exv10w2




Exhibit
10.2


 




EXECUTION VERSION





TERM LOAN 1 CREDIT AGREEMENT




dated as of



March 17, 2010



among



INTERNATIONAL LEASE FINANCE CORPORATION, as Borrower,



ILFC IRELAND LIMITED and ILFC (BERMUDA) III, LTD., as Intermediate Lessees,



the lenders identified herein, as Lenders,



BANK OF AMERICA, N.A., as Administrative Agent,



BANK OF AMERICA, N.A., as Collateral Agent,



and



GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent



 





BANC OF AMERICA SECURITIES LLC



and



GOLDMAN SACHS LENDING PARTNERS LLC



as Joint Lead Arrangers



 




CUSIP No. 45974TAE3



 









 





TABLE OF CONTENTS

 



	 	 	 	 	 
	 	 	Page
	ARTICLE 1

 Definitions
	 	 	 	 
	 
	 	 	 	 
	Section 1.01 . Defined Terms

	 	 	1	 
	Section 1.02 . Terms Generally

	 	 	23	 
	Section 1.03 . Accounting Terms; Changes in GAAP

	 	 	24	 
	Section 1.04 . Times

	 	 	24	 
	 
	 	 	 	 
	ARTICLE 2

 The Credits
	 	 	 	 
	 
	 	 	 	 
	Section 2.01 . Commitment

	 	 	24	 
	Section 2.02 . Request to Borrow Loans

	 	 	24	 
	Section 2.03 . Funding of Loan

	 	 	24	 
	Section 2.04 . Interest

	 	 	25	 
	Section 2.05 . Payment at Maturity; Evidence of Debt

	 	 	25	 
	Section 2.06 . Optional and Mandatory Prepayments

	 	 	26	 
	Section 2.07 . Fees

	 	 	26	 
	Section 2.08 . Taxes

	 	 	26	 
	Section 2.09 . Payments Generally; Pro Rata Treatment; Sharing of Set-offs

	 	 	32	 
	Section 2.10 . Changes to the Designated Pool; Intermediate Lessees; Owner Trusts

	 	 	34	 
	Section 2.11 . Defaulting Lenders

	 	 	39	 
	 
	 	 	 	 
	ARTICLE 3 

 Representations and Warranties
	 	 	 	 
	 
	 	 	 	 
	Section 3.01 . Organization, etc

	 	 	40	 
	Section 3.02 . Authorization; Consents; No Conflict

	 	 	40	 
	Section 3.03 . Validity and Binding Nature

	 	 	41	 
	Section 3.04 . Financial Statements

	 	 	41	 
	Section 3.05 . Litigation and Contingent Liabilities

	 	 	41	 
	Section 3.06 . Security Interest

	 	 	41	 
	Section 3.07 . Employee Benefit Plans

	 	 	42	 
	Section 3.08 . Investment Company Act

	 	 	42	 
	Section 3.09 . Regulation U

	 	 	42	 
	Section 3.10 . Information

	 	 	43	 
	Section 3.11 . Compliance with Applicable Laws, etc

	 	 	43	 
	Section 3.12 . Insurance

	 	 	43	 
	Section 3.13 . Taxes

	 	 	43	 
	Section 3.14 . Borrower Information

	 	 	44	 






ii









 






	 	 	 	 	 
	 	 	Page
	Section 3.15 . Solvency

	 	 	44	 
	Section 3.16 . Sanctions

	 	 	44	 
	Section 3.17 . Description of Aircraft and Leases

	 	 	44	 
	Section 3.18 . Ownership

	 	 	44	 
	Section 3.19 . Use of Proceeds

	 	 	44	 
	 
	 	 	 	 
	ARTICLE 4 

 Conditions
	 	 	 	 
	 
	 	 	 	 
	Section 4.01 . Effective Date

	 	 	45	 
	Section 4.02 . Quiet Enjoyment Letters

	 	 	48	 
	 
	 	 	 	 
	ARTICLE 5

 Covenants 
	 	 	 	 
	 
	 	 	 	 
	Section 5.01 . Legal Existence and Good Standing

	 	 	48	 
	Section 5.02 . Protection of Security Interest of the Lenders

	 	 	48	 
	Section 5.03 . Ownership, Operation and Leasing of Pool Aircraft

	 	 	49	 
	Section 5.04 . Limitation on Disposition of Aircraft

	 	 	49	 
	Section 5.05 . Payment of Taxes or Other Claims

	 	 	50	 
	Section 5.06 . Representations Regarding Operation

	 	 	50	 
	Section 5.07 . Compliance with Laws, Etc

	 	 	50	 
	Section 5.08 . Notice of Adverse Claim or Loss

	 	 	50	 
	Section 5.09 . Reporting Requirements

	 	 	51	 
	Section 5.10 . Limitation on Transactions with Affiliates

	 	 	53	 
	Section 5.11 . Inspections

	 	 	54	 
	Section 5.12 . Use of Proceeds; Margin Regulations

	 	 	54	 
	Section 5.13 . Insurance

	 	 	54	 
	Section 5.14 . UNSC, EU and United States Sanctions and Export Restrictions

	 	 	54	 
	Section 5.15 . Sanctions

	 	 	55	 
	Section 5.16 . Loan-to-Value Ratio; Average Age

	 	 	55	 
	Section 5.17 . Mergers, Consolidations and Sales of Assets

	 	 	56	 
	Section 5.18 . Requirements Following Additions to Designated Pool

	 	 	57	 
	 
	 	 	 	 
	ARTICLE 6 

 Events of Default


	 	 	 	 
	 
	 	 	 	 
	ARTICLE 7 

 Guaranty
	 	 	 	 
	 
	 	 	 	 
	Section 7.01 . Guaranty

	 	 	59	 
	Section 7.02 . Contribution

	 	 	60	 
	Section 7.03 . Guaranty Absolute

	 	 	60	 
	Section 7.04 . Waiver and Acknowledgments

	 	 	63	 
	Section 7.05 . Subrogation

	 	 	64	 
	Section 7.06 . Payment Free and Clear of Taxes

	 	 	64	 
	Section 7.07 . No Waiver; Remedies

	 	 	65	 






iii









 






	 	 	 	 	 
	 	 	Page
	Section 7.08 . Continuing Guaranty

	 	 	65	 
	Section 7.09 . Subordination of Certain Intercompany Indebtedness

	 	 	65	 
	Section 7.10 . Limit of Liability

	 	 	65	 
	 
	 	 	 	 
	ARTICLE 8 

 Agents
	 	 	 	 
	 
	 	 	 	 
	Section 8.01 . Appointment and Authority

	 	 	65	 
	Section 8.02 . Rights as a Lender

	 	 	66	 
	Section 8.03 . Exculpatory Provisions

	 	 	67	 
	Section 8.04 . Reliance by each Agent

	 	 	67	 
	Section 8.05 . Delegation of Duties

	 	 	68	 
	Section 8.06 . Resignation of Administrative Agent

	 	 	68	 
	Section 8.07 . Non-Reliance on Agents and Other Lenders

	 	 	68	 
	Section 8.08 . No Other Duties, etc

	 	 	69	 
	Section 8.09 . Administrative Agent May File Proofs of Claim

	 	 	69	 
	Section 8.10 . Collateral and Guaranty Matters

	 	 	69	 
	 
	 	 	 	 
	ARTICLE 9 

 Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 9.01 . Notices Generally

	 	 	70	 
	Section 9.02 . Waivers; Amendments

	 	 	72	 
	Section 9.03 . Expenses; Indemnity; Damage Waiver

	 	 	73	 
	Section 9.04 . Successors and Assigns

	 	 	75	 
	Section 9.05 . Assignments by Lenders

	 	 	75	 
	Section 9.06 . Replacement of Lenders

	 	 	79	 
	Section 9.07 . Survival

	 	 	79	 
	Section 9.08 . Counterparts; Integration; Effectiveness

	 	 	79	 
	Section 9.09 . Severability

	 	 	80	 
	Section 9.10 . Applicable Law

	 	 	80	 
	Section 9.11 . Jurisdiction; Consent to Service of Process

	 	 	80	 
	Section 9.12 . WAIVER OF JURY TRIAL

	 	 	81	 
	Section 9.13 . Headings

	 	 	81	 
	Section 9.14 . Confidentiality

	 	 	81	 
	Section 9.15 . Right of Setoff

	 	 	82	 
	Section 9.16 . No Advisory or Fiduciary Responsibility

	 	 	83	 
	Section 9.17 . Interest Rate Limitation

	 	 	85	 
	Section 9.18 . USA Patriot Act

	 	 	85	 






iv









 






SCHEDULES:




Schedule 1.01(a) – Material Agreements

Schedule 3.06 – Permitted Liens

Schedule 3.14 – Borrower Party Information

Schedule 3.17(a) – Pool Aircraft

Schedule 3.17(b) – Leases

Schedule 9.01 – Notices




EXHIBITS:




Exhibit A – Commitments and Applicable Percentages

Exhibit B – Form of Mortgage

Exhibit C – Form of Assignment and Assumption

Exhibit D – Form of Borrower Party Request and Assumption Agreement

Exhibit E-1A – Form of Opinion of Clifford Chance US LLP

Exhibit E-1B – Form of Opinion of In-House Counsel to the Borrower

Exhibit E-1C – Form of Opinion of A&L Goodbody

Exhibit E-2 – Form of Opinion of Daugherty, Fowler, Peregrin & Haught

Exhibit F – Form of Note

Exhibit G –Form of Administrative Questionnaire

Exhibit H – Form of Intercreditor Agreement

Exhibit I – Form of LTV Certificate




ANNEXES:




Annex 1 – Prohibited Countries






v









 








     CREDIT AGREEMENT (this “Agreement”) dated as of March 17, 2010 among International Lease
Finance Corporation, a California corporation (the “Borrower”), ILFC Ireland Limited, a private
limited liability company incorporated under the laws of Ireland, and ILFC (Bermuda) III, Ltd., a
Bermuda company (collectively, the “Initial Intermediate Lessees”), certain Intermediate Lessees
party hereto pursuant to Section 2.10(c), the lenders from time to time party to this Agreement
(collectively, the “Lenders”), Bank of America, N.A. (“Bank of America”), as Administrative Agent,
Bank of America as the Collateral Agent and Goldman Sachs Lending Partners LLC (“Goldman Sachs”),
as syndication agent (in such capacity, the “Syndication Agent”).



     WHEREAS, the Borrower desires to borrow funds under this Agreement subject to the terms and
conditions set forth herein;



     WHEREAS, the Borrower is willing to secure its obligations under this Agreement and the other
Loan Documents, by granting Liens on certain of its assets to the Collateral Agent, for the benefit
of the Secured Parties, as provided in the Security Documents;



     WHEREAS, each of the Initial Intermediate Lessees is a wholly-owned subsidiary of the
Borrower, and each of the Initial Intermediate Lessees is willing to guarantee on a limited basis
the Obligations of the Borrower and to secure its Guaranteed Obligations by granting Liens on the
Aircraft Assets held by such Initial Intermediate Lessee to the Collateral Agent, for the benefit
of the Secured Parties, as provided in the Security Documents;



     WHEREAS, the Lenders are willing to make loans to the Borrower if the foregoing Obligations of
the Borrower are guaranteed and secured as described above and subject to the other terms and
conditions set forth herein;



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE 1

Definitions




     Section 1.01 . Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “Administrative Agent” means the Person appointed at any time as administrative agent
hereunder. The initial Administrative Agent is Bank of America.



     “Administrative Agent’s Account” means:


Bank of America, NA

ABA 026009593

Account 1292000883

Attn: Corporate Loans

Ref: Customer




 









 








     or such other account as the Administrative Agent notifies the Borrower and the Lenders in
writing from time to time.



     “Administrative Agent’s Office” means Bank of America, N.A., 1455 Market Street,
5th Floor, CA5-701-05-19, San Francisco, CA 94103, Attention: Robert Rittelmeyer, or
such other address as the Administrative Agent notifies the Borrower and the Lenders in writing
from time to time.



     “Administrative Questionnaire” means an administrative questionnaire in substantially the form
of Exhibit G or any other form approved by the Administrative Agent.



     “Adverse Claim” means any Lien or any claim of ownership or other property right, other than
Permitted Liens (it being agreed for purposes of clarification that a transfer of an ownership
interest or other right in a Pool Aircraft and any related Lease to a Person that is not a Borrower
Party is not an Adverse Claim, subject to the Borrower Parties’ maintaining compliance with
Sections 2.10, 5.04 and 5.16).



     “Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with such specified Person.



     “Agent” means each of the Administrative Agent, the Collateral Agent and the Syndication
Agent.



     “Aggregate Commitments” means the aggregate Commitments of all the Lenders.



     “Agreement” has the meaning set forth in the introductory paragraph of this Agreement.



     “Aircraft” means the Pool Aircraft and the Non-Pool Aircraft.



     “Aircraft Assets” means the Aircraft Collateral and any related Security Deposits or
Maintenance Rent.



     “Aircraft Collateral” means all Collateral of the type described in clauses (a), (b) and (f)
of Section 2.01 of the Mortgage.



     “Applicable Foreign Aviation Law” means, with respect to any Aircraft, any applicable law,
rule or regulation (other than the FAA Act) of any Government Authority of any jurisdiction not
included in the United States or in any state, territory or possession of the United States
governing the registration, ownership, operation, or leasing of all or any part of such Aircraft,
or the creation, recordation, maintenance, perfection or priority of Liens on all or any part of
such Aircraft.



     “Applicable Margin” means 4.75% per annum; provided that for any period in which the Base Rate
applies to the Loans, the Applicable Margin shall be 3.75% per annum.



     “Applicable Percentage” means with respect to any Lender at any time, the percentage (carried
out to the ninth decimal place) of the Aggregate Commitments represented by such



2









 





Lender’s Commitment at such time. If the commitment of each Lender to make Loans has been terminated
pursuant to Article 6 or if the Aggregate Commitments have expired, then the Applicable Percentage
of each Lender shall be determined based on the Applicable Percentage of such Lender most recently
in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each
Lender is set forth opposite the name of such Lender on Exhibit A or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable.




     “Appraisal” means with respect to any Pool Aircraft, a “desk top” appraisal of such Pool
Aircraft by a Qualified Appraiser, which appraisal opines as to the Base Value of such Pool
Aircraft, assuming that if such Pool Aircraft is (i) less than one year since its date of
manufacture, it has 100% remaining maintenance condition life, (ii) between one and three years
since its date of manufacture, it has 75% remaining maintenance condition life and (iii) greater
than three years since its date of manufacture, it is in “half-time” remaining maintenance
condition life.



     “Appraisal Date” means each sixth-month anniversary of the Effective Date.



     “Appraised Value” means, with respect to any Pool Aircraft as of any LTV Determination Date,
the value of such Pool Aircraft as of such date, calculated by taking the lesser of the average and
the median of the most recent Appraisals conducted with respect to such Pool Aircraft pursuant to
Section 5.09(a)(viii); provided that notwithstanding any Appraisal to the contrary:




     (a) if, as of any date, (i) any Pool Aircraft (A) is leased to a lessee that is
organized under the laws of or domiciled in a Prohibited Country (and, if the country in
which a lessee is organized under the laws of or domiciled in becomes a Prohibited Country
as a result of the jurisdiction in which such lessee is organized under or domiciled
becoming a Prohibited Country after the date the applicable Aircraft and Lease with such
lessee were included in the Designated Pool, the leasing of such Pool Aircraft to such
lessee continues for the later of (x) more than 120 days and (y) the period the applicable
Borrower Party is mandatorily prevented by operation of law from repossessing such Pool
Aircraft, but in no event longer than 180 days) or (B) is leased by a Borrower Party that is
subject to a Specified Representation Deficiency pursuant to Section 2.10(g) that is
continuing as of such date; (ii) the Express Perfection Requirements are not satisfied as to
any Pool Aircraft; (iii) any Lien as to any Pool Aircraft (or as to any Lease or other
Collateral, in each case related to such Pool Aircraft) is purported to be created under any
Security Document shall not be or shall cease to be a valid and perfected Lien on such Pool
Aircraft and/or related Collateral with the same priority as and to the extent provided for
under the applicable Security Documents except as a result of a sale or other disposition of
the applicable Collateral in a transaction permitted under the Loan Documents (it being
understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection
Requirements shall be required to be satisfied); and (iv) any Pool Aircraft shall be of a
type other than a Preferred Aircraft Type or an Other Aircraft Type; in each case such Pool Aircraft shall be deemed to have
an Appraised Value of $0.00 as of such date;



3









 






     (b) any Pool Aircraft which, as of any date, is (i) not subject to an Eligible Lease or
a letter of intent to enter into an Eligible Lease for a period of more than 90 consecutive
days or (ii) subject to a Lease with respect to which a Lessee Default has occurred and is
continuing, shall be deemed to have an Appraised Value equal to 50% of the Appraised Value
such Pool Aircraft would have if an Eligible Lease or a letter of intent to enter into an
Eligible Lease had been in place or absent such Lessee Default, as the case may be;




     (c) any Pool Aircraft which, as of any date, otherwise causes the Designated Pool to
fail to meet the Pool Specifications, shall be deemed to have an Appraised Value not greater
than the greatest value that would permit such Aircraft to not cause the Designated Pool to
fail to satisfy the Pool Specifications; and




     (d) any Pool Aircraft which, as of any date, is subject to a contract providing for the
consummation of a sale of such Pool Aircraft within six months of such date, shall be valued
as of such date at the purchase price to be paid to the applicable Borrower pursuant to such
contract.



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Arranger Entity” means Banc of America Securities LLC, Goldman Sachs Lending Partners LLC and
each of their respective Affiliates.



     “Assigned Leases” has the meaning set forth in the Mortgage.



     “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or
two or more Approved Funds managed by the same investment advisor.



     “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an
Eligible Assignee (with the consent of any party whose consent is required by Section 9.05), in
substantially the form of Exhibit C or any other form approved by the Administrative Agent.



     “Average Age” means, at any time, the average age of all of the Pool Aircraft at such time,
weighted by Base Values, as established in the then most recent Appraisals delivered pursuant to
Section 5.09(a)(viii).



     “Bank of America” has the meaning set forth in the introductory paragraph of this Agreement.



     “Base Rate” means for any day a fluctuating rate per annum equal to the higher of (a) the
Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate” and (c) 3.00% per annum.
The “prime rate” is a rate set by Bank of America based upon various factors including Bank of
America’s costs and desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below such



4









 





announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of
business on the day specified in the public announcement of such change.




     “Base Value” means, with respect to a Pool Aircraft, the value, expressed in dollars, of such
Aircraft, determined on the basis of an open, unrestricted, stable market environment with a
reasonable balance of supply and demand and with full consideration of such Aircraft’s “highest and
best use”, presuming an arm’s length, cash transaction between willing, able and knowledgeable
parties, acting prudently, with an absence of duress and with a reasonable period of time available
for remarketing, adjusted to account for the assumed maintenance status of such Aircraft as set
forth in the definition of Appraisal in this Section 1.01.



     “Board of Directors” means either the board of directors of the Borrower or any committee of
that board duly authorized to act hereunder.



     “Borrower” has the meaning set forth in the introductory paragraph of this Agreement.



     “Borrower Materials” has the meaning set forth in Section 5.09(c).



     “Borrower Parties” means the Borrower, each Intermediate Lessee and each Owner Trust.



     “Borrower Party Request and Assumption Agreement” means the Borrower Party Request and
Assumption Agreement in substantially the form of Exhibit D.



     “Borrowing” means a borrowing of the Loans under Section 2.01.



     “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section
2.02.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City or Los Angeles are authorized or required by law to remain closed;
provided that, when used in connection with the determination of a LIBO Rate, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.



     “Cape Town Convention” means, collectively, the Convention and the Protocol, together with all
regulations and procedures issued in connection therewith, and all other rules, amendments,
supplements, modifications, and revisions thereto (in each case using the English language
version).



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) by any Governmental Authority.



     “Charges” has the meaning set forth in Section 9.17.



5









 





     “Code” means the Internal Revenue Code of 1986, as amended.



     “Collateral” has the meaning set forth in the Mortgage.



     “Collateral Agent” has the meaning set forth in the Mortgage.



     “Collateral Supplement” has the meaning set forth in the Mortgage.



     “Commitment” means, as to each Lender, its obligation to make the Loans to the Borrower
pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender’s name on Exhibit A or in the Assignment and
Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may
be adjusted from time to time in accordance with this Agreement.



     “Control” means possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability to exercise voting
power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.



     “Convention” means the Convention on International Interests in Mobile Equipment signed in
Cape Town, South Africa on November 16, 2001.



     “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.



     “Default” means any event or condition which constitutes an Event of Default or which upon
notice, lapse of time or both would, unless cured or waived, become an Event of Default.



     “Defaulting Lender” means, subject to Section 2.11(b), any Lender that, as determined by the
Administrative Agent, has, or has a direct or indirect parent company that has, (i) become the
subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it or (iii) taken any action in
furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of
the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority



     “Designated Pool” means the pool of aircraft Owned by the Borrower and listed on Schedule
3.17(a) attached hereto, as amended, restated or supplemented from time to time pursuant to Section
2.10 and Section 5.09(a)(vii).



     “dollars”, “Dollars” or “$” refers to lawful money of the United States.



6









 





     “Effective Date” means the date on which each of the conditions specified in Section 4.01 is
satisfied (or waived in accordance with Section 9.02).



     “Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 9.05.



     “Eligible Lease” means a lease containing terms and conditions and otherwise in a form
consistent with Leasing Company Practice with respect to similar aircraft under lease, taking into
consideration, among other things, the identity of the relevant lessee (including operating
experience), the age and condition of the applicable Pool Aircraft and the jurisdiction in which
such Pool Aircraft will be operated or registered. In addition, if any Lessee of a Pool Aircraft
under a Lease otherwise constituting an Eligible Lease shall cause the Borrower or any Borrower
Party to be in violation of Section 5.14 or Section 5.15, such Lease shall cease to be an Eligible
Lease until such violation is cured or the relevant Lease is otherwise terminated.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any
Governmental Authority, relating in any way to the environment, the preservation or reclamation of
natural resources, the management, release or threatened release of any Hazardous Material or
health and safety matters.



     “Environmental Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of remediation, fines, penalties or indemnities), of any Borrower
Party directly or indirectly resulting from or based on (a) violation of any Environmental Law, (b)
the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous
Material, (c) exposure to any Hazardous Material, (d) the release or threatened release of any
Hazardous Material into the environment or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.



     “Equity Interests” means shares of capital stock, issued share capital, partnership interests,
membership interests in a limited liability company, beneficial interests in a trust or other
equity ownership interests in a Person.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.



     “ERISA Affiliate” means any corporation, trade or business that is, along with the Borrower or
any of its Subsidiaries, a member of a controlled group of corporations or a controlled group of
trades or businesses, as described in sections 414(b) and 414(c), respectively, of the Code or
Section 4001 of ERISA; provided, however, as used herein at any time, “ERISA Affiliate” excludes
the Parent and any of its subsidiaries that are not Subsidiaries of the Borrower at such time.



     “ERISA Event” shall mean (a) any Reportable Event, (b) the failure to satisfy the minimum
funding standard with respect to a Plan within the meaning of Section 412 of the Code



7









 





or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or
Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to
any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (e)
the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of
any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to
administer any Plan, (f) a determination that any Plan is in “at risk” status (as defined in
Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code; (g) the filing pursuant to Sections
431 or 430 or Sections 304 of ERISA of an application for the extension of any amortization period;
(h) the failure to timely make a contribution required to be made with respect to any Plan or
Multiemployer Plan that would result in the imposition of an encumbrance under Sections 412 or 430
of the Code or Sections 302 or 303 of ERISA; (i) the receipt by the Borrower or any of its ERISA
Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its
ERISA Affiliates of any notice or a determination that a Multiemployer Plan is, or is expected to
be, in “endangered” or “critical” status within the meaning of Section 305 of ERISA; (j) the
occurrence of a non-exempt “prohibited transaction” with respect to which the Borrower or any of
its Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or
“party in interest” (within the meaning of Section 3(14) of ERISA) or with respect to which the
Borrower or any such Subsidiary could otherwise be liable; (k) any Foreign Benefit Event; or (l)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability pursuant to Section
4063 or 4064 of ERISA.




     “EU” has the meaning set forth in Section 3.16.



     “Event of Loss” means with respect to any Pool Aircraft (a) if the same is subject to a Lease,
a “Total Loss,” “Casualty Occurrence” or “Event of Loss” or the like (however so defined in the
applicable Lease); or (b) if the same is not subject to a Lease, (i) its actual, constructive,
compromised, arranged or agreed total loss, (ii) its destruction, damage beyond repair or being
rendered permanently unfit for normal use for any reason whatsoever, (iii) requisition for title,
confiscation, forfeiture or any compulsory acquisition or seizure or requisition for hire (other
than a confiscation, compulsory acquisition or seizure or requisition for hire for a consecutive
period not exceeding 180 days) by or under the order of any government (whether civil, military or
de facto) or public or local authority in each case other than by the United States or (iv) its
hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof
for a period of 180 consecutive days or longer. An Event of Loss with respect to any Pool Aircraft
shall be deemed to occur on the date on which such Event of Loss is deemed pursuant to the relevant
Lease to have occurred or, if such Lease does not so deem or if the relevant Aircraft is not
subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond repair or
being rendered permanently unfit, the date on which such loss, destruction, damage or rendering
occurs (or, if the date of loss or destruction is not known, the date on which the relevant
Aircraft was last heard of); (B) in the case of a constructive, compromised, arranged or agreed
total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total
loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or
compromised by the insurers; (C) in the case of requisition of title, confiscation, restraint,
detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect;



8









 





(D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on
which such requisition commenced (or, if earlier, the date upon which insurers make payment on the
basis of such requisition); or (E) in the case of clause (iv) above, the final day of the period of
180 consecutive days referred to therein.




     “Events of Default” has the meaning set forth in Article 6.



     “Excluded Taxes” means, with respect to any Lender Party or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or
measured by its overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction under the Laws of which such recipient is organized
(or a country that includes such jurisdiction) or in which its principal office is located or, in
the case of any Lender, in which its applicable Lending Office is located, (b) any branch profits
taxes imposed by the United States or any similar tax imposed by any other jurisdiction described
in clause (a) above, (c) any backup withholding tax that is required by the Code to be withheld
from amounts payable to a Lender, (d) in the case of a Foreign Lender (other than an assignee
pursuant to a request by the Borrower under Section 9.06), any United States withholding tax that
(i) is required to be imposed on amounts payable to such Foreign Lender pursuant to the Laws in
force at the time such Foreign Lender becomes a party hereto (or designates a new Lending Office)
or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a
Change in Law) to comply with clause (B) of Section 2.08(e)(ii), except to the extent that such
Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending
Office (or assignment), to receive additional amounts from the Borrower with respect to such
withholding tax pursuant to Section 2.08(a)(ii), and (e) any withholding tax that is attributable
to a Lender’s failure to comply with Section 2.08(e)(i) or (iii) (unless, in the case of clause (A)
of Section 2.08(e)(iii), as a result of a change in applicable Law), except to the extent that
such Lender (or its assignor, if any) was entitled, at the time of such Lender’s designation of a
new Lending Office (or assignment to such Lender), to receive additional amounts from the Borrower
with respect to such withholding tax pursuant to Section 2.08(a)(ii).



     “Express Perfection Requirements” means (a) with respect to each Pool Aircraft and the related
Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage,
UCC Financing Statement filings, the execution and delivery to each Lessee of a Lessee Notice and
(as promptly as practicable but in any event within 120 days of becoming a Pool Aircraft)
procurement of a Lessee Acknowledgment; (b) with respect to each Pool Aircraft whose country of
registration is the United States and the related Assigned Leases, the applicable FAA filings
pursuant to Section 2.08(f) of the Mortgage; and (c) with respect to each Pool Aircraft registered
in any country that has not Ratified the Cape Town Convention, the Borrower has delivered a
certificate of an officer of the Borrower to the Collateral Agent and the Administrative Agent, in
which the Borrower certifies and represents that all actions have been taken (including, without
limitation, the execution, delivery, registration and/or filing of any Security Documents and
related documents governed by the laws of the jurisdiction of registration of such Pool Aircraft
and all other appropriate filings and/or recordings on the local aviation or other applicable
register or other actions in the jurisdiction of registration of the applicable Pool Aircraft) that are necessary for the security interests under the Mortgage in
favor of the Collateral Agent (for the benefit of the Secured Parties) in the applicable Aircraft
Assets as



9









 





security for the Secured Obligations, to be recognized under the laws of such
jurisdiction of registration, subject in priority to no other Liens (other than Permitted Liens),
and enforceable in such jurisdiction against the applicable Borrower Parties and creditors of and
purchasers from such Borrower Parties, and all such actions have been taken; provided that
any applicable Lessee Acknowledgment shall be delivered in accordance with Section 5.18.




     “FAA” means the Federal Aviation Administration of the United States of America and any
successor thereto.



     “FAA Act” means 49 U.S.C. Subtitle VII, §§ 40101 et seq; as amended from time
to time, any regulations promulgated thereunder and any successor provisions.



     “Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of
the rates on overnight federal funds transactions with members of the Federal Reserve System
arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the
United States.



     “Fee Letter” means the amended and restated letter dated as of March 9, 2010, between, among
others, the Borrower and the Administrative Agent.



     “Financial Officer” means, with respect to each Borrower Party, the chief financial officer,
principal accounting officer, treasurer or controller of such Borrower Party.



     “Fiscal Year” means a fiscal year of the Borrower.



     “Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the
existence of unfunded liabilities in excess of the amount permitted under any applicable law or in
excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the
failure to make the required contributions or payments, under any applicable law, on or before the
due date for such contributions or payments, (c) the receipt of a notice from a Governmental
Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a
trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency
of any such Foreign Pension Plan, (d) the incurrence of any liability by the Borrower or any of its
Subsidiaries under applicable law on account of the complete or partial termination of such Foreign
Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the
occurrence of any transaction that is prohibited under any applicable law and that could reasonably
be expected to result in the incurrence of any liability by the
Borrower or any of its Subsidiaries, or the imposition on the
Borrower or any of



10









 





its Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any
applicable law.




     “Foreign Lender” means any Lender that is not a United States person with the meaning of
Section 7701(a)(30) of the Code.



     “Foreign Pension Plan” shall mean any benefit plan that under applicable law is required to be
funded through a trust or other funding vehicle other than a trust or funding vehicle maintained
exclusively by a Governmental Authority.



     “FRBNY” means the Federal Reserve Bank of New York, or any successor thereto.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its activities.



     “Future Lease” means, with respect to each Pool Aircraft, any Eligible Lease as may be entered
into at any time after the Effective Date between a Borrower Party (as lessor) or an Intermediate
Lessee and a lessee.



     “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States, applied on a basis consistent (except for changes concurred in by the Borrower’s
independent public accountants) with the most recent audited consolidated financial statements of
the Borrower and its consolidated Subsidiaries delivered to the Lender.



     “Goldman Sachs” has the meaning set forth in the introductory paragraph of this Agreement.



     “Governmental Authority” means the government of the United States, any other nation or any
state, locality or political subdivision of the United States or any other nation, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.



     “Grantor Supplement” has the meaning set forth in the Mortgage.



     “Guaranteed Obligations” means in respect of the guarantee by each Borrower Party set forth in
Article 7 of this Agreement, all Obligations of each other Borrower Party, whether direct or
indirect, absolute or contingent, due or to become due, now existing or hereafter arising.



     “Guarantor Party” has the meaning set forth in Section 7.01.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



11









 





     “Indemnified Taxes” means all Taxes (except Excluded Taxes) that are suffered or incurred by
or imposed on any Lender Party, any Borrower Party, any Guarantor Party, any Lessee, any
Collateral, any Loan Document or any payment pursuant to any Loan Document in each case relating to
or, arising directly or indirectly, as a result of the transactions described in or contemplated by
the Loan Documents.



     “Indemnitee” has the meaning set forth in Section 9.03(b).



     “Initial Intermediate Lessees” has the meaning set forth in the introductory paragraph.



     “Intercreditor Agreement” means the Intercreditor Agreement among the Borrower Parties, the
Collateral Agent and each Junior Lien Representative that becomes a party thereto pursuant to the
terms thereof, in substantially the form of Exhibit H hereto (in each case as amended, restated,
amended and restated, supplemented or otherwise modified from time to time).



     “Intercreditor Confirmation” means, as to any Series of Junior Lien Debt, the written
agreement of the holders of such Series of Junior Lien Debt, as set forth in the indenture, credit
agreement or other agreement governing such Series of Junior Lien Debt, for the benefit of all
holders of Secured Debt and each Secured Debt Representative:



     (a) that all Junior Lien Obligations will be and are secured equally and ratably with other
Junior Lien Obligations by the Collateral, and subordinated to the Secured Obligations; and



     (b) that the holders of Junior Lien Obligations in respect of such Series of Junior Lien Debt
are bound by and consent to the provisions of the Intercreditor Agreement, including the provisions
of Section 2 of the Intercreditor Agreement setting forth the priority of payments and the
provisions of Sections 4, 5 and 7 of the Intercreditor Agreement setting forth the subordination of
the Junior Secured Obligations (as defined in the Intercreditor Agreement) to the Secured
Obligations.



     “Interest Period” means (i) with respect to the initial Interest Period, the period commencing
on the Effective Date and ending on the next Payment Date; (ii) with respect to each subsequent
Interest Period other than the last Interest Period prior to the Maturity Date, the period
commencing on the last day of the preceding Interest Period and ending on the next Payment Date;
and (iii) with respect to the last Interest Period prior to the Maturity Date, the period
commencing on the last day of the preceding Interest Period and ending on the Maturity Date.



     “Intermediate Lease” means, in respect of any Pool Aircraft, the lease to be entered into
between the Borrower (as lessor) and an Intermediate Lessee (as lessee).



     “Intermediate Lessee” means, in respect of any Lease of Pool Aircraft, a Person (other than
the Borrower) which, subject to the Local Requirements Exception, is wholly owned by the Borrower
and which the Borrower may determine in accordance with the provisions of Section 2.10 shall enter
into a Lease as lessor with the applicable Lessee. Each of the Initial Intermediate Lessees is an
Intermediate Lessee.



12









 





     “International Registry” has the meaning given to it in the Cape Town Convention.



     “Ireland” means the Republic of Ireland.



     “Junior Lien” means a Lien granted by the Borrower or any Subsidiary thereof, at any time,
upon any property of the Borrower or such Subsidiary that includes all or any portion of the
Collateral, to secure Junior Lien Obligations.



     “Junior Lien Debt” means any indebtedness (including letters of credit and reimbursement
obligations with respect thereto) of the Borrower that is secured on a junior basis to the
Obligations by any Junior Lien that was permitted to be incurred and so secured under each
applicable Loan Document; provided that:




     (1) on or before the date on which such indebtedness is incurred by the Borrower, such
indebtedness is designated by the Borrower, in an officers’ certificate (in the form of
Exhibit B to the Intercreditor Agreement) delivered to each Junior Lien Representative, the
Lenders, and each Agent, as “Junior Lien Debt” for the purposes of the Loan Documents, which
officer’s certificate shall confirm that the requirements in this definition of “Junior Lien
Debt” have been satisfied; provided that the none of the Obligations may be
designated as Junior Lien Debt;




     (2) such indebtedness is governed by an indenture, credit agreement or other agreement
that includes an Intercreditor Confirmation and does not include any covenants of the
Borrower that are more restrictive than the covenants of the Borrower set forth in the Loan
Documents;




     (3) the Junior Lien Representative for such indebtedness has executed and delivered to
the Collateral Agent an accession agreement to the Intercreditor Agreement (in the form of
Exhibit A to the Intercreditor Agreement);




     (4) all requirements set forth in the Intercreditor Agreement as to the confirmation,
grant or perfection of the Junior Lien to secure such indebtedness or Junior Lien
Obligations in respect thereof are satisfied; and




     (5) the maturity date of such indebtedness is later than the Maturity Date and the
weighted average maturity of all Junior Lien Debt is later than the Maturity Date.



     “Junior Lien Documents” means, collectively any indenture, credit agreement or other agreement
governing each Series of Junior Lien Debt and the security documents related thereto.



     “Junior Lien Obligations” means Junior Lien Debt and all other “Obligations” in respect
thereof (as defined in the indenture, credit agreement or other agreement governing such Series of
Junior Lien Debt).



     “Junior Lien Representative” means the trustee, agent or representative of the holder of any
Series of Junior Lien Debt who maintains the transfer register for such Series of Junior Lien Debt
and is appointed as a Junior Lien Representative (for purposes related to the administration of the
security documents) pursuant to the indenture, credit agreement or other agreement



13









 





governing such Series of Junior Lien Debt, together with its successors in such capacity.




     “Laws” means, collectively, all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



     “Lease” means a lease agreement relating to any Pool Aircraft, which is listed on Schedule
3.17(b) hereto, as such schedule is supplemented (or, if not so supplemented, required to be
supplemented) pursuant to the terms hereof from time to time, between a Borrower Party (as lessor),
and a lessee, in each case together with all schedules, supplements and amendments thereto and each
other document, agreement and instrument related thereto.



     “Leasing Company Practice” means, in relation to an Aircraft and any particular issue or
matter, the customary commercial practice of ILFC, having regard to the customary commercial
practice that ILFC applies under similar circumstances in respect of other aircraft owned by it or
its Affiliates and not subject to the Mortgage, as such practice may be required to be adjusted by
the requirements of this Agreement and the other Loan Documents, including the requirements in
respect of Collateral.



     “Lenders” has the meaning set forth in the introductory paragraph of this Agreement.



     “Lender Parties” means each Lender, the Administrative Agent, the Syndication Agent and the
Collateral Agent.



     “Lending Office” means, as to any Lender, the office or offices of such Lender described as
such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may
from time to time notify the Borrower and the Administrative Agent.



     “Lessee” means any lessee party to a Lease.



     “Lessee Default” means any default by the applicable Lessee in payment of a total of three
months of rent pursuant to such Lease, and such default remains uncured for more than 120 days from
the original due date of the latest payment resulting in a total of three months of rent remaining
unpaid.



     “Lessee Notice” has the meaning set forth in the Mortgage.



     “LIBO Rate” means, with respect to any Borrowing for any Interest Period, the greater of (a)
2.0% per annum and (b) the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA
LIBOR”), as published by Reuters (or other commercially available source providing quotations of
BBA LIBOR as designated by the Administrative Agent (and agreed to by the Borrower, such consent of
the Borrower not to be unreasonably withheld or delayed) from time to time) at approximately 11:00
a.m., London time, two Business Days prior to the



14









 





commencement of such Interest Period, for Dollar deposits (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period. If such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such Borrowing for such
Interest Period shall be the greater of (a) 2.0% per annum and (b) the rate per annum
determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on
the first day of such Interest Period in same day funds in the approximate amount of the Loans and
with a term equivalent to such Interest Period would be offered by Bank of America’s London Branch
to major banks in the London interbank eurodollar market at their request at approximately 11:00
a.m. (London time) two Business Days prior to the commencement of such Interest Period.




     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest
of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.



     “Litigation Actions” means all litigation, claims and arbitration proceedings, proceedings
before any Governmental Authority or investigations which are pending or, to the knowledge of a
responsible officer of any Borrower Party, threatened against, any Borrower Party.



     “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.



     “Loan Documents” means this Agreement, the Security Documents, the Intercreditor Agreement,
the Notes and each Borrower Party Request and Assumption Agreement.



     “Loan-to-Value Ratio” means, as of any LTV Determination Date, the ratio of (i) the aggregate
outstanding principal amount of the Loans as of such LTV Determination Date, divided by (ii) the
aggregate Appraised Value of all Pool Aircraft included in the Designated Pool as of such LTV
Determination Date. For the avoidance of doubt, any payment or prepayment of the aggregate
outstanding principal amount of the Loans on or before the applicable LTV Determination Date shall
be taken into account in the calculation of the Loan-to-Value Ratio as of such LTV Determination
Date.



     “Local Requirements Exception” means an exception for Equity Interests or title to a Pool
Aircraft held by directors, trustees, nominees, conditional vendors or similar persons under
similar arrangements in order to meet local nationality or other local requirements regarding
registration or ownership of aircraft or to minimize the impact of any Taxes on the Borrower or
Lessee and which do not, or could not reasonably be expected to, have a Material Adverse Effect on
the Collateral or any part thereof or the security interest of the Collateral Agent.



     “LTV Certificate” has the meaning set forth in Section 5.09(a)(vii).



     “LTV Cure” has the meaning set forth in Section 5.16(c).



     “LTV Determination Date” has the meaning set forth in Section 5.16(b).



15









 





     “Maintenance Rent” means, with respect to any Pool Aircraft, maintenance reserves, maintenance
rent or other supplemental rent payments based on usage in respect of such Pool Aircraft (or its
engines or other parts) payable by the Lessee under the Lease for such Pool Aircraft for the
purpose of paying, contributing to, reserving or calculating potential liability in respect of
payments for future maintenance and repair of such Pool Aircraft, indemnity payments and any other
payments other than scheduled rent payments.



     “Material Adverse Effect” means (a) a material adverse effect on the business, assets,
liabilities, operations, condition (financial or otherwise) or operating results of the Borrower
Parties and their Subsidiaries taken as a whole, the result of which is a material impairment of
the ability of the Borrower Parties taken as a whole to perform any of their respective obligations
under any Loan Document, (b) a material impairment of the totality of the rights and remedies of,
or benefits available to, any Lender Party under the Loan Documents or (c) a material adverse
effect on the value of the Collateral taken as a whole.



     “Material Agreement” means each agreement set forth on Schedule 1.01(a) hereto.



     “Material Indebtedness” means any indebtedness of a Borrower Party for borrowed money (other
than the Loans) in an aggregate principal amount exceeding $50,000,000. For purposes hereof, any
obligations of the Borrower in respect of the Material Agreements shall constitute “Material
Indebtedness”.



     “Maturity Date” means March 17, 2015.



     “Maximum Rate” has the meaning set forth in Section 9.17.



     “Moody’s” means Moody’s Investors Service, Inc.



     “Mortgage” means the Aircraft Mortgage and Security Agreement by the Borrower Parties party
thereto in favor of the Collateral Agent, in substantially the form of Exhibit B hereto, together
with any mortgage supplements delivered pursuant to Section 2.10(b) or Section 5.02(a) hereof (in
each case as amended, restated, amended and restated, supplemented or otherwise modified from time
to time).



     “Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.



     “Non-Pool Aircraft” means, as of any date, any aircraft Owned by the Borrower or any of its
Subsidiaries that is not included in the Designated Pool as of such date.



     “Notes” has the meaning set forth in Section 2.05(d).



     “Obligations” means all principal of the Loans outstanding from time to time hereunder, all
interest (including Post-Petition Interest) on the Loans, all other amounts now or hereafter
payable by any Borrower Party under any Loan Document and any fees or other amounts now or
hereafter payable by any Borrower Party to the Administrative Agent or the Collateral Agent for
acting in its capacity as such pursuant to a separate agreement among such parties, in each case,
whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising.



16









 





     “OFAC” has the meaning set forth in Section 3.16.



     “Operating Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership, trust or other legally authorized
incorporated or unincorporated entity, the bylaws, memorandum and articles of association,
operating agreement, partnership agreement, limited partnership agreement, trust agreement or other
applicable documents relating to the operation, governance or management of such entity.



     “Organizational Documents” means with respect to any corporation, limited liability company,
partnership, limited partnership, limited liability partnership, trust or other legally authorized
incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation,
memorandum of association, articles of organization, certificate of limited partnership,
certificate of trust or other applicable organizational or charter documents relating to the
creation of such entity.



     “Other Aircraft Types” means Aircraft of each of the following types: (a) Airbus A321-100, (b)
Airbus A340, (c) Boeing 757, (d) Boeing 737-300, (e) Boeing 737-400, (f) Boeing 737-500, (g) Boeing
747, (h) Boeing 767, (i) Boeing 777-300 (non-ER) and (j) McDonnell Douglas MD-11.



     “Other Taxes” means all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or under any
other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.



     “Own” means, with respect to any Aircraft, to hold legal and sole ownership of such Aircraft
directly or to hold 100% of the beneficial ownership of such Aircraft through a trust, conditional
sale or similar arrangement holding title to such Aircraft. The terms “Ownership” and “Owned by”
have a correlative meaning.



     “Owner Trust” means any trust holding title to any Pool Aircraft, 100% of the beneficial
ownership of which trust is held by the Borrower, and which has delivered a Borrower Party Request
and Assumption Agreement, a grantor supplement to the Mortgage and such documents as may be
required to become a party to any other applicable Security Document.



     “Parent” means American International Group, Inc.



     “Participant” has the meaning set forth in Section 9.05(i).



     “Patriot Act” has the meaning set forth in 5.18(b).



     “Payment Date” means the last Business Day of each March, June, September and December,
commencing on the last Business Day of June 2010.



17









 





     “Permitted Liens” means:




     (a) any Lien for Taxes if (i) such Taxes shall not be due and payable, or (ii) such
Taxes are being disputed in good faith or contested in good faith by appropriate proceedings
and reserves required by GAAP have been made therefor;




     (b) any Lien in respect of any Pool Aircraft for any fees or charges of any airport or
air navigation authority arising by statute or operation of law if (i) the payments for such
fees or charges are not yet due or payable or (ii) such fees or charges are being disputed
in good faith or contested in good faith by appropriate proceedings and reserves required by
GAAP have been made therefor;




     (c) in respect of any Pool Aircraft, any repairer’s, carrier’s or hangar keeper’s,
warehousemen’s, mechanic’s or materialmen’s Lien or employee and other like Liens arising in
the ordinary course of business by operation of law or under customary terms of repair or
modification agreements or any engine or parts-pooling arrangements or other similar Liens
if the payment for such Liens (i) is not due and payable or (ii) is not overdue for payment
having regard to the relevant trade, in circumstances where no enforcement action against
the Aircraft has yet been taken by the relevant holder of the Lien or (iii) is disputed in
good faith or contested in good faith by appropriate proceedings and reserves in accordance
with GAAP have been made therefor;




     (d) any Lien created in favor of the Collateral Agent, for the benefit of the Secured
Parties (as defined in the Mortgage) or the Lenders pursuant to the Loan Documents;




     (e) any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out of
judgments or awards against any of the Borrower Parties with respect to which at the time
the period to file an appeal has not expired or an appeal is being presented in good faith
and with respect to which within sixty (60) days thereafter there shall have been secured a
stay of execution pending such appeal, and then only for the period of such stay, and
reserves required in accordance with GAAP have been made therefor; provided that, in
any case, no Event of Default has occurred and is continuing;




     (f) any permitted lien or encumbrance, as defined under any lease of an Aircraft (other
than Liens or encumbrances created by a Borrower Party except as described in this
definition);




     (g) the respective rights of a Borrower Party and the lessee or any third party that
owns or leases equipment installed on an Aircraft under any lease relating to a Pool
Aircraft, including any assignment of the relevant warranties relating to a Pool Aircraft
(including restrictions on the Borrower Party’s right to grant a lien on or to transfer the
applicable Lease or Pool Aircraft) (and the rights of any sublessee under any permitted
sublease relating to such lease) and the documents related thereto;




     (h) the rights of insurers meeting the requirements of Section 2.17 of the Mortgage in
respect of a Pool Aircraft, subject to insurance policies having been entered into in the
ordinary course of business and according to commercially reasonable terms;



18









 







     (i) the interests of a voting or owner trustee, as applicable, or of an Intermediate
Lessee in connection with the relevant Intermediate Lessee;




     (j) any Lien bonded against by any Borrower Party, any Lessee, or other similar third
party security (which does not itself result in a Lien on a Pool Aircraft or any part
thereof), provided that, any such bonding or other similar third party security as
against any Lessee is first approved by the Administrative Agent, acting reasonably;




     (k) pledges of non-Aircraft Assets or deposits required under a Lease to secure payment
obligations of the applicable Borrower Party under that Lease;




     (l) any Lease entered into prior to the Effective Date;




     (m) any Eligible Lease;




     (n) any Lien resulting directly from any Third Party Event, but only for so long as the
Borrower and the applicable Borrower Party are complying with the requirements of the
proviso to the last paragraph of Section 2.18(c) of the Mortgage;




     (o) any head lease, lease, conditional sale agreement or purchase option granted by a
lessor or owner as to the purchase of the related Pool Aircraft under or in respect of any
Lease (including to an Affiliate of the Lessee) existing on the date of acquisition of such
Pool Aircraft by the Borrower or thereafter granted in accordance with Leasing Company
Practice;




     (p) any Junior Lien securing Junior Lien Obligations; and




     (q) any other Lien with the consent of all of the Lenders.



     “Person” means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other entity.



     “PGBC” means the Pension Guaranty Benefit Corporation.



     “Plan” means, at any date, any employee pension benefit plan (as defined in Section 3(2) of
ERISA) which is subject to Title IV of ERISA or Section 412 of the Code (other than a Multiemployer
Plan) and to which the Borrower Party or any of its ERISA Affiliates may have any liability,
including any liability by reason of having be a substantial employer within the meaning of section
4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.



     “Platform” has the meaning set forth in Section 5.09(c).



     “Pool Aircraft” means, as of any date, any aircraft Owned by the Borrower or any Owner Trust
and included in the Designated Pool.



     “Pool Specifications” is a collective reference to each of the following requirements with
respect to the Designated Pool at any time:



19









 






     (a) the aggregate Appraised Value of a single type of Widebody Aircraft at such time
shall not exceed 50% of the aggregate Appraised Value of all Pool Aircraft at such time;




     (b) the aggregate Appraised Value of all Widebody Aircraft at such time shall not
exceed 65% of the aggregate Appraised Value of all Pool Aircraft at such time;




     (c) the aggregate Appraised Value of all Preferred Aircraft Types at such time shall be
at least 50% of the aggregate Appraised Value of all Pool Aircraft at such time;




     (d) the aggregate Appraised Value of all Pool Aircraft that are a single Other Aircraft
Type at such time shall not exceed 20% of the aggregate Appraised Value of all Pool Aircraft
at such time;




     (e) the aggregate Appraised Value of all Pool Aircraft leased to a single Lessee at
such time shall not exceed 30% of the aggregate Appraised Value of all Pool Aircraft at such
time (excluding any Pool Aircraft leased to a Lessee that results from the merger of two or
more Lessees based in China, if the affected Lease of such Pool Aircraft was included in the
Collateral prior to such merger); and




     (f) the aggregate Appraised Value of all Pool Aircraft leased to Lessees based or
domiciled in any single country at such time shall not exceed 50% of the aggregate Appraised
Value of all Pool Aircraft at such time.



     “Post-Petition Interest” means any interest that accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or
more of the Borrower Parties (or would accrue but for the operation of applicable Debtor Relief
Laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.



     “Preferred Aircraft Types” means Aircraft of each of the following types: (a) Airbus A319, (b)
Airbus A320, (c) Airbus A321-200, (d) Airbus A330, (e) Boeing 737-600, (f) Boeing 737-700, (g)
Boeing 737-800, (h) Boeing 777-200ER, (i) Boeing 777-300ER and (j) Boeing 787.



     “Premium Amount” means, with respect to any principal amount being prepaid, an amount equal to
(a) except as provided in clause (b) below, 1% of such principal amount being prepaid or (b) $0.00
if (i) the date of such prepayment is on or after the first anniversary of the Effective Date, (ii)
such prepayment is made in connection with an LTV Cure other than an LTV Cure to the extent
attributable to the sale, substitution or removal of any Pool Aircraft (other than substitution or
removal of an Aircraft that has suffered an Event of Loss) or (iii) such prepayment is made as a
result of an Event of Loss of a Pool Aircraft, provided that such prepaid amount does not
exceed an amount equal to the Appraised Value of such Pool Aircraft.



     “Prohibited Countries” has the meaning set forth in Section 3.16.



     “Protocol” means the Protocol to the Convention on Matters Specific to Aircraft Equipment, as
in effect in any applicable jurisdiction from time to time.



20









 





     “Public Lender” has the meaning set forth in Section 5.09(c).



     “Qualified Appraiser” means, with respect to Appraisals used to calculate the LTV Ratio as of
the Effective Date, each of AVITAS, Inc., Aircraft Information Services, Inc. and Aviation
Specialist Group, and with respect to Appraisals used to calculate the LTV Ratio as of each
subsequent LTV Determination Date, such appraisal firms and any other appraisal firms selected and
retained by the Borrower and approved by the Administrative Agent.



     “Ratify” means, in relation to ratification by any jurisdiction of the Cape Town Convention,
that any reservations made by such jurisdiction in ratifying the Cape Town Convention are
reasonably acceptable to the Required Lenders, except that the Required Lenders consent to the
reservations to the Cape Town Convention made by the countries of registration of the Pool Aircraft
set forth on Schedule 3.17(a) as of the Effective Date and corresponding reservations made by other
countries that ratify the Cape Town Convention after the Effective Date. The term “Ratified” has a
correlative meaning.



     “Records” means all Leases and other documents, books, records and other information
(including, without limitation, computer programs, tapes, disks, data processing software (to the
extent permitted by any applicable licenses) and related property rights) directly related to the
Leases and the Aircraft Assets related to the Pool Aircraft and the servicing thereof.



     “Reportable Event” means an event described in Section 4043(c) of ERISA with respect to a Plan
other than those events as to which the 30-day notice period is waived under subsection .22, .23,
        .25, .27 or .28 of PBGC Regulation Section 4043.



     “Representatives” means, with respect to any Person, such Person’s Affiliates and the
partners, directors, officers, employees, agents, trustees and advisors of such Person and of such
Person’s Affiliates.



     “Required Cape Town Registrations” has the meaning set forth in the Mortgage.



     “Required Lenders” means Lenders holding greater than 50% of (a) prior to the Loans being made
on the Effective Date, the Aggregate Commitments and (b) thereafter, the aggregate outstanding
principal amount of the Loans; provided that the Commitments of, or outstanding principal
amount held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.



     “Requirement of Law” means, as to any Person, any Law applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is subject, including,
without limitation, each Applicable Foreign Aviation Law applicable to such Person or the aircraft
Owned or operated by it or as to which it has a contractual responsibility.



     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



     “Sanctions” has the meaning set forth in Section 3.16.



     “Secured Debt” means the Loans and the Junior Lien Debt.



21









 





     “Secured Debt Representatives” means the Administrative Agent and each Junior Lien
Representative.



     “Secured Obligations” has the meaning set forth in the Mortgage.



     “Secured Parties” has the meaning set forth in the Mortgage.



     “Security Deposit” means any security deposits and any payments made to reinstate security
deposits payable by any Lessee under a Lease.



     “Security Documents” means the Mortgage and each other agreement, supplement, instrument or
document executed and delivered pursuant to Section 2.10 or Section 5.02 to secure any of the
Obligations.



     “Series of Junior Lien Debt” means, severally, each issue or series of Junior Lien Debt for
which a single transfer register is maintained and any other indebtedness under any other indenture
or credit facility that constitutes Junior Lien Obligations.



     “Specified Representation Deficiency” has the meaning set forth in Section 2.10(g).



     “subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any
corporation, limited liability company, partnership or other entity the accounts of which would be
consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date and (b) any other
corporation, limited liability company, partnership or other entity (i) of which securities or
other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (ii) that is otherwise Controlled as of such
date, by the parent and/or one or more of its subsidiaries.



     “Subsidiary” means any direct or indirect subsidiary of a Borrower Party.



     “Syndication Agent” has the meaning set forth in the introductory paragraph.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.



     “Third Party Event” has the meaning set forth in the Mortgage.



     “Title 49” means Title 49 of the United States Code, which, among other things, recodified and
replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations promulgated pursuant
thereto or any subsequent legislation that amends, supplements or supersedes such provisions.



     “UCC” means the Uniform Commercial Code in effect from time to time in the State of New York;
provided, however, that if by reason of mandatory provisions of law, the perfection
or the effect of perfection or non-perfection of the security interest in any item or portion of
the



22









 





Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.




     “UCC Financing Statement” means any financing statement to be filed in any appropriate filing
office in any UCC Jurisdiction and that (i) indicates the applicable Collateral by any description
which reasonably approximates the description contained in this Agreement and in the Mortgage as
all applicable assets of the applicable Borrower Party or words of similar effect, regardless of
whether any particular asset comprised in such Collateral falls within the scope of Article 9 of
the UCC or other similar provisions of the UCC Jurisdiction, and (ii) contains any other
information required by part 5 of Article 9 of the UCC, or by any other applicable provision under
the laws of the UCC Jurisdiction, for the sufficiency or filing office acceptance of any financing
statement or amendment; provided, however, that in addition to any financing
statement to be filed in any appropriate filing office in any UCC Jurisdiction, UCC Financing
Statements shall include at all times financing statements to be filed in the State of California
and the District of Columbia.



     “UCC Jurisdiction” means any Uniform Commercial Code jurisdiction in which the filing of a UCC
Financing Statement is effective to perfect a security interest in the Collateral under this
Agreement, the Mortgage, or any other Loan Document.



     “United States” means the United States of America.



     “UNSC” has the meaning set forth in Section 3.16.



     “Widebody Aircraft” shall mean Aircraft of each of the following types: (a) Airbus A340, (b)
Boeing 767, (c) Boeing 747, (d) McDonnell Douglas MD-11, (e) Airbus A330, (f) Boeing 777 and (g)
Boeing 787.



     “Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete
or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle
E of Title IV of ERISA.



     Section 1.02 . Terms Generally. The definitions of terms herein (including those
incorporated by reference to another document) apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun includes the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise,
(a)any definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein



23









 





to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the word “property” shall be construed to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts
and contract rights.




     Section 1.03 . Accounting Terms; Changes in GAAP. Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP
as in effect from time to time.



     Section 1.04 . Times. Except as otherwise expressly provided herein, all references to times
are to such time in New York, New York.



ARTICLE 2

The Credits




     Section 2.01 . Commitment. (a) On the Effective Date, in each case subject to the terms and
conditions and relying on the representations and warranties set forth herein, each Lender agrees
to make a Loan to the Borrower in a principal amount equal to its Commitment. The Loans and the
Commitments hereunder are not revolving and amounts repaid or prepaid may not be reborrowed.



     (b) Any undrawn portion of the Commitments shall automatically terminate immediately after the
Borrowing on the Effective Date.



     Section 2.02 . Request to Borrow Loans. The Borrower shall request that the Lenders make the
Loans by delivering to the Administrative Agent a notice in writing (a “Borrowing Request”) no
later than 12:00 p.m., New York City time, at least three (3) Business Days before the Effective
Date. Such Borrowing Request shall be irrevocable and shall specify the aggregate amount of the
Loans to be made on the Effective Date (which aggregate amount shall equal the amount of the
Aggregate Commitments). Following the receipt of a Borrowing Request, the Administrative Agent
shall promptly notify each Lender thereof.



     Section 2.03 . Funding of Loan. (a) Each Lender shall wire the principal amount of its Loan
in immediately available funds, by 12:00 noon, New York City time, on the Effective Date, to the
Administrative Agent’s Account.



     (b) Upon satisfaction or waiver of the applicable conditions set forth in Article 4, the
Administrative Agent shall make all funds so received available to the Borrower in like funds as
received by the Administrative Agent by wire transfer of such funds to the following account:



International Lease Finance Corp

JPMorgan Chase Bank

ABA: 021000021

SWIFT: CHASUS33

Account: 910-274-9067




24









 





or such other account in accordance with instructions provided by the Borrower in writing prior to
the Effective Date to (and reasonably acceptable to) the Administrative Agent.




     Section 2.04 . Interest. (a) Subject to the provisions of this Section 2.04, the Loans shall
bear interest at a rate per annum equal to the LIBO Rate for the Interest Period in effect plus the
Applicable Margin. Interest shall be computed on the basis of a year of 360 days and actual days
elapsed, except that interest computed by reference to the Base Rate at any time which the Base
Rate is based on the “prime rate” (as described in the definition of Base Rate) shall be computed
on the basis of a year of 365 days (or 366 days in a leap year) and actual days elapsed. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid, provided that
any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each
determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive
and binding for all purposes, absent manifest error.



     (b) If the Borrower shall default in the payment of any principal of or interest on the Loans
or any other amount due hereunder, by acceleration or otherwise, then, until such defaulted amount
shall have been paid in full, to the extent permitted by law, all such overdue amounts due from the
Borrower under this Agreement and the other Loan Documents shall bear interest (after as well as
before judgment), payable on demand, at a rate equal to (i) the interest rate otherwise applicable
to the Loans pursuant to this Section 2.04 plus (ii) 2.00% per annum.



     (c) Interest accrued on the Loans shall be payable in arrears on each Payment Date, shall be
calculated to include the first day of each Interest Period and to, but excluding, the last day of
each Interest Period and shall be paid into the Administrative Agent’s Account; provided
that (i) interest accrued pursuant to Section 2.04(b) shall be payable on demand and (ii) upon any
repayment of the Loans, interest accrued on the principal amount repaid shall be payable on the
date of such repayment.



     (d) The Administrative Agent shall determine, in accordance with the terms of this Agreement,
each interest rate applicable to the Loans hereunder. The Administrative Agent shall promptly
notify the Borrower and the Lenders of each rate of interest so determined, and its determination
thereof shall be prima facie evidence thereof.



