
 
 th
 st
 th
 
  7




---



##### 



EXHIBIT E-1A
 FORM OF OPINION OF WHITE & CASE LLP,
COUNSEL TO THE RELEVANT ADVANCE PARTIES
 [SEE ATTACHED]
 Term Loan Credit Agreement
 E-1A-1




---



##### 



Re:
    
    One [] Aircraft bearing manufacturers serial number [] and [Two]
[] Engines bearing manufacturers serial numbers [] and [],
respectively (the Aircraft)
 Ladies and Gentlemen:
 Company Credit
Agreement  Borrower Parent Holdco CA Subsidiary
Holdco Irish Subsidiary Holdco Collateral Agent
   Aircraft Owner Grantor Supplement[s]




---



##### 



Collateral Supplement[s]
 Obligor
Assumption Agreement
  Security Agreement
 CA Subject Obligor  Irish Subject Obligor  Trust Subject Obligor Subject Obligor Obligor CA Obligor Opinion Document Transaction Documents Collateral
  - 2 -




---



##### 



Priority Search Certificates
 NYUCC 1
 
 1
    
    Include if Irish Subsidiary Holdco executes a Collateral Supplement or if there is an Irish Subject Obligor. - 3 -




---



##### 



Lessee  Lease 2
   
 2
    
    Include if there is a registration on the International Registry in respect of the Lease. - 4 -




---



##### 



Article 9 Collateral
 Financing Statement 3 4
   
 3
    
    Opinions as to the perfection of security interests in Collateral granted by Trust Subject Obligors will be provided by counsel to the Trustee, not W&C .4
    
    Repeat as needed for DC or New York filings. - 5 -




---



##### 



Subject Pledged Equity Subject Pledged
Debt
  5
 6 7
 8
 
 5
    
    Include if there is a registration in the International Registry in respect of the Lease,6
    
    Include if there is a registration in the International Registry in respect of the Lease.7
    
    Include Opinions 9, 10 and 11 only if Aircraft Owner is organized under the laws of the United States or a state thereof.8
    
    Include this opinion only if the Aircraft Owners organized under the laws of Ireland or elsewhere outside the United States. - 6 -




---



##### 



Generally Applicable Law
   - 7 -




---



##### 



9
      
 9
    
    Include only if Aircraft Owner is organized under the laws of the United States or a state thereof. - 8 -




---



##### 



.
   - 9 -




---



##### 



et seq Bankruptcy Code
      - 10 -




---



##### 



UCC e.g.
  - 11 -




---



##### 



- 12 -




---



##### 



Schedule 1




---



##### 



Schedule 2
 UCC Financing Statements




---



##### 



[Exhibit I]
 Priority Search Certificates




---



##### 



EXHIBIT E-1B
 FORM OF OPINION OF IN-HOUSE COUNSEL
TO THE RELEVANT ADVANCE PARTIES
 [SEE ATTACHED]
 Term Loan Credit Agreement
 E-1B-1




---



##### 



Schedule I
  ILFC Credit Agreement Borrower Parent Holdco CA Subsidiary Holdco Irish Subsidiary
Holdco Lenders Citibank Administrative Agent Collateral Agent Citigroup Joint Lead Agents Joint Placement Agent
   Obligor
Agreement New CA Obligor
 Collateral
Supplement
 Grantor
Supplement
 - 1 -




---



##### 



FAA Mortgage
 Share Charge
 Trust
Agreement
     CA Obligor CA Obligors Transaction Document Transaction
Documents
   - 2 -




---



##### 



Applicable Laws Applicable Contracts Schedule II Governmental Approval Governmental Authority
   - 3 -




---



##### 



- 4 -




---



##### 



Addressees
 Very truly yours, - 5 -




---



##### 



Schedule I




---



##### 



Schedule II
  [TO BE PROVIDED]




---



##### 



EXHIBIT E-1C
 FORM OF OPINION OF A&L GOODBODY,
COUNSEL TO THE RELEVANT ADVANCE PARTIES
 [SEE ATTACHED]
 Term Loan Credit Agreement
 E-1C-1




---



##### 



ADVANCE OPINION
 
 Addressees
 International Lease Finance Corporation
ILFC-Citi/CS Facility -Term Loan Credit Agreement
  ILFC Credit
Agreement Borrower Parent Holdco CA Subsidiary Holdco Irish Subsidiary Holdco Collateral Agent Transaction
 1.
    
    We have examined copies of
 1.1.
    
    the agreements listed in Schedule 2 hereto (together the Agreements);1.2.
    
    a contracting state search certificate (the Contracting State Certificate)
issued on ______ in respect of Ireland describing the declarations made by Ireland
which is attached to this opinion as Exhibit I;1.3.
    
    priority search certificates (the Priority Search Certificates) issued on
____ covering registrations describing the airframe and engines of each of the
aircraft more particularly described in Schedule 3 (the Pool Aircraft) which includes
the registration of international interests in the airframe and engines of each of the
Pool Aircraft on the International Registry and attached to this opinion as Exhibit
II;1.4.
    
    a corporate certificate of [_____] (the New Irish Company) dated ____ (the
New Irish Company Certificate) attaching:1
 1.4.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of the New Irish Company;1.4.2.
    
    list of directors and secretary of the New Irish Company;1.4.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
 
 1
    
    Include for each Irish entity that is
becoming a Borrower Party as of the relevant Advance Date.  S.C. Hamilton
    
    C.E. Gill
    
    V.J. Power
    
    P.V. Maher
    
    E. MacNeill
    
    N. OSullivan
    
    S.OCroinin
    
    J.B. Somerville
    
    C. Widger
    
    J. Cahir
    
    A.J. JohnstonR.B. Buckley
    
    E.M. Fitzgerald
    
    L.A. Kennedy
    
    S. ORiordan
    
    K.P. Allen
    
    M.J. Ward
    
    J.W. Yarr
    
    M.F. Barr
    
    M. Dale
    
    M. Traynor
    
    M. RasdaleP.M. Law
    
    B.M. Cotter
    
    S.M. Doggett
    
    M.P.McKenna
    
    E.A. Roberts
    
    A.C. Burke
    
    D.R. Baxter
    
    M.L. Stack
    
    N. Coyne
    
    P.M. MurrayP.J. Carroll
    
    J.G. Grennan
    
    B.McDermott
    
    K.A. Feeney
    
    C. Rogers
    
    J. Given
    
    A.McCarthy
    
    B.Walsh
    
    C. McCourt
    
    N. RyanJ.H. Hickson
    
    J.Coman
    
    C. Duffy
    
    M.Sherlock
    
    G. OToole
    
    D. Widger
    
    J.F. Whelan
    
    A.M.Curran
    
    R.M. Moore
    
    K. FurlongM.F. OGorman
    
    P.D. White
    
    E.M. Brady
    
    E.P. Conlon
    
    J.N. Kelly
    
    C. Christle
    
    D.R. Conlon
    
    A. Roberts
    
    D. Main
    
    P.T. Fahy
 s:




---



##### 



the New Irish Company on ___________;1.4.4.
    
    a copy of the power of attorney of the New Irish Company dated _____; and1.4.5.
    
    a copy of the specimen signatures;
 1.5.
    
    a corporate certificate of [_____] (the Existing Irish Company) dated ____
(the Existing Irish Company Certificate) attaching:2
 1.5.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of the Existing Irish Company;1.5.2.
    
    list of directors and secretary of the Existing Irish Company;1.5.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
the Existing Irish Company on _____;1.5.4.
    
    a copy of the power of attorney of the Existing Irish Company dated _____;
and1.5.5.
    
    a copy of the specimen signatures;
 and such other documents as we have considered necessary or desirable to examine in order
that we may give this opinion.Terms defined in the Credit Agreement have the same meaning in this opinion letter. The
Irish Subsidiary HoldCo, the New Irish Company and the Existing Irish Company are together
herein referred to as the Companiesand each a Company. The New Irish Company Certificate
and the Existing Irish Company Certificate are together referred to herein as the
Certificates. The Agreements listed at 4-7 of Schedule 2 are together referred to herein as
the Relevant Agreements. The Security Agreement, [list each Grantor Supplement and each
Equity Document] are together referred to herein as the Security Documents. The Credit
Agreement, the Intercreditor Agreement, the Obligor Assumption Agreement, the Security
Agreement, the Collateral Supplement and the Grantor Supplement are together referred to
herein as the New York Law Agreements.The Security Agreement as amended and supplemented by the [Grantor Supplements and
Collateral Supplements], insofar as it relates to the Pool Aircraft, is referred to
herein as the Cape Town Agreement. 3For the purpose of this opinion, the following terms shall have the following
definitions. The Conventionmeans the Convention on International Interests in Mobile
Equipment signed in Cape Town on 16 November 2001 and the Protocol to the Convention on
Matters Specific to Aircraft Equipment (Aviation Protocol) adopted by the Secretariats of
International Civil Aviation Organisation (ICAO) and the International Institute for the
Unification of Private Law
(UNIDROIT), and adopted pursuant to Resolution No. 1 of the Final Act of the Diplomatic
 
 2
    
    Include for any Irish entity that is
already a Borrower Party that is delivering a Collateral Supplement relating to
the relevant Advance Date  define collectively with each new Irish entity as
the Companies.3
    
    Include Cape Town language in opinion
only if an Aircraft Owned by an Irish entity is becoming a Pool Aircraft as of
the relevant Advance Date. 2




---



##### 



Conference to adopt the Convention and the Aviation Protocol under the auspices of ICAO and
UNIDROIT at Cape Town from 29 October to 16 November 2001. The Convention and the Aviation
Protocol are read and interpreted together as a single document as required by Article 6(1)
of the Convention and reference to the Convention in this opinion includes the Aviation
Protocol. In this opinion, references are made to the Articles of the Consolidated Text
which is a combination of the Convention and the Aviation Protocol authorised and created
pursuant to Resolution No. 1 of the Diplomatic Conference to Adopt a Mobile Equipment
Convention and an Aircraft Protocol. References to Irish law include the Convention as
enacted into Irish law by the International Interests in Mobile Equipment (Cape Town
Convention) Act, 2005.
 Terms used in this opinion in respect of the Convention (whether or not capitalised) and
not otherwise defined in this opinion shall have the meanings given to such terms in the
Consolidated Text or the Regulations issued by the Supervisory Authority for the
International Registry pursuant to Article 27 of the Consolidated Text (the Regulations).2.
    
    For the purpose of giving this opinion we have assumed:
 2.1.
    
    the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;2.2.
    
    that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings and/or the
subject-matter which they purport to record and that any meetings referred to in such
copies were duly convened and held and that all resolutions set out in such minutes
were duly passed and are in full force and effect;2.3.
    
    the genuineness of the signatures and seals on all original and copy
documents which we have examined;2.4.
    
    that the memorandum and articles of association of the Companies attached to
the Certificates are correct and up to date;2.5.
    
    the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Companies contained in the Certificates and the
accuracy of all certificates provided to us by the Companies;2.6.
    
    that there are no agreements or arrangements in existence which in any way
amend or vary the terms of the Transaction as disclosed by the Agreements;2.7.
    
    without having made any investigation that the terms of the New York Law
Agreements are lawful and fully enforceable under the laws of the State of New York
and any other applicable laws other than the laws of Ireland and that the Security
Documents that are New York Law Agreements (as defined in Schedule 2 hereto) creates
valid and enforceable security interests in accordance with its terms under the laws
of the State of New York;2.8.
    
    without having made any investigation, that [___] is the beneficial owner
free from encumbrances of all right, title and interest in and to the Charged Property
(as defined in the Equity Document) and that it has delivered, or will deliver, to the
Collateral Agent each of the documents listed in Clause [3.2] of the Equity
 3




---



##### 



Document;42.9.
    
    the accuracy and completeness of all information appearing on public records;
 2.10.
    
    that each of the Companies has entered into the Transaction in good faith,
for its legitimate business purposes, for good consideration, and that it derives
commercial benefit from the Transaction commensurate with the risks undertaken by it
in the Transactions; and2.11.
    
    in relation to the Cape Town Agreement:
 2.11.1.
    
    that the minimum technical requirements stipulated in the definition of
airframes and/or aircraft engines in the Convention and the Regulations
have been fulfilled;2.11.2.
    
    that the airframe and engines of the Pool Aircraft are correctly identified
and described by the manufacturers serial number, name of manufacturer and
the manufacturers model designation;2.11.3.
    
    that as a matter of the laws of the State of New York, the Cape Town
Agreement is a security agreement and constitutes an international interest
in respect of the Pool Aircraft [and an assignment of international interest
and associated rights in respect of the Cape Town Lease in respect of the Pool
Aircraft]in each case within the meaning of the Convention;2.11.4.
    
    [that, at the time of execution of the Cape Town Agreement, the New Irish
Company was situated in Ireland within the meaning of the Convention. In
this regard we note that the New Irish Company is incorporated in Ireland];2.11.5.
    
    [that, at the time of execution of the Cape Town Lease, the Lessee was
situated in a Contracting State with the meaning of the Convention];2.11.6.
    
    that the New Irish Company has power to dispose of the Pool Aircraft
within the meaning of Convention;2.11.7.
    
    no other agreements have been entered into including, without limitation, a
subordination agreement, which would constitute international interests or
determine the priority of interest of any of the parties;2.11.8.
    
    that the Contracting State Certificate description of declarations made by
Ireland and the date on which each such declaration is recorded is accurate in
all respects.
 3.
    
    We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification
and to the other qualifications set out herein, we are of the opinion that:
 
 4
    
    Include language relating to Equity
Document (or any other specific Agreement) only if being delivered with respect
to the relevant Advance Date. Also, make changes as necessary if the Equity
Document is governed by laws other than Irish laws (e.g. if the Prior Irish
Company is delivering a French law share pledge).] 4




---



##### 



3.1.
    
    each of the Companies is a company duly incorporated under the laws of
Ireland and is a separate legal entity, subject to suit in its own name. Based only
on searches carried out in the Irish Companies Registration Office and the Central
Office of the High Court on the date of this Opinion, each of the Companies is validly
existing under the laws of Ireland and no steps have been taken or are being taken to
appoint a receiver, examiner or liquidator over it or to wind it up;
 3.2.
    
    each of the Companies has the necessary power and authority, and all
necessary corporate and other action has been taken, to enable it to execute, deliver
and perform the obligations undertaken by it under the Relevant Agreements to which it
is a party, and the implementation by the Companies of the foregoing will not cause:
 3.2.1.
    
    any limit on it or on its directors (whether imposed by the documents
constituting the Companies or by statute or regulation) to be exceeded; or3.2.2.
    
    any law or order to be contravened;
 3.3.
    
    each of the Relevant Agreements to which a Company is a party has been duly
executed on behalf of that Company;3.4.
    
    the obligations of [name equityholder] under the Equity Document are valid
and legally binding on and are in a form capable of enforcement against [name
equityholder] under the laws of Ireland, in the Courts of Ireland in accordance with
its terms;3.5.
    
    no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;3.6.
    
    under the laws of Ireland in force at the date hereof, the claims of the
Collateral Agent against the [[name equityholder] under the Equity Document and
the]5 Companies under the Relevant Agreements will rank at least
pari passu with the claims of all other unsecured creditors, except claims which rank
at law as preferential claims in a winding up, examinership or receivership;3.7.
    
    it is not necessary or advisable under the laws of Ireland in order to ensure
the legality, validity, enforceability or priority of the obligations or rights of any
party to the Relevant Agreements, or the perfection or priority of any security
interest created under any Relevant Agreements, that any of them be filed, registered,
recorded, or notarised in any public office or elsewhere or that any other instrument
relating thereto be signed, delivered, filed, registered or recorded other than:
 3.7.1.
    
    the requirement to file particulars of the charges created pursuant to the
Security Documents with the Irish Registrar of Companies within 21 days of
their execution (in this regard, we have been instructed to, and will, make
the requisite filings); and3.7.2.
    
    in order to ensure the priority given to a registered interest pursuant to
Article 42 of the Consolidated Text, it is necessary that the international
interests [and assignments of international interests]constituted by the Cape
 
 5
    
    Only include if Chargor is an Irish
company 5




---



##### 



Town Agreement be registered with the International Registry in the order
agreed by the relevant parties;
 3.8.
    
    none of the Companies are entitled to claim any immunity from suit,
execution, attachment or other legal process in Ireland;
 3.9.
    
    in any proceedings taken in Ireland for the enforcement of the New York Law
Agreements, the choice of the law of the State of New York as the governing law of the
contractual rights and obligations of the parties under the New York Law Agreements
would be upheld by the Irish Courts;3.10.
    
    in any proceedings taken in Ireland for the enforcement of a judgment
obtained against the Companies in the courts of New York (a Foreign Judgment) the
Foreign Judgment should be recognised and enforced by the courts of Ireland save that
to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order
of the Irish courts. Such order should be granted on proper proof of the Foreign
Judgment without any re-trial or examination of the merits of the case subject to the
following qualifications:
 3.10.1.
    
    that the foreign court had jurisdiction, according to the laws of Ireland;3.10.2.
    
    that the Foreign Judgment was not obtained by fraud;3.10.3.
    
    that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;3.10.4.
    
    that the Foreign Judgment is final and conclusive;3.10.5.
    
    that the Foreign Judgment is for a definite sum of money; and3.10.6.
    
    that the procedural rules of the court giving the Foreign Judgment have
been observed.
 Any such order of the Irish courts may be expressed in a currency other than euro
in respect of the amount due and payable by the Companies but such order may be
issued out of the Central Office of the Irish High Court expressed in euro by
reference to the official rate of exchange prevailing on the date of issue of such
order. However, in the event of a winding up of the Companies, amounts claimed by
against the Companies in a currency other than the euro (the Foreign Currency)
would, to the extent properly payable in the winding up, be paid if not in the
Foreign Currency in the euro equivalent of the amount due in the Foreign Currency
converted at the rate of exchange pertaining on the date of the commencement of
such winding up;3.11.
    
    it is not necessary under the laws of Ireland (a) in order to enable the
Collateral Agent to enforce its rights under the Agreements or (b) by reason of the
execution of the Agreements, that the Collateral Agent should be licensed, qualified
or otherwise entitled to carry on business in Ireland;3.12.
    
    the Agreements will not be liable to any ad valorem tax or duty,
registration tax, stamp duty or any similar tax or duty imposed by a competent
authority of or within Ireland;
 6




---



##### 



3.13.
    
    by reason only of the execution, delivery and performance of the Agreements
by the Collateral Agent, it shall not be deemed to be resident, domiciled or carrying
on a trade or business in Ireland;3.14.
    
    there is no applicable usury or interest limitation law in Ireland which
would restrict the recovery of payments in accordance with the Agreements;
 3.15.
    
    the Irish Courts will generally recognise the security interests created by
each Company pursuant to the Security Agreement [Grantor Supplement and Collateral
Supplement]in accordance with its terms, provided that such interests or their
enforcement are not illegal or contrary to public policy as a matter of Irish law,
that all Irish law formalities with regard to security interests and their enforcement
have been complied with and that the party creating the security has absolute title,
free from encumbrances and other third party rights, to such assets;3.16.
    
    the International Interests in Mobile Equipment (Cape Town Convention) Act
2005 gave the force of law in Ireland to the Convention and Aviation Protocol;3.17.
    
    the interest granted by the New Irish Company to and held by the Collateral
Agent under the Cape Town Agreement constitutes an international interest [and
assignment]under the Convention. In order to ensure the priority given to a
registered interest pursuant to Article 42 of the Consolidated Text, it is necessary
that the international interests [and assignment of international interests]
constituted by the Cape Town Agreement should be registered in the order agreed by the
relevant parties with the International Registry;3.18.
    
    according to the Contracting State Certificate, Ireland is a Contracting
State and as a Contracting State has made the declarations under the Convention listed
in the Contracting State Certificate;3.19.
    
    based upon the Priority Search Certificates, the international interests
[and assignment of international interests]in respect of the airframe and engines of
each of the Pool Aircraft created by the Cape Town Agreement (collectively, the Cape
Town Interests) have been duly registered on the International Registry and,
accordingly, are effective against third parties in Ireland as a matter of Irish law
subject in each case to the rights and interests described in paragraph 4.20 below;3.20.
    
    each of the Cape Town Interests is entitled to the priorities, protections
and benefits of the Convention subject to the assumptions and qualifications set forth
herein; and3.21.
    
    no further registration in the International Registry of any of the Cape
Town Interests is required under the Convention in order to maintain the effectiveness
and priority thereof.
 4.
    
    The opinions set forth in this opinion letter are given subject to the following
qualifications:
 4.1.
    
    an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an
adequate remedy;4.2.
    
    this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference
of
 7




---



##### 



creditors and other Irish law generally affecting the rights of creditors;4.3.
    
    this opinion is subject to the general laws relating to the limitation of
actions in Ireland;
 4.4.
    
    a determination, description, calculation, opinion or certificate of any
person as to any matter provided for in the Agreements might be held by the Irish
courts not to be final, conclusive or binding if it could be shown to have an
unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;4.5.
    
    additional interest imposed by any clause of any Agreement might be held to
constitute a penalty and the provisions of that clause imposing additional interest
would thus be held to be void. The fact that such provisions are held to be void
would not in itself prejudice the legality and enforceability of any other provisions
of the relevant Agreement but could restrict the amount recoverable by way of interest
under such Agreement;4.6.
    
    claims may be or become subject to defences of set-off or counter-claim;4.7.
    
    pursuant to section 1001 of the Taxes Consolidation Act, 1997, the Collateral
Agent may become liable to make certain payments to the Irish Revenue Commissioners
(the Revenue) by reason of having been granted a fixed charge on book debts of the
Companies pursuant to the Security Agreement. Such liability would be computed by
reference to (i) amounts of income tax deducted by the relevant Company from the wages
of its employees and (ii) amounts of value added tax in each case owing but not paid
by the relevant Company to the Revenue (Relevant Amounts). However, the liability to
pay to the Revenue amounts received by it from the Companies will be limited to
amounts received after the relevant Company shall have been notified in writing by the
Revenue that such Relevant Amounts are due (the Revenue Notice). Further, if the
Revenue have received, within 21 days of execution, prescribed details of the charge
created thereby by the Security Agreement the liability of the Collateral Agent to
discharge the Relevant Amounts will be limited to the Relevant Amounts accruing after
the date of the Revenue Notice;4.8.
    
    under Section 1002 of the Taxes Consolidation Act, 1997, any debt to a person
(including any deposit with a financial institution) may be attached by the Revenue
Commissioners in order to discharge any liabilities of that person in respect of
outstanding tax whether the liabilities are due on its own account or as an agent or
trustee. This right of the Revenue Commissioners (on which there is no case law) may
override the rights of the holders of security (whether fixed or floating) in relation
to the debt in question. Section 1002 could be relevant to the security created by the
Security Agreement;4.9.
    
    an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with Council Regulation 2001/44/EC on Jurisdiction and the Enforcement of Judgments;4.10.
    
    there is some possibility that depending on the actual course of dealing
between the parties to the Security Agreement, the fixed charges contained in the
Security Agreement may not be construed as fixed charges but as floating charges and
so become subject to prior claims of certain statutory preferential creditors;
 8




---



##### 



4.11.
    
    the enforceability of severance clauses is at the discretion of the court
and may not be enforceable in all circumstances;4.12.
    
    a waiver of all defences to any proceedings may not be enforceable;
 4.13.
    
    provisions in any of the Agreements providing for indemnification resulting
from loss suffered on conversion of the amount of a claim made in a foreign currency
into euro in a liquidation may not be enforceable;4.14.
    
    any undertakings contained in any of the Agreements by any of the Companies
in respect of stamp duty may not be held to be binding on the relevant
Company;4.15.
    
    an Irish court may refuse to give effect to undertakings contained in any of the
Agreements that the Companies will pay legal expenses and costs in respect of any
action before the Irish courts;4.16.
    
    we express no opinion as to the priority of any of the security created by
the Security Documents or whether the property or assets comprised in such security is
owned by a the relevant chargor thereunder, or whether such property or assets is or
are now or may become subject to any equities or subject to any rights or interests of
any other person ranking in priority to or free of such security or whether they could
be transferred to any other person free of any such security;4.17.
    
    we express no opinion on any taxation matters other than as expressly set
out in paragraph 3.12 or on the contractual terms of the relevant documents other than
by reference to the legal character thereof;4.18.
    
    in the event of the Collateral Agent seeking to dispose of the shares which
are the subject of the security created pursuant to the Equity Document, an
application for a clearance from the Competition Authority pursuant to the Competition
Acts 2002 and 2006 may have to be made;4.19.
    
    the Convention and Aviation Protocol came into force on 1 March 2006. As
such, practice and procedure with respect to legal opinions on the interpretation or
applicability of the Convention and Aviation Protocol, and the registrations and
searches made pursuant thereto, are still developing. The opinions set forth herein
are based on our interpretation of the Convention and Aviation Protocol as at the date
hereof, without the benefit of any precedent or established custom and practice;4.20.
    
    the Convention provides that the rights and interests of the parties arising
from international interests will only be subject to:
 4.20.1.
    
    the rights and interests of persons evidenced on the Priority Search
Certificates as having a registration in relation to each aircraft object
that exists prior to the international interests constituted under the Cape
Town Agreement. [In this regard, we confirm that the Priority Certificates do
not reveal any existing interests in relation to any aircraft object
comprised in the Pool Aircraft];4.20.2.
    
    the rights and interests of the New Irish Company in each aircraft object
the subject of the Cape Town Agreement pursuant to the Convention and the
quiet enjoyment provisions set out in any of the Leases;
 9




---



##### 



4.20.3.
    
    a pre-existing right or interest which enjoyed, under the applicable law
before the effective date of the Convention, a priority greater than that
international interest;
 4.20.4.
    
    non-consensual rights or interests included in those categories covered by
the declarations made by Ireland under the Convention, that under Irish law
have priority over an interest registered against an aircraft object; and4.20.5.
    
    the right of Ireland, or any State entity, intergovernmental organisation
or other private provider of public services described in the declarations
made by Ireland under the Convention, or of any Contracting State which may
move such a declaration in the future, to arrest or detain an aircraft object
under the laws of that Contracting State for payment of amounts owed to such
entity, organisation or provider directly relating to those services in
respect of that object or another aircraft object. Please note paragraph 4.20
in this regard;
 4.21.
    
    Ireland has made a declaration under Article 39 of the Convention wherein
Ireland declared that a non-consensual right or interest has priority over a
registered international interest and providing that nothing in the Convention and
Aviation Protocol affects the laws of Ireland in relation to the detention and sale of
an aircraft to discharge payments in respect of a public service provided by Irish
governmental and other service providers in relation to all aircraft (by way of
example, landing fees charged by an Irish airport); and4.22.
    
    Ireland has not made a declaration under Article XI of the Aviation Protocol
on remedies on insolvency and, as a result, Irish national law will apply to the
rights of the Collateral Agent under the Cape Town Agreement on the insolvency of the
New Irish Company.
   10




---



##### 



SCHEDULE 1
 The Addressees
 
 
 th
 st
 th
 
  11




---



##### 



SCHEDULE 2
 The Agreements
  
 1.
    
    The Credit Agreement.2.
    
    The Intercreditor Agreement dated as of __ March 2011 between ILFC, Parent Holdco, the
Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco and the Collateral Agent.3.
    
    Aircraft Mortgage and Security Agreement dated as of __ March 2011 among the Borrower Parties
(including the New Company, by way of the Grantor Supplement) and the additional grantors
referred to therein as grantors and the Collateral Agent as collateral agent (the Security
Agreement).4.
    
    [[Share Charge] between [insert relevant equityholder] as chargor and the Collateral Agent as
chargee in respect of [the shares of the New Irish Company] (the Equity Document).] [Describe
any share charge or other pledge over equity interests being delivered by or in respect of an
Irish entity on the relevant advance date.]5.
    
    [Obligor Assumption Agreement from the New Irish Company pursuant to the Credit Agreement
(the Obligor Assumption Agreement).] [Describe any Obligor Assumption Agreement being
delivered by an Irish entity on the relevant advance date.]6.
    
    [Grantor Supplement from the New Irish Company to the Collateral Agent in respect of the
Collateral (as defined in the Security Agreement) granted by the New Irish Company, duly
acknowledged and agreed to by the Collateral Agent (the Grantor Supplement).] [Describe any
Collateral Supplement being delivered by an Irish entity on the relevant advance date.]7.
    
    [Collateral Supplement from [__] to the Collateral Agent in respect of [__] duly acknowledged
and agreed to by the Collateral Agent (the Collateral Supplement) [Describe any Collateral
Supplement being delivered by an Irish entity on the relevant advance date.]
 12




---



##### 



SCHEDULE 3
 Pool Aircraft
 
 13




---



##### 



Exhibit I
 Contracting State Certificate
 
 14




---



##### 



Exhibit II
 Priority Search Certificates
 
  15




---



##### 



EXHIBIT E-2
 FORM OF OPINION OF DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON
 [SEE ATTACHED]
 Term Loan Credit Agreement
 E-2-1




---



##### 



DFPH&J DRAFT
___/___/11
 IR Form 1  S/A and COS 
(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
   RE:
    
    One (1) _______ model _______ aircraft bearing manufacturers serial number ______ (the
Airframe) and two (2) ______ model _______ aircraft engines bearing manufacturers serial
numbers ______ and ______ (the Engines)
     1.
    
    the Airframe and the Engines constitute Aircraft Objects based upon the
Interim Updatable List of Eligible Aircraft Objects compiled by the Federal Aviation
Administration;2.
    
    based upon the Priority Search Certificates dated ________ __, 2011 obtained
from the IR, copies of which are attached hereto as Schedule 2 and incorporated herein
by reference:




---



##### 



(a)
    
    the Airframe and the Engines are subject only to the Security
Agreement International Interest;(b)
    
    the Security Agreement International Interest has been duly
registered on the IR and constitutes a first priority International Interest
in the Airframe and the Engines; and,(c)
    
    the Contract of Sale has been duly registered on the IR and
constitutes a Sale, with respect to the Airframe and the Engines;
 3.
    
    the CTT Interests are entitled to the priorities, protections and benefits of
the CTT, subject to the statements on Exhibit A attached hereto; and,4.
    
    no further registration on the IR of the CTT Interests is required under the
CTT in order to maintain the effectiveness and priority thereof.
   Very truly yours,Robert M. PeregrinFor the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Security Agreement International Interest
  Description of Contract of Sale
  Description of CTT Interests




---



##### 



EXHIBIT A
 Assumptions and Limitations
  (i)
    
    the Priority Search Certificates are accurate in all respects, contain all
the registered information and data on the IR in connection with the Airframe and the
Engines to which they relate, and have not been altered since the date of such
Priority Search Certificates;(ii)
    
    the IR descriptions of the Airframe and the Engines are as noted above and
are accurate and complete descriptions with respect to the registrations on the IR;(iii)
    
    the CTT Interests are effective to constitute an International Interest or a
Contract of Sale subject to the CTT and registration on the IR;(iv)
    
    all of the registrations indicated on the Priority Search Certificates are
fully and properly constituted and validly created under the CTT;(v)
    
    any registrations on the IR pertaining to the Airframe and the Engines are
valid, enforceable and sufficient under the relevant applicable law or the CTT to
create, effect or terminate the rights and interests they purport to create, effect or
terminate;(vi)
    
    there has been no subordination or variation of any priority that would be
acquired pursuant to the terms of the CTT, in connection with the registrations on the
IR evidenced by the Priority Search Certificates other than pursuant to any
subordination indicated on the Priority Search Certificates.
  (i)
    
    a search on the IR pursuant to the CTT requires that the searching party enter
the exact manufacturer, model or serial number of an airframe or engine being searched
using the appropriate drop-down boxes, where available, and if a registration has been
made on the IR against the Airframe
and the Engines which describes the Airframe and the Engines differently (i.e. any
space, comma, dash, added number or character, missing number or character, or any
 A-1




---



##### 



other discrepancy whatsoever in the description of the manufacturer, model or serial
number) the Priority Search Certificates will produce an inaccurate search result;
accordingly, there may be registrations on the IR against the Airframe and the
Engines which are not reflected on the Priority Search Certificates and which may
have priority over subsequent registrations on the IR or filings with the FAA;(ii)
    
    in respect of rights derived from registrations with the IR does not cover
liens, claims or encumbrances which are perfected without the filing of notice
thereof;(iii)
    
    does not cover liens perfected in foreign jurisdictions, except to the
extent applicable law would regulate their priority based on registration with the IR;
and,(iv)
    
    does not cover any rights to arrest or detain an airframe or an engine under
any applicable law.




---



##### 



DFPH&J DRAFT
___/___/11
 IR Form 2  Existing Lease II
(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
    RE:
    
    One (1) _______ model _______ aircraft bearing manufacturers serial number ______ (the
Airframe) and two (2) ______ model _______ aircraft engines bearing manufacturers serial
numbers ______ and ______ (the Engines)
     1.
    
    the Airframe and the Engines constitute Aircraft Objects based upon the
Interim Updatable List of Eligible Aircraft Objects compiled by the Federal Aviation
Administration;2.
    
    based upon the Priority Search Certificates dated ________ __, 2011 obtained
from the IR, copies of which are attached hereto as Schedule 2 and incorporated herein
by reference:




---



##### 



(a)
    
    the Airframe and the Engines are subject only to:
 (i)
    
    the Lease International Interest, which has
been assigned to ___________ by the Lease Assignment Interest and to
the Collateral Agent by the Lease Security Assignment Interest; and,(ii)
    
    the Mortgage International Interest;
 (b)
    
    the Lease International Interest has been duly registered on
the IR and constitutes a first priority International Interest in the Airframe
and the Engines; and,(c)
    
    the Mortgage International Interest has been duly
registered on the IR and constitutes an International Interest in the
Airframe and the Engines;(d)
    
    Right to Discharge A has been duly registered on the IR as
a Transfer of the Right to Discharge the Lease International Interest in
favor of the Collateral Agent;(e)
    
    the Lease Assignment Interest has been duly registered on
the IR as an Assignment of the Lease International Interest;(f)
    
    Right to Discharge B has been duly registered on the IR as
a Transfer of the Right to Discharge the Lease Assignment Interest in favor
of the Collateral Agent;(g)
    
    the Lease Security Assignment Interest has been duly
registered on the IR as an Assignment of the Lease Assignment Interest; and,(h)
    
    the Contract of Sale has been duly registered on the IR and
constitutes a Sale, with respect to the Airframe and the Engines;




---



##### 



3.
    
    the CTT Interests are entitled to the priorities, protections and benefits of
the CTT, subject to the statements on Exhibit A attached hereto; and,4.
    
    no further registration on the IR of the CTT Interests is required under the
CTT in order to maintain the effectiveness and priority thereof.
   Very truly yours,Robert M. PeregrinFor the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Lease International Interest
  Description of Mortgage International Interest
  Description of Lease Assignment Interest
  Description of Lease Security Assignment Interest
  Description of Right to Discharge A




---



##### 



Description of Right to Discharge B
  Description of Contract of Sale
  Description of CTT Interests




---



##### 



EXHIBIT A
 Assumptions and Limitations
  (i)
    
    the Priority Search Certificates are accurate in all respects, contain all the
registered information and data on the IR in connection with the Airframe and the
Engines to which they relate, and have not been altered since the date of such Priority
Search Certificates;(ii)
    
    the IR descriptions of the Airframe and the Engines are as noted above and are
accurate and complete descriptions with respect to the registrations on the IR;(iii)
    
    the CTT Interests are effective to constitute an International Interest, an
Assignment of an International Interest, a Transfer of the Right to Discharge or a
Contract of Sale subject to the CTT and registration on the IR;(iv)
    
    all of the registrations indicated on the Priority Search Certificates are
fully and properly constituted and validly created under the CTT;(v)
    
    any registrations on the IR pertaining to the Airframe and the Engines are
valid, enforceable and sufficient under the relevant applicable law or the CTT to
create, effect or terminate the rights and interests they purport to create, effect or
terminate;(vi)
    
    there has been no subordination or variation of any priority that would be
acquired pursuant to the terms of the CTT, in connection with the registrations on the
IR evidenced by the Priority Search Certificates other than pursuant to any
subordination indicated on the Priority Search Certificates.
  (i)
    
    a search on the IR pursuant to the CTT requires that the searching party enter
the exact manufacturer, model or serial number of an airframe or engine being
searched using the appropriate drop-down boxes, where available, and if a
registration has been made on the IR against the Airframe and the Engines which
describes the Airframe and the Engines differently (i.e. any space,
 A-1




---



##### 



comma, dash,
added number or character, missing number or character, or any other discrepancy
whatsoever in the description of the manufacturer, model or serial number) the
Priority Search Certificates will produce an inaccurate search result; accordingly,
there may be registrations on the IR against the Airframe and the Engines which are
not reflected on the Priority Search Certificates and which may have priority over
subsequent registrations on the IR or filings with the FAA;(ii)
    
    in respect of rights derived from registrations with the IR does not cover
liens, claims or encumbrances which are perfected without the filing of notice
thereof;(iii)
    
    does not cover liens perfected in foreign jurisdictions, except to the
extent applicable law would regulate their priority based on registration with the IR;
and,(iv)
    
    does not cover any rights to arrest or detain an airframe or an engine under
any applicable law.
 A-2




---



##### 



DFPH&J DRAFT
__/__/11
 FAA Opinion with Lease II
(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)
  
 RE:
    
    One (1) _______ model ______ (shown on the IR as ______ model ______) aircraft bearing
manufacturers serial number ______ and U.S. Registration No. N______ (the Airframe) and two
(2) ______ model ______ (shown on the IR as ______ model ______) aircraft engines bearing
manufacturers serial numbers ______ and ______ (the Engines)




---



##### 



(a)
    
    AC Form 8050-2 Aircraft Bill of Sale dated ________ __, 2011 (the FAA Bill of
Sale) by International Lease Finance Corporation (ILFC), as seller, conveying title
to the Airframe to ____________, as owner trustee under the Trust Agreement (the Owner
Trustee), as purchaser, which FAA Bill of Sale was filed at _____ __ .m., C.S.T.;(b)
    
    AC Form 8050-1 Aircraft Registration Application dated ________ __, 2011 (the
Aircraft Registration Application) by the Owner Trustee, as applicant, with respect
to the Airframe, which Aircraft Registration Application was filed at _____ __.m.,
C.S.T.;(c)
    
    Affidavit of Citizenship dated ________ __, 2011 (the Owner Trustee
Affidavit) by the Owner Trustee pursuant to Section 47.7(c)(2)(iii) of the Federal
Aviation Regulations, which Owner Trustee Affidavit was filed at _____ __.m., C.S.T.;(d)
    
    Trust Agreement dated as of ________ __, 2011 (the Trust Agreement) between
_______, as trustor, and the Owner Trustee, which Trust Agreement was filed at _____
__.m., C.S.T.;(e)
    
    Assignment and Assumption Agreement dated ________ __, 2011 (the Assignment)
between ILFC, as assignor, and the Owner Trustee, as assignee, assigning all right,
title and interest of ILFC in the Lease, with respect to the Airframe and the Engines,
in favor of the Owner Trustee, which Assignment was filed at _____ __.m., C.S.T.;and,(f)
    
    FAA Aircraft Mortgage and Lease Security Assignment (MSN _______) dated as of
________ __, 2011 (the Mortgage) between the Owner Trustee, as grantor, and Citibank,
N.A., as collateral agent (the Collateral Agent), with respect to the Airframe, the
Engines and the Lease, as assigned by the Assignment, which Mortgage was filed at _____
__.m., C.S.T.




---



##### 



1.
    
    the Airframe and the Engines constitute Aircraft Objects based upon the Interim
Updatable List of Eligible Aircraft Objects compiled by the FAA;2.
    
    the Aircraft Registration Application, the Owner Trustee Affidavit and the
Trust Agreement are in due form for filing and have been duly filed with the FAA
pursuant to and in accordance with the Transportation Code;3.
    
    the FAA Bill of Sale, the Assignment and the Mortgage are in due form for
recordation by, and have been duly filed for recordation with, the FAA pursuant to and
in accordance with the Transportation Code;4.
    
    the Airframe is eligible for registration by the FAA for purposes of
the Transportation Code in the name of the Owner Trustee and the filing with the




---



##### 



FAA of the FAA Bill of Sale, the Aircraft Registration Application, the Owner
Trustee Affidavit and the Trust Agreement will cause the FAA to register the
Airframe, in due course, in the name of the Owner Trustee, at which time the FAA
will issue an AC Form 8050-3 Certificate of Aircraft Registration in the name of the
Owner Trustee, pursuant to and in accordance with the Transportation Code;5.
    
    the owner of the Airframe for registration purposes at the FAA is the Owner
Trustee and the Airframe and the Engines are free and clear of liens and encumbrances
of record at the FAA except as created by:(a)
    
    the Lease, as assigned by the Assignment, which has been
assigned for security purposes to the Collateral Agent by the Mortgage; and,(b)
    
    the Mortgage;6.
    
    the Mortgage creates a duly perfected first priority security interest, subject
to the rights of the parties under the Lease, as assigned by the Assignment, in favor
of the Collateral Agent, pursuant to the Transportation Code, in the Airframe and the
Engines, it being understood that no opinion is rendered herein as to the validity,
priority or enforceability of such security interest under applicable local or foreign
law, or as to recognition of the perfection of the security interest as against third
parties in any legal proceeding outside the United States;7.
    
    the rights of the Owner Trustee, as lessor, and _______, as lessee, under the
Lease, as assigned by the Assignment, with respect to the Airframe and the Engines, are
perfected at the FAA;8.
    
    the Assignment creates a valid assignment of all of the right, title and
interest of ILFC in the Lease, with respect to the Airframe and the Engines, in favor
of the Owner Trustee;9.
    
    the Mortgage creates a duly perfected assignment for security purposes in favor of
the Collateral Agent of all of the right, title and interest of the Owner




---



##### 



Trustee in, to and under the Lease, as assigned by the Assignment (insofar as such
assignment affects an interest covered by the recording system established by the
FAA pursuant to 49 U.S.C. Section 44107), it being understood that no opinion is
herein expressed as to the validity, priority or enforceability of such assignment
under local law or as to the recognition of the perfection of such assignment as
against third parties in any legal proceeding outside the United States;10.
    
    based upon the Priority Search Certificates dated ________ __, 2011 obtained
from the IR, copies of which are attached hereto as Schedule 2 and incorporated herein
by reference:
 (a)
    
    the Airframe and the Engines are subject only to:
 (i)
    
    the CTT Lease Interest, which has been assigned to
the Owner Trustee by the CTT Assignment Interest and to the Collateral
Agent by the CTT Security Assignment Interest; and,(ii)
    
    the CTT Security Interest;
 (b)
    
    the CTT Lease Interest has been duly registered on the IR and
constitutes a first priority International Interest in the Airframe and the
Engines;(c)
    
    the CTT Security Interest has been duly registered on the IR
and constitutes an International Interest in the Airframe and the Engines;(d)
    
    CTT Right to Discharge A has been duly registered on the IR as
a Transfer of the Right to Discharge the CTT Lease Interest in favor of the
Collateral Agent;(e)
    
    the CTT Sale has been duly registered on the IR and constitutes
a Sale with respect to the Airframe and the Engines;




---



##### 



(f)
    
    the CTT Assignment Interest has been duly registered on the IR
as an Assignment of the CTT Lease Interest in favor of the Owner Trustee;(g)
    
    CTT Right to Discharge B has been duly registered on the IR as
a Transfer of the Right to Discharge the CTT Assignment Interest in favor of
the Collateral Agent; and,(h)
    
    the CTT Security Assignment Interest has been duly registered
on the IR as an Assignment of the CTT Assignment Interest in favor of the
Collateral Agent;
 11.
    
    the CTT Interests are entitled to the priorities, protections and benefits of
the CTT, subject to the statements on Exhibit A attached hereto;12.
    
    no further registration on the IR of the CTT Interests is required under the
CTT in order to maintain the effectiveness and priority thereof and no other
registration of the Airframe or filings other than filings with the FAA (which have
been duly effected) are necessary in order to:
 (a)
    
    maintain the registration of the Airframe in the name of the
Owner Trustee; and,(b)
    
    maintain the lien and priority of:
 (i)
    
    the Lease, as assigned by the Assignment, with
respect to the Airframe and the Engines; and,(ii)
    
    the Mortgage, with respect to the Airframe, the
Engines and the Lease, as assigned by the Assignment; and,
 13.
    
    no authorization, approval, consent, license or order of, or registration with,
or the giving of notice to, the FAA is required for the valid authorization, delivery
and performance of the Trust Agreement, the Lease, as assigned by the Assignment, or
the Mortgage, except for such filings as are referred to above and the prior filing of
the Lease with the FAA.




---



##### 



Very truly yours,
Robert M. Peregrin
For the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Lease




---



##### 



SCHEDULE 4




---



##### 



EXHIBIT A
 Assumptions and Limitations
  (i)
    
    the records maintained by the FAA are accurate in all respects;(ii)
    
    the Priority Search Certificates are accurate in all respects, contain all the
registered information and data on the IR in connection with the Airframe and the
Engines to which they relate, and have not been altered since the date of such Priority
Search Certificates;(iii)
    
    the IR descriptions of the Airframe and the Engines are as noted above and are
accurate and complete descriptions with respect to the registrations on the IR;(iv)
    
    at the time each of the Lease and the Mortgage was concluded, the Debtor was
situated, pursuant to the CTT, in the United States;(v)
    
    the necessary parties under each of the Warranty Bill of Sale, the Lease, the
Assignment and the Mortgage have given the consents in writing to the registration with
the IR of the interests in the Airframe and the Engines created thereby;(vi)
    
    each of the CTT Interests is effective under applicable local law to constitute
an Interest, a Sale, an Assignment or a Transfer of the Right to Discharge subject to
the CTT and registration on the IR;(vii)
    
    all of the registrations indicated on the Priority Search Certificates are
fully and properly constituted and validly created under the CTT;(viii)
    
    all documents identified in this opinion, all documents in the records maintained by
the FAA for the Airframe and the Engines, as well as any registrations on the IR
pertaining to the Airframe and the Engines, are valid, enforceable and sufficient under
the relevant applicable law or the CTT to create, effect or terminate the rights and
interests they purport to create, effect or terminate;
 (ix)
    
    in rendering this opinion, we have assumed that:
 A-1




---



##### 



(a)
    
    the Owner Trustee qualifies as a citizen of the United States as
defined in the Transportation Code;(b)
    
    the instruments described above are valid and enforceable under
applicable local law; and,(c)
    
    there are no documents with respect to the Airframe and the
Engines which have been filed for recordation with the FAA under the FAAs
recording system but which have not yet been listed in the available records of
such system as having been so filed;
 (x)
    
    there has been no subordination or variation of any priority that would be
acquired pursuant to the terms of the CTT, in connection with the registrations on the
IR evidenced by the Priority Search Certificates other than pursuant to any
subordination indicated on the Priority Search Certificates;(xi)
    
    the Airframe is not registered under the civil aircraft registry of any other
country;(xii)
    
    the Interim Updatable List of Eligible Aircraft Objects compiled by the FAA,
insofar as it relates to the Airframe and the Engines, is accurate in all respects;(xiii)
    
    the Airframe and the Engines have been accurately described by manufacturers name,
model and serial number by the parties in each of the Lease, the Assignment and the
Mortgage; and,(xiv)
    
    the United States Contracting State search certificate description of
declarations, withdrawals of declarations and categories of non-consensual rights or
interests, as communicated to the Registrar by UNIDROIT as the Depositary as having
been declared by the United States, and the date on which each such declaration or
withdrawal of declaration is recorded, are accurate in all respects. A copy of the
United States Contracting State Search dated ________ __, 2011 is attached hereto as
Schedule 4.
  A-2




---



##### 



(i)
    
    a search on the IR pursuant to the CTT requires that the searching party enter
the exact manufacturer, model or serial number of an airframe or engine being
searched using the appropriate drop-down boxes, where available, and if a
registration has been made on the IR against the Airframe and the Engines which
describes the Airframe and the Engines differently (i.e. any space, comma, dash,
added number or character, missing number or character, or any other discrepancy
whatsoever in the description of the manufacturer, model or serial number) the
Priority Search Certificates will produce an inaccurate search result; accordingly,
there may be registrations on the IR against the Airframe and the Engines which are
not reflected on the Priority Search Certificates and which may have priority over
subsequent registrations on the IR or filings with the FAA;(ii)
    
    the opinion relating to the registration of the Airframe with the FAA is issued
only as to its current eligibility for registration and not with respect to events
which may occur in the future which may affect the continued eligibility for
registration;(iii)
    
    as to matters of United States Citizenship as defined in the Transportation
Code, the undersigned has relied upon representations made in the Aircraft Registration
Application;(iv)
    
    because the FAA does not maintain registration records for engines for
nationality purposes, we cannot independently verify the owner, make, model, or serial
numbers of the Engines;(v)
    
    in rendering this opinion, we are subject to the accuracy of the FAA, its
employees and agents in the filing, indexing, cross-referencing, imaging and recording
of instruments filed with the FAA;(vi)
    
    no opinion is expressed herein as to laws other than the CTT and the
Transportation Code;(vii)
    
    this opinion as to the status of the records of the FAA as to the Airframe
covers only that period of time during which the Airframe has been subject to United
States Registration; and,(viii)
    
    since our examination was limited to records maintained by the FAA and the IR, our opinion:
 A-3




---



##### 



(a)
    
    in respect of rights derived from FAA filings, does not cover
liens, claims or encumbrances of which the parties have actual notice as
contemplated by 49 U.S.C. §44108(a);(b)
    
    in respect of rights derived from FAA filings or registrations
with the IR, does not cover liens, claims or encumbrances which are perfected
without the filing of notice thereof with the FAA or the IR, including without
limitation, federal tax liens, liens arising under Section 1368(a) of Title 29
of the United States Code, liens arising under 49 U.S.C. §46304 and certain
artisans liens;(c)
    
    does not cover liens perfected in foreign jurisdictions, except
to the extent applicable law would regulate their priority based on registration
with the IR; and,(d)
    
    does not cover any rights to arrest or detain an airframe or an
engine under any applicable law.
 A-4




---



##### 



EXHIBIT F
 FORM OF NOTE
  Borrower Lender Agreement
    Term Loan Credit Agreement
 F-1




---



##### 



TEMESCAL AIRCRAFT INC.By:Name:Title: Term Loan Credit Agreement
 F-2




---



##### 



LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount of Principal
    
    OutstandingEnd of Interest
    
    or Interest Paid
    
    Principal BalanceDate
    
    Amount of Loan Made
    
    Period
    
    This Date
    
    This Date
    
    Notation Made By
 Term Loan Credit Agreement
 F-3




---



##### 



EXHIBIT G
 FORM OF ADMINISTRATIVE QUESTIONNAIRE
 [SEE ATTACHED]
 Term Loan Credit Agreement
 G-1




---



##### 



ADMINISTRATIVE QUESTIONNAIRE
 [BORROWER]
 Agent Address:
    
    2 Penns Way
    
    Return form to:
    
    Loan SyndicationsSuite 100
    
    Telephone:
    
    302-894-[XXXX]New Castle, DE 19720
    
    Facsimile:
    
    212-994-0961E-mail:
    
    oploanswebadmin@citi.com
 all
  
 Signature BlockInformation:
 Signing Credit Agreement
    
    o Yes
    
    o NoComing in via Assignment
    
    o Yes
    
    o No
 Type of Lender:
  Lender Parent:
 Domestic Address
    
    Eurodollar Address
 Term Loan Credit Agreement
 G-2




---



##### 



Contacts/Notification Methods: Borrowings, Paydowns, Interest, Fees, etc
 Primary Credit Contact
    
    Secondary Credit ContactName:Company:Title:Address:Telephone:Facsimile:E-Mail Address:Primary Operations Contact
    
    Primary Disclosure ContactName:Company:Title:Address:Telephone:Facsimile:E-Mail Address:Bid Contact
    
    L/C ContactName:Company:Title:Address:Telephone:Facsimile:E-Mail Address:
 Term Loan Credit Agreement
 G-3




---



##### 



Lenders Domestic Wire Instructions
 Bank Name:ABA/Routing No.:Account Name:Account No.:FFC Account Name:FFC Account No.:Attention:Reference:
 Lenders Foreign Wire Instructions
 Currency:Bank Name:Swift/Routing No.:Account Name:Account No.:FFC Account Name:FFC Account No.:Attention:Reference:
 Agents Wire Instructions
 Bank Name:
    
    [Citibank N.A.]ABA/Routing No.:
    
    [021000089]Account Name:
    
    [Agency/Medium Term Finance]Account No.:
    
    [36852248]
 Term Loan Credit Agreement
 G-4




---



##### 



Reference:
    
    [Company Name]
 Tax Documents
 NON-U.S.
LENDER INSTITUTIONS:
 I. Corporations:
 a.) Form W-8BEN Certificate of Foreign Status of Beneficial
Owner b.) Form W-8ECI Income Effectively Connected to a U.S. Trade or Business c.) Form
W-8EXP Certificate of Foreign Government or Governmental Agency
 An original tax
form must be submitted.
 II.Flow-Through Entities:
 Form W-8IMY Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S.
Branches for United States Tax Withholding
 Original tax form(s) must be submitted.
 U.S.
LENDER INSTITUTIONS:
 within Form W-9 (Request for Taxpayer Identification Number and Certification). Please be advised that we request that you submit an original Form W-9.
 Pursuant to the language
contained in the tax section of the Credit Agreement, the applicable tax form for your institution
must be completed and returned prior to the first payment of income. Failure to provide the proper
tax form when requested may subject your institution to U.S. tax withholding.
 Term Loan Credit Agreement
 G-5




---



##### 



EXHIBIT H
 FORM OF INTERCREDITOR AGREEMENT
 [SEE ATTACHED]
 Term Loan Credit Agreement
 H-1




---



##### 



INTERCREDITOR AGREEMENT
 INTERCREDITOR AGREEMENT Agreement PARK
TOPANGA AIRCRAFT INC. Parent Holdco TEMESCAL AIRCRAFT INC. Borrower CHARMLEE AIRCRAFT INC. CA Subsidiary Holdco BALLYSKY AIRCRAFT IRELAND LIMITED Irish Subsidiary Holdco INTERNATIONAL
LEASE FINANCE CORPORATION ILFC CITIBANK, N.A. Citibank
 WHEREAS Credit Agreement
 WHEREAS Security Agreement Loan
Documents
 WHEREAS
 WHEREAS
 WHEREAS
 NOW THEREFORE
 1




---



##### 



Definitions
 Agreement
 Borrower
 CA Subsidiary Holdco
 Citibank
 ILFC
 Insolvency Event
 Intercompany Debt means the Pledged Debt and the Unpledged Intercompany Debt.
 Intercompany Debt Documents
 Intercompany Debt Default
 Intercompany Debt Obligations
 Intercompany Lenders
 Irish Subsidiary Holdco
 Parent Holdco
 Unpledged Intercompany Debt
  Agreement of Intercompany Lenders
 Terms of Subordination of Intercompany Debt Obligations
 2




---



##### 



3




---



##### 



4




---



##### 



Amendments
 Negative Covenants of Intercompany Lenders
   5




---



##### 



Miscellaneous
 Jurisdiction; Consent to Service of Process
   WAIVER OF JURY TRIAL
 6




---



##### 



GOVERNING LAW
 Notices and Communications
  
  
  7




---



##### 



Delivery of Documents
 Enforcement
 Obligations of Intercompany Lenders Not Affected
        8




---



##### 



Benefit of Agreement
 Further Assurances
 Counterparts; Integration; Effectiveness
 Severability
 Collateral Agent .
 [Remainder of Page Intentionally Left Blank]
 9




---



##### 



CITIBANK, N.A., as Collateral AgentBy:Name:Title:INTERNATIONAL LEASE
FINANCE CORPORATIONBy:Name:Title:PARK TOPANGA AIRCRAFT INC.By:Name:Title:TEMESCAL AIRCRAFT INC.By:Name:Title:CHARMLEE AIRCRAFT INC.By:Name:Title: 10




---



##### 



BALLYSKY AIRCRAFT IRELAND
LIMITEDBy:Name:Title: 11




---



##### 



EXHIBIT I
 FORM OF LTV CERTIFICATE
 INTERNATIONAL LEASE FINANCE CORPORATION
 LTV CERTIFICATE
  Credit Agreement
  (i)
    
    The [Initial Test Date]/[LTV Determination Date] is _______ __, 20__;(ii)
    
    The aggregate outstanding principal amount of the Loans as of such [Initial
Test Date]/[LTV Determination Date] is $[__________________]. For the avoidance of
doubt, any payment or prepayment of the Loans on or before such [Initial Test
Date]/[LTV Determination Date] has been taken into account;(iii)
    
    The aggregate Appraised Value of all Pool Aircraft included in the Designated
Pool as of such [Initial Test Date]/[LTV Determination Date] is $[_________________];(iv)
    
    The ratio of (ii) to (iii) is _____ (the Loan-to-Value Ratio);(v)
    
    The aggregate outstanding principal amount of the Loans as of such LTV
Determination Date, immediately prior to giving effect to each Removal and Deemed
Removal and prior to giving effect to any related or prior payment, is
$[__________________]; [only include if the LTV Determination Date occurs because of a
Removal or Deemed Removal]
 Term Loan Credit Agreement
 I-1




---



##### 



(vi)
    
    The aggregate Appraised Value of all Pool Aircraft included in the Designated
Pool as of such LTV Determination Date, immediately prior to giving effect to each
Removal or Deemed Removal, is $[_________________]; [only include if the LTV
Determination Date occurs because of a Removal or Deemed Removal](vii)
    
    The ratio of (v) to (vi) is _____ (the Prior Loan-to-Value Ratio); [only
include if the LTV Determination Date occurs because of a Removal or Deemed Removal](viii)
    
    The Loan-to-Value Ratio [does] [does not] exceed [65.0%] [the Maximum LTV then in
effect];(ix)
    
    The Loan-to-Value Ratio [does] [does not] exceed the Prior Loan-to-Value Ratio;
[only include if the LTV Determination Date occurs because of a Removal](x)
    
    [The Borrower will, within [insert number of days required pursuant to Section
5.16] following the [Initial Test Date] [LTV Determination Date], prepay [all of the
Loans][a portion of the Loans in the amount of $[____________];](xi)
    
    [The Borrower will, within [insert number of days required pursuant to Section
5.16] following the LTV Determination Date, deposit Interim Cash into the Collateral
Account in the amount of $[____________];](xii)
    
    [The Obligors [have transferred][will, within [insert number of days required
pursuant to Section 5.16] days following the delivery of this LTV Certificate,
transfer] to an Owner Subsidiary the following Non-Pool Aircraft: _____________;](xiii)
    
    [The required Appraisals with respect to the Aircraft proposed to be added pursuant
to an LTV Cure are not yet available, so this LTV Certificate (x) has been prepared
using approximate Appraised Values estimated by ILFC in good faith and (y) when the
required Appraisals are available and not later than the addition of such Aircraft, an
updated and completed LTV Certificate with respect to and dated as of the LTV
Determination Date attaching the three Appraisals required to be provided with respect
to such Aircraft shall be delivered]. [only include as applicable according to Section
5.09(a)(vii)](xiv)
    
    Set forth on Annex I attached hereto is a complete list of all PS Pool
Aircraft [identifying which are Pool Aircraft and Undelivered Pool Aircraft] as of the
date hereof (which list shall replace Schedule 3.17(a) to the Credit Agreement upon
delivery of this LTV Certificate);(xv)
    
    Set forth on Annex [II] attached hereto is a complete list of the
Leases of all PS Pool Aircraft as of the date hereof (which list shall replace Schedule
3.17(b) to the Credit Agreement); [only include if an Annual Anniversary]
 Term Loan Credit Agreement
 I-2




---



##### 



(xvi)
    
    Set forth on Annex [III] attached hereto is a calculation of the Pool
Specifications of the PS Pool Aircraft as of the [Initial Test Date] / [LTV
Determination Date], after giving effect to any LTV Cure described herein;(xvii)
    
    Attached as Annex [IV] [are three Appraisals, each conducted by a Qualified
Appraiser, of] / [is a description of the approximate Appraised Values estimated in
good faith by ILFC with respect to], any Aircraft added (or being proposed to be added
pursuant to an LTV Cure) to the Designated Pool since the [Effective Date] [immediately
preceding LTV Determination Date]; and(xviii)
    
    Attached as Annex [V] attached hereto is a lease report; [only include if an
Annual Anniversary, in the form attached as Annex [V] to this form certificate].
  By:Name:Title: Term Loan Credit Agreement
 I-3




---



##### 



ANNEX I to LTV CERTIFICATE
  Pool Aircraft:
 [                ]
 Undelivered Pool Aircraft:
 [                ]
 Term Loan Credit Agreement
 I-4




---



##### 



ANNEX [II] to LTV CERTIFICATE
  Term Loan Credit Agreement
 I-5




---



##### 



ANNEX [III] to LTV CERTIFICATE
  (i)
    
    the aggregate Appraised Value of a single type of Widebody Aircraft at such
time is _______%, which does not exceed 35% of the aggregate Appraised Value of all PS
Pool Aircraft at such time;(ii)
    
    the aggregate Appraised Value of all Widebody Aircraft at such time is
_______%, which does not exceed 55% of the aggregate Appraised Value of all PS Pool
Aircraft at such time;(iii)
    
    the aggregate Appraised Value of all Permitted Aircraft Types at such time is
_______%, which is 100% of the aggregate Appraised Value of all PS Pool Aircraft at
such time;(iv)
    
    the aggregate Appraised Value of all PS Pool Aircraft leased to a single Lessee
at such time is _______%, which does not exceed 25% of the aggregate Appraised Value of
all PS Pool Aircraft at such time (excluding any PS Pool Aircraft leased to a Lessee
that results from the merger of two or more Lessees, if the affected Lease of such PS
Pool Aircraft was included in the Collateral prior to such merger);(v)
    
    the aggregate Appraised Value of all PS Pool Aircraft leased to Lessees based
or domiciled in any single country at such time is _______%, which does not exceed 40%
of the aggregate Appraised Value of all PS Pool Aircraft at such time; and(vi)
    
    the Average Age of all PS Pool Aircraft at such time is _______, which does not
exceed 5.86 years, plus the amount of time elapsed since the date of the Credit
Agreement, plus 6 months.
 Term Loan Credit Agreement
 I-6




---



##### 



ANNEX [IV] to LTV CERTIFICATE
  Term Loan Credit Agreement
 I-7




---



##### 



ANNEX [V] to LTV CERTIFICATE
   MSN
    
    
    Aircraft Type
    
    
    Lessee
    
    
    Country
    
    
    Region
    
    
    Date of Delivery
    
    
    Lease End
  Leases under which the Lessee is in arrears for 90 or more days:
  Total Rent due from[__]* to scheduled
    
    
    Early termination
    
    
    Security depositsModel
    
    
    MSN
    
    
    Lessee
    
    
    Reg. #
    
    
    Currency
    
    
    Lease end
    
    
    option
    
    
    held as of [___]*
 
 *
    
    Insert date on or about the date of the LTV Certificate. Term Loan Credit Agreement
 I-8




---



##### 



EXHIBIT J
 FORM OF ADVANCE REQUEST
  
  Credit Agreement
 Advance
 Advance Date Related Pool
Aircraft
 Country
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    RelevantReg.
    
    Airframe Mftr. and
    
    Airframe
    
    
    
    
    
    Engine
    
    Relevant Owner
    
    Intermediate Lessee
    
    Relevant Advanced
    
    Relevant InitialNo.
    
    Model
    
    MSN
    
    Engine Model
    
    MSNs
    
    Subsidiary
    
    (if any)
    
    Loans
    
    Appraised Value
 Aggregate
Requested Advance Amount
 Term Loan Credit Agreement
 J-1




---



##### 



Term Loan Credit Agreement
 J-2




---



##### 



TEMESCAL AIRCRAFT INC.,
as BorrowerBy:Name:Title:[_______], as Owner SubsidiaryBy:Name:Title:[_______, as Intermediate Lessee]By:Name:Title: Term Loan Credit Agreement
 J-3




---



##### 



EXHIBIT K
 FORM OF OBLIGOR ASSUMPTION AGREEMENT
    Credit Agreement
    [Signature pages follow.]
 Term Loan Credit Agreement
 K-1




---



##### 



[__________], as New ObligorBy:Name:Title:  CITIBANK, N.A., as Administrative AgentBy:Name:Title: Term Loan Credit Agreement
 K-2




---



##### 



EXHIBIT L
 FORM OF INCREMENTAL LENDER ASSUMPTION AGREEMENT
    Credit Agreement
 Incremental Effective Date Incremental Lender
   Term Loan Credit Agreement
 L-1




---



##### 



[Signature pages follow.]
 Term Loan Credit Agreement
 L-2




---



##### 



TEMESCAL AIRCRAFT INC.By:Name:Title:INTERNATIONAL LEASE FINANCE CORPORATIONBy:Name:Title:PARK TOPANGA AIRCRAFT INC.By:Name:Title:CHARMLEE AIRCRAFT INC.By:Name:Title:BALLYSKY AIRCRAFT IRELAND LIMITEDBy:Name:Title:[_________], as the Incremental LenderBy:Name:Title: Term Loan Credit Agreement
 L-3




---



##### 



CITIBANK, N.A., as Administrative AgentBy:Name:Title: Term Loan Credit Agreement
 L-4




---



##### 



SCHEDULE 1
TO INCREMENTAL LENDER ASSUMPTION AGREEMENT
 COMMITMENTS
AND APPLICABLE PERCENTAGES
 Lender
    
    Commitment
    
    Applicable Percentage[_______]
    
    $[_______]
    
    
    [_______]
    %[_______]
    
    $[_______]
    
    
    [_______]
    %Total
    
    $[_______]
    

    100.000000000%
 Term Loan Credit Agreement
 L-5




---



##### 



SCHEDULE 2
TO INCREMENTAL LENDER ASSUMPTION AGREEMENT
 PS POOL AIRCRAFT
 Term Loan Credit Agreement
 L-6




---



##### 



SCHEDULE 3
TO INCREMENTAL LENDER ASSUMPTION AGREEMENT
 LEASES
 Term Loan Credit Agreement
 L-7




---



##### 



EXHIBIT M
 INCREMENTAL AIRCRAFT
  AirframeManufacturer and
    
    Airframe
    
    Engine Manufacturer and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Lessee*
    
    Registration*1
    
    Airbus A319-100
    
    
    3020
    
    
    International Aero Engines V2524-A5
    
    ***
    
    China2
    
    Airbus A320-200
    
    
    2665
    
    
    CFM International CFM56-5B4/P
    
    ***
    
    Malta3
    
    Airbus A321-200
    
    
    1734
    
    
    International Aero Engines V2533-A5
    
    ***
    
    South Korea4
    
    Airbus A321-200
    
    
    1926
    
    
    International Aero Engines V2533-A5
    
    ***
    
    Macau5
    
    Airbus A330-200
    
    
    911
    
    
    Pratt & Whitney PW4168A
    
    ***
    
    Germany6
    
    Boeing B737-700
    
    
    29359
    
    
    CFM International CFM56-7B20
    
    ***
    
    Hungary7
    
    Boeing B737-800
    
    
    30724
    
    
    CFM International CFM56-7B26/3
    
    ***
    
    Germany8
    
    Boeing B737-800
    
    
    37159
    
    
    CFM International CFM56-7B26/3
    
    ***
    
    Norway
 
 *
    
    As of the date of this Credit Agreement  International Lease Finance Corporation ( ILFC )
ILFC Ireland Limited ( ILFC Ireland )
 ***
 Airbus A321-200 aircraft bearing serial number 1926
  ***
 Airbus A320-200 aircraft bearing serial number 2665
 
 ***
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Term Loan Credit Agreement
 M-1




---



##### 



***
 Airbus A321-200 aircraft bearing serial number 1734
   ***
 Airbus A319-100 aircraft bearing serial number 3020
    ***
 Airbus A330-200 aircraft bearing serial number 911
   ***
 Boeing B737-700 aircraft bearing serial number 29359
  ***
 
 ***
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Term Loan Credit Agreement
 M-2




---



##### 



Boeing B737-800 aircraft bearing serial number 37159
  ***
 Boeing B737-800 aircraft bearing serial number 30724
   
 ***
    
    Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Term Loan Credit Agreement
 M-3




---



##### 



ANNEX 1
 PROHIBITED COUNTRIES
       Term Loan Credit Agreement
 1-1