Exhibit 10.4
 EXECUTION VERSION




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TABLE OF CONTENTS
 PageARTICLE 1DefinitionsSection 1.01. Defined Terms
    
    
    1Section 1.02. Terms Generally
    
    
    28Section 1.03. Accounting Terms; Changes in GAAP
    
    
    29Section 1.04. Times
    
    
    29ARTICLE 2The CreditsSection 2.01. Commitment
    
    
    29Section 2.02. Request to Borrow Loans; Request to Release Loans
    
    
    29Section 2.03. Funding of Loan; Release of Aggregate Requested Release Amount
    
    
    30Section 2.04. Interest
    
    
    30Section 2.05. Payment at Maturity; Evidence of Debt
    
    
    31Section 2.06. Optional and Mandatory Prepayments
    
    
    31Section 2.07. Fees
    
    
    32Section 2.08. Taxes
    
    
    32Section 2.09. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    37Section 2.10. Changes to the Designated Pool; Intermediate Lessees; Release of a
Subsidiary Holdco
    
    
    40Section 2.11. Defaulting Lenders
    
    
    43Section 2.12. Artemis (Delos) LimitedARTICLE 3Representations and WarrantiesSection 3.01. Organization, etc
    
    
    45Section 3.02. Authorization; Consents; No Conflict
    
    
    45Section 3.03. Validity and Binding Nature
    
    
    45Section 3.04. Financial Statements
    
    
    46Section 3.05. Litigation and Contingent Liabilities
    
    
    46Section 3.06. Security Interest
    
    
    46Section 3.07. Employee Benefit Plans
    
    
    47Section 3.08. Investment Company Act
    
    
    47Section 3.09. Regulation U
    
    
    47Section 3.10. Information
    
    
    47Section 3.11. Compliance with Applicable Laws, etc
    
    
    48Section 3.12. Insurance
    
    
    48Section 3.13. Taxes
    
    
    48
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Section 3.14. Transaction Party Information
    
    
    48Section 3.15. Solvency
    
    
    48Section 3.16. Sanctions
    
    
    48Section 3.17. Description of Aircraft and Leases, Etc
    
    
    49Section 3.18. Ownership
    
    
    49Section 3.19. Use of Proceeds
    
    
    49ARTICLE 4ConditionsSection 4.01. Effective Date
    
    
    49Section 4.02. Release Date
    
    
    52Section 4.03. Quiet Enjoyment Letters
    
    
    55ARTICLE 5CovenantsSection 5.01. Legal Existence and Good Standing
    
    
    55Section 5.02. Protection of Security Interest of the Lenders
    
    
    55Section 5.03. Ownership, Operation and Leasing of Pool Aircraft; Ownership of Borrower and Each Subsidiary
Holdco
    
    
    56Section 5.04. Limitation on Disposition of Aircraft; Limitation on Disposition of
Certain Equity Collateral
    
    
    56Section 5.05. Payment of Taxes or Other Claims
    
    
    57Section 5.06. Representations Regarding Operation
    
    
    57Section 5.07. Compliance with Laws, Etc
    
    
    57Section 5.08. Notice of Adverse Claim or Loss
    
    
    57Section 5.09. Reporting Requirements
    
    
    58Section 5.10. Limitation on Transactions with Affiliates
    
    
    60Section 5.11. Inspections
    
    
    61Section 5.12. Use of Proceeds; Margin Regulations
    
    
    61Section 5.13. Insurance
    
    
    61Section 5.14.
UNSC, EU and United States Sanctions and Export Restrictions
    
    
    61Section 5.15.
Sanctions
    
    
    62Section 5.16. Loan-to-Value Ratio; Average Age
    
    
    62Section 5.17. Mergers, Consolidations and Sales of Assets
    
    
    63Section 5.18. Limitation on Indebtedness
    
    
    64Section 5.19. Limitation on Business Activity
    
    
    65ARTICLE 6Events of DefaultARTICLE 7GuarantySection 7.01. Guaranty
    
    

        67Section 7.02. Contribution
    
    
    68
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Section 7.03. Guaranty Absolute
    
    
    68Section 7.04. Waiver and Acknowledgments
    
    
    71Section 7.05. Subrogation
    
    
    72Section 7.06. Payment Free and Clear of Taxes
    
    
    72Section 7.07. No Waiver; Remedies
    
    
    72Section 7.08. Continuing Guaranty
    
    
    73Section 7.09. Subordination of Certain Intercompany Indebtedness
    
    
    73Section 7.10. Limit of Liability
    
    
    73ARTICLE 8AgentsSection 8.01. Appointment and Authority
    
    
    73Section 8.02. Rights as a Lender
    
    
    74Section 8.03. Exculpatory Provisions
    
    
    74Section 8.04. Reliance by each Agent
    
    
    75Section 8.05. Delegation of Duties
    
    
    76Section 8.06. Resignation of Administrative Agent
    
    
    76Section 8.07. Non-Reliance on Agents and Other Lenders
    
    
    76Section 8.08. No Other Duties, etc
    
    
    77Section 8.09. Administrative Agent May File Proofs of Claim
    
    
    77Section 8.10. Collateral and Guaranty Matters
    
    
    77ARTICLE 9MiscellaneousSection 9.01. Notices Generally
    
    
    78Section 9.02. Waivers; Amendments
    
    
    80Section 9.03. Expenses; Indemnity; Damage Waiver
    
    
    80Section 9.04. Successors and Assigns
    
    
    83Section 9.05. Assignments by Lenders
    
    
    83Section 9.06. Replacement of Lenders
    
    
    87Section 9.07. Survival
    
    
    87Section 9.08. Counterparts; Integration; Effectiveness
    
    
    87Section 9.09. Severability
    
    
    88Section 9.10. Applicable Law
    
    
    88Section 9.11. Jurisdiction; Consent to Service of Process
    
    
    88Section 9.12. WAIVER OF JURY TRIAL
    
    
    89Section 9.13. Headings
    
    
    89Section 9.14. Confidentiality
    
    
    89Section 9.15. Right of Setoff
    
    
    90Section 9.16. No Advisory or Fiduciary Responsibility
    
    
    91Section 9.17. Interest Rate Limitation
    
    
    92Section 9.18. USA Patriot Act
    
    
    93
 iv




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SCHEDULES
 Schedule 1.01(a)
 Material AgreementsSchedule 3.06  Permitted LiensSchedule 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 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 Clifford Chance US LLP, counsel to the
Relevant Release PartiesExhibit E-1B  Form of Opinion of In-House Counsel to the Relevant Release PartiesExhibit E-1C  Form of Opinion of A&L Goodbody, counsel to the Relevant Release PartiesExhibit E-2  Form of Opinion of Daugherty, Fowler, Peregrin & HaughtExhibit F  Form of NoteExhibit G Form of Administrative QuestionnaireExhibit H  Form of Intercreditor AgreementExhibit I  Form of LTV CertificateExhibit J  Form of Release RequestANNEXES:Annex 1  Prohibited Countries
 v




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Agreement Borrower ILFC Parent Holdco CA Subsidiary Holdco Irish Subsidiary
Holdco Guarantor Parties Lenders Bank of America Goldman Sachs Syndication Agent
        Definitions
 Defined Terms.
 Account Collateral




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Account Control Agreement
 Additional Charge Over Shares
 Administrative Agent
 Administrative Agents Account
       Administrative Agents Office th
 Administrative Questionnaire
 Adverse Claim
 Affiliate
 Agent
 Aggregate Commitments
 2




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Aggregate Requested Release Amount plus
 Agreement
 Aircraft
 Applicable Foreign Aviation Law
 Applicable Margin provided
 Applicable Percentage
 Appraisal
 Appraisal Date
 Appraised Value provided
  3




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Approved Fund
 Arranger Entity
 Assignee Group
 4




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Assignment and Assumption
 Average Age
 Bank of America
 Base Rate
 Base Value
 Board of Directors
 Borrower
 Borrower Parties
 Borrowing
 Borrowing Request
 Business Day provided
 5




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CA Subsidiary Holdco
 Cape Town Convention
 Certificated Security
 Change in Law
 Charge Over Shares of Irish Subsidiary Holdco
 Charges
 Charges Over Shares
 Code
 Collateral
 Collateral Account
 Collateral Agent
 Collateral Supplement
 Commitment
 Control
 6




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Controlling Controlled
 Convention
 Debtor Relief Laws
 Default
 Defaulting Lender provided
 Designated Pool
 dollars Dollars $
 Effective Date
 Eligible Assignee
 Eligible Lease
 Environmental Laws
 7




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Environmental Liability
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 8




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EU
 Event of Loss
 Events of Default
 Excluded Taxes
 9




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Express Perfection Requirements
 10




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FAA
 FAA Act et seq
 Federal Funds Rate provided
 Federal Reserve Board
 Fee Letter
 Financial Officer
 Final Release Date
 Fiscal Year
 Foreign Benefit Event
 11




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Foreign Lender
 Foreign Pension Plan
 FRBNY
 Fund
 Future Lease
 GAAP
 Goldman Sachs
 Governmental Authority
 Government Security
 Grantor Supplement
 Guaranteed Obligations
 Guarantor Party
 Hazardous Materials
 12




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ILFC Materials
 Indebtedness
 Indemnified Taxes
 Indemnitee
 Initial Appraised Value
 Initial LTV Ratio
 Instrument
 Intercreditor Agreement
 13




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Intercreditor Confirmation
   Interest Period
 Intermediate Lease
 Intermediate Lessee
 International Registry
 Ireland
 Irish Subsidiary Holdco
 Irish Subsidiary Holdco Accession Date
 14




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Irish Subsidiary Holdco Request and Assumption Agreement means the Irish Subsidiary Holdco
Request and Assumption Agreement in substantially the form of Exhibit K.
 Junior Collateral
 Junior Lien
 Junior Lien Debt provided
  15




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provided
     Junior Lien Documents
 Junior Lien Obligations
 Junior Lien Representative
 Laws
 Lease
 16




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Leasing Company Practice
 Lenders
 Lender Parties
 Lending Office
 Lessee
 Lessee Default
 Lessor Subsidiary
 LIBO Rate BBA
LIBOR
 Lien
 17




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Litigation Actions
 Loans
 Loan Documents
 Loan-to-Value Ratio
 Local Requirements Exception
 LTV Certificate
 LTV Cure
 LTV Determination Date
 Maintenance Rent
 Material Adverse Effect
 18




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Material Agreement
 Material Indebtedness
 Maturity Date
 Maximum Rate
 Moodys
 Multiemployer Plan
 Non-Pool Aircraft
 Notes
 Obligations
 Obligor
 OFAC
 Operating Documents
 Organizational Documents
 Other Aircraft Types
 19




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Other Relevant Jurisdiction
 Other Taxes
 Own Ownership Owned by
 Parent
 Parent Holdco
 Participant
 Patriot Act
 Payment Date
 Permitted Investments
   20




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provided however provided further
 Permitted Liens
    21




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provided
     provided
    22




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Person
 PGBC
 Plan
 Platform
 Pledged Debt
 Pledged Debt Collateral
 Pledged Equity Interests
 Pledged Equity Parties
 Pool Aircraft
 Pool Aircraft Assets
 Pool Aircraft Collateral
 23




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Pool Specifications
       Post-Petition Interest
 Preferred Aircraft Types
 Premium Amount
 24




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provided
 Prohibited Countries
 Protocol
 PS Pool Aircraft
 Public Lender
 Qualified Appraiser
 Ratify
 Records
 Release Date
 Released Loans
 Release Request
 Relevant Release Parties
 25




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Reportable Event
 Representatives
 Required Cape Town Registrations
 Required Lenders provided
 Requirement of Law
 S&P
 Sanctions
 Secured Debt
 Secured Debt Representatives
 Secured Obligations
 Secured Parties
 Securities Account
 Securities Intermediary
 Security Agreement
 Security Deposit
 26




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Security Documents
 Series of Junior Lien Debt
 Specified Representation Deficiency
 subsidiary parent
 Subsidiary
 Subsidiary Holdco
 Syndication Agent
 Taxes
 Third Party Event
 Title 49
 Transaction Parties
 UCC provided however
 27




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UCC Financing Statement provided however
 UCC Jurisdiction
 Uncertificated Security
 Undelivered Pool Aircraft
 United States
 UNSC
 Widebody Aircraft
 Withdrawal Liability
 Terms Generally. include includes including without limitation will shall
 28




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herein hereof hereunder property
 Accounting Terms; Changes in GAAP.
 Times.
 The Credits
 Commitment.
  Request to Borrow Loans; Request to Release Loans. Borrowing Request
 Release Request
 29




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Funding of Loan; Release of Aggregate Requested Release Amount
  provided provided
 Interest. plus provided
 plus
 provided
 30




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prima facie
 Payment at Maturity; Evidence of Debt
  prima facie provided
 Note
 Optional and Mandatory Prepayments Optional Prepayments provided
 Mandatory Prepayments
 Accrued Interest; Premium
 Notice of Prepayments.
 31




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Fees.
 Taxes Payments Free of Taxes; Obligation to Withhold; Payments on Account
of Taxes
  Payment of Other Taxes by the Borrower
 Tax Indemnifications
 32




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Evidence of Payments
 Status of Lenders; Tax Documentation
      33




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Treatment of Certain Refunds provided
 34




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Illegality; Impracticality; Increased Costs
      35




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provided
 provided
   36




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Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 37




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38




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provided
    39




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Changes to the Designated Pool; Intermediate Lessees; Release of a Subsidiary
Holdco. Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated
Pool. pro forma provided pro forma
 Addition of Non-Pool Aircraft to the Designated Pool. provided
  pro forma
  40




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Intermediate Lessees. Intermediate Lease Notice provided
    Termination of Intermediate Lessees Status. provided
 41




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Specified Representation Deficiency. Specified Representation
Deficiency
 Applicable Subsidiary Documents
    42




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provided
 pro forma
 Release of Subsidiary Holdco pro forma
 Defaulting Lenders. Adjustments
 Waivers and Amendments
 Reallocation of Payments first second
 43




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third fourth fifth sixth provided
 Defaulting Lender Cure provided provided further
 Artemis (Delos) Limited.
 44




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Representations and Warranties
  Organization, etc.
 Authorization; Consents; No Conflict.
 Validity and Binding Nature.
 45




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Financial Statements.
 Litigation and Contingent Liabilities.
 Security Interest
   46




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Employee Benefit Plans.
 Investment Company Act.
 Regulation U.
 Information. provided
 47




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provided
 Compliance with Applicable Laws, etc.
 Insurance.
 Taxes.
 Transaction Party Information.
 Solvency.
 Sanctions.
 48




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OFAC UNSC EU Sanctions Prohibited Country
 Description of Aircraft and Leases, Etc
   Ownership.
 Use of Proceeds.
 Conditions
 Effective Date
  49




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50




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51




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Release Date.
    52




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53




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54




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Quiet Enjoyment Letters.
 Covenants
  Legal Existence and Good Standing. provided however
 Protection of Security Interest of the Lenders
    55




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provided
   Ownership, Operation and Leasing of Pool Aircraft; Ownership of Borrower and
Each Subsidiary Holdco.
      Limitation on Disposition of Aircraft; Limitation on Disposition of Certain
Equity Collateral. pro forma
 56




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Payment of Taxes or Other Claims. provided however
 Representations Regarding Operation.
 Compliance with Laws, Etc.
  Notice of Adverse Claim or Loss.
 57




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Reporting Requirements
      58




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LTV Certificate provided however
  provided
 59




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provided i.e.
 ILFC Materials Platform Public Lender provided however
 Limitation on Transactions with Affiliates.
 60




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Inspections.
 Use of Proceeds; Margin Regulations.
 Insurance.
 UNSC, EU and United States Sanctions and Export Restrictions
 61




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Sanctions.
 Patriot
Act
 Loan-to-Value Ratio; Average Age
 provided
 LTV Determination Date
 pro forma LTV Cure pro forma
 62




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Mergers, Consolidations and Sales of Assets.
     63




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Limitation on Indebtedness. provided
 64




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Limitation on Business Activity.
 Events of Default
 Events of Default
     65




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66




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Guaranty
 Guaranty.
 67




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Contribution.
 Guaranty Absolute.
       68




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69




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70




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Waiver and Acknowledgments.
    71




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Subrogation.
 Payment Free and Clear of Taxes.
 No Waiver; Remedies.
 72




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Continuing Guaranty.
 Subordination of Certain Intercompany Indebtedness.
 Limit of Liability.
  Agents
 Appointment and Authority
  73




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Rights as a Lender
 Exculpatory Provisions
  74




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provided
    Reliance by each Agent
 75




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Delegation of Duties
 Resignation of Administrative Agent provided
 Non-Reliance on Agents and Other Lenders
 76




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No Other Duties, etc
 Administrative Agent May File Proofs of Claim
     Collateral and Guaranty Matters
 77




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Miscellaneous
 Notices Generally
     provided
 The Platform
 78




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Agent Parties provided however
 Change of Address, Etc.
 Reliance by Agents and Lenders
 79




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Waivers; Amendments
 provided provided further provided further
  Expenses; Indemnity; Damage Waiver
 80




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Indemnitee provided
 81




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provided
    provided
 82




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Successors and Assigns
 Assignments by Lenders provided
 Minimum Amounts
   83




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provided however
 Proportionate Amounts
 Required Consents
 provided
  Assignment and Assumption provided however
 No Assignment to Certain Persons
 84




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Certain Additional Payments
   Register Register
 85




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Participations Participant provided
 provided
 Limitations upon Participant Rights
 Certain Pledges provided
 86




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Replacement of Lenders provided
      Survival
 Counterparts; Integration; Effectiveness
 87




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Severability.
 Applicable Law
 Jurisdiction; Consent to Service of Process.
  88




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WAIVER OF JURY TRIAL
 Headings
 Confidentiality provided
 89




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Information provided
  Right of Setoff provided
 90




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provided
 No Advisory or Fiduciary Responsibility
 91




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Interest Rate Limitation. Charges Maximum Rate
 92




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USA Patriot Act.
 [Signature pages follow.]
 93




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DELOS AIRCRAFT INC.By:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    DirectorINTERNATIONAL LEASE FINANCE 
CORPORATIONBy:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Senior Vice President & TreasurerHYPERION AIRCRAFT INC.By:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    DirectorAPOLLO AIRCRAFT INC.By:
    /s/ Pamela S. HendryName:
    Pamela S. HendryTitle:
    Director 94




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BANK OF AMERICA, N.A., as LenderBy:
    /s/ Garrett P. CarpenterName:
    Garrett P. CarpenterTitle:
    Director 95




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BANK OF AMERICA, N.A., as 
Administrative AgentBy:
    /s/ Robert RittelmeyerName:
    Robert RittelmeyerTitle:
    Vice PresidentBANK OF AMERICA, N.A., as 
Collateral AgentBy:
    /s/ Robert RittelmeyerName:
    Robert RittelmeyerTitle:
    Vice President 96




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GOLDMAN SACHS LENDING 
PARTNERS LLC, as Syndication AgentBy:
    /s/ Alexis MagedName:
    Alexis MagedTitle:
    Authorized Signatory




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SCHEDULE 1.01(a)
 MATERIAL AGREEMENTS
                1.01(a)-1




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1.01(a)-2




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1.01(a)-3




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SCHEDULE 3.06
 PERMITTED LIENS
  3.06-1




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SCHEDULE 3.14
 TRANSACTION PARTY INFORMATION
 Employer orTaxpayerName of Transaction
    
    
    
    Jurisdiction of
    
    
    
    IdentificationParty
    
    Chief Executive Office
    
    Incorporation
    
    Entity Type
    
    NumberINTERNATIONAL LEASE 
FINANCE CORPORATION
    
    10250 Constellation
Blvd.,
Suite 3400

Los Angeles, CA 90067
    
    California
    
    Corporation
    
    22-3059110DELOS AIRCRAFT INC.
    
    10250 Constellation
Blvd.,
Suite 3400

Los Angeles, CA 90067
    
    California
    
    Corporation
    
    27-2098722HYPERION AIRCRAFT
INC.
    
    10250 Constellation
Blvd.,
Suite 3400

Los Angeles, CA 90067
    
    California
    
    Corporation
    
    27-2098662APOLLO AIRCRAFT INC.
    
    10250 Constellation
Blvd.,
Suite 3400
Los Angeles, CA 90067
    
    California
    
    Corporation
    
    27-2098782ARTEMIS (DELOS) 
LIMITED
    
    [As set forth in Grantor Supplement of Artemis (Delos) Limited
 3.14-1




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SCHEDULE 3.17(a)
 PS POOL AIRCRAFT
 Airframe
    
    Airfra
    
    Engine ManufacturerManufacturer and
    
    me
    
    and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Engine MSNs
    
    Registration1
    
    Airbus A319-100
    
    
    2404
    
    
    IAE V2524-A5
    
    V11863, V11864
    
    Turkey2
    
    Airbus A319-100
    
    
    2452
    
    
    IAE V2524-A5
    
    V11911, V11915
    
    Turkey3
    
    Airbus A319-100
    
    
    2738
    
    
    IAE V2524-A5
    
    V12248, V12255
    
    Turkey4
    
    Airbus A319-100
    
    
    3424
    
    
    IAE V2524-A5
    
    V12862, V12865
    
    Thailand5
    
    Airbus A319-100
    
    
    3454
    
    
    IAE V2524-A5
    
    V12890, V12882
    
    Thailand6
    
    Airbus A320-200
    
    
    427
    
    
    CFM56-5A3
    
    731878, 731912
    
    Ireland7
    
    Airbus A320-200
    
    
    542
    
    
    IAE V2527-A5
    
    V10209, V10211
    
    Ireland8
    
    Airbus A320-200
    
    
    2453
    
    
    IAE V2527-A5
    
    V11944, V11954
    
    Singapore9
    
    Airbus A321-100
    
    
    550
    
    
    IAE V2530-A5
    
    V10117, V10214
    
    China10
    
    Airbus A321-100
    
    
    591
    
    
    IAE V2530-A5
    
    V10158, V10159
    
    China11
    
    Airbus A321-200
    
    
    993
    
    
    IAE V2533-A5
    
    V10525, V10524
    
    Hong Kong12
    
    Airbus A321-200
    
    
    2707
    
    
    CFM56-5B3/P
    
    577531, 577533
    
    France13
    
    Airbus A330-200
    
    
    448
    
    
    General Electric CF6-80E1-A3
    
    811158, 811159
    
    France14
    
    Airbus A330-200
    
    
    480
    
    
    Rolls-Royce TRENT 772B-60
    
    41228, 41229
    
    Canada15
    
    Airbus A330-200
    
    
    532
    
    
    Rolls-Royce TRENT772B-60
    
    41261, 41262
    
    Kingdom of Bahrain16
    
    Boeing 737-300
    
    
    26293
    
    
    CFM56-3C1
    
    724885, 724886
    
    Indonesia17
    
    Boeing 737-300
    
    
    26314
    
    
    CFM56-3C1
    
    858245, 858302
    
    United Arab Emirates18
    
    Boeing 737-300
    
    
    26315
    
    
    CFM56-3C1
    
    858166, 859158
    
    China19
    
    Boeing 737-300
    
    
    26317
    
    
    CFM56-3C1
    
    858196, 858197
    
    China20
    
    Boeing 737-300
    
    
    26325
    
    
    CFM56-3C1
    
    858303, 858304
    
    China21
    
    Boeing 737-400
    
    
    25111
    
    
    CFM56-3C1
    
    857851, 857853
    
    United States
 3.17(a)-1




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Airframe
    
    Airfra
    
    Engine ManufacturerManufacturer and
    
    me
    
    and
    
    
    
    Country ofModel
    
    MSN
    
    Engine Model
    
    Engine MSNs
    
    Registration22
    
    Boeing 737-400
    
    
    26335
    
    
    CFM56-3C1
    
    858354, 858356
    
    China23
    
    Boeing 737-400
    
    
    27628
    
    
    CFM56-3C1
    
    858493, 858494
    
    Turkey24
    
    Boeing 737-400
    
    
    27632
    
    
    CFM56-3C1
    
    858491, 858492
    
    Ireland25
    
    Boeing 737-400
    
    
    28053
    
    
    CFM56-3C1
    
    858690, 858691
    
    United States26
    
    Boeing 737-500
    
    
    28052
    
    
    CFM56-3C1
    
    858790, 858791
    
    Ireland27
    
    Boeing 737-700
    
    
    30036
    
    
    CFM56-7B22
    
    890473, 890474
    
    China28
    
    Boeing 737-800
    
    
    30664
    
    
    CFM56-7B27
    
    888150, 889137
    
    Denmark29
    
    Boeing 757-200ER
    
    
    30045
    
    
    Pratt & Whitney PW2040
    
    P728788, P728789
    
    Cape Verde30
    
    Boeing 757-200ER
    
    
    27620
    
    
    Pratt & Whitney PW2037
    
    P727206, P727207
    
    United States31
    
    Boeing 757-200ER
    
    
    26250
    
    
    Rolls-Royce RB211-535E4
    
    31673, 31674
    
    Ireland32
    
    Boeing 767-300ER
    
    
    27616
    
    
    General Electric CF6-80C2-B6F
    
    704741, 704742
    
    Ireland33
    
    Boeing 767-300ER
    
    
    27610
    
    
    General Electric CF6-80C2-B6F
    
    704517, 704980
    
    Ireland34
    
    Boeing 767-300ER
    
    
    28111
    
    
    Pratt & Whitney PW4062
    
    P724106, P724403
    
    Ireland35
    
    Boeing 767-300ER
    
    
    28207
    
    
    Pratt & Whitney PW4060
    
    P727767, P727768
    
    China36
    
    Boeing 767-300ER
    
    
    29435
    
    
    Pratt & Whitney PW4062
    
    P727827, P727828
    
    Ireland37
    
    Boeing 777-200ER
    
    
    32717
    
    
    General Electric GE90-94B
    
    900470, 900471
    
    Vietnam
 3.17(a)-2




---



##### 



SCHEDULE 3.17(b)
 LEASES
 *
 B737-300 aircraft bearing serial number 26315
   B737-300 aircraft bearing serial number 26317
   *
 A321-200 Aircraft bearing serial number 2707
  *
 B737-400 aircraft bearing serial number 27632
   *
 A330-200 aircraft bearing serial number 480
 
 
 3.17(b)-1




---



##### 



*
 B737-400 aircraft bearing serial number 25111
  *
 B737-300 Aircraft bearing serial number 26314
  *
 A319-100 aircraft bearing serial number 3424
   A319-100 aircraft bearing serial number 3454
   *
 B767-300ER aircraft bearing serial number 28111
   B767-300ER aircraft bearing serial number 29435
 
 
 317(b)-2




---



##### 



*
 B737-700 Aircraft bearing serial number 30036
  *
 B757-200ER aircraft bearing serial number 27620
  *
 A330-200 aircraft bearing serial number 532
  *
 B737-300 aircraft bearing serial number 26325
  B737-400 aircraft bearing serial number 26335
  
 
 (3.17(b)-3




---



##### 



*
 A321-200 aircraft bearing serial number 993
  *
 A319-100 aircraft bearing serial number 2404
  A319-100 aircraft bearing serial number 2452
  *
 A320-200 aircraft bearing serial number 2453
  *
 B767-300ER aircraft bearing serial number 27610
   *
 B737-400 aircraft bearing serial number 28053
  *
 B757-200ER aircraft bearing serial number 26250
 
 
 (3.17(b)-4




---



##### 



*
 B737-3Q8 aircraft bearing serial number 26293
   *
 B737-800 aircraft bearing serial number 30664
  *
 B767-300ER aircraft bearing serial number 28207
 A @
  *
 A321-100 aircraft bearing serial number 550
   
 
 3.17(b)-5




---



##### 



A321-100 aircraft bearing serial number 591
   *
 A330-200 aircraft bearing serial number 448
  *
 A320-200 aircraft bearing serial number 427
   B767-300ER aircraft bearing serial number 27616
   *
 B737-400 aircraft bearing serial number 27628
  *
 B737-500 aircraft bearing serial number 28052
 
 
 3.17(b)-6




---



##### 



*
 B757-2Q8ER Aircraft bearing serial number 30045
  *
 A319-100 aircraft bearing serial number 2738
  *
 B777-200ER aircraft bearing serial number 32717
  *
 A320-200 aircraft bearing serial number 542
   
 
 3.17(b)-7




---



##### 



SCHEDULE 9.01
 NOTICES
  
  th
  th
  
 9.01-1




---



##### 



EXHIBIT A
 COMMITMENTS
AND APPLICABLE PERCENTAGES
 Lender
    
    Commitment
    
    
    Applicable PercentageBank of America, N.A.
    
    $
    550,000,000
    
    
    
    100.000000000
    %Total
    
    $
    550,000,000
    
    
    
    100.000000000
    %
 A-1




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##### 



EXHIBIT B
 EXECUTION VERSION
 FORM OF SECURITY AGREEMENT
         
  
 B-1




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##### 



PAGEARTICLE I DEFINITIONS
    
    
    2Section 1.01 Definitions
    
    
    2Section 1.02 Construction and Usage
    
    
    6ARTICLE II SECURITY
    
    
    7Section 2.01 Grant of Security
    
    
    7Section 2.02 Security for Obligations
    
    
    9Section 2.03 Representations and Warranties of the Grantors
    
    
    10Section 2.04 Grantors Remain Liable
    
    
    11Section 2.05 Delivery of Collateral
    
    
    12Section 2.06 As to the Pool Aircraft Collateral
    
    
    12Section 2.07 As to the Equity Collateral and Investment Collateral
    
    
    13Section 2.08 Further Assurances
    
    
    14Section 2.09 Place of Perfection; Records
    
    
    15Section 2.10 Voting Rights; Dividends; Etc.
    
    
    15Section 2.11 Transfers and Other Liens; Additional Shares or Interests
    
    
    16Section 2.12 Collateral Agent Appointed Attorney-in-Fact
    
    
    16Section 2.13 Collateral Agent May Perform
    
    
    17Section 2.14 Covenant to Pay
    
    
    17Section 2.15 Delivery of Collateral Supplements
    
    
    17Section 2.16 Operational Covenants
    
    
    17Section 2.17 Insurance
    
    
    19Section 2.18 Covenant Regarding Control
    
    
    19Section 2.19 Covenant Regarding Collateral Account
    
    
    19Section 2.20 As to Irish Law
    
    
    19Section 2.21 Irish Charges Over Shares
    
    
    19ARTICLE III REMEDIES
    
    
    20Section 3.01 Remedies
    
    
    20Section 3.02 Priority of Payments
    
    
    20ARTICLE IV SECURITY INTEREST ABSOLUTE
    
    
    20Section 4.01 Security Interest Absolute
    
    
    20ARTICLE V THE COLLATERAL AGENT
    
    
    21Section 5.01 Authorization and Action
    
    
    21Section 5.02 Absence of Duties
    
    
    22Section 5.03 Representations or Warranties
    
    
    22
 i




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##### 



PAGESection 5.04 Reliance; Agents; Advice of Counsel
    
    
    22Section 5.05 No Individual Liability
    
    
    24ARTICLE VI SUCCESSOR COLLATERAL AGENT
    
    
    24Section 6.01 Resignation and Removal of the Collateral Agent
    
    
    24Section 6.02 Appointment of Successor
    
    
    24ARTICLE VII INDEMNITY AND EXPENSES
    
    
    25Section 7.01 Indemnity
    
    
    25Section 7.02 Secured Parties Indemnity
    
    
    26Section 7.03 No Compensation from Secured Parties
    
    
    26Section 7.04 Collateral Agent Fees
    
    
    26ARTICLE VIII MISCELLANEOUS
    
    
    27Section 8.01 Amendments; Waivers; Etc
    
    
    27Section 8.02 Addresses for Notices
    
    
    27Section 8.03 No Waiver; Remedies
    
    
    28Section 8.04 Severability
    
    
    28Section 8.05 Continuing Security Interest; Assignments
    
    
    28Section 8.06 Release and Termination
    
    
    29Section 8.07 Currency Conversion
    
    
    29Section 8.08 Governing Law
    
    
    30Section 8.09 Jurisdiction; Consent to Service of Process
    
    
    30Section 8.10 Counterparts
    
    
    30Section 8.11 Table of Contents, Headings, Etc
    
    
    31Section 8.12 Non-Invasive Provisions
    
    
    31Section 8.13 Limited Recourse
    
    
    31SCHEDULESSchedule I Aircraft ObjectsSchedule II Pledged Equity Interests; Pledged DebtSchedule III Trade NamesSchedule IV Chief Place of Business and Chief Executive or Registered OfficeSchedule V InsuranceEXHIBITSExhibit A-1 Form of Collateral SupplementExhibit A-2 Form of Grantor SupplementExhibit B Form of Charge Over Shares of Irish Subsidiary HoldcoExhibit C Form of Account Control Agreement
 ii




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##### 



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




---



##### 



Section 1.01 Definitions Certain Defined Terms
              2




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3




---



##### 



4




---



##### 



5




---



##### 



provided
  Terms Defined in the Cape Town Convention
 Terms Defined in the Credit Agreement
 Section 1.02 Construction and Usage
     6




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##### 



provided however
 
 Section Grant of Security
 Collateral
 Security Collateral
 7




---



##### 



Pledged Debt Collateral
 Membership Interest
Collateral
   Beneficial Interest
Collateral
  8




---



##### 



Investment Collateral
 Account Collateral
  provided however
 Section 2.02 Security for Obligations
 9




---



##### 



Section Representations and Warranties of the Grantors
     10




---



##### 



Section Grantors Remain Liable
 11




---



##### 



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




---



##### 



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




---



##### 



Section 2.08 Further Assurances
   14




---



##### 



Required Cape Town Registrations
  Section Place of Perfection; Records
 Section 2.10 Voting Rights; Dividends; Etc
 provided
  15




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



Section 5.01 Authorization and Action
  21




---



##### 



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




---



##### 



provided however
       23




---



##### 



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




---



##### 



Section 7.01 Indemnity provided
 provided
 25




---



##### 



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




---



##### 



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




---



##### 



For each Grantor:International Lease Finance Corporation10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Attention: Treasurer with a copy to the General CounselFacsimile: (310) 788-1990Telephone: (310) 788-1999For the Collateral Agent:Bank of America, N.A.1455 Market Street, 5th FloorCA5-701-05-19San Francisco, CA 94103Attention: Robert RittelmeyerFacsimile No. (415) 503-5099
  Section 8.03 No Waiver; Remedies
 Section 8.04 Severability
 Section 8.05 Continuing Security Interest; Assignments
 28




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



HYPERION AIRCRAFT INC., as a GrantorByName:Title:DELOS AIRCRAFT INC., as a GrantorByName:Title:APOLLO AIRCRAFT INC., as a GrantorByName:Title: 33




---



##### 



BANK OF AMERICA, N.A. not in its individual capacity but solely as the Collateral AgentByName:Title: 34




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OR REGISTERED OFFICE
 Name of Grantor
    
    Chief Executive Office, Chief Place of
Business or Registered Office
and Organizational ID (if applicable)Hyperion Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C3278477Delos Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C3278513Apollo Aircraft Inc.
    
    10250 Constellation Blvd.Suite 3400Los Angeles, CA 90067Facsimile: (310) 788-1990Telephone: (310) 788-1999Organizational ID: C3278478Artemis (Delos) Limited
    
    [As set forth in Grantor Supplement of Artemis
(Delos) Limited]
 IV-1




---



##### 



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




---



##### 



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




---



##### 



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




---



##### 



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




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##### 



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




---



##### 



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




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##### 



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




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##### 



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




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##### 



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




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##### 



A-2-2




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[Signature Page Follows]
 A-2-3




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By:Name:Title:
 A-2-4




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Airframe Manufacturer
    
    
    
    Engine ManufacturerAirframe MSN
    
    and Model
    
    Engine MSNs
    
    and Model
 A-2-5




---



##### 



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




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##### 



A-2-7




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##### 



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




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##### 



B-1




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##### 



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




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##### 



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




---



##### 



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




---



##### 



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




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##### 



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




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##### 



PLEDGOR:
    
    
    
    PLEDGEE:DELOS AIRCRAFT INC.
    
    
    
    BANK OF AMERICA, N.A.,as CollateralAgentBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:
 Telephone No.:
    
    
    
    
    
    Telephone No.:Address:
    
    Address:10250 Constellation Blvd., Suite 3400
Los Angeles, CA 90067
Attention: Treasurer with a copy to
the General Counsel
Facsimile No. (310) 788-1990
    
    1455 Market Street, 5th Floor
CA5-701-05-19
San Francisco, CA 94103
Attention: Robert Rittelmeyer
Facsimile No. (415) 503-5099Date: , 2010______
    
    Date: , 2010______
   BANC OF AMERICA SECURITIES LLC
 By:Name:
    John J. FaderTitle:
    AVPDate: March 17, 2010
  
  C-6




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##### 



Exhibit A  [Letterhead of the Pledgee]  [Date]
 A. BY FACSIMILE TRANSMISSION
 ((704) 335-6727) AND CERTIFIED MAIL
 
 Re:
    
    Delos Aircraft Inc.
Account No. 24901405
 B. NOTICE OF EXCLUSIVE CONTROL
  Collateral Account
  []
 Very truly yours,
BANK OF AMERICA, N.A., as Collateral
AgentBy:Name:Title:  C-7




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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. C-1




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##### 



1.
    
    Assignor[s]: ________________________________________________2.
    
    Assignee[s]: ________________________________________________[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]3.
    
    Borrower: Delos Aircraft Inc.4.
    
    Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement5.
    
    Credit Agreement: Term Loan 2 Credit Agreement dated as of March 17, 2010 among
International Lease Finance Corporation, as a Guarantor, Delos Aircraft Inc., as
the Borrower, Hyperion Aircraft Inc., as a Guarantor, Artemis (Delos) Limited, as a
Guarantor, Apollo Aircraft Inc., as a Guarantor, the lenders identified therein, as Lenders,
Bank of America, N.A., as the Administrative Agent, Bank of America, N.A., as the Collateral
Agent, and Goldman Sachs Lending Partners LLC, as Syndication Agent6.
    
    Assigned Interest[s]:
 Aggregate
    
    
    
    
    
    
    PercentageAmount of
    
    
    Amount of
    
    
    Assigned ofCommitment/Loans
    
    
    Commitment/Loans
    
    
    Commitment/
    
    
    CUSIPAssignor[s]5
    
    Assignee[s]6
    
    
    for all Lenders7
    
    
    Assigned
    
    
    Loans8
    
    
    Number$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    
    %
 [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.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. C-2




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##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 10
 BANK OF AMERICA, N.A., as
        Administrative AgentBy:Title: 11
 DELOS AIRCRAFT INC., as BorrowerBy:Title: 
 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. C-3




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ANNEX 1 TO ASSIGNMENT AND ASSUMPTION
   Representations and Warranties
 Assignor
 Assignee
 C-4




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Payments
 General Provisions
 C-5




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EXHIBIT D-1A
 Form of Opinion of Clifford Chance US LLP
    Company Credit Agreement Delos Hyperion Apollo Artemis Collateral Agent
   (a)
    
    Credit Agreement;(b)
    
    Security Agreement (the Security Agreement) dated as of March 17, 2010 among
Hyperion, Delos, Apollo, the additional grantors party thereto and the Collateral Agent.(c)
    
    Collateral Account Control Agreement (the Account Control Agreement) dated as
of March 17, 2010 among the Securities Intermediary, Delos and the Collateral Agent.(d)
    
    Intercreditor Agreement (the Intercreditor Agreement) dated as of March 17,
2010 among Hyperion, Delos, the Company and the Collateral Agent.
 Obligor Transaction Document Security Document




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NYUCC
     - 2 -




---



##### 



Financing Statement
 CALUCC DCUCC
 - 3 -




---



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Pledged Financial Assets
 Generally Applicable Law
       - 4 -




---



##### 



forum non conveniens
       - 5 -




---



##### 



et seq Bankruptcy Code
         - 6 -




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- 7 -




---



##### 



UCC Financing Statements
 - 8 -




---



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Schedule 1
    - 9 -




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EXHIBIT D-1B
 Form of Opinion of In-House Counsel to the Obligors
   Schedule I
  ILFC Term Loan 2
Credit Agreement Term Loan 2
Borrower Parent
Holdco CA Subsidiary Holdco Irish Subsidiary Holdco Guarantors Term Loan 2 Lenders Bank of America Term Loan 2
Administrative Agent Term
Loan 2 Collateral Agent Goldman Sachs Term Loan 2 Syndication Agent
    Security Agreement
 Account Control Agreement




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Schedule I
  Intercreditor
Agreement
 Share Charge
 ILFCs Articles of Incorporation
 Term Loan 2
Borrowers Articles of Incorporation
 Parent Holdcos
Articles of Incorporation
 CA Subsidiary
Holdcos Articles of Incorporation Opinion Parties Articles of Incorporation
 ILFCs Bylaws
 Term Loan 2 Borrowers
Bylaws
 Parent Holdcos Bylaws




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Schedule I
 CA Subsidiary Holdcos
Bylaws Opinion Parties Bylaws
 ILFCs Resolutions
 Term Loan 2 Borrowers Resolutions
 Parent Holdcos Resolutions
 CA Subsidiary Holdcos Resolutions
  Opinion Party Opinion
Parties Term Loan 2 Loan Document Term Loan 2 Loan
Documents




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Schedule I
    Applicable Laws Applicable Contracts Schedule II Governmental
Approval Governmental Authority




---



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Schedule I




---



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Schedule I
  Addressees




---



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Schedule I
 Schedule I
 th




---



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Schedule I
 Schedule II




---



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Schedule I




---



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Schedule I




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Schedule I




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EXHIBIT D-1C
 FORM OF OPINION OF A&L GOODBODY
 Addressees
  ILFC Credit
Agreement ILFC Collateral Agent Credit
Agreement Transaction
 1.
    
    We have examined copies of
 1.1.
    
    the Credit Agreement;1.2.
    
    the Security Agreement among Hyperion Aircraft Inc., Delos Aircraft Inc.,
Apollo Aircraft Inc. and the additional grantors referred to therein as grantors and
the Collateral Agent as collateral agent (the Security Agreement);1.3.
    
    the Intercreditor Agreement among Hyperion Aircraft Inc., Delos Aircraft
Inc., Apollo Aircraft Inc., ILFC, the Collateral Agent as the senior collateral agent,
and the junior lien representatives from time to time party thereto (the Intercreditor
Agreement);1.4.
    
    the agreements listed in Schedule 2 hereto (the Agreements);1.5.
    
    a corporate certificate of Artemis (Delos) Limited (the Company) dated [ ]
2010 (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 [ ] 2010;1.5.4.
    
    a copy of the power of attorney of the Company dated [ ] 2010; 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
Assumption Agreement and the Grantor Supplement (each as defined in Schedule 2 hereto) are
together called the New York Law Agreements.




---



##### 



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 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 Grantor
Supplement 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 Delos Aircraft Inc. is the
beneficial owner free from encumbrances of all right, title and interst 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:
 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;
 2




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##### 



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, 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 the Company is party has been duly executed
on behalf of the Company and the obligations on the part of Delos Aircraft Inc. under
the Share Charge are valid and legally binding on and are in a form capable of
enforcement against Delos Aircraft Inc. under the laws of Ireland in the courts of
Ireland, in accordance with their terms;3.4.
    
    no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;3.5.
    
    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;3.6.
    
    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 any Agreements, that any of 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 Grantor
Supplement and the Share Charge with the Irish Registrar of Companies within 21 days
of their execution;3.7.
    
    the Company is not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;3.8.
    
    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 Contractual
Obligations;3.9.
    
    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




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3.9.1.
    
    that the foreign court had jurisdiction, according to the laws of Ireland;3.9.2.
    
    that the Foreign Judgment was not obtained by fraud;3.9.3.
    
    that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;3.9.4.
    
    that the Foreign Judgment is final and conclusive;3.9.5.
    
    that the Foreign Judgment is for a definite sum of money; and3.9.6.
    
    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
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;3.10.
    
    the enforcement of the Companys obligations under the Credit Agreement, the
Security Agreement and the Intercreditor Agreement in accordance with the terms of the
Assumption Agreement, the Grantor Supplement and the laws of the State of New York
will be recognised and upheld by the Irish courts in accordance with paragraphs 3.8
and 3.9 above. In this respect, we refer you to the assumption at paragraph 2.7 above
and paragraph [ ] of the legal opinion of Clifford Chance as New York counsel to the
Collateral Agent dated the date hereof;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 Company pursuant to the Grantor Supplement in accordance with its terms, provided
 4




---



##### 



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 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
Company pursuant to the Grantor Supplement. Such liability would be computed by
reference to (i) amounts of income tax deducted by the Company from the wages of its
employees and (ii) amounts of value added tax in each case owing but not paid by the
Company to the Revenue (Relevant Amounts). However, the liability to pay to the
Revenue amounts received by it from the Company will be limited to amounts received
after the 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
 5




---



##### 



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 Grantor Supplement;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 Grantor Supplement, the fixed charges contained in the
Grantor Supplement may not be construed as fixed charges but as floating charges and
so become subject to prior claims of certain statutory preferential creditors;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 the Company in
respect of stamp duty may not be held to be binding on the Company;4.15.
    
    an Irish court may refuse to give effect to undertakings contained in any of the
Agreements that the Company 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 Grantor Supplement or the Share Charge or whether the property or assets comprised
in such security is owned by a Grantor, 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 3.11 or on the contractual terms of the relevant documents other than
by reference to the legal character thereof;
   6




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SCHEDULE 1
 The Addressees
 th
 
 
 
 7




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##### 



SCHEDULE 2
 The Agreements
  1.
    
    Irish Subsidiary Holdco Request and Assumption Agreement between the Company and the
Collateral Agent as administrative agent and collateral agent (the Assumption Agreement)2.
    
    Grantor Supplement between the Company as grantor and the Collateral Agent as collateral
agent (the Grantor Supplement)3.
    
    Share Charge among Delos Aircraft Inc. as chargor and the Collateral Agent as chargee in
respect of shares in the Company (the Share Charge)
 8




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##### 



EXHIBIT E-1A
 FORM OF OPINION OF CLIFFORD CHANCE US LLP,COUNSEL TO THE RELEVANT
RELEASE PARTIES
 
  
   Company Credit Agreement Delos Hyperion Apollo Artemis Collateral Agent
 1 Subject Lessor
Subsidiaries 2 Subject Intermediate Lessees
  [(a)
    
    Collateral Supplement (the Apollo Collateral Supplement[, and, together with
the Artemis Collateral Supplement, the Subject Collateral Supplements]) dated as of
the date hereof between Apollo and the Collateral Agent;][(b)
    
    Collateral Supplement (the Artemis Collateral Supplement[, and, together with
the Apollo Collateral Supplement, the Subject Collateral Supplements]) dated as of
the date hereof between Artemis and the Collateral Agent;][(c)
    
    Security Agreement (as amended, restated, supplemented or otherwise modified
from time to time on or prior to the date hereof, the Security Agreement) dated as of
March 17, 2010 among Hyperion, Delos, Artemis, Apollo, the additional grantors party
thereto and the Collateral Agent;]
 
 1
    
    Insert name of each Lessor Subsidiary whose
Equity Interest will be pledged.2
    
    Insert name of each Intermediate Lessee whose
Equity Interest will be pledged. - 1 -




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##### 



[(d)
    
    Credit Agreement;][(e)
    
    list any amendments (the Amendments)]
 US Obligor Obligor 3 Transaction Document
    NYUCC
  
 3
    
    Insert Apollo Collateral Supplement, Artemis
Collateral Supplement or Subject Collateral Supplements, as applicable. - 2 -




---



##### 



- 3 -




---



##### 



Financing Statement
 CALUCC DCUCC
 Generally Applicable Law
  - 4 -




---



##### 



forum non conveniens
    - 5 -




---



##### 



et seq Bankruptcy Code
      - 6 -




---



##### 



- 7 -




---



##### 



UCC Financing Statements
 - 8 -




---



##### 



Schedule 1
     - 9 -




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##### 



EXHIBIT E-1B
 FORM OF OPINION OF IN-HOUSE COUNSELTO THE RELEVANT RELEASE
PARTIES
  
 Schedule I
  ILFC Term Loan 2
Credit Agreement Term Loan 2
Borrower Parent
Holdco CA Subsidiary Holdco Irish Subsidiary Holdco Guarantors Term Loan 2 Lenders Bank of America Term Loan 2
Administrative Agent Term
Loan 2 Collateral Agent Goldman Sachs Term Loan 2 Syndication Agent
   Collateral Supplement No. [___]
 Security Agreement




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##### 



Schedule I
 Share Charge
 CA Subsidiary
Holdcos Articles of Incorporation
 CA Subsidiary Holdcos
Bylaws
 CA Subsidiary Holdcos Resolutions
 
 Transaction Document Transaction
Documents




---



##### 



Schedule I
  Applicable Laws Applicable Contracts Schedule II Governmental Approval Governmental Authority




---



##### 



Schedule I
        Addressees




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##### 



Schedule I




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##### 



Schedule I
 Schedule I
 th




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Schedule I
 Schedule II




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Schedule I




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Schedule I




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Schedule I




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EXHIBIT E-1C
 FORM OF OPINION OF A&L GOODBODY,COUNSEL TO THE RELEVANT
RELEASE PARTIES
 Addressees
  ILFC Credit
Agreement ILFC Artemis Apollo Collateral Agent Credit Agreement Transaction
 1.
    
    We have examined copies of
 1.1.
    
    the Credit Agreement;1.2.
    
    the Security Agreement dated [ ] 2010 among Delos 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 agreements listed in Schedule 2 hereto (the Agreements);1.4.
    
    a corporate certificate of Artemis dated [ ] 2010 (the Artemis Certificate)
attaching:
 1.4.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of Artemis;1.4.2.
    
    list of directors and secretary of Artemis;1.4.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
Artemis dated [ ] 2010;1.4.4.
    
    a copy of the power of attorney of Artemis dated [       ] 2010; and1.4.5.
    
    a copy of the specimen signatures;
 1.5.
    
    [a corporate certificate of [insert details of Irish-incorporated Subject
Lessor Subsidiary] (the Subject Lessor Subsidiary) dated [ ] 2010 (the Subject Lessor
Subsidiary Certificate) attaching:
 1.5.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of the Subject Lessor Subsidiary;




---



##### 



1.5.2.
    
    list of directors and secretary of the Subject Lessor Subsidiary;1.5.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
the Subject Lessor Subsidiary dated [ ] 2010;1.5.4.
    
    a copy of the power of attorney of the Subject Lessor Subsidiary dated [ ]
2010; and1.5.5.
    
    a copy of the specimen signatures;]
 1.6.
    
    [a corporate certificate of [insert details of Irish-incorporated Subject
Intermediate Lessee] (the Subject Intermediate Lessee) dated [ ] 2010 (the Subject
Intermediate Lessee Certificate) attaching:
 1.6.1.
    
    copies of the certificate of incorporation and memorandum and articles
of association of the Subject Intermediate Lessee;1.6.2.
    
    list of directors and secretary of the Subject Intermediate Lessee;1.6.3.
    
    a copy of the resolutions passed at the meeting of the board of directors of
the Subject Intermediate Lessee dated [ ] 2010;1.6.4.
    
    a copy of the power of attorney of the Subject Intermediate Lessee dated [ ]
2010; and1.6.5.
    
    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.[Artemis, the Subject Lessor Subsidiary and the Subject Intermediate Lessee are together
called the Companiesand each a Company. The Artemis Certificate, the Subject Lessor
Subsidiary Certificate and the Subject Intermediate Lessee Certificate are together called
the Certificatesand each a Certificate.]
 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
each of the Certificates are correct and up to date;
 2




---



##### 



2.5.
    
    the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Companies contained in each of 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 Agreements[,
other than the Share Charges,]1 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 Agreements[, other than the Share
Charges,]2 create 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 [Artemis]/[Apollo] is the
beneficial owner free from encumbrances of all right, title and interst in and to the
[Charged Property] (as defined in the Share Charges) and that it has delivered, or will deliver, to
the Collateral Agent each of the documents listed in Clause [ ] of each of the
Share Charges;2.9.
    
    the accuracy and completeness of all information appearing on public records;
and2.10.
    
    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.
 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:
 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 hereof, 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 Agreements, 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;
 
 1
    
    To be inserted where Share Charges are
governed by Irish law2
    
    To be inserted where Share Charges are
governed by Irish law 3




---



##### 



3.3.
    
    the Agreements to which any Company is party has been duly executed on behalf
of that Company [and the obligations on the part of [Artemis]/[Apollo] under the Share
Charges are valid and legally binding on and are in a form capable of enforcement
against [Artemis]/[Apollo] under the laws of Ireland in the courts of Ireland, in
accordance with their terms]3;3.4.
    
    no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;3.5.
    
    under the laws of Ireland in force at the date hereof, the claims of the
Collateral Agent against the Companies 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;3.6.
    
    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 Agreements with the Irish
Registrar of Companies within 21 days of their execution.3.7.
    
    the Companies are not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;3.8.
    
    in any proceedings taken in Ireland for the enforcement of the Collateral
Supplement (as defined in Schedule 2 hereto)4, 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 Agreement 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 Contractual Obligations;3.9.
    
    in any proceedings taken in Ireland for the enforcement of a judgment
obtained against Artemis5 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:
 3.9.1.
    
    that the foreign court had jurisdiction, according to the laws of Ireland;
 
 3
    
    To be inserted where Share Charges are
governed by Irish law4
    
    Include reference to any other document
governed by a foreign law5
    
    Include reference to any other
Irish-incorporated entity party to a New York law Agreement 4




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##### 



3.9.2.
    
    that the Foreign Judgment was not obtained by fraud;3.9.3.
    
    that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;3.9.4.
    
    that the Foreign Judgment is final and conclusive;3.9.5.
    
    that the Foreign Judgment is for a definite sum of money; and3.9.6.
    
    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 Artemis 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 Artemis, amounts claimed by or against
Artemis 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;
 3.10.
    
    the enforcement of the Companys obligations under the Security Agreement in
accordance with the terms of the Assumption Agreement dated [ ] 2010, the Collateral
Supplement and the laws of the State of New York will be recognised and upheld by the
Irish courts in accordance with paragraphs 3.8 and 3.9 above. In this respect, we
refer you to the assumption at paragraph 2.7 above and paragraph [ ] of the legal
opinion of Clifford Chance as New York counsel to the Collateral Agent dated [ ]
20106;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 Companies pursuant to the Agreements 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
 
 6
    
    Insert date of CC Effective Date opinion 5




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##### 



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 any of 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 of the Agreements 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 Agreements. 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 charges created
thereby by the 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
 6




---



##### 



to the debt in question. Section 1002 could be relevant to the security created by
the Agreements;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 Agreements, the fixed charges contained in the Agreements
may not be construed as fixed charges but as floating charges and so become subject to
prior claims of certain statutory preferential creditors;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
Agreement that any of 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 Agreements 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; and4.17.
    
    we express no opinion on any taxation matters other than as expressly set
out in paragraph 3.11 or on the contractual terms of the relevant documents other than
by reference to the legal character thereof.
   7




---



##### 



SCHEDULE 1
 The Addressees
 th
 
 
  8




---



##### 



SCHEDULE 2
 The Agreements
  1.
    
    [Share Charge between [Artemis]/[Apollo] as chargor and the Collateral Agent as charge in
respect of the shares in each Subject Lessor Subsidiary (the Subject Lessor Subsidiary Share
Charge)]72.
    
    [Share Charge between [Artemis]/Apollo] as chargor and the Collateral Agent as charge in
respect of the shares in each Subject Intermediate Lessee (the Subject Intermediate Lessee
Share Charge, together with the Subject Lessor Subsidiary Share Charge, the Share
Charges)]83.
    
    Collateral Supplement from Artemis to the Collateral Agent, duly acknowledged and agreed to
by the Collateral Agent (the Collateral Supplement)
 
 7
    
    To be inserted where (i) Share Charges
are governed by Irish law or (ii) chargor is Artemis8
    
    To be inserted where (i) Share Charges
are governed by Irish law or (ii) chargor is Artemis 9




---



##### 



EXHIBIT E-2
 FORM OF OPINION OF DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON
 DFPH&J DRAFT
___/___/10
 (NO EXISTING IR REGISTRATIONS)
 (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;2.
    
    based upon the Priority Search Certificates dated ___, 2010 obtained from the IR,
copies of which are attached hereto as Schedule 2 and incorporated herein by reference:
 E-2-1




---



##### 



(a)
    
    the Airframe and the Engines are not subject to any International
Interests that have not been discharged; and,(b)
    
    the Sale has been duly registered on the IR and constitutes a Sale, with respect to the
Airframe and the Engines;3.
    
    the Sale is 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 Sale is required under the CTT in order to maintain
the effectiveness and priority thereof.
   Very truly yours,Robert M. Peregrin
For the Firm
 E-2-2




---



##### 



SCHEDULE 1
          E-2-3




---



##### 



SCHEDULE 2
  E-2-2-4




---



##### 



SCHEDULE 3
 Description of Sale
  E-2-5




---



##### 



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 Sale is effective to constitute a 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)
    
    all 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)
    
    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;
 A-0




---



##### 



(ii)
    
    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,(iii)
    
    does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.
 A-1




---



##### 



DFPH&J DRAFT
___/___/10
 (EXISTING IR REGISTRATION)
 (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;2.
    
    based upon the Priority Search Certificates dated ___, 2010 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 Lease International
Interest, which has been assigned by the Lease Assignment 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;(c)
    
    the Lease Assignment Interest has been duly registered on the IR as an assignment of the
Lease International Interest; and,(d)
    
    the 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 Lease Assignment Interest
  Description of Sale
  Description of CTT Interests
  Σ 3 - 1




---



##### 



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 or a 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)
    
    all 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)
    
    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;
 A- 0




---



##### 



(ii)
    
    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,(iii)
    
    does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.
 A - 1




---



##### 



DFPH&J DRAFT
___/___/10
 (MULTIPLE EXISTING IR REGISTRATIONS)
 (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;2.
    
    based upon the Priority Search Certificates dated ___, 2010 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 Lease International
Interest, which has been assigned by the Lease Assignment 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;(c)
    
    the Lease Assignment Interest has been duly registered on the IR as an assignment of the
Lease International Interest;(d)
    
    the Sale has been duly registered on the IR and constitutes a Sale, with respect to the
Airframe and the Engines; and,(e)
    
    the Discharge has been duly registered on the IR as a Discharge of the Head Lease
International Interest;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 Lease Assignment Interest
  Description of Sale
  Description of Discharge
  Description of Head Lease International Interest
  Description of CTT Interests
  Σ 3 - 1




---



##### 



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 Sale or a Discharge 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)
    
    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;
 A-0




---



##### 



(ii)
    
    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,(iii)
    
    does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.
 A-1




---



##### 



DFPH&J DRAFT
___/___/10
 (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 ______, 2010 (the FAA Bill of
Sale) by International Lease Finance Corporation (ILFC), as seller, conveying
title to the Airframe to ______(the Trust), as purchaser, which FAA Bill of
Sale was filed at ______.m., C.S.T.;(b)
    
    AC Form 8050-1 Aircraft Registration Application dated ___, 2010 (the
Aircraft Registration Application) by the Trust, as applicant, with respect to the
Airframe, which Aircraft Registration Application was filed at ___.m., C.S.T.;(c)
    
    Affidavit of Citizenship dated ___, 2010 (the Affidavit) by ___, as
trustee (the Trustee) pursuant to Section 47.7(c)(2)(iii) of the Federal Aviation
Regulations, which Affidavit was filed at ___.m., C.S.T.;(d)
    
    Trust Agreement dated as of ___, 2010 (the Trust Agreement) between
the Trustee and ___, which Trust Agreement was filed at ___.m., C.S.T.; and,(e)
    
    Assignment and Assumption Agreement dated as of ___, 2010 (the
Assignment) between ILFC, as assignor, and the Trust, 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 Trust, which Assignment was filed at ___.m., C.S.T.




---



##### 



6.
    
    the Airframe and the Engines constitute Aircraft Objects based upon the Interim Updatable
List of Eligible Aircraft Objects compiled by the FAA;7.
    
    the Aircraft Registration Application, the 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;8.
    
    the FAA Bill of Sale and the Assignment 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;9.
    
    the Airframe is eligible for registration by the FAA for purposes of the Transportation Code
in the name of the Trust and the filing with the FAA of the FAA Bill of Sale, the Aircraft
Registration Application, the Affidavit and the Trust Agreement will cause the FAA to register
the Airframe, in due course, in the name of the Trust, at which time the FAA will issue an AC
Form 8050-3 Certificate of Aircraft Registration in the name of the Trust, pursuant to and in
accordance with the Transportation Code;10.
    
    the owner of the Airframe for registration purposes at the FAA is the Trust and the Airframe
and the Engines are free and clear of liens and encumbrances of record at the FAA except as
created by the Lease, as assigned by the Assignment;11.
    
    the rights of the Trust, 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;12.
    
    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 Trust;




---



##### 



13.
    
    based upon the Priority Search Certificates dated ___, 2010 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 CTT Lease Interest, which has been
assigned to the Trust by the CTT Assignment 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 Sale has been duly registered on the IR and constitutes a Sale with respect to the
Airframe and the Engines; and,(d)
    
    the CTT Assignment Interest has been duly registered on the IR as an Assignment of the CTT
Lease Interest;14.
    
    the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto;15.
    
    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 Trust; and,(b)
    
    maintain the lien and priority of the Lease, as assigned by the Assignment, with respect to
the Airframe and the Engines; and,16.
    
    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
Lease, as assigned by the Assignment, except for such filings as are referred to above and the
prior filing of the Lease with the FAA.




---



##### 



Very truly yours,Robert M. PeregrinFor the Firm




---



##### 



SCHEDULE 1




---



##### 



SCHEDULE 2




---



##### 



SCHEDULE 3
 Description of Lease




---



##### 



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 the Lease was concluded, the Debtor was situated, pursuant to the CTT, in the
United States;(v)
    
    the necessary parties under each of the Lease and the Assignment 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 or an Assignment 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)
    
    the Trust qualifies as a citizen of the United States as defined in the Transportation
Code;
 A-0




---



##### 



(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 and the Assignment; 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-1




---



##### 



(i)
    
    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;(ii)
    
    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;(iii)
    
    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;(iv)
    
    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;(v)
    
    no opinion is expressed herein as to laws other than the CTT and the Transportation Code;(vi)
    
    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,(vii)
    
    since our examination was limited to records maintained by the FAA and the IR, our opinion:(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;
 A-2




---



##### 



(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-3




---



##### 



EXHIBIT F
 FORM OF NOTE
 _________, 20___
 Borrower Lender Agreement
    F-1




---



##### 



DELOS AIRCRAFT INC.By:Name:Title: 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
 F-3




---



##### 



EXHIBIT G
 FORM OF ADMINISTRATIVE QUESTIONNAIRE
 ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 FAX ALONG WITH COMMITMENT LETTER TO: Carla Ruiz-NeyFAX #704.264.2472
 I. Borrower Name: Delos Aircraft Inc.
 
 II. Legal Name of Lender of Record for Signature Page:
 
    
    Signing Credit Agreement       YES       NO
    
    Coming in via Assignment       YES       NO
 III. Type of Lender:
 (Bank, Asset Manager, Broker/Dealer, CLO/CDO, Finance Company, Hedge Fund, Insurance, Mutual Fund,
Pension Fund, Other Regulated Investment Fund, Special Purpose Vehicle, Other  please specify)
 IV. Domestic Address:
    
    V. Eurodollar Address:
 VI. Contact Information :
 Syndicate level information (which may contain material non-public information about the
Borrower and its related parties or their respective securities will be made available to the
Credit Contact(s). The Credit Contacts identified must be able to receive such information in
accordance with his/her institutions compliance procedures and applicable laws, including Federal
and State securities laws.
 Primary
    
    SecondaryCredit Contact
    
    Operations Contact
    
    Operations ContactName:Title:Address:Telephone:Facsimile:E Mail Address:IntraLinks E Mail
Address:
 
 
 
 1




---



##### 



ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 Letter of Credit
    
    Draft DocumentationContact
    
    Contact
    
    Legal CounselName:Title:Address:Telephone:Facsimile:E Mail Address:
 VII. Lenders Standby Letter of Credit, Commercial Letter of Credit, and Bankers Acceptance Fed
Wire Payment Instructions (if applicable):
  
 
 
 
 VIII. Lenders Fed Wire Payment Instructions:
  (Bank Name)(ABA#)
    
    (City/State)(Account #)
    
    (Account Name)(Attention)
 IX. Organizational Structure and Tax Status
 
 
 2




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ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
 Please refer to the enclosed withholding tax instructions below and then complete this section
accordingly:
 Lender Taxpayer Identification Number (TIN):
    
    -
  W-9
 W-8BEN
 W-8ECI
 W-8EXP
 W-8IMY
 Tax ContactName:Title:Address:Telephone:Facsimile:E Mail Address:
    An original tax form must be submitted.
  
 
 3




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ADMINISTRATIVE DETAILS REPLY FORM  US DOLLAR ONLY
 CONFIDENTIAL
  Original tax form(s) must be
submitted
  Please be advised
that we require 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 on or prior to the date on which your
institution becomes a lender under the Credit Agreement. Failure to provide the proper tax form
when requested will subject your institution to U.S. tax withholding.
  X. Bank of America Payment Instructions:
 Pay to:
    
    Bank of America
ABA# 026009593
Acct# 001292000883
Acct Name: Large Corporate Loans
Ref: Delos Aircraft Inc.
 
 
 4




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EXHIBIT H
 FORM OF INTERCREDITOR AGREEMENT
 EXECUTION VERSION
 INTERCREDITOR AGREEMENT
 INTERCREDITOR AGREEMENT Agreement HYPERION
AIRCRAFT INC. Parent Holdco DELOS AIRCRAFT INC., Borrower APOLLO AIRCRAFT INC. CA Subsidiary Holdco ARTEMIS (DELOS) LIMITED Irish Subsidiary Holdco INTERNATIONAL LEASE
FINANCE CORPORATION ILFC BANK OF AMERICA, N.A. Bank of
America
 WHEREAS Senior Loan
Agreement
 WHEREAS Senior Security Agreement Senior Loan Documents
 WHEREAS
 WHEREAS




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WHEREAS
 WHEREAS
 NOW THEREFORE
 Definitions
 Agreement
 Borrower
 Case
 CA Subsidiary Holdco
 Bank of America
 Control Controlling Controlled
 Controlling Loan Documents
 Controlling Obligations
 Controlling Parties
 Controlling Representative
 2




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Default
 Equity Interests
 Event of Default
 GAAP
 Governmental Authority
 Grantor
 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
 Intercreditor Confirmation
 3




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Irish Subsidiary Holdco
 Junior Collateral
 Junior Event of Default
 Junior Lenders
 Junior Lien
 Junior Lien Debt provided
 provided
  4




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Junior Lien Designation
 Junior Lien Documents
 Junior Lien Obligations
 Junior Lien Representative
 Junior Lien Supplement
 Junior Secured Obligations
 Junior Secured Parties
 Laws
 5




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Lenders
 Lien
 Parent Holdco
 Person
 Secured Debt
 Secured Debt Representatives
 Senior Administrative Agent
 Senior Agent
 Senior Collateral Agent
 Senior Documents
 Senior Event of Default
 Senior Obligations
 Senior Lenders
 Senior Loan Agreement
 Senior Loan Documents
 6




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Senior Loan Maturity Date
 Senior Loans
 Senior Secured Obligations
 Senior Secured Parties
 Senior Security Agreement
 Series of Junior Lien Debt
 subsidiary parent
 Subsidiary
 Transferee
 UCC provided however
 Unpledged Intercompany Debt
  Relative Priorities
 7




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##### 



Priority of Payments
 first
 second
 third
 Prohibition on Contesting Liens
 8




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##### 



Agreement of Parent Holdco
 Agreement of Junior Secured Parties
 Agreement of Intercompany Lenders
 Filings and Registrations
   Restriction on Remedies, Subordinated Security Agreement, Etc.
  9




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##### 



10




---



##### 



Standstill Period
 11




---



##### 



provided however provided further
 Terms of Subordination of Junior Lien Obligations
    12




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##### 



13




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##### 



Terms of Subordination of Intercompany Debt Obligations
    14




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15




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##### 



16




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##### 



Amendments
 Negative Covenants of Junior Secured Parties
 Transferee
   17




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##### 



Negative Covenants of Intercompany Lenders
 Transferee
   Miscellaneous
 Submission to Jurisdiction; Venue
 18




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##### 



WAIVER OF JURY TRIAL
 GOVERNING LAW
 Notices and Communications
    19




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##### 



th
 Waiver of Marshalling and Similar Rights; Waiver Under UCC
  Enforcement
 Obligations of Junior Secured Parties Not Affected
 20




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##### 



Obligations of Intercompany Lenders Not Affected
   21




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##### 



Benefit of Agreement
 Complete Agreement
 Further Assurances
 22




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##### 



Counterparts; Integration; Effectiveness
 Severability .
 Senior Collateral Agent .
 [Remainder of Page Intentionally Left Blank]
 23




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##### 



BANK OF AMERICA, N.A., as Senior Collateral AgentBy:Name:Title:INTERNATIONAL LEASE FINANCE CORPORATIONBy:Name:Title:HYPERION AIRCRAFT, INC.By:Name:Title:DELOS AIRCRAFT, INC.By:Name:Title:APOLLO AIRCRAFT INC.By:Name:Title: 24




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##### 



Exhibit A
  Intercreditor Agreement Parent Holdco
 specify title
 Additional Secured Debt
   
 describe applicable indenture, credit agreement or other document governing the additional
secured debt
  A-1




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##### 



[Signature Page Follows]
 A-2




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##### 



HYPERION AIRCRAFT, INC.By:Name:Title:
  
 By:Name:Title:
 A-3




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##### 



Exhibit B
  Intercreditor Agreement Parent Holdco
 Joinder     New
Representative describe applicable
indenture, credit agreement or other document governing the additional secured debt
 Lien Sharing and Priority Confirmation
    
 B-1




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##### 



Representation and Warranty
 Governing Law and Miscellaneous Provisions
 [Signature Page Follows]
 B-2




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##### 



[Insert name of New Representative]By:Name:Title:
  
 By:Name:Title:
 B-3




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##### 



EXHIBIT I
 FORM OF LTV CERTIFICATE
 INTERNATIONAL LEASE FINANCE CORPORATION
 LTV CERTIFICATE
  Credit Agreement Borrower
  (i)
    
    The LTV Determination Date is ____________ ___, 20___;(ii)
    
    The aggregate outstanding principal amount of the Loans as of such LTV
Determination Date is $[_________]. For the avoidance of doubt, any payment
or prepayment of the Loans on or before such 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 LTV Determination Date is $[_________];(iv)
    
    The ratio of (ii) to (iii) is ______(the Loan-to-Value Ratio);(v)
    
    The Loan-to-Value Ratio [does] [does not] exceed 63%;(vi)
    
    [The Borrower will, within three Business Days following the delivery of this
LTV Certificate, prepay [all of the Loans][a portion of the Loans in the amount of
$[___]______;](vii)
    
    [The Transaction Parties [have transferred][will, within [45][120] days
following the delivery of this LTV Certificate, transfer] to Lessor Subsidiary the
following Non-Pool Aircraft: _________;] and
 I-1




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##### 



(viii)
    
    Set forth on Annex I attached hereto is a complete list of all PS Pool
Aircraft [that are Pool Aircraft] [that are Undelivered Pool Aircraft] as of such LTV
Determination Date (which list shall replace Schedule 3.17(a) hereto upon delivery of
this LTV Certificate), together with three Appraisals, each conducted by a Qualified
Appraiser, of any Aircraft added (or being proposed to be added pursuant to an LTV
Cure) to the Designated Pool since the immediately preceding LTV Determination Date.
  By:Name:Title: I-2




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##### 



ANNEX I
  Pool Aircraft
  Undelivered Pool Aircraft
  I-3




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##### 



EXHIBIT J
 FORM OF RELEASE REQUEST
  
  Credit
Agreement Borrower ILFC Parent Holdco CA
Subsidiary Holdco Irish Subsidiary Holdco Administrative Agent Collateral Agent
 Release
 Release Date
 Engine ModelCountry
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (including generic
    
    
    
    
    
    
    
    
    
    
    RelevantReg.
    
    
    Airframe Mftr. and
    
    
    Airframe
    
    
    
    
    
    
    
    
    
    
    manufacturer and
    
    
    Engine
    
    
    Relevant Lessor
    
    
    Intermediate Lessee
    
    
    Relevant Released
    
    
    Relevant InitialNo.
    
    
    Model
    
    
    MSN
    
    
    Vintage
    
    
    Engine Mftr.
    
    
    model)
    
    
    MSNs
    
    
    Subsidiary
    
    
    (if any)
    
    
    Loans
    
    
    Appraised Value
 Aggregate
Applicable Released Loans Aggregate Requested Release Amount
 J-1




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##### 



J-2




---



##### 



DELOS AIRCRAFT INC., as BorrowerBy:Name:Title: [___], as Lessor SubsidiaryBy:Name:Title:[___, as Intermediate Lessee]By:Name:Title: J-3




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##### 



EXHIBIT K
 FORM OF IRISH SUBSIDIARY HOLDCO REQUEST
AND ASSUMPTION AGREEMENT
   th
  Agreement Borrower Credit Agreement
 Irish Subsidiary Holdco
   Jurisdiction of Organization
    
    Identification NumberIreland
    
    []
  K-1




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##### 



IN WITNESS WHEREOF
 SIGNED AND DELIVERED AS A DEED for and on
behalf of ARTEMIS (DELOS) LIMITED by 
its duly appointed attorney:
in the presence of:
    
    ARTEMIS (DELOS) LIMITEDBy:By:
    
    
    
    
    
    Name:Name:
    
    
    
    Title:Address:Occupation:
  BANK OF AMERICA, N.A.,
as Administrative Agent and Collateral AgentBy:Name:Title: K-2




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##### 



ANNEX 1
 PROHIBITED COUNTRIES
      1-1