     Section 2.05 . Payment at Maturity; Evidence of Debt. (a) The Borrower agrees to pay to the Lenders on the Maturity Date the then unpaid
principal amount of the Loans by deposit into the Administrative Agent’s Account. The unpaid
principal amount of the Loans outstanding at any time shall be deemed reduced by any amounts paid
by any Borrower Party pursuant to Article 7 on a dollar-for-dollar basis.



     (b) The Administrative Agent shall maintain in accordance with its usual practice an account
or accounts evidencing the indebtedness of the Borrower to each Lender resulting from the Loans,
including the amounts of principal and interest payable and paid to the Lenders from time to time.



     (c) The entries made in the accounts maintained pursuant to subsection (b) of this Section
shall be prima facie evidence of the existence and amounts of the obligations recorded



25









 





therein; provided that any failure by the Administrative Agent to maintain such accounts or any
error therein shall not affect the Borrower’s obligation to repay the Loans in accordance with the
terms of this Agreement.




     (d) Upon request by any Lender, the Borrower shall provide such Lender with a promissory note,
substantially in the form of Exhibit F hereto, evidencing the Loan made by the Lender on the
Effective Date (each, a “Note”).



     Section 2.06. Optional and Mandatory Prepayments. (a) Optional Prepayments. The Borrower
will have the right at any time to prepay the aggregate outstanding principal amount of the Loans
in whole or in part in amounts not less than $5,000,000 or increments of $500,000 in excess thereof
and otherwise in accordance with the provisions of this Section by deposit into the Administrative
Agent’s Account.



     (b) Mandatory Prepayments. The Borrower shall prepay the aggregate outstanding principal
amount of the Loans to the extent required pursuant to Section 5.16. For the avoidance of doubt,
payments made in order to comply with Section 5.16 may be in any amounts necessary for such
compliance.



     (c) Accrued Interest; Premium. Each prepayment of any principal amount of the Loans shall be
accompanied by (a) accrued interest on the amount being prepaid to the date of such prepayment and
(b) the applicable Premium Amount, if any.



     (d) Notice of Prepayments. The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment of the principal amount of the Loans hereunder not later
than 11:00 a.m., New York City time, three Business Days before the date of prepayment in the case
of a prepayment under Section 2.06(a), and one Business Day before the date of prepayment in the
case of a prepayment under Section 2.06(b). Each such notice shall be irrevocable and shall
specify the prepayment date, the aggregate principal amount of the Loans to be prepaid.



     Section 2.07 . Fees. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts
and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall
not be refundable for any reason whatsoever.



     Section 2.08 . Taxes. (a) Payments Free of Taxes; Obligation to Withhold; Payments on
Account of Taxes. (i) Any and all payments by or on account of any obligation of the Borrower
hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made
free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws
require the Borrower or the Administrative Agent to withhold or deduct any Tax, such Tax shall be
withheld or deducted in accordance with such Laws as determined by the Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and documentation to be
delivered pursuant to subsection (e) below.




     (ii) If the Borrower or the Administrative Agent shall be required to withhold or
deduct any Taxes from any payment, then (A) the Borrower or the Administrative Agent shall
withhold or make such deductions as are required based upon the information and
documentation it has received pursuant to subsection (e) below, (B) the Borrower or



26









 






the Administrative Agent, as the case may be, shall timely pay the full amount withheld or
deducted to the relevant Governmental Authority in accordance with applicable Law, and (C)
to the extent that the withholding or deduction is made on account of Indemnified Taxes or
Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after
any such required withholding or the making of all such required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative
Agent or the Lender, as the case may be, receives an amount equal to the sum it would have
received had no such withholding or deduction been made.



     (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a)
above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Laws.



     (c) Tax Indemnifications. (i) Without limiting the provisions of subsection (a) or (b) above,
the Borrower shall, and does hereby, indemnify the Administrative Agent and each Lender, and shall
make payment in respect thereof within 10 days after written demand therefor, for the full amount
of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) withheld or deducted by the
Borrower or the Administrative Agent from payments made under this Agreement (to the extent no
increased payment has been made in accordance with Section 2.08(a)(ii)(C) on account of such
withholding or deduction) or paid by the Administrative Agent or such Lender, as the case may
be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of any such payment or
liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by
the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.



     (d) Evidence of Payments. Upon request by the Borrower or the Administrative Agent, as the
case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a
Governmental Authority as provided in this Section 2.08, the Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be,
the original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of any return required by Laws to report such payment or other evidence of such
payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.



     (e) Status of Lenders; Tax Documentation. (i) Each Lender shall deliver to the Borrower and
to the Administrative Agent, at the time or times reasonably requested by the Borrower or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable
Laws or by the taxing authorities of any jurisdiction and such other reasonably requested
information as will permit the Borrower or the Administrative Agent, as the case may be, to
determine (A) whether or not payments made hereunder or under any other Loan Document are subject
to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s
entitlement to any available exemption from, or reduction of, applicable Taxes in respect of
payments to be made to such Lender by the Borrower pursuant to



27









 





this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.



          (ii) Without limiting the generality of the foregoing;



               (A) any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of
the Code shall deliver to the Borrower and the Administrative Agent, on or prior to the date
on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon
the request of the Borrower or the Administrative Agent), executed originals of Internal
Revenue Service Form W-9 or such other documentation or information prescribed by applicable United
States federal Laws or reasonably requested by the Borrower or the Administrative Agent as will
enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not
such Lender is subject to backup withholding or information reporting requirements; and



               (B) each Foreign Lender that is entitled under the Code or any applicable treaty to an
exemption from or reduction of United States federal withholding tax with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Borrower or the Administrative Agent, but only if such Foreign Lender is
legally entitled to do so), whichever of the following is applicable:



               (1) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States is a party,



               (2) executed originals of Internal Revenue Service Form W-8ECI,



               (3) executed originals of Internal Revenue Service Form W-8IMY and all required supporting
documentation,



               (4) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio
interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender
is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent
shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
“controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) executed
originals of Internal Revenue Service Form W-8BEN, or



               (5) executed originals of any other form prescribed by applicable Laws as a basis for claiming
exemption from or a reduction in United States Federal withholding tax together with such
supplementary documentation as may be prescribed by applicable Laws to permit the Borrower or the
Administrative Agent to determine the withholding or deduction required to be made.



28









 




          (iii) Each Lender shall promptly (A) notify the Borrower and the Administrative Agent of any
change in circumstances which would modify or render invalid any claimed exemption or reduction,
and (B) at the request and expense of the Borrower, take such steps as shall not be materially
disadvantageous to it as determined in the sole good faith discretion of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement
of applicable Laws of any jurisdiction that the Borrower or the Administrative Agent make any
withholding or deduction for Indemnified Taxes from amounts payable to such Lender.



     (f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time
shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a
Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as
the case may be. If the Administrative Agent or any Lender determines, in its sole discretion,
that it has received a refund (or credit or offset against an Excluded Tax in lieu of a cash
refund of a Tax or Other Tax) of any Taxes or Other Taxes as to which it has been indemnified
by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall, unless an Event of Default has occurred and is continuing, pay to the Borrower
an amount equal to such refund (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section with respect to the Taxes or Other Taxes giving
rise to such refund (or credit or offset)), net of all Taxes resulting from such refund and
out-of-pocket expenses incurred by the Administrative Agent or such Lender, as the case may be, and
without interest (other than any interest paid by the relevant Governmental Authority with respect
to such refund (or credit or offset)), provided that the Borrower, upon the request of the
Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or such Lender is
required to repay such refund to such Governmental Authority. This subsection shall not be
construed to require the Administrative Agent or any Lender to make available its tax returns (or
any other information relating to its taxes that it deems confidential in its sole good faith
discretion) to the Borrower or any other Person.



     (g) Illegality; Impracticality; Increased Costs. (i) If any Lender determines that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable Lending Office to make, maintain or fund Loans, or to determine or charge
interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material
restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars
in the London interbank market, or the making, maintaining or continuation of its Loans has become
impracticable, as a result of contingencies occurring after the date hereof which materially and
adversely affect the London interbank market or the position of such Lender in that market, then,
on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation
of such Lender to make or continue Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with
a copy to the Administrative Agent), (A) in the case of illegality, only if it is possible to
eliminate such illegality by converting the Loans to Loans bearing interest based on the Base Rate,
and in the case of impracticality or other circumstance described above not constituting
illegality, all Loans of such Lender shall thereafter be converted



29









 





to Loans that bear interest at a rate equal to the Base Rate plus the Applicable Margin either on the last day of the Interest
Period therefore, if such Lender may lawfully continue to maintain such Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such Loans or (B) otherwise,
solely in the case of illegality, prepay all Loans of such Lender either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day,
or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such
prepayment, the Borrower shall also pay accrued interest on the amount so prepaid.




     (h) If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except any reserve requirement);




     (ii) subject any Lender to any tax of any kind whatsoever with respect to this
Agreement, or change the basis of taxation of payments to such Lender in respect thereof
(except for Indemnified Taxes or Other Taxes covered by Section 2.08 and the imposition of,
or any change in the rate of, any Excluded Tax payable by such Lender); or




     (iii) impose on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement made by such Lender or participation therein;



and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Loan (or of maintaining its obligation to make any Loan), or to reduce the amount
of any sum received or receivable by such Lender under or in respect of the Loan Documents then,
within 10 Business Days after demand by such Lender, the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional costs incurred or
reduction suffered.




     (i) If any Lender determines that any Change in Law affecting such Lender or any Lending
Office of such Lender or such Lender’s holding company, if any, regarding capital requirements has
or would have the effect of reducing the rate of return on such Lender’s capital or on the capital
of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of
such Lender or the Loans made by such Lender to a level below that which such Lender or such
Lender’s holding company could have achieved but for such Change in Law (taking into consideration
such Lender’s policies and the policies of such Lender’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such
additional amount or amounts as will compensate such Lender or such Lender’s holding company for
any such reduction suffered.



     (j) A certificate of a Lender setting forth in reasonable detail the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent




30











 




manifest error. The Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 Business Days after receipt thereof.




     (k) Failure or delay on the part of any Lender to demand compensation pursuant to the
foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand
such compensation, provided that the Borrower shall not be required to compensate a Lender
pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions
suffered more than six months prior to the date that such Lender notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to
claim compensation therefor (except that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall be extended to
include the period of retroactive effect thereof).



     (l) The Borrower shall pay to each Lender, as long as such Lender shall be required to
maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency
funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the
unpaid principal amount of each Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days’ prior notice (with a copy to
the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give
notice 10 days prior to the relevant Payment Date, such additional interest shall be due and
payable 10 days from receipt of such notice.



     (m) Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss,
cost or expense incurred by it as a result of:




     (i) any conversion, payment or prepayment of any Loans on a day other than the last day
of the Interest Period (whether voluntary, mandatory, automatic, by reason of acceleration,
or otherwise);




     (ii) any failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay or borrow any Loans on the date or in the amount notified by the
Borrower; or




     (iii) any assignment of a Loan on a day other than the last day of the Interest Period
therefor as a result of a request by the Borrower pursuant to Section 9.06;


(for the avoidance of doubt, such loss, cost or expense shall exclude any loss of anticipated
profits and shall include any loss or expense arising from the liquidation or reemployment of funds
obtained by it to maintain such Loans). For purposes of calculating amounts payable by the
Borrower to the Lenders under this clause (m), each Lender shall be deemed to have funded each Loan
made by it at the LIBO Rate by a matching deposit or other borrowing in the London interbank
eurodollar market for a comparable amount and for a comparable period, whether or not such Loan was
in fact so funded, with the result that the Borrower’s obligation to compensate each Lender for its
loss, profit and expense as provided in this clause (m) shall be deemed to be





31









 







in the amount of the excess, if any, of the interest at such LIBO Rate on the applicable amount for
the remainder of such Interest Period over interest at the LIBO Rate as it would be in effect if
quoted on the applicable date on the applicable amount for the remainder of the Interest Period.




     (n) If any Lender requests compensation, the Borrower is required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender or if any Lender gives a
notice under this Section 2.08, then such Lender shall use reasonable efforts to designate a
different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the good faith
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to this Section 2.08 in the future, or eliminate the need for the notice pursuant
to this Section 2.08, as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.



     (o) All of the Borrower’s obligations under this Section 2.08 shall survive termination of the
Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the
Administrative Agent.



     Section 2.09. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) All payments
to be made by the Borrower shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the
Borrower hereunder shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in
immediately available funds not later than 2:00 p.m. on the date specified herein. The
Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect
of the relevant Loans (or other applicable share as provided herein) of such payment in like funds
as received by wire transfer to such Lender’s Lending Office. All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next succeeding Business Day
and any applicable interest or fee shall continue to accrue. If any payment to be made by the
Borrower shall come due on a day other than a Business Day, payment shall be made on the next
following Business Day, and such extension of time shall be reflected on computing interest or
fees, as the case may be.



     (b) If at any time insufficient funds are received by the Administrative Agent to pay fully
all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i)
first, to pay interest and fees then due hereunder ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties and (ii) second, to pay
principal then due hereunder ratably among the parties entitled thereto in accordance with the
amounts of principal then due to such parties.



     (c) If any Lender makes available to the Administrative Agent funds for any Loan to be made by
such Lender as provided in this Article II, and such funds are not made available to the Borrower
by the Administrative Agent because the conditions to such Loan are not satisfied
or waived in accordance with the terms hereof, the Administrative Agent shall return such
funds (in like funds as received from such Lender) to such Lender, without interest



32









 





     (d) Unless the Administrative Agent shall have received notice from a Lender prior to the
Effective Date that such Lender will not make available to the Administrative Agent such Lender’s
share of such Loans, the Administrative Agent may assume that such Lender has made such share
available on such date in accordance with Section 2.03 and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact
made its share of the Loans available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on demand such
corresponding amount in immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but excluding the date of
payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the
greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation, plus any administrative, processing or
similar fees customarily charged by the Administrative Agent in connection with the foregoing, and
(B) in the case of a payment to be made by the Borrower, the Base Rate plus the Applicable Margin.
If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or
an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of
such interest paid by the Borrower for such period. If such Lender pays its share of the
applicable Loans to the Administrative Agent, then the amount so paid shall constitute such
Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower
may have against a Lender that shall have failed to make such payment to the Administrative Agent.



     Unless the Administrative Agent shall have received notice from the Borrower prior to the date
on which any payment is due to the Administrative Agent for the account of the Lenders hereunder
that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower
has made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in
fact made such payment, then each of the Lenders severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds
with interest thereon, for each day from and including the date such amount is distributed to it to
but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on
interbank compensation.



     A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount
owing under this subsection (d) shall be conclusive, absent manifest error.



     (e) If the Required Lenders determine that for any reason (a) Dollar deposits are not being
offered to banks in the London interbank eurodollar market for the applicable amount and Interest
Period, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any
Interest Period, or (c) the LIBO Rate for any requested Interest Period with respect to a proposed
Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the
Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the
interest rate applicable to the Loans shall be a rate equal to the Base Rate plus the
Applicable Margin until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending
request for a borrowing of the Loans.



33









 





     (f) The obligations of the Lenders hereunder are several and not joint. The failure of any
Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be responsible for the failure
of any other Lender to so make its Loan.



     (g) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans made by it resulting
in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and
accrued interest thereon greater than its pro rata share thereof as provided herein, then the
Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact,
and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make
such other adjustments as shall be equitable, so that the benefit of all such payments shall be
shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued
interest on their respective Loans and other amounts owing them, provided that:




     (i) if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and




     (ii) the provisions of this subsection (g) shall not be construed to apply to any
payment made by or on behalf of the Borrower pursuant to and in accordance with the express
terms of this Agreement (including the application of funds arising from the existence of a
Defaulting Lender), other than an assignment to the Borrower or any Subsidiary or Affiliate
thereof (as to which the provisions this subsection (g) shall apply).


Each Borrower Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Borrower Party rights of setoff and counterclaim with
respect to such participation as fully as if such Lender were a direct creditor of such Borrower
Party in the amount of such participation.




     Section 2.10. Changes to the Designated Pool; Intermediate Lessees; Owner Trusts. (a)
Removal of Pool Aircraft from the Designated Pool. The Borrower may remove any Pool Aircraft from
the Designated Pool if (i) the Borrower shall have provided at least twenty (20) days’ revocable
prior written notice to the Lender Parties prior to any such removal, (ii) after giving pro forma
effect to such removal, the Borrower shall be in compliance with Section 5.16(a). Upon
satisfaction of the conditions set forth in the preceding sentence with respect to any Pool
Aircraft, the Collateral Agent’s security interest in, and Lien on, such Pool Aircraft (and any
other Aircraft Assets directly related to such Pool Aircraft) shall be automatically released, and
Schedule 3.17(a) shall be amended to reflect the removal of such Pool Aircraft from the Designated
Pool. The Collateral Agent shall promptly execute and
deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall
reasonably request to evidence its release of the security interests in, and Liens on, the
applicable Pool Aircraft (and any other Aircraft Assets directly related to such Pool Aircraft).



34









 





     (b) Addition of Non-Pool Aircraft to the Designated Pool. The Borrower may add any Aircraft
to the Designated Pool at any time; provided that:



          (i) such Aircraft is Owned by the Borrower or an Owner Trust at the time such Aircraft becomes
a Pool Aircraft;




          (ii) the Borrower shall have provided three Appraisals of such Aircraft from Qualified
Appraisers, each as of a date no later than the most recent Appraisals of the other Aircraft in the
Designated Pool and, after giving pro forma effect to such addition, the Borrower shall be in
compliance with Section 5.16(a);




          (iii) the Borrower shall have executed and delivered to the Administrative Agent and the
Collateral Agent a Collateral Supplement and such certificates, opinions and documents (including
UCC Financing Statements, charge documents and registrations and recordings with the FAA (if
applicable) and the International Registry) as are required to grant to the Collateral Agent, for
the benefit of the Secured Parties, a perfected security interest in, and Lien on, such Aircraft
(it being understood and agreed that, with respect to each Aircraft Asset, only the Express
Perfection Requirements shall be required to be satisfied);




          (iv) the Borrower shall have delivered a Notice of Assignment to such Lessee in substantially
the form of Exhibit F-1 to the Mortgage (or such other form as has been agreed with the Collateral
Agent prior to the Effective Date), and, as promptly as practicable after the date the Aircraft is
added to the Designated Pool and in any event no later than 120 days after such date, shall procure
a Lessee Acknowledgement in substantially the form of Exhibit F-2 to the Mortgage (or such other
form as has been agreed with the Collateral Agent prior to the Effective Date) signed by the
applicable Lessee; and




          (v) no Default or Event of Default shall result from or remain in existence after such
addition.




     (c) Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool
Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement
of Law, the Borrower shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the
Administrative Agent, to enter into an Intermediate Lease with an Intermediate Lessee with respect
to such Aircraft; provided that:




     (A) if such Intermediate Lessee is not an Initial Intermediate Lessee, such
Intermediate Lessee shall have executed and delivered to the Administrative Agent
and the Collateral Agent (1) at least twenty (20) days prior to entering into an
Intermediate Lease, a Borrower Party Request and Assumption Agreement, (2) a
Grantor Supplement and (3) such certificates, opinions and documents (including UCC
Financing Statements, charge documents and registrations and recordings with the
FAA (if applicable) and the International Registry) as are required to grant to the
Collateral Agent, for the benefit of the Secured Parties, a
perfected security interest in, and Lien on, the Collateral held by such
Intermediate Lessee (it being understood and agreed that, with respect to each



35









 






Aircraft Asset, only the Express Perfection Requirements shall be required to be
satisfied);




     (B) such Intermediate Lessee shall have delivered a Notice of Assignment to
such Lessee in substantially the form of Exhibit F-1 to the Mortgage (or such other
form as has been agreed with the Collateral Agent prior to the Effective Date), and
shall procure a Lessee Acknowledgement in substantially the form of Exhibit F-2 to
the Mortgage (or such other form as has been agreed with the Collateral Agent prior
to the Effective Date) signed by the applicable Lessee as promptly as practicable
after the date the Aircraft is added to the Designated Pool and in any event no
later than 120 days after such date;




     (C) the Administrative Agent shall have received with respect to such
Intermediate Lessee such supporting resolutions, incumbency certificates, opinions
of counsel and other documents or information, in form, content and scope
reasonably satisfactory to them, as may be required by it in its sole discretion;




     (D) if such Intermediate Lessee is incorporated under the laws of Ireland,
within 21 days following the execution of the Security Documents referred to at (B)
and (E) above, the relevant Intermediate Lessee and/or the relevant Borrower Party,
as applicable, shall cause each such Security Document to be filed with the Irish
Companies Registration Office and the Irish Revenue Commissioners and in each case
shall provide evidence of such filings reasonably satisfactory to the
Administrative Agent.



     (d) Termination of Intermediate Lessee’s Status. The Borrower may from time to time, upon not
less than twenty (20) days’ revocable prior written notice from the Borrower to the Administrative
Agent, at any time and from time to time assign the Equity Interests in an Intermediate Lessee to
any Person that is not a Subsidiary of the Borrower or otherwise terminate an Intermediate Lessee’s
status as such, provided that such Intermediate Lessee is not party to an Intermediate
Lease or a Lease or will not be at the time such transfer or other termination of such Intermediate
Lessee’s status as such takes effect. If an Intermediate Lessee’s status is terminated as such,
the Collateral Agent’s security interests in, and Liens on, the assets of such Intermediate Lessee
shall be automatically released. The Collateral Agent shall promptly execute and deliver to the
Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to
evidence its release of the security interests in and Liens on, the applicable assets released in
accordance with the previous sentence.



     (e) Owner Trusts. The Borrower shall be entitled, by giving notice (an “Owner Trust Notice”)
to the Administrative Agent, to permit a Pool Aircraft to be Owned by an Owner Trust (including by
transferring such Ownership from the Borrower to an Owner Trust or from one Owner Trust to
another); provided that:




     (A) such Owner Trust shall have executed and delivered to the Administrative
Agent and the Collateral Agent (1) at least twenty (20) days prior to Owning a Pool
Aircraft, a Borrower Party Request and Assumption



36









 






Agreement, (2) a Grantor
Supplement and (3) such certificates, opinions and documents (including UCC
Financing Statements, charge documents and registrations and recordings with the
FAA (if applicable) and the International Registry) as are required to grant to the
Collateral Agent, for the benefit of the Secured Parties, a perfected security
interest in, and Lien on, the Collateral held by such Owner Trust (it being
understood and agreed that, with respect to each Aircraft Asset, only the Express
Perfection Requirements shall be required to be satisfied);




     (B) the Borrower shall hold all of the Equity Interest in such Owner Trust and
shall have executed and delivered to the Administrative Agent and the Collateral
Agent (1) a Collateral Supplement, (2) the original beneficial interest certificate
evidencing the Borrower’s beneficial interest in the Owner Trust and (3) such
certificates, opinions and documents (including UCC Financing Statements and charge
documents) as are required to grant to the Collateral Agent, for the benefit of the
Secured Parties, a perfected security interest in, and Lien on, the Equity
Interests held by the Borrower in such Owner Trust;




     (C) such Owner Trust (or other relevant Borrower Party) shall have delivered a
Notice of Assignment to the applicable Lessee in substantially the form of Exhibit
F-1 to the Mortgage (or such other form as has been agreed with the Collateral
Agent prior to the Effective Date), and shall procure a Lessee Acknowledgement in
substantially the form of Exhibit F-2 to the Mortgage (or such other form as has
been agreed with the Collateral Agent prior to the Effective Date) signed by the
applicable Lessee as promptly as practicable after the date the Aircraft is added
to the Designated Pool and in any event no later than 120 days after such date;




     (D) the Administrative Agent shall have received with respect to such Owner
Trust such supporting incumbency certificates, opinions of counsel and other
documents or information, in form, content and scope reasonably satisfactory to
them, as may be reasonably required by it;



     (f) Termination of Owner Trust’s Status. The Borrower may from time to time, upon not less
than twenty (20) days’ revocable prior written notice from the Borrower to the Administrative
Agent, at any time and from time to time assign the Equity Interests in an Owner Trust to any
Person that is not a Subsidiary of the Borrower or otherwise terminate an Owner Trust’s status as
such, provided that such Owner Trustee (i) does not Own any Pool Aircraft or will not at
the time such transfer or other termination of such Owner Trust’s status as such takes effect and
(ii) is not party to any Lease or Intermediate Lease or will not be at the time such transfer or
other termination of such Intermediate Lessee’s status as such takes effect. If an Owner Trust’s
status is terminated as such, the Collateral Agent’s security interests in, and Liens on, the
assets of and the Equity Interest in such Owner Trust shall be automatically released. The
Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s
expense, all documents that the Borrower shall reasonably request to evidence its release of
the security interests in and Liens on, the applicable assets released in accordance with the
previous sentence.



37









 





     (g) Specified Representation Deficiency. Notwithstanding anything to the contrary herein, the
status of any Subsidiary of the Borrower as an Intermediate Lessee or Owner Trust shall terminate,
for purposes of the calculation of the Loan-to-Value Ratio only (until the Specified Representation
Deficiency with respect to such Subsidiary no longer exists or the status of such Subsidiary as an
Intermediate Lessee or Owner Trust, as applicable, is terminated as such for all purposes in
accordance with this Agreement), immediately if, at any time, the Borrower and such Subsidiary are
not able to make any of the representations set forth below with respect to such Subsidiary at such
time and any Pool Aircraft leased by it shall immediately be deemed to have an Appraised Value of
$0.00 (the occurrence of such situation with respect to such Subsidiary, a “Specified
Representation Deficiency”):




     (i) Such Subsidiary is subject to civil and commercial laws with respect to its
Obligations under this Agreement and the other Loan Documents to which it is a party
(collectively as to such Subsidiary, the “Applicable Subsidiary Documents”), and the
execution, delivery and performance by such Subsidiary of the Applicable Subsidiary
Documents constitute and will constitute private and commercial acts and not public or
governmental acts. Neither such Subsidiary nor any of its property has any immunity from
jurisdiction of any court or from any legal process (whether through service or notice,
attachment prior to judgment, attachment in aid of execution, execution or otherwise) under
the laws of the jurisdiction in which such Subsidiary is organized and existing in respect
of its obligations under the Applicable Subsidiary Documents.




     (ii) The Applicable Subsidiary Documents are in proper legal form under the laws of the
jurisdiction in which such Intermediate Lessee or Owner Trust, as applicable, is organized
and existing for the enforcement thereof against such Intermediate Lessee or Owner Trust, as
applicable, under the laws of such jurisdiction, and to ensure the legality, validity,
enforceability, priority or admissibility in evidence of the Applicable Subsidiary
Documents.




     (iii) It is not necessary to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Subsidiary Documents that the Applicable
Subsidiary Documents be filed, registered or recorded with, or executed or notarized before,
any court or other authority in the jurisdiction in which such Subsidiary is organized and
existing or that any registration charge or stamp or similar tax be paid at such time on or
in respect of the Applicable Subsidiary Documents or any other document, except for (A) any
such filing, registration, recording, execution or notarization as has been made and (B) any
charge or tax as has been timely paid.




     (iv) There is no tax, levy, impost, duty, fee, assessment or other governmental charge,
or any deduction or withholding, imposed by any Governmental Authority in or of the
Subsidiary’s jurisdiction of organization or Tax residence or in which the Subsidiary has an
office either (A) on or by virtue of the execution or delivery of the Applicable Subsidiary
Documents or (B) on any payment to be made at such time by
such Subsidiary pursuant to the Applicable Subsidiary Documents, except (i) for
Excluded Taxes described in clause (c) or (d) of the definition of such term or (ii) as has
been disclosed to the Administrative Agent and is not material (as determined by the



38









 






Administrative Agent acting reasonably) or (iii) in the case of clause (A), as have been
paid.




     (v) The execution, delivery and performance of the Applicable Subsidiary Documents
executed by such Subsidiary are, under applicable foreign exchange control regulations of
the jurisdiction in which such Subsidiary is organized and existing, not subject to any
notification or authorization at such time except (A) such as have been made or obtained or
(B) such as cannot be made or obtained until a later date (provided that any
notification or authorization described in clause (B) shall be made or obtained as soon as
is reasonably practicable).



     The Borrower agrees to give prompt notice (not to exceed five (5) Business Days) to the
Administrative Agent after it obtains knowledge of any Specified Representation Deficiency and,
upon such notice, will provide a LTV Certificate as of the date of such notice giving pro forma
effect to removal of such Subsidiary as a Borrower Party.



     Section 2.11. Defaulting Lenders. (a) Adjustments. Notwithstanding anything to the
contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such
time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:




     (i) Waivers and Amendments. That Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 9.02.




     (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of that Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VI or otherwise, and
including any amounts made available to the Administrative Agent by that Defaulting Lender
pursuant to Section 9.15), shall be applied at such time or times as may be determined by
the Administrative Agent as follows: first, to the payment of any amounts owing by that
Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request
(so long as not Default or Event of Default exists), to the funding of the Loans in respect
of which that Defaulting Lender has failed to fund its portion thereof as required by this
Agreements, as determined by the Administrative Agent; third, if so determined by the
Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account
and released in order to satisfy obligations of that Defaulting Lender to fund its Loans;
fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a
court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a
result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so
long as no Default or Event of Default exists, to the payment of any amounts owing to the
Borrower as a result of any judgment of a court of competent jurisdiction obtained by the
Borrower against that Defaulting
Lender as a result of that Defaulting Lender’s breach of its obligations under this
Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of
competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Loans in respect of which that Defaulting Lender has not fully
funded its



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appropriate share and (y) such Loans were made at a time when the conditions set
forth in Article 4 were satisfied or waived, such payment shall be applied solely to pay the
Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts paid or
payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender shall be deemed paid to and redirected by that Defaulting Lender, and each
Lender irrevocably consents hereto.



     (b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in
writing in their sole discretion that a Defaulting Lender should not longer be deemed to be a
Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the
effective date specified in such notice and subject to any conditions set forth therein, that
Lender will, to the extent applicable, take such actions as the Administrative Agent may determine
to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with
their Applicable Percentages, whereupon that Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and
provided further that, except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.



ARTICLE 3

Representations and Warranties




     The Borrower and each other Borrower Party represents to the Lender Parties on the Effective
Date that:



     Section 3.01. Organization, etc. Each Borrower Party is a Person duly organized, validly
existing and, if applicable, in good standing under the laws of the jurisdiction of its
organization; and each Borrower Party has the power and authority to own its property and to carry
on its business as now being conducted and is duly qualified and, if applicable, in good standing
as a foreign corporation or other entity authorized to do business in each jurisdiction where,
because of the nature of its activities or properties, such qualification is required, except where
the failure to be so qualified or in good standing could not reasonably be expected to have a
Material Adverse Effect.



     Section 3.02. Authorization; Consents; No Conflict. The execution and delivery by such Borrower Party of any Loan Document to which it is a
party and the performance of its obligations thereunder and the consummation of the transactions
contemplated thereby (a) are within its organizational powers, (b) have been duly authorized by all
necessary corporate action, (c) have received all necessary approvals, authorizations, consents,
registrations, notices, exemptions and licenses (if any shall be required) from (i) the FRBNY and
(ii) all other Governmental Authorities and other Persons, except in the case of (ii) such
approvals, authorizations, consents, registrations, notices, exemptions or licenses non-receipt of
which



40









 




could not reasonably be expected to have a Material Adverse Effect, (d) do not and will not
contravene, constitute a default under or conflict with any provision of (i) Law, (ii) any
judgment, decree or order to which such Borrower Party is a party or by which it is bound, (iii)
its Operating Documents or Organizational Documents or (iv) any provision of any agreement or
instrument binding on such Borrower Party, or any agreement or instrument of which such Borrower
Party is aware affecting the properties of such Borrower Party, except with respect to (i), (ii)
and (iv) above, for any such contravention or conflict which could not reasonably be expected to
have a Material Adverse Effect and (e) do not and will not result in or require the creation or
imposition of any Adverse Claim on any of such Borrower Party’s properties, other than the Security
Documents. Each of the Loan Documents to which such Borrower Party is a party has been duly
authorized, executed and delivered by such Borrower Party.




     Section 3.03. Validity and Binding Nature. This Agreement and the other Loan Documents to
which such Borrower Party is a party constitute (or will constitute when duly executed and
delivered) legal, valid and binding obligations of such Borrower Party, enforceable against such
Borrower Party in accordance with their respective terms, subject to bankruptcy, insolvency,
examinership, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.



     Section 3.04. Financial Statements. The Borrower’s audited consolidated financial statements
as at December 31, 2009, a copy of which has been furnished to each Lender, has been prepared in
accordance with GAAP and fairly presents the financial condition of the Borrower and its
Subsidiaries as at such date and the results of their operations for the period then ended.



     Section 3.05. Litigation and Contingent Liabilities. All Litigation Actions, taken as a
whole, could not reasonably be expected to have a Material Adverse Effect. Other than any
liability incident to such Litigation Actions or provided for or disclosed in the financial
statements referred to in Section 3.04, and other than as set forth in the Borrower’s filings with
the Securities and Exchange Commission, no Borrower Party has any contingent liabilities which are
material to its business, credit, operations or financial condition of the Borrower Parties taken
as a whole.



     Section 3.06. Security Interest.



     (a) The Mortgage creates a valid and (upon the taking of the actions required hereby or
thereby) perfected security interest in favor of the Collateral Agent in the Collateral as security
for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens),
and all filings and other actions necessary to perfect and protect such security interest under the
laws of the United States have been (or in the case of future Collateral will be) duly taken (it
being understood and agreed that, with respect to each applicable Aircraft Asset, only the Express
Perfection Requirements shall apply), enforceable against the applicable Borrower Parties and
creditors of and purchasers from such Borrower Parties. Schedule 3.06 hereto lists, (i) to the
knowledge of the Borrower after due inquiry, all Permitted Liens described in clause (e) or (j) of
the definition of Permitted Liens on the Collateral existing as of the Effective Date and (ii) all
Permitted Liens described in clause (n) of the definition of Permitted Liens on the



41









 




Collateral existing as of the Effective Date of which a responsible officer of the Borrower has received
written notice.




     (b) None of the Collateral has been pledged, assigned, sold or otherwise encumbered other than
pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, and no
Collateral is described in (i) any UCC financing statements filed against any Borrower Party other
than UCC financing statements which have been terminated and the UCC financing statements filed in
connection with Permitted Liens or (ii) any other mortgage registries, including the International
Registry, or filing records that may be applicable to the Collateral in any other relevant
jurisdiction, other than such filings or registrations that have been terminated or that have been
made in connection with Permitted Liens, the Mortgage or any other security document in favor of
the Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in
favor of the Borrower Parties or the Lessee thereunder.



     (c) The rights and obligations of each Borrower Party (as lessor) under the Leases to which it
is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other
than Permitted Liens, and such Borrower Party has the full right, corporate power and lawful
authority to assign, transfer and pledge the same and interests therein as provided in the Mortgage
and the other Security Documents.



     Section 3.07. Employee Benefit Plans. Each employee benefit plan (as defined in Section 3(3)
of ERISA) maintained or sponsored by the Borrower or any Subsidiary complies in all material
respects with all applicable requirements of law and regulations. During the 12-consecutive-month
period prior to the execution and delivery of this Agreement, no ERISA Event has occurred, except
in any such case for events which individually or in the aggregate could not reasonably be expected
to have a Material Adverse Effect. Neither the Borrower nor any ERISA Affiliate is a member of, or
contributes to, any Multiemployer Plan as to which the potential Withdrawal Liability based upon
the most recent actuarial report could reasonably be expected to have a Material Adverse Effect.
Neither the Borrower nor any Subsidiary has any material contingent liability with respect to any
post retirement benefit under an employee welfare benefit plan (as defined in section 3(i) of
ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.



     Section 3.08. Investment Company Act. No Borrower Party is a “registered investment company” or a company “controlled” by a
“registered investment company” or a “principal underwriter” of a “registered investment company”,
within the meaning of the Investment Company Act of 1940, as amended. No Borrower Party is subject
to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur indebtedness or which
may otherwise render all or any portion of the Obligations unenforceable.



     Section 3.09. Regulation U. No Borrower Party is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulation U of the Federal Reserve Board). No proceeds of the
Loan will be sued to purchase or carry any margin stock or to extent credit to others for the
purpose of purchasing or carrying any margin stock.



42









 





     Section 3.10. Information. (a) All written information furnished by or on behalf of any
Borrower Party to any Lender Party in connection with this Agreement, any other Loan Document or
the transactions contemplated hereby or thereby, on the date furnished (and when taken in
connection with previous information so furnished, and the information contained in the Borrower’s
filings with the Securities and Exchange Commission, for the purpose of completeness) shall have
been, to the best of each Borrower Party’s knowledge after due inquiry, true and accurate in every
material respect as of the date of such information, and none of such information contains any
material misstatement of fact or omits to state any material fact necessary to make such
information, in light of the circumstances under which it was made or provided, not misleading,
provided that to the extent any such information, report, financial statement, exhibit or
schedule was based upon or constitutes an opinion or forecast, each Borrower Party represents only
that it acted in good faith and utilized assumptions reasonable at the time made (based upon
accounting principles consistent with the historical audited financial statements of the Borrower)
and exercised due care in the preparation of such information, report, financial statement, exhibit
or schedule.



     (b) All information furnished by the Borrower to any Lender Party on and after the date hereof
shall be, to the best of the Borrower’s knowledge after due inquiry, true and accurate in every
material respect as of the date of such information, and none of such information shall contain any
material misstatement of fact or shall omit to state any material fact necessary to make such
information, in light of the circumstances under which it was made or provided, not misleading,
provided that to the extent any such information, report, financial statement, exhibit
or schedule was based upon or constitutes an opinion or forecast, each Borrower Party represents
only that it acted in good faith and utilized assumptions reasonable at the time made (based upon
accounting principles consistent with the historical audited financial statements of the Borrower)
and exercised due care in the preparation of such information, report, financial statement, exhibit
or schedule.



     Section 3.11. Compliance with Applicable Laws, etc. Each Borrower Party is in compliance with the requirements of all applicable laws, rules,
regulations and orders of all Governmental Authorities (including ERISA) applicable to it, except
for noncompliance that could not reasonably be expected to have a Material Adverse Effect. No
Borrower Party is in default under any agreement or instrument to which such Borrower Party is a
party or by which it or any of its properties or assets is bound, which default could reasonably be
expected to have a Material Adverse Effect. No Event of Default or Default has occurred and is
continuing.



     Section 3.12. Insurance. Each Borrower Party maintains, or has caused to be maintained,
insurance as required by the Mortgage.



     Section 3.13. Taxes. Each Borrower Party has filed all Tax returns which are required to
have been filed and has paid, or made adequate provisions for the payment of, all of its Taxes
which are due and payable, except such Taxes, if any, as are being contested in good faith and by
appropriate proceedings and as to which such reserves or other appropriate provisions as may be
required by GAAP have been established, and except where failure to files such returns or pay such
Taxes, individually or in the aggregate, cannot reasonably be expected to have a Material Adverse
Effect.



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     Section 3.14. Borrower Information. Schedule 3.14, as updated from time to time in writing
to the Lender Parties, accurately sets forth with respect to each Borrower Party (i) the location
of its chief executive office, (ii) its jurisdiction of incorporation, (iii) its entity type and
(iv) its employer or taxpayer identification number (if any) issued by its jurisdiction of
incorporation. Each Borrower Party only has one jurisdiction of incorporation.



     Section 3.15. Solvency. As of the Effective Date (and as also reflected on the Borrower’s
consolidated balance sheet dated as of December 31, 2009, and confirmed by the Appraisals dated as
of February 8, 2010 (in the case of Aircraft Information Services, Inc. and Aviation Specialist
Group), and February 12, 2010 (in the case of AVITAS, Inc.), delivered to the Administrative Agent
as a condition to the occurrence of the Effective Date), the fair value of the assets of each of
(x) the Borrower and (y) the Borrower Parties taken as a whole, exceed their respective
liabilities. As of the Effective Date, neither the Borrower Parties taken as a whole nor the
Borrower is or will be rendered insolvent as a result of the transactions contemplated by this
Agreement and the other Loan Documents.



     Section 3.16. Sanctions. None of the Borrower Parties, any of their Subsidiaries or any
director, officer, employee, agent, affiliate or representative of any Borrower Party or any of its
Subsidiaries is a Person that is, or is owned or controlled by a Person that is, (i) the subject of
any sanctions
administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control
(“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), the Government
of Ireland or other sanctions authority relevant in the United States, Ireland or any other
jurisdiction of incorporation or formation of any Borrower Party (collectively, “Sanctions”), or
(ii) located, organized or resident in a country or territory that is the subject of Sanctions
(each, a “Prohibited Country”). For purposes of this Agreement, the Prohibited Countries shall be
those countries reasonably determined by the Administrative Agent as subject to Sanctions from time
to time and notified to the Borrower Parties. The Prohibited Countries as of the date hereof are
listed on Annex 1.



     Section 3.17. Description of Aircraft and Leases.



     (a) Schedule 3.17(a) attached hereto, as amended from time to time pursuant to Section 2.10
and Section 5.09(a)(vii) hereof is a true and correct list of all Pool Aircraft and the country of
registration of such Pool Aircraft.



     (b) Schedule 3.17(b) attached hereto, as supplemented from time to time pursuant to Section
2.18(f) of the Mortgage, is a true and correct list of all Leases (including, without limitation,
any head leases) in effect with respect to the Pool Aircraft and the name and jurisdiction of
organization or incorporation of the applicable Lessees.



     Section 3.18. Ownership. The Borrower Owns each Pool Aircraft, and the Borrower holds 100%
of the Equity Interest in each Intermediate Lessee and each Owner Trust.



     Section 3.19. Use of Proceeds. The proceeds of the Loans will be used by the Borrower (a) to
pay indebtedness of the Borrower outstanding as of the Effective Date, (b) to pay interest, fees
and expenses payable on such indebtedness or payable hereunder and (c) for general corporate
purposes.



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ARTICLE 4

Conditions




     Section 4.01. Effective Date. The obligations of each Lender to make its Loans hereunder
shall not become effective until the date on which each of the following conditions is satisfied
(or waived in accordance with Section 9.02):



     (a) The Administrative Agent (or its counsel) shall have received from each Borrower Party and
the Collateral Agent executed counterparts of this Agreement, including sufficient original
executed counterparts for each Lender.



     (b) The Collateral Agent shall have received from each party thereto executed counterparts of
the Mortgage and all supplements thereto in a form sufficient to file with the FAA, the
International Registry and any other Governmental Authority where filing or registration of the
Mortgage and any supplements thereto is required under Requirements of Law of the United States to
perfect the Collateral Agent’s security interest in, and Lien on, the Pool Aircraft and all other
Aircraft Assets.



     (c) The Administrative Agent shall have received a favorable written opinion (addressed to
each Lender Party and dated the Effective Date) of each of (i) Clifford Chance US LLP with respect
to New York law, in-house counsel to the Borrower with respect to California law and other matters,
and A&L Goodbody with respect to Irish law, each counsel for the Borrower Parties, substantially in
the form of Exhibit E-1A, E-1B and E-1C (as applicable) hereto as to such matters as any Lender
Party may reasonably request, including non-contravention of any indenture, agreement, mortgage,
deed of trust or other instrument to which any Borrower Party is a party or by which it is bound or
any of its properties are subject (including, but not limited to, any Lease), and (ii) Daugherty,
Fowler, Peregrin & Haught, A Professional Corporation, special FAA counsel to the Borrower Parties,
substantially in the form of Exhibit E-2, and, in the case of each opinion required by this
subsection, covering such other matters relating to the Borrower Parties, the Loan Documents, the
Collateral or the transactions contemplated thereby as any Lender Party shall reasonably request.
The Borrower Parties request such counsel to deliver such opinions.



     (d) The Collateral Agent shall have received UCC Financing Statements from each Borrower
Party, naming such Borrower Party as debtor, naming the Collateral Agent (for the benefit of the
Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing
Statements to be satisfactory to the Collateral Agent).



     (e) The Administrative Agent shall have received such documents and certificates as the Lender
Parties or their respective counsel may reasonably request relating to the organization, existence
and, if applicable, good standing of the Borrower Parties, the authorization of the transactions
contemplated by the Loan Documents and any other legal matters relating to the Borrower Parties,
the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form
and substance satisfactory to the Lender Parties and their counsel.



45









 





     (f) The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by the President, a Vice President or a Financial Officer of the Borrower, confirming
compliance with the conditions set forth in clauses (k) and (l) of this Section 4.01.



     (g) The Borrower shall have paid all fees and other amounts due and payable to the Lender
Parties or other Person in connection with the transactions contemplated under the Loan Documents
on or before the Effective Date, including (i) an upfront fee to each Lender on the Effective Date
in an amount equal to 2.00% of the amount of such Lender’s Commitment; (ii) any amounts due under
the Fee Letter to any Person; and (iii) all other fees and other amounts due and payable to any
other Person pursuant to any other agreement related to the transactions contemplated in the Loan
Documents to the extent invoiced in reasonable detail.



     (h) The Administrative Agent and the Collateral Agent shall have received the results of a
recent Lien, tax and judgment search in each relevant jurisdiction, including without limitation
each jurisdiction in which each Borrower Party is organized, each jurisdiction in which each Pool
Aircraft is registered, the FAA registry and the International Registry with respect to each
Borrower Party and the Collateral, revealing no Liens on any of the assets of any Borrower Party or
the Collateral, other than Permitted Liens.



     (i) All consents and approvals required to be obtained by the Borrower Parties from any
Governmental Authority or other Person in connection with the transactions contemplated by the Loan
Documents shall have been obtained, and all applicable waiting periods and appeal periods shall
have expired, in each case without the imposition of any burdensome condition.



     (j) The Administrative Agent shall have received a certificate from the Chief Financial
Officer of the Borrower, in form and substance reasonably satisfactory to it, with respect to the
Borrower Parties, taken as a whole, corresponding to the representations in Article 3.



     (k) The representations and warranties of the Borrower Parties contained in Article 3 of this
Agreement and contained in each other Loan Document shall be true and correct on and as of the
Effective Date, except to the extent that such representations and warranties specifically refer to
an earlier date, in which case they shall be true and correct as of such earlier date.



     (l) Immediately after giving effect to the Loan, no Default or Event of Default shall have
occurred and be continuing.



     (m) The Administrative Agent shall have received three Appraisals of each Pool Aircraft in
form and substance satisfactory to it. Such Appraisals shall (i) have been conducted by a
Qualified Appraiser prior to the Effective Date and (ii) show that the aggregate Appraised Value of
all Pool Aircraft as of the Effective Date is sufficient to cause the Loan-to-Value Ratio to be
less than or equal to 63%, after giving pro forma effect to the Loans to be made on the Effective
Date.



     (n) The Administrative Agent shall have received evidence satisfactory to it that each of the
Pool Aircraft are Owned by the Borrower as of the Effective Date.



     (o) The Administrative Agent shall have received evidence satisfactory to it that the Borrower
has received all waivers and/or amendments to its existing indentures, agreements,



46









 




mortgage, deeds
of trust and other instruments to which it is a party, and any waiver or approval required from the
FRBNY, necessary to allow it to undertake the transactions contemplated by the Loan Documents.




     (p) The Administrative Agent shall have received from each Borrower Party such supplements to
the Mortgage, charges, consents, UCC Financing Statements and amendments and other similar
instruments, agreements, certificates, documents and opinions of counsel as the Lender Parties may
reasonably request, together with evidence to their satisfaction that all necessary actions have
been taken, in order to grant the Collateral Agent, for the benefit of the Secured Parties, a
first-priority security interest in, and Lien on, the Collateral, provided that, with
respect to each applicable Aircraft Asset, only the Express Perfection Requirements shall apply.



     (q) The Borrower shall have delivered to each Lessee, and the Administrative Agent shall have
received copies of, a Lessee Notice (as defined in the Mortgage), executed by the applicable
Borrower Party, relating to each lease of each Pool Aircraft.



     (r) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority
perfected security interest in the Collateral (subject only to Permitted Liens) (it being
understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection
Requirements shall be required to be satisfied).



     (s) Each Lender who requests a Note (or the Administrative Agent, on behalf of each such
Lender) shall have received a signed original of a Note with respect to its Loan, duly executed by
the Borrower.



     (t) The Administrative Agent shall have received insurance certificates and broker’s letters
or other evidence reasonably satisfactory to the Administrative Agent confirming that each Borrower
Party maintains, or has caused to be maintained, insurance as required by the Mortgage.



     (u) At least 10 days prior to the Effective Date, the Lenders shall have received all
documentation and other information required by bank regulatory authorities under applicable
“know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act.


Promptly after the Effective Date occurs, the Administrative Agent shall notify each other Lender
Party and each Borrower Party thereof, and such notice shall be conclusive and binding.




     Without limiting the generality of the provisions of the last paragraph of Section 8.03, for
purposes of determining compliance with the conditions specified in this Section 4.01, each Lender
that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be
satisfied with, each document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Effective Date specifying its objection thereto.



47









 





     Section 4.02. Quiet Enjoyment Letters. Prior to the Effective Date, the Collateral Agent
shall have provided a quiet enjoyment letter (in the form provided to the Collateral Agent by the
Borrower) relating to each Lease of each Aircraft that will be a Pool Aircraft as of the Effective
Date.



ARTICLE 5

Covenants




     Until all the principal of and interest on the Loans and all fees payable hereunder have been
paid in full, each Borrower Party covenants and agrees with each Lender Party that:



     Section 5.01. Legal Existence and Good Standing. Except as permitted under Section 2.10 or Section 5.17, such Borrower Party shall do or
cause to be done all things necessary to preserve and keep in full force and effect its corporate
existence and the rights (charter and statutory) and franchises of the Borrower Parties;
provided, however, that no Borrower Party will be required to preserve any such
right or franchise if it shall determine that the preservation thereof is no longer desirable in
the conduct of the business of such Borrower Party and that the loss thereof is not disadvantageous
in any material respect to the Lenders or the Administrative Agent.



     Section 5.02. Protection of Security Interest of the Lenders.



     (a) Such Borrower Party shall deliver to the Collateral Agent such additional supplements to
the Mortgage, charges, consents and other similar instruments, agreements, certificates, opinions
and documents (including UCC Financing Statements and charge documents) as the Collateral Agent or
the Administrative Agent may reasonably request to effectuate the terms hereof and under and in
accordance with the Security Documents and thereby to:




     (i) (A) grant, maintain, protect and evidence security interests in favor of the
Collateral Agent, for the benefit of the Secured Parties, (B) take all actions necessary to
perfect security interests in favor of the Collateral Agent in accordance with (1) the laws
of the United States (or any instrumentality thereof) (including but not limited to the
filing of UCC Financing Statements in the appropriate locations, including the State of
California and the District of Columbia, and appropriate offices and registrations and
recordings with the FAA and the International Registry), (2) the Cape Town Convention, (3)
the laws of the jurisdiction of registration of each Pool Aircraft and (4) the laws of any
other jurisdiction applicable to the Borrower Party (in the reasonable judgment of the
Collateral Agent), in any or all present and future property of such Borrower Party which
would constitute Collateral under and in accordance with the terms of the Security Documents
prior to the Liens or other interests of any Person, except to the extent Permitted Liens
may have priority; and




     (ii) otherwise establish, maintain, protect and evidence the rights provided to the
Collateral Agent, for the benefit of the Secured Parties, under and in accordance with the
terms hereof and of the Security Documents including anything that may be necessary



48









 






or advisable under (A) the laws of the United States (or any instrumentality thereof), (B) the
Cape Town Convention, (C) the laws of the jurisdiction of registration of each Pool Aircraft
and (D) the laws of any other jurisdiction applicable to the Borrower Party (in the judgment
of the Collateral Agent);


provided, however, that, with respect to the security interest in any Aircraft
Asset, only the Express Perfection Requirements shall be required to be satisfied.




     (b) No Borrower Party shall change its name, identity or corporate structure (within the
meaning of Article 9 of the UCC) unless such Borrower Party shall have given the Collateral Agent
at least thirty (30) days’ prior written notice thereof; provided that, upon the Collateral
Agent’s request in any case in which, in the Collateral Agent’s reasonable opinion, such
change of name, identity or corporate structure would or could make the Mortgage, the other
Security Documents, any filings or registrations or any financing statement or continuation
statement filed pursuant to the terms hereof or any other Loan Documents misleading within the
meaning of Section 9-402(7) of the UCC or any other applicable law, such Borrower Party shall
promptly file appropriate amendments to all previously made filings or registrations and all
previously filed financing statements and continuation statements.



     (c) Each Borrower Party shall give the Collateral Agent at least thirty (30) days’ prior
written notice of any change of such Borrower Party’s jurisdiction of incorporation.



     (d) The Borrower shall furnish to the Collateral Agent from time to time such statements and
schedules further identifying and describing the Collateral as the Collateral Agent may reasonably
request, all in reasonable detail.



     Section 5.03. Ownership, Operation and Leasing of Pool Aircraft. No Borrower Party shall:



     (a) other than in connection with a sale, transfer or other disposition permitted under
Section 5.04, permit any Person other than the Borrower (except to the extent of the Local
Requirements Exception) to own beneficially any Pool Aircraft, nor permit any Person other than the
Borrower or an Owner Trust (except to the extent of the Local Requirements Exception) to hold title
to any Pool Aircraft;



     (b) other than in connection with a sale, transfer or other disposition permitted under
Section 5.04, permit any Person other than the Borrower (except to the extent of the Local
Requirements Exception) to hold any portion of the Equity Interest in any Intermediate Lessee;



     (c) enforce or amend, replace or waive any term of, or otherwise modify, any Lease with
respect to any Pool Aircraft in a manner other than in a manner consistent with Leasing Company
Practice;



     Section 5.04. Limitation on Disposition of Aircraft. Except as expressly provided in Section
2.10 or Section 5.17, the Borrower shall not sell, transfer or otherwise dispose of any Pool
Aircraft unless the requirements in Section 5.16(a) shall be satisfied after giving pro forma
effect to such sale, transfer or other disposition.



49









 





     Section 5.05. Payment of Taxes or Other Claims. The Borrower will pay or discharge or cause
to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Borrower or any of its Subsidiaries, and (2) all
lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon
the property of the Borrower or any of its Subsidiaries; provided, however, that
the Borrower shall not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is being contested in good
faith by appropriate proceedings.



     Section 5.06. Representations Regarding Operation. No Borrower Party shall represent or hold
out, or consent to any Lessee to represent or hold out, any Lender Party as (i) the owner or lessor
of any Pool Aircraft, (ii) carrying goods or passengers on any Pool Aircraft or (iii) being in any
way responsible for any operation of carriage (whether for hire or reward or gratuitously) with
respect to any Pool Aircraft.



     Section 5.07. Compliance with Laws, Etc. Each Borrower Party shall comply in all material
respects with all Requirements of Law (including ERISA or any laws applicable to any Foreign
Pension Plan), rules, regulations and orders and preserve and maintain its corporate existence,
rights, franchises, qualifications, and privileges except to the extent that the failure so to
comply with such laws, rules and regulations or the failure so to preserve and maintain such
existence, rights, franchises, qualifications, and privileges is caused by a Third Party Event (and
only for so long as the Borrower and the applicable Borrower Party are complying with the
requirements of the proviso to the last paragraph of Section 2.16(a) of the Mortgage) or would not
materially adversely affect the Collateral, the collectability of monies owed under the Leases or
the ability of such Borrower Party to perform its obligations under the Loan Documents.



     Without limiting the foregoing, each Borrower Party shall obtain all governmental (including
regulatory) registrations, certificates, licenses, permits and authorizations required to be
obtained by it in connection with the Loan Documents and for the Pool Aircraft Owned or leased by
it, including a current certificate of airworthiness for each Pool Aircraft (issued by the
applicable aviation authority and in the appropriate category for the nature of operations of such
Pool Aircraft) unless such Pool Aircraft is not subject to a Lease or is undergoing maintenance or
modification or would not materially adversely affect the Collateral, the collectability of monies
owed under the Leases or the ability of such Borrower Party to perform its obligations under the
Loan Documents, in which case all appropriate governmental (including regulatory) registrations,
certificates, licenses, permits and authorizations shall be maintained.



     Section 5.08. Notice of Adverse Claim or Loss. Each Borrower Party shall notify the Lender
Parties promptly after a responsible officer of the Borrower obtaining knowledge thereof, in
writing and in reasonable detail, (i) of any Adverse Claim known to it made or asserted against any
of the Collateral (other than Permitted Liens), (ii) of the occurrence of any event which would
have a material adverse effect on the assignments and security interests granted by the Borrower
Parties under any Loan Document, (iii) of any loss, theft, damage, or destruction to any Pool
Aircraft if the potential cost of repair or replacement of such asset (without regard to any
insurance claim related thereto) may exceed the greater of the damage notification threshold under
the relevant Lease and $2,000,000; and (iv) as soon as such Borrower Party becomes



50









 




aware of any
settlement offer received by such Borrower Party with respect to any claim of damage or loss in
excess of $10,000,000 with respect to a Pool Aircraft.




     Section 5.09. Reporting Requirements.



     (a) The Borrower shall furnish, or cause to be furnished, to the Administrative Agent:




     (i) as soon as available and in any event within 95 days after the end of each Fiscal
Year, a copy of the audited consolidated financial statements, prepared in accordance with
GAAP, for such year of the Borrower and its consolidated Subsidiaries, certified by any firm
of nationally recognized independent certified public accountants;




     (ii) as soon as available and in any event within 50 days after the end of each of the
first three quarters of each Fiscal Year, with respect to the Borrower and its consolidated
Subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at
the end of the previous Fiscal Year, and consolidated statements of income for such quarter
and for the period commencing at the end of the previous Fiscal Year and ending with the end
of such quarter prepared in accordance with GAAP, certified by the officer in charge of
financial matters of the Borrower identifying such balance sheets or statements as being the
balance sheets or statements of the Borrower described in this paragraph (ii) and stating
that the information set forth therein fairly presents the financial condition of the
Borrower and its consolidated Subsidiaries as of the last day of such quarter of such Fiscal
Year in conformity with GAAP, subject to year-end adjustments and omissions of footnotes and
subject to the auditors’ year end report;




     (iii) concurrently with each delivery of financial statements under clause (i) or (ii)
above, a certificate of a Financial Officer of the Borrower (A) certifying as to whether to
his or her knowledge an Event of Default has occurred and is continuing and, if an Event of
Default has occurred and is continuing, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, and (B) stating whether any change in GAAP or
in the application thereof has occurred since the date of the Borrower’s most recent audited
financial statements referred to in Section 3.04 or delivered pursuant to this Section and,
if any such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;




     (iv) as soon as possible and in any event within two Business Days after he or she
obtains knowledge of the occurrence and continuance of a Default or an Event of Default
(including, for the avoidance of doubt, by receipt of a notice of any default under any
Material Indebtedness which with the passing of time or giving of notice or otherwise could
reasonably be expected to lead to an Event of Default under Article 6(f)), a written
statement of a Financial Officer of the Borrower setting forth complete details of such
Default or Event of Default, and the action, if any, which the Borrower Parties have taken
or propose to take with respect thereto;




     (v) promptly, from time to time, subject to applicable confidentiality restrictions
such other information, documents, Records or reports respecting the Pool



51









 






Aircraft, the
Leases, the Aircraft Assets or the condition or operations, financial or otherwise, of the
Borrower Parties or any of their Subsidiaries which are reasonably available to it and which
the Administrative Agent may, from time to time, reasonably request;




     (vi) prompt written notice of the issuance by any court or governmental agency or
authority of any injunction, order, decision or other restraint prohibiting, or having the
effect of prohibiting, the performance of any Borrower Party’s obligations hereunder or
under any other Loan Document, or invalidating, or having the effect of invalidating, any
provision of this Agreement, or any other Loan Document, or the initiation of any litigation
or similar proceeding seeking any such injunction, order, decision or other restraint, in
each case, of which a responsible officer has knowledge;




     (vii) on or prior to each LTV Determination Date, a certificate of a Financial Officer
in substantially the form of Exhibit I (an “LTV Certificate”) setting forth in detail
reasonably satisfactory to the Administrative Agent (i) computations of the Loan-to-Value
Ratio as of such LTV Determination Date, (ii) if applicable, the LTV Cure that was or will
be, as applicable, undertaken by the Borrower pursuant to Section 5.16 (including, if
applicable, the Non-Pool Aircraft that the Borrower has added or will add to the Designated
Pool to effectuate such LTV Cure) and (iii) a complete list of all Pool Aircraft comprising
the Designated Pool as of such LTV Determination Date (which list shall replace Schedule
3.17(a) hereto upon delivery of such LTV Certificate), together with three Appraisals, each
conducted by a Qualified Appraiser, in substance reasonably satisfactory to the
Administrative Agent, 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;
provided, however, no Aircraft may be removed from Schedule 3.17(a) (and any
such removal shall be ineffective) unless the Borrower shall be in compliance with Section
5.16.




     (viii) as soon as is available and in any case within ten Business Days after the
Appraisal Date, three Appraisals of each Pool Aircraft from Qualified Appraisers and, at any
time during the continuance of an Event of Default, at the request of the Administrative
Agent, Appraisals of the Pool Aircraft specified in such request from Qualified Appraisers.
Each Appraisal shall be conducted (i) by a Qualified Appraiser, (ii) at the sole cost and
expense of the Borrower and (iii) no more than thirty (30) days prior to the date such
Appraisal is furnished.



     (b) The Lender Parties are hereby authorized to deliver a copy of any such financial or other
information delivered hereunder to any other Lender Party, to any Government Authority having
jurisdiction over any such Person or any Borrower Party pursuant to any written request therefor or
in the ordinary course of examination of loan files, to any rating agency in connection with their
respective ratings of commercial paper issued by the Lenders or to any other Person who shall
acquire or consider the assignment of, or acquisition of any interest in, any Obligation permitted
by this Agreement; provided that such Person (not including any Government Authority or any
rating agency) agrees in writing to the confidentiality provisions set forth in Section 9.14.



52









 





     (c) Documents required to be delivered pursuant to this Section 5.09 (to the extent any such
documents are included in materials otherwise filed with the SEC) may be delivered electronically
and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower
posts such documents, or provides a link thereto on the Borrower’s website on the Internet at a
website address provided to the Administrative Agent; or (ii) on which such
documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to
which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower
shall deliver paper copies of such documents to the Administrative Agent or any Lender that
requests the Borrower to deliver such paper copies and (ii) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such
documents and provide to the Administrative Agent by electronic mail electronic versions (i.e.,
soft copies) of such documents. Notwithstanding anything contained herein, in every instance the
Borrower shall be required to provide paper copies of the certificates required by Section
5.09(a)(iv) to the Administrative Agent. Except for the items in subsections (iv) and (viii) of
5.09(a), the Administrative Agent shall have no obligation to request the delivery or to maintain
copies of the documents referred to above, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents.



     The Borrower hereby acknowledges that (a) the Administrative Agent and/or an Arranger Entity
will make available to the Lenders information provided by or on behalf of the Borrower hereunder
(collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another
similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”)
may have personnel who do not wish to receive material non-public information with respect to the
Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be
engaged in investment and other market-related activities with respect to such Persons’ securities.
The Borrower hereby agrees that it will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all
such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum,
shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the
Administrative Agent, any Arranger Entity and the Lenders to treat such Borrower Materials as not
containing any material non-public information (although it may be sensitive and proprietary) with
respect to the Borrower or its securities for purposes of United States federal and state
securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information”; and (z) the Administrative Agent and an Arranger Entity shall
be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for
posting on a portion of the Platform not designated “Public Side Information”.



     Section 5.10. Limitation on Transactions with Affiliates. No Borrower Party shall enter
into, renew or extend any transaction after the date hereof (including the purchase, sale, lease or
exchange of property or assets, or the rendering of any service) with any Affiliate of the Borrower
(other than any of its Subsidiaries), except upon terms no less favorable to such



53









 




Borrower Party
than could be obtained, at the time of such transaction or at the time of the execution of the
agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not
such an Affiliate and pursuant to enforceable agreements. Notwithstanding the foregoing, nothing
in this Section shall have the effect of
prohibiting any transaction authorized by Section 2.10 or any insurance transaction that is
entered into in the ordinary course of business and not for speculative purposes between Borrower
and Parent or any Affiliate of Parent.




     Section 5.11. Inspections. Not more frequently than one time per calendar year (unless an
Event of Default shall have occurred and be continuing), the Administrative Agent, or its agents or
representatives, may, upon reasonable notice and during regular business hours, at the Borrower
Party’s expense, which notice shall in no event be less than five Business Days (except if an Event
of Default shall have occurred and be continuing), as requested by the Administrative Agent, (i)
examine and make copies of and abstracts from all books, records and documents (including computer
tapes and disks) in the possession or under the control of any Borrower Party and (ii) visit the
offices and properties of any Borrower Party, for the purpose of examining such materials described
in clause (i) above, and discussing matters relating to the Aircraft Collateral or any Borrower
Party’s performance under the Loan Documents or under the Leases with any appropriate officers or
employees of any Borrower Party, having knowledge of such matters.



     Section 5.12. Use of Proceeds; Margin Regulations. The proceeds of the Loans will be used
solely to (a) pay indebtedness of the Borrower outstanding as of the Effective Date, (b) pay
interest, fees and expenses payable on such indebtedness or payable hereunder and (c) general
corporate purposes. No part of the proceeds of the Loans will be used, directly or indirectly, for
any purpose that entails a violation of any of the Regulations of the Federal Reserve Board,
including Regulations T, U and X.



     Section 5.13. Insurance. Each Borrower Party shall maintain or cause to be maintained
insurance covering such risks, and in such amounts as specified in Section 2.17 and Schedule V of
the Mortgage.



     Section 5.14. UNSC, EU and United States Sanctions and Export Restrictions. No Borrower
Party shall, nor shall it permit or cause any of its Subsidiaries to, directly or through a
Subsidiary, lease, sell, purchase or own an aircraft, to any Person to which the export and/or use
of such aircraft or engine is not permitted (including by reason of such Person’s location), or
would not be permitted if the Borrower Party’s transaction were governed by the laws of the United
States, under (A) any UNSC sanctions or export restrictions, (B) any EU sanctions or export
restrictions, (C) any sanctions administered or enforced by OFAC, (D) the Export Administration
Regulations administered by the Bureau of Industry and Security of the U.S. Commerce Department,
(E) the International Traffic in Arms Regulations administered by the Directorate of Defense Trade
Controls of the U.S. Department of State, or (F) any subsequent sanctions, regulations or orders,
the effect of which prohibits or restricts the export and/or use of aircraft to such country or
such Person, after giving effect in each case to applicable licenses and other exemptions. Each
Borrower Party shall, and shall cause any of its Subsidiaries to, deliver to the Lenders any
certification or other evidence reasonably requested from time to time by the Lenders, confirming
its compliance with this Section.



54









 





     Section 5.15. Sanctions. (a) No Borrower Party shall, directly or indirectly, use the
proceeds of the Loans, or lend, contribute or otherwise make available any funds to any subsidiary,
joint venture partner or other Person (i) to fund any activities or business of or with any Person
or in any country or territory that, at the time of such funding or facilitation, is the subject of
any Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any
Lender Party participating in the Loans, whether as lender, borrower, advisor or otherwise.



     (b) No Borrower Party shall permit any Pool Aircraft (i) to be registered in, or operated by
any Lessee domiciled in, or organized under the laws of, a Prohibited Country or (ii) to be
operated by any Lessee under a Lease if the existence of such Lease would cause any Borrower Party
to be in violation of Section 5.14 or this Section 5.15, otherwise in violation of any Sanctions,
or in violation of any Requirement of Law relating to money laundering, including the Bank Secrecy
Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”), or any
implementing regulations thereunder.



     Section 5.16. Loan-to-Value Ratio; Average Age.



     (a) The Borrower will not permit (i) the Loan-to-Value Ratio on any LTV Determination Date to
exceed 63% and (ii) the Average Age on any LTV Determination Date to exceed the age that is equal
to the sum of (x) the Average Age on the Effective Date, plus (y) the amount of time elapsed since
the Effective Date, plus (z) 6 months; provided that the Average Age may exceed such age
for up to 120 consecutive days if such excess results solely from an Event of Loss or Specified
Representation Deficiency.



     (b) The Loan-to-Value Ratio shall be tested on the Effective Date, each Payment Date beginning
on the second Payment Date, upon the sale or removal of any Pool Aircraft from the Designated Pool
in accordance with Section 2.10, upon the substitution of a Non-Pool Aircraft for a Pool Aircraft
or prepayment under Section 2.06, upon an Event of Loss and upon a Specified Representation
Deficiency in accordance with Section 2.10(g) (each such date, a “LTV Determination Date”).



     (c) In the event that the Loan-to-Value Ratio as of any LTV Determination Date is or will be
(as applicable in accordance with Section 5.16(d)), after giving effect to any sale, removal or
substitution of any Pool Aircraft, greater than that permitted pursuant to Section 5.16(a) above,
the Borrower shall be required, in any combination, to (i) prepay all or a portion of the principal
amount of the Loans by deposit into the Administrative Agent’s Account and/or (ii) add Non-Pool
Aircraft, in each case such that the Designated Pool shall be in compliance with Section 5.16(a)
after giving pro forma effect to such addition (each of (i) and (ii), an “LTV Cure”), in an
aggregate amount sufficient to cause the Loan-to-Value Ratio, after giving pro forma effect to any
LTV Cure, to satisfy the requirements of Section 5.16(a) as of such LTV Determination Date.



     (d) The Borrower shall complete the applicable LTV Cure(s) (i) in connection with any LTV
Determination Date relating to the sale, substitution or removal of any Pool Aircraft, or that is
the Effective Date, on or prior to the LTV Determination Date, and (ii) after any other LTV
Determination Date, (A) with respect to any LTV Cure consisting of prepayment of the



55









 




Loans, within
three Business Days following the delivery of such LTV Certificate and (B) with respect to any
other LTV Cure, within 45 days (or within 120 days in the case of an LTV Cure resulting from an
Event of Loss or Specified Representation Deficiency) following the delivery of such LTV
Certificate.




     Section 5.17. Mergers, Consolidations and Sales of Assets. (a) The Borrower shall not
consolidate with or merge into any other Person or convey, transfer or lease its properties and
assets substantially as an entirety to any Person, and the Borrower shall not permit any Person to
consolidate with or merge into the Borrower or convey, transfer or lease its properties and assets
substantially as an entirety to the Borrower, unless:




     (i) in case the Borrower shall consolidate with or merge into another Person or convey,
transfer or lease its properties and assets substantially as an entirety to any Person, the
Person formed by such consolidation or into which the Borrower is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the
Borrower substantially as an entirety shall be a corporation, partnership or trust, shall be
organized and validly existing under the laws of the United States of America, any State
thereof or the District of Columbia and shall expressly assume, by an amendment hereto,
executed and delivered to the Administrative Agent, in form and substance satisfactory to
the Administrative Agent, the due and punctual payment of the principal of (and premium, if
any) and interest on all the Loans and the performance of every covenant of this Credit
Agreement and the other Loan Documents on the part of the Borrower to be performed or
observed;




     (ii) immediately after giving effect to such transaction no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of Default, shall
have occurred and be continuing;




     (iii) if, as a result of any such consolidation or merger or such conveyance, transfer
or lease, any properties or assets of the Borrower would become subject to a mortgage,
pledge, lien, security interest or other encumbrance which would not be permitted under
Sections 5.02 and 5.03, the Borrower or such successor Person shall take such steps as shall
be necessary effectively to (A) restore (if adversely affected) a first priority perfected
security interest in the Collateral for the benefit of the Collateral Agent (on behalf of
the Secured Parties) in accordance with the requirements of the Loan Documents and (B)
otherwise secure the Obligations equally and ratable with (or, at the option of the
Borrower, prior to) all indebtedness secured thereby; and




     (iv) the Borrower has delivered to the Administrative Agent an officers’ certificate
and an opinion of counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if any amendment is required in connection with such
transaction, such amendment comply with this Section 5.17 and that all conditions
precedent herein provided for relating to such transaction have been complied with.



     (b) Upon any consolidation by the Borrower with or merger by the Borrower into any other
Person or any conveyance, transfer or lease of the properties and assets of the Borrower
substantially as an entirety in accordance with clause (a), the successor Person formed by such



56









 




consolidation or into which the Borrower is merged or to which such conveyance, transfer or lease
is made shall succeed to, and be substituted for, and may exercise every right and power of, the
Borrower under the Loan Documents with the same effect as if such successor Person had been named
as the Borrower herein, and thereafter, except in the case of a lease, the predecessor Person shall
be relieved of all obligations and covenants under the Loan Documents.




     Section 5.18. Requirements Following Additions to Designated Pool. (a) The Borrower shall
deliver to the Collateral Agent a Lessee Acknowledgement (as defined in the Mortgage) executed by
the lessee of each Pool Aircraft as promptly as practicable after such Aircraft is included in the
Designated Pool, but in any event no later than 120 days after such date, including with respect to
Aircraft included in the Designated Pool on the Effective Date.



     (b) Required Cape Town Registrations with respect to International Interests in Leases that
are not registered on the International Registry as of the date an Aircraft is added to the
Designated Pool shall be made as promptly as practicable, but in any event no later than 120 days
after such date.



ARTICLE 6

Events of Default




     If any of the following events (“Events of Default”) shall occur:



     (a) the Borrower shall fail to pay any principal of the Loans when the same shall become due;



     (b) the Borrower shall fail to pay when due any interest on the Loans and such failure shall
continue unremedied for a period of three Business Days, or the Borrower shall fail to pay when due
any fee or other amount (except an amount referred to in clause (a) above) payable under any Loan
Document, and such failure shall continue unremedied for a period of seven Business Days after
demand upon or other notice to such Borrower;



     (c) any representation, warranty or certification made or deemed made by or on behalf of any
Borrower Party in or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made
or deemed made and the adverse effect thereof, if capable of
being remedied, shall continue unremedied for a period of 30 days after the date on which the
applicable Borrower Party shall have received written notice thereof from any Lender Party;



     (d) the Borrower shall fail to observe or perform any covenant or agreement contained in
Sections 5.01, 5.04, 5.13, 5.16(a)(ii), 5.16(d) or 5.17;



     (e) any Borrower Party shall fail to observe or perform any covenant or agreement contained in
any Loan Document (other than those specified in clause (a), (b) or (d) above), and such failure
shall continue unremedied for a period of 60 days (or, if the Borrower failed to give



57









 




notice of
such noncompliance or nonperformance pursuant to Section 5.09(a)(iv) within two Business Days after
obtaining knowledge thereof, 60 days minus the number of days elapsed between the date the Borrower
obtained such knowledge and the date the Borrower gives the notice pursuant to Section 5.09(a)(iv),
but in no event less than two Business Days) after notice thereof from any Lender Party to the
Borrower (which notice will be given by the Administrative Agent at the request of the Required
Lenders);




     (f) default under any mortgage, indenture or instrument under which there is issued, or which
secures or evidences, any Material Indebtedness of the Borrower or any Borrower Party now existing
or hereinafter created, which default shall constitute a failure to pay any amount of principal of
or interest on such Material Indebtedness when due and payable (other than as a result of
acceleration), after expiration of any applicable grace period with respect thereto, or shall have
resulted in an aggregate principal amount of any Material Indebtedness becoming or being declared
due and payable prior to the date on which it would otherwise have become due and payable, without
such indebtedness having been discharged or such acceleration having been rescinded or annulled
within a period of 30 days after there has been given a written notice to the Borrower by the
Administrative Agent or to the Borrower and the Administrative Agent by the Lenders of at least 25%
in outstanding principal amount of the Loans, specifying such default with respect to the other
indebtedness and requiring the Borrower to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a notice of an Event of
Default hereunder;



     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of any Borrower Party or its
debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership, examinership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, examiner, trustee, custodian, sequestrator, conservator or similar
official for any Borrower Party or for a substantial part of its assets, and, in any such case,
such proceeding or petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;



     (h) any Borrower Party shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization, examination or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership, examinership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (g) above, (iii) apply for or consent to the
appointment of a receiver, examiner, trustee, custodian, sequestrator, conservator or similar
official for any Borrower Party or for a substantial part of its respective assets, (iv) file an
answer admitting the
material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) have its board of directors vote to approve any
action for the purpose of effecting any of the foregoing;



     (i) any Borrower Party shall become unable, admit in writing its inability or fail generally
to pay its debts as they become due;



     (j) one or more judgments for the payment of money in an aggregate amount exceeding
$50,000,000 shall be rendered against the Borrower Parties taken as a whole and shall



58









 




remain
undischarged for a period of 60 consecutive days during which execution shall not be effectively
stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any
asset of any Borrower Party to enforce any such judgment; or




     (k) any Lien purported to be created under any Security Document shall be asserted by any
Borrower Party not to be, a valid and perfected Lien on any Collateral with the same priority as
and to the extent provided for under the applicable Security Documents except as a result of a sale
or other disposition of the applicable Collateral in a transaction permitted under the Loan
Documents;



     (l) an ERISA Event shall have occurred that when taken either alone or together with all other
such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;


then, and in every such event (except an event with respect to the Borrower described in clause (g)
or (h) above), and at any time thereafter during the continuance of such event, the Administrative
Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, (i) if such
notice shall have been delivered prior to the making of the Loans, declare the Commitments to be
terminated or (ii) if such notice shall have been delivered after the making of the Loans, declare
the Loans then outstanding to be due and payable in whole (or in part, in which case any principal
not so declared to be due and payable may thereafter be declared to be due and payable), and
thereupon the principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become
due and payable immediately, without presentment, demand, protest or other notice of any kind, all
of which are waived by the Borrower; and in the case of any event with respect to any Borrower
Party described in clause (g) or (h) above, (1) if such event shall have occurred prior to the
making of the Loans, the Commitments shall automatically be terminated and (2) if such event shall
have occurred after the making of the Loans, the principal of the Loans then outstanding, together
with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder,
shall automatically become due and payable, in each case without presentment, demand, protest or
other notice of any kind, all of which are waived by the Borrower Parties.




ARTICLE 7

Guaranty




     Section 7.01. Guaranty. Each Borrower Party hereby guarantees the punctual payment upon the expiration of any
applicable remedial period, whether at scheduled maturity or by acceleration, demand or otherwise
(including amounts that would become due but for the operation of the automatic stay under Section
362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of all of its Guaranteed Obligations (each
Borrower Party in its capacity as guarantor under this Article 7, a “Guarantor Party”). Without
limiting the generality of the foregoing, the liability of each Guarantor Party shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by any other Borrower
Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not



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allowable due to the existence of a bankruptcy, reorganization, examination or
similar proceeding involving such other Borrower Party.




     Section 7.02. Contribution. Subject to Section 7.03, each Guarantor Party hereby
unconditionally agrees that in the event any payment shall be required to be made to any Secured
Party under this Article 7, such Guarantor Party in its capacity as such will contribute, to the
maximum extent permitted by law, such amounts to each other Guarantor Party so as to maximize the
aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.



     Section 7.03. Guaranty Absolute. Each Guarantor Party guarantees that its Guaranteed
Obligations will be paid in accordance with the terms of the Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Secured Party with respect thereto. The Obligations of each Guarantor Party under
or in respect of this Article 7 are independent of the Guaranteed Obligations or any other
Obligations of any other Borrower Party under or in respect of the Loan Documents, and a separate
action or actions may be brought and prosecuted against each Guarantor Party to enforce this
Article 7, irrespective of whether any action is brought against any other Borrower Party or
whether any other Borrower Party is joined in any such action or actions. The liability of each
Guarantor Party under this Article 7 shall be irrevocable, absolute and unconditional, and each
Guarantor Party hereby irrevocably waives any defenses (other than payment in full of the
Guaranteed Obligations) it may now have or hereafter acquire in any way relating to, any or all of
the following:



     (a) any lack of validity or enforceability of any Loan Document or any agreement or instrument
relating thereto;



     (b) any change in the time, manner or place of payment of, or in any other term of, all or any
of its Guaranteed Obligations or any other Obligations of any other Borrower Party under or in
respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from
any Loan Document, including, without limitation, any increase in its Guaranteed Obligations
resulting from the extension of additional credit to any Borrower Party or any of its Subsidiaries
or otherwise;



     (c) any taking, exchange, release or non-perfection of security interest in or Lien on any
Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to
departure from, any other guaranty, for all or any of its Guaranteed Obligations;



     (d) any manner of application of Collateral or any other collateral, or proceeds thereof, to
all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any
Collateral or any other collateral for all or any of its Guaranteed Obligations or any other
Secured Obligations of any Borrower Party under the Loan Documents or any other assets of any
Borrower Party or any of its Subsidiaries;



     (e) any change, restructuring or termination of the corporate structure or existence of any
Borrower Party or any of its Subsidiaries;



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     (f) any failure of any Secured Party to disclose to any Borrower Party any information
relating to the business, condition (financial or otherwise), operations, performance, properties
or prospects of any other Borrower Party now or hereafter known to such Secured Party (each
Guarantor Party waiving any duty on the part of the Secured Parties to disclose such information);



     (g) the failure of any other Person to execute or deliver any other guaranty or agreement or
the release or reduction of liability of any other guarantor or surety with respect to its
Guaranteed Obligations; or



     (h) any other circumstance or any existence of or reliance on any representation by any
Secured Party that might otherwise constitute a defense available to, or a discharge of, any
Borrower Party or any other guarantor or surety other than satisfaction in full of the Obligations.


This Article 7 shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of such Guarantor Party’s Guaranteed Obligations is rescinded or must otherwise
be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or
reorganization of any Borrower Party or otherwise, all as though such payment had not been made.




     In furtherance of the foregoing and without limiting the generality thereof, each Guarantor
Party agrees as follows:



          (a) the obligation pursuant to this Article 7 is a guaranty of payment when due and not of
collectability, and is a primary obligation of each Guarantor Party and not merely a contract of
surety;




          (b) the Administrative Agent may enforce the Guaranteed Obligations upon the occurrence of
an Event of Default notwithstanding the existence of any dispute between the Borrower and any
Secured Party with respect to the existence of such Event of Default;




          (c) the obligations of each Guarantor Party hereunder are independent of the obligations of
the Borrower and the obligations of any other guarantor (including any other Guarantor Party) of
the obligations of the Borrower, and a separate action or actions may be brought and prosecuted
against such Guarantor Party whether or not any action is brought
against the Borrower or any of such other guarantors and whether or not the Borrower is joined
in any such action or actions;




          (d) payment by any Guarantor Party of a portion, but not all, of the Guaranteed Obligations
shall in no way limit, affect, modify or abridge any Guarantor Party’s liability for any portion of
the Guaranteed Obligations which has not been paid. Without limiting the generality of the
foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor Party’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not
be deemed to release such Guarantor Party from its covenant to pay the portion of the Guaranteed
Obligations that is not the subject of such suit, and such judgment shall not, except to the extent
satisfied by such Guarantor Party, limit, affect, modify or abridge any other Guarantor Party’s
liability hereunder in respect of the Guaranteed Obligations;




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          (e) any Secured Party, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability hereof or giving rise to any reduction,
limitation, impairment, discharge or termination of any Guarantor Party’s liability hereunder, from
time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise
change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle,
compromise, release or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the
Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind,
waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation
of any Person (including any other Guarantor Party) with respect to the Guaranteed Obligations; (v)
enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in
respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or
exercise any other right or remedy that such Secured Party may have against any such security, in
each case as such Secured Party in its discretion may determine consistent herewith and any
Security Document including foreclosure on any such security pursuant to one or more judicial or
nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and
even though such action operates to impair or extinguish any right of reimbursement or subrogation
or other right or remedy of any Guarantor Party against any other creditor or any security for the
Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan
Documents; and




          (f) this Article 7 and the obligations of Guarantor Parties hereunder shall be valid and
enforceable and shall not be subject to any reduction, limitation, impairment, discharge or
termination for any reason (other than payment in full of the Guaranteed Obligations), including
the occurrence of any of the following, whether or not any Guarantor Party shall have had notice or
knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election
not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or
otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy
(whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the
Guaranteed Obligations or any agreement relating thereto, or with
respect to any other guaranty of or security for the payment of the Guaranteed Obligations;
(ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of
the terms or provisions (including provisions relating to events of default) hereof, any of the
other Loan Documents or any agreement or instrument executed pursuant thereto, or of any other
guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with
the terms hereof or such Loan Document or any agreement relating to such other guaranty or
security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being
found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments
received from any source (other than payments received pursuant to the other Loan Documents or from
the proceeds of any security for the Guaranteed Obligations, except to the extent such security
also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of
indebtedness other than the Guaranteed Obligations, even though any Secured Party might have
elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured
Party’s consent to the change, reorganization or termination of the corporate




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structure or existence of the Borrower and any of its Subsidiaries and to any corresponding restructuring of the
Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest
in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or
counterclaims which the Borrower may allege or assert against any Secured Party in respect of the
Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of
frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or
thing or omission, or delay to do any other act or thing, which may or might in any manner or to
any extent vary the risk of any Guarantor Party as an obligor in respect of the Guaranteed
Obligations.




     Section 7.04. Waiver and Acknowledgments. (i) Each Guarantor Party hereby waives promptness,
diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance,
default, acceleration, protest or dishonor and any other notice with respect to any of its
Guaranteed Obligations and this Article 7 and any requirement that any Secured Party protect,
secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any
action against any Borrower Party or any other Person or any Collateral.



     (a) Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke
this Article 7 and acknowledges that this Article 7 is continuing in nature and applies to all of
its Guaranteed Obligations, whether existing now or in the future.



     (b) Each Guarantor Party hereby unconditionally and irrevocably waives any defense (i) arising
by reason of any claim or defense based upon an election of remedies by any Secured Party that in
any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Guarantor Party or other
rights of such Guarantor Party to proceed against any of the other Borrower Parties, any other
guarantor or any other Person or any Collateral; (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Obligations of such Guarantor Party under this Article 7;
(iii) arising by reason of the incapacity, lack of authority or any disability or other defense of
the Borrower or any other Guarantor Party including any defense based on or arising out of the lack
of validity or the unenforceability of the Guaranteed
Obligations or any agreement or instrument relating thereto or by reason of the cessation of
the liability of the Borrower or any other Guarantor Party from any cause other than payment in
full of the Guaranteed Obligations; (iv) based upon any statute or rule of law which provides that
the obligation of a surety must be neither larger in amount nor in other respects more burdensome
than that of the principal; (v) based upon any Secured Party’s errors or omissions in the
administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi)
based on any principles or provisions of law, statutory or otherwise, which are or might be in
conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations
hereunder; (vii) based on the benefit of any statute of limitations affecting such Guarantor’s
liability hereunder or the enforcement hereof; (viii) promptness, diligence and any requirement
that any Secured Party protect, secure, perfect or insure any security interest or lien or any
property subject thereto; and (ix) any defenses or benefits that may be derived from or afforded by
law which limit the liability of or exonerate guarantors or sureties, or which may conflict with
the terms hereof.



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     (c) Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of
any Secured Party to disclose to such Guarantor Party any matter, fact or thing relating to the
business, condition (financial or otherwise), operations, performance, properties or prospects of
any other Borrower Party or any of its Subsidiaries now or hereafter known by such Secured Party.



     (d) Each Guarantor Party acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Loan Documents and that the waivers
set forth in this Article 7 are knowingly made in contemplation of such benefits.



     Section 7.05. Subrogation. Each Guarantor Party hereby unconditionally and irrevocably
agrees not to exercise any rights that it may now have or hereafter acquire against any other
Borrower Party or any other insider guarantor that arise from the existence, payment, performance
or enforcement of such Guarantor Party’s Guaranteed Obligations under or in respect of any Loan
Document, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of any Secured
Party against any other Borrower Party or any other insider guarantor or any Collateral, whether or
not such claim, remedy or right arises in equity or under contract, statute or common law,
including, without limitation, the right to take or receive from any other Borrower Party or any
other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any
other manner, payment or security on account of such claim, remedy or right, unless and until all
of such Guarantor Party’s Guaranteed Obligations and all other amounts payable under this Article 7
shall have been paid in full in cash, it being understood that payments in respect of inter-company
advances exclusively among the Borrower Parties in the ordinary course of business are not
prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing. If
any amount shall be paid to any Guarantor Party in violation of the immediately preceding sentence
at any time prior to the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Article 7, such amount shall be received and held in trust for the
benefit of the Secured Parties, shall be segregated from other property and funds of such Guarantor
Party and shall forthwith be paid or delivered to the Lender in the same form as
so received (with any necessary endorsement or assignment) to be credited and applied to such
Guarantor Party’s Guaranteed Obligations and all other amounts payable by it under this Article 7,
whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as
Collateral for any of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it
under this Article 7 thereafter arising. If all of the Guaranteed Obligations and all other
amounts payable under this Article 7 shall have been paid in full in cash, the Secured Parties
will, at any Guarantor Party’s request and expense, execute and deliver to such Guarantor Party
appropriate documents, without recourse and without representation or warranty, necessary to
evidence the transfer by subrogation to such Guarantor Party of an interest in the Guaranteed
Obligations resulting from such payment made by such Guarantor Party pursuant to this Article 7.



     Section 7.06. Payment Free and Clear of Taxes. Any and all payments by any Guarantor Party
under this Article 7 shall be made in accordance with the provisions of this Agreement, including
the provisions of Section 2.08 (and such Guarantor Party shall make such payments of Taxes or Other
Taxes to the extent described in Section 2.08), as though such payments were made by the Borrower.



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     Section 7.07. No Waiver; Remedies. No failure on the part of any Secured Party to exercise,
and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or
the exercise of any other right. The remedies herein provided are cumulative and not exclusive of
any remedies provided by law.



     Section 7.08. Continuing Guaranty. This Article 7 is a continuing guaranty and shall (a)
remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and
all other amounts payable under this Article 7, and (b) inure to the benefit of and be enforceable
by the Secured Parties and their permitted successors, transferees and assigns. No Guarantor Party
shall have the right to assign its rights hereunder or any interest herein without the prior
written consent of the Administrative Agent.



     Section 7.09. Subordination of Certain Intercompany Indebtedness. Each Guarantor Party
hereby agrees that any obligations owed by it to another Borrower Party shall be subordinated to
the Obligations of such Guarantor Party and that any indebtedness owed to it by another Borrower
Party shall be subordinated to the Obligations of such other Borrower Party, it being understood
that such Guarantor Party or such other Borrower Party, as the case may be, may make payments on
such intercompany indebtedness unless an Event of Default has occurred and is continuing.



     Section 7.10. Limit of Liability. (a) Each Guarantor Party shall be liable only for Guaranteed Obligations aggregating up to
the largest amount that would not render its Guaranteed Obligations hereunder subject to avoidance
under Section 548 of the United States Bankruptcy Code or any comparable provision of any other
applicable law.



     (b) In the event that the direct or indirect assets of any Borrower Party organized under the
laws of Ireland are insufficient to pay in full all claims made by the Secured Parties in respect
of Guaranteed Obligations of such Borrower Party, then the Secured Parties shall have no further
claim against such Borrower Party with respect to its Guaranteed Obligations for amounts that
exceed its direct or indirect assets at such time.



     (c) The guarantees, obligations, liabilities and undertakings granted by any Grantor organized
under the laws of France under this Agreement and the other Loan Documents shall, for each relevant
financial year, be, in any and all cases, strictly limited to 90% of the annual net margin
generated by such Grantor or Grantors in connection with back-to-back leasing activities between it
and the Borrower with respect to the lease of Pool Aircraft.



ARTICLE 8

Agents




     Section 8.01. Appointment and Authority. (a) Each of the Lenders hereby irrevocably appoints
Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto.



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Except as expressly
provided herein, the provisions of this Article are solely for the benefit of the Agents and the
Lenders, and neither the Borrower nor any other Borrower Party shall have rights as a third party
beneficiary of any of such provisions.




     (b) Goldman Sachs is hereby appointed Syndication Agent hereunder, and each Lender hereby
authorizes Goldman Sachs to act as Syndication Agent in accordance with the terms hereof and the
other Loan Documents. The Syndication Agent hereby agrees to act in its capacity as such upon the
express conditions contained herein and the other Loan Documents, as applicable.



     (c) In performing its functions and duties hereunder, each Agent shall act solely as an agent
of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or
relationship of agency or trust with or for any Borrower Party. The Syndication Agent, without
consent of or notice to any party hereto, may assign any and all of its rights or obligations
hereunder to any of its Affiliates. As of the Effective Date, Goldman Sachs, in its capacity as
the Syndication Agent, shall not have any obligations but shall be entitled to all benefits of this
Article 8. The Syndication Agent may resign from such role at any time, with immediate effect, by
giving prior written notice thereof to the Administrative Agent and the Borrower.



     (c) Each Lender irrevocably authorizes the Syndication Agent to take such action on such
Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Loan
Documents as are specifically delegated or granted to the Syndication Agent by the terms hereof and
thereof, together with such powers, rights and remedies as are reasonably incidental thereto. The
Syndication Agent may exercise such powers, rights and remedies and perform such duties by or
through its agents or employees. Nothing herein or any of the other Loan Documents, expressed or
implied, is intended to or shall be so construed as to impose upon the Syndication Agent any
obligations in respect hereof or any of the other Loan Documents except as expressly set forth
herein or therein.



     (d) The Administrative Agent hereby agrees that it shall (i) furnish to Goldman Sachs, in its
capacity as a lead arranger, upon Goldman Sachs’ request, a copy of the Register, (ii) cooperate
with Goldman Sachs in granting access to any Lenders (or potential lenders) who Goldman Sachs
identifies to the Platform and (iii) maintain Goldman Sachs’ access to the Platform.



     Section 8.02. Rights as a Lender. Each Person serving as an Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as
though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly
indicated or unless the context otherwise requires, include the Person serving as an Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from,
lend money to, act as the financial advisor or in any other advisory capacity for and generally
engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if
such Person were not the Administrative Agent hereunder and without any duty to account therefor to
the Lenders.



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     Section 8.03. Exculpatory Provisions. Each Agent shall not have any duties or obligations
except those expressly set forth herein and in the other Loan Documents. Without limiting the
generality of the foregoing, each Agent:



     (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing, and shall not have, by reason hereof or any of the other
Loan Documents, a fiduciary relationship in respect of any Lender;



     (b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that such Agent is required to exercise as directed in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be expressly provided for herein or in
the other Loan Documents), provided that no Agent shall be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is
contrary to any Loan Document or applicable law; and



     (c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information
relating to the Borrower or any of its Affiliates that is communicated to or obtained by the
Person serving as such Agent or any of its Affiliates in any capacity.



     No Agent shall be liable for any action taken or not taken by it (i) with the consent or at
the request of the Required Lenders (or such other number or percentage of the Lenders as shall be
necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances
as provided in Section 8.02 and Article 5) or (ii) in the absence of its own gross negligence or
willful misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and
until notice describing such Default is given to the Agent by the Borrower or a Lender.



     No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth anywhere herein, other than to confirm receipt of items
expressly required to be delivered to the Agent.



     Section 8.04. Reliance by each Agent. Each Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a



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Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender
unless the Administrative Agent shall have received notice to the contrary from such Lender prior
to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.




     Section 8.05. Delegation of Duties. Each Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all
of their duties and exercise their rights and powers by or through their respective
Representatives. The exculpatory provisions of this Article shall apply to any such sub-agent and
to the Representatives of any Agent and any such sub-agent, and shall apply to their respective
activities in connection with the syndication of the credit facilities provided for herein as well
as activities as an Agent.



     Section 8.06. Resignation of Administrative Agent. The Administrative Agent may at any time
give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of
any such bank with an office in the United States. If no such successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent shall notify the
Borrower and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (1) the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Loan Documents and (2) all payments, communications and determinations provided to be made
by, to or through the Administrative Agent shall instead be made by or to each Lender directly,
until such time as the Required Lenders appoint a successor Administrative Agent as provided for
above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent
hereunder, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above in this Section).
The fees payable by the Borrower to a successor Administrative Agent shall be the same as those
payable to its predecessor unless otherwise agreed between the Borrower and such successor. After
the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article and Section 9.03 shall continue in effect for the benefit of such
retiring Administrative Agent, its sub-agents and their respective Representatives in respect of
any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was
acting as Administrative Agent.



     Section 8.07. Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it
has, independently and without reliance upon any Agent or any Lender or any of their
Representatives and based on such documents and information as it has deemed appropriate,



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made its
own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that
it will, independently and without reliance upon any Agent or any Lender or any of their
Representatives and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action under or based upon
this Agreement, any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.




     Section 8.08. No Other Duties, etc. Anything herein to the contrary notwithstanding, none of
the Arranger Entities listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as an Agent or a Lender hereunder,



     Section 8.09. Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Borrower
Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be
due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered,
by intervention in such proceeding or otherwise



     (a) to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such
other documents as may be necessary or advisable in order to have the claims of the Lenders and the
Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements
and advances of the Lenders and the Administrative Agent and their respective agents and counsel
and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 9.03)
allowed in such judicial proceeding; and



     (b) to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and
9.03.



Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.




     Section 8.10. Collateral and Guaranty Matters. The Lenders irrevocably authorize the
Administrative Agent, at its option and in its discretion, to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a
transaction permitted hereunder. Upon request by the Administrative Agent at any time, the



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Required Lenders will confirm in writing the Administrative Agent’s authority to release any
Guarantor from its obligations under the Guaranty pursuant to this Section 8.10.




ARTICLE 9

Miscellaneous




Section 9.01. Notices Generally. (a) Except in the case of notices and other communications expressly permitted to be given
by telephone (and except as provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or overnight courier
service, mailed by certified or registered mail or sent by telecopier or electronic mail as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:





     (i) if to the Borrower, the Administrative Agent, the Syndication Agent or the
Collateral Agent, to the address, telecopier number, electronic mail address or telephone
number specified for such Person on Schedule 9.01; and




     (ii) if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.



     Notices and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received; notices and other
communications sent by telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next business day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (b) below shall be
effective as provided in such subsection (b).



     (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent. The Administrative Agent or the Borrower may, in
its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may
be limited to particular notices or communications.



     Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.



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     (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall
any Agent or any of its Affiliates and their respective partners, directors, officers, employees,
agents, trustees and advisors (collectively, the “Agent Parties”) have any liability to the
Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of
any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or any Agent’s
transmission of Borrower Materials through the Internet, except to the extent that such losses,
claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have
any liability to the Borrower, any Lender or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).



     (d) Change of Address, Etc. Each of the Borrower and each Agent may change its
address, telecopier or telephone number for notices and other communications hereunder by notice to
the other parties hereto. Each other Lender may change its address, telecopier or telephone number
for notices and other communications hereunder by notice to the Borrower and the Administrative
Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to
ensure that the Administrative Agent has on record (i) an effective address, contact name,
telephone number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at
all times have selected the “Private Side Information” or similar designation on the content
declaration screen of the Platform in order to enable such Public Lender or its delegate, in
accordance with such Public Lender’s compliance procedures and applicable Law, including United
States Federal and state securities laws, to make reference to Borrower Materials that are not made
available through the “Public Side Information” portion of the Platform and that may contain
material non-public information with respect to the Borrower or its securities for purposes of
United States Federal or state securities laws.



     (e) Reliance by Agents and Lenders. The Agents and the Lenders shall be entitled to
rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not preceded or
followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by
the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent, each
Lender and the Representatives of each of them from all losses, costs, expenses and liabilities
resulting from the reliance by such Person on each notice purportedly given by or on behalf of the
Borrower. All telephonic notices to and other telephonic communications with



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each Agent may be
recorded by such Agent, and each of the parties hereto hereby consents to such recording.




     Section 9.02. Waivers; Amendments. (a) No failure or delay by any Lender Party in exercising
any right or power hereunder or under any other Loan Document shall operate as a waiver thereof,
nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Lender Parties under the Loan Documents
are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of any Loan Document or consent to any departure by any Borrower Party
therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of
this Section, and then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. Without limiting the generality of the foregoing, the making of
the Loans shall not be construed as a waiver of any Default, regardless of whether any Lender Party
had notice or knowledge of such Default at the time.



     (b) No Loan Document or provision thereof may be waived, amended or modified except, in the
case of this Agreement, by an agreement or agreements in writing entered into or consented to by
the Borrower and the Administrative Agent (acting at the direction of the Required Lenders) or, in
the case of any other Loan Document, by an agreement or agreements in writing entered into by the
parties thereto with the written consent of the Administrative Agent (acting at the direction of
the Required Lenders); provided that without the consent of each affected Lender, no such
agreement shall have the effect of (i) increasing the Commitments of such affected Lender; (ii)
reducing the amount of principal, interest or fees owing to such affected Lender; and (iii)
changing the times or dates for payment of principal or interest to such affected Lender;
provided further that without the consent of all of the Lenders, no such agreement
shall have the effect of (i) changing the Loan-To-Value Ratio that is required to be maintained,
(ii) releasing all or substantially all of the Collateral prior the repayment of the Loans in full,
(iii) amending the definition of Required Lenders and (iv) amending clause (q) of the definition
of Permitted Liens; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Collateral Agent without such Person’s prior written
consent. Any purported waiver, amendment or other modification of any Loan Document or any
provision thereof that does not comply with this Section 9.02(b) shall be null and void and of no
legal effect.



     (c) Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right
to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x)
neither of the Commitment and the principal amount of the Loans of any Defaulting Lender may be
increased or extended, and the maturity of any Loans of any Defaulting Lender may not be extended,
in each case without the consent of such Lender and (y) any waiver, amendment or modification
requiring the consent of all Lenders or each affected Lender that by its terms affects any
Defaulting Lender more adversely than other affected Lenders shall require the consent of such
Defaulting Lender.



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     Section 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower agrees to pay (i) all
reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in
connection with the administration of this Agreement and the other Loan Documents, and any
amendments, modifications or waivers of the provisions hereof or thereof (whether or not the
transactions hereby or thereby contemplated
shall be consummated) including in each case the reasonable fees, charges and disbursements of
counsel engaged by the Administrative Agent or the Collateral Agent (including the allocated fees
of in-house counsel) (except as expressly set forth in the Fee Letter), and (ii) any out-of-pocket
expenses incurred by any Lender Party in connection with the enforcement or protection of its
rights in connection with this Agreement and the other Loan Documents and expenses incurred during
any workout, restructuring or negotiations in respect of any Loans or any Loan Documents, including
in each case the fees, charges and disbursements of counsel, accountants, financial advisers and
other experts engaged by such Lender Party (including the allocated fees of in-house counsel)
(except as expressly set forth in the Fee Letter).



     (b) The Borrower agrees to indemnify each Lender Party and each of their respective
Representatives (each such Person being called an “Indemnitee”) against, and to hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including reasonable counsel fees, charges and disbursements (exclusive however of Taxes, it being
understood that the sole indemnification provided by the Borrower to the Indemnitees in respect of
Taxes is set forth in Section 2.08), incurred by or asserted against any Indemnitee arising out of,
in any way connected with or as a result of any claim, litigation, investigation or proceeding,
whether or not any Indemnitee is a party thereto (and regardless of whether such matter is
initiated by a third party or by the Borrower, any other Borrower Party or any of their respective
Affiliates) relating to: (i) the execution or delivery of this Agreement or any other Loan
Document or any agreement or instrument contemplated hereby or thereby, or any amendment,
supplement or waiver thereto, the performance by the parties thereto of their respective
obligations thereunder or the consummation of the transactions contemplated thereby, (ii) the use
of the proceeds of the Loans or (iii) any actual or alleged presence or release of Hazardous
Materials on any property currently or formerly owned, leased, operated or used by any Borrower
Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower
Party or any of its Subsidiaries; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Indemnitee. If any
Indemnitee is entitled to indemnification under this Section 9.03 with respect to any action or
proceeding brought by a third party that is also brought against any Borrower Party, the relevant
Borrower Party will be entitled to assume the defense of any such action or proceeding with counsel
reasonably satisfactory to the Indemnitee. Upon assumption by such Borrower Party of the defense of
any such action or proceeding, the Indemnitee will have the right to participate in such action or
proceeding and to retain its own counsel but such Borrower Party will not be liable for any legal
expenses of other counsel subsequently incurred by such Indemnitee in connection with the defense
thereof unless (i) such Borrower Party has agreed to pay such fees and expenses, (ii) such Borrower
Party will have failed to employ counsel reasonably satisfactory to the Indemnitee in a timely
manner or (iii) the Indemnitee will have been advised by counsel that there are actual or potential
conflicts of interest between any Borrower Party and the Indemnitee, including situations in which
there are one or more legal



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defenses available to the Indemnitee that are different from or
additional to those available to any Borrower Party, except that to the extent (x) there is more
than one claim and (y) each actual or potential conflict of interest applies to fewer than all of
such claims and can be isolated by separating into separate lawsuits or proceedings such claims in
which an actual or potential conflict of interest arises (with respect to which lawsuits or
proceedings such Borrower Party
will be responsible for legal expenses of the Indemnitee’s counsel) from those in which no
actual or potential conflict of interest arises (with respect to which lawsuits or proceedings such
Borrower Party will not be responsible for legal expenses of the Indemnitee’s counsel). No
Borrower Party will consent to the terms of any compromise or settlement of any action defended by
any Borrower Party in accordance with the foregoing without the prior consent of the applicable
Indemnitees, provided that such consent of the applicable Indemnitees shall not be
unreasonably withheld if such compromise or settlement (i) includes an unconditional release of
such Indemnitees from all liability arising out of such action and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any
Indemnitee.




     (c) No Borrower Party shall assert, and it waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other
Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by
the Loan Documents, the Loans or the use of the proceeds thereof. No Indemnitee shall be liable
for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby other than for direct or actual
damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined
by a final and nonappealable judgment of a court of competent jurisdiction.



     (d) The provisions of Section 2.08 and this Section 9.03 shall remain operative and in full
force and effect regardless of the expiration of the term of this Agreement or any other Loan
Document, the consummation of the transactions contemplated hereby and thereby, the repayment of
the Loan, the invalidity or unenforceability of any term or provision of this Agreement or any
other Loan Document or any investigation made by or on behalf of any Lender Party. All amounts due
under this Section 9.03 shall be payable on written demand therefor.



     (e) All amounts due under this Section shall be payable not later than ten Business Days after
demand therefor.



     (f) To the extent that the Borrower for any reason fails to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any
sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the
Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such
Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was
incurred by or asserted against the applicable Agent (or any such sub-agent) in its capacity as



74









 




such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) in connection with such capacity. The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.09(f).




     (g) To the extent that any payment by or on behalf of the Borrower is made to any Lender
Party, or any Lender Party exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by such Lender Party in
its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share
(without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under
clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.



     (h) The agreements in this Section shall survive the resignation of any Agent, the replacement
of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or
discharge of all the other Obligations.



     Section 9.04. Successors and Assigns. The provisions of this Agreement shall be binding on
and inure to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that (i) other than as provided in Section 2.10 or Section 5.17 hereof,
the Borrower may not assign, delegate or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of the Administrative Agent (and any attempted
assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no
Lender may assign, delegate or otherwise transfer its rights or obligations hereunder except in
accordance with Section 9.05. Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (except the parties hereto, their respective successors and assigns
permitted hereby and, to the extent expressly provided herein, the Representatives of the Lender
Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.



     Section 9.05. Assignments by Lenders. (a) Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:




(i) Minimum Amounts.




(A) in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and



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(B) in any case not described in clause (i)(A) of this Section, the aggregate amount
of the Commitment (which for this purpose includes Loans outstanding thereunder) or,
if the Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment, determined as of the
date the Assignment and Assumption with respect to such assignment is delivered to
the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $1,000,000 (or such lower
amount that is the entire outstanding amount of the Loans held by such Lender)
unless each of the Administrative Agent and, so long as no Event of Default has
occurred and is continuing, the Borrower otherwise consents (each such consent not
to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent assignments
from members of an Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group) will be treated as a single assignment
for purposes of determining whether such minimum amount has been met.




(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender’s rights and obligations under this
Agreement with respect to the Loans or the Commitment assigned.




(iii) Required Consents. No consent shall be required for any assignment except to
the extent required by subsection (a)(i)(B) of this Section and, in addition:




(A) the consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment to any Person unless (1) an Event of
Default has occurred and is continuing at the time of such assignment or (2) such
assignment is to an Arranger Entity, a Lender, an Affiliate of a Lender or an
Approved Fund; provided that such Person shall not be engaged primarily in
the aircraft leasing business or aviation advisory business or be an air carrier;
and




(B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is not by an Arranger
Entity or is to a Person that is not an Arranger Entity, a Lender, an Affiliate of
such Lender or an Approved Fund with respect to such Lender.


(iv) Assignment and Assumption. The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with a processing
and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.



(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the
Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) to any Defaulting Lender
or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder,


76









 






 would constitute any of the foregoing Persons described in this clause (B) or (C) to a
natural person.



(vi) Certain Additional Payments. In connection with the assignment of rights and
obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless
and until, in addition to the other conditions thereto set forth herein, the parties to the
assignment shall make such additional payments to the Administrative Agent in an aggregate
amount sufficient, upon distribution thereof as appropriate (which may be outright payment,
purchases by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the Administrative Agent,
the applicable pro rata share of Loans previously requested but not funded by the Defaulting
Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender
to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y)
acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with
its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder shall become effective under
applicable Law without compliance with the provisions of this paragraph, then the assignee
of such interest shall be deemed to be a Defaulting Lender for all purposes of this
Agreement until such compliance occurs.



Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of Sections 2.08, 2.09 and 9.03 with respect to facts and circumstances
occurring prior to the effective date of such assignment. Upon request, the Borrower (at its
expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with this subsection
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (c) of this Section.




     Without limiting the foregoing, if any Lender assigns any of its rights or obligations under
this Agreement to an assignee and, as a result of circumstances existing at the date on which such
assignment occurs, the Borrower would be obliged to make a payment to such assignee under Sections
2.08 or 2.09, then the rights of such assignee to receive payment under such Sections by reference
to the circumstances existing as at the date of such assignment (or a continuation of such
circumstances) shall be limited to the extent of the entitlement of such assigning Lender had such
assignment not occurred.



     (b) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment



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and Assumption delivered to it and a register for the recordation of the names and addresses
of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall
be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all
purposes of this Agreement, notwithstanding notice to the contrary. In addition, the
Administrative Agent shall maintain on the Register information regarding the designation, and
revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available
for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.




     (c) Participations. Any Lender may at any time, without the consent of, or notice to,
the Borrower or the Administrative Agent, sell participations to any Person (other than (a) a
natural person or (b) the Borrower or any of the Borrower’s Affiliates or Subsidiaries (each, a
"Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it); provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in Section 9.02(b) that
affects such Participant. Subject to subsection (d) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.08 and 2.09 to the same extent as if it
were a Lender and had acquired its interest by assignment pursuant to the foregoing provisions of
this Section 9.05.



     (d) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment from the Borrower under Section 2.08 or 2.09 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, and
the Borrower shall have no obligations to make greater aggregate payments under Sections 2.08 and
2.09 to or for the account of the applicable Lender and the Participant following the grant of such
Participation unless the sale of the participation to such Participant is made with the Borrower’s
prior written consent. A Participant shall not be entitled to the benefits of Section 2.08 unless
the Borrower is notified of the participation sold to such Participant and such Participant agrees,
for the benefit of the Borrower, to comply with Section 2.08 as though it were a Lender.



     (e) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note, if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender
from any of



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its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.




     Section 9.06. Replacement of Lenders. If (i) any Lender requests compensation under Section
2.09, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.08 or (iii) any Lender is a
Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse
(in accordance with and subject to the restrictions contained in, and consents required by,
Sections 9.04 and 9.05), all of its interests, rights and obligations in its capacity as a Lender
under this Agreement and the related Loan Documents to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment),
provided that:



     (a) the Borrower shall have paid to the Administrative Agent the assignment fee specified in
Section 9.05;



     (b) such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Section 2.09) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts);



     (c) in the case of any such assignment resulting from a claim for compensation under Section
2.09 or payments required to be made pursuant to Section 2.08, such assignment will result in a
reduction in such compensation or payments thereafter; and



     (d) such assignment does not conflict with applicable laws.



     A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.



     Section 9.07. Survival. All covenants, agreements, representations and warranties made by
the Borrower Parties in the Loan Documents and in certificates or other instruments delivered in
connection with or pursuant to the Loan Documents shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of the Loans, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that any Lender Party may have had notice or knowledge of any Default or
incorrect representation or warranty at the time any credit is extended hereunder, and shall
continue in full force and effect as long as any principal of or accrued interest on the Loans or
any fee or other amount payable hereunder is outstanding and unpaid.



     Section 9.08. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement and the other Loan Documents and the
Fee Letter constitute the entire



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contract among the parties relating to the subject matter hereof
and supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement (i) will become
effective when the Lenders shall have signed this Agreement and received counterparts hereof that,
when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter
will be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy
will be effective as delivery of a manually executed counterpart of this Agreement.




     Section 9.09. Severability. If any provision of any Loan Document is invalid, illegal or
unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision
shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such
invalidity, illegality or unenforceability, (ii) the other provisions of the Loan Documents shall
remain in full force and effect in such jurisdiction and shall be liberally construed in favor of
the Lender Parties in order to carry out the intentions of the parties thereto as nearly as may be
possible and (iii) the invalidity, illegality or unenforceability of any such provision in any
jurisdiction shall not affect the validity, legality or enforceability of such provision in any
other jurisdiction. Without limiting the foregoing provisions of this Section 9.09, if and to the
extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders
shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent,
then such provisions shall be deemed to be in effect only to the extent not so limited.



     Section 9.10. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     Section 9.11. Jurisdiction; Consent to Service of Process. (a) To the extent permitted by
applicable law, party hereto hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any New York State court or federal court of the United
States of America sitting in New York County, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or
for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York State or, to the extent permitted by law, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any Lender Party may
otherwise have to bring any action or
proceeding relating to this Agreement or the other Loan Documents against any Borrower Party
or its properties in the courts of any jurisdiction.



     (b) Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



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     (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



     Section 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     Section 9.13. Headings. Article and Section headings and the Table of Contents herein are
for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this Agreement.



     Section 9.14. Confidentiality. Each of the Lender Parties agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates’ respective partners, directors, officers,
employees, agents, trustees, advisors and representatives (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory authority, such as
the National Association of Insurance Commissioners), (c) to the extent required by applicable laws
or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other Loan Document or any
action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same
as, or more restrictive than, those of this Section, to (i) any permitted assignee of or
Participant in, or any prospective permitted assignee of or Participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors)
to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the
consent of the Borrower, (h) to any rating agency when required by it, provided that, prior
to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of
any confidential information relating to Borrower Parties received by it from any Agent or any
Lender or (i) to the extent such Information (x) becomes publicly available other than as a result
of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender or
any of their respective Affiliates on a nonconfidential basis from a source other than the
Borrower.



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     For purposes of this Section, “Information” means all non-public information received
from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their
respective businesses, other than any such information that is available to the applicable Person
on a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided
that, in the case of information received from the Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section shall be
considered to have complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such Person would accord to
its own confidential information.



     Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may
include material non-public information concerning the Borrower or a Subsidiary, as the case may
be, (b) it has developed compliance procedures regarding the use of material non-public information
and (c) it will handle such material non-public information in accordance with applicable Law,
including United States Federal and state securities Laws. Notwithstanding anything herein to the
contrary, in no event shall any Lender Party provide information concerning the Borrower or its
Subsidiaries or any Affiliate, Lease or Lessee that is not publicly available to any Affiliate of
such Lender Party that is engaged primarily in the aircraft leasing business or aviation advisory
business or is an air carrier (provided that the Collateral Agent may provide Banc of America
Leasing & Capital, LLC or any other Subsidiary or Affiliate of the Collateral Agent that
administers filings on the International Registry on behalf of the Collateral Agent from time to
time any information to the extent required in connection with making the Required Cape Town
Registrations).



     Section 9.15. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender and each of their respective Affiliates is hereby authorized at any time
and from time to time to the fullest extent permitted by applicable law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final, in whatever currency)
at any time held and other obligations (in whatever currency) at any time owing by such Lender or
any such Affiliate to or for the credit or the account of any Borrower Party against any and all of
the obligations of such Borrower Party now or hereafter existing under this Agreement or any other
Loan Document to
such Lender, irrespective of whether or not such Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations of such Borrower Party may be
contingent or unmatured or are owed to a branch or office of such Lender different from the branch
or office holding such deposit or obligated on such indebtedness; provided that in the
event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set
off shall be paid over immediately to the Administrative Agent for application in accordance with
the provisions of Section 2.11 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent
and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a
statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to
which it exercised such right of setoff. The rights of each Lender and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender or such Affiliates may have. Each Lender agrees to notify the Borrower and the
Administrative Agent promptly



82









 




after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and application.




     Section 9.16. No Advisory or Fiduciary Responsibility. In connection with all aspects of
each transaction contemplated by the Loan Documents (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document), each Borrower Party
acknowledges and agrees that: (i) each of the Arranger Entities may have economic interests that
conflict with those of the Borrower, its equity holders and/or its Affiliates; (ii) the arranging
or other services regarding this Agreement provided by each Arranger Entity or each Agent are
arm’s-length commercial transactions between the Borrower, each other Borrower Party and their
respective Affiliates, on the one hand, and such Agent or Arranger Entity, on the other hand, and
each Borrower Party is capable of evaluating and understanding and understands and accepts the
terms, risks and conditions of the transactions contemplated by the Loan Documents; (iii) in
connection with the transactions contemplated by the Loan Documents and the process leading
thereto, each Arranger Entity and each Agent is and has been acting solely as a principal and is
not the financial advisor, agent or fiduciary, for any Borrower Party or any Borrower Party’s
management, Affiliates, stockholders or other equity holders, creditors or employees or any other
Person; (iv) no Arranger Entity nor any Agent has assumed or will assume an advisory, agency or
fiduciary responsibility in favor of any Borrower Party, or any of their respective equity holders
or Affiliates with respect to any of the transactions contemplated by the Loan Documents (or the
exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective
of whether any Arranger Entity or any Agent has advised or is currently advising any Borrower
Party, or any of their respective equity holders or Affiliates on other matters) and no Arranger
Entity nor any Agent has any obligation to any Borrower Party or any of their respective Affiliates
with respect to the transactions contemplated by the Loan Documents except those obligations
expressly set forth therein; (v) any Arranger Entity and any Agent may be engaged in a broad range
of transactions that involve interests that differ from the Borrower Parties and the Borrower
Parties’ respective affiliates and no Arranger Entity nor any Agent will have any obligation to
disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (vi)
the Arranger Entities and the Agents provide services to, invest in investment vehicles that invest
in, and engage in other activities and relationships with entities and persons, including entities
and persons who
may be involved in transactions arising from or relating to the transactions contemplated by
the Loan Documents, or be customers or competitors of, or have other relationships with, the
Borrower, and in the course of such other activities and relationships the Arranger Entities and
the Agents may acquire information of the transactions contemplated by the Loan Documents or other
entities and persons which may be the subject of the transactions contemplated by the Loan
Documents, none of the Arranger Entities and the Agents shall have any obligation to disclose to
any Borrower Party any such information or the fact that any Arranger Entity or any Agent has
possession of such information, or use such information on the Borrower’s behalf; and (vii) no
Arranger Entity nor any Agent has provided any legal, accounting, regulatory or tax advice with
respect to any of the transactions contemplated hereby and the Borrower Parties have consulted
their own legal, accounting, regulatory and tax advisors to the extent the Borrower Parties have
deemed appropriate. Each Arranger Entity and each Agent is serving as an independent contractor
under the Fee Letter or the Loan Documents, as applicable, and in connection with the performance
of its services hereunder and nothing in the Fee Letter or the Loan Documents or otherwise will be
deemed to create an advisory, fiduciary or agency relationship or fiduciary or



83









 




other implied duty
between any Arranger Entity or any Agent, on the one hand, and any Borrower Party, or its
respective equity holders or Affiliates, on the other hand. Each Borrower Party hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have that any Arranger
Entity or any Agent has rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to any Borrower Party in connection with the transactions contemplated by the Loan
Documents or the process leading thereto, or against any Arranger Entity or any Agent with respect
to any breach or alleged breach of agency or fiduciary duty.




     Each Borrower Party and its Affiliates’ rights and obligations under any other agreement with
any Arranger Entity or any Agent that currently or hereafter may exist are, and shall be, separate
and distinct from the rights and obligations of the parties under the Loan Documents, and none of
such rights and obligations under such other agreements shall be affected by any Arranger Entity’s
or Agent’s performance or lack of performance of services under the Loan Documents or the Fee
Letter. The Borrower Parties acknowledge that one or more Arranger Entities or Agents may
currently or in the future participate in other debt or equity transactions on behalf of or render
financial advisory services to a Borrower Party or other companies that may be involved in a
competing transaction. The Arranger Entities and the Agents are full service financial services
firms engaged, either directly or through affiliates, in various activities, including securities
trading, investment banking and financial advisory, investment management, principal investment,
hedging, financing and brokerage activities and financial planning and benefits counseling for both
companies and individuals. In the ordinary course of these activities, the Arranger Entities and
Agents may make or hold a broad array of investments and actively trade debt and equity securities
(or related derivative securities) and/or financial instruments (including bank loans) for their
own account and for the accounts of their customers and may at any time hold long and short
positions in such securities and/or instruments. Such investment and other activities may involve
securities and instruments of any Borrower Party, as well as of other Persons and their Affiliates
which may (i) be involved in transactions arising from or relating to the engagement contemplated
by the Fee Letter or the Loan Documents, (ii) be customers or competitors of a Borrower Party or
(iii) have other relationships with a Borrower Party. In addition, any Arranger Entity and any
Agent may provide investment banking, underwriting and financial advisory services to such other
Persons. Any Arranger Entity and any
Agent may also co-invest with, make direct investments in, and invest or co-invest client
monies in or with funds or other investment vehicles may trade or make investments in securities of
Borrower Parties or such other Persons. The transactions contemplated by the Loan Documents may
have a direct or indirect impact on the investments, securities or instruments referred to in this
paragraph. Each Borrower Party hereby agrees that any Arranger Entity and any Agent may render its
services under the Fee Letter and the Loan Documents notwithstanding any actual or potential
conflict of interest presented by the foregoing, and each Borrower Party hereby waives any conflict
of interest claims relating to the relationship between any Arranger Entity or Agent, and any
Borrower Party or their respective Affiliates, in connection with the engagement contemplated by
the Fee Letter or the Loan Documents, on the one hand, and the exercise by any Arranger Entity or
Agent of any of its rights and duties under any other credit or other agreement, on the other hand.
The terms of this paragraph shall survive the expiration or termination of the Fee Letter and the
Loan Documents.



84









 





     Section 9.17. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if
at any time the interest rate applicable to the Loans, together with all fees, charges and other
amounts that are treated as interest on the Loans under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for,
charged or otherwise received by the Lenders in accordance with applicable law, the rate of
interest payable in respect of the Loans hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of the Loans but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges payable to the Lenders in
respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor)
until the Lenders shall have received such cumulated amount, together with interest thereon at the
Federal Funds Rate to the date of payment.



     Section 9.18. USA Patriot Act. Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies
the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify
and record information that identifies the Borrower, which information includes the name and
address of the Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall,
promptly following a request by the Administrative Agent or any Lender, provide all documentation
and other information that the Administrative Agent or such Lender requests in order to comply with
its ongoing obligations under applicable “know your customer” and anti-money laundering rules and
regulations, including the Act.



[Signature pages follow.]







85









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their
respective authorized officers as of the day and year first above written.



	 	 	 	 	 	 	 

	 	 	INTERNATIONAL LEASE FINANCE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Pamela S. Hendry
 

	 	 
	 

	 	 	 	Name: Pamela S. Hendry	 	 
	 

	 	 	 	Title: Senior Vice President &

Treasurer	 	 






86









 





	 	 	 	 	 

	 	 	SIGNED AND DELIVERED AS A DEED for and on behalf
	 	 	of ILFC IRELAND LIMITED by
	 	 	its duly appointed attorney:
	 
	 	 	 	 
	 	 	in the presence of: /s/ Niall C. Sommerville, attorney in fact
	 	 	
	 

	 	Witness Signature:
	 	/s/ Maeved Reilly
	 

	 	Witness Name:
	 	Maeved Reilly
	 

	 	Witness Address:
	 	30 North Wall Quay, D.1.
	 

	 	Witness Occupation:
	 	Administrator






87









 






	 	 	 	 	 	 	 

	 	 	SIGNED AND DELIVERED AS A DEED by ILFC (BERMUDA) III, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:  

	/s/ S. George Cubbon
 


	 	 
	 

	 	 	
Name:  
	S. George Cubbon
	 	 
	 

	 	 	Title:  
	President	 	 






	 	 	 	 	 	 	 

	 

	 	In the presence of	 	 	 	 
	 
	 

	 	Witness Signature:

Witness Name:
	 	/s/ B. Lynnette Hodgson
 

B. Lynnette Hodgson
	 	 
	 

	 	Witness Address:
	 	c/o Chartis Bermuda Limited	 	 
	 

	 	Occupation:
	 	Corporate Administrator	 	 






88









 






	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Rittelmeyer
 

Name: Robert Rittelmeyer
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Collateral Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert Rittelmeyer
 

Name: Robert Rittelmeyer
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Garrett P. Carpenter
 

Name: Garrett P. Carpenter
	 	 
	 

	 	 	 	Title: Director	 	 






89









 






	 	 	 	 	 	 	 

	 	 	GOLDMAN SACHS LENDING 
     PARTNERS LLC, as Syndication 
     Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Alexis Maged
 

Name: Alexis Maged
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 







 











 





SCHEDULE 1.01(a)




MATERIAL AGREEMENTS



1. Restated Articles of Incorporation of the Borrower.



2. Amended and Restated By-Laws of the Borrower.



3. Indenture dated as of November 1, 1991, between the Borrower and U.S. Bank Trust National
Association (successor to Continental Bank, National Association), as Trustee.



4. First supplemental indenture, dated as of November 1, 2000, to the Indenture between the
Borrower and U.S. Bank Trust National Association.



5. Second Supplemental Indenture, dated as of February 28, 2001, to the Indenture between the
Borrower and U.S. Bank Trust National Association.



6. Third Supplemental Indenture, dated as of September 26, 2001, to the Indenture between the
Borrower and U.S. Bank Trust National Association.



7. Indenture dated as of November 1, 2000, between the Borrower and the Bank of New York, as
Trustee.



8. First Supplemental Indenture, dated as of August 16, 2002 to the indenture between the Borrower
and the Bank of New York.



9. Fourth Supplemental Indenture, dated as of November 6, 2002, to the indenture between the
Borrower and U.S. Bank National Association.



10. Fifth Supplemental Indenture, dated as of December 27, 2002, to the indenture between the
Borrower and U.S. Bank National Association.



11. Sixth Supplemental Indenture, dated as of June 2, 2003, to the indenture between the Borrower
and U.S. Bank National Association.



12. Seventh Supplemental Indenture, dated as of October 8, 2004, to the indenture between the
Borrower and U.S. Bank National Association.



13. Eighth Supplemental Indenture, dated as of October 5, 2005, to the indenture between the
Borrower and U.S. Bank National Association.



14. Ninth Supplemental Indenture, dated as of October 5, 2006, to the indenture between the
Borrower and U.S. Bank National Association.



15. Tenth Supplemental Indenture, dated as of October 9, 2007, to the indenture between the
Borrower and U.S. Bank National Association.





 









 







16. Agency Agreement (Amended and Restated), dated September 15, 2006, by and among the Borrower,
Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.



17. Supplemental Agency Agreement, dated September 7, 2007, among the Borrower, Citibank, N.A. and
Dexia Banque Internationale à Luxembourg, société anonyme.



18. Supplemental Agency Agreement, dated September 5, 2008, among the Borrower, Citibank, N.A. and
Dexia Banque Internationale à Luxembourg, société anonyme.




19. Indenture, dated as of August 1, 2006, between the Borrower and Deutsche Bank

Trust Company Americas, as Trustee.



20. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as
borrower, the Borrower, as guarantor and the Bank of Scotland and the other banks listed therein.



21. Extension Letter, dated May 11, 2009, to Aircraft Facility Agreement, dated as of May 18, 2004,
among Whitney Leasing Limited, as borrower, the Company, as guarantor, and the Bank of Scotland and
other banks listed therein.



22. $2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15, 2004, among the
Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed
therein.



23. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October
15, 2004, among the Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial
institutions listed therein.



24. $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the
Borrower, CitiCorp USA, Inc as Administrative Agent, and the other financial institutions listed
therein.



25. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October
14, 2005, among the Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial
institutions listed therein.



26. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among the
Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed
therein.



27. $2,000,000,000 Credit Agreement dated as of October 13, 2009, among International Lease Finance
Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG
Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security
trustee.






2









 







28. $1,700,000,000 Amended and Restated Credit Agreement dated as of October 13, 2009, among
International Lease Finance Corporation, certain subsidiaries of International Lease Finance
Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National
Association, as security trustee.



29. First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International
Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named
therein for the benefit of the Federal Reserve Bank of New York.



30. Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International
Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named
therein for the benefit of the Federal Reserve Bank of New York.



31. Amendment Agreement, dated as of November 23, 2009, among International Lease Finance
Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National
Association, as security trustee, and the Federal Reserve Bank of New York.



32. Temporary Waiver and Amendment dated as of December 1, 2009, among International Lease Finance
Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG
Funding Inc., as lender, and the Federal Reserve Bank of New York.



33. Temporary Waiver and Amendment No. 2, dated as of December 4, 2009, among International Lease
Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein,
AIG Funding Inc., as lender, and the Federal Reserve Bank of New York.



34. Amendment to Credit Agreements and First Lien Guarantee Agreement made and entered into as of
December 4, 2009, by and among International Lease Finance Corporation, certain subsidiaries of
International Lease Finance Corporation named therein, AIG Funding Inc., as lender, and the Federal
Reserve Bank of New York.



35. Amendment to Schedules of Certain Loan Documents made and entered into as of December 15, 2009,
by and among International Lease Finance Corporation, certain subsidiaries of International Lease
Finance Corporation named therein, AIG Funding Inc., as lender, the Federal Reserve Bank of New
York and Wells Fargo Bank Northwest, National Association, as trustee



36. Amendment No. 2 to Schedules of Certain Loan Documents made and entered into as of January 29,
2010, by and among International Lease Finance Corporation, certain subsidiaries of International
Lease Finance Corporation named therein, AIG Funding Inc., as lender, the Federal Reserve Bank of
New York and Wells Fargo Bank Northwest, National Association, as trustee.










3









 








SCHEDULE 3.06




PERMITTED LIENS



None.







 









 








SCHEDULE 3.14




BORROWER PARTY INFORMATION




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Employer or
	 	 	 	 	Jurisdiction	 	 	 	Taxpayer
	Name of Borrower	 	 	 	of	 	 	 	Identification
	Party	 	Chief Executive Office	 	Incorporation	 	Entity Type	 	Number
	INTERNATIONAL LEASE 

FINANCE CORPORATION

	 	10250 Constellation
Blvd., 

Suite 3400

Los Angeles, CA 90067
	 	California
	 	Corporation
	 	22-3059110
	ILFC IRELAND LIMITED

	 	30 North Wall Quay

Dublin 1

Ireland
	 	Ireland
	 	Private Limited

Liability Company
	 	98-0415543
	ILFC (BERMUDA) III,
LTD.

	 	The Chartis Building

29 Richmond Road

Pembroke HM 08

Bermuda
	 	Bermuda
	 	Limited Liability

Company
	 	N/A






 









 






SCHEDULE 3.17(a)




POOL AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 
	 	 	Manufacturer and	 	Airframe	 	Engine Manufacturer and	 	 
	 	 	Model	 	MSN	 	Model	 	Engine MSNs
	1

	 	Airbus A319-100
	 	 	2203	 	 	IAE V2524-A5
	 	V11654, V11663
	2

	 	Airbus A319-100
	 	 	2200	 	 	IAE V2524-A5
	 	V11657, V11659
	3

	 	Airbus A319-100
	 	 	2008	 	 	IAE V2524-A5
	 	V11505, V11506
	4

	 	Airbus A319-100
	 	 	1986	 	 	IAE V2524-A5
	 	V11481, V11484
	5

	 	Airbus A319-100
	 	 	1971	 	 	IAE V2524-A5
	 	V11459, V11464
	6

	 	Airbus A319-100
	 	 	1742	 	 	CFM56-5B6/P
	 	575414, 575415
	7

	 	Airbus A319-100
	 	 	1673	 	 	CFM56-5B6/P
	 	575344, 575345
	8

	 	Airbus A320-200
	 	 	877	 	 	IAE V2527-A5
	 	V10312, V10380
	9

	 	Airbus A320-200
	 	 	816	 	 	IAE V2527-A5
	 	V10313, V10342
	10

	 	Airbus A320-200
	 	 	543	 	 	IAE V2527-A5
	 	V10222, V10223
	11

	 	Airbus A320-200
	 	 	582	 	 	IAE V2527-A5
	 	V10156, V10187
	12

	 	Airbus A321-200
	 	 	991	 	 	CFM56-5B3/P
	 	779489, 779495
	13

	 	Airbus A321-200
	 	 	841	 	 	CFM56-5B3/P
	 	779386, 779387
	14

	 	Airbus A321-200
	 	 	815	 	 	CFM56-5B3/P
	 	779367, 779368
	15

	 	Airbus A330-200
	 	 	272	 	 	CF6-80E1-A4
	 	811152, 811153
	16

	 	Airbus A330-200
	 	 	205	 	 	CF6-80E1-A4
	 	811141, 811148
	17

	 	Airbus A330-300
	 	 	55	 	 	CF6-80E1-A2
	 	811110, 811111
	18

	 	Airbus A340-600
	 	 	534	 	 	Rolls-Royce TRENT 556-61
	 	71138, 71139, 71141, 71142
	19

	 	Airbus A340-600
	 	 	475	 	 	Rolls-Royce TRENT 556-61
	 	71033, 71047, 71070, 71073
	20

	 	Boeing 737-300
	 	 	28200	 	 	CFM56-3C1
	 	858485, 858486
	21

	 	Boeing 737-700
	 	 	29360	 	 	CFM56-7B22
	 	892266, 893261
	22

	 	Boeing 737-700
	 	 	30676	 	 	CFM56-7B22
	 	892437, 893436
	23

	 	Boeing 737-700
	 	 	30674	 	 	CFM56-7B26
	 	890849, 890850
	24

	 	Boeing 737-700
	 	 	28258	 	 	CFM56-7B22
	 	890429, 890430
	25

	 	Boeing 737-700
	 	 	30035	 	 	CFM56-7B22
	 	890372, 890373
	26

	 	Boeing 737-700
	 	 	28255	 	 	CFM56-7B22
	 	890363, 890364
	27

	 	Boeing 737-700
	 	 	30634	 	 	CFM56-7B22
	 	890249, 890251
	28

	 	Boeing 737-800
	 	 	30632	 	 	CFM56-7B26
	 	888853, 888856
	29

	 	Boeing 737-800
	 	 	30631	 	 	CFM56-7B26
	 	888773, 888776
	30

	 	Boeing 737-800
	 	 	28242	 	 	CFM56-7B26
	 	888555, 889571
	31

	 	Boeing 757-200ER
	 	 	29378	 	 	Pratt & Whitney PW2037
	 	P728749, P728750
	32

	 	Boeing 757-200ER
	 	 	29385	 	 	Pratt & Whitney PW2037
	 	P728739, P728740
	33

	 	Boeing 757-200ER
	 	 	26249	 	 	Rolls-Royce RB211-535E4
	 	31665, 31667






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 
	 	 	Manufacturer and	 	Airframe	 	Engine Manufacturer and	 	 
	 	 	Model	 	MSN	 	Model	 	Engine MSNs
	34

	 	Boeing 757-200ER
	 	 	29954	 	 	Pratt & Whitney PW2037
	 	P728713, P728714
	35

	 	Boeing 757-200ER
	 	 	26247	 	 	Rolls-Royce RB211-535E4
	 	31635, 31636
	36

	 	Boeing 757-200ER
	 	 	26248	 	 	Rolls-Royce RB211-535E4
	 	31637, 31642
	37

	 	Boeing 767-300ER
	 	 	27617	 	 	General Electric  CF6-80C2-B6F
	 	704759, 704760
	38

	 	Boeing 767-300ER
	 	 	25170	 	 	General Electric CF6-80C2-B6F
	 	703176, 704859
	39

	 	Boeing 767-300ER
	 	 	26259	 	 	General Electric CF6-80C2-B6F
	 	704127, 704858
	40

	 	Boeing 767-300ER
	 	 	26257	 	 	General Electric CF6-80C2-B7F
	 	702871, 703149
	41

	 	Boeing 777-200ER
	 	 	35296	 	 	General Electric GE90-94B
	 	900493, 900494
	42

	 	Boeing 777-200ER
	 	 	32703	 	 	General Electric GE90-90B
	 	900438, 900439
	43

	 	McDonnell Douglas MD-11F
	 	 	48631	 	 	Pratt & Whitney PW4462
	 	P733765, P733766, P733767






2









 






SCHEDULE 3.17(b)




LEASES



*




     A321-211 aircraft bearing serial number 815




Aircraft Lease Agreement, dated as of August 8, 1997, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.



     A321-211 aircraft bearing serial number 841




Aircraft Lease Agreement, dated as of August 8, 1997, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.



     A321-211 aircraft bearing serial number 991




Aircraft Lease Agreement, dated as of January 29, 1998, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     A319-112 aircraft bearing serial number 1673




Aircraft Lease Agreement, dated as of December 14, 2000, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.



     A319-112 aircraft bearing serial number 1742




Aircraft Lease Agreement, dated as of December 14, 2000, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     A330-200 aircraft bearing serial number 272




Aircraft Lease Agreement, dated as of August 9, 2007, between *, as Lessor, and * as
Lessee




Aircraft Headlease Agreement, dated as of August 9, 2007, between *, as Headlessee,
and *, as Headlessor *.




Lease Assignment and Amendment Agreement, dated as of May 7, 2009, by and between *,
ILFC Ireland and *.





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




 









 











Headlease Termination Agreement, dated as of May 26, 2009, between *.




Aircraft Headlease Agreement, dated as of May 26, 2009, between ILFC Ireland Limited
(“ILFC Ireland”), as Headlessee, and International Lease Finance Corporation
(“ILFC”), as Headlessor.




Assignment, Assumption & Amendment Agreement, dated as of October 12, 2009 by and
among * and ILFC Ireland Limited.



     B767-300ER aircraft bearing serial number 25170




Aircraft Lease Agreement, dated as of July 1, 1998, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and * as Lessee *




Aircraft Headlease Agreement, dated as of July 1, 1998, between ILFC Ireland and
International Lease Finance Corporation (“ILFC”).



     B767-300ER aircraft bearing serial number 26259




Aircraft Lease Agreement, dated as of July 1, 1998, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and * as Lessee *




Aircraft Headlease Agreement, dated as of July 1, 1998, between ILFC Ireland and
International Lease Finance Corporation (“ ILFC”).


*




     B737-700 Aircraft Bearing Serial Number 28255




Aircraft Lease Agreement, dated as of December 19, 2001, between International Lease
Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.



     B737-700 Aircraft Bearing Serial Number 30035




Aircraft Lease Agreement, dated as of December 19, 2001, between International Lease
Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.


*




     B777-200ER Aircraft bearing serial number 32703




Amended and Restated Aircraft Lease Agreement, dated as of April 9, 2003 between *,
as Lessee and ILFC Ireland Limited (“ILFC Ireland”), as Lessor and *,
as Consenting Party.





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




2









 











Aircraft Headlease Agreement, dated as of September 29, 2002 between ILFC Ireland,
as Lessee and International Lease Finance Corporation (“ILFC”), as Lessor.



     A319-100 Aircraft bearing serial number 1971




Amended and Restated Aircraft Lease Agreement, dated as of April 9, 2003 between *
and ILFC Ireland Limited and *, as Consenting Party.




Aircraft Headlease Agreement, dated as of September 29, 2002 between ILFC Ireland,
as Lessee and International Lease Finance Corporation (“ILFC”), as Lessor.



     A319-100 Aircraft bearing serial number 1986




Amended and Restated Aircraft Lease Agreement, dated as of April 9, 2003 between *
and ILFC Ireland Limited and *, as Consenting Party.




Aircraft Headlease Agreement, dated as of September 29, 2002 between ILFC Ireland,
as Lessee and International Lease Finance Corporation (“ILFC”), as Lessor.



     A319-100 Aircraft bearing serial number 2008




Amended and Restated Aircraft Lease Agreement, dated as of April 9, 2003 between *
and ILFC Ireland Limited and *, as Consenting Party.




Aircraft Headlease Agreement, dated as of September 29, 2002 between ILFC Ireland,
as Lessee and International Lease Finance Corporation (“ILFC”), as Lessor.


*




     A319-100 aircraft bearing serial number 2200




Aircraft Lease Agreement, dated as of November 4, 2003, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




Aircraft Headlease Agreement, dated as of November 4, 2003, between International
Lease Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among
ILFC Ireland, *.





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.




3









 










     A319-100 aircraft bearing serial number 2203




Aircraft Lease Agreement, dated as of November 4, 2003, among ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, as Lessee, and *, as Consenting Party.




Aircraft Headlease Agreement, dated as of November 4, 2003, between International
Lease Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.




Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004,
among ILFC Ireland, *.


*




     B737-700 aircraft bearing serial number 29360




Aircraft Lease Agreement, dated as of March 4, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.



     B737-700 aircraft bearing serial number 30676




Aircraft Lease Agreement, dated as of November 30, 2003, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     B757-200ER aircraft bearing serial number 29378




Aircraft Lease Agreement, dated as of December 19, 2007, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.



     B757-200ER aircraft bearing serial number 29385




Aircraft Lease Agreement, dated as of December 19, 2007, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.



     B757-200ER aircraft bearing serial number 29954




Aircraft Lease Agreement, dated as of October 24, 2006, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     A340-600 aircraft bearing serial number 475





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.




4









 











Aircraft Lease Agreement, dated as of September 28, 2007, between ILFC Ireland
Limited (“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of September 28, 2007, ILFC Ireland, as
Headlessee, and International Lease Finance Corporation (“ILFC”), as Headlessor.


*




     A320-200 aircraft bearing serial number 55




Aircraft Lease Agreement, dated as of August 2, 2009, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of August 2, 2009, between International
Lease Finance Corporation (“ILFC”), as Lessor, and ILFC (Bermuda) III, Ltd. (“ILFC
Bermuda”), as Lessee.




Aircraft Intermediate Lease Agreement, dated as of August 2, 2009, between ILFC
Bermuda, as Intermediate Lessor, and ILFC Ireland, as Intermediate Lessee.


*




     A320-232 aircraft bearing serial number 543




Aircraft Lease Agreement, dated as of March 26, 2009, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of March 26, 2009, between ILFC Ireland and
International Lease Finance Corporation (“ILFC”).


*




     B737-700 aircraft bearing serial number 30674




Aircraft Lease Agreement, dated as of June 30, 2008, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, *, each as Lessee.




Aircraft Headlease Agreement, dated as of June 30, 2008, between ILFC Ireland, as
Headlessee, and International Lease Finance Corporation (“ILFC”), as Headlessor.


*




     B767-300ER aircraft bearing serial number 26257





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.




5









 











Aircraft Lease Agreement, dated as of January 20, 2004, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     B757-200ER aircraft bearing serial number 26247




Aircraft Lease Agreement, dated as of June 9, 2009, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of June 9, 2009, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.



     B757-200ER aircraft bearing serial number 26248




Aircraft Lease Agreement, dated as of June 9, 2009, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of June 9, 2009, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.



     B757-200ER aircraft bearing serial number 26249




Aircraft Lease Agreement, dated as of June 9, 2009, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of June 9, 2009, between International Lease
Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.


*




     B737-3Q8 aircraft bearing serial number 28200




Aircraft Lease Agreement, dated as of December 15, 2008, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     B777-200ER aircraft bearing serial number 35296




Aircraft Lease Agreement, dated as of December 20, 2005, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.




6









 










*



     A330-200 aircraft bearing serial number 205




Aircraft Lease Agreement, dated as of December 20, 2009, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     B737-800 aircraft bearing serial number 28242




Aircraft Lease Agreement, dated as of July 2, 1999, among International Lease
Finance Corporation, as Lessor, *, as Lessee, and *, as Consenting Party.



     B737-800 aircraft bearing serial number 30631




Aircraft Lease Agreement, dated as of July 2, 1999, among International Lease
Finance Corporation, as Lessor, *, as Lessee, and *, as Consenting Party.



     B737-800 aircraft bearing serial number 30632




Aircraft Lease Agreement, dated as of July 2, 1999, among International Lease
Finance Corporation, as Lessor, *, as Lessee, and *, as Consenting Party.


*




     A320-200 aircraft bearing serial number 582




Aircraft Lease Agreement, dated as of March 10, 2003, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of March 10, 2003, between International
Lease Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.


*




     A340-600 aircraft bearing serial number 534




Aircraft Lease Agreement, dated as of July 31, 2002, between *, as Lessee, and
International Lease Finance Corporation (“ILFC”), as Lessor.


*




     B767-300ER aircraft bearing serial number 27617





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.




7









 











Aircraft Lease Agreement, dated as of December 13, 2006, between ILFC Ireland
Limited (“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of December 13, 2006, between International
Lease Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.


*




     A320-200 aircraft bearing serial number 816




Aircraft Lease Agreement, dated as of December 23, 2005, between ILFC Ireland
Limited (“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of December 23, 2005, between International
Lease Finance Corporation (“ILFC”), as Lessor, and ILFC Ireland, as Lessee.



     A320-200 aircraft bearing serial number 877




Aircraft Lease Agreement, dated as of December 10, 2009, between ILFC Ireland
Limited (“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of December 10, 2009, between International
Lease Finance Corporation (“ILFC”), as Headlessor, and ILFC Ireland, as Headlessee.


*




     MD-11F aircraft bearing serial number 48631




Aircraft Lease Agreement, dated as of September 30, 1992, between International
Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.


*




     B737-700 aircraft bearing serial number 28258




Aircraft Lease Agreement, dated as of April 18, 2003, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor and *, as Lessee




Aircraft Headlease Agreement, dated as of April 18, 2003, between International
Lease Finance Corporation (“ILFC”), as Lessor and ILFC Ireland Limited (“ILFC
Ireland”), as Lessee



     B737-700 aircraft bearing serial number 30634





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission.
Confidential treatment has been requested with respect to the omitted portions.




8









 









Aircraft Lease Agreement, dated as of October 18, 2002, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor and *, as Lessee




Aircraft Headlease Agreement, dated as of October 18, 2002, between International
Lease Finance Corporation (“ILFC”), as Lessor and ILFC Ireland Limited (“ILFC
Ireland”), as Lessee





 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




9









 










SCHEDULE 9.01




NOTICES



If to any Borrower Party, to:




International Lease Finance Corporation

10250 Constellation Blvd., Suite 3400

Los Angeles, CA 90067

Attention: Treasurer with a copy to the General Counsel

Telecopy No. (310 788-1990)



If to the Administrative Agent, to:




Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer;

Facsimile No. (415) 503-5099



If to the Collateral Agent, to:




Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Facsimile No. (415) 503-5099



If to the Syndication Agent, to:




Goldman Sachs Lending Partners LLC

200 West Street

New York, New York 10282

Attention: Elizabeth Fischer

Facsimile No. (646) 769-7984




 









 





EXHIBIT A




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	Lender	 	Commitment	 	 	Percentage	 
	Bank of America, N.A.
	 	$	750,000,000	 	 	 	100.000000000	%
	Total
	 	$	750,000,000	 	 	 	100.000000000	%






 









 





EXHIBIT B




FORM OF MORTGAGE




EXECUTION VERSION




FORM OF AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




Dated as of October 13, 2009



among



INTERNATIONAL LEASE FINANCE CORPORATION



TOP AIRCRAFT, INC.



SHREWSBURY AIRCRAFT LEASING LIMITED



STATES AIRCRAFT, INC.



ILFC IRELAND LIMITED



ILFC FRANCE S.A.R.L.



ILFC LABUAN LTD.



and



THE ADDITIONAL GRANTORS REFERRED TO HEREIN

as the Grantors



WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

as the First Lien Security Trustee,

the Second Lien Security Trustee,

the Third Lien Security Trustee

and

the Fourth Lien Security Trustee



and



THE FEDERAL RESERVE BANK OF NEW YORK



 









 





T A B L E   O F   C O N T E N T S




	 	 	 	 	 
	 	 	PAGE
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	2	 
	Section 1.02 Construction and Usage
	 	 	13	 
	 
	 	 	 	 
	ARTICLE II SECURITY
	 	 	14	 
	 
	 	 	 	 
	Section 2.01 Grant of Security
	 	 	14	 
	Section 2.02 Security for Obligations
	 	 	17	 
	Section 2.03 Representations and Warranties of the Grantors
	 	 	17	 
	Section 2.04 Grantors Remain Liable
	 	 	19	 
	Section 2.05 Delivery of Collateral
	 	 	20	 
	Section 2.06 As to the Assigned Documents
	 	 	20	 
	Section 2.07 As to Security Collateral, Beneficial Interest Collateral,
Membership Interest Collateral and Investment Collateral
	 	 	22	 
	Section 2.08 Further Assurances
	 	 	23	 
	Section 2.09 Place of Perfection; Records
	 	 	25	 
	Section 2.10 Voting Rights; Dividends; Etc
	 	 	25	 
	Section 2.11 Transfers and Other Liens; Additional Shares or Interests
	 	 	26	 
	Section 2.12 Security Trustees Appointed Attorney-in-Fact
	 	 	26	 
	Section 2.13 Security Trustees May Perform
	 	 	27	 
	Section 2.14 Covenant to Pay
	 	 	27	 
	Section 2.15 Delivery of Collateral Supplements
	 	 	27	 
	Section 2.16 Covenant Regarding Control
	 	 	27	 
	Section 2.17 Covenant Regarding Blocked Accounts
	 	 	28	 
	Section 2.18 Operational Covenants
	 	 	28	 
	Section 2.19 Insurance
	 	 	30	 
	 
	 	 	 	 
	ARTICLE III REMEDIES
	 	 	30	 
	 
	 	 	 	 
	Section 3.01 Remedies
	 	 	30	 
	Section 3.02 Priority of Payments
	 	 	31	 
	 
	 	 	 	 
	ARTICLE IV SECURITY INTEREST ABSOLUTE
	 	 	32	 
	 
	 	 	 	 
	Section 4.01 Security Interest Absolute
	 	 	32	 
	 
	 	 	 	 
	ARTICLE V THE SECURITY TRUSTEES
	 	 	33	 
	 
	 	 	 	 
	Section 5.01 Authorization and Action
	 	 	33	 
	Section 5.02 Absence of Duties
	 	 	34	 






i









 






	 	 	 	 	 
	 	 	
	Section 5.03 Representations or Warranties
	 	 	34	 
	Section 5.04 Reliance; Agents; Advice of Counsel
	 	 	35	 
	Section 5.05 Cape Town Convention
	 	 	36	 
	Section 5.06 No Individual Liability
	 	 	36	 
	 
	 	 	 	 
	ARTICLE VI SUCCESSOR SECURITY TRUSTEE
	 	 	36	 
	 
	 	 	 	 
	Section 6.01 Resignation and Removal of a Security Trustee
	 	 	36	 
	Section 6.02 Appointment of Successor
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VII AGREEMENT BETWEEN SECURED PARTIES
	 	 	38	 
	 
	 	 	 	 
	Section 7.01 Subordination and Priority
	 	 	38	 
	Section 7.02 Exercise of Remedies
	 	 	38	 
	Section 7.03 Further Agreements of Subordination
	 	 	39	 
	Section 7.04 Rights of Subrogation
	 	 	40	 
	Section 7.05 Further Assurances of Subordinated Security Trustees
	 	 	41	 
	Section 7.06 No Change in Rights in Collateral
	 	 	41	 
	Section 7.07 Waiver of Marshalling and Similar Rights
	 	 	41	 
	Section 7.08 Enforcement
	 	 	41	 
	Section 7.09 Obligations Not Affected
	 	 	41	 
	Section 7.10 Waiver
	 	 	42	 
	Section 7.11 Secured Obligations Unimpaired
	 	 	42	 
	Section 7.12 Upon Discharge of Obligations
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VIII INDEMNITY AND EXPENSES
	 	 	42	 
	 
	 	 	 	 
	Section 8.01 Indemnity
	 	 	43	 
	Section 8.02 Secured Parties’ Indemnity
	 	 	43	 
	Section 8.03 No Compensation from Secured Parties
	 	 	44	 
	Section 8.04 Security Trustee Fees
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	45	 
	 
	 	 	 	 
	Section 9.01 Amendments; Waivers; Etc
	 	 	45	 
	Section 9.02 Addresses for Notices
	 	 	45	 
	Section 9.03 No Waiver; Remedies
	 	 	47	 
	Section 9.04 Severability
	 	 	47	 
	Section 9.05 Continuing Security Interest; Assignments
	 	 	47	 
	Section 9.06 Release and Termination
	 	 	47	 
	Section 9.07 Currency Conversion
	 	 	50	 
	Section 9.08 Governing Law
	 	 	50	 
	Section 9.09 Jurisdiction; Consent to Service of Process
	 	 	50	 
	Section 9.10 Counterparts
	 	 	51	 
	Section 9.11 Table of Contents, Headings, Etc
	 	 	51	 
	Section 9.12 Non-Invasive Provisions
	 	 	51	 
	Section 9.13 Limited Recourse
	 	 	52	 






ii









 






	 	 	 	 	 
	 	 	PAGE
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule I Aircraft, Airframes and Engines
	 	 	 	 
	Schedule II Pledged Stock, Pledged Beneficial Interest and Pledged Membership Interests
	 	 	 	 
	Schedule III Trade Names
	 	 	 	 
	Schedule IV Chief Place of Business and Chief Executive or Registered Office
	 	 	 	 
	Schedule V Insurance
	 	 	 	 
	 
	 	 	 	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	Exhibit A-1 Form of Collateral Supplement
	 	 	 	 
	Exhibit A-2 Form of Grantor Supplement
	 	 	 	 
	Exhibit B Form of Consent and Agreement
	 	 	 	 
	Exhibit C-1 Form of FAA Aircraft Mortgage – First Lien
	 	 	 	 
	Exhibit C-2 Form of FAA Aircraft Mortgage – Second Lien
	 	 	 	 
	Exhibit C-3 Form of FAA Aircraft Mortgage – Third Lien
	 	 	 	 
	Exhibit C-4 Form of FAA Aircraft Mortgage – Fourth Lien
	 	 	 	 
	Exhibit D-1 Form of FAA Aircraft Mortgage and Security Agreement – First Lien
	 	 	 	 
	Exhibit D-2 Form of FAA Aircraft Mortgage and Security Agreement – Second Lien
	 	 	 	 
	Exhibit D-3 Form of FAA Aircraft Mortgage and Security Agreement – Third Lien
	 	 	 	 
	Exhibit D-4 Form of FAA Aircraft Mortgage and Security Agreement – Fourth Lien
	 	 	 	 
	Exhibit E-1 Form of FAA Lease Security Assignment – First Lien
	 	 	 	 
	Exhibit E-2 Form of FAA Lease Security Assignment – Second Lien
	 	 	 	 
	Exhibit E-3 Form of FAA Lease Security Assignment – Third Lien
	 	 	 	 
	Exhibit E-4 Form of FAA Lease Security Assignment – Fourth Lien
	 	 	 	 
	Exhibit F-1 Form of Notice of Assignment
	 	 	 	 
	Exhibit F-2 Form of Acknowledgment
	 	 	 	 






iii









 






AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




     This AIRCRAFT MORTGAGE AND SECURITY AGREEMENT (this “Agreement”), dated as of October
13, 2009, is made among INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(“ILFC”), TOP AIRCRAFT, INC., a California corporation (“Holdings”), SHREWSBURY
AIRCRAFT LEASING LIMITED, a private limited liability company incorporated under the laws of
Ireland (the “Irish SPC”), STATES AIRCRAFT INC., a California corporation (the
“California SPC”), ILFC IRELAND LIMITED, a private limited liability company incorporated
under the laws of Ireland (the “Irish Initial Intermediate Lessee”), ILFC FRANCE S.A.R.L.,
a société à responsabilité limitée organized under the laws of France (the “French Initial
Intermediate Lessee”), ILFC LABUAN LTD., a Labuan private limited liability company
incorporated under the Offshore Companies Act 1990 of Malaysia (the “Labuan Initial
Intermediate Lessee”) and the ADDITIONAL GRANTORS who from time to time become grantors under
this Agreement (together with ILFC, Holdings, the Irish SPC, the California SPC, the Irish Initial
Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial Intermediate
Lessee, the “Grantors”), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national
banking association (“Wells Fargo”), as the First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee, and the
FEDERAL RESERVE BANK OF NEW YORK (the “FRBNY”).



PRELIMINARY STATEMENTS:




     (1) The Grantors have entered into the First Lien Borrower Party Guarantee Agreement (the
“First Lien Guarantee Agreement”), pursuant to which the Grantors have agreed to guarantee
certain of the payment obligations of American International Group, Inc. (“AIG”) under the
Credit Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender
(as amended, restated, amended and restated or otherwise modified from time to time, the
“Parent Credit Agreement”).



     (2) ILFC, the Irish SPC and the California SPC, and certain other borrowers party thereto, as
co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee, the Labuan Initial Intermediate Lessee, Holdings, AIG Funding, Inc. (“AIG
Funding”), as lender (the “Lender”), and the Second Lien Security Trustee have entered
into the Credit Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant
to which the Lender has made the Loan to the Borrowers.



     (3) The Grantors have entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantors have agreed to guarantee
certain of the payment obligations of AIG under the Parent Credit Agreement.



     (4) ILFC and AIG Funding have entered into the Demand Note Agreement, dated as of March 9,
2009, and the Demand Note Agreement, dated as of March 26, 2009 (collectively, the “Demand Note
Agreements”), pursuant to which AIG Funding has made certain Advances to ILFC.



 









 





     (5) The Demand Note Agreements have been amended and restated as of the date hereof pursuant
to an Amended and Restated Credit Agreement (the “Amended and Restated Credit Agreement”)
among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish Initial Intermediate
Lessee, the French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, AIG Funding
and the Fourth Lien Security Trustee and new value is being given to the Grantors (including for
the purposes of Section 547(c)(1) and (c)(4) of the United States Bankruptcy Code) in the form of,
among other things, an extension of the maturity of the Demand Note Agreements.



     (6) The Grantors are the owners of certain Pool Aircraft and are parties to lease and
sub-lease contracts with respect to such Pool Aircraft.



     (7) ILFC and the other Grantors may from time to time grant additional security for the
benefit of the Secured Parties.



     (8) The Grantors in each case party thereto have agreed, pursuant to the First Lien Guarantee
Agreement, the Third Lien Guarantee Agreement, and the Amended and Restated Credit Agreement, and
it is a condition precedent to the making of the Loan by the Lender to the Borrowers under the
Credit Agreement, that the Grantors grant the security interests required by this Agreement.



     (9) Each Grantor will derive substantial direct and indirect benefit from the transactions
described above.



     (10) Wells Fargo is willing to act as the First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee under this
Agreement.



     NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with each
Security Trustee for its respective benefit and the benefit of the other Secured Parties as
follows:



ARTICLE I

DEFINITIONS




     Section 1.01 Definitions. (a) Certain Defined Terms. For the purposes of this
Agreement, the following terms have the meanings indicated below:



     “Account Collateral” has the meaning specified in Section 2.01.



     “Acquisition Agreement” means any agreement to provide warranties in connection with any
agreement pursuant to which a Pool Aircraft has been or will be acquired by ILFC or any of its
Subsidiaries to the extent permitted to be assigned without third party consent.



     “Additional Grantor” has the meaning specified in Section 9.01.



     “Advances” means, collectively, the advances made by AIG Funding to ILFC pursuant to the
Demand Note Agreements.



2









 





     “Agreed Currency” has the meaning specified in Section 9.07.



     “Agreement” has the meaning specified in the recital of parties to this Agreement.



     “Agreement Collateral” means, collectively, the Assigned Agreement Collateral and the Lease
Collateral.



     “AIG” has the meaning specified in preliminary statements of this Agreement.



     “AIG Funding” has the meaning specified in preliminary statements of this Agreement.



     “AIG Funding Pledge Supplement” means the Pledge Agreement Supplement dated as of October 10,
2008 between AIG Funding and the FRBNY.



     “Aircraft Documents” means all technical data, manuals and log books, and all inspection,
modification and overhaul records and other service, repair, maintenance and technical records that
are required pursuant to applicable law to be maintained with respect to the relevant Pool
Aircraft, and such term shall include all additions, renewals, revisions and replacements of any
such materials from time to time made, or required to be made, pursuant to applicable law, and in
each case in whatever form and by whatever means or medium (including, without limitation,
microfiche, microfilm, paper or computer disk) such materials may be maintained or retained by the
relevant Lessee.



     “Aircraft Objects” means, collectively, the Aircraft Objects (as defined in the Protocol)
described on Schedule I hereto and in any Collateral Supplement or Grantor Supplement.



     “Aircraft Purchase Collateral” has the meaning specified in Section 2.01.



     “Airframe” means, individually, each of the airframes described on Schedule I hereto and in
any Collateral Supplement or Grantor Supplement.



     “Amended and Restated Credit Agreement” has the meaning specified in preliminary statements of
this Agreement.



     “Assigned Agreement Collateral” has the meaning specified in Section 2.01.



     “Assigned Agreements” has the meaning specified in Section 2.01.



     “Assigned Documents” means, collectively, the Assigned Agreements, the Assigned Leases and the
Acquisition Agreements included in the Aircraft Purchase Collateral.



     “Assigned Leases” has the meaning specified in Section 2.01.



3









 





     “Beneficial Interest Collateral” has the meaning specified in Section 2.01.



     “Borrowers” has the meaning specified in the preliminary statements of this Agreement.



     “California SPC” has the meaning specified in the recital of parties to this Agreement.



     “Cape Town Convention” means, collectively, the Convention and the Protocol, together with all
regulations and procedures issued in connection therewith, and all other rules, amendments,
supplements, modifications, and revisions thereto (in each case using the English language
version).



     “Cape Town Lease” means any Lease (including any Lease between Grantors) that has been entered
into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town
Convention may be given effect under the law of any applicable jurisdiction) (A) with a Cape Town
Lessee or (B) where the related Aircraft Object is registered in a Contracting State.



     “Cape Town Lessee” means a lessee under a Lease that is “situated in” a “Contracting State”.



     “Certificated Security” means a certificated security (as defined in Section 8-102(a)(4) of
the UCC) other than a Government Security.



     “Chattel Paper Original” has the meaning specified in Section 2.05.



     “Collateral” has the meaning specified in Section 2.01.



     “Collateral Supplement” means a supplement to this Agreement in substantially the form
attached as Exhibit A-1 executed and delivered by a Grantor.



     “Convention” means the Convention on International Interests in Mobile Equipment, signed in
Cape Town, South Africa on November 16, 2001.



     “Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.



     “Demand Note Agreements” has the meaning specified in the preliminary statements to this
Agreement.



     “Eligible Institution” means (a) Wells Fargo in its capacity as First Lien Security Trustee
under this Agreement; (b) Wells Fargo in its capacity as Second Lien Security Trustee under this
Agreement; (c) Wells Fargo in its capacity as Third Lien Security Trustee under this Agreement; (d)
Wells Fargo in its capacity as Fourth Lien Security Trustee under this Agreement; (e) any bank not
organized under the laws of the United States of America so long as



4









 




it has either (i) a long-term unsecured debt rating of A or better by Standard & Poor’s and A2
or better by Moody’s or (ii) a short-term unsecured debt rating of A-1+ by Standard & Poor’s and
P-1 or better by Moody’s; and (f) any bank organized under the laws of the United States of America
or any state thereof, or the District of Columbia (or any branch of a foreign bank licensed under
any such laws), so long as it (i) has either (A) a long-term unsecured debt rating of AA (or the
equivalent) or better by each of Standard & Poor’s and Moody’s or (B) a short-term unsecured debt
rating of A-l+ by Standard & Poor’s and P-1 by Moody’s and (ii) can act as a securities
intermediary under the New York Uniform Commercial Code.




     “Engine” means, individually, each of the aircraft engines described on Schedule I hereto or
in any Collateral Supplement or Grantor Supplement.



     “Event of Default” means any Event of Default (as defined in the Credit Agreement).



     “Excluded Property” shall mean (a) proceeds of public liability insurance (or government or
other Person (including the Manufacturer, the Lessee and any sublessee of the Lessee) indemnities
in lieu thereof) paid or payable as a result of insurance claims made, or losses suffered, by any
Grantor or their Affiliates, (b) proceeds of insurance maintained by any Grantor or their
Affiliates for its or their own account or benefit (whether directly or through a Grantor) and not
required by the Loan Documents, (c) the proceeds of any requisition for hire not required to be
paid to a Security Trustee, (d) any general, Tax or other indemnity payments, expenses,
reimbursements and similar payments and interest in respect thereof paid or payable in favor of any
Grantor or their Affiliates or their respective successors or assigns, officers, directors,
employees, agents, managers and servants, including any such payments pursuant to any Lease, except
to the extent such Grantor or Affiliate owes such amounts in respect of the same claim to a Secured
Party, (e) any security interest held by a Grantor or any of its Affiliates in any assets of a
Lessee or any sublessee thereof or of any of their Affiliates, other than the Security Deposit
under a Lease, or a letter of credit in lieu thereof, which secure obligations owed by such Lessee,
sublessee or Affiliate pursuant to a grant of collateral not under the applicable Lease, (f) any
interest that pursuant to a Lease may from time to time accrue in respect of any of the amounts
described in clauses (a) through (d) above, (g) the proceeds from the enforcement of any right to
enforce the payment of any amount described in clauses (a) to (f) above, and (h) any right to
exercise any election or option or make any decision or determination, or to give or receive any
notice, consent, waiver or approval, or to take any other action in respect of, but in each case,
only to the extent relating to, any Excluded Property.



     “FAA” means the Federal Aviation Administration of the United States of America.



     “First Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-1.



     “First Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-1.



5









 





     “First Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-1 hereto.



     “First Lien Guarantee Agreement” has the meaning specified in the preliminary statements to
this Agreement.



     “First Lien Secured Obligations” means the “Guaranteed Obligations” as defined in the First
Lien Guarantee Agreement.



     “First Lien Secured Party” means any of or, in the plural form, all of the First Lien Security
Trustee and the FRBNY.



     “First Lien Security Trustee” means the Person appointed, at the time of determination, as the
First Lien Security Trustee under this Agreement. The initial First Lien Security Trustee is Wells
Fargo.



     “Fourth Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-4.



     “Fourth Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-4.



     “Fourth Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-4 hereto.



     “Fourth Lien Secured Obligations” means the “Obligations” as defined in the Amended and
Restated Credit Agreement.



     “Fourth Lien Secured Party” means any of or, in the plural form, all of the Fourth Lien
Security Trustee, AIG Funding and the FRBNY as assignee of AIG Funding under the Parent Credit
Agreement, the Pledge Agreement, the AIG Funding Pledge Supplement and related agreements.



     “Fourth Lien Security Trustee” means the Person appointed, at the time of determination, as
the Fourth Lien Security Trustee under this Agreement. The initial Fourth Lien Security Trustee is
Wells Fargo.



     “FRBNY” means the Federal Reserve Bank of New York or any other Governmental Authority of the
United States, any trust held for the benefit of the Federal Reserve Bank of New York or such other
Governmental Authority or any limited liability company of which the Federal Reserve Bank of New
York or such other Governmental Authority is the sole member, in each case as may be designated in
writing by the Federal Reserve Bank of New York from time to time.



     “French Initial Intermediate Lessee” has the meaning specified in the recital of parties to
this Agreement.



6









 





     “Government Security” means any security issued or guaranteed by the United States of America
or an agency or instrumentality thereof that is maintained in book-entry on the records of the
FRBNY and is subject to Revised Book-Entry Rules.



     “Grantor Supplement” means a supplement to this Agreement in substantially the form attached
as Exhibit A-2 executed and delivered by a Grantor.



     “Grantors” has the meaning specified in the recital of parties to this Agreement.



     “Holdings” has the meaning specified in the recital of parties to this Agreement.



     “ILFC” has the meaning specified in the recital of parties in to Agreement.



     “Initial Intermediate Lessees” means the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee and the Labuan Initial Intermediate Lessee, in each case until such time (if
any) as ILFC transfers the Equity Interest in such company to Holdings.



     “Instrument” means any “instrument” as defined in Section 9-102(a)(47) of the UCC.



     “Insurances” means, in relation to each Pool Aircraft, any and all contracts or policies of
insurance and reinsurance complying with the provisions of Schedule V hereto or an indemnity from a
Governmental Authority as indemnitor, as appropriate, and required to be effected and maintained in
accordance with this Agreement.



     “International Registry” means the International Registry under the Cape Town Convention.



     “Investment Collateral” has the meaning specified in Section 2.01.



     “Irish SPC” has the meaning specified in the recital of parties to this Agreement.



     “Irish Initial Intermediate Lessee” has the meaning specified in the recital of parties to
this Agreement.



     “Labuan Initial Intermediate Lessee” has the meaning specified in the recital of parties to
this Agreement.



     “Lease Assignment Documents” means, in respect of any Assigned Lease, (a) any agreement
providing for the novation thereof to substitute, or the assignment thereof to, a Grantor as the
lessor, (b) any agreement or instrument supplemental to this Agreement for the purpose of effecting
and/or perfecting the assignment of, and the grant of a lien upon, such Assigned Lease in favor of
any Security Trustees under any applicable law (other than the law of the State of New York), (c)
any notice provided to the applicable Lessee of the assignment thereof pursuant to this Agreement
and/or such supplement, (d) any acknowledgment of such



7









 




assignment by such Lessee and (e) any undertaking of quiet enjoyment given by any Security
Trustee in respect thereof.




     “Lease Collateral” has the meaning specified in Section 2.01.



     “Lender” has the meaning specified in the preliminary statements to this Agreement.



     “Lessee Acknowledgment” has the meaning set forth in Section 2.18.



     “Lessee Notice” has the meaning set forth in Section 2.18.



     “Membership Interest Collateral” has the meaning specified in Section 2.01.



     “Parent Credit Agreement” has the meaning specified in the preliminary statements to this
Agreement.



     “Parts” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) Engines or engines, and
(b) any appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a Lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any Airframe or any Engine or removed therefrom.



     “Pledge Agreement” means the Guarantee and Pledge Agreement dated as of September 22, 2008,
among AIG, the guarantors party thereto and the FRBNY.



     “Pledged Beneficial Interest” means all of the beneficial interest in certain Grantors
described in the attached Schedule II or in any Collateral Supplement or Grantor Supplement.



     “Pledged Membership Interests” means all of the membership interests in certain Grantors
described in the attached Schedule II or in any Collateral Supplement or Grantor Supplement.



     “Pledged Stock” means the outstanding shares of capital stock and/or issued share capital of
the Irish SPC, the California SPC and certain Grantors described in the attached Schedule II or in
any Collateral Supplement or Grantor Supplement.



     “Protocol” means the Protocol to the Convention on Matters Specific to Aircraft Equipment, as
in effect in any applicable jurisdiction from time to time.



     “Received Currency” has the meaning specified in Section 9.07.



8









 





     “Related Collateral Documents” means a letter of credit, third-party or bank guarantee or cash
collateral provided by or on behalf of a Lessee to secure such Lessee’s obligations under a Lease,
in each case to the extent assignable without the consent of a third party.



     “Relevant Collateral” has the meaning specified in Section 2.07(a).



     “Relevant FAA Aircraft Mortgages” means (a) from the date hereof until payment in full in cash
of the First Lien Secured Obligations then outstanding, collectively, the First Lien FAA Aircraft
Mortgage, the Second Lien FAA Aircraft Mortgage, the Third Lien FAA Aircraft Mortgage and the
Fourth Lien FAA Aircraft Mortgage, (b) after such payment in full in cash of the First Lien Secured
Obligations and until payment in full in cash of the Second Lien Secured Obligations then
outstanding, collectively, the Second Lien FAA Aircraft Mortgage, the Third Lien FAA Aircraft
Mortgage and the Fourth Lien FAA Aircraft Mortgage, (c) after such payment in full in cash of the
First Lien Secured Obligations and the Second Lien Secured Obligations and until payment in full in
cash of the Third Lien Secured Obligations then outstanding, collectively, the Third Lien FAA
Aircraft Mortgage and the Fourth Lien FAA Aircraft Mortgage and (d) after such payment in full in
cash of the First Lien Secured Obligations, the Second Lien Secured Obligations and the Third Lien
Secured Obligations, the Fourth Lien FAA Aircraft Mortgage.



     “Relevant FAA Aircraft Mortgages and Lease Assignments” means (a) from the date hereof until
payment in full in cash of the First Lien Secured Obligations then outstanding, collectively, the
First Lien FAA Aircraft Mortgage and Lease Assignment, the Second Lien FAA Aircraft Mortgage and
Lease Assignment, the Third Lien FAA Aircraft Mortgage and Lease Assignment and the Fourth Lien FAA
Aircraft Mortgage and Lease Assignment, (b) after such payment in full in cash of the First Lien
Secured Obligations and until payment in full in cash of the Second Lien Secured Obligations then
outstanding, collectively, the Second Lien FAA Aircraft Mortgage and Lease Assignment, the Third
Lien FAA Aircraft Mortgage and Lease Assignment and the Fourth Lien FAA Aircraft Mortgage and Lease
Assignment, (c) after such payment in full in cash of the First Lien Secured Obligations and the
Second Lien Secured Obligations and until payment in full in cash of the Third Lien Secured
Obligations then outstanding, collectively, the Third Lien FAA Aircraft Mortgage and Lease
Assignment and the Fourth Lien FAA Aircraft Mortgage and Lease Assignment and (d) after such
payment in full in cash of the First Lien Secured Obligations, the Second Lien Secured Obligations
and the Third Lien Secured Obligations, the Fourth Lien FAA Aircraft Mortgage and Lease Assignment.



     “Relevant FAA Lease Security Assignments” means (a) from the date hereof until payment in full
in cash of the First Lien Secured Obligations then outstanding, collectively, the First Lien FAA
Lease Security Assignment, the Second Lien FAA Lease Security Assignment, the Third Lien FAA Lease
Security Assignment and the Fourth Lien FAA Lease Security Assignment, (b) after such payment in
full in cash of the First Lien Secured Obligations and until payment in full in cash of the Second
Lien Secured Obligations then outstanding, collectively, the Second Lien FAA Lease Security
Assignment, the Third Lien FAA Lease Security Assignment and the Fourth Lien FAA Lease Security
Assignment, (c) after such payment in full in cash of the First Lien Secured Obligations and the
Second Lien Secured Obligations and until



9









 




payment in full in cash of the Third Lien Secured Obligations then outstanding, collectively,
the Third Lien FAA Lease Security Assignment and the Fourth Lien FAA Lease Security Assignment and
(d) after such payment in full in cash of the First Lien Secured Obligations, the Second Lien
Secured Obligations and the Third Lien Secured Obligations, the Fourth Lien FAA Lease Security
Assignment.




     “Required Cape Town Registrations” has the meaning set forth in Section 2.08(e).



     “Revised Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes and bonds); 12 C.F.R.
§ 615 (book-entry securities of the Farm Credit Administration); 12 C.F.R. §§ 910 and 912
(book-entry securities of the Federal Home Loan Banks); 24 C.F.R. § 81 (book-entry securities of
the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation); 12
C.F.R. § 1511 (book-entry securities of the Resolution Funding Corporation); 31 C.F.R. § 354
(book-entry securities of the Student Loan Marketing Association); and any substantially comparable
book-entry rules of any other Federal agency or instrumentality.



     “Second Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-2.



     “Second Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-2.



     “Second Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-2 hereto.



     “Second Lien Secured Obligations” has the meaning assigned to the term “Obligations” in the
Credit Agreement.



     “Second Lien Secured Party” means any of or, in the plural form, all of the Second Lien
Security Trustee, the Lender and the FRBNY as assignee of AIG Funding under the Parent Credit
Agreement, the Pledge Agreement, the AIG Funding Pledge Supplement and related agreements.



     “Second Lien Security Trustee” means the Person appointed, at the time of determination, as
the Second Lien Security Trustee under this Agreement. The initial Second Lien Security Trustee is
Wells Fargo.



     “Secured Obligations” means, collectively, the First Lien Secured Obligations, the Second Lien
Secured Obligations, the Third Lien Secured Obligations and the Fourth Lien Secured Obligations.



     “Secured Parties” means, collectively, the First Lien Secured Parties, the Second Lien Secured
Parties, the Third Lien Secured Parties and the Fourth Lien Secured Party.



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     “Securities Account” means a securities account as defined in Section 8-501(a) of the UCC
maintained in the name of the Security Trustee as “entitlement holder” (as defined in Section
8-102(a)(7) of the UCC) on the books and records of a Securities Intermediary in the State of New
York.



     “Securities Intermediary” means any “securities intermediary” of the Security Trustee as
defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.



     “Security Collateral” has the meaning specified in Section 2.01(c).



     “Security Trustees” means, collectively, the First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee, and
“Security Trustee” means any one of them.



     “Senior Secured Parties” means (a) from the date hereof until payment in full in cash of the
First Lien Secured Obligations, the First Lien Secured Parties, (b) after such payment in full in
cash of the First Lien Secured Obligations and until payment in full in cash of the Second Lien
Secured Obligations then outstanding, the Second Lien Secured Parties, (c) after such payment in
full in cash of the First Lien Secured Obligations and the Second Lien Secured Obligations and
until payment in full in cash of the Third Lien Secured Obligations then outstanding, the Third
Lien Secured Parties and (d) after such payment in full in cash of the First Lien Secured
Obligations, the Second Lien Secured Obligations and the Third Lien Secured Obligations then
outstanding, the Fourth Lien Secured Party.



     “Senior Security Trustee” means (a) from the date hereof until payment in full in cash of the
First Lien Secured Obligations, the First Lien Security Trustee, (b) after such payment in full in
cash of the First Lien Secured Obligations and until payment in full in cash of the Second Lien
Secured Obligations then outstanding, the Second Lien Security Trustee, (c) after such payment in
full in cash of the First Lien Secured Obligations and the Second Lien Secured Obligations and
until payment in full in cash of the Third Lien Secured Obligations then outstanding, the Third
Lien Security Trustee and (d) after such payment in full in cash of the First Lien Secured
Obligations, the Second Lien Secured Obligations and the Third Lien Secured Obligations then
outstanding, the Fourth Lien Security Trustee.



     “Subordinated Secured Parties” means (a) from the date hereof until payment in full in cash of
the First Lien Secured Obligations, collectively, the Second Lien Secured Parties, the Third Lien
Secured Parties and the Fourth Lien Secured Party, (b) after such payment in full in cash of the
First Lien Secured Obligations and until payment in full in cash of the Second Lien Secured
Obligations then outstanding, collectively, the Third Lien Secured Parties and the Fourth Lien
Secured Party and (c) after such payment in full in cash of the First Lien Secured Obligations and
the Second Lien Secured Obligations and until payment in full in cash of the Third Lien Secured
Obligations then outstanding, the Fourth Lien Secured Party.



     “Subordinated Security Trustees” means (a) from the date hereof until payment in full in cash
of the First Lien Secured Obligations, collectively, the Second Lien Security Trustee, the Third
Lien Security Trustee and the Fourth Lien Security Trustee, (b) after such payment in



11









 




full in cash of the First Lien Secured Obligations and until payment in full in cash of the
Second Lien Secured Obligations then outstanding, collectively, the Third Lien Security Trustee and
the Fourth Lien Security Trustee and (c) after such payment in full in cash of the First Lien
Secured Obligations and the Second Lien Secured Obligations and until payment in full in cash of
the Third Lien Secured Obligations then outstanding, the Fourth Lien Security Trustee.




     “Third Lien FAA Aircraft Mortgage” means an FAA Mortgage and Security Agreement substantially
in the form attached as Exhibit C-3.



     “Third Lien FAA Aircraft Mortgage and Lease Assignment” means an FAA Mortgage and Security
Agreement substantially in the form attached as Exhibit D-3.



     “Third Lien FAA Lease Security Assignment” means the Lease Security Assignment in
substantially the form attached as Exhibit E-3 hereto.



     “Third Lien Guarantee Agreement” has the meaning specified in the preliminary statements to
this Agreement.



     “Third Lien Secured Obligations” means the “Guaranteed Obligations” as defined in the Third
Lien Guarantee Agreement.



     “Third Lien Secured Party” means any of or, in the plural form, all of the Third Lien Security
Trustee and the FRBNY.



     “Third Lien Security Trustee” means the Person appointed, at the time of determination, as the
Third Lien Security Trustee under this Agreement. The initial Third Lien Security Trustee is Wells
Fargo.



     “Third Party Event” has the meaning specified in Section 2.18(c).



     “Transaction Documents” means, collectively, the Loan Documents and the “Loan Documents” as
defined in the Amended and Restated Credit Agreement.



     “UCC” means the Uniform Commercial Code as in effect on the date of determination in the State
of New York; provided that if by reason of mandatory provisions of law, the perfection or
the effect of perfection or non-perfection of the security interest in any Collateral is governed
by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the
Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of
this Agreement relating to such perfection or effect of perfection or non-perfection.



     “Uncertificated Security” means an uncertificated security (as defined in Section 8-102(a)(18)
of the UCC) other than a Government Security.



     “Wells Fargo” has the meaning specified in the recital of parties to this Agreement.



12









 





     (b) Terms Defined in the Cape Town Convention. The following terms shall have the
respective meanings ascribed thereto in the Cape Town Convention: “Administrator”, “Contracting
State”, “Contract of Sale”, “International Interest”, “Professional User Entity”, “Prospective
International Interest”, “situated in” and “Transacting User Entity”.



     (c) Terms Defined in the Credit Agreement. For all purposes of this Agreement, all
capitalized terms used but not defined in this Agreement shall have the respective meanings
assigned to such terms in the Credit Agreement.


     Section 1.02 Construction and Usage. Unless the context otherwise requires:




     (a) A term has the meaning assigned to it and an accounting term not otherwise defined has
the meaning assigned to it in accordance with U.S. GAAP.



     (b) The terms “herein”, “hereof” and other words of similar import refer to this Agreement as
a whole and not to any particular Article, Section or other subdivision.



     (c) Unless otherwise indicated in context, all references to Articles, Sections, Schedules or
Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Agreement.



     (d) Words of the masculine, feminine or neuter gender shall mean and include the correlative
words of other genders, and words in the singular shall include the plural, and vice versa.



     (e) The terms “include”, “including” and similar terms shall be construed as if followed by
the phrase “without limitation”.



     (f) References in this Agreement to an agreement or other document (including this Agreement)
include references to such agreement or document as amended, replaced or otherwise modified
(without, however, limiting the effect of the provisions of this Agreement with regard to any such
amendment, replacement or modification), and the provisions of this Agreement apply to successive
events and transactions. References to any Person shall include such Person’s successors in
interest and permitted assigns.



     (g) References in this Agreement to any statute or other legislative provision shall include
any statutory or legislative modification or re-enactment thereof, or any substitution therefor,
and references to any governmental Person shall include reference to any governmental Person
succeeding to the relevant functions of such Person.



     (h) References in this Agreement to the Loan include the conditions applicable to the Loan
and any reference to any amount of money due or payable by reference to the First Lien Guarantee
Agreement, the Loan, the Third Lien Guarantee Agreement or the Advances shall include any sum
covenanted to be paid by any Grantor under this Agreement in respect thereof.



13









 





     (i) References in this Agreement to any action, remedy or method of judicial proceeding for
the enforcement of the rights of creditors or of security shall be deemed to include, in respect of
any jurisdiction other than the State of New York, references to such action, remedy or method of
judicial proceeding for the enforcement of the rights of creditors or of security available or
appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of
judicial proceeding described or referred to in this Agreement.



     (j) Where any payment is to be made, funds applied or any calculation is to be made hereunder
on a day which is not a Business Day, unless any Transaction Document otherwise provides, such
payment shall be made, funds applied and calculation made on the next succeeding Business Day, and
payments shall be adjusted accordingly; provided, however, that no additional
interest shall be due in respect of such delay.



ARTICLE II

SECURITY




     Section 2.01 Grant of Security.



     (A) Grant of Security Interest — First Lien. To secure the First Lien Secured Obligations,
each Grantor hereby assigns and pledges to the First Lien Security Trustee, for its benefit and the
benefit of the other First Lien Secured Parties, and hereby grants to the First Lien Security
Trustee for its benefit and the benefit of the other First Lien Secured Parties a first priority
security interest in, all of such Grantor’s right, title and interest in and to the following
(collectively, the “Collateral”):



     (a) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
(i) each Pool Aircraft, including the Airframe and Engines as the same is now and will hereafter be
constituted, and in the case of such Engines, whether or not any such Engine shall be installed in
or attached to the Airframe or any other airframe, together with (ii) all Parts of whatever nature,
which are from time to time included within the definitions of “Airframe” or “Engines”, including
all substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions, improvements, accessions and
accumulations which constitute appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents
and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial
loss or destruction of such Airframe or its Engine or its total or partial confiscation,
condemnation or requisition;



     (b) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
all Leases to which such Grantor is or may from time to time be party with respect to the Pool
Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all
Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned
Leases”), including, without limitation, (i) all rights of such Grantor to receive moneys due
and to become due under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to
receive proceeds of any insurance, indemnity, warranty or guaranty with respect to such Assigned
Leases, (iii) claims of such Grantor for damages arising out of or for breach or default under such
Assigned Leases, (iv) all rights under any such Assigned Lease with respect



14









 




to any subleases of the Pool Aircraft subject to such Assigned Lease and (v) the right of such
Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise
all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or
at law or in equity (the “Lease Collateral”);




     (c) with respect to each Grantor, all of the following (the “Security
Collateral”):



     (i) the Pledged Stock and the certificates representing such Pledged Stock, and all
dividends, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Stock;



     (ii) all additional shares of the capital stock of any other Grantor other than ILFC or an
Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the
capital stock of any other Grantor that may be formed from time to time, and all certificates, if
any, representing such additional shares of the capital stock and all dividends, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all such additional shares; and



     (d) with respect to each Grantor, all of the following (the “Beneficial Interest
Collateral”):



     (i) the Pledged Beneficial Interest, all certificates, if any, from time to time representing
all of such Grantor’s right, title and interest in the Pledged Beneficial Interest, any contracts
and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and
all distributions, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged Beneficial
Interest; and



     (ii) all of such Grantor’s right, title and interest in all additional beneficial interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the beneficial interests in any other Grantor that may be formed
from time to time, and all certificates, if any, from time to time representing such additional
beneficial interests and all distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all such
additional beneficial interests;



     (e) with respect to each Grantor, all of the following (the “Membership Interest
Collateral”):



     (i) the Pledged Membership Interests, all certificates, if any, from time to time
representing all of such Grantor’s right, title and interest in the Pledged Membership Interests,
any contracts and instruments pursuant to which any such Pledged Membership Interests are created
or issued and all distributions, cash, instruments and other property from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged
Membership Interests; and



15









 





     (ii) all of such Grantor’s right, title and interest in all additional membership interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the membership interests in any other Grantor that may be formed
from time to time, and all certificates, if any, from time to time representing such additional
membership interests and all distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all such
additional membership interests;



     (f) (i) with respect to each Grantor, all right of such Grantor in and to each Blocked
Account and all funds or other property at any time or from time to time credited to any Blocked
Account and (ii) with respect to each Grantor other than ILFC or an Initial Intermediate Lessee
(provided, however, that such Initial Intermediate Lessee shall comply with Section 2.11(a) of the
Credit Agreement), all right of such Grantor in and to each account at any time or from time to
time established in its name and, in the case of clause (i) and (ii) above, all cash, investment
property, investments, securities, instruments or other property (including all “financial assets”
within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time credited to
any such account (collectively, the “Account Collateral”);



     (g) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such
Grantor other than ILFC or any Initial Intermediate Lessee (the “Investment Collateral”)
including written notification of all interest, dividends, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in exchange for any or all
of the then existing Investment Collateral, but excluding any loans or advances made, or dividends
or other amounts paid, by any Grantor to any other Grantor;



     (h) with respect to each Grantor, all of the following (the “Assigned Agreement
Collateral”):



     (i) all of such Grantor’s right, title and interest in and to all security assignments, cash
deposit agreements and other security agreements executed in its favor by any other Grantor, other
than between ILFC and any Initial Intermediate Lessee, in each case as such agreements may be
amended or otherwise modified from time to time (collectively, the “Assigned Agreements”);
and



     (ii) all of such Grantor’s right, title and interest in and to all deposit accounts, all
funds or other property held in such deposit accounts, all certificates and instruments, if any,
from time to time representing or evidencing such deposit accounts and all other property of
whatever nature, in each case pledged, assigned or transferred to it or mortgaged or charged in its
favor pursuant to any Assigned Agreement;



     (i) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
the Acquisition Agreements (the “Aircraft Purchase Collateral”);



     (j) with respect to each Grantor, all of such Grantor’s right, title and interest in and to
the personal property identified in a Grantor Supplement or a Collateral Supplement executed and
delivered by such Grantor to any Security Trustee; and



16









 





     (k) all proceeds of any and all of the foregoing Collateral (including proceeds
that constitute property of the types described in subsections (a), (b), (c), (d), (e), (f), (g),
(h), (i) and (j) of this Section 2.01);


provided that the Collateral shall not include any Excluded Property.




     (B) Grant of Security Interest – Second Lien. To secure the Second Lien Secured Obligations, each
Grantor hereby assigns and pledges to the Second Lien Security Trustee, for its benefit and the
benefit of the other Second Lien Secured Parties, and hereby grants to the Second Lien Security
Trustee for its benefit and the benefit of the other Second Lien Secured Parties, a subordinated
security interest in (subject and subordinate in all respects to the Lien of the First Lien Secured
Parties), all of such Grantor’s right, title and interest in and to the Collateral.



     (C) Grant of Security Interest — Third Lien. To secure the Third Lien Secured Obligations, each
Grantor hereby assigns and pledges to the Third Lien Security Trustee, for its benefit and the
benefit of the other Third Lien Secured Parties, and hereby grants to the Third Lien Security
Trustee for its benefit and the benefit of the other Third Lien Secured Parties, a subordinated
security interest in (subject and subordinate in all respects to the Lien of the First Lien Secured
Parties and the Lien of the Second Lien Secured Parties), all of such Grantor’s right, title and
interest in and to the Collateral.



     (D) Grant of Security Interest — Fourth Lien. To secure the Fourth Lien Secured Obligations, each
Grantor hereby assigns and pledges to the Fourth Lien Security Trustee, for its benefit and the
benefit of the other Fourth Lien Secured Parties, and hereby grants to the Fourth Lien Security
Trustee for its benefit and the benefit of the other Fourth Lien Secured Parties, a subordinated
security interest in (subject and subordinate in all respects to the Lien of the First Lien Secured
Parties, the Lien of the Second Lien Secured Parties and the Lien of the Third Lien Secured
Parties), all of such Grantor’s right, title and interest in and to the Collateral.



     Section 2.02 Security for Obligations. This Agreement secures the payment and performance
of all Secured Obligations of the Grantors to each Secured Party (subject to the subordination
provisions of this Agreement) and shall be held by the Security Trustees in trust for the Secured
Parties. Without limiting the generality of the foregoing, this Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to any
Secured Party but for the fact that Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor.



     Section 2.03 Representations and Warranties of the Grantors. Each Grantor represents and
warrants as of the date of this Agreement, and as of each date on which such Grantor subjects a new
Pool Aircraft to this Mortgage solely with respect to such Pool Aircraft and such Grantor, as
follows:



17









 





     (a) The Grantors are the legal and beneficial owners of the Collateral, including each
applicable Pool Aircraft (except for Holdings, the Intermediate Lessees, and any other Grantor that
does not hold title to a Pool Aircraft but is the sole beneficial owner thereof under a trust,
conditional sale or similar arrangement). None of the Collateral has been pledged, assigned, sold
or otherwise encumbered other than pursuant to the terms of the Transaction Documents and except
for Permitted Liens, and no Collateral is described in (i) any UCC financing statements filed
against any Borrower Party other than UCC financing statements which have been terminated and the
UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage
registries, including the International Registry (which for the avoidance of doubt, shall not
include any Contract of Sale in favor of any Grantor), or filing records that may be applicable to
the Collateral in any other relevant jurisdiction, other than such filings or registrations that
have been terminated or that have been made in connection with Permitted Liens, the Mortgage or any
other security document in favor of any Security Trustee for the benefit of the Secured Parties,
or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.



     (b) This Agreement creates a valid and (upon the taking of the actions required hereby)
perfected security interest in favor of the Security Trustees in the Collateral (other than, as of
the Effective Date until (i) with respect to the Required Pool Aircraft and any Aircraft Assets
related thereto, the Required Perfection Date and (ii) with respect to the Supplemental Pool
Aircraft and any Aircraft Assets related thereto, the applicable date set forth in Section 5.02(a)
of the Credit Agreement) as security for the Secured Obligations, subject in priority to no other
Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and
protect such security interest have been (or in the case of future Collateral will be) duly taken
(except that only the Express Perfection Requirements shall be required to be satisfied),
enforceable against the applicable Borrower Parties and creditors of and purchasers from such
Borrower Parties.



     (c) No Grantor has any trade names except as set forth on Schedule III hereto.



     (d) No consent of any other Person and no authorization, approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body or other third party
(including, for the avoidance of doubt, the International Registry) is required under the laws of
the United States or Ireland either (i) for the grant by such Grantor of the assignment and
security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement
by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security
interest created hereby, except for (A) with respect to each Pool Aircraft whose country of
registration is the United States of America, the filing with the FAA, in due form, for recordation
where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49,
United States Code, “Transportation,” of any and all title, registration and financing
documentation necessary to accomplish the purposes of this Agreement, including, without
limitation, each of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft
Mortgages and Lease Assignments and/or each of the Relevant FAA Lease Security Assignments, as
applicable, with respect to such Pool Aircraft and/or the related Assigned Lease, (B) the Required
Cape Town Registrations, (C) the filing of financing and continuation statements under the UCC, (D)
the applicable Irish filings pursuant to Section 2.08(f) and (E)



18









 




such other filings as are required under relevant local law in the case of Grantors that are
not domiciled in the United States or a state thereof.




     (e) The chief place of business, organizational identification number (if applicable) and
chief executive or registered office of such Grantor and the office where such Grantor keeps
records of the Collateral are located at the address specified opposite the name of such Grantor on
the attached Schedule IV. If such Grantor is the lessor under a Cape Town Lease, it has the right
to assign the International Interest provided for in such Cape Town Lease and all associated rights
in respect of such Cape Town Lease that form part of the Collateral.



     (f) The Pledged Stock constitutes the percentage of the issued and outstanding shares of
capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Beneficial
Interest constitutes the percentage of the beneficial interest of the issuer thereof indicated on
Schedule II hereto. The Pledged Membership Interest constitutes the percentage of the membership
interest of the issuer thereof, as indicated on Schedule II hereto.



     (g) The Pledged Stock, the Pledged Beneficial Interest and the Pledged Membership Interests
have been duly authorized and validly issued and are fully paid up and nonassessable.



     (h) The Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest
constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. The terms
of any Pledged Membership Interest expressly provide that such
Pledged Membership Interest shall be governed by Article 8 of the Uniform Commercial Code
as in effect in the jurisdiction of the issuer of such Pledged Membership Interest. The Pledged
Stock, the Pledged Beneficial Interests and the Pledged Membership Interest have been
delivered to the Security Trustee. The Pledged Stock, the Pledged Beneficial Interests and the
Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an
effective indorsement, to the Security Trustee or in blank or (iii) have been registered in the
name of the Security Trustee. None of the Pledged Stock, the Pledged Beneficial Interests and
the Pledged Membership Interest that constitute or evidence the Collateral have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed to any person
other than the Security Trustee.



     (i) A true and complete copy of each Assigned Agreement in effect on the date hereof has been
delivered to each Security Trustee. Each Assigned Document upon its inclusion in the Collateral
will have been duly authorized, executed and delivered by the relevant Grantors, will be in full
force and effect and will be binding upon and enforceable against all parties thereto in accordance
with their terms


     Section 2.04 Grantors Remain Liable. Anything contained herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included
in the Collateral to the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by any
Security Trustee of any of its rights hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included in the Collateral and






19









 







(c) in each case, unless any Security Trustee or Secured Party, expressly in writing or by
operation of law, assumes or succeeds to the interests of any Grantor hereunder, no Secured Party
shall have any obligation or liability under the contracts and agreements included in the
Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of
the obligations or duties of any Grantor under the contracts and agreements included in the
Collateral or to take any action to collect or enforce any claim for payment assigned under this
Agreement.




     Section 2.05 Delivery of Collateral. All certificates or instruments representing or
evidencing any Collateral (other than Account Collateral), if deliverable, shall be delivered to
and held by or on behalf of the Senior Security Trustee in New York and shall be in suitable form
for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to evidence the security interests
granted thereby. The Senior Security Trustee shall have the right, upon the occurrence and during
the continuance of an Event of Default, to transfer to or to register in the name of the Senior
Security Trustee or any of its nominees any or all of the Pledged Stock, the Pledged Beneficial
Interest and the Pledged Membership Interests, subject only to the revocable rights specified in
Section 2.10(a). In addition, the Senior Security Trustee shall have the right at any time, upon
the occurrence and during the continuance of an Event of Default, to exchange certificates or
instruments representing or evidencing any Collateral (other than Account Collateral) for
certificates or instruments of smaller or larger denominations. To the extent that any Assigned
Lease constitutes “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC), the
Grantors shall, if it has an original of such Assigned Lease in its possession, cause the original
of such Assigned Lease (the “Chattel Paper Original”) to be delivered to the Senior
Security Trustee promptly (and in any case no later than ten days) after the execution and delivery
of such Assigned Lease by all its parties. Notwithstanding anything else to the contrary in any
Transaction Document, no Grantor shall be required to deliver to the Senior Security Trustee any
letter of credit issued pursuant to an Assigned Lease.



     Section 2.06 As to the Assigned Documents. (a) Upon the inclusion of any Assigned
Document (other than an Assigned Lease) in the Collateral, the relevant Grantor will deliver to
each Security Trustee a consent, in substantially the form of Exhibit B and executed by each party
to such Assigned Document (other than any Grantor) or (where the terms of such Assigned Document
expressly provide for a consent to its assignment for security purposes to substantially the same
effect as Exhibit B) will give due notice to each such other party to such Assigned Document of its
assignment pursuant to this Agreement. Upon the inclusion of any Assigned Lease in the Collateral,
promptly after its receipt thereof from the relevant Lessee party thereto, the relevant Grantor
will deliver to each Security Trustee (i) such consents, acknowledgments and/or notices as are
provided for in the related Lease Assignment Documents and; (ii) such consents, acknowledgments
and/or notices as are necessary or customary under the terms of such Assigned Lease and under the
applicable law of the jurisdiction governing such Assigned Lease and the jurisdiction in which the
relevant lessee is principally located or the applicable Pool Aircraft is registered in order to
effect and perfect the assignment of, and grant of a lien upon, such Assigned Lease pursuant to
this Agreement (including, with respect to each Assigned Lease which constitutes an International
Interest (A) where the applicable Lessee is situated for purposes of the Cape Town Convention in a
jurisdiction that is a Contracting State or



20









 




(B) the related Aircraft Object is registered in a Contracting State, registration of such
International Interest and the assignment thereof at the International Registry) and/or to assure
the payment of all amounts under such Assigned Lease to the appropriate Blocked Account in
accordance with the terms of the Credit Agreement. Upon the written request of any Grantor, each
Security Trustee (solely in its capacity as such) will execute such undertakings of quiet enjoyment
in favor of the Lessee under any Assigned Lease as are provided for in the Lease Assignment
Documents or as are substantially to the same effect as the undertakings of quiet enjoyment
provided for in such Assigned Lease.




     (b) Upon (i) the inclusion of any Assigned Document in the Collateral or (ii) the amendment
or replacement of any Assigned Document or the entering into of any new Assigned Document, the
relevant Grantor will deliver a copy thereof to each Security Trustee and will take such other
action as may be necessary to perfect the lien of this Agreement as to such Assigned Document or as
reasonably requested by the Security Trustee (provided that only the Express Perfection
Requirements shall be required to be satisfied).



     (c) Each Grantor shall, at its expense:



     (i) use reasonable commercial efforts, in accordance with Leasing Company Practice to
(A) perform and observe all the terms and provisions of the Assigned Documents to be performed or
observed by it, (B) enforce the Assigned Documents in accordance with their terms and (C) after an
Event of Default has occurred and is continuing take all such action to such end as may be from
time to time reasonably requested by any Security Trustee; and



     (ii) furnish to each Security Trustee promptly upon receipt copies of each amendment,
supplement or waiver to a Lease received by such Grantor under or pursuant to the Assigned
Documents, and from time to time, subject to the provisions of the applicable Assigned Document,
relating to the Lessee’s obligation to furnish such information and subject to any confidentiality
provisions therein, (A) furnish to each Security Trustee such information and reports regarding the
Collateral as such Security Trustee may reasonably request and (B) upon reasonable request of any
Security Trustee make to each other party to any Assigned Document such demands and requests for
information and reports or for action as such Grantor is entitled to make thereunder.



     (d) So long as no Event of Default shall have occurred and be continuing, and notwithstanding
any provision to the contrary in this Agreement, each Grantor shall be entitled, to the exclusion
of the Security Trustees but subject always to the terms of the Transaction Documents (x) to
exercise and receive, directly or indirectly through one or more agents, any of the claims, rights,
powers, privileges, remedies and other benefits under, pursuant to, with respect to or arising out
of the Assigned Documents and (y) to take any action or to not take any action, directly or
indirectly through one or more agents, related to the Assigned Documents and the lessees or
counterparties thereunder, including entering into, amending, supplementing, terminating,
performing, enforcing, compelling performance of, exercising all remedies (whether arising under
any Assigned Document or by statute or at law or in equity or otherwise) under, exercising rights,
elections or options or taking any other action under or in respect of, granting or withholding
notices, waivers, approvals and consents in respect of, receiving all payments



21









 




under, dealing with any credit support or collateral security in respect of, or taking any
other action in respect of, the Assigned Documents and contacting or otherwise having any dealings
with any lessee or counterparty thereunder; provided, however, (i) whether or not
an Event of Default has occurred, all amounts payable under each Assigned Document (including all
Collections under each Assigned Lease) shall be paid directly to the appropriate Blocked Account in
accordance with the terms of the Credit Agreement, (ii) so long as any Assigned Lease remains in
effect, no Grantor will abrogate any right, power or privilege granted expressly in favor of any
Security Trustee or any Secured Party under any Lease Assignment Document and (ii) during the
continuance of an Event of Default, all such rights of each Grantor shall cease, and all such
rights shall become vested in the Senior Security Trustee, which shall thereupon have the sole
right to exercise or refrain from exercising such rights.




     Section 2.07 As to Security Collateral, Beneficial Interest Collateral, Membership Interest
Collateral and Investment Collateral. (a) All Security Collateral, Beneficial Interest
Collateral, Membership Interest Collateral and Investment Collateral (the “Relevant
Collateral”) shall be delivered to the Senior Security Trustee as follows:



     (i) in the case of each Certificated Security or Instrument, by (A) causing the delivery of
such Certificated Security or Instrument to the Senior Security Trustee in the State of New York,
registered in the name of the Senior Security Trustee or duly endorsed by an appropriate person to
the Senior Security Trustee or in blank and, in each case, held by the Senior Security Trustee in
the State of New York, or (B) if such Certificated Security or Instrument is registered in the name
of any Securities Intermediary on the books of the issuer thereof or on the books of any Securities
Intermediary, by causing such Securities Intermediary to continuously credit by book entry such
Certificated Security or Instrument to a Securities Account maintained by such Securities
Intermediary in the name of the Senior Security Trustee and confirming in writing to the Senior
Security Trustee that it has been so credited;



     (ii) in the case of each Uncertificated Security, by (A) causing such Uncertificated Security
to be continuously registered on the books of the issuer thereof in the name of the Senior Security
Trustee or (B) if such Uncertificated Security is registered in the name of a Securities
Intermediary on the books of the issuer thereof or on the books of any securities intermediary of a
Securities Intermediary, by causing such Securities Intermediary to continuously credit by book
entry such Uncertificated Security to a Securities Account maintained by such Securities
Intermediary in the name of the Senior Security Trustee and confirming in writing to the Senior
Security Trustee that it has been so credited; and



     (iii) in the case of each Government Security registered in the name of any Securities
Intermediary on the books of the FRBNY or on the books of any securities intermediary of such
Securities Intermediary, by causing such Securities Intermediary to continuously credit by book
entry such security to the Securities Account maintained by such Securities Intermediary in the
name of the Senior Security Trustee and confirming in writing to the Senior Security Trustee that
it has been so credited.



     (b) Each Grantor and each Security Trustee hereby represents, with respect to the Relevant
Collateral, that it has not entered into, and hereby agrees that it will not enter into, any



22









 




agreement (i) with any of the other parties hereto or any Securities Intermediary specifying
any jurisdiction other than the State of New York as any Securities Intermediary’s jurisdiction in
connection with any Securities Account with any Securities Intermediary referred to in Section
2.07(a) for purposes of 31 C.F.R. Section 357.11(b), Section 8-110(e) of the UCC or any similar
state or Federal law, or (ii) with any other person relating to such account pursuant to which it
has agreed that any Securities Intermediary may comply with entitlement orders made by such person.
The Senior Security Trustee represents that it will, by express agreement with each Securities
Intermediary, provide for each item of property constituting Relevant Collateral held in and
credited to the Securities Account, including cash, to be treated as a “financial asset” within the
meaning of Section 8-102(a)(9)(iii) of the UCC for the purposes of Article 8 of the UCC.




     (c) Without limiting the foregoing, each Grantor and the Senior Security Trustee agree, and
the Senior Security Trustee shall cause each Securities Intermediary, to take such different or
additional action as may be required in order to maintain the perfection and priority of the
security interest of each Security Trustee in the Relevant Collateral in the event of any change in
applicable law or regulation, including Articles 8 and 9 of the UCC and regulations of the U.S.
Department of the Treasury governing transfers of interests in Government Securities.



     Section 2.08 Further Assurances. (a) Each Grantor agrees that from time to time, at the
expense of such Grantor, such Grantor shall promptly execute and deliver all further instruments
and documents, and take all further action (including under the laws of any foreign jurisdiction),
that may be necessary, or that any Security Trustee may reasonably request, in order to perfect and
protect any pledge, assignment or security interest granted or purported to be granted hereby or to
enable any Security Trustee to exercise and enforce its rights and remedies hereunder with respect
to any Collateral (except that only the Express Perfection Requirements shall be required to be
satisfied). Without limiting the generality of the foregoing, each Grantor shall: (i) mark
conspicuously its applicable records pertaining to the Collateral with a legend, indicating that
such Collateral is subject to the security interest granted hereby; (ii) if any Collateral shall be
evidenced by an instrument or “tangible chattel paper” (as defined in Section 9-102(a)(78) of the
UCC) (other than a promissory note, unless an Event of Default shall have occurred and be
continuing), deliver and pledge to the Senior Security Trustee hereunder such note or instrument or
tangible chattel paper duly indorsed and accompanied by duly executed instruments of transfer or
assignment in blank; (iii) execute and file such financing or continuation statements, or
amendments thereto, and such other instruments or notices, that may be necessary, or as any
Security Trustee may reasonably request, in order to perfect and preserve the pledge, assignment
and security interest granted or purported to be granted hereby and (iv) execute, file, record, or
register such additional documents and supplements to this Agreement, including any further
assignments, security agreements, pledges, grants and transfers, as may be required under the laws
of any foreign jurisdiction or as any Security Trustee may reasonably request, to create, attach,
perfect, validate, render enforceable, protect or establish the priority of the security interest
and lien of this Agreement (except that only the Express Perfection Requirements shall be required
to be satisfied).



     (b) Each Grantor hereby authorizes each Security Trustee to file one or more financing or
continuation statements, and amendments thereto, relating to all or any part of the



23









 




Collateral without the signature of such Grantor where permitted by law. A photocopy or other
reproduction of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.




     (c) Each Grantor shall furnish or cause to be furnished to each Security Trustee from time to
time statements and schedules further identifying and describing the Collateral and such other
reports in connection with the Collateral as any Security Trustee may reasonably request, all in
reasonable detail.



     (d) Each Grantor shall, immediately upon the organization or acquisition by such Grantor of
any Person (in the case of ILFC or any Initial Intermediate Lessee only, provided that such
Person Owns or leases a Pool Aircraft), cause such Person to enter into a Grantor Supplement.



     (e) Each Grantor shall ensure that at all times an individual shall be appointed as
administrator with respect to such Grantor for purposes of the International Registry and shall
(with respect to the Required Pool Aircraft and the Supplemental Pool Aircraft, by the dates set
forth in Section 5.02(a) of the Credit Agreement) register or cause to be registered (or if any
Security Trustee is making such registration, without relieving each Grantor of such obligation,
consent to such registration) with the International Registry (collectively, the “Required Cape
Town Registrations”): (i) the International Interest provided for hereunder with respect to
each Aircraft Object in respect of Pool Aircraft where the relevant Grantor is situated in a
Contracting State or if such Aircraft Object is registered in a Contracting State; (ii) the
International Interest provided for in any Cape Town Lease to which such Grantor is a lessor or
lessee; (iii) the assignment to each Security Trustee of each International Interest described in
clause (ii) and assigned to each Security Trustee hereunder; and (iv) the Contract of Sale with
respect to any Pool Aircraft by which title to such Pool Aircraft is conveyed by or to such
Grantor, but only if the seller under such Contract of Sale is situated in a Contracting State or
if such Aircraft Object is registered in a Contracting State and if such seller agrees to such
registration. To the extent that (A) any Security Trustee’s consent is required for any such
registration, or (B) any Security Trustee is required to initiate any such registration, the
relevant Security Trustee shall ensure that such consent or such initiation of such registration is
effected, and no Grantor shall be in breach of this Section should the relevant Security Trustee
fail to do so in a proper fashion (it being understood and agreed that in no event shall any
Security Trustee be liable for any failure to so register as a result of such Grantor’s failure to
provide any necessary information required for such registration in a timely manner or if such
information is inaccurate or incomplete). It is understood and agreed that International Interests
provided for hereunder shall be registered in the name of each Security Trustee in the order of
priority provided for in clauses (a) through (d) of Section 3.02. The parties hereto agree that
for the purposes of the definition of Prospective International Interest in the Cape Town
Convention, the making of the Loan by the Lender shall constitute the stated event upon which the
Borrower has created or provided for an International Interest in the Aircraft Objects and Assigned
Leases.



     (f) With respect to each Pool Aircraft that is registered in the United States of America,
each Grantor shall, so long as such Pool Aircraft is so registered, and (i) in the case of a Pool
Aircraft that is not subject to an Assigned Lease, register and record with the FAA the



24









 




Relevant FAA Aircraft Mortgages with respect to such Pool Aircraft and (ii) in the case of a Pool
Aircraft that is subject to an Assigned Lease, register and record with the FAA the Relevant FAA
Aircraft Mortgages and Lease Assignments with respect to such Pool Aircraft. Each Grantor shall,
if at any time after the filing with the FAA of a Relevant FAA Aircraft Mortgage with respect to a
Pool Aircraft such Pool Aircraft becomes subject to an Assigned Lease, register and record with the
FAA the Relevant FAA Lease Security Assignments with respect to such Aircraft. With respect to
each Grantor incorporated under the laws of Ireland, such Grantor shall (i) cause each Security
Document executed by it and any related Charge Over Shares or, in each case, its relevant
particulars to be filed in the Irish Companies Registration Office and, where applicable, the Irish
Revenue Commissioners within 21 days of execution thereof and (ii) in respect of each Pool Aircraft
owned by such Grantor, execute an Irish Mortgage in respect of such Pool Aircraft and make all
applicable Irish Cape Town Registrations.




     Section 2.09 Place of Perfection; Records. Each Grantor shall keep its chief place of
business and chief executive office and the office where it keeps its records concerning the
Collateral at the location therefor specified in Schedule IV or, upon 30 days’ prior written notice
to each Security Trustee, at such other locations in a jurisdiction where all actions required by
Section 2.03(e) shall have been taken with respect to the Collateral. Subject to applicable
confidentiality restrictions, each Grantor shall hold and preserve such records and shall permit
representatives of any Security Trustee upon reasonable prior notice at any time during normal
business hours reasonably to inspect and make abstracts from such records, all at the sole cost and
expense of such Grantor.



     Section 2.10 Voting Rights; Dividends; Etc. (a) So long as no Event of Default shall have
occurred and be continuing:



     (i) Each Grantor shall be entitled to exercise any and all voting and other consensual rights
pertaining to all or any part of the Security Collateral, Beneficial Interest Collateral and
Membership Interest Collateral pledged by such Grantor for any purpose not inconsistent with the
terms of this Agreement, the charter documents of such Grantor or the Transaction Documents;
provided that such Grantor shall not exercise or shall refrain from exercising any such
right if such action would constitute a breach of its obligations under the Transaction Documents;
and



     (ii) Each Security Trustee shall execute and deliver (or cause to be executed and delivered)
to such Grantor all such proxies and other instruments as such Grantor may reasonably request in
writing and provide for the purpose of enabling such Grantor to exercise the voting and other
rights that it is entitled to exercise pursuant to Section 2.10(a)(i).



     (b) After an Event of Default shall have occurred and be continuing, any and all
distributions, dividends and interest paid in respect of the Security Collateral, the Beneficial
Interest Collateral and the Membership Interest Collateral pledged by such Grantor, including any
and all (i) distributions, dividends and interest paid or payable other than in cash in respect of,
and instruments and other property received, receivable or otherwise distributed in respect of, or
in exchange for, such Security Collateral, Beneficial Interest Collateral or Membership Interest
Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in



25









 




respect of such Security Collateral, Beneficial Interest Collateral or Membership Interest
Collateral in connection with a partial or total liquidation or dissolution or in connection with a
reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise
distributed in respect of principal of, or in redemption of, or in exchange for, such Security
Collateral, Beneficial Interest Collateral or Membership Interest Collateral shall be forthwith
delivered to the Senior Security Trustee and, if received by such Grantor, shall be received in
trust for the benefit of the Senior Security Trustee, be segregated from the other property or
funds of such Grantor and be forthwith delivered to the Senior Security Trustee in the same form as
so received (with any necessary endorsement).




     (c) During the continuance of an Event of Default, all rights of each Grantor to exercise or
refrain from exercising the voting and other consensual rights that it would otherwise be entitled
to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall
thereupon become vested in the Senior Security Trustee, which shall thereupon have the sole right
to exercise or refrain from exercising such voting and other consensual rights.


     Section 2.11 Transfers and Other Liens; Additional Shares or Interests. (a) No Grantor
shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of the Collateral or (ii) create or suffer to exist any Lien upon or
with respect to any of the Collateral of such Grantor, in the case of clause (i) or (ii) other than
the pledge, assignment and security interest created by this Agreement and as otherwise provided or
permitted herein or in any other Transaction Document.




     (b) Except as otherwise provided pursuant to the Transaction Documents, the Grantors (other
than ILFC and the Initial Intermediate Lessees) shall not issue, deliver or sell any shares,
interests, participations or other equivalents except those pledged hereunder. Any beneficial
interest or capital stock or other securities or interests issued in respect of or in substitution
for the Pledged Stock, the Pledged Beneficial Interest or the Pledged Membership Interests shall be
issued or delivered (with any necessary endorsement) to the Senior Security Trustee.



     Section 2.12 Security Trustees Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints, as security for the Secured Obligations, each Security Trustee as such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of
such Grantor or otherwise, from time to time in such Security Trustee’s discretion during the
occurrence and continuance of an Event of Default, to take any action and to execute any instrument
that such Security Trustee may deem necessary or advisable to accomplish the purposes of this
Agreement, including:



     (a) to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral;



     (b) to receive, indorse and collect any drafts or other instruments and documents in
connection included in the Collateral;



26









 





     (c) to file any claims or take any action or institute any proceedings that such Security
Trustee may deem necessary for the collection of any of the Collateral or otherwise to enforce the
rights of such Security Trustee with respect to any of the Collateral; and



     (d) to execute and file any financing or continuation statements, or amendments thereto, and
such other instruments or notices, as may be necessary, in order to perfect (except in the case of
the Security Collateral provided pursuant to Section 2.01(c)) and preserve the pledge, assignment
and security interest granted hereby;


provided that such Security Trustee’s exercise of any such power shall be subject to
Section 2.06(d).




     Section 2.13 Security Trustees May Perform. If any Grantor fails to perform any agreement
contained in this Agreement, any Security Trustee may (but shall not be obligated to) after such
prior notice as may be reasonable under the circumstances, itself perform, or cause performance of,
such agreement, and the expenses of such Security Trustee incurred in connection with doing so
shall be payable by the Grantors.



     Section 2.14 Covenant to Pay. Each Grantor covenants with each Security Trustee (for the
benefit of the Security Trustees and the Secured Parties) that it will pay or discharge any monies
and liabilities whatsoever that are now, or at any time hereafter may be, due, owing or payable by
such Grantor in any currency, actually or contingently, solely and/or jointly, and/or severally
with another or others, as principal or surety on any account whatsoever pursuant to the
Transaction Documents in accordance with their terms. Each Grantor agrees that no payment or
distribution by such Grantor pursuant to the preceding sentence shall entitle such Grantor to
exercise any rights of subrogation in respect thereof until the related Secured Obligations shall
have been paid in full. All such payments shall be made in accordance with Section 3.02.



     Section 2.15 Delivery of Collateral Supplements. Upon the acquisition by any Grantor of
any Pool Aircraft or Relevant Collateral, each relevant Grantor shall concurrently execute and
deliver to each Security Trustee a Collateral Supplement duly completed with respect to such
Collateral and shall take such steps with respect to the perfection of such Collateral as are
called for by this Agreement for Collateral of the same type; provided that the foregoing
shall not be construed to impair or otherwise derogate from any restriction on any such action in
any Transaction Document; and provided further that the failure of any Grantor to
deliver any Collateral Supplement as to any such Collateral shall not impair the lien of this
Agreement as to such Collateral.



     Section 2.16 Covenant Regarding Control. No Grantor shall cause nor permit any Person
other than the Senior Security Trustee to have “control” (as defined in Section 9-104 of the UCC)
of any Blocked Account pursuant to the terms of the Credit Agreement. No Grantor (other than ILFC)
shall cause or permit any Person other than the Senior Security Trustee to have “control” (as
defined in Section 8-106, 9-104, 9-105, 9-106, or 9-107 of the UCC) of any “deposit account,”
“electronic chattel paper,” “investment property,” “securities account”,



27









 




“supporting obligations” or “letter of credit right” (as such terms are defined in Article 8 or 9
of the UCC) in which it has an interest.




     Section 2.17 Covenant Regarding Blocked Accounts. ILFC and any other Grantor in whose name
a Blocked Account is held shall enter into a Deposit Account Control Agreement or a pledge
agreement otherwise acceptable to the parties thereto, providing that “control” (as defined in
Section 9-104 of the UCC) of such Blocked Account is retained with the Security Trustees;
provided, however, that the Security Trustees shall not exercise such “control” (as
defined in Section 9-104 of the UCC), block withdrawals from or give instructions on the Blocked
Accounts unless an Event of Default has occurred and is continuing.



     Section 2.18 Operational Covenants.



     (a) Maintenance of Properties. Each Grantor shall, with respect to each Pool Aircraft Owned
by such Grantor that is not subject to a Lease, maintain such Pool Aircraft in a state of repair
and condition consistent with Leasing Company Practice with respect to similar aircraft.



     (b) Replacement of Parts; Alterations, Modifications and Additions; Substitutions of Engines.
Each Grantor shall, with respect to each Pool Aircraft that is not subject to an Eligible Lease,
cause (i) any Parts to be replaced and (ii) any alterations, modifications or additions to any such
Airframe or Engine to be performed, in each case, in a manner consistent with Leasing Company
Practice with respect to similar aircraft. Each Grantor shall, with respect to each Pool Aircraft
that is not subject to a Lease, not cause any Engines to be substituted in a manner inconsistent
with Leasing Company Practice.



     (c) Operation and Use. Each Grantor agrees that no Pool Aircraft will be maintained, used or
operated in violation of any law, rule or regulation (including airworthiness directives) of any
government or Governmental Authority having jurisdiction over such Pool Aircraft or in violation of
any airworthiness certificate, license or registration relating to such Pool Aircraft issued by any
such government, except for minor violations, and except to the extent any Grantor (or, if a Lease
is then in effect with respect to such Pool Aircraft, any Lessee of such Pool Aircraft) is
contesting in good faith the validity or application of any such law, rule or regulation in any
manner that does not involve any material risk of sale, forfeiture or loss of such Pool Aircraft or
any material risk of subjecting any Secured Party to criminal liability or materially impair the
Liens created by this Agreement; provided that the Grantors shall only be entitled to
contest mandatory grounding orders if they (or the applicable Lessee) do not operate such Pool
Aircraft during such contest. The Grantors will not operate any Pool Aircraft, or permit any Pool
Aircraft to be operated or located, (i) in any area excluded from coverage by any insurance
required by the terms of Section 2.19 and Schedule V of this Agreement or (ii) in any war zone or
recognized or threatened areas of hostilities unless covered by war risk insurance in accordance
with Section 2.19 and Schedule V of this Agreement, in either case unless indemnified by a
government authority as provided therein or unless located there due to an emergency or an event
outside the Lessee’s control, but only for so long as such emergency or event continues.



28









 





     Notwithstanding the foregoing, no breach of this Section 2.18(c) shall be deemed to have
occurred by virtue of any act or omission of a Lessee or sub-lessee, or of any Person claiming by
or through a Lessee or a sub-lessee, or of any Person which has possession of the Pool Aircraft or
any Engine for the purpose of repairs, maintenance, modification or storage, or by virtue of any
requisition, seizure, or confiscation of the Pool Aircraft (other than seizure or confiscation
arising from a breach by the Grantors of this Section 2.18(c)) (each, a “Third Party
Event”); provided that (i) neither ILFC nor any other Grantor consents or has consented
to such Third Party Event; and (ii) ILFC or the Grantor which is the lessor or owner of such Pool
Aircraft promptly and diligently takes such commercially reasonable actions in accordance with
Leasing Company Practice in respect of such Third Party Event, including, as deemed appropriate
(taking into account, inter alia, the laws of the jurisdictions in which the Pool Aircraft are
located), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event
or seeking to repossess the relevant Pool Aircraft or Engine.



     (d) Identification of Security Trustee’s Interest. The Grantors agree to affix as promptly
as practicable after the Effective Date and thereafter to maintain in the cockpit of each Pool
Aircraft, in a clearly visible location, and on each Engine, a nameplate bearing the inscription
“MORTGAGED TO WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, AS FIRST LIEN SECURITY TRUSTEE,
SECOND LIEN SECURITY TRUSTEE, THIRD LIEN SECURITY TRUSTEE AND FOURTH LIEN SECURITY TRUSTEE” (such
nameplate to be replaced, if necessary, with a nameplate reflecting the name of any successor
Security Trustee).



     (e) Registration. Each Grantor shall cause each Pool Aircraft to remain duly registered,
under the laws of a country or jurisdiction that is not a Prohibited Country or that is the country
in which such Pool Aircraft is registered as of the date hereof, in the name of the relevant
Grantor if so permitted under the applicable registry; provided that, unless such Grantor
provides the Security Trustee with local law mortgages and legal opinions concerning their filing
and effectiveness in form and substance reasonably acceptable to the Security Trustee, such Grantor
shall not register an Aircraft in a jurisdiction that is a party to the Geneva Convention unless
(i) such jurisdiction has Ratified the Cape Town Convention or (ii) such Grantor is organized under
the laws of Ireland and satisfies the provisions of Section 5.26(c) of the Credit Agreement. Each
Security Trustee agrees that it will cooperate with the relevant Grantor in changing the state of
registration of any Pool Aircraft, including the implementation of a trust to achieve FAA
registration, at the cost of the relevant Grantor and as the relevant Grantor may request,
provided that such request does not conflict with the relevant Grantor’s obligations under
the Transaction Documents.



     (f) Extension, Amendment or Replacement of Leases. Upon execution of any renewal, extension
or replacement Lease, the relevant Grantor shall comply with the provisions of Sections 2.06 and
2.08 of this Agreement, as applicable, and shall deliver the following:



     (i) to the Senior Security Trustee, the Chattel Paper Original, if any, of such renewal,
extension or replacement Lease;



     (ii) to each Security Trustee, AIG Funding and the FRBNY, a notice of assignment
substantially in the form attached hereto as Exhibit F-1 (a “Lessee Notice”) and an



29









 




acknowledgement from the Lessee substantially in the form attached hereto as Exhibit F-2 (a
“Lessee Acknowledgment”), or such forms of such notices as may be pre-agreed in the
relevant Lease, addressed to, or for the benefit of, each Security Trustee with respect to such
Lease;




     (iii) to each Security Trustee, AIG Funding and the FRBNY, certificates of insurance from
qualified brokers of aircraft insurance (or other evidence satisfactory to each Security Trustee,
AIG Funding and the FRBNY), evidencing all insurance required to be maintained by the applicable
Lessee, together with the endorsements required pursuant to Section 2.19 and Schedule V of this
Agreement;



     (iv) to each Security Trustee, AIG Funding and the FRBNY, promptly and in any case within 15
days of the effectiveness of the leasing of such Pool Aircraft, a copy of such Lease, and an
amended and restated Schedule 3.19(b) to the Credit Agreement incorporating all information
required under such schedule with respect to such renewal, extension or replacement Lease; and



     (v) to each Security Trustee, with respect to any renewal, extension or replacement Lease,
copies of such legal opinions with regard to compliance with the registration requirements of the
relevant jurisdiction, enforceability of such Lease and such other matters customary for such
transactions, in each case to the extent that receiving such legal opinions is consistent with
Leasing Company Practice.



     Section 2.19 Insurance. The relevant Grantor shall maintain, or procure that the relevant
Lessee maintains, hull and third party liability insurance policies, maintained with insurers or
reinsured with reinsurers of recognized responsibility or pursuant to governmental indemnities, in
respect of each Pool Aircraft in accordance with the terms of Schedule V hereto.



ARTICLE III

REMEDIES




     Section 3.01 Remedies. Notwithstanding anything herein or in any other Transaction
Document to the contrary, if any Event of Default shall have occurred and be continuing, and in
each case subject to the quiet enjoyment rights of the applicable Lessee of any Pool Aircraft:



     (a) The Senior Security Trustee may exercise in respect of the Collateral, in addition to
other rights and remedies provided for herein (including, for the avoidance of doubt, the rights
and remedies of the Senior Security Trustee provided for in Section 2.10(c)), all of the rights and
remedies of a secured party upon default under the UCC (whether or not the UCC applies to the
affected Collateral) and all of the rights and remedies under applicable law and also may (i)
require any Grantor to, and such Grantor hereby agrees that it shall at its expense and upon
request of the Senior Security Trustee forthwith, assemble all or any part of the Collateral as
directed by the Senior Security Trustee and make it available to the Senior Security Trustee at a
place to be designated by the Senior Security Trustee that is reasonably convenient to both parties
and (ii) without notice except as specified below, sell or cause the sale of the Collateral or any
part thereof in one or more parcels at public or private sale, at any of the Senior Security
Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such



30









 




other terms as the Senior Security Trustee may deem commercially reasonable. Each Grantor
agrees that, to the extent notice of sale shall be required by law, at least ten days’ prior notice
to such Grantor of the time and place of any public sale or the time after which any private sale
is to be made shall constitute reasonable notification. The Senior Security Trustee shall not be
obligated to make any sale of Collateral regardless of notice of sale having been given. The
Senior Security Trustee may adjourn any public or private sale from time to time by announcement at
the time and place fixed therefor, and such sale may, without further notice, be made at the time
and place to which it was so adjourned.




     (b) The Senior Security Trustee may, in addition to or in connection with any other remedies
available hereunder or under any other applicable law, exercise any and all remedies granted under
the Cape Town Convention as it shall determine in its sole discretion. In connection therewith,
the parties hereby agree to the extent permitted by the UCC that (i) Article 9(1) and Article 9(2)
of the Convention, wherein the parties may agree or the court may order that any Collateral shall
vest in any Security Trustee in or towards satisfaction of the applicable Secured Obligations,
shall not preclude any Security Trustee from obtaining title to any Collateral pursuant to any
other remedies available under applicable law (including but not limited to Article 9-620 of the
UCC); (ii) any surplus of cash or cash proceeds held by any Security Trustee and remaining after
payment in full of all the Secured Obligations owed to it shall be paid over to the other Security
Trustees in accordance with Section 3.02 hereof; and (iii) the Senior Security Trustee may obtain
from any applicable court, pending final determination of any claim resulting from an Event of
Default, speedy relief in the form of any of the orders specified in Article 13 of the Convention
and Article X of the Protocol as the Senior Security Trustee shall determine in its sole and
absolute discretion, subject to any procedural requirements prescribed by applicable laws.



     (c) All cash proceeds received by any Security Trustee in respect of any sale of, collection
from, or other realization upon all or any part of the Collateral shall be applied in accordance
with Section 3.02. Any sale or sales conducted in accordance with the terms of this Section 3.01
shall be deemed conclusive and binding on each Grantor and the Secured Parties.



     Section 3.02 Priority of Payments. The Security Trustees hereby agree that all cash
proceeds received by any Security Trustee in respect of any Collateral pursuant to Section 3.01
hereof and any payments by any Grantor to any Security Trustee following an Event of Default shall
be paid by each Security Trustee to the relevant Security Trustee in the order of priority set
forth below:



     (a) first, to the First Lien Security Trustee for the benefit of the First Lien Secured
Parties, until payment in full in cash of the First Lien Secured Obligations then outstanding;



     (b) second, to the Second Lien Security Trustee for the benefit of the Second Lien Secured
Parties (for further credit to the FRBNY Account), until payment in full in cash of the Second Lien
Secured Obligations then outstanding; provided that, in calculating the amount of Second
Lien Secured Obligations outstanding, amounts paid under clause “first” shall be



31









 




deducted therefrom so that all amounts paid in respect of First Lien Secured Obligations shall be
credited against Second Lien Secured Obligations;




     (c) third, to the Third Lien Security Trustee for the benefit of the Third Lien Secured
Parties, until payment in full in cash of the Third Lien Secured Obligations then outstanding;



     (d) fourth, to the Fourth Lien Security Trustee for the benefit of the Fourth Lien Secured
Parties (for further credit to the FRBNY Account), until payment in full in cash of the Fourth Lien
Secured Obligations then outstanding; provided that, in calculating the amount of the
Fourth Lien Secured Obligations outstanding, amounts paid under clause “third” shall be deducted
therefrom so that all amounts paid in respect of Third Lien Secured Obligations shall be credited
against Fourth Lien Secured Obligations; and



     (e) fifth, all remaining amounts to the relevant Grantors or whomsoever may be lawfully
entitled to receive such amounts;


provided that the Security Trustees may at the instruction of the Secured Parties and
without consent of the Grantors amend the order of clauses (a) through (d) above, but may not amend
the effect of the provisos in clauses (b) and (d) or clause (e) above without the consent of the
Grantors.




     For the avoidance of doubt, notwithstanding any other provision of the Transaction Documents,
in no event shall the Borrowers owe or be charged for or shall Collateral secure an amount in the
aggregate greater than the amount equal to the sum of the Second Lien Secured Obligations then
outstanding plus the Fourth Lien Secured Obligations then outstanding.



ARTICLE IV

SECURITY INTEREST ABSOLUTE




     Section 4.01 Security Interest Absolute. A separate action or actions may be brought and
prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is
brought against any other Grantor or whether any other Grantor is joined in any such action or
actions. Except as otherwise provided in the Transaction Documents, all rights of the Security
Trustees and the security interests and Liens granted under, and all obligations of each Grantor
under, until the Secured Obligations then outstanding are paid in full, this Agreement and each
other Transaction Document shall be absolute and unconditional, irrespective of:



     (a) any lack of validity or enforceability of any Transaction Document, Assigned Document or
any other agreement or instrument relating thereto;



     (b) any change in the time, manner or place of payment of, the security for, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver of or



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any consent to any departure from any Transaction Document or Assigned Document or any other
agreement or instrument relating thereto;




     (c) any taking, exchange, release or non-perfection of the Collateral or any other collateral
or taking, release or amendment or waiver of or consent to departure from any guaranty, for all or
any of the Secured Obligations;



     (d) any manner of application of Collateral, or proceeds thereof, to all or any of the
Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of
the Secured Obligations or any other assets of the Grantors;



     (e) any change, restructuring or termination of the corporate structure or existence of any
Grantor; or



     (f) any other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor or a third-party grantor of a security interest or a Person deemed to be
a surety.



ARTICLE V

THE SECURITY TRUSTEES




     The Security Trustees and the Secured Parties agree among themselves as follows:


     Section 5.01 Authorization and Action. (a) (i) Each First Lien Secured Party by its
acceptance of the benefits of this Agreement hereby appoints and authorizes Wells Fargo as the
initial First Lien Security Trustee; (ii) each Second Lien Secured Party by its acceptance of the
benefits of this Agreement hereby appoints and authorizes Wells Fargo as the initial Second Lien
Security Trustee; (iii) each Third Lien Secured Party by its acceptance of the benefits of this
Agreement hereby appoints and authorizes Wells Fargo as the initial Third Lien Security Trustee;
and (iv) each Fourth Lien Secured Party by its acceptance of the benefits of this Agreement hereby
appoints and authorizes Wells Fargo as the initial Fourth Lien Security Trustee, in each case to
take such action as trustee on behalf of the relevant Secured Parties and to exercise such powers
and discretion under this Agreement and the other relevant Transaction Documents as are
specifically delegated to the relevant Security Trustee by the terms of this Agreement and of the
relevant Transaction Documents, and no implied duties and covenants shall be deemed to arise
against any Security Trustee. For the avoidance of doubt, (1) each First Lien Secured Party by its
acceptance of the benefits of this Agreement hereby requests and instructs the First Lien Security
Trustee to enter into all Assigned Lease-related documents and instruments on this date and as may
arise from time to time for the purpose of establishing and maintaining its security interest for
itself and for the benefit of the other First Lien Secured Parties in respect of any Assigned
Lease; (2) each Second Lien Secured Party by its acceptance of the benefits of this Agreement
hereby requests and instructs the Second Lien Security Trustee to enter into all Assigned
Lease-related documents and instruments on this date and as may arise from time to time for the
purpose of establishing and maintaining its security interest for itself and for the benefit of the
other Second Lien Secured Parties in respect of any Assigned Lease;






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(3) each Third Lien Secured Party by its acceptance of the benefits of this Agreement hereby
requests and instructs the Third Lien Security Trustee to enter into all Assigned Lease-related
documents and instruments on this date and as may arise from time to time for the purpose of
establishing and maintaining its security interest for itself and for the benefit of the other
Third Lien Secured Parties in respect of any Assigned Lease; and (4) each Fourth Lien Secured Party
by its acceptance of the benefits of this Agreement hereby requests and instructs the Fourth Lien
Security Trustee to enter into all Assigned Lease-related documents and instruments on this date
and as may arise from time to time for the purpose of establishing and maintaining its security
interest for itself in respect of any Assigned Lease.




     (b) Each Security Trustee accepts such appointment and agrees to perform the same but only
upon the terms of this Agreement (including any quiet enjoyment covenants given to the Lessees) and
agrees to receive and disburse all moneys received by it in accordance with the terms of this
Agreement. No Security Trustee in its individual capacity shall be answerable or accountable under
any circumstances, except for its own willful misconduct or gross negligence (or simple negligence
in the handling of funds or breach of any of its representations or warranties set forth in this
Agreement) and no Security Trustee shall be liable for any action or inaction of any Grantor or any
other parties to any of the Transaction Documents.



     Section 5.02 Absence of Duties. The powers conferred on the Security Trustees under this
Agreement with respect to the Collateral are solely to protect their interests in this Agreement
and shall not impose any duty upon it, except as explicitly set forth herein, to exercise any such
powers. Except for the safe custody of any Collateral in its possession and the accounting for
moneys actually received by it under this Agreement, no Security Trustee shall have any duty as to
any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party
has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to
preserve or perfect rights against any parties or any other rights pertaining to any Collateral.
No Security Trustee shall have any duty to ascertain or inquire as to the performance or observance
of any covenants, conditions or agreements on the part of any Grantor or Lessee.



     Section 5.03 Representations or Warranties. None of the Security Trustees make nor shall
any be deemed to have made any representations or warranties as to the validity, legality or
enforceability of this Agreement, any other Transaction Document or any other document or
instrument or as to the correctness of any statement contained in any thereof, or as to the
validity or sufficiency of any of the pledge and security interests granted hereby, except that
each Security Trustee in its individual capacity hereby represents and warrants (a) that each such
specified document to which it is a party has been or will be duly executed and delivered by one of
its officers who is and will at such time be duly authorized to execute and deliver such document
on its behalf, and (b) this Agreement is or will be the legal, valid and binding obligation of such
Security Trustee in its individual capacity, enforceable against such Security Trustee in its
individual capacity in accordance with its terms, subject to the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally.



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     Section 5.04 Reliance; Agents; Advice of Counsel. (a) No Security Trustee shall incur any
liability to anyone as a result of acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other document or paper believed by
it to be genuine and believed by it to be signed by the proper party or parties. The Security
Trustees may accept a copy of a resolution of the board or other governing body of any party to
this Agreement or any Transaction Document, certified by the Secretary or an Assistant Secretary
thereof or other duly authorized Person of such party as duly adopted and in full force and effect,
as conclusive evidence that such resolution has been duly adopted by said board or other governing
body and that the same is in full force and effect. As to any fact or matter the manner of
ascertainment of which is not specifically described in this Agreement, the Security Trustees shall
be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully
protected in acting or refraining from acting, on a certificate, signed by an officer of any duly
authorized Person, as to such fact or matter, and such certificate shall constitute full protection
to the Security Trustees for any action taken or omitted to be taken by them in good faith in
reliance thereon. Each Security Trustee shall assume, and shall be fully protected in assuming,
that each other party to this Agreement is authorized by its constitutional documents to enter into
this Agreement and to take all action permitted to be taken by it pursuant to the provisions of
this Agreement, and shall not inquire into the authorization of such party with respect thereto.



     (b) Each Security Trustee may execute any of its powers hereunder or perform any duties under
this Agreement either directly or by or through agents, including financial advisors, or attorneys
or a custodian or nominee, provided, however, that the appointment of any agent
shall not relieve the Security Trustee of its responsibilities or liabilities hereunder.



     (c) Each Security Trustee may consult with counsel and any opinion of counsel or any advice
of such counsel shall be full and complete authorization and protection in respect of any action
taken or suffered or omitted by them under this Agreement in good faith and in accordance with such
advice or opinion of counsel.



     (d) Each Security Trustee shall be under no obligation to exercise any of the rights or
powers vested in them by this Agreement, or to institute, conduct or defend any litigation under
this Agreement or in relation hereto, at the request, order or direction of any of the Secured
Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered
to the relevant Security Trustee reasonable security or indemnity reasonably satisfactory to it
against the costs, expenses and liabilities which may be incurred therein or thereby.



     (e) No Security Trustee shall be required to expend or risk its own funds or otherwise incur
any financial liability in the performance of any of its duties hereunder, or in the exercise of
any of its rights or powers, if there is reasonable ground for believing that the repayment of such
funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably
assured to it, and none of the provisions contained in this Agreement shall in any event require
any Security Trustee to perform, or be responsible or liable for the manner of performance of, any
obligations of any Grantor under any of the Transaction Documents.



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     (f) If any Security Trustee incurs expenses or renders services in connection with an
exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of
its counsel) and the compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors’ rights generally.



     (g) No Security Trustee shall be charged with knowledge of an Event of Default unless such
Security Trustee obtains actual knowledge of such event or such Security Trustee receives written
notice of such event from any of the Secured Parties.



     (h) None of the Security Trustees shall have any duty to monitor the performance of any
Grantor or any other party to the Transaction Documents, nor shall any Security Trustee have any
liability in connection with the malfeasance or nonfeasance by such parties. None of the Security
Trustees shall have any liability in connection with compliance by any Grantor or any Lessee under
a Lease with statutory or regulatory requirements related to the Collateral, any Pool Aircraft or
any Lease. No Security Trustee shall make or be deemed to have made any representations or
warranties with respect to the Collateral, any Pool Aircraft or any Lease or the validity or
sufficiency of any assignment or other disposition of the Collateral, any Pool Aircraft or any
Lease.



     Section 5.05 Cape Town Convention. Each Security Trustee, during the term of this
Agreement, shall establish and maintain a valid and existing account as a Transacting User Entity
with the International Registry and appoint an Administrator and/or a Professional User Entity to
make registrations in regard to the Collateral as required by this Agreement.



     Section 5.06 No Individual Liability. No Security Trustee shall have any individual
liability in respect of all or any part of the Secured Obligations, and all shall look, subject to
the lien and priorities of payment provided herein and in the Transaction Documents, only to the
property of the Grantors (to the extent provided in the Transaction Documents) for payment or
satisfaction of the Secured Obligations pursuant to this Agreement and the other Transaction
Documents.



ARTICLE VI

SUCCESSOR SECURITY TRUSTEE




     Section 6.01 Resignation and Removal of a Security Trustee. Any Security Trustee may
resign at any time without cause by giving at least 30 days’ prior written notice to ILFC and, (i)
in the case of the First Lien Security Trustee, to the FRBNY, (ii) in the case of the Second Lien
Security Trustee, to the Lender, (iii) in the case of the Third Lien Security Trustee, to the FRBNY
and (iv) in the case of the Fourth Lien Security Trustee, to AIG Funding. The Lender may at any
time remove the Second Lien Security Trustee without cause by an instrument in writing delivered to
ILFC, the Second Lien Secured Parties and the Second Lien Security Trustee. The FRBNY may at any
time remove the First Lien Security Trustee or the Third Lien Security Trustee without cause by an
instrument in writing delivered to ILFC and, as applicable, the First Lien Secured Parties and the
First Lien Security Trustee or the Third Lien Secured Parties and the Third Lien Security Trustee.
AIG Funding may at any time remove the Fourth Lien Security Trustee without cause by an instrument
in writing delivered to ILFC, the



36









 




Fourth Lien Secured Parties and the Fourth Lien Security Trustee. No resignation by or removal of
any Security Trustee pursuant to this Section 6.01 shall become effective prior to the date of
appointment by the Lender of a successor Security Trustee and the acceptance of such appointment by
such successor Security Trustee.




     Section 6.02 Appointment of Successor. (a) In the case of the resignation or removal of
the First Lien Security Trustee, the FRBNY, on behalf of the First Lien Secured Parties, shall
promptly appoint a successor First Lien Security Trustee. In the case of the resignation or
removal of the Second Lien Security Trustee, the Lender, on behalf of the Second Lien Secured
Parties, shall promptly appoint a successor Second Lien Security Trustee. In the case of the
resignation or removal of the Third Lien Security Trustee, the FRBNY, on behalf of the Third Lien
Secured Parties, shall promptly appoint a successor Third Lien Security Trustee. So long as no
Event of Default shall have occurred and be continuing, any such successor Security Trustee shall
as a condition to its appointment be reasonably acceptable to ILFC. In the case of the resignation
or removal of the Fourth Lien Security Trustee, AIG Funding, Inc., on behalf of the Fourth Lien
Secured Parties, shall promptly appoint a successor Fourth Lien Security Trustee. If a successor
Security Trustee shall not have been appointed and accepted its appointment hereunder within 60
days after the applicable Security Trustee gives notice of resignation, the retiring Security
Trustee or the relevant Secured Parties may petition any court of competent jurisdiction for the
appointment of a successor Security Trustee. Any successor Security Trustee so appointed by such
court shall immediately and without further act be superseded by any successor Security Trustee
appointed as provided in the first sentence of this paragraph within one year from the date of the
appointment by such court.



     (b) Any successor Security Trustee shall execute and deliver to the relevant Secured Parties
an instrument accepting such appointment. Upon the acceptance of any appointment as Security
Trustee hereunder, a successor Security Trustee, upon the execution and filing or recording of such
financing statements, or amendments thereto, and such amendments or supplements to this Agreement,
and such other instruments or notices, as may be necessary, or, (i) in the case of a successor
First Lien Security Trustee, as the FRBNY may request, (ii) in the case of a successor Second Lien
Security Trustee, as the Lender may request, (iii) in the case of a successor Third Lien Security
Trustee, as the FRBNY may request and (iv) in the case of a successor Fourth Lien Security Trustee,
as AIG Funding, Inc. may request, in each case, in order to continue the perfection (if any) of the
Liens granted or purported to be granted hereby, shall succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Security Trustee, and the
retiring Security Trustee shall be discharged from its duties and obligations under this Agreement
and the other Transaction Documents. The retiring Security Trustee shall take all steps necessary
to transfer all Collateral in its possession and all its control over the Collateral to the
successor Security Trustee. All actions under this paragraph (b) shall be at the expense of ILFC;
provided that if a successor Security Trustee has been appointed as a result of the
circumstances described in Section 6.02(d), any actions under this paragraph (b) as relating to
such appointment shall be at the expense of the successor Security Trustee.



     (c) Each Security Trustee shall be an Eligible Institution, if there be such an institution
willing, able and legally qualified to perform the duties of a Security Trustee



37









 




hereunder and unless such institution is an Affiliate of a Secured Party or an Event of
Default has occurred and is continuing, reasonably acceptable to the Grantors.




     (d) Any corporation into which any Security Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Security Trustee shall be a party, or any corporation to which substantially all the
business of such Security Trustee may be transferred, shall be such Security Trustee under this
Agreement without further act.



ARTICLE VII

AGREEMENT BETWEEN SECURED PARTIES




     Section 7.01 Subordination and Priority. (a) Notwithstanding the date, manner or order of
attachment or perfection (if any) or the description of any Collateral or security interests,
Liens, claims or encumbrances covered or granted by Section 2.01, each Subordinated Security
Trustee agrees that the respective rights and interest of the Subordinated Secured Parties in the
Collateral are and shall be subordinate, to the extent and in the manner hereinafter set forth, to
all rights and interest of the Senior Secured Parties in the Collateral, and that the Senior
Secured Parties shall have at all times interests prior and senior to that of the Subordinated
Secured Parties in all Collateral until the payment in full in cash of all Secured Obligations owed
to such Senior Secured Parties.



     (b) For the purposes of this Agreement, no Secured Obligations shall be deemed to have been
paid in full until and unless the Security Trustee in respect of such Secured Obligations shall
have received payment in full in cash of such Secured Obligations.



     Section 7.02 Exercise of Remedies. (a) Until the date on which all the Secured
Obligations owed to the Senior Secured Parties shall have been paid in full, the Senior Security
Trustee, in its sole discretion and to the exclusion of the Subordinated Security Trustees, shall
have, whether or not any Event of Default shall have occurred and be continuing and both before and
after the commencement of any proceeding referred to in Section 7.03(a), the sole and exclusive
right (as between the Senior Security Trustee, on the one hand, and the Subordinated Security
Trustees, on the other) to take all action with respect to the Collateral, including the right to
exercise or direct voting or other consensual rights, to foreclose or forebear from foreclosure in
respect of the Collateral and to accept the Collateral in full or partial satisfaction of any
Secured Obligation owed to the Senior Secured Parties, all in accordance with the terms of this
Agreement. The Subordinated Secured Parties agree that, until the Secured Obligations owed to the
Senior Secured Parties have been paid in full, the only right of the Subordinated Secured Parties
under this Agreement is for the Secured Obligations owed to such Subordinated Secured Parties to be
secured by the Collateral for the period and to the extent provided for herein and to receive a
share of the proceeds of the Collateral, if any.



     (b) The Subordinated Secured Parties agree that, so long as any of the Secured Obligations
owed to the Senior Secured Parties shall remain unpaid, none of the Subordinated Secured Parties
will commence, or join with any creditor other than the Senior Security Trustee



38









 




and the Senior Secured Parties in commencing, any enforcement, collection, execution, levy or
foreclosure proceeding with respect to the Collateral or proceeds of Collateral. Upon request by
the Senior Security Trustee, the Subordinated Secured Parties will, at the expense of the relevant
Grantors, join in enforcement, collection, execution, levy or foreclosure proceedings and otherwise
cooperate fully in the maintenance of such proceedings by the Senior Security Trustee, including by
executing and delivering all such consents, pleadings, releases and other documents and instruments
as the Senior Security Trustee may reasonably request in connection therewith, it being understood
that the conduct of such proceedings shall at all times be under the exclusive control of the
Senior Security Trustee.




     (c) The Subordinated Secured Parties agree, upon written request by the Senior Security
Trustee, to release the Liens and security interests in favor of the Subordinated Secured Parties
in any Collateral and to execute and deliver all such directions, consents, pleadings, releases and
other documents and instruments as the Senior Security Trustee may reasonably request in connection
therewith, upon any sale, lease, transfer or other disposition of such Collateral or part thereof
in accordance with, or for application of proceeds pursuant to, Sections 3.02 and 7.01(a).



     (d) The Subordinated Secured Parties agree that none of the Subordinated Secured Parties will
contest, or bring (or join in) any action or proceeding for the purpose of contesting, the
validity, perfection or priority of, or seeking to avoid, the rights of the other Secured Parties
(including the Senior Secured Parties) in or with respect to the Collateral.



     Section 7.03 Further Agreements of Subordination. The Subordinated Security Trustees agree
during the occurrence and continuance of an Event of Default as follows:



     (a) Upon any distribution of all or any of the Collateral or proceeds of Collateral to
creditors of any Grantor upon the dissolution, winding-up, liquidation, examinership, arrangement,
reorganization, adjustment, protection, relief, or composition of such Grantor or its debts,
whether in any bankruptcy, insolvency, arrangement, reorganization, receivership, examinership,
relief or similar proceedings or upon an assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of such Grantor, or otherwise, any distribution of any
kind of Collateral or proceeds of Collateral that otherwise would be deliverable to the
Subordinated Security Trustees or the other Subordinated Secured Parties shall be delivered
directly to the Senior Security Trustee for application (in the case of cash) to or as collateral
(in the case of non-cash property or securities) for the payment or prepayment of the Secured
Obligations owed to the Senior Secured Parties until such Secured Obligations shall have been paid
in full in accordance with Section 3.02.



     (b) If any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor,



     (i) the Senior Security Trustee is hereby irrevocably authorized and empowered (in its own
name or in the name of the Senior Secured Parties or otherwise), but shall have no obligation, to
demand, sue for, collect and receive every distribution referred to in subsection (a) above and
give acquittance therefor and to file claims and proofs of claim and take such other



39









 




action (including enforcing this Agreement) as it may deem necessary for the exercise or
enforcement of any of the rights or interests of the Senior Secured Parties hereunder; and




     (ii) the Subordinated Security Trustees shall duly and promptly take such action, at the
expense of the relevant Grantors, as the Senior Security Trustee may request (A) to collect
Collateral and proceeds of Collateral for the account of the Senior Secured Parties and to file
appropriate claims or proofs of claim in respect of Collateral and proceeds of Collateral, (B) to
execute and deliver to the Senior Security Trustee such powers of attorney, assignments, or other
instruments as the Senior Security Trustee may request in order to enable it to enforce any and all
claims with respect to the Collateral and proceeds of Collateral and (C) to collect and receive any
and all payments or distributions that may be payable or deliverable upon or with respect to the
Collateral or proceeds of Collateral. Without limiting the generality of any of the foregoing, if
any proceeding referred to in Section 7.03(a) is commenced by or against any Grantor, the
Subordinated Secured Parties shall, upon written demand from the Senior Security Trustee, file such
claims in such proceeding as the Senior Security Trustee shall request in such written demand or
any subsequent written demand provided in connection therewith; provided, however,
that should one or more Subordinated Secured Parties fail to comply fully with any such demand
within thirty (30) days of receipt by such Subordinated Secured Party of the relevant demand, such
Subordinated Secured Party Creditor shall be deemed to have irrevocably appointed the Senior
Security Trustee its attorney-in-fact to file and prosecute any such claim and to dispose of any
proceeds of such filing or prosecution in accordance with the terms hereof and of the other
Transaction Documents.



     (c) All payments or distributions upon or with respect to the Collateral or proceeds of
Collateral that are received by the Subordinated Security Trustees or the other Subordinated
Secured Parties contrary to the provisions of this Agreement shall be received for the benefit of
the Senior Secured Parties, shall be segregated from other funds and property held by the
Subordinated Security Trustees or the other Subordinated Secured Parties and shall be forthwith
paid over to the Senior Security Trustee in the same form as so received (with any necessary
endorsement) to be applied (in the case of cash) to or held as collateral (in the case of non-cash
property or securities) for the payment or prepayment of the Secured Obligations owed to the Senior
Secured Parties in accordance with the terms thereof.



     (d) The Senior Security Trustee is hereby authorized to demand specific performance of this
Agreement at any time when any of the Subordinated Security Trustees or the other Subordinated
Secured Parties shall have failed to comply with any of the provisions of this Agreement applicable
to them. The Subordinated Security Trustees hereby irrevocably waive, on their own behalf and on
behalf of the Subordinated Secured Parties, any defense based on the adequacy of a remedy at law
that might be asserted as a bar to such remedy of specific performance.


     Section 7.04 Rights of Subrogation. The Subordinated Secured Parties agree that no payment
or distributions to the Senior Secured Parties pursuant to the provisions of this Agreement shall
entitle any Subordinated Secured Party to exercise any rights of subrogation in respect thereof
until all Secured Obligations owed to the Senior Secured Parties shall have been paid in full.






40









 








     Section 7.05 Further Assurances of Subordinated Security Trustees. Each of the
Subordinated Security Trustees shall, at the expense of the relevant Grantors, at any time and from
time to time promptly execute and deliver all further instruments and documents, and take all
further action, that the Senior Security Trustee may reasonably request, in order to protect any
right or interest granted or purported to be granted hereby or to enable the Senior Security
Trustee to exercise and enforce its rights and remedies hereunder.



     Section 7.06 No Change in Rights in Collateral. The Subordinated Security Trustees and the
other Subordinated Secured Parties will not sell, assign, pledge, encumber or otherwise dispose of
any of their rights in the Collateral as such or in proceeds of Collateral as such, without the
prior written consent of the Senior Security Trustee. Nothing in this Section 7.06 shall limit the
right of any Subordinated Secured Party to transfer any Secured Obligation owed to it.



     Section 7.07 Waiver of Marshalling and Similar Rights. Each of the Subordinated Security
Trustees waives, on its own behalf and on behalf of the Subordinated Secured Parties, to the
fullest extent permitted by applicable law, any requirement regarding, and agrees not to demand,
request, plead or otherwise claim the benefit of, any marshalling, appraisement, valuation or other
similar right with respect to the Collateral that may otherwise be available under applicable law
or any other similar rights a junior creditor or junior secured creditor may have under applicable
law.



     Section 7.08 Enforcement. Each of the Subordinated Secured Parties agrees that this
Agreement shall be enforceable against it and the Subordinated Secured Parties under all
circumstances, including in any proceeding referred to in Section 7.03(a).



     Section 7.09 Obligations Not Affected. All rights and interests of the Senior Security
Trustee and the other Senior Secured Parties hereunder, and all agreements and obligations of the
Subordinated Security Trustees and the other Subordinated Secured Parties under this Agreement and
any other Transaction Document, shall remain in full force and effect irrespective of:



     (a) any lack of validity or enforceability of any Transaction Document, Assigned Document or
any other agreement or instrument relating thereto;



     (b) any change in the time, manner or place of payment of, the security for, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent
to any departure from any Transaction Document, Assigned Agreement or any other agreement or
instrument relating thereto;



     (c) any taking, exchange, release or non-perfection of the Collateral or any other
collateral, or taking, release or amendment or waiver of or consent to departure from any guaranty,
for all or any of the Secured Obligations;




41











 





          (d) any manner of application of Collateral, or proceeds thereof, to all or any of the
Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of
the Secured Obligations or any other assets of the Grantors;




          (e) any change, restructuring or termination of the corporate structure or existence of any
Grantor; or




          (f) any other circumstance that might otherwise constitute a defense available to, or a
discharge of, the Subordinated Security Trustees, the Subordinated Secured Parties, a subordinated
creditor or a secured subordinated creditor or a Person deemed to be a surety.




This Agreement shall continue to be effective or shall be revived or reinstated, as the case may
be, if at any time any payment of any of the Secured Obligations owed to any Senior Secured Party
is rescinded or must otherwise be returned by any Senior Secured Party upon the insolvency,
bankruptcy or reorganization of any Grantor, or otherwise, all as though such payment had not been
made.




          Section 7.10 Waiver. The Subordinated Security Trustees hereby waive, on their own behalf
and on behalf of the Subordinated Secured Parties, to the fullest extent permitted by law, any
right under Section 9-615 of the N.Y. Uniform Commercial Code to application of the proceeds of
disposition (other than as contemplated by this Agreement), any right to notice and objection under
Section 9-620 of the N.Y. Uniform Commercial Code and promptness, diligence, notice of acceptance
and any other notice with respect to any of the Secured Obligations and this Agreement and any
requirement that the Senior Security Trustee protect, secure, perfect or insure any security
interest or lien hereunder or otherwise or any Collateral or any other property subject thereto or
exhaust any right or take any action against the Grantors or any other person or entity or any
Collateral or any other collateral.




          Section 7.11 Secured Obligations Unimpaired. Nothing in this Agreement shall impair (a) as
between the Grantors and any Secured Party, the obligations of the Grantors to such Secured Party,
including the Secured Obligations or (b) as between the Senior Secured Parties and the Subordinated
Secured Parties, the provisions relating to the priority of payments in Section 3.02; provided that
it is understood that the enforcement of rights and remedies against the Collateral shall be
subject to the terms of this Agreement.




          Section 7.12 Upon Discharge of Obligations. Upon the payment in full in cash of the
Secured Obligations in respect of which it is acting as Security Trustee, the Senior Security
Trustee shall, without any further action on its part, be relieved of any obligation under this
Agreement with respect to such discharged Secured Obligations and this Agreement shall continue in
effect as an agreement among the Grantors and the remaining Security Trustees. Upon the payment in
full in cash of the First Lien Secured Obligations, the Second Lien Secured Obligations and the
Third Lien Secured Obligations, this Article VII shall cease to be of any effect except for this
Section 7.12.




ARTICLE VIII

INDEMNITY AND EXPENSES




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          Section 8.01 Indemnity. (a) Each of the Grantors shall indemnify, defend and hold
harmless each Security Trustee (and its officers, directors, employees, representatives and agents)
from and against, any loss, liability or expense (including reasonable legal fees and expenses)
incurred by it without negligence or bad faith on its part in connection with the acceptance or
administration of this Agreement and its duties hereunder, including the costs and expenses of
defending itself against any claim or liability and of complying with any process served upon it or
any of its officers in connection with the exercise or performance of any of its powers or duties
hereunder and hold it harmless against, any loss, liability or reasonable expense incurred without
negligence or bad faith on its part. Each Security Trustee (i) must provide reasonably prompt
notice to the applicable Grantor of any claim for which indemnification is sought, provided
that the failure to provide notice shall only limit the indemnification provided hereby to the
extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must
not make any admissions of liability or incur any significant expenses after receiving actual
notice of the claim or agree to any settlement without the written consent of the applicable
Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to
reimburse any expense or indemnity against any loss or liability incurred by any Security Trustee
through negligence or bad faith.




          Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the
defense of the claim including, without limitation, designating counsel for the relevant Security
Trustee and controlling all negotiations, litigation, arbitration, settlements, compromises and
appeals of any claim; provided that (i) the applicable Grantor may not agree to any
settlement involving any indemnified person that contains any element other than the payment of
money and complete indemnification of the indemnified person without the prior written consent of
the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of
separate counsel for the indemnified person to the extent that the interests of the relevant
Security Trustee are in conflict with those of such Grantor and (iii) the indemnified person shall
have the right to approve the counsel designated by such Grantor which consent shall not be
unreasonably withheld.




          (b) Each Grantor shall within ten (10) Business Days after demand pay to each Security
Trustee the amount of any and all reasonable expenses, including the reasonable fees and expenses
of its counsel and of any experts and agents, that such Security Trustee may incur in connection
with (i) the administration of this Agreement (in accordance with fee arrangements agreed between
such Security Trustee and ILFC), (ii) the custody, preservation, use or operation of, or the sale
of, collection from or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of such Security Trustee or any other Secured Party against such
Grantor hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions
hereof.




          Section 8.02 Secured Parties’ Indemnity. (a) The First Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by the
FRBNY to the sole satisfaction of the First Lien Security Trustee before proceeding to exercise any
right or power under this Agreement at the request or direction of the FRBNY.




43









 








          (b) The Second Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by the
Lender to the sole satisfaction of the Second Lien Security Trustee before proceeding to exercise
any right or power under this Agreement at the request or direction of the Lender.




          (c) The Third Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by the
FRBNY to the sole satisfaction of the Third Lien Security Trustee before proceeding to exercise any
right or power under this Agreement at the request or direction of the FRBNY.




          (d) The Fourth Lien Security Trustee shall be entitled to be indemnified (subject to the
limitations and requirements described in Section 8.01 mutatis mutandis) by AIG
Funding, Inc. to the sole satisfaction of the Fourth Lien Security Trustee before proceeding to
exercise any right or power under this Agreement at the request or direction of AIG Funding.




          (e) In order to recover under clauses (a), (b), (c) or (d) above, the relevant Security
Trustee: (i) must provide reasonably prompt notice to the FRBNY or AIG Funding, as applicable, of
any claim for which indemnification is sought, provided that the failure to provide notice
shall only limit the indemnification provided hereby to the extent of any incremental expense or
actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or
incur any significant expenses after receiving actual notice of the claim or agree to any
settlement without the written consent of the FRBNY or AIG Funding, as applicable, which consent
shall not be unreasonably withheld.




          The FRBNY or AIG Funding, as applicable, may, in its sole discretion, and at its expense,
control the defense of the claim including, without limitation, designating counsel for the
relevant Security Trustee and controlling all negotiations, litigation, arbitration, settlements,
compromises and appeals of any claim; provided that (i) the FRBNY or AIG Funding, as
applicable, may not agree to any settlement involving any indemnified person that contains any
element other than the payment of money and complete indemnification of the indemnified person
without the prior written consent of the affected indemnified person, (ii) the FRBNY or AIG
Funding, as applicable, shall engage and pay the expenses of separate counsel for the indemnified
person to the extent that the interests of the relevant Security Trustee are in conflict with those
of the FRBNY or AIG Funding, as applicable, and (iii) the indemnified person shall have the right
to approve the counsel designated by the FRBNY or AIG Funding, as applicable, which consent shall
not be unreasonably withheld.




          (f) The provisions of Section 8.01 and this Section 8.02 shall survive the termination of
this Agreement or the earlier resignation or removal of any Security Trustee.




          Section 8.03 No Compensation from Secured Parties. Each Security Trustee agrees that it shall have no right against the Secured Parties for any fee
as compensation for its services in such capacity.




          Section 8.04 Security Trustee Fees. In consideration of each Security Trustee’s
performance of the services provided for under this Agreement, the Grantors shall pay to such




44









 







Security Trustee an annual fee set forth under a separate agreement between ILFC and such Security
Trustee and shall reimburse Security Trustee for expenses incurred including those associated with
the International Registry.




ARTICLE IX

MISCELLANEOUS




          Section 9.01 Amendments; Waivers; Etc. (a) No amendment or waiver of any provision of
this Agreement, and no consent to any departure by any party from the provisions of this Agreement,
shall in any event be effective unless the same shall be in writing and signed by AIG Funding, the
FRBNY and each party hereto. No failure on the part of any Security Trustee to exercise, and no
delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any such right preclude any other or further exercise thereof or the exercise
of any other right. Each Security Trustee may, but shall have no obligation to, execute and
deliver any amendment or modification which would affect its duties, powers, rights, immunities or
indemnities hereunder.




          (b) Upon the execution and delivery by any Person of a Grantor Supplement, (i) such Person
shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and
each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional
Grantor, (ii) Annexes I, II, III and IV attached to each Grantor Supplement shall be incorporated
into, become a part of and supplement Schedules I, II, III and IV, respectively, and the Security
Trustees may attach such Annexes as supplements to such Schedules; and each reference to such
Schedules shall be a reference to such Schedules as so supplemented and (iii) such Additional
Grantor shall be a Grantor for all purposes under this Agreement and shall be bound by the
obligations of the Grantors hereunder.




          (c) Upon the execution and delivery by a Grantor of a Collateral Supplement, Annexes I and II
to each Collateral Supplement shall be incorporated into, become a part of and supplement Schedules
I and II, respectively, and the Security Trustees may attach such Annexes as supplements to such
Schedules; and each reference to such Schedules shall be a reference to such Schedules as so
supplemented.




          Section 9.02 Addresses for Notices. All notices and other communications provided for
hereunder shall be in writing (including telecopier) and telecopied or delivered to the intended
recipient at its address specified, as follows:




     For each Grantor:


International Lease Finance Corporation

10250 Constellation Blvd.

Suite 3400

Los Angeles, CA 90067

Attention: Treasurer with a copy to the General Counsel

Facsimile: (310) 788-1990

Telephone: (310) 788-1999






45









 








     For the First Lien Security Trustee:


Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630




     For the Second Lien Security Trustee:


Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630




     For the Third Lien Security Trustee:


Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630




     For the Fourth Lien Security Trustee:


Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Facsimile: (801) 246-5053

Telephone: (801) 246-5630




46









 







or, as to each party, at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this Section 9.02. Each such
notice shall be effective (a) on the date personally delivered to an authorized officer of the
party to which sent, or (b) on the date transmitted by legible telecopier transmission with a
confirmation of receipt.




          Section 9.03 No Waiver; Remedies. No failure on the part of any Security Trustee to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.




          Section 9.04 Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired.




          Section 9.05 Continuing Security Interest; Assignments. Subject to Section 9.06, this
Agreement shall create a continuing security interest in the Collateral and shall (a) remain in
full force and effect until the earlier of the payment in full in cash of the Secured Obligations
then outstanding to the Secured Parties, (b) be binding upon each Grantor, its successors and
assigns and (c) inure, together with the rights and remedies of each Security Trustee hereunder, to
the benefit of the Secured Parties and their respective successors, permitted transferees and
permitted assigns. Without limiting the generality of the foregoing subsection (c), any Secured
Party may assign or otherwise transfer all or any portion of its rights and obligations under any
Transaction Document to which it is a party in accordance with the terms thereof to any other
permitted Person or entity, and such other permitted Person or entity shall thereupon become vested
with all the rights in respect thereof granted to such Secured Party herein or otherwise.




          Section 9.06 Release and Termination. (a) Upon any sale, lease, transfer or other
disposition or removal from the Designated Pool of any item of Collateral in accordance with the
terms of the Transaction Documents, such item of Collateral will be deemed released from the Lien
hereof, and each Security Trustee will, at such
Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as
such Grantor shall reasonably request and provide to such Security Trustee to evidence the release
of such item of Collateral from the assignment and security interest granted hereby, and to the
extent that (A) any Security Trustee’s consent is required for any deregistration of the interests
in such released Collateral from the International Registry or other registry or (B) any Security
Trustee is required to initiate any such deregistration, the relevant Security Trustee shall ensure
that such consent or such initiation of such deregistration is effected.




          Any amounts withdrawn by a Grantor from a Blocked Account in accordance with the terms of the
Transaction Documents shall be deemed released from the Lien hereof.




          (b) Upon the payment in full in cash of the First Lien Secured Obligations then outstanding,
the pledge, assignment and security interest granted by Section 2.01(A) hereof shall



47









 






terminate, the
First Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this
Agreement (except for this Section 9.06(b)) relating to the First Lien Secured Obligations, the
First Lien Secured Parties or the First Lien Security Trustee shall cease to be of any effect
insofar as they relate to the First Lien Secured Obligations, the First Lien Secured Parties or the
First Lien Security Trustee. Upon any such termination, the First Lien Security Trustee will, at
the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such
Grantor shall prepare and reasonably request to evidence such termination.




          (c) Upon the payment in full in cash of the Second Lien Secured Obligations then outstanding,
the pledge, assignment and security interest granted by Section 2.01(B) hereof shall terminate, the
Second Lien Security Trustee shall cease to be a party to this agreement, and all provisions of
this Agreement (except for this Section 9.06(c)) relating to the Second Lien Secured Obligations,
the Second Lien Secured Parties or the Second Lien Security Trustee shall cease to be of any effect
insofar as they relate to the Second Lien Secured Obligations, the Second Lien Secured Parties or
the Second Lien Security Trustee. Upon any such termination, the Second Lien Security Trustee
will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such
documents as such Grantor shall prepare and reasonably request to evidence such termination.




          (d) Upon the payment in full in cash of the Third Lien Secured Obligations then outstanding,
the pledge, assignment and security interest granted by Section 2.01(C) hereof shall terminate, the
Third Lien Security Trustee shall cease to be a party to this agreement, and all provisions of this
Agreement (except for this Section 9.06(d)) relating to the Third Lien Secured Obligations, the
Third Lien Secured Parties or the Third Lien Security Trustee shall cease to be of any effect
insofar as they relate to the Third Lien Secured Obligations, the Third Lien Secured Parties or the
Third Lien Security Trustee. Upon any such termination, the Third Lien Security Trustee will, at
the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such
Grantor shall prepare and reasonably request to evidence such termination.




          (e) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge,
assignment and security interest granted hereby shall terminate and all rights to the Collateral
shall revert to the Grantors; provided that if a Pool Aircraft or a Grantor that holds
title to a Pool Aircraft is sold or otherwise disposed of in accordance with the terms of the
Transaction Documents and the requisite proceeds in connection with such sale or disposition
and any other Collateral held by such Grantor have been received by the Security Trustees in
accordance with the Transaction Documents, the Lien of this Agreement over such Grantor shall be
deemed released. Upon any such termination, each Security Trustee will, at the relevant Grantor’s
expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare
and reasonably request to evidence such termination.




          (f) With respect to Section 9.05 and clauses (b), (c), (d) and (e) above, for the avoidance
of doubt, notwithstanding any other provision of the Transaction Documents, in no event shall the
Borrowers owe or be charged for, or shall Collateral secure an amount in the aggregate greater
than, the amount equal to the sum of the Second Lien Secured Obligations then outstanding plus the
Fourth Lien Secured Obligations then outstanding.




48









 








          (g) If, prior to the termination of this Agreement, any Senior Security Trustee ceases to be
the Senior Security Trustee in accordance with the definition of “Senior Security Trustee” in
Section 1.01, all certificates, instruments or other documents being held by such Senior Security
Trustee at such time shall, within five (5) Business Days from the date on which it ceases to be
the Senior Security Trustee, be delivered to the Security Trustee which shall at such time be the
Senior Security Trustee.




          (h) Subject to Section 2.13 of the Credit Agreement, upon the occurrence of the Loan
Restructuring Date, all pledges, assignments, security interests and other Liens granted by ILFC
under this Agreement shall terminate, all rights of ILFC with respect to the Collateral shall
revert to ILFC and ILFC shall have no further obligations under this Agreement (except pursuant to
the guaranty contemplated by Section 2.13 of the Credit Agreement). Upon any such termination,
each Security Trustee will, at the expense of ILFC execute and deliver to it such documents as ILFC
shall prepare and reasonably request to evidence such termination. For the avoidance of doubt, in
no event shall this Section 9.06(h) release any Grantor (other than ILFC) from its respective
pledge, assignment and security interest granted by such Grantor (other than ILFC) under this
Agreement and the rights of each of the Secured Parties in respect of each of such Grantors (other
than ILFC) and the related Collateral shall remain in full force and effect and are hereby ratified
and confirmed.




          (i) Subject to Section 2.14 of the Credit Agreement, upon the occurrence of an Initial
Intermediate Lessee Release Date, all pledges, assignments, security interests and other Liens
granted by the applicable Initial Intermediate Lessee under this Agreement shall terminate, all
rights of such Initial Intermediate Lessee with respect to the Collateral shall revert to such
Initial Intermediate Lessee, as the case may be, and such Initial Intermediate Lessee shall have no
further obligations under this Agreement. Upon any such termination, each Security Trustee will,
at the expense of such Initial Intermediate Lessee, execute and deliver to it such documents as
such Initial Intermediate Lessee shall prepare and reasonably request to evidence such termination.
For the avoidance of doubt, in no event shall this Section 9.06(i) release any Grantor (other than
such Initial Intermediate Lessee) from its respective pledge, assignment and security interest
granted by such Grantor (other than such Initial Intermediate Lessee) under this Agreement and the
rights of each of the Secured Parties in respect of each of such Grantors
(other than such Initial Intermediate Lessee) and the related Collateral shall remain in full
force and effect and are hereby ratified and confirmed.




          (j) Notwithstanding anything to the contrary contained herein, on the Required Perfection
Date, all Supplemental Pool Aircraft shall cease to be Pool Aircraft hereunder and under any other
Transaction Document; provided that Supplemental Pool Aircraft shall not cease to be Pool
Aircraft to the extent that, as of the Required Perfection Date, either before or after giving pro
forma effect to the cessation of such Supplemental Pool Aircraft as Pool Aircraft hereunder and
under the other Transaction Documents, an Event of Default shall have occurred and be continuing.
Once the Supplemental Pool Aircraft cease to be Pool Aircraft hereunder, each Security Trustee’s
security interest in, and Lien on, the Supplemental Pool Aircraft (and any other Aircraft Assets
directly related to the Supplemental Pool Aircraft) shall be automatically released. The Security
Trustees shall promptly execute and deliver to the Parent Borrower, at the Parent Borrower’s
expense, all documents that the Parent Borrower shall reasonably request to




49









 







evidence their release
of the security interests in, and Liens on, the Supplemental Pool Aircraft (and any other Aircraft
Assets directly related to the Supplemental Pool Aircraft).




          Section 9.07 Currency Conversion. If any amount is received or recovered by any Security
Trustee in a currency (the “Received Currency”) other than the currency in which such
amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received
Currency actually received or recovered by such Security Trustee, to the extent permitted by law,
shall only constitute a discharge of the relevant Grantor to the extent of the amount of the Agreed
Currency which such Security Trustee was or would have been able in accordance with its or his
normal procedures to purchase on the date of actual receipt or recovery (or, if that is not
practicable, on the next date on which it is so practicable), and, if the amount of the Agreed
Currency which such Security Trustee is or would have been so able to purchase is less than the
amount of the Agreed Currency which was originally payable by the relevant Grantor, such Grantor
shall pay to such Security Trustee for the benefit of the Secured Parties such amount as it shall
determine to be necessary to indemnify such Security Trustee and the Secured Parties against any
loss sustained by it as a result (including the cost of making any such purchase and any premiums,
commissions or other charges paid or incurred in connection therewith) and so that, to the extent
permitted by law, (i) such indemnity shall constitute a separate and independent obligation of each
Grantor distinct from its obligation to discharge the amount which was originally payable by such
Grantor and (ii) shall give rise to a separate and independent cause of action and apply
irrespective of any indulgence granted by such Security Trustee and continue in full force and
effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of
the amount originally payable by any Grantor or any judgment or order and no proof or evidence of
any actual loss shall be required.




          Section 9.08 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          Section 9.09 Jurisdiction; Consent to Service of Process. (a) To the extent permitted by applicable law, each party hereby irrevocably and unconditionally
submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court
or federal court of the United States of America sitting in New York County, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to this Agreement or
the other Loan Documents, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to the extent permitted
by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that any Lender Party or the FRBNY may otherwise have to bring any action or proceeding relating to
this Agreement or the other Loan Documents against any Borrower Party or its properties in the
courts of any jurisdiction.




          (b) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the




50









 







laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement or the other
Loan Documents in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.




          (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.




          Section 9.10 Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original,
but all of which when taken together shall constitute a single contract. This Agreement and the
other Loan Documents constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement (i) will become effective when the Lender
shall received counterparts hereof that, when taken together, bear the signatures of each of the
other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns. Delivery of an executed counterpart of
a signature page of this Agreement by telecopy will be effective as delivery of a manually executed
counterpart of this Agreement.




          Section 9.11 Table of Contents, Headings, Etc. The Table of Contents and headings of the
Articles and Sections of this Agreement have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of the terms and
provisions hereof.




          Section 9.12 Non-Invasive Provisions. (a) Notwithstanding any other provision of the Transaction Documents, each Security Trustee
agrees that, so long as no Event of Default shall have occurred and be continuing, not to take any
action or cause to be taken any action, or permit any person claiming by, through or on behalf of
it to take any action or cause any action, that would interfere with the possession, use, operation
and quiet enjoyment of and other rights with respect to any Pool Aircraft or Collateral related
thereto and all rents, revenues, profits and income therefrom, including, the right to enforce
manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to the Pool
Aircraft to the repair of the Pool Aircraft and the right to engage in pooling, leasing and similar
actions, in each case in accordance with the terms of this Agreement.




          (b) Notwithstanding any other provision of the Transaction Documents, each Security Trustee
agrees that, so long as no “Event of Default” (or similar term) under a Lease (as defined in such
Lease) shall have occurred and be continuing, not to take any action or cause to be taken any
action, or permit any person claiming by, through or on behalf of it to take any action or cause
any action, that would interfere with the possession, use, operation and quiet enjoyment of and
other rights of the Lessee with respect to any Pool Aircraft or Collateral related thereto and all
rents, revenues, profits and income therefrom, including, the right to enforce manufacturers’
warranties, the right to apply or obtain insurance proceeds for damage to the Pool




51









 







Aircraft to the
repair of the Pool Aircraft and the right to engage in pooling, leasing and similar actions, in
each case in accordance with the terms of such Lease.




          (c) Each Security Trustee agrees to release any Lien the Security Trustee may have upon any
engine upon (i) a Grantor providing the Security Trustee with written notice of a transfer thereof
promptly after receipt of a notice thereof from the relevant Lessee and with a copy of the bill of
sale or other instrument evidencing the transfer of title of such replacement engine to a Grantor,
(ii) in the case of the transfer of title to an engine initiated by a Grantor, the Grantor
providing the Security Trustee with a certificate of such transfer and a copy of the bill of sale
or other instrument evidencing the transfer of title of a replacement engine to a Grantor, or (iii)
upon the total loss payment or Loan repayment being received (or replacement aircraft being
provided) in a case where the airframe, but not such engine, was the subject of a total loss;
provided that, for the avoidance of doubt, no Security Trustee shall release any Lien upon
an engine that is not replaced by a Grantor or a Lessee, unless such engine is associated with an
aircraft that was subject to a total loss or otherwise removed from the Designated Pool. Such
Borrower shall at the request of the Security Trustee execute a supplement to the Mortgage to
evidence that any such replacement engine has become subject to the Lien of the Mortgage and the
Security Trustee shall, at the request of such Borrower, execute a supplement to the Mortgage to
evidence the release of the applicable engine from the Lien of the Security Trustee.




          (d) The Lender and each Security Trustee agrees that it will not claim, and upon the request
of any Borrower each Security Trustee will confirm in writing that it does not claim, any right,
title or interest in any engine or part (including any audio visual, telephonic, entertainment or
similar equipment) that is installed on a Pool Aircraft which does not constitute an “engine” or
“part” as defined in the applicable Lease.




          (e) For the avoidance of doubt, each Security Trustee agrees that a Borrower or Intermediate
Lessee may from time to time lease out an engine that is part of a Pool Aircraft
or lease in an engine that is not part of a Pool Aircraft as it determines in accordance with
Leasing Company Practice.




          (f) Each Security Trustee agrees to, and is hereby directed by the Required Persons to,
notwithstanding the occurrence or existence of an Event of Default and/or the delivery of a Notice
of Exclusive Control (as defined in the Controls Agreements), take such action as may be reasonably
requested by ILFC to release funds held in the Collection Accounts to the extent of any obligation
of the applicable lessor to repay any Security Deposit to a lessee and/or reimburse a lessee in
respect of Maintenance Rent in accordance with the terms of any Lease.




          Section 9.13 Limited Recourse. (a) In the event that the direct or indirect
assets
of the Grantors are insufficient, after payment of all other claims, if any, ranking in priority to
the
claims of the Security Trustee or any Secured Party hereunder, to pay in full such claims of the
Security Trustee or such Secured Party (as the case may be), then the Security Trustee or the
Secured Party shall have no further claim against the Grantors in respect of
any such unpaid amounts.




52









 








          (b) To the extent permitted by applicable law, no recourse under any obligation, covenant or
agreement of any party contained in this Agreement shall be had against any shareholder (not
including any Grantor as a shareholder of any other Grantor hereunder), officer or director of the
relevant party as such, by the enforcement of any assessment or by any
proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that
this Agreement is a corporate obligation of the relevant party and no personal liability shall
attach to or be incurred by the shareholders (not including any Grantor as a shareholder of any
other Grantor hereunder), officers or directors of the relevant party as such, or any of them under
or by reason of any of the obligations, covenants or agreements of such relevant party contained
in this Agreement, or implied therefrom, and that any and all personal liability for breaches by
such party of any of such obligations, covenants or agreements, either at law or by statute or
constitution, of every such shareholder (not including any Grantor as a shareholder of any other
Grantor hereunder), officer or director is hereby expressly waived by the other parties as a
condition of and consideration for the execution of this Agreement.




          (c) The guarantees, obligations, liabilities and undertakings granted by the French Initial
Intermediate Lessee under this Agreement and the other Transaction Documents shall, for each
relevant financial year, be, in any and all cases, strictly limited to 90% of the annual net margin
generated by the French Initial Intermediate Lessee in connection with back-to-back leasing
activities between it and the Parent Borrower with respect to the lease of Pool Aircraft




[The Remainder of this Page is Intentionally Left Blank]




53









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by its representative or officer thereunto duly authorized as of the date first above
written.



	 	 	 	 	 	 	 

	 	 	INTERNATIONAL LEASE FINANCE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	TOP AIRCRAFT, INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SIGNED SEALED AND DELIVERED
	 	 	By SHREWSBURY AIRCRAFT LEASING LIMITED
	 	 	By its duly appointed attorney
	 
	 	 	 	 	 	 
	 	 	In the presence of:
	 
	 	 	 	 	 	 
	 	 	Witness Signature:
	 	 	Witness Name:
	 	 	Witness Address:
	 	 	Witness Occupation:
	 
	 	 	 	 	 	 
	 	 	STATES AIRCRAFT, INC.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






54









 






	 	 	 	 	 	 	 

	 	 	SIGNED SEALED AND DELIVERED
	 	 	By ILFC IRELAND LIMITED
	 	 	By its duly appointed attorney
	 
	 	 	 	 	 	 
	 	 	In the presence of:
	 
	 	 	 	 	 	 
	 	 	Witness Signature:
	 	 	Witness Name:
	 	 	Witness Address:
	 	 	Witness Occupation:
	 
	 	 	 	 	 	 
	 	 	ILFC FRANCE S.A.R.L.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	ILFC LABUAN LTD.
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in
its individual capacity but solely as the First Lien
Security Trustee, the Second Lien Security Trustee, the
Third Lien Security Trustee and the Fourth Lien Security
Trustee
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	FEDERAL RESERVE BANK OF NEW YORK
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:	 	 	 	 






55









 






SCHEDULE I

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 
	 	 	Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	751
	 	Airbus A330-200	 	41387, 41388	 	Rolls-Royce TRENT 772B-60
	807
	 	Airbus A330-200	 	41425, 41426	 	Rolls-Royce TRENT 772B-60
	906
	 	Airbus A330-200	 	41514, 41515	 	Rolls-Royce TRENT 772B-60
	1917
	 	Airbus A320-200	 	V11389, V11391	 	IAE V2527-A5
	2149
	 	Airbus A320-200	 	V11601, V11609	 	IAE V2527-A5
	2158
	 	Airbus A320-200	 	575738, 575739	 	CFM56-5B4/P
	2166
	 	Airbus A320-200	 	575761, 575762	 	CFM56-5B4/P
	2171
	 	Airbus A320-200	 	575770, 575771	 	CFM56-5B4/P
	2182
	 	Airbus A320-200	 	575784, 575785	 	CFM56-5B4/P
	2191
	 	Airbus A320-200	 	575796, 575797	 	CFM56-5B4/P
	2193
	 	Airbus A320-200	 	V11658, V11662	 	IAE V2527-A5
	2199
	 	Airbus A320-200	 	575803, 575804	 	CFM56-5B4/P
	2206
	 	Airbus A320-200	 	575812, 575813	 	CFM56-5B4/P
	2278
	 	Airbus A320-200	 	575899, 577106	 	CFM56-5B4/P
	2349
	 	Airbus A320-200	 	577165, 577166	 	CFM56-5B4/P
	2371
	 	Airbus A319-100	 	V11835, V11836	 	IAE V2524-A5
	2396
	 	Airbus A319-100	 	V11860, V11862	 	IAE V2524-A5
	2406
	 	Airbus A319-100	 	577206, 577210	 	CFM56-5B5/P
	2408
	 	Airbus A319-100	 	V11865, V11866	 	IAE V2524-A5
	2422
	 	Airbus A320-200	 	V11903, V11916	 	IAE V2527-A5
	2424
	 	Airbus A319-100	 	V11886, V11888	 	IAE V2524-A5
	2426
	 	Airbus A319-100	 	V11890, V11892	 	IAE V2524-A5
	2430
	 	Airbus A320-200	 	V11919, V11922	 	IAE V2527-A5
	2433
	 	Airbus A319-100	 	V11893, V11896	 	IAE V2524-A5
	2435
	 	Airbus A319-100	 	V11895, V11902	 	IAE V2524-A5
	2448
	 	Airbus A319-100	 	577242, 577248	 	CFM56-5B5/P
	2458
	 	Airbus A319-100	 	V11927, V11930	 	IAE V2524-A5






 









 






	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 
	 	 	Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	2470
	 	Airbus A319-100	 	V11942, V11946	 	IAE V2524-A5
	2473
	 	Airbus A319-100	 	V11950, V11963	 	IAE V2524-A5
	2476
	 	Airbus A321-200	 	V11929, V11931	 	IAE V2533-A5
	2485
	 	Airbus A319-100	 	V11952, V11965	 	IAE V2524-A5
	2490
	 	Airbus A319-100	 	V11960, V11971	 	IAE V2524-A5
	2505
	 	Airbus A319-100	 	V11989, V11991	 	IAE V2524-A5
	2542
	 	Airbus A320-200	 	577371, 577372	 	CFM56-5B4/P
	2574
	 	Airbus A319-100	 	V12063, V12067	 	IAE V2524-A5
	2579
	 	Airbus A319-100	 	V12054, V12056	 	IAE V2524-A5
	2590
	 	Airbus A321-200	 	V12070, V12072	 	IAE V2533-A5
	2667
	 	Airbus A319-100	 	V12161, V12163	 	IAE V2524-A5
	2673
	 	Airbus A319-100	 	V12204, V12239	 	IAE V2524-A5
	2679
	 	Airbus A319-100	 	V12199, V12207	 	IAE V2524-A5
	2698
	 	Airbus A319-100	 	V12196, V12205	 	IAE V2524-A5
	2704
	 	Airbus A319-100	 	V12230, V12232	 	IAE V2524-A5
	2708
	 	Airbus A320-200	 	577506, 577507	 	CFM56-5B4/P
	2711
	 	Airbus A319-100	 	V12218, V12225	 	IAE V2524-A5
	2723
	 	Airbus A319-100	 	V12244, V12246	 	IAE V2524-A5
	2731
	 	Airbus A320-200	 	V12223, V12227	 	IAE V2527-A5
	2741
	 	Airbus A321-200	 	V12273, V12275	 	IAE V2533-A5
	2743
	 	Airbus A320-200	 	577543, 577544	 	CFM56-5B4/P
	2759
	 	Airbus A321-200	 	V12291, V12293	 	IAE V2533-A5
	2767
	 	Airbus A321-200	 	V12302, V12304	 	IAE V2533-A5
	2770
	 	Airbus A320-200	 	577587, 577590	 	CFM56-5B4/P
	2809
	 	Airbus A321-200	 	V12323, V12325	 	IAE V2533-A5
	2815
	 	Airbus A319-100	 	V12310, V12320	 	IAE V2524-A5
	2899
	 	Airbus A320-200	 	577752, 577753	 	CFM56-5B4/P
	2901
	 	Airbus A319-100	 	V12403, V12405	 	IAE V2524-A5
	2922
	 	Airbus A320-200	 	V12408, V12410	 	IAE V2527-A5
	2936
	 	Airbus A321-200	 	V12418, V12430	 	IAE V2533-A5
	2940
	 	Airbus A319-100	 	V12444, V12453	 	IAE V2524-A5






 









 






	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 
	 	 	Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	2948
	 	Airbus A319-100	 	V12450, V12485	 	IAE V2524-A5
	2969
	 	Airbus A319-100	 	V12452, V12469	 	IAE V2524-A5
	2978
	 	Airbus A319-100	 	V12474, V12478	 	IAE V2524-A5
	2983
	 	Airbus A319-100	 	V12482, V12484	 	IAE V2524-A5
	3007
	 	Airbus A319-100	 	V12458, V12496	 	IAE V2524-A5
	3012
	 	Airbus A320-200	 	V12480, V12489	 	IAE V2527-A5
	3017
	 	Airbus A319-100	 	V12506, V12512	 	IAE V2524-A5
	3020
	 	Airbus A319-100	 	V12527, V12531	 	IAE V2524-A5
	3026
	 	Airbus A319-100	 	V12518, V12537	 	IAE V2524-A5
	3067
	 	Airbus A321-200	 	V12542, V12548	 	IAE V2533-A5
	3075
	 	Airbus A321-200	 	V12558, V12560	 	IAE V2533-A5
	3089
	 	Airbus A320-200	 	V12567, V12569	 	IAE V2527-A5
	3105
	 	Airbus A320-200	 	V12573, V12575	 	IAE V2527-A5
	3112
	 	Airbus A321-200	 	V12593, V12609	 	IAE V2533-A5
	3114
	 	Airbus A319-100	 	V12588, V12595	 	IAE V2527M-A5
	3116
	 	Airbus A319-100	 	V12583, V12590	 	IAE V2527M-A5
	3120
	 	Airbus A321-200	 	V12601, V12603	 	IAE V2533-A5
	3123
	 	Airbus A320-200	 	697250, 697251	 	CFM56-5B4/P
	3124
	 	Airbus A319-100	 	V12600, V12630	 	IAE V2527M-A5
	3129
	 	Airbus A320-200	 	697254, 697256	 	CFM56-5B4/P
	3131
	 	Airbus A320-200	 	697246, 697265	 	CFM56-5B4/P
	3144
	 	Airbus A319-100	 	V12626, V12628	 	IAE V2524-A5
	3153
	 	Airbus A320-200	 	697294, 697296	 	CFM56-5B4/P
	3165
	 	Airbus A319-100	 	V12607, V12632	 	IAE V2524-A5
	3258
	 	Airbus A319-100	 	V12709, V12734	 	IAE V2524-A5
	3269
	 	Airbus A319-100	 	V12717, V12720	 	IAE V2524-A5
	3270
	 	Airbus A320-200	 	V12721, V12725	 	IAE V2527-A5
	3311
	 	Airbus A319-100	 	V12780, V12782	 	IAE V2524-A5
	3342
	 	Airbus A319-100	 	V12789, V12791	 	IAE V2524-A5
	3366
	 	Airbus A320-200	 	697586, 697588	 	CFM56-5B4/3
	3440
	 	Airbus A320-200	 	697677, 697681	 	CFM56-5B4/3






 









 






	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 
	 	 	Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	3444
	 	Airbus A320-200	 	697679, 697683	 	CFM56-5B4/3
	3456
	 	Airbus A320-200	 	697764, 697765	 	CFM56-5B4/3
	3463
	 	Airbus A319-100	 	V12891, V12893	 	IAE V2524-A5
	3476
	 	Airbus A320-200	 	697718, 697724	 	CFM56-5B4/3
	3491
	 	Airbus A319-100	 	V12908, V12912	 	IAE V2524-A5
	3501
	 	Airbus A320-200	 	697766, 697779	 	CFM56-5B4/3
	3590
	 	Airbus A319-100	 	V13000, V13002	 	IAE V2524-A5
	3599
	 	Airbus A320-200	 	697903, 697904	 	CFM56-5B4/3
	29356
	 	Boeing 737-700	 	892110, 892112	 	CFM56-7B22
	29357
	 	Boeing 737-700	 	892238, 893236	 	CFM56-7B24
	29358
	 	Boeing 737-700	 	892276, 892279	 	CFM56-7B24
	29361
	 	Boeing 737-700	 	892350, 893348	 	CFM56-7B24
	29362
	 	Boeing 737-700	 	893383, 893384	 	CFM56-7B24
	29364
	 	Boeing 737-700	 	892611, 892612	 	CFM56-7B24
	29365
	 	Boeing 737-700	 	892644, 892649	 	CFM56-7B24
	29366
	 	Boeing 737-700	 	892720, 893709	 	CFM56-7B24
	29367
	 	Boeing 737-700	 	892774, 892775	 	CFM56-7B24
	29368
	 	Boeing 737-800	 	892801, 892802	 	CFM56-7B26
	29369
	 	Boeing 737-800	 	892857, 893860	 	CFM56-7B26
	29370
	 	Boeing 737-700	 	894369, 894370	 	CFM56-7B24
	29371
	 	Boeing 737-700	 	894201, 894224	 	CFM56-7B24
	29372
	 	Boeing 737-700	 	894345, 894357	 	CFM56-7B24
	29373
	 	Boeing 737-800	 	894437, 894438	 	CFM56-7B26
	29374
	 	Boeing 737-800	 	894504, 894505	 	CFM56-7B26
	30038
	 	Boeing 737-700	 	892147, 893142	 	CFM56-7B22
	30660
	 	Boeing 737-800	 	890461, 890462	 	CFM56-7B27/B1
	30666
	 	Boeing 737-800	 	890740, 890741	 	CFM56-7B26
	30670
	 	Boeing 737-800	 	890786, 890787	 	CFM56-7B26
	30673
	 	Boeing 737-800	 	890824, 890826	 	CFM56-7B27/B1
	30679
	 	Boeing 737-800	 	890621, 890622	 	CFM56-7B27/B1
	30680
	 	Boeing 737-800	 	890618, 890619	 	CFM56-7B26






 









 






	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 
	 	 	Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	30681
	 	Boeing 737-800	 	892286, 892287	 	CFM56-7B26
	30682
	 	Boeing 737-800	 	892314, 893316	 	CFM56-7B26
	30683
	 	Boeing 737-800	 	892306, 892307	 	CFM56-7B27
	30685
	 	Boeing 737-800	 	892543, 892544	 	CFM56-7B26
	30686
	 	Boeing 737-800	 	892360, 892364	 	CFM56-7B26
	30690
	 	Boeing 737-800	 	890644, 891637	 	CFM56-7B26
	30691
	 	Boeing 737-800	 	892363, 893365	 	CFM56-7B26
	30692
	 	Boeing 737-800	 	890634, 891633	 	CFM56-7B26
	30693
	 	Boeing 737-800	 	890660, 891655	 	CFM56-7B26
	30694
	 	Boeing 737-800	 	892693, 892694	 	CFM56-7B26
	30695
	 	Boeing 737-800	 	892758, 892761	 	CFM56-7B26
	30696
	 	Boeing 737-800	 	892763, 892764	 	CFM56-7B26
	30697
	 	Boeing 737-800	 	892811, 892812	 	CFM56-7B26
	30698
	 	Boeing 737-800	 	892803, 892804	 	CFM56-7B26
	30699
	 	Boeing 737-800	 	892847, 892848	 	CFM56-7B26
	30700
	 	Boeing 737-800	 	892864, 892865	 	CFM56-7B26
	30701
	 	Boeing 737-800	 	892871, 892872	 	CFM56-7B26
	30702
	 	Boeing 737-800	 	892882, 892883	 	CFM56-7B26
	30703
	 	Boeing 737-800	 	892905, 892906	 	CFM56-7B26
	30704
	 	Boeing 737-800	 	892948, 892949	 	CFM56-7B26
	30705
	 	Boeing 737-800	 	892983, 892985	 	CFM56-7B26
	30708
	 	Boeing 737-800	 	894263, 894264	 	CFM56-7B26
	30709
	 	Boeing 737-800	 	892897, 892904	 	CFM56-7B26
	30711
	 	Boeing 737-800	 	894412, 894413	 	CFM56-7B26
	30715
	 	Boeing 737-800	 	894560, 894561	 	CFM56-7B26
	30716
	 	Boeing 737-800	 	894514, 894515	 	CFM56-7B26
	30718
	 	Boeing 737-800	 	894607, 894608	 	CFM56-7B26
	30723
	 	Boeing 737-800	 	894656, 894675	 	CFM56-7B26/3
	30725
	 	Boeing 737-800	 	894691, 894692	 	CFM56-7B26/3
	30728
	 	Boeing 737-800	 	894883, 894911	 	CFM56-7B26/3
	30733
	 	Boeing 737-800	 	896143, 896144	 	CFM56-7B27/3






 









 






	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 
	 	 	Manufacturer	 	 	 	Engine Manufacturer and
	Airframe MSN	 	and Model	 	Engine MSNs	 	Model
	32706
	 	Boeing 777-300ER	 	906139, 906140	 	GE90-115BG01
	32707
	 	Boeing 777-300ER	 	906170, 906175	 	GE90-115BG02
	32708
	 	Boeing 777-300ER	 	906171, 906172	 	GE90-115BG01
	32709
	 	Boeing 777-300ER	 	906197, 906199	 	GE90-115BG02
	32710
	 	Boeing 777-300ER	 	906212, 906214	 	GE90-115BG02
	32713
	 	Boeing 777-300ER	 	906300, 906301	 	GE90-115BG02
	32714
	 	Boeing 777-300ER	 	906321, 906322	 	GE90-115BG02
	32715
	 	Boeing 777-300ER	 	906230, 906232	 	GE90-115BG02
	32718
	 	Boeing 777-200ER	 	900475, 900476	 	GE90-94B
	32719
	 	Boeing 777-200ER	 	900481, 900482	 	GE90-94B
	32728
	 	Boeing 777-300ER	 	906237, 906250	 	GE90-115BG02
	32729
	 	Boeing 777-300ER	 	906285, 906286	 	GE90-115BG02
	32730
	 	Boeing 777-300ER	 	906235, 906236	 	GE90-115BG02
	32799
	 	Boeing 737-800	 	890756, 890757	 	CFM56-7B26
	32800
	 	Boeing 737-800	 	892325, 892326	 	CFM56-7B26
	32801
	 	Boeing 737-800	 	892300, 892301	 	CFM56-7B26
	32802
	 	Boeing 737-800	 	892404, 892405	 	CFM56-7B26
	32842
	 	Boeing 737-700	 	893601, 893602	 	CFM56-7B22
	33006
	 	Boeing 737-800	 	892944, 892945	 	CFM56-7B26
	33007
	 	Boeing 737-800	 	892951, 892954	 	CFM56-7B26
	33008
	 	Boeing 737-700	 	892399, 893389	 	CFM56-7B24
	33009
	 	Boeing 737-700	 	892413, 892414	 	CFM56-7B24
	33501
	 	Boeing 777-300ER	 	906148, 906149	 	GE90-115BG01
	33793
	 	Boeing 737-700	 	892172, 893136	 	CFM56-7B22
	35271
	 	Boeing 737-800	 	896375, 896378	 	CFM56-7B26/3
	35273
	 	Boeing 737-800	 	896401, 897371	 	CFM56-7B26/3
	35281
	 	Boeing 737-800	 	896729, 896730	 	CFM56-7B26/3
	35289
	 	Boeing 737-800	 	802135, 802136	 	CFM56-7B26/3






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 
	3614
	 	Airbus A319-100	 	IAE V2524-A5	 	V13014	 	V13016	 	 	 	 	 	 
	3484
	 	Airbus A320-200	 	IAE V2527-A5	 	V12913	 	V12918	 	 	 	 	 	 
	3519
	 	Airbus A320-200	 	IAE V2527-A5	 	V12949	 	V12953	 	 	 	 	 	 
	30658
	 	Boeing B737-800	 	CFM56-7B26	 	890450	 	890451	 	 	 	 	 	 
	30665
	 	Boeing B737-800	 	CFM56-7B26	 	890690	 	890691	 	 	 	 	 	 
	32798
	 	Boeing B737-800	 	CFM56-7B26	 	890765	 	890766	 	 	 	 	 	 
	1884
	 	Airbus A319-100	 	CFM56-5B6/P	 	575514	 	575515	 	 	 	 	 	 
	1901
	 	Airbus A319-100	 	CFM56-5B6/P	 	575532	 	575533	 	 	 	 	 	 
	529
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41255	 	41258	 	 	 	 	 	 
	3446
	 	Airbus A320-200	 	CFM56-5B4/3	 	697693	 	697695	 	 	 	 	 	 
	3473
	 	Airbus A320-200	 	CFM56-5B4/3	 	697697	 	697721	 	 	 	 	 	 
	3490
	 	Airbus A320-200	 	CFM56-5B4/3	 	697750	 	697751	 	 	 	 	 	 
	3494
	 	Airbus A320-200	 	CFM56-5B4/3	 	697758	 	697759	 	 	 	 	 	 
	1874
	 	Airbus A320-200	 	CFM56-5B4/P	 	575483	 	575487	 	 	 	 	 	 
	35298
	 	Boeing B777-300ER	 	GE90-115BG02	 	906315	 	906316	 	 	 	 	 	 
	35784
	 	Boeing B777-300ER	 	GE90-115BG02	 	906641	 	906642	 	 	 	 	 	 
	3361
	 	Airbus A320-200	 	CFM56-5B4/3	 	697512	 	697591	 	 	 	 	 	 
	3396
	 	Airbus A320-200	 	CFM56-5B4/3	 	697619	 	697620	 	 	 	 	 	 
	3425
	 	Airbus A320-200	 	CFM56-5B4/3	 	697655	 	697660	 	 	 	 	 	 
	3475
	 	Airbus A320-200	 	CFM56-5B4/3	 	697727	 	697731	 	 	 	 	 	 
	505
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41239	 	41240	 	 	 	 	 	 
	526
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41257	 	41259	 	 	 	 	 	 
	30654
	 	Boeing B737-800	 	CFM56-7B27	 	890387	 	890388	 	 	 	 	 	 
	30671
	 	Boeing B737-800	 	CFM56-7B27	 	890411	 	890413	 	 	 	 	 	 
	32796
	 	Boeing B737-800	 	CFM56-7B27	 	890337	 	890338	 	 	 	 	 	 
	33699
	 	Boeing B737-800	 	CFM56-7B27	 	890398	 	891414	 	 	 	 	 	 
	2124
	 	Airbus A319-100	 	CFM56-5B6/2P	 	575927	 	575928	 	 	 	 	 	 
	1913
	 	Airbus A320-200	 	CFM56-5B4/2P	 	575913	 	575914	 	 	 	 	 	 
	2065
	 	Airbus A320-200	 	CFM56-5B4/2P	 	575919	 	575922	 	 	 	 	 	 
	1978
	 	Airbus A321-200	 	CFM56-5B3/2P	 	575920	 	575921	 	 	 	 	 	 
	2208
	 	Airbus A321-200	 	CFM56-5B3/2P	 	575929	 	575930	 	 	 	 	 	 
	2213
	 	Airbus A319-100	 	CFM56-5B7/P	 	575799	 	575801	 	 	 	 	 	 
	2228
	 	Airbus A319-100	 	CFM56-5B7/P	 	575815	 	575816	 	 	 	 	 	 
	2279
	 	Airbus A319-100	 	CFM56-5B7/P	 	575885	 	575888	 	 	 	 	 	 
	3065
	 	Airbus A319-100	 	CFM56-5B7/P	 	697182	 	697183	 	 	 	 	 	 
	1924
	 	Airbus A320-200	 	CFM56-5B4/P	 	575534	 	575535	 	 	 	 	 	 
	1949
	 	Airbus A320-200	 	CFM56-5B4/P	 	575554	 	575555	 	 	 	 	 	 
	2705
	 	Airbus A320-200	 	CFM56-5B4/P	 	577504	 	577505	 	 	 	 	 	 
	2721
	 	Airbus A320-200	 	CFM56-5B4/P	 	577526	 	577530	 	 	 	 	 	 
	3051
	 	Airbus A321-200	 	CFM56-5B3/P	 	697174	 	697175	 	 	 	 	 	 
	3098
	 	Airbus A321-200	 	CFM56-5B3/P	 	697241	 	697249	 	 	 	 	 	 
	3441
	 	Airbus A321-200	 	CFM56-5B3/3	 	697456	 	697685	 	 	 	 	 	 
	3401
	 	Airbus A321-200	 	CFM56-5B3/3	 	697629	 	697672	 	 	 	 	 	 
	3419
	 	Airbus A321-200	 	CFM56-5B3/3	 	697663	 	697669	 	 	 	 	 	 
	3372
	 	Airbus A321-200	 	CFM56-5B3/3	 	697515	 	697607	 	 	 	 	 	 
	3399
	 	Airbus A321-200	 	CFM56-5B3/3	 	697634	 	697635	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 
	503
	 	Airbus A330-200	 	CF6-80E1-A3	 	811201	 	811202	 	 	 	 	 	 
	519
	 	Airbus A330-200	 	CF6-80E1-A3	 	811218	 	811219	 	 	 	 	 	 
	584
	 	Airbus A330-200	 	CF6-80E1-A3	 	811248	 	811249	 	 	 	 	 	 
	635
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41308	 	41309	 	 	 	 	 	 
	32868
	 	Boeing B747-400	 	CF6-80C2-B1F	 	706539	 	706540	 	706541	 	 	706542	 
	35279
	 	Boeing B737-800	 	CFM56-7B26/3	 	896551	 	896552	 	 	 	 	 	 
	32869
	 	Boeing B747-400	 	CF6-80C2-B1F	 	706551	 	706552	 	706553	 	 	706554	 
	32871
	 	Boeing B747-400	 	CF6-80C2-B1F	 	706623	 	706624	 	706625	 	 	706626	 
	32870
	 	Boeing B747-400ERF	 	CF6-80C2-B5F	 	706627	 	706628	 	706629	 	 	706630	 
	32867
	 	Boeing B747-400ERF	 	CF6-80C2-B5F	 	706514	 	706515	 	706516	 	 	706517	 
	29402
	 	Boeing B777-200ER	 	Pratt & Whitney PW4090	 	P222225	 	P222226	 	 	 	 	 	 
	35782
	 	Boeing B777-300ER	 	GE90-115BG02	 	906603	 	906607	 	 	 	 	 	 
	35783
	 	Boeing B777-300ER	 	GE90-115BG02	 	906621	 	906622	 	 	 	 	 	 
	32723
	 	Boeing B777-300ER	 	GE90-115BG01	 	906108	 	906109	 	 	 	 	 	 
	32724
	 	Boeing B777-300ER	 	GE90-115BG01	 	906112	 	906113	 	 	 	 	 	 
	32850
	 	Boeing B777-300ER	 	GE90-115BG01	 	906129	 	906130	 	 	 	 	 	 
	32852
	 	Boeing B777-300ER	 	GE90-115BG01	 	906143	 	906144	 	 	 	 	 	 
	32725
	 	Boeing B777-300ER	 	GE90-115BG01	 	906134	 	906137	 	 	 	 	 	 
	32711
	 	Boeing B777-300ER	 	GE90-115BG01	 	906131	 	906132	 	 	 	 	 	 
	35297
	 	Boeing B777-300ER	 	GE90-115BG02	 	906377	 	906378	 	 	 	 	 	 
	739
	 	Airbus A330-200	 	Pratt & Whitney PW4168A	 	P733595	 	P733596	 	 	 	 	 	 
	911
	 	Airbus A330-200	 	Pratt & Whitney PW4168A	 	P733657	 	P733658	 	 	 	 	 	 
	3033
	 	Airbus A320-200	 	IAE V2527-A5	 	V12523	 	V12525	 	 	 	 	 	 
	3066
	 	Airbus A320-200	 	IAE V2527-A5	 	V12538	 	V12553	 	 	 	 	 	 
	3074
	 	Airbus A320-200	 	IAE V2527-A5	 	V12546	 	V12555	 	 	 	 	 	 
	3462
	 	Airbus A321-200	 	IAE V2533-A5	 	V12902	 	V12904	 	 	 	 	 	 
	3527
	 	Airbus A321-200	 	IAE V2533-A5	 	V12923	 	V12946	 	 	 	 	 	 
	679
	 	Airbus A330-300	 	Rolls Royce TRENT 772-60	 	41340	 	41341	 	 	 	 	 	 
	581
	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41188	 	41288	 	 	 	 	 	 
	692
	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41348	 	41349	 	 	 	 	 	 
	716
	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41357	 	41358	 	 	 	 	 	 
	741
	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41380	 	41381	 	 	 	 	 	 
	786
	 	Airbus A330-300	 	Rolls Royce TRENT 772B-60	 	41417	 	41418	 	 	 	 	 	 
	35274
	 	Boeing B737-800	 	CFM56-7B24/3	 	896420	 	897396	 	 	 	 	 	 
	35276
	 	Boeing B737-800	 	CFM56-7B24/3	 	896513	 	896514	 	 	 	 	 	 
	35285
	 	Boeing B737-800	 	CFM56-7B24/3	 	896958	 	896961	 	 	 	 	 	 
	34432
	 	Boeing B777-300ER	 	GE90-115BG04	 	906373	 	906382	 	 	 	 	 	 
	35299
	 	Boeing B777-300ER	 	GE90-115BG04	 	906354	 	906381	 	 	 	 	 	 
	35300
	 	Boeing B777-300ER	 	GE90-115BG02	 	906432	 	906433	 	 	 	 	 	 
	35301
	 	Boeing B777-300ER	 	GE90-115BG04	 	906474	 	906475	 	 	 	 	 	 
	30037
	 	Boeing B737-700	 	CFM56-7B24	 	890719	 	890720	 	 	 	 	 	 
	30727
	 	Boeing B737-700	 	CFM56-7B22	 	888675	 	888679	 	 	 	 	 	 
	30033
	 	Boeing B737-800	 	CFM56-7B27/B1	 	888587	 	888741	 	 	 	 	 	 
	30643
	 	Boeing B737-800	 	CFM56-7B27/B1	 	888844	 	888902	 	 	 	 	 	 
	822
	 	Airbus A330-200	 	Pratt & Whitney PW4168A	 	P733621	 	P733622	 	 	 	 	 	 
	3428
	 	Airbus A319-100	 	IAE V2524-A5	 	V12867	 	V12871	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 
	3685
	 	Airbus A319-100	 	IAE V2524-A5	 	V13066	 	V13068	 	 	 	 	 	 
	2793
	 	Airbus A321-200	 	IAE V2533-A5	 	V12305	 	V12307	 	 	 	 	 	 
	3458
	 	Airbus A321-200	 	IAE V2533-A5	 	V12892	 	V12894	 	 	 	 	 	 
	3522
	 	Airbus A321-200	 	IAE V2533-A5	 	V12931	 	V12933	 	 	 	 	 	 
	1912
	 	Airbus A319-100	 	IAE V2524-A5	 	V11399	 	V11402	 	 	 	 	 	 
	1962
	 	Airbus A319-100	 	IAE V2524-A5	 	V11447	 	V11454	 	 	 	 	 	 
	1850
	 	Airbus A321-200	 	IAE V2533-A5	 	V11361	 	V11362	 	 	 	 	 	 
	1926
	 	Airbus A321-200	 	IAE V2533-A5	 	V11415	 	V11417	 	 	 	 	 	 
	2113
	 	Airbus A319-100	 	CFM56-5B5/P	 	575724	 	575725	 	 	 	 	 	 
	2122
	 	Airbus A319-100	 	CFM56-5B5/P	 	575732	 	575740	 	 	 	 	 	 
	2186
	 	Airbus A319-100	 	CFM56-5B5/P	 	575765	 	575769	 	 	 	 	 	 
	2332
	 	Airbus A319-100	 	CFM56-5B5/P	 	577137	 	577138	 	 	 	 	 	 
	2382
	 	Airbus A319-100	 	CFM56-5B5/P	 	577172	 	577184	 	 	 	 	 	 
	2142
	 	Airbus A320-200	 	CFM56-5B4/P	 	575701	 	575703	 	 	 	 	 	 
	2189
	 	Airbus A320-200	 	CFM56-5B4/P	 	575790	 	575792	 	 	 	 	 	 
	2291
	 	Airbus A320-200	 	CFM56-5B4/P	 	577104	 	577114	 	 	 	 	 	 
	2665
	 	Airbus A320-200	 	CFM56-5B4/P	 	577469	 	577470	 	 	 	 	 	 
	3056
	 	Airbus A320-200	 	CFM56-5B4/P	 	697159	 	697160	 	 	 	 	 	 
	2768
	 	Airbus A320-200	 	CFM56-5B4/P	 	577580	 	577581	 	 	 	 	 	 
	3068
	 	Airbus A320-200	 	CFM56-5B4/P	 	697157	 	697158	 	 	 	 	 	 
	811
	 	Airbus A330-200	 	CF6-80E1-A3	 	811404	 	811406	 	 	 	 	 	 
	29399
	 	Boeing B777-200ER	 	GE90-94B	 	900459	 	900461	 	 	 	 	 	 
	32720
	 	Boeing B777-200ER	 	GE90-94B	 	900478	 	900480	 	 	 	 	 	 
	32721
	 	Boeing B777-200ER	 	GE90-94B	 	900499	 	900500	 	 	 	 	 	 
	35295
	 	Boeing B777-200ER	 	GE90-94B	 	900491	 	900492	 	 	 	 	 	 
	2085
	 	Airbus A320-200	 	IAE V2527-A5	 	V11524	 	V11531	 	 	 	 	 	 
	2173
	 	Airbus A320-200	 	IAE V2527-A5	 	V11634	 	V11636	 	 	 	 	 	 
	2594
	 	Airbus A320-200	 	IAE V2527-A5	 	V12087	 	V12089	 	 	 	 	 	 
	29401
	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51485	 	51486	 	 	 	 	 	 
	29403
	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51504	 	51508	 	 	 	 	 	 
	29404
	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51477	 	51478	 	 	 	 	 	 
	32712
	 	Boeing B777-200ER	 	Rolls Royce TRENT 895-17	 	51489	 	51490	 	 	 	 	 	 
	30649
	 	Boeing B737-700	 	CFM56-7B24	 	888772	 	888779	 	 	 	 	 	 
	30652
	 	Boeing B737-800	 	CFM56-7B26	 	889705	 	889706	 	 	 	 	 	 
	30721
	 	Boeing B737-800	 	CFM56-7B26/3	 	894612	 	894618	 	 	 	 	 	 
	35272
	 	Boeing B737-800	 	CFM56-7B26/3	 	896356	 	896357	 	 	 	 	 	 
	35284
	 	Boeing B737-800	 	CFM56-7B26/3	 	896787	 	896789	 	 	 	 	 	 
	35287
	 	Boeing B737-800	 	CFM56-7B26/3	 	896978	 	896979	 	 	 	 	 	 
	725
	 	Airbus A330-300	 	CF6-80E1-A4	 	811349	 	811350	 	 	 	 	 	 
	2761
	 	Airbus A320-200	 	CFM56-5B4/P	 	577572	 	577573	 	 	 	 	 	 
	2785
	 	Airbus A320-200	 	CFM56-5B4/P	 	577594	 	577596	 	 	 	 	 	 
	2794
	 	Airbus A320-200	 	CFM56-5B4/P	 	577621	 	577625	 	 	 	 	 	 
	2798
	 	Airbus A320-200	 	CFM56-5B4/P	 	577623	 	577626	 	 	 	 	 	 
	2962
	 	Airbus A320-200	 	CFM56-5B4/P	 	577815	 	577818	 	 	 	 	 	 
	2988
	 	Airbus A320-200	 	CFM56-5B4/P	 	577851	 	577852	 	 	 	 	 	 
	3083
	 	Airbus A320-200	 	CFM56-5B4/P	 	697193	 	697198	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 
	3321
	 	Airbus A320-200	 	CFM56-5B4/3	 	697532	 	697537	 	 	 	 	 	 
	3529
	 	Airbus A320-200	 	CFM56-5B4/3	 	697781	 	697782	 	 	 	 	 	 
	814
	 	Airbus A330-200	 	CF6-80E1-A4B	 	811407	 	811408	 	 	 	 	 	 
	3421
	 	Airbus A319-100	 	IAE V2524-A5	 	V12858	 	V12860	 	 	 	 	 	 
	3424
	 	Airbus A319-100	 	IAE V2524-A5	 	V12862	 	V12865	 	 	 	 	 	 
	3454
	 	Airbus A319-100	 	IAE V2524-A5	 	V12882	 	V12890	 	 	 	 	 	 
	3694
	 	Airbus A319-100	 	IAE V2524-A5	 	V13082	 	V13084	 	 	 	 	 	 
	462
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41224	 	41225	 	 	 	 	 	 
	29395
	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51285	 	51287	 	 	 	 	 	 
	28687
	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51416	 	51417	 	 	 	 	 	 
	29396
	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51378	 	51379	 	 	 	 	 	 
	32697
	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51371	 	51372	 	 	 	 	 	 
	32699
	 	Boeing B777-300	 	Rolls Royce TRENT 892-17	 	51397	 	51398	 	 	 	 	 	 
	2389
	 	Airbus A319-100	 	IAE V2522-A5	 	V11855	 	V11856	 	 	 	 	 	 
	2429
	 	Airbus A319-100	 	IAE V2522-A5	 	V11877	 	V11887	 	 	 	 	 	 
	2694
	 	Airbus A319-100	 	IAE V2522-A5	 	V12188	 	V12198	 	 	 	 	 	 
	2697
	 	Airbus A319-100	 	IAE V2522-A5	 	V12206	 	V12208	 	 	 	 	 	 
	2720
	 	Airbus A319-100	 	IAE V2522-A5	 	V12236	 	V12238	 	 	 	 	 	 
	706
	 	Airbus A340-600	 	Rolls Royce TRENT 556-61	 	71342	 	71343	 	71344	 	 	71363	 
	723
	 	Airbus A340-600	 	Rolls Royce TRENT 556-61	 	71362	 	71364	 	71365	 	 	71369	 
	30687
	 	Boeing B737-700	 	CFM56-7B24	 	894609	 	894610	 	 	 	 	 	 
	30710
	 	Boeing B737-700	 	CFM56-7B24	 	894464	 	894467	 	 	 	 	 	 
	30040
	 	Boeing B737-800	 	CFM56-7B27	 	892344	 	892346	 	 	 	 	 	 
	32841
	 	Boeing B737-800	 	CFM56-7B27	 	893370	 	893371	 	 	 	 	 	 
	1866
	 	Airbus A319-100	 	CFM56-5B6/P	 	575504	 	575505	 	 	 	 	 	 
	1872
	 	Airbus A319-100	 	CFM56-5B6/P	 	575508	 	575509	 	 	 	 	 	 
	1882
	 	Airbus A319-100	 	CFM56-5B6/P	 	575516	 	575517	 	 	 	 	 	 
	1925
	 	Airbus A319-100	 	CFM56-5B6/P	 	575544	 	575545	 	 	 	 	 	 
	2198
	 	Airbus A319-100	 	CFM56-5B5/P	 	575780	 	575783	 	 	 	 	 	 
	2209
	 	Airbus A319-100	 	CFM56-5B5/P	 	575776	 	575795	 	 	 	 	 	 
	2236
	 	Airbus A319-100	 	CFM56-5B5/P	 	575824	 	575830	 	 	 	 	 	 
	1223
	 	Airbus A319-100	 	IAE V2524-A5	 	V10719	 	V10773	 	 	 	 	 	 
	1281
	 	Airbus A319-100	 	IAE V2524-A5	 	V10778	 	V10779	 	 	 	 	 	 
	1463
	 	Airbus A319-100	 	IAE V2524-A5	 	V10933	 	V10936	 	 	 	 	 	 
	1156
	 	Airbus A320-200	 	IAE V2527-A5	 	V10655	 	V10658	 	 	 	 	 	 
	1398
	 	Airbus A320-200	 	IAE V2527-A5	 	V10885	 	V10894	 	 	 	 	 	 
	1452
	 	Airbus A320-200	 	IAE V2527-A5	 	V10943	 	V10946	 	 	 	 	 	 
	1110
	 	Airbus A320-200	 	IAE V2527-A5	 	V10620	 	V10621	 	 	 	 	 	 
	28262
	 	Boeing B737-700	 	CFM56-7B22	 	890962	 	890967	 	 	 	 	 	 
	29363
	 	Boeing B737-700	 	CFM56-7B22	 	890649	 	891646	 	 	 	 	 	 
	33786
	 	Boeing B737-700	 	CFM56-7B22	 	890620	 	891616	 	 	 	 	 	 
	33787
	 	Boeing B737-700	 	CFM56-7B22	 	890658	 	891654	 	 	 	 	 	 
	33791
	 	Boeing B737-700	 	CFM56-7B22	 	890954	 	891938	 	 	 	 	 	 
	33792
	 	Boeing B737-700	 	CFM56-7B22	 	890976	 	890977	 	 	 	 	 	 
	30662
	 	Boeing B737-700	 	CFM56-7B24	 	890573	 	890577	 	 	 	 	 	 
	30663
	 	Boeing B737-700	 	CFM56-7B24	 	890584	 	890585	 	 	 	 	 	 
	30677
	 	Boeing B737-700	 	CFM56-7B22	 	890868	 	890869	 	 	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 
	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 
	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 
	30039
	 	Boeing B737-800	 	CFM56-7B26	 	877654	 	889548	 	 	 	 	 	 
	30675
	 	Boeing B737-800	 	CFM56-7B26	 	888459	 	888586	 	 	 	 	 	 
	30032
	 	Boeing B737-800	 	CFM56-7B27	 	889643	 	889654	 	 	 	 	 	 
	30689
	 	Boeing B737-800	 	CFM56-7B27	 	889493	 	889494	 	 	 	 	 	 
	30332
	 	Boeing B737-800	 	CFM56-7B27	 	888214	 	889252	 	 	 	 	 	 
	28237
	 	Boeing B737-800	 	CFM56-7B26	 	888197	 	888201	 	 	 	 	 	 
	28689
	 	Boeing B777-200ER	 	GE90-94B	 	900359	 	900360	 	 	 	 	 	 
	28692
	 	Boeing B777-200ER	 	GE90-94B	 	900353	 	900354	 	 	 	 	 	 
	28678
	 	Boeing B777-200ER	 	GE90-90B	 	900323	 	900324	 	 	 	 	 	 
	28679
	 	Boeing B777-200ER	 	GE90-90B	 	900329	 	900330	 	 	 	 	 	 
	625
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41296	 	41297	 	 	 	 	 	 
	632
	 	Airbus A330-200	 	Rolls Royce TRENT 772B-60	 	41303	 	41304	 	 	 	 	 	 
	30730
	 	Boeing B737-800	 	CFM56-7B27/3	 	894901	 	895884	 	 	 	 	 	 







 











 





SCHEDULE II

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage of
	 	 	Par	 	Certificate	 	Number of	 	Outstanding
	Stock Borrower	 	Value	 	No(s).	 	Shares	 	Shares
	TOP AIRCRAFT, INC.
	 	N/A
	 	1
	 	100
	 	100%
	STATES AIRCRAFT, INC.
	 	N/A
	 	1
	 	100
	 	100%
	SHREWSBURY AIRCRAFT 

LEASING LIMITED
	 	US $1 each
	 	1
	 	10
	 	100%






PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Borrower	 	Certificate No.	 	Beneficial Interest
	N/A
	 	N/A
	 	N/A






PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Issuer	 	Certificate No.	 	Membership Interest
	N/A
	 	N/A
	 	N/A






 









 





SCHEDULE III

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




TRADE NAMES





	1.	 	Grantor: International Lease Finance Corporation


Trade Name: ILFC




 









 











SCHEDULE IV

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




	 	 	 
	 	 	Chief Executive Office, Chief Place of
	 	 	Business or Registered Office
	Name of Grantor	 	and Organizational ID (if applicable)
	International Lease Finance


	 	10250 Constellation Blvd.
Suite 3400
	Corporation

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 

	 	Organizational ID: C1666861
	 
	 	 
	Top Aircraft, Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 

	 	Organizational ID: C3229725
	 
	 	 
	Shrewsbury Aircraft Leasing Limited

	 	30 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland
	 

	 	Facsimile: +353 1 672 0270
	 

	 	Telephone: +353 1 802 8901
	 
	 

	 	Company Registration Number: 475896
	States Aircraft, Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 

	 	Organizational ID: C3229724
	 
	 	 
	ILFC Ireland Limited

	 	30 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland
	 

	 	Facsimile: +353 1 672 0270
	 

	 	Telephone: +353 1 802 8901
	 
	 	 
	 

	 	Company Registration Number: 209316
	ILFC France S.a.r.l.

	 	52 rue de la Victoire
	 

	 	Paris
	 

	 	France 75009
	 

	 	Facsimile: +33-1-450 363 77
	 

	 	Telephone: +33-1-450 360 36






2









 






	 	 	 
	 	 	Chief Executive Office, Chief Place of
	 	 	Business or Registered Office
	Name of Grantor	 	and Organizational ID (if applicable)
	 

	 	Organizational ID: 513229248
	 
	 	 
	ILFC Labuan Ltd.

	 	Unit #3 (l)
	 

	 	Main Office Tower
	 

	 	Financial Park Labuan
	 

	 	Jalan Merdeka
	 

	 	87000 Labuan
	 

	 	F.T. Labuan
	 

	 	Malaysia
	 

	 	Facsimile: +60 87 427 409
	 

	 	Telephone: +60 87 427 408
	 
	 

	 	Company No.: LL03255






3









 





SCHEDULE V

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




INSURANCE





	1.	 	Obligation to Insure
	 
	 	 	So 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
Security Trustees, the FRBNY and the Lender 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 Insurances
	 
	 	 	The 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 Loan 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 Senior
Security Trustee (for and on behalf of itself and the Senior 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 each of the Secured Parties is also named as a “Contract Party” and shall
ensure that each of the Secured Parties is 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 Senior Security Trustee
(for and on behalf of itself and the other Senior 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 each of
the Secured Parties is also named as a “Contract Party” and shall ensure that each of
the Secured Parties is 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 Security Trustees (on behalf of themselves and the Secured
Parties) shall be named as additional insureds on such policies; provided,
however, that the Grantors shall use reasonable commercial efforts to procure
that each of the Secured Parties is also named as an additional insured and shall ensure
that each of the Secured Parties is also named as an additional insured in respect of
any new Lease. Notwithstanding the foregoing, the legal liability coverage amounts in
respect of the Supplemental Pool Aircraft shall not be required to be maintained in
amounts set forth above if the minimum amounts provided to be maintained under the
Leases thereof on the Effective Date are less, but shall instead be required to be
maintained at such lesser minimum amounts.
	 
	 	(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 Requirements
	 
	 	 	In 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 AIG Funding and the FRBNY, 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 Value
	 
	 	 	For 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 Security Trustees. 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
Senior Security Trustee or (ii) if payable to the Lessee to the Lessee in all circumstances.




2









 






	5.	 	Currency
	 
	 	 	All insurance and reinsurances effected pursuant to this Schedule V shall be payable in
Dollars, save that in the case of the insurances referred to in paragraph 2(c) (if such
denomination is (a) required by the law of the state of registration of the Pool Aircraft; or
(b) the normal practice of airlines in the relevant country that operate aircraft leased from
lessors located outside such country; or (c) otherwise agreed by the Senior Security Trustee)
or paragraph 2(d).
	 
	6.	 	Specific Terms of Insurances
	 
	 	 	Insurance policies which are underwritten in the London and/or other non-US insurance
market and which pertain to financed or leased aircraft equipment contain the coverage and
endorsements described in AVN67B as it may be amended or revised or its equivalent. Each of
the 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 Insurers
	 
	 	 	In reviewing and accepting the insurance brokers (if any) and reinsurance brokers (if
any) and insurers and reinsurers (if any) providing coverage with respect to the 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 each of the
Security Trustees with evidence that the insurances described in this Schedule V are in full
force and effect.
	 
	8.	 	Deductible Amounts, Self-Insurance and Reinsurance
	 
	 	 	With respect to the type of aircraft concerned, the nationality and creditworthiness of
the airline operator, the airline operator’s use and operation thereof and to the scope of
and the amount covered by the insurances carried by the Lessee, the relevant 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.	 	Renewals




3









 






	 	 	The Grantors will monitor the insurances on the Pool Aircraft and their expiration
dates. The relevant Grantor shall, when requested by any Security Trustee, promptly inform
such Security Trustee as to whether or not it has been advised that renewal instructions for
any of the insurances have been given by the airline operator or its broker prior to or on
the scheduled expiry date of the relevant insurance. The relevant Grantor shall promptly
notify each of the Security Trustees 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 each of the Security Trustees evidence of renewal of the insurances
and reinsurance (if any).
	 
	10.	 	Information
	 
	 	 	Subject to applicable confidentiality restrictions, each of the Grantors shall provide
the Security Trustees or shall ensure that the Security Trustees are provided with any
information reasonably requested by them 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.





4









 





EXHIBIT A-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF COLLATERAL SUPPLEMENT




Wells Fargo Bank Northwest, National Association,

as the First Lien Security Trustee,

the Second Lien Security Trustee,

the Third Lien Security and

the Fourth Lien Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




[Date]




Re: Aircraft Mortgage and Security Agreement, dated as of October 13, 2009




Ladies and Gentlemen:



          Reference is made to the Aircraft Mortgage and Security Agreement, dated as of October 13,
2009 (the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a Delaware corporation (“ILFC”), TOP AIRCRAFT, INC., a California corporation
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED, a private limited liability company
incorporated under the laws of Ireland (the “Irish SPC”), STATES AIRCRAFT, INC. a
California corporation (the “California SPC”), ILFC IRELAND LIMITED, a private limited
liability company incorporated under the laws of Ireland (the “Irish Initial Intermediate
Lessee”), ILFC FRANCE S.A.R.L., a société à responsabilité limitée organized under the laws of
France (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD., a Labuan private
limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (the
“Labuan Initial Intermediate Lessee”) and the ADDITIONAL GRANTORS who become grantors under
the Aircraft Mortgage and Security Agreement from time to time (together with ILFC, Holdings, the
Irish SPC, the California SPC, the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee and the Labuan Initial Intermediate Lessee, the “Grantors”) and WELLS
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First Lien
Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and the Fourth
Lien Security Trustee. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Aircraft Mortgage and Security Agreement.


          The undersigned hereby delivers, as of the date first above written, the attached Annexes I
and II pursuant to Section 2.15 of the Aircraft Mortgage and Security Agreement.



 









 







          The undersigned Grantor hereby confirms that the property included in the attached Annexes
constitutes part of the Collateral and hereby makes each representation and warranty set forth in
Section 2.03 of the Aircraft Mortgage and Security Agreement (as supplemented by the attached
Annexes).


          Attached are (i) where required with respect to any Assigned Document (other than an Assigned
Lease) included in the foregoing Collateral, a Consent and Agreement in substantially the form of
Exhibit B to the Aircraft Mortgage and Security Agreement from the counterparty thereto or, with
respect to any Assigned Lease included in the foregoing Collateral, such consents, acknowledgements
and/or notices as are called for under Section 2.06(a) of the Aircraft Mortgage and Security
Agreement and (ii) duly completed copies of Annexes I and II hereto.


          This Collateral Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	[                                        ]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Acknowledged and agreed to as of the date first above written:
	 
	 	 	 	 
	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
	not in its individual capacity, but
solely as the First Lien Security Trustee,
the Second Lien Security Trustee, the Third
Lien Security Trustee and the Fourth Lien
Security Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






 









 





ANNEX I

COLLATERAL SUPPLEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 

	Airframe MSN
	 	Airframe Manufacturer

and Model
	 	Engine MSNs
	 	Engine Manufacturer and

Model
	 
	 	 
	 	 
	 	 





 









 






ANNEX II

COLLATERAL SUPPLEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 

	Stock Borrower
	 	Par

Value
	 	Certificate

No(s).
	 	Number of

Shares
	 	Percentage of

Outstanding

Shares
	 
	 	 
	 	 
	 	 
	 	 





PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 

	Borrower
	 	Certificate No.
	 	Percentage of

Beneficial Interest
	 
	 	 
	 	 





PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 

	Issuer
	 	Certificate No.
	 	Percentage of

Membership Interest
	 
	 	 
	 	 





 









 





EXHIBIT A-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF GRANTOR SUPPLEMENT




Wells Fargo Bank Northwest, National Association,

as the First Lien Security Trustee,

the Second Lien Security Trustee,

the Third Lien Security and

the Fourth Lien Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




[Date]




Re: Aircraft Mortgage and Security Agreement, dated as of October 13, 2009




Ladies and Gentlemen:




Reference is made to the Aircraft Mortgage and Security Agreement, dated as of October 13, 2009
(the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a Delaware corporation (“ILFC”), TOP AIRCRAFT, INC., a California corporation
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED, a private limited liability company
incorporated under the laws of Ireland (the “Irish SPC”), STATES AIRCRAFT, INC. a
California corporation (the “California SPC”), ILFC IRELAND LIMITED, a private limited
liability company incorporated under the laws of Ireland (the “Irish Initial Intermediate
Lessee”), ILFC FRANCE S.A.R.L., a société à responsabilité limitée organized under the laws of
France (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD., a Labuan private
limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (the
“Labuan Initial Intermediate Lessee”) and the ADDITIONAL GRANTORS who become grantors under
the Aircraft Mortgage and Security Agreement from time to time (together with ILFC, Holdings, the
Irish SPC, the California SPC, the Irish Initial Intermediate Lessee, the French Initial
Intermediate Lessee and the Labuan Initial Intermediate Lessee, the “Grantors”) and WELLS
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First Lien
Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and the Fourth
Lien Security Trustee. Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Aircraft Mortgage and Security Agreement.



          The undersigned hereby agrees, as of the date first above written, to become a Grantor under
the Aircraft Mortgage and Security Agreement as if it were an original party thereto and agrees
that each reference in the Aircraft Mortgage and Security Agreement to “Grantor” shall also mean
and be a reference to the undersigned.



 









 







          (A) Grant of Security Interest – First Lien. To secure the First Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the First Lien Security Trustee for its benefit
and the benefit of the other First Lien Secured Parties and hereby grants to the First Lien
Security Trustee for its benefit and the benefit of the other First Lien Secured Parties a first
priority security interest in, all of its right, title and interest in and to the following
(collectively, the “Supplementary Collateral”):


          (a) all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft,
including the Airframe and Engines as the same is now and will hereafter be constituted, and in the
case of such Engines, whether or not any such Engine shall be installed in or attached to the
Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from
time to time included within the definitions of “Airframe” or “Engines”, including all
substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions, improvements, accessions and
accumulations which constitute appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents
and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial
loss or destruction of such Airframe or its Engine or its total or partial confiscation,
condemnation or requisition


          (b) all of such Grantor’s right, title and interest in and to all Leases to which such
Grantor is or may from time to time be party with respect to the Pool Aircraft and any leasing
arrangements among Grantors with respect to such Leases together with all Related Collateral
Documents (all such Leases and Related Collateral Documents, the “Assigned Leases”),
including without limitation (i) all rights of such Grantor to receive moneys due and to become due
under or pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to such Assigned Leases, (iii) claims
of such Grantor for damages arising out of or for breach or default under such Assigned Leases,
(iv) all rights under any such Assigned Lease with respect to any subleases of the Pool Aircraft
subject to such Assigned Lease and (v) the right of such Grantor to terminate such Assigned Leases
and to compel performance of, and otherwise to exercise all remedies under, any Assigned Lease,
whether arising under such Assigned Leases or by statute or at law or in equity (the “Lease
Collateral”);


          (c) all of the following (the “Security Collateral”):


          (i) the Pledged Stock identified on the attached Annex II and the certificates representing
such Pledged Stock, and all dividends, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all of such
Pledged Stock;


          (ii) all additional shares of the capital stock of any other Grantor other than ILFC or an
Initial Intermediate Lessee from time to time acquired by such Grantor in any manner, including the
capital stock of any other Grantor that may be formed from time to time, and all certificates, if
any, representing such additional shares of the capital stock and all dividends, cash, instruments
and other property from time to time received, receivable or otherwise distributed in respect of or
in exchange for any or all such additional shares; and



2









 







          (d) all of the following (the “Beneficial Interest Collateral”):


          (i) the Pledged Beneficial Interest identified on the attached Annex II, all certificates, if
any, from time to time representing all of such Grantor’s right, title and interest in such Pledged
Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial
Interest are created or issued and all distributions, cash, instruments and other property from
time to time received, receivable or otherwise distributed in respect of or in exchange for any or
all of such Pledged Beneficial Interest; and


          (ii) all of such Grantor’s right, title and interest in all additional beneficial interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the beneficial interests in any other Grantor that may be formed
from time to time, and all certificates, if any, from time to time representing such additional
beneficial interests and all distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all such
additional beneficial interests;


          (e) all of the following (the “Membership Interest Collateral”):


          (i) the Pledged Membership Interests identified on the attached Annex II, all certificates,
if any, from time to time representing all of such Grantor’s right, title and interest in such
Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged
Membership Interests are created or issued and all distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such Pledged Membership Interests; and


          (ii) all of such Grantor’s right, title and interest in all additional membership interests
in any other Grantor other than an Initial Intermediate Lessee from time to time acquired by such
Grantor in any manner, including the membership interests in any other Grantor that may be formed
from time to time, and all certificates, if any, from time to time representing such additional
membership interests and all distributions, cash, instruments and other property from time to time
received, receivable or otherwise distributed in respect of or in exchange for any or all such
additional membership interests;


          (f) (i) all right of such Grantor in and to each Blocked Account and all funds or other
property at any time or from time to time credited to any Blocked Account and (ii) other than ILFC
or an Initial Intermediate Lessee (provided, however, that any Initial Intermediate Lessee shall
comply with Section 2.11(a) of the Credit Agreement), all right of such Grantor in and to each
account at any time or from time to time established in its name and, in the case of clause (i) and
(ii) above, all cash, investment property, investments, securities, instruments or other property
(including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time
or from time to time credited to any such account (collectively, the “Account Collateral”);


          (g) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such
Grantor other than ILFC or any Initial Intermediate Lessee (the “Investment Collateral”)
including written notification of all interest, dividends, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in



3









 








exchange for any or all of the then existing Investment Collateral, but excluding any loans or
advances made, or dividends or other amounts paid, by any Grantor to any other Grantor;



          (h) all of the following (the “Assigned Agreement Collateral”):


          (i) all of such Grantor’s right, title and interest in and to all security assignments, cash
deposit agreements and other security agreements executed in its favor by any other Grantor, other
than between ILFC and any Initial Intermediate Lessee, in each case as such agreements may be
amended or otherwise modified from time to time (collectively, the “Assigned Agreements”);
and


          (ii) all of such Grantor’s right, title and interest in and to all deposit accounts, all
funds or other property held in such deposit accounts, all certificates and instruments, if any,
from time to time representing or evidencing such deposit accounts and all other property of
whatever nature, in each case pledged, assigned or transferred to it or mortgaged or charged in
its favor pursuant to any Assigned Agreement;


          (i) all of such Grantor’s right, title and interest in and to the Acquisition Agreements (the
“Aircraft Purchase Collateral”);


          (j) all of such Grantor’s right, title and interest in and to the personal property
identified in a Grantor Supplement or a Collateral Supplement executed and delivered by such
Grantor to any Security Trustee; and


          (k) all proceeds of any and all of the foregoing Collateral (including proceeds that
constitute property of the types described in subsections (a), (b), (c), (d), (e), (f), (g), (h),
(i) and (j) above);



provided that the Collateral shall not include any Excluded Property.



          (B) Grant of Security Interest — Second Lien. To secure the Second Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the Second Lien Security Trustee, for its benefit
and the benefit of the other Second Lien Secured Parties, and hereby grants to the Second Lien
Security Trustee for its benefit and the benefit of the other Second Lien Secured Parties a
subordinated security interest in (subject and subordinate in all respects to the Lien of the First
Lien Secured Parties), all of its right, title and interest in and to the Supplementary Collateral.


          (C) Grant of Security Interest — Third Lien. To secure the Third Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the Third Lien Security Trustee, for its benefit
and the benefit of the other Third Lien Secured Parties, and hereby grants to the Third Lien
Security Trustee for its benefit and the benefit of the other Third Lien Secured Parties a
subordinated security interest in (subject and subordinate in all respects to the Lien of the First
Lien Secured Parties and the Lien of the Second Lien Secured Parties), all of its right, title and
interest in and to the Supplementary Collateral.


          (D) Grant of Security Interest — Fourth Lien. To secure the Fourth Lien Secured Obligations, the
undersigned Grantor hereby assigns and pledges to the Fourth Lien



4









 








Security Trustee, for its benefit
and the benefit of the other Fourth Lien Secured Parties, and hereby grants to the Fourth Lien
Security Trustee for its benefit and the benefit of the other Fourth Lien Secured Parties a
subordinated security interest in (subject and subordinate in all respects to the Lien of the First
Lien Secured Parties, the Lien of the Second Lien Secured Parties and the Lien of the Third Lien
Secured Parties), all of its right, title and interest in and to the Supplementary Collateral.



          The undersigned Grantor hereby makes each representation and warranty set forth in Section
2.03 of the Aircraft Mortgage and Security Agreement (as supplemented by the attached Annexes) and
hereby agrees to be bound as a Grantor by all of the terms and provisions of the Aircraft Mortgage
and Security Agreement. Each reference in the Aircraft Mortgage and Security Agreement to the
Pledged Stock, the Pledged Beneficial Interest, the Pledged Membership Interests, the Security
Collateral, the Beneficial Interest Collateral, the Membership Interest Collateral, the Account
Collateral, the Investment Collateral, the Assigned Agreements, the Assigned Agreement Collateral,
the Acquisition Agreements, the Aircraft Purchase Collateral, the Assigned Leases, the Lease
Collateral, the Assigned Documents and the Assigned Agreement Collateral shall be construed to
include a reference to the corresponding Collateral hereunder.


          The undersigned hereby agrees, together with the other Grantors, jointly and severally to
indemnify each Security Trustee and its officers, directors, employees and agents in the manner set
forth in Section 8.01 of the Aircraft Mortgage and Security Agreement.


          Attached are (i) where required with respect to any Assigned Document (other than an Assigned
Lease) included in the foregoing Supplementary Collateral, a Consent and Agreement in substantially
the form of Exhibit B to the Aircraft Mortgage and Security Agreement from the counterparty thereto
or, with respect to any Assigned Lease included in the foregoing Supplementary Collateral, such
consents, acknowledgements and/or notices as are called for under Section 2.06(a) of the Aircraft
Mortgage and Security Agreement and (ii) duly completed copies of Annexes I, II, III and IV hereto.



[Signature Page Follows]




5









 








     This Grantor Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.



	 	 	 	 	 

	Very truly yours,	 	 
	 
	 	 	 	 
	[NAME OF GRANTOR]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Acknowledged and agreed to as of the date first above written:
	 
	 	 	 	 
	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
	not in its individual capacity, but solely as the
First Lien Security Trustee, the Second Lien
Security Trustee, the Third Lien Security Trustee
and the Fourth Lien Security Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






6









 





ANNEX I

GRANTOR SUPPLEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 

	Airframe MSN
	 	Airframe Manufacturer

and Model
	 	Engine MSNs
	 	Engine Manufacturer

and Model
	 
	 	 
	 	 
	 	 





 









 






ANNEX II

GRANTOR SUPPLEMENT




PLEDGED STOCK




	 	 	 	 	 	 	 	 	 

	Stock Borrower
	 	Par Value
	 	Certificate No(s).
	 	Number of

Shares
	 	Percentage of

Outstanding

Shares
	 
	 	 
	 	 
	 	 
	 	 





PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 

	Borrower
	 	Certificate No.
	 	Percentage of

Beneficial Interest
	 
	 	 
	 	 





PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 

	Issuer
	 	Certificate No.
	 	Percentage of

Membership Interest
	 
	 	 
	 	 





 









 






ANNEX III

GRANTOR SUPPLEMENT




TRADE NAMES




 









 





ANNEX IV

GRANTOR SUPPLEMENT




	 	 	 

	Name of Grantor
	 	Chief Executive Office, Chief Place of

Business and Registered Office and Organizational

ID (if applicable)
	 
	 	 





 









 





EXHIBIT B

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF CONSENT AND AGREEMENT




[DATE]




[Name of the Grantor]




Ladies and Gentlemen:



          Reference is made to the agreement between you and the Grantor dated [          ]
(the “Assigned Document”).


          Pursuant to the Aircraft Mortgage and Security Agreement, dated October 13, 2009 (the
“Aircraft Mortgage and Security Agreement”), between the Grantor, certain other Grantors
and Wells Fargo Bank Northwest, National Association, as the First Lien Security Trustee, the
Second Lien Security Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee,
the Grantor has granted to each of the Security Trustees a security interest in certain property of
the Grantor, including, among other things, the following (the “Collateral”): all of such
Grantor’s right, title and interest in and to the Assigned Document, including without limitation
all rights of such Grantor to receive moneys due and to become due under or pursuant to the
Assigned Document, all rights of such Grantor to receive proceeds of any insurance, indemnity,
warranty or guaranty with respect to the Assigned Document, claims of such Grantor for damages
arising out of or for breach or default under the Assigned Document and the right of such Grantor
to terminate the Assigned Document, to perform thereunder and to compel performance and otherwise
exercise all remedies thereunder, whether arising under the Assigned Document or by statute or at
law or in equity. Capitalized terms used herein, unless otherwise defined herein, have the
meanings assigned to them in the Aircraft Mortgage and Security Agreement.


          By signing this Consent and Agreement, you acknowledge notice of, and consent to the terms and
provisions of, the Aircraft Mortgage and Security Agreement and confirm to each of the Security
Trustees that you have received no notice of any other pledge or assignment of the Assigned
Document. Further, you hereby agree with each of the Security Trustees that:


          (a) You will make all payments to be made by you under or in connection with the Assigned
Document directly to the applicable Collection Account set forth on Schedule I hereto or otherwise
in accordance with the instructions of the Senior Security Trustee.


          (b) The Security Trustees shall be entitled to exercise any and all rights and remedies of
the Grantor under the Assigned Document in accordance with the terms of the Aircraft Mortgage and
Security Agreement, and you will comply in all respects with such exercise.



 









 







          (c) You will not, without the prior written consent of each of the Security Trustees, (i)
cancel or terminate the Assigned Document or consent to or accept any cancellation or termination
thereof or (ii) amend or otherwise modify the Assigned Document.


          This Consent and Agreement shall be binding upon you and your successors and assigns and shall
inure to the benefit of the Security Trustees, the Secured Parties and their successors,
transferees and assigns.


          This Consent and Agreement shall in all respects, be governed by and construed in accordance
with the laws of the State of New York, including all matters of construction, validity and
performance.



	 	 	 	 	 	 	 

	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	[NAME OF GRANTOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL

ASSOCIATION,	 	 
	 	 	not in its individual capacity,
but solely as the First Lien Security Trustee,
the Second Lien Security Trustee, the Third
Lien Security Trustee and the Fourth Lien
Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






	 	 	 	 	 

	Acknowledged and agreed to as of
the date first above written:	 	 
	 
	 	 	 	 
	[NAME OF OBLIGOR]	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 






2









 





SCHEDULE I

CONSENT AND AGREEMENT




COLLECTION ACCOUNT INFORMATION





3












 





EXHIBIT C-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE – FIRST LIEN




FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN (MSN [          ])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN (MSN [          ]) (this “Agreement”)
dated as of October 13, 2009, is made by and between [          ], as grantor (the “Grantor”),
and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the Security Trustee, the Second Lien Security Trustee, the Third Lien Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in Appendix A
hereto.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the Borrower Party Guarantee Agreement (the “First
Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee certain of
the obligations of American International Group, Inc. (“AIG”) under the Credit Agreement
dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as amended,
restated, amended and restated or otherwise modified from time to time, the “Parent Credit
Agreement”); and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the First Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the
Grantor and the Security Trustee hereby agree as follows:


   1. SECURITY INTEREST.







 









 








     The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
first priority security interest to the Security Trustee, subject to no prior interests of any
Person whatsoever except for a lessee under a Lease, in the following collateral (collectively, the
“Mortgage Collateral”) attaching on the date of this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.


2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.







2









 







3. MISCELLANEOUS




     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee
and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the Security
Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:


If to the Grantor:



[          ]

[ADDRESS]

Attention: [          ]

Fax: [          ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




3









 





     3.6 Security Trustee.



     The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities
and indemnities were specifically set forth herein.



     3.7 Execution in Counterparts.



     This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.



[Remainder of page intentionally left blank]




4









 





     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – First Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 
	GRANTOR: 	[          ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	SECURITY TRUSTEE: 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



5









 






	 	 	 	 	 



APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT– FIRST LIEN




DEFINITIONS





     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional sale
agreement, hire purchase agreement or other similar arrangement, as may be in effect between the
Grantor and a Lessee, as such agreement or arrangement may be amended, modified, extended,
supplemented, assigned or novated from time to time in accordance with the Transaction Documents;
provided that if, under any sub-leasing arrangement with respect to the Aircraft permitted
by the Lease of the Aircraft and executed by the Lessee and a sub-lessee, the lessor of the
Aircraft agrees to receive payments or collateral directly from, or is to make payments directly
to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant
sub-lease shall constitute the “Lease” of the Aircraft, and the sub-lessee shall constitute the
related “Lessee” with respect to the Aircraft, but only to the extent of the provisions of such
sub-lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft and other property described in Section 1 hereof and
subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third






6









 







party or is subject to a security interest granted to a third party), that may from time to
time be installed or incorporated in or attached or appurtenant to any “Airframe” (as defined in
the Aircraft Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “First Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “First Lien Secured Parties” in the
Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage Agreement.




7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN




MORTGAGE COLLATERAL




     1. “Aircraft [___]” means:



     one (1)
 [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [          ] and
FAA registration number [          ];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [          ] and [          ] respectively.



     2. “Aircraft [___]” means:



     one (1) [ 
                 
  ] Model [         
           ] aircraft bearing
 manufacturer’s serial no. [          ] and
FAA registration number [          ];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [          ] and [          ] respectively.



8









 





EXHIBIT C-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE – SECOND LIEN




FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN (MSN [          ])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN (MSN [          ]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [          ], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Second Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”) and the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Security Trustee, the Third Lien Security Trustee and the Fourth
Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. Capitalized terms used and not
defined herein are used as defined in Appendix A hereto.



W I T N E S S E T H:




     WHEREAS, ILFC, the Irish SPC and the California SPC, and certain other borrowers party
thereto, as co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, the
French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, Holdings, AIG Funding,
Inc., as lender (the “Lender”) and the Security Trustee have entered into the Credit
Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant to which the
Lender has made the Loan to the Borrowers; and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Credit Agreement,
among other things; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the
Grantor and the Security Trustee hereby agree as follows:



 









 




   1. SECURITY INTEREST.




     The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
subordinated security interest to the Security Trustee, subject and subordinate in all respects
only to the Lien of the Senior Secured Parties, if any, and subject to no other prior interests of
any Person whatsoever except for a lessee under a Lease, in the following collateral (collectively,
the “Mortgage Collateral”) attaching on the date of this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.


2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.







2









 







3. MISCELLANEOUS




     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee
and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the Security
Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:


If to the Grantor:



[          ]

[ADDRESS]

Attention: [          ]

Fax: [          ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




3









 





     3.6 Security Trustee.



     The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities
and indemnities were specifically set forth herein.



     3.7 Execution in Counterparts.



     This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.



[Remainder of page intentionally left blank]




4









 





     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Second Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 
	GRANTOR: 	[          ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	SECURITY TRUSTEE: 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




5









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional sale
agreement, hire purchase agreement or other similar arrangement, as may be in effect between the
Grantor and a Lessee, as such agreement or arrangement may be amended, modified, extended,
supplemented, assigned or novated from time to time in accordance with the Transaction Documents;
provided that if, under any sub-leasing arrangement with respect to the Aircraft permitted
by the Lease of the Aircraft and executed by the Lessee and a sub-lessee, the lessor of the
Aircraft agrees to receive payments or collateral directly from, or is to make payments directly
to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant
sub-lease shall constitute the “Lease” of the Aircraft, and the sub-lessee shall constitute the
related “Lessee” with respect to the Aircraft, but only to the extent of the provisions of such
sub-lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft and other property described in Section 1 hereof and
subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third






6









 







party or is subject to a security interest granted to a third party), that may from time to
time be installed or incorporated in or attached or appurtenant to any “Airframe” (as defined in
the Aircraft Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “Second Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “Second Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” has the meaning given to the term “First Lien Secured Parties” in the
Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN




MORTGAGE COLLATERAL




     1. “Aircraft
 [___]” means:



     one (1)
 [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [          ] and
FAA registration number [          ];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [          ] and [          ] respectively.



     2. “Aircraft [___]” means:



     one (1)
 [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [          ] and
FAA registration number [          ];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [          ] and [          ] respectively.



8









 





EXHIBIT C-3

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE – THIRD LIEN




FAA MORTGAGE AND SECURITY AGREEMENT –THIRD LIEN (MSN [          ])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT –THIRD LIEN (MSN [          ]) (this “Agreement”)
dated as of October 13, 2009, is made by and between [          ], as grantor (the “Grantor”),
and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Third
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the First Lien Security Trustee, the Second Lien Security Trustee, the Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in Appendix A
hereto.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Third Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the
Grantor and the Security Trustee hereby agree as follows:


1 SECURITY INTEREST.







 









 








     The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
subordinated security interest to the Security Trustee, subject and subordinate in all respects to
the Lien of the Senior Secured Parties, and subject to no other prior interests of any Person
whatsoever except for a lessee under a Lease, in the following collateral (collectively, the
“Mortgage Collateral”) attaching on the date of this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on any Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.


2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.







2









 







3. MISCELLANEOUS




     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee
and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the Security
Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:


If to the Grantor:



[          ]

[ADDRESS]

Attention: [          ]

Fax: [          ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




3









 





     3.6 Security Trustee.



     The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities
and indemnities were specifically set forth herein.



     3.7 Execution in Counterparts.



     This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.



[Remainder of page intentionally left blank]




4









 





     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Third Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 
	GRANTOR: 	[          ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	SECURITY TRUSTEE: 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




5









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT –THIRD LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional sale
agreement, hire purchase agreement or other similar arrangement, as may be in effect between the
Grantor and a Lessee, as such agreement or arrangement may be amended, modified, extended,
supplemented, assigned or novated from time to time in accordance with the Transaction Documents;
provided that if, under any sub-leasing arrangement with respect to the Aircraft permitted
by the Lease of the Aircraft and executed by the Lessee and a sub-lessee, the lessor of the
Aircraft agrees to receive payments or collateral directly from, or is to make payments directly
to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant
sub-lease shall constitute the “Lease” of the Aircraft, and the sub-lessee shall constitute the
related “Lessee” with respect to the Aircraft, but only to the extent of the provisions of such
sub-lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft and other property described in Section 1 hereof and
subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third






6









 







party or is subject to a security interest granted to a third party), that may from time to
time be installed or incorporated in or attached or appurtenant to any “Airframe” (as defined in
the Aircraft Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “Third Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “Third Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties” and the “Second
Lien Secured Parties”, each as defined in the Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.






7









 








SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT –THIRD LIEN




MORTGAGE COLLATERAL




     1. “Aircraft [___]” means:



     one
 (1) [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [          ] and
FAA registration number [          ];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [          ] and [          ] respectively.



     2. “Aircraft [___]” means:



     one (1)
 [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [          ] and
FAA registration number [          ];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [          ] and [          ] respectively.



8









 





EXHIBIT C-4

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE – FOURTH LIEN




FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN (MSN [          ])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN (MSN [          ]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [          ], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Fourth Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”), the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee, and
the Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. Capitalized terms used and not
defined herein are used as defined in Appendix A hereto.



W I T N E S S E T H:




     WHEREAS, ILFC and AIG Funding, Inc. (“AIG Funding”) have entered into the Demand Note
Agreement, dated as of March 9, 2009, and the Demand Note Agreement, dated as of March 26, 2009
(collectively, the “Demand Note Agreements”), pursuant to which AIG Funding has made
certain Advances to ILFC; and



     WHEREAS, the Demand Note Agreements have been amended and restated as of October 13, 2009
pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit
Agreement”) among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish
Initial Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial
Intermediate Lessee, AIG Funding and the Security Trustee.



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Amended and
Restated Credit Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Party a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and on certain other property
and rights relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Party to enter into the



 









 




Transaction Documents and (b) secure the prompt payment and performance of all the Secured
Obligations, the Grantor and the Security Trustee hereby agree as follows:



1 SECURITY INTEREST.




     The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
subordinated security interest to the Security Trustee, subject and subordinate in all respects to
the Lien of the Senior Secured Parties, and subject to no other prior interests of any Person
whatsoever except for a lessee under a Lease, in the following collateral (collectively, the
“Mortgage Collateral”) attaching on the date of this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto,
whether or not any of such Parts, equipment, attachments, accessories, replacements or
added parts or components may from time to time no longer be installed on the Aircraft
or may be installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service,
repair, maintenance, technical and other records that relate to any Aircraft and all the
Grantor’s right, title and interest, present and future, therein and thereto and any
sale or other transfer agreement relating to any Aircraft, any acceptance certificate,
and/or bill of sale relating to any Aircraft, any guaranties, letters of credit or other
credit support relating to any Aircraft, and any other certificate, instrument or
agreement relating to any Aircraft or a lessee, user or lessor of any Aircraft
(collectively, the “Aircraft Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due
to the Grantor on, and all proceeds of any condemnation due to the Grantor with respect
to, any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee, and all of the estate, right, title and interest
of every nature whatsoever of the Grantor in and to the same and every part thereof; and
	 
	 	f.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.


2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF






2









 







THE TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.



3. MISCELLANEOUS




     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee
and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the Security
Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:


If to the Grantor:



[          ]

[ADDRESS]

Attention: [          ]

Fax: [          ]



If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111




3









 




Attention: Corporate Lease Group

Fax: (801) 246-5053




     3.6 Security Trustee.



     The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities
and indemnities were specifically set forth herein.



     3.7 Execution in Counterparts.



     This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.



[Remainder of page intentionally left blank]






4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Fourth Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 
	GRANTOR: 	[          ]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	SECURITY TRUSTEE: 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




5












 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the fourth recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Airframe” has the meaning assigned to such term in Schedule I attached hereto.




          “Engines” has the meaning assigned to such term in Schedule I attached hereto.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional sale
agreement, hire purchase agreement or other similar arrangement, as may be in effect between the
Grantor and a Lessee, as such agreement or arrangement may be amended, modified, extended,
supplemented, assigned or novated from time to time in accordance with the Transaction Documents;
provided that if, under any sub-leasing arrangement with respect to the Aircraft permitted
by the Lease of the Aircraft and executed by the Lessee and a sub-lessee, the lessor of the
Aircraft agrees to receive payments or collateral directly from, or is to make payments directly
to, such sub-lessee, in any such case to the exclusion of the related Lessee, then the relevant
sub-lease shall constitute the “Lease” of the Aircraft, and the sub-lessee shall constitute the
related “Lessee” with respect to the Aircraft, but only to the extent of the provisions of such
sub-lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft and other property described in Section 1 hereof and
subject to the security interest created by this Agreement.







6









 








          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “Fourth Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Party” has the meaning given to the term “Fourth Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties”, the “Second
Lien Secured Parties” and the “Third Lien Secured Parties”, each as defined in the Aircraft
Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN




MORTGAGE COLLATERAL




     1. “Aircraft [___]” means:



     one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [___] and
FAA registration number [___];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [___] and [___] respectively.



     2. “Aircraft [___]” means:



     one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s serial no. [___] and
FAA registration number [___];



     together with two (2) [                    ] Model [                    ] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [___] and [___] respectively.



8









 





EXHIBIT D-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN

[LEASE ASSIGNMENT]



FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN (MSN [___])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN (MSN [___]) (this “Agreement”)
dated as of October 13, 2009, is made by and between [___], as grantor (the “Grantor”),
and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the Security Trustee, the Second Lien Security Trustee, the Third Lien Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in Appendix A
hereto.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the First Lien Borrower Party Guarantee Agreement (the
“First Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the First Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and by granting to the
Security Trustee a Lien on and security interest in its rights under the lease agreements described
in Schedule I hereto (the “Assigned Leases”) and on certain other property and rights
relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the
Grantor and the Security Trustee hereby agree as follows:



 









 





     1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage,
hypothecate, assign and grant a first priority security interest to the Security Trustee, subject
to no prior interests of any Person whatsoever except for the lessee under each Assigned Lease, in
the following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on any Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;
	 
	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and




2









 






	 	 	 	interest of every nature whatsoever of the Grantor in and to the same and every part thereof;
and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.


2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.





	 	3.	 	MISCELLANEOUS





     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants
herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security
Trustee and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any
jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with
such laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the
Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required
hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the
following specified address or to such other address as either party may from time to time
hereafter designate to the other party in writing:



          If to the Grantor:







3









 







[_____]

[ADDRESS]

Attention: [_____]

Fax: [_____]




          If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




     3.6 Security Trustee.


          The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




     3.7 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures were
upon the same instrument.



[Remainder of page intentionally left blank]






4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – First Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 	 	 

	GRANTOR:	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	SECURITY TRUSTEE:	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






5









 






APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Assigned Lease” has the meaning specified in the third recital of this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “First Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “First Lien Secured Parties”






6









 







in the Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.







7









 








SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – FIRST LIEN




MORTGAGE COLLATERAL




     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement]
dated [              
      ], between [       
             ] and [  
            
      ] relating to
Airframe [___] and Engines [___].



     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease
 Agreement] dated [            
        ], between [     
               ]
 and [             
       ] relating to
Airframe [___] and Engines [___].



8









 





EXHIBIT D-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT – SECOND

LIEN [LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN (MSN [___])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN (MSN [___]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [___], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Second Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”) and the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Security Trustee, the Third Lien Security Trustee and the Fourth
Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. Capitalized terms used and not
defined herein are used as defined in Appendix A hereto.



W I T N E S S E T H:




     WHEREAS, ILFC, the Irish SPC and the California SPC, and certain other borrowers party
thereto, as co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, the
French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, Holdings, AIG Funding
Inc., as the lender (the “Lender”) and the Security Trustee have entered into the Credit
Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant to which the
Lender has made certain Loan to the Borrowers; and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Credit Agreement,
among other things; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and by granting to the
Security Trustee a Lien on and security interest in its rights under the lease agreements described
in Schedule I hereto (the “Assigned Leases”) and on certain other property and rights
relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the



 









 




Transaction Documents and (b) secure the prompt payment and performance of all the Secured
Obligations, the Grantor and the Security Trustee hereby agree as follows:




     1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage,
hypothecate, assign and grant a subordinated security interest to the Security Trustee, subject and
subordinate in all respects to the Lien of the Senior Secured Parties, and subject to no other
prior interests of any Person whatsoever except for the lessee under each Assigned Lease, in the
following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed any the Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;




2









 






	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.



3









 




2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.





	 	3.	 	MISCELLANEOUS





     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants
herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security
Trustee and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any
jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with
such laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the
Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required
hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the
following specified address or to such other address as either party may from time to time
hereafter designate to the other party in writing:



          If to the Grantor:



[_____]

[ADDRESS]

Attention: [_____]

Fax: [_____]




          If to the Security Trustee:







4









 







Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




     3.6 Security Trustee.



          The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




     3.7 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures were
upon the same instrument.



[Remainder of page intentionally left blank]






5









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Second Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 	 	 

	GRANTOR:	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	SECURITY TRUSTEE:	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






6









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning assigned to such term in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Assigned Lease” has the meaning specified in the third recital of this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “Second Lien Secured Obligations” in
the Aircraft Mortgage.




7









 





          “Secured Parties” has the meaning given to the term “Second Lien Secured Parties” in the
Aircraft Mortgage.




          “Senior Secured Parties” has the meaning given to the term “First Lien Secured Parties” in the
Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




8









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – SECOND LIEN




MORTGAGE COLLATERAL




     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement]
 dated [              
      ], between [      
              ] and [ 
                   ] relating to
Airframe [___] and Engines [___].



     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement]
dated [                 
   ], between [            
        ] and [        
            ] relating to
Airframe [___] and Engines [___].



9









 





EXHIBIT D-3

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT – THIRD LIEN

[LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT – THIRD LIEN (MSN [___])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – THIRD LIEN (MSN [___]) (this “Agreement”)
dated as of October 13, 2009, is made by and between [___], as grantor (the “Grantor”),
and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Third
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the First Lien Security Trustee, the Second Lien Security Trustee, the Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in Appendix A
hereto.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Third Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and by granting to the
Security Trustee a Lien on and security interest in its rights under the lease agreements described
in Schedule I hereto (the “Assigned Leases”) and on certain other property and rights
relating thereto; and



     NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Transaction
Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the
Grantor and the Security Trustee hereby agree as follows:



 









 





     1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage,
hypothecate, assign and grant a subordinated security interest to the Security Trustee, subject and
subordinate in all respects to the Lien of the Senior Secured Parties, and subject to no other
prior interests of any Person whatsoever except for the lessee under each Assigned Lease, in the
following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on an Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand, collect, receive and
retain all rent and other sums which may from time to time become payable under or in
connection with any Assigned Lease;
	 
	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance




2









 






	 	 	 	satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.



3









 




2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE MORTGAGE COLLATERAL CREATED
UNDER THIS AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE
TERMS AND CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE
EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.





	 	3.	 	MISCELLANEOUS





     3.1 Successors and Assigns. All the terms, provisions, conditions and covenants
herein contained shall be binding upon and shall inure to the benefit of the Grantor, the Security
Trustee and their respective successors, assigns and transferees.



     3.2 Severability. Any provision of this Agreement prohibited by the laws of any
jurisdiction or otherwise held to be invalid by any court of law of any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with
such laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.



     3.4 Further Assurances. At any time and from time to time, upon the request of the
Security Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.



     3.5 Notices. All notices, requests, demands or other communications required
hereunder or given pursuant hereto shall be in writing unless otherwise expressly provided to the
following specified address or to such other address as either party may from time to time
hereafter designate to the other party in writing:



          If to the Grantor:



[_____]

[ADDRESS]

Attention: [_____]

Fax: [_____]




          If to the Security Trustee:







4









 







Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




     3.6 Security Trustee.



          The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




     3.7 Execution in Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, with the same effect as if the signatures were
upon the same instrument.



[Remainder of page intentionally left blank]






5









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Third Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 	 	 

	GRANTOR:	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	SECURITY TRUSTEE:	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






6









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – THIRD LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the third recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Assigned Lease” has the meaning specified in the third recital of this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.




          “Secured Obligations” has the meaning given to the term “Third Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Parties” has the meaning given to the term “Third Lien Secured Parties”






7









 







in the Aircraft Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties” and the “Second
Lien Secured Parties”, each as defined in the Aircraft Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




8









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – THIRD LIEN




MORTGAGE COLLATERAL




     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement]
 dated [                 
   ], between [            
        ] and [        
            ] relating to
Airframe [___] and Engines [___].



     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease
Agreement] dated [            
        ], between [      
              ] and [ 
                   ] relating to
Airframe [___] and Engines [___].



9









 





EXHIBIT D-4

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT – FOURTH 
LIEN
[LEASE ASSIGNMENT]




FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN (MSN [___])



     THIS FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN (MSN [___]) (this
“Agreement”) dated as of October 13, 2009, is made by and between [___], as grantor (the
“Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as the Fourth Lien Security Trustee (the “Security Trustee”) under the
Aircraft Mortgage and Security Agreement (the “Aircraft Mortgage”), dated as of October 13,
2009, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC.
(“Holdings”), SHREWSBURY AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES
AIRCRAFT, INC. (the “California SPC”), ILFC IRELAND LIMITED (the “Irish Initial
Intermediate Lessee”), ILFC FRANCE S.A.R.L. (the “French Initial Intermediate Lessee”),
ILFC LABUAN LTD. (the “Labuan Initial Intermediate Lessee”), and the additional grantors
referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the
First Lien Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and
the Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK. Capitalized terms used and not
defined herein are used as defined in Appendix A hereto.



W I T N E S S E T H:




     WHEREAS, ILFC and AIG Funding, Inc. (“AIG Funding”) have entered into the Demand Note
Agreement, dated as of March 9, 2009, and the Demand Note Agreement, dated as of March 26, 2009
(collectively, the “Demand Note Agreements”), pursuant to which AIG Funding has made
certain Advances to ILFC; and



     WHEREAS, the Demand Note Agreements have been amended and restated as of October 13, 2009
pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit
Agreement”) among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish
Initial Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial
Intermediate Lessee, AIG Funding and the Security Trustee; and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Amended and
Restated Credit Agreement; and



     WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Party a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and by granting to the
Security Trustee a Lien on and security interest in its rights under the lease agreements described



 









 




in Schedule I hereto (the “Assigned Leases”) and on certain other property and rights
relating thereto; and




     NOW, THEREFORE, in order to (a) induce the Secured Party to enter into the Transaction
Documents and (b) secure the prompt payment and performance of all the Secured Obligations, the
Grantor and the Security Trustee hereby agree as follows:



     1. SECURITY INTEREST. The Grantor does hereby transfer, convey, pledge, mortgage,
hypothecate, assign and grant a subordinated security interest to the Security Trustee, subject and
subordinate in all respects to the Lien of the Senior Secured Parties, and subject to no other
prior interests of any Person whatsoever except for the lessee under each Assigned Lease, in the
following collateral (collectively, the “Mortgage Collateral”) attaching on the date of
this Agreement:




	 	a.	 	each Aircraft;
	 
	 	b.	 	all Parts, equipment, attachments, accessories, replacement and added Parts and
components now or hereafter placed thereon, installed therein or attached thereto, whether
or not any of such Parts, equipment, attachments, accessories, replacements or added parts
or components may from time to time no longer be installed on an Aircraft or may be
installed in any other aircraft;
	 
	 	c.	 	all of the Grantor’s right, title and interest in the technical data, technical
documents, manuals, log books and all inspection, modification, overhaul, service, repair,
maintenance, technical and other records that relate to any Aircraft and all the Grantor’s
right, title and interest, present and future, therein and thereto and any sale or other
transfer agreement relating to any Aircraft or any Assigned Lease, any lease assignments,
novations or assumption agreements, relating to any Aircraft or any Assigned Lease, any
acceptance certificate, and/or bill of sale relating to any Aircraft or any Assigned Lease,
any guaranties, letters of credit or other credit support relating to any Aircraft or any
Assigned Lease, and any other certificate, instrument or agreement relating to any Aircraft
or a lessee, user or lessor of any Aircraft (collectively, the “Aircraft
Documents”);
	 
	 	d.	 	all proceeds from the sale or other disposition of, all proceeds of insurance due to
the Grantor on, and all proceeds of any condemnation due to the Grantor with respect to,
any of the equipment described in clauses (a), (b) and (c) above;
	 
	 	e.	 	each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any,
under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments
with respect to any manufacturer’s warranty, in each case payable with respect to the
aircraft, the aircraft engines or other property which is the subject of any Assigned
Lease; and (iii) upon the occurrence of an Event of Default to demand,




2









 






	 	 	 	collect, receive and retain all rent and other sums which may from time to time become
payable under or in connection with any Assigned Lease;
	 
	 	f.	 	all rents, issues, profits, revenues and other income of the property intended,
subjected or required to be subjected to the Lien of this Agreement hereby, by the other
Transaction Documents or by any supplement to this Agreement in form and substance
satisfactory to the Security Trustee (a “Mortgage Supplement”), and all of the
estate, right, title and interest of every nature whatsoever of the Grantor in and to the
same and every part thereof; and
	 
	 	g.	 	all proceeds, howsoever arising, of the foregoing.





     TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and its successors and
assigns, as security for the Secured Obligations.



     2. INCORPORATION BY REFERENCE. The security interest in the Mortgage Collateral created under
this Agreement is granted in accordance with the Aircraft Mortgage and all of the terms and
conditions thereof, including but not limited to provisions relating to the exercise of remedies,
shall be incorporated herein by reference.



     3. MISCELLANEOUS



     3.1 Successors and Assigns.



     All the terms, provisions, conditions and covenants herein contained shall be binding upon and
shall inure to the benefit of the Grantor, the Security Trustee and their respective successors,
assigns and transferees.



     3.2 Severability.



     Any provision of this Agreement prohibited by the laws of any jurisdiction or otherwise held
to be invalid by any court of law of any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition, or modified to conform with such laws, without
invalidating the remaining provisions hereof; and any such prohibition in any jurisdiction shall
not invalidate such provisions in any other jurisdiction.



     3.3 Governing Law.



     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.



     3.4 Further Assurances.



     At any time and from time to time, upon the request of the Security Trustee, the Grantor shall
promptly and duly execute and deliver any and all such further instruments and documents that may
be necessary, or that the Security Trustee may reasonably request, in order for the Security
Trustee to obtain the full benefits of security interests and assignments created or



3









 




intended to be created hereby and of the rights and powers granted herein and in the Aircraft
Mortgage.




     3.5 Notices.



     All notices, requests, demands or other communications required hereunder or given pursuant
hereto shall be in writing unless otherwise expressly provided to the following specified address
or to such other address as either party may from time to time hereafter designate to the other
party in writing:



          If to the Grantor:



[_____]

[ADDRESS]

Attention: [_____]

Fax: [_____]




          If to the Security Trustee:



Wells Fargo Bank Northwest, National Association, as

Security Trustee

299 South Main Street, 12th Floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053




          3.6 Security Trustee.




          The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




          3.7 Execution in Counterparts.




     This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.



[Remainder of page intentionally left blank]






4









 








     IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Mortgage and Security Agreement – Fourth Lien to be executed as of the
day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 	 	 

	GRANTOR:	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	SECURITY TRUSTEE:	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






5









 





APPENDIX A

FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN




DEFINITIONS




     For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:



          “Agreement” has the meaning specified in the recital of parties to this Agreement.




          “Aircraft” has the meaning specified in the fourth recital of this Agreement.




          “Aircraft Documents” has the meaning assigned to such term in Section 1(c) of this Agreement.




          “Aircraft Mortgage” has the meaning specified in the preliminary statements to this Agreement.




          “Amended and Restated Credit Agreement” has the meaning specified in the second recital of
this Agreement.




          “Assigned Lease” has the meaning specified in the fourth recital of this Agreement.




          “Grantor” has the meaning specified in the recital of parties to this Agreement.




          “Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




          “Mortgage Collateral” means the Aircraft, the Assigned Leases and other property described in
Section 1 hereof and subject to the security interest created by this Agreement.




          “Part” means all appliances, parts, components, instruments, appurtenances, accessories,
furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any
appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other
equipment that would qualify as a removable part and is leased by a lessee from a third party or is
subject to a security interest granted to a third party), that may from time to time be installed
or incorporated in or attached or appurtenant to any “Airframe” (as defined in the Aircraft
Mortgage) or any “Engine” (as defined in the Aircraft Mortgage) or removed therefrom.




          “Person” means any natural person, firm, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, government or any political subdivision
thereof or any other legal entity, including public bodies.







6









 








          “Secured Obligations” has the meaning given to the term “Fourth Lien Secured Obligations” in
the Aircraft Mortgage.




          “Secured Party” has the meaning given to the term “Fourth Lien Secured Party” in the Aircraft
Mortgage.




          “Senior Secured Parties” means, collectively, the “First Lien Secured Parties”, the “Second
Lien Secured Parties” and the “Third Lien Secured Parties”, each as defined in the Aircraft
Mortgage.




          “Transaction Documents” has the meaning set forth in the Aircraft Mortgage.




7









 





SCHEDULE I

FAA MORTGAGE AND SECURITY AGREEMENT – FOURTH LIEN




MORTGAGE COLLATERAL




     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease Agreement]
dated [                 
   ], between [            
        ] and [       
             ] relating to
Airframe [___] and Engines [___].



     “Airframe [___]” means one (1) [                    ] Model [                    ] aircraft bearing manufacturer’s
serial no. [___] and FAA registration number [___].



     “Engines [___]” means two (2) [                    ] Model [                    ] aircraft engines (each of which
engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s
serial nos. [___] and [___] respectively.



     [Lease
Agreement] dated [            
        ], between [     
               ] and [ 
                   ] relating to
Airframe [___] and Engines [___].



8









 





EXHIBIT E-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN




FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN (MSN [___])



     THIS FAA LEASE SECURITY ASSIGNMENT – FIRST LIEN (MSN [___]) (this “Assignment”),
dated as of October 13, is made by and between [___], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the First Lien
Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the Security Trustee, the Second Lien Security Trustee, the Third Lien Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in the
Aircraft Mortgage.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the First Lien Borrower Party Guarantee Agreement (the
“First Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the First Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the First Lien Secured Obligations by assigning to
the Security Trustee the Lease Agreements as more fully described on Schedule 1 hereto, and all
amendments, supplements, schedules, receipts and acceptance certificates executed or delivered
pursuant thereto (the “Assigned Leases”); and



     NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other First Lien Secured Parties:


1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other First Lien Secured Parties, and grants to the Security Trustee
for its benefit and the benefit of the other First Lien Secured Parties, a first priority security
interest in and to each Assigned Lease, and all amendments, supplements, schedules, receipts






 









 







and acceptance certificates executed or delivered pursuant thereto, and subject to section 2 below
together with all of the Grantor’s rights as lessor thereunder including without limitation: (i)
all rights, if any, under § 1110 of the Bankruptcy Code of the United States or any statute of
similar import (whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments with
respect to any manufacturer’s warranty, in each case payable with respect to the aircraft, the
aircraft engines or other property which is the subject of any Assigned Lease; and (iii) upon the
occurrence of an Event of Default to demand, collect, receive and retain all rent and other sums
which may from time to time become payable under or in connection with any Assigned Lease.



2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT IS
GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS
THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE GRANTOR’S RIGHTS IN
RESPECT OF DEALING WITH ANY ASSIGNED LEASE AND THE SECURITY TRUSTEE’S EXERCISE OF REMEDIES,
SHALL BE INCORPORATED HEREIN BY REFERENCE.




[The remainder of this page is intentionally blank.]






2









 







IN WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be executed on the
day and year first written above.




	 	 	 	 	 	 	 

	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SECURITY TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






3











 





Schedule 1

to FAA Lease Security Assignment (MSN [                    ])




Description of Lease Agreements




4









 





EXHIBIT E-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT — SECOND LIEN




FAA LEASE SECURITY ASSIGNMENT — FIRST LIEN (MSN [                    ])



     THIS FAA LEASE SECURITY ASSIGNMENT — FIRST LIEN (MSN [                    ]) (this “Assignment”),
dated as of October 13, is made by and between [                    ], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Second
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC. (“Holdings”), SHREWSBURY
AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES AIRCRAFT, INC. (the “California
SPC”), ILFC IRELAND LIMITED (the “Irish Initial Intermediate Lessee”), ILFC FRANCE
S.A.R.L. (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD. (the “Labuan
Initial Intermediate Lessee”) and the additional grantors referred to therein, as the grantors,
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee, the Security
Trustee, the Third Lien Security Trustee and the Fourth Lien Security Trustee and the FEDERAL
RESERVE BANK OF NEW YORK. Capitalized terms used and not defined herein are used as defined in the
Aircraft Mortgage.



W I T N E S S E T H:




     WHEREAS, ILFC, the Irish SPC and the California SPC, and certain other borrowers party
thereto, as co-borrowers (the “Borrowers”), the Irish Initial Intermediate Lessee, French
Initial Intermediate Lessee, Labuam Initial Intermediate Lessee, Holdings, AIG Funding, Inc., as
the lender (the “Lender”), and the Security Trustee have entered into the Credit Agreement,
dated as of the date hereof (the “Credit Agreement”), pursuant to which the Lender has made
the Loan to the Borrowers; and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Credit Agreement,
among other things; and



     WHEREAS, the Grantor has agreed to secure the Second Lien Secured Obligations by assigning to
the Security Trustee the Lease Agreements as more fully described on Schedule 1 hereto, and all
amendments, supplements, schedules, receipts and acceptance certificates executed or delivered
pursuant thereto (the “Assigned Leases”); and



     NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Second Lien Secured Parties:


1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other Second Lien Secured Parties, and grants to the Security






 









 







Trustee for its benefit and the benefit of the other Second Lien Secured Parties, a subordinated
security interest (subject and subordinate in all respects to the Lien of the Senior Secured
Parties) in and to each Assigned Lease, and all amendments, supplements, schedules, receipts and
acceptance certificates executed or delivered pursuant thereto, and subject to section 2 below
together with all of the Grantor’s rights as lessor thereunder including without limitation: (i)
all rights, if any, under § 1110 of the Bankruptcy Code of the United States or any statute of
similar import (whether of the United States or any other jurisdiction and whether now in effect or
hereinafter enacted); (ii) all rights to receive payment of insurance proceeds and payments with
respect to any manufacturer’s warranty, in each case payable with respect to the aircraft, the
aircraft engines or other property which is the subject of any Assigned Lease; and (iii) upon the
occurrence of an Event of Default to demand, collect, receive and retain all rent and other sums
which may from time to time become payable under or in connection with any Assigned Lease.



2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT IS
GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS
THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE GRANTOR’S RIGHTS IN
RESPECT OF DEALING WITH ANY ASSIGNED LEASE AND THE SECURITY TRUSTEE’S EXERCISE OF REMEDIES,
SHALL BE INCORPORATED HEREIN BY REFERENCE.




[The remainder of this page is intentionally blank.]






2









 







IN WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be executed on the
day and year first written above.




	 	 	 	 	 	 	 

	 	 	GRANTOR:
	 
	 	 	 	 	 	 
	 	 	[                    ]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SECURITY TRUSTEE:
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 











3









 











Schedule 1

to FAA Lease Security Assignment — First Lien (MSN [                    ])




Description of Lease Agreements



4









 





EXHIBIT E-3

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT — THIRD LIEN




FAA LEASE SECURITY ASSIGNMENT — THIRD LIEN (MSN [                    ])



     THIS FAA LEASE SECURITY ASSIGNMENT — THIRD LIEN (MSN [                    ]) (this “Assignment”),
dated as of October 13, is made by and between [                    ], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Third Lien
Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC., SHREWSBURY AIRCRAFT LEASING
LIMITED, STATES AIRCRAFT, INC., ILFC IRELAND LIMITED, ILFC FRANCE S.A.R.L., ILFC LABUAN LTD. and
the additional grantors referred to therein, as the grantors, WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as the First Lien Security Trustee, the Second Lien Security Trustee, the Security
Trustee and the Fourth Lien Security Trustee and the FEDERAL RESERVE BANK OF NEW YORK (the
“FRBNY”). Capitalized terms used and not defined herein are used as defined in the
Aircraft Mortgage.



W I T N E S S E T H:




     WHEREAS, the Grantor has entered into the Third Lien Borrower Party Guarantee Agreement (the
“Third Lien Guarantee Agreement”), pursuant to which the Grantor has agreed to guarantee
certain of the obligations of American International Group, Inc. (“AIG”) under the Credit
Agreement dated as of September 22, 2008 between AIG, as borrower, and the FRBNY, as lender (as
amended, restated, amended and restated or otherwise modified from time to time, the “Parent
Credit Agreement”); and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Third Lien
Guarantee Agreement; and



     WHEREAS, the Grantor has agreed to secure the Third Lien Secured Obligations by assigning to
the Security Trustee the Lease Agreements as more fully described on Schedule 1 hereto, and all
amendments, supplements, schedules, receipts and acceptance certificates executed or delivered
pursuant thereto (the “Assigned Leases”); and



     NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Third Lien Secured Parties:


1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other Third Lien Secured Parties, and grants to the Security Trustee
for its benefit and the benefit of the other Third Lien Secured Parties, a subordinated security
interest (subject and subordinate in all respects to the Lien of the Senior Secured Parties) in and






 









 







to each Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance
certificates executed or delivered pursuant thereto, and subject to section 2 below together with
all of the Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if
any, under § 1110 of the Bankruptcy Code of the United States or any statute of similar import
(whether of the United States or any other jurisdiction and whether now in effect or hereinafter
enacted); (ii) all rights to receive payment of insurance proceeds and payments with respect to any
manufacturer’s warranty, in each case payable with respect to the aircraft, the aircraft engines or
other property which is the subject of any Assigned Lease; and (iii) upon the occurrence of an
Event of Default to demand, collect, receive and retain all rent and other sums which may from time
to time become payable under or in connection with any Assigned Lease.



2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT IS
GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS
THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE GRANTOR’S RIGHTS IN
RESPECT OF DEALING WITH ANY ASSIGNED LEASE AND THE SECURITY TRUSTEE’S EXERCISE OF REMEDIES,
SHALL BE INCORPORATED HEREIN BY REFERENCE.




[The remainder of this page is intentionally blank.]






2









 







IN WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be executed on the
day and year first written above.




	 	 	 	 	 	 	 

	 	 	GRANTOR:
	 
	 	 	 	 	 	 
	 	 	[                    ]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SECURITY TRUSTEE:
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






3









 





Schedule 1

to FAA Lease Security Assignment — Third Lien (MSN [                    ])




Description of Lease Agreements






4









 








EXHIBIT E-4

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT — FOURTH LIEN




FAA LEASE SECURITY ASSIGNMENT — FOURTH LIEN (MSN [                    ])



     THIS FAA LEASE SECURITY ASSIGNMENT — FOURTH LIEN (MSN [                    ]) (this “Assignment”),
dated as of October 13, is made by and between [                    ], as grantor (the “Grantor”), and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as the Fourth
Lien Security Trustee (the “Security Trustee”) under the Aircraft Mortgage and Security
Agreement (the “Aircraft Mortgage”), dated as of October 13, 2009, among INTERNATIONAL
LEASE FINANCE CORPORATION (“ILFC”), TOP AIRCRAFT, INC. (“Holdings”), SHREWSBURY
AIRCRAFT LEASING LIMITED (the “Irish SPC”), STATES AIRCRAFT, INC. (the “California
SPC”), ILFC IRELAND LIMITED (the “Irish Initial Intermediate Lessee”), ILFC FRANCE
S.A.R.L. (the “French Initial Intermediate Lessee”), ILFC LABUAN LTD. (the “Labuan
Initial Intermediate Lessee”), and the additional grantors referred to therein, as the
grantors, WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee, the
Second Lien Security Trustee, the Third Lien Security Trustee and the Security Trustee and the
FEDERAL RESERVE BANK OF NEW YORK. Capitalized terms used and not defined herein are used as
defined in the Aircraft Mortgage.



W I T N E S S E T H:




     WHEREAS, ILFC and AIG Funding, Inc. (“AIG Funding”) have entered into the Demand Note
Agreement, dated as of March 9, 2009, and the Demand Note Agreement, dated as of March 26, 2009
(collectively, the “Demand Note Agreements”), pursuant to which AIG Funding has made
certain Advances to ILFC; and



     WHEREAS, the Demand Note Agreements have been amended and restated as of October 13, 2009
pursuant to the Amended and Restated Credit Agreement (the “Amended and Restated Credit
Agreement”) among ILFC, the Irish SPC and the California SPC, as co-borrowers, the Irish
Initial Intermediate Lessee, the French Initial Intermediate Lessee, the Labuan Initial
Intermediate Lessee, AIG Funding and the Security Trustee; and



     WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Amended and
Restated Credit Agreement; and



     WHEREAS, the Grantor has agreed to secure the Fourth Lien Secured Obligations by assigning to
the Security Trustee the Lease Agreements as more fully described on Schedule 1 hereto, and all
amendments, supplements, schedules, receipts and acceptance certificates executed or delivered
pursuant thereto (the “Assigned Leases”); and



 









 





     NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Fourth Lien Secured Party:


1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the Fourth Lien Secured Party, and grants to the Security Trustee for
its benefit and the benefit of the Fourth Lien Secured Party, a subordinated security interest
(subject and subordinate in all respects to the Lien of the Senior Secured Parties) in and to each
Assigned Lease, and all amendments, supplements, schedules, receipts and acceptance certificates
executed or delivered pursuant thereto, and subject to section 2 below together with all of the
Grantor’s rights as lessor thereunder including without limitation: (i) all rights, if any, under §
1110 of the Bankruptcy Code of the United States or any statute of similar import (whether of the
United States or any other jurisdiction and whether now in effect or hereinafter enacted); (ii) all
rights to receive payment of insurance proceeds and payments with respect to any manufacturer’s
warranty, in each case payable with respect to the aircraft, the aircraft engines or other property
which is the subject of any Assigned Lease; and (iii) upon the occurrence of an Event of Default to
demand, collect, receive and retain all rent and other sums which may from time to time become
payable under or in connection with any Assigned Lease.



2. INCORPORATION BY REFERENCE. THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT IS
GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS
THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE GRANTOR’S RIGHTS IN
RESPECT OF DEALING WITH ANY ASSIGNED LEASE AND THE SECURITY TRUSTEE’S EXERCISE OF REMEDIES,
SHALL BE INCORPORATED HEREIN BY REFERENCE.




[The remainder of this page is intentionally blank.]






2









 







IN WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be executed on the
day and year first written above.




	 	 	 	 	 	 	 

	 	 	GRANTOR:
	 
	 	 	 	 	 	 
	 	 	[                    ]
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	SECURITY TRUSTEE:
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its
individual capacity but solely as Security Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 






3









 





Schedule 1

to FAA Lease Security Assignment — Fourth Lien (MSN [                    ])




Description of Lease Agreements






4









 








EXHIBIT F-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF NOTICE OF ASSIGNMENT




	 	 	 

	From:

	 	[                                        ] (the “Lessor”)
	 
	 	 
	To:

	 	[                                        ] (the “Lessee”)





[DATE]



Ladies and Gentlemen:



We refer to the [Aircraft Lease Agreement] dated as of [                                        ] (as amended and supplemented,
the “Lease”) entered into between Lessee and Lessor pertaining to one (1)
[MANUFACTURER/MODEL] aircraft bearing manufacturer’s serial number [MSN] and registration number
[REG] and [MANUFACTURER/MODEL] engines bearing manufacturer’s serial numbers [ESN] and [ESN], each
of which is a jet propulsion engine bearing at least 1750 pounds of thrust or the equivalent
thereof.



Any and all initially capitalized terms used herein shall have the meanings ascribed thereto in the
Lease, unless specifically defined herein.



The Lessor hereby gives you notice that by that certain Aircraft Mortgage and Security Agreement
dated as of [                                        ], 2009, and made between the parties named therein including Lessor and
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as the First Lien Security Trustee (the
“Senior Security Trustee”), the Second Lien Security Trustee (the “Second Lien Security
Trustee”), the Third Lien Security Trustee (the “Third Lien Security Trustee”) and the
Fourth Lien Security Trustee (the “Fourth Lien Security Trustee”) (together with the Senior
Security Trustee, the Second Lien Security Trustee and the Third Lien Security Trustee,
collectively, the “Security Trustees”), the Lessor has assigned to the Security Trustees by
way of security all its right, title and interest in and to the Lease and the proceeds thereof,
including certain insurance proceeds (the “Security Assignment”). The Lessor also notifies
you that each of the Security Trustees is a [Security Trustee] as defined under the Lease.



Notwithstanding any contrary provision in the Lease, (a) WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, as Senior Security Trustee, shall be the loss payee, a contract party and an
additional insured on all hull and war risk policies of insurance; and



(b) from the date hereof, all amounts payable by you under the Lease shall be paid to Account No. [
___] in the name of the Lessor at JP Morgan Chase Bank, NA, New York, [additional details], until
and unless the Security Trustee otherwise directs you in writing.







 









 







You are hereby authorized and required to comply with the directions of the Security Trustees in
this letter and in your acknowledgment letter.



This notice and the instructions herein contained are irrevocable. Please acknowledge receipt of
this notice to the Security Trustees on the enclosed Acknowledgment it being provided hereby that
your signature on such Acknowledgment shall confirm your acknowledgment of and agreement for the
benefit of the Security Trustees that the Security Trustees shall not be bound by, nor have any
liability to you for the performance of, any of the obligations of the Lessor under the Lease save
and to the extent otherwise expressly agreed in writing by the Security Trustees with you. You are
hereby irrevocably authorized to assume the obligations expressed to be assumed by you under the
enclosed Acknowledgment to the effect that, so far as the same would otherwise be incompatible with
the Lease, your obligations to us under the Lease shall be modified accordingly.



This notice shall be governed by and construed in accordance with [New York]/[English] law.



Very truly yours,



[                                        ]




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 








2









 








EXHIBIT F-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF ACKNOWLEDGMENT




	 	 	 

	From:

	 	[LESSEE] (the “Lessee”)
	 
	 	 
	To:

	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as First Lien
Security Trustee, Second Lien Security Trustee, Third Lien Security Trustee and
Fourth Lien Security Trustee
	 
	 	 
	 

	 	[                                        ] (the “Lessor”)





[DATE]



Ladies and Gentlemen:



We acknowledge receipt of a Notice of Assignment dated [                                        ] (the “Assignment
Notice”), relating to the assignment by the Lessor to the Security Trustees of the Lease
referred to below pursuant to the Security Assignment. Any and all initially capitalized terms
used herein shall have the meanings ascribed thereto in the Assignment Notice, unless specifically
defined herein.



We acknowledge that Lessor has advised us that the intent and effect of the Security Assignment is
to assigned by way of security to the Security Trustees all rights, title and interest of the
Lessor under the Aircraft Lease Agreement dated as of [                                        ] (as amended and supplemented,
the “Lease”) entered into between Lessee and Lessor pertaining to one (1)
[MANUFACTURER/MODEL] aircraft bearing manufacturer’s serial number [MSN] and registration number
[REG] and [MANUFACTURER/MODEL] engines bearing manufacturer’s serial numbers [ESN] and [ESN], each
of the engines which is a jet propulsion bearing at least 1750 pounds of thrust of the equivalent
thereof. In consideration of payment to us of US$1 [and the issue to us of a quiet enjoyment
letter], receipt of which we hereby acknowledge, we hereby agree as follows:





	Subject to (2) below, to comply with the provisions of the Assignment Notice.






	1.	 	If any Security Trustee issues to us a notice (a “Relevant Notice”) that its rights
as assignee under the Security Assignment have become exercisable we agree that we shall
thereafter (a) perform, observe and comply with all our other undertakings and obligations
under the Lease in favor and for the benefit of such Security Trustee as if such Security
Trustee were named as lessor therein instead of the Lessor; and (b) if such Security Trustee
so requests and has succeeded to the interests of the Lessor under the Lease, enter into a
lease with such Security Trustee or its nominee, on the same terms (mutatis mutandis) as the
Lease, provided that (i) no such new lease shall have the effect of releasing the
Lessor from any of its obligations to us under the Lease, (ii) Lessee shall














 






	 	 	not be responsible for any additional costs, expenses or charges, including but not limited
to increased withholding tax liability, which result from entering into such lease and (iii)
from and after the date of the Assignment Notice we shall make all payments under the Lease
as provided in the Assignment Notice or as such Security Trustee shall direct.






	2.	 	If the Lessor is in breach of any of its obligations, express or implied, under the Lease, or
if any event occurs which would permit us to terminate, cancel or surrender the Lease we will,
without waiving any such breach or right after the 14-day period referenced below if such
breach has not been performed or a new lease has not been entered into, (a) promptly upon
becoming aware of it, give each of the Security Trustees notice of such breach or event, (b)
accept as adequate remedy for any such breach performance by any Security Trustee of such
obligations within 14 days of our written notice to the Security Trustees; and/or (c) if any
Security Trustee so requests and has succeeded to the interests of the Lessor under the Lease,
enter into a lease with such Security Trustee on terms identical to the Lease, mutatis
mutandis; provided, however, that Lessee shall not be responsible for any
additional costs, expenses or charges, including but not limited to increased withholding tax
liability, which result on the date hereof from entering into such lease.
	 
	3.	 	We agree that after issue by any Security Trustee of any Relevant Notice, we shall not
recognize the exercise by the Lessor of any of its rights and powers under the Lease unless
and until requested to do so by such Security Trustee.
	 
	4.	 	We agree that after receipt of a Relevant Notice the Security Trustees shall have the
benefits, rights and privileges of the net lease provisions of the Lease and agree that we are
bound by provisions as though the same were set out herein in full mutatis mutandis.
	 
	5.	 	No notice of assignment (other than the Assignment Notice) has been received by the Lessee
or, if the Lessee has received any notice of assignment, such notice has been terminated.
	 
	6.	 	This acknowledgment shall be governed by and construed in accordance with [New
York]/[English] law.





Very truly yours,

[LESSEE]




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 







2











 





EXHIBIT C




FORM OF ASSIGNMENT AND ASSUMPTION




     This Assignment and Assumption (this “Assignment and Assumption”) is dated as
of the Effective Date set forth below and is entered into by and between
[the][each]1 Assignor identified in item 1 below ([the][each, an]
“Assignor”) and [the][each]2 Assignee identified in item 2 below
([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations
of [the Assignors][the Assignees]3 hereunder are several and not joint.]4
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit
Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby
acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment
and Assumption as if set forth herein in full.



     For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the
Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and
assumes from [the Assignor][the respective Assignors], subject to and in accordance with the
Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’]
rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under
the Credit Agreement and any other documents or instruments delivered pursuant thereto to the
extent related to the amount and percentage interest identified below of all of such outstanding
rights and obligations of [the Assignor][the respective Assignors] under the respective facilities
identified below and (ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the
respective Assignors (in their respective capacities as Lenders)] against any Person, whether known
or unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to
the rights and obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i)
and (ii) above being referred to herein collectively as [the][an] “Assigned
Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and,
except as expressly provided in this Assignment and Assumption, without representation or warranty
by [the][any] Assignor.





 




			
	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.




 









 












	 	 	 	 	 	 	 

	1.

	 	Assignor[s]:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	 	 	 

	 	 
	2.

	 	Assignee[s]:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	
	 	 

	 	 
	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
	 
	 	 	 	 	 	 
	3.	 	Borrower: International Lease Finance Corporation
	 
	 	 	 	 	 	 
	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
	 
	 	 	 	 	 	 
	5.	 	Credit Agreement: Credit Agreement, dated as of March 17, 2010, among International
Lease Finance Corporation, as Borrower, ILFC Ireland Limited and ILFC (Bermuda) III, Ltd., as
Intermediate Lessees, the Lenders identified therein, Bank of America, N.A., as Administrative
Agent, Bank of America, N.A., as Collateral Agent, and Goldman Sachs Lending Partners LLC, as
Syndication Agent
	 
	 	 	 	 	 	 
	6.	 	Assigned Interest[s]:






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 		 		 		 	 	 
	 	 	 	 		 		 	 	 	 	 	 		 	 	 	 
	 	 	 	 	 	 	Aggregate
Amount of
Commitment/Loans	 	 	Amount of
Commitment/Loans	 	 	Percentage 
Assigned of
Commitment/	 	 	CUSIP	 
	Assignor[s]5	 	Assignee[s]6	 	 	for all Lenders7	 	 	Assigned	 	 	Loans8	 	 	Number	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	$	 	 	 	$	 	 	 	 	%	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




[7.    Trade Date:                     ]9



Effective Date:                     , 20___[TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE
THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



The terms set forth in this Assignment and Assumption are hereby agreed to:






 




			
	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.




 









 










	 	 	 	 	 
	 	ASSIGNOR

[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 
	 	ASSIGNEE

[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Title: 	 
	 	 	 	 
	 


	 	 	 	 	 
	[Consented to and]10 Accepted:





BANK OF AMERICA, N.A., as 
Administrative Agent

 	 
	By:  	 	 
	 	Title: 	 
	 	 	 
	 
	[Consented to
and]11
Accepted:
	 
	 
	
INTERNATIONAL LEASE FINANCE CORPORATION, as Borrower

 	 
	By:  	 	 
	 	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.






 











 





ANNEX 1 TO ASSIGNMENT AND ASSUMPTION




STANDARD TERMS AND CONDITIONS FOR




ASSIGNMENT AND ASSUMPTION


          1. Representations and Warranties.


          1.1. Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of [the][[the relevant] Assigned Interest, (ii) [the][such] Assigned
Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations made in or in
connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral
thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or
any other Person obligated in respect of any Loan Document or (iv) the performance or observance by
the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.


          1.2. Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all the requirements to be an assignee under Section 9.05 of the
Credit Agreement (subject to such consents, if any, as may be required under Section 9.05 of the
Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect
to decisions to acquire assets of the type represented by [the][such] Assigned Interest and either
it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned
Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit
Agreement, and has received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to Section 5.09 thereof, as applicable, and such
other documents and information as it deems appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned
Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any
other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the][such] Assigned Interest, (vii) if it is a Foreign Lender, attached hereto is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by [the][such] Assignee, and (viii) without limitation to Section 9.05 of
the Credit Agreement, if as a result of circumstances existing at the Effective Date, the Borrower
would be obliged to make a payment to [the][such] Assignee under Section 2.08 or 2.09 of the Credit
Agreement, then the rights of [the][such] Assignee to receive payment under such Sections by
reference to the circumstances existing as at the Effective Date



 









 








(or a continuation of such circumstances) shall be limited to the extent of the entitlement of
[the][the relevant] Assignor had the assignment of [the][the relevant] Assigned Interest not
occurred; and (b) agrees that (i) it will, independently and without reliance upon the
Administrative Agent, [the][any] Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.



          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the][each] Assigned Interest (including payments of principal,
interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to
but excluding the Effective Date and to [the][the relevant] Assignee for amounts which have accrued
from and after the Effective Date.


          3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns. This Assignment
and Assumption may be executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this
Assignment and Assumption. This Assignment and Assumption shall be construed in accordance with
and governed by the laws of the State of New York.



 









 








EXHIBIT D




FORM OF BORROWER PARTY REQUEST AND ASSUMPTION AGREEMENT




Date:                     , _________




To:




Bank of America, N.A., as Administrative Agent and Collateral Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attn: Robert Rittelmeyer




Ladies and Gentlemen:




     This Borrower Party Request and Assumption Agreement (this “Agreement”) is made and delivered
pursuant to Section 2.10[(c)][(e)] of that certain Credit Agreement, dated as of March 17, 2010,
among International Lease Finance Corporation, California
corporation, as Borrower (the“Company”),
ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland,
as Intermediate Lessee, ILFC (Bermuda) III, Ltd., a Bermuda company, as Intermediate Lessee, the
Lenders identified therein, Bank of America, N.A., as Administrative Agent, Bank of America, N.A.,
as Collateral Agent, and Goldman Sachs Lending Partners LLC, as Syndication Agent (the “Credit
Agreement”).



     Each of                                          [(the “Intermediate Lessee”)][(the “Owner Trust”)] and the
Company hereby confirms, represents and warrants to the Lender Parties that the [Intermediate
Lessee][Owner Trust] is a Subsidiary of the Company.



     The documents required to be delivered to the Administrative Agent and the Collateral Agent
under Section 2.10[(c)][(e)] of the Credit Agreement have been furnished to the Collateral Agent
and/or the Collateral Agent in accordance with the requirements of the Credit Agreement.



     The name of the jurisdiction of organization of the [Intermediate Lessee][Owner Trust] and (if
applicable) the true and correct unique identification number that has been issued to it by such
jurisdiction are set forth below:



	 	 	 
	Jurisdiction of Organization	 	Identification Number
	 

	 	 





     The parties hereto hereby confirm that with effect from the date hereof, the [Intermediate
Lessee][Owner Trust] shall have obligations, duties and liabilities toward each of the other
parties to the Loan Documents identical to those which the [Intermediate Lessee][Owner Trust] would
have had if the [Intermediate Lessee][Owner Trust] had been named as an original party to the Loan
Documents on the Effective Date. The [Intermediate Lessee][Owner Trust] confirms its acceptance
of, and consents to, all representations and warranties, covenants and other terms



 









 





and provisions of the Loan Documents applicable to such [Intermediate Lessee][Owner Trust] as
if it had been named as an original party to the Loan Documents on the Effective Date.




     This Agreement shall constitute a Loan Document.



     THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NEW YORK.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF INTERMEDIATE

LESSEE/OWNER TRUST]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE

CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Accepted and agreed:





BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT E-1A




FORM OF OPINION OF CLIFFORD CHANCE US LLP




                    , 2010




To the Addressees Listed on Schedule 1




Ladies and Gentlemen:




We have acted as New York counsel to International Lease Finance Corporation (the “Company”) and
the other Obligors as defined below in connection with the Credit Agreement (the “Credit
Agreement”) dated as of                     , 2010 among the Company, ILFC Ireland Limited (“ILFC
Ireland”), ILFC (Brmuda) III, Ltd. (“ILFC Bermuda”), the Lenders party thereto, Goldman Sachs
Lending Partners LLC, as Syndication Agent, Bank of America, N.A., as Administrative Agent, and
Bank of America, N.A., as Collateral Agent (the “Collateral Agent”).




Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in
the Credit Agreement. This opinion is delivered pursuant to Section 4.01(c) of the Credit
Agreement.




In rendering the opinions expressed below, we have examined executed copies of the following
documents:





	 	(a)	 	Credit Agreement;
	 
	 	(b)	 	Aircraft Mortgage and Security Agreement (the “Security Agreement”) dated as of
                    , 2010 among the Company, ILFC Ireland, ILFC Bermuda, the additional grantors
party thereto and the Collateral Agent.





The Company is referred to herein as a “US Obligor”. Each of ILFC Ireland, ILFC Bermuda and the US
Obligor is referred to herein as an “Obligor”. Each of the Credit Agreement and the Security
Agreement is referred to herein as a “Transaction Document”.




We have also examined and relied upon such records and statements and certificates of public
officials and representatives and officers of the Obligors and other persons as we have deemed
necessary as a basis for the opinions expressed below. As to factual matters relevant to our
opinions expressed below, we have, without independent investigation, relied upon the foregoing and
the representations and warranties made in or pursuant to the Transaction Documents. We have not
reviewed the dockets or other records of any court, arbitrator or governmental or regulatory body
or agency or conducted any other investigation or inquiry or otherwise established or verified any
factual matter.




In such examination, we have assumed the legal capacity of all natural persons, the genuineness of
all signatures, the authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as certified or photostatic copies.




We have assumed that (i) the information contained in the priority search certificates
(collectively, the “Priority Search Certificates”) identifying the Airframe and Engines as listed
in, and attached as,




 









 








Exhibit I to this opinion letter is accurate in all respects, (ii) the information in the
International Registry has not been altered since the date of such Priority Search Certificates,
(iii) each Priority Search Certificate contains all registered information and data on the
International Registry in connection with the aircraft object to which it relates and (iv) the term
“Obligations” (as used in the definition of “Secured Obligations” (as defined in the Security
Agreement)) is able to be determined such that the Secured Obligations are able to be determined,
but without the need to state a sum or maximum sum secured.




Except as expressly opined on by us below, we have assumed, without investigation: (i) the due
organization, valid existence and, to the extent applicable, good standing of each party to the
Transaction Documents; (ii) that each party to the Transaction Documents has requisite power and
authority to execute, deliver and perform its obligations under the Transaction Documents to which
it is a party; (iii) that each Transaction Document has been duly authorized, executed and
delivered by each party thereto; (iv) that each Transaction Document constitutes a valid, binding
and enforceable obligation of each party thereto; (v) that the execution, delivery and performance
by each party of the Transaction Documents to which it is a party do not contravene such party’s
constitutional documents, violate any law, rule or regulation applicable to such party or result in
any conflict with or breach of any agreement or instrument to which such party is a party or by
which such party is bound; (vi) that each party to the Transaction Documents has obtained or made
all consents, approvals, authorizations, filings, registrations, qualifications or recordations
with each Governmental Authority required in connection with the execution, delivery and
performance of the Transaction Documents; (vii) for purpose of the Uniform Commercial Code of the
State of New York (the “NYUCC”), ILFC Ireland and ILFC Bermuda are deemed located in Washington
D.C.; (viii) all applicable filings, registrations, recordations or other actions necessary to
perfect as to ownership or security interest (except as set forth herein) including under the Cape
Town Convention have been made; and (ix) the accuracy and completeness as of the date hereof of the
certificates and other information and statements delivered or made to us by representatives and
officers of each Obligor.




We have made no investigation or review of any matters relating to the Obligors or any other person
or entity other than as expressly described herein. Further, we have made no special investigation
of the business operations of the Obligors or any other person or entity for the purpose of
identifying laws or regulations to which the Obligors or any other person or entity are subject.
With reference particularly to our opinion in paragraph 3 below, we note that our representation of
the Obligors is limited to this and similar transactions and that we are not generally familiar
with their respective affairs or operations.




We have also assumed that:





	(i)	 	all applicable chattel paper (as such term is defined in Article 9 of the NYUCC) constitutes
“tangible chattel paper” within the meaning of Section 9-102 of the NYUCC and is located only
in the State of California and is in the possession of the Collateral Agent;






	(ii)	 	the Collateral subject to the Lien of the Security Agreement exists, and each applicable
Obligor has rights in the applicable Collateral and has the power to transfer its respective
rights in the applicable Collateral;






	(iii)	 	the descriptions of the Collateral contained in, or attached as schedules to, the Security
Agreement sufficiently describe the Collateral intended to be covered by the Security
Agreement;






	(iv)	 	the Collateral does not include any “cooperative interest” or “commercial tort claim” (as
such terms are defined in Article 9 of the NYUCC);






	(v)	 	except for the Cape Town Convention and the FAA Act, for purposes of Article 9 of the NY UCC,
no statute, regulation or treaty of the United States is applicable to any of the Collateral;
and




- 4 -









 












	(vi)	 	for purposes of the Cape Town Convention, the Company is deemed located in the United States,
ILFC Ireland is deemed located in Ireland, and that each of the United States and Ireland is a
Contracting State.





Based upon the foregoing and subject to the qualifications and limitations set forth below, we are
of the opinion that:




     1. Each Transaction Document is a valid and binding obligation of each Obligor party thereto,
enforceable against such Obligor in accordance with its terms.



     2. The execution and delivery by each Obligor of the Transaction Documents to which it is a
party does not, and the performance by each Obligor of its obligations thereunder will not, cause
such Obligor to violate any Generally Applicable Law (defined below).



     3. No consent, approval or authorization of, and no filing, registration, qualification or
recordation with, United States federal or State of New York governmental authorities pursuant to
any Generally Applicable Law is required in connection with the execution, delivery and performance
by any Obligor of the Transaction Documents to which it is a party, other than (a) those that are
specified in the Transaction Documents, (b) filings necessary to create, record, perfect or
maintain the security interests created by the Security Agreement, (c) those that have been duly
obtained, taken or made and (d) in the case of Collateral constituting securities, as may be
required in connection with any disposition of such Collateral.



     4. The Security Agreement is effective to create in favor of the Collateral Agent a valid
security interest in all right, title and interest of each Obligor in the Collateral (as defined
therein) to secure the Secured Obligations, in each case to the extent a security interest therein
may be created under Article 9 of the NYUCC.



     5. Each Uniform Commercial Code financing statement a copy of which is attached hereto
(“Financing Statement”) is in the form required by the Uniform Commercial Code of the jurisdiction
named therein.



     6. Upon the filing of each Financing Statement in the filing office named therein, the
registration on the International Registry of all applicable International Interests with respect
to the Collateral described therein, and the filing for recordation of the FAA Aircraft Mortgage
and Security Agreements with respect to all Aircraft registered with the FAA, the Collateral Agent
will have a perfected security interest in the Collateral, to the extent the perfection of a
security interest may be effected under the NYUCC, the Uniform Commercial Code of the State of
California (the “CALUCC”) and the Uniform Commercial Code of the District of Columbia (the “DCUCC”)
by the filing of a financing statement; provided, however, that under statutes, regulations and
treaties of the United States the recordation of the FAA Aircraft Mortgage and Security Agreements
with the FAA, and the registration on the International Registry of the applicable International
Interests, are required to perfect a security interest in Aircraft, Engines and Parts as provided
in the FAA Act and Aircraft Objects as provided in the Cape Town Convention.



     7. The Security Agreement is effective to constitute, under the Cape Town Convention, an
international interest with respect to the Airframe and Engines identified in the Priority Search
Certificates assuming that the Grantors (as defined therein) have the “power to dispose” of the
Airframe and applicable Engines under the Security Agreement within the meaning of the Cape Town
Convention.



As used herein, “Generally Applicable Law” means any law otherwise included within the scope of
this opinion that a New York lawyer exercising customary professional diligence would reasonably be




- 5 -









 








expected to recognize as being currently applicable to the Obligors, the Transaction Documents or
the transactions contemplated thereby, including the grants of the security interests, excluding
securities laws and any law that is applicable to the Obligors, the Transaction Documents or the
transactions contemplated thereby, including the grants of the security interests, solely because
of the specific assets or business of any party to any of the Transaction Documents or any of its
affiliates. In particular, but without limitation, we express no opinion upon the application or
effect of (i) any customs, international trade or other laws relating to the possession, import,
export, use, operation, maintenance, repair or replacement of or the nature of any equipment, or
any interest therein; (ii) federal or state antitrust and unfair competition, environmental,
intellectual property, pension and employee benefit, or securities (including “blue sky”) laws;
(iii) federal or state laws relating to aviation, banking, communications, customs, insurance,
international trade, public utilities or taxation; (iv) federal and state laws and policies
relating to (A) national and local emergencies and (B) deference to acts of sovereign states,
including court orders; (v) federal or state criminal and civil forfeiture laws; (vi) other federal
and state statutes of general application to the extent they provide for criminal prosecution
(e.g., mail fraud and wire fraud statutes); and (vii) the laws of any counties, cities, towns,
municipalities and special political subdivisions or agencies thereof; and in the case of each of
the foregoing, all rules and regulations promulgated thereunder or administrative or judicial
decisions with respect thereto.




Our opinions set forth above are subject to the following qualifications and limitations:





     (a) Our opinion set forth in paragraph 1 above is subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting the
enforcement of creditors’ rights and general principles of equity (regardless of whether
such enforceability is considered in a proceeding in equity or at law).




     (b) We express no opinion on the effect of the Cape Town Convention on any issue
covered in this opinion letter except as expressly provided in paragraph 6 and paragraph 7
above. We have reviewed and considered such research materials as are available with respect
thereto, but call to your attention the absence of any applicable case law concerning the
Cape Town Convention. As well, we point out that our views regarding the Cape Town
Convention expressed herein relate thereto only to the extent concerning the laws of the
State of New York and the Federal laws of the United States, and not as concerning the laws
of Ireland or other jurisdictions.




     (c) We express no opinion as to any provision of a Transaction Document that provides
the terms thereof may not be waived or modified except in writing, which may be limited
under certain circumstances.




     (d) We express no opinion as to any provision in a Transaction Document asserting that
the partial invalidity of one or more provisions thereof shall not invalidate the remaining
provisions thereof.




     (e) We express no opinion with respect to any indemnification or reimbursement
obligation or limitation on liability contained in a Transaction Document, insofar as such
provision provides exculpation or exemption from, or requires indemnification or
reimbursement of a party for, its own action or inaction, where such action or inaction
involves such party’s gross negligence, recklessness or wilful or unlawful misconduct or to
the extent any such provision is contrary to public policy.




     (f) Certain of the remedial provisions of the Security Agreement may be further limited
or rendered unenforceable by applicable law, but, subject to the other qualifications set
forth herein, in our opinion such law does not make the remedies afforded by the Security



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Agreement inadequate for the practical realization of the principal benefits intended
to be provided thereby.




     (g) United States federal court jurisdiction is limited by Section 28 U.S.C. § 1332
where diversity of citizenship is lacking and, even where diversity exists, federal courts
retain the power to transfer an action from one federal court to another under 28 U.S.C. §
1404(a) or to dismiss by reason of the doctrine of forum non conveniens.




     (h) We express no opinion as to title to any property or whether a United States
federal court or state court outside of the State of New York would give effect to the
choice of New York law provided for in a Transaction Document. Our opinion as to the
legality, validity, binding effect and enforceability of the governing law provisions of
each Transaction Document is based solely on Section 5-1401 of the New York General
Obligations Law. Our opinion as to the legality, validity, binding effect and
enforceability of the provisions of each Transaction Document in respect of the submission
to the jurisdiction of the courts of the State of New York is based solely on Section 5-1402
of the New York General Obligations Law.




     (i) We express no opinion, except as expressly set forth herein, as to the creation,
perfection or priority of any lien, pledge or security interest.




     (j) We express no opinion as to Section 8.07 of the Security Agreement insofar as such
Sections relate to indemnities against loss in converting from amounts denominated or paid
in one currency into a second currency. We note that, generally, all judgments and decrees
rendered by a federal or state court sitting in the State of New York are denominated in
U.S. Dollars; under the laws of the State of New York, however, where a cause of action is
based on an obligation denominated in another currency, any judgments or decrees must be
rendered or entered in such currency and be converted into U.S. Dollars at the rate of
exchange prevailing on the date of entry of the judgment or decree.




     (k) We express no opinion as to any provision of a Transaction Document that purports
to (i) grant rights of set-off to any person not a party thereto or (ii) permit set-off to
be made without notice.




     (l) We express no opinion as to any provision of any Transaction Documents that
purports to waive or exclude the rights of any person to commence any bankruptcy,
reorganization, insolvency or similar proceeding or purports to waive notice of
acceleration.




     (m) We express no opinion as to the effect of (i) the compliance or non-compliance of
any Obligor, the Collateral Agent or any other person or entity with any state or federal
laws or regulations applicable to such party because of its legal or regulatory status or
the nature of its business or (ii) the failure of any person or entity to be duly authorized
to conduct business in any jurisdiction.




     (n) We also express no opinion as to the applicability to, or effect on, the
obligations of any Opinion Party under any Transaction Document of Section 547 or 548 of the
United States Bankruptcy Code, 11 U.S.C. Sections 101 et seq. (as amended from time to time,
the “Bankruptcy Code”) or Article 10 of the New York Debtor and Creditor Law or any other
New York or Federal law relating to preferences or fraudulent transfers and obligations.




     (o) We call to your attention that a security interest of the Collateral Agent in any
Collateral constituting “payment intangibles”, “general intangibles” or “accounts” (as such
terms are defined in Article 9 of the NYUCC) may be subject to the rights, claims and
defenses of account debtors and the terms of agreements with account debtors. In the case
of any Collateral



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which is itself secured by other property, we express no opinion with respect to the
Collateral Agent’s rights in and to such underlying property.




     (p) Our opinion set forth in paragraph 4 above is subject to the further qualification
that: (i) in the case of proceeds, the Collateral Agent’s security interest is limited as
provided in Sections 9-315 and 9-322 of the NYUCC; and (ii) Section 552 of the Bankruptcy
Code limits (subject to the exceptions set forth therein) the extent to which property
acquired by a debtor after the commencement of a case under the Bankruptcy Code may be
subject to a security interest arising from a security agreement entered into by the debtor
before the commencement of such case.




     (q) In rendering our opinion set forth in paragraph 4 above, we have assumed that value
has been given to each Obligor party to the Security Agreement.




     (r) In rendering our opinion set forth in paragraph 6 above, we have assumed that the
place of business or chief executive office, as applicable, for ILFC Ireland and ILFC
Bermuda, is not located in a jurisdiction whose law generally requires information
concerning the existence of a nonpossessory security interest to be made generally available
in a filing, recording or registration system as a condition or result of the security
interest’s obtaining priority over the rights of a lien creditor with respect to the
collateral.




     (s) In the case of Collateral in which the security interest of the Collateral Agent
has been perfected by the filing of a Financing Statement, Article 9 of the Uniform
Commercial Code requires the filing of continuation statements within the period of six
months prior to the expiration of five years from the date of the original filings in order
to maintain the effectiveness of such filings.




     (t) The perfection of the Collateral Agent’s security interest will be terminated as to
any Collateral acquired by a US Obligor more than four months after such US Obligor so
changes its name as to make the Financing Statement filed in respect of such US Obligor
seriously misleading, unless an amendment to such Financing Statement indicating the new
name of the relevant entity is properly filed before the expiration of such four months.




     (u) If any US Obligor changes its jurisdiction of organization to a new jurisdiction,
the Collateral Agent’s security interest in certain of the Collateral will terminate four
months after such change (or, if earlier, when perfection would have ceased under the law of
the former jurisdiction), unless such security interest is perfected in such new
jurisdiction before termination.



The opinions expressed herein are limited to the federal laws of the United States, the laws of the
State of New York and, insofar as may be relevant to our opinions expressed herein in paragraphs 5
and 6, the CALUCC and the DCUCC. We are members of the bar of the State of New York and our
opinions relating to the CALUCC or the DCUCC are based solely on our review of statutory
compilations of such laws appearing in recognized reporting services.




The opinions set forth herein are rendered as of the date hereof and we disclaim any undertaking to
update this letter or otherwise advise you as to any changes of law or fact that may hereafter be
brought to our attention.




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This opinion is rendered solely for your benefit in connection with the Credit Agreement and may
not be relied upon for any other purpose, or relied upon by any other person or entity without our
prior written consent in each instance.




Very truly yours,




Clifford Chance US LLP






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UCC FINANCING STATEMENTS




 









 





SCHEDULE 1




Bank of America, N.A. as administrative agent and collateral agent




Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger




Banc of America Securities LLC, as joint lead arranger




 









 








EXHIBIT I

PRIORITY SEARCH CERTIFICATES




- 2 -









 





EXHIBIT E-1B




FORM OF OPINION OF IN-HOUSE COUNSEL TO THE BORROWER




[ILFC Letterhead]




	 	 	 	 	 
	 	 	 
	 	 	March 17, 2010 
	 	 	 
	 	 	 
	 



To the addressees listed on Schedule I attached hereto




Ladies and Gentlemen:




This opinion is being delivered to you by the undersigned as Corporate Counsel of International
Lease Finance Corporation, a California corporation (the “Borrower”), in connection with
that certain Credit Agreement, dated as of March 17, 2010 (the “Credit Agreement”), among
the Borrower, ILFC Ireland Limited, a private limited liability company incorporated under the laws
of Ireland with registration number 20936 (“ILFC Ireland”), ILFC (Bermuda) III, Ltd., a
company incorporated in Bermuda having its registered office at American International Building, 29
Richmond Road, Pembroke HM 08, Bermuda with registration number 17575, (“ILFC Bermuda” and
together with ILFC Ireland, the “Initial Intermediate Lessees”), certain intermediate
lessees from time to time party to the Credit Agreement (collectively, the “Intermediate
Lessees”), the lenders from time to time party to the Credit Agreement (collectively, the
“Lenders”), Bank of America, N.A. (“Bank of America”), as administrative agent (in
such capacity, the “Administrative Agent”), Bank of America, as collateral agent (in such
capacity, the “Collateral Agent”) and Goldman Sachs Lending Partners LLC (“Goldman
Sachs”), as syndication agent (in such capacity, the “Syndication Agent”).




This opinion is being furnished pursuant to Section 4.01(c) of the Credit Agreement. Capitalized
terms used and not otherwise defined herein shall have the respective meanings set forth in the
Credit Agreement.




In rendering the opinions set forth herein, I have examined and relied on originals or copies of
the following:



          (a) an executed copy of the Credit Agreement;


          (b) [an executed copy of that certain Promissory Note, dated as of March 17, 2010 (the
“Note”), made payable by the Borrower to the order of the [Lender] in the original
principal amount of                      Dollars ($___)];



 









 







          (c) an executed copy of that certain Aircraft Mortgage and Security Agreement, dated as of
March 17, 2010 (the “Mortgage”), among the Borrower, the Initial Intermediate Lessee, the
additional grantors from time to time party thereto and the Collateral Agent;


          (d) a true and complete copy of the Restated Articles of Incorporation of the Borrower, as
certified by the Secretary of the Borrower on March ___, 2010 (“Borrower’s Articles of
Incorporation”);


          (e) a true and complete copy of the Amended and Restated Bylaws of the Borrower, as certified
by the Secretary of the Borrower on March ___, 2010 (“Borrower’s Bylaws”);


          (f) a true and complete copy of the resolutions of the Board of Directors of the Borrower,
adopted on March 11, 2010 (“Borrower’s Resolutions”) by unanimous written consent; and


          (g) a true and complete copy of the certificates, each dated March ___, 2010, from the
Secretary of State of the State of California and the Franchise Tax Board of the State of
California, as to the Borrower’s existence and good standing in the State of California;



The Credit Agreement, the Note(s) and the Mortgage are referred to herein, individually, as a
“Loan Document” and, collectively, as the “Loan Documents”.




I have also examined originals or copies, certified or otherwise identified to my satisfaction, of
such records of the Borrower and such agreements, certificates and receipts of public officials,
certificates of officers or other representatives of the Borrower and others, and such other
documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.




In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as facsimile, electronic, certified or
photostatic copies, and the authenticity of the originals of such copies. As to any facts material
to the opinions expressed herein that I did not independently establish or verify, I have relied
upon statements and representations of other officers and other representatives of the Borrower and
others and of public officials.




The opinions set forth below are subject to the following further qualifications, further
assumptions and limitations:



          (a) the opinion set forth in paragraph 1 below with respect to the due incorporation, valid
existence and good standing status of the Borrower under the laws of the State of California is
based solely upon the certificates issued by the Secretary of State of the State of California and
the Franchise Tax Board of the State of California;


          (b) for purposes of the opinions set forth below, (i) “Applicable Laws” means those
laws, rules and regulations of the State of California and those federal laws, rules and
regulations of the United States of America, in each case that, in my experience, are normally or



- 2 -









 








customarily applicable to transactions of the type contemplated by the Loan Documents, but
without having made any special investigation as to the applicability of any specific law, rule or
regulation; (ii) “Applicable Contracts” means those agreements or instruments identified on
Schedule II attached hereto which are all of the agreements or instruments that are
material to the business or financial condition of the Borrower; (iii) “Governmental
Approval” means any consent, approval, license, authorization or validation of, or filing,
recording or registration with, any Governmental Authority pursuant to Applicable Laws where the
failure to obtain such consent, approval, license, authorization, validation, filing, qualification
or registration will result in a Material Adverse Effect, and other than any consent, approval,
license, authorization, validation, filing, qualification or registration that may have become
applicable as a result of the involvement of any party (other than the Borrower) in the
transactions contemplated by the Loan Documents or because of such parties’ legal or regulatory
status or because of any other facts specifically pertaining to such parties or required to be
obtained after the date hereof; and (iv) “Governmental Authority” means any court,
regulatory body, administrative agency or governmental body of the State of California or the
United States of America having jurisdiction over the Borrower under Applicable Laws;



          (c) I do not express any opinion as to the validity, binding effect or enforceability of the
Loan Documents; and


          (d) I do not express any opinion as to the effect on the opinions expressed herein of (i) the
compliance or noncompliance of any party to the Loan Documents (other than the Borrower to the
extent necessary to render the opinions set forth herein) with any state, federal or other laws or
regulations applicable to it or them or (ii) the legal or regulatory status or the nature of the
business of any party (other than with respect to the Borrower to the extent necessary to render
the opinions set forth herein).



I am admitted to the bar of the State of California, and I do not express any opinion as to any
laws other than the laws of the State of California and the federal laws of the United States of
America to the extent referred to specifically herein. Insofar as the opinions expressed herein
relate to matters governed by laws other than those set forth in the preceding sentence, I have
assumed, without having made any independent investigation, that such laws do not affect any of the
opinions set forth herein. The opinions expressed herein are based on laws in effect on the date
hereof, which laws are subject to change with possible retroactive effect.




Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions
set forth herein, I am of the opinion that:




1. The Borrower is a corporation duly organized, validly existing and in good standing under the
laws of the State of California.




2. The Borrower has the requisite corporate power and authority to execute, deliver and perform its
obligations under each of the Loan Documents to which it is a party. The execution, delivery and
performance by the Borrower of the Loan Documents to which it is a party have been duly authorized
by all necessary action on the part of the Borrower.




3. The execution and delivery of each of the Loan Documents to which it is a party, does not, and
the performance by the Borrower of its obligations thereunder, each in accordance with




- 3 -









 








its terms, do not (a) conflict with the Borrower’s Articles of Incorporation or the Borrower’s
Bylaws, (b) contravene any provision of any Applicable Law, (c) constitute a violation of or a
default under any Applicable Contract or (d) result in or cause the creation of any security
interest or lien upon any of the property of the Borrower pursuant to any Applicable Contract.




4. No Governmental Approval, which has not been obtained or taken and is not in full force and
effect, is required to authorize or is required in connection with the execution, delivery or
performance of each of the Loan Documents, each in accordance with its terms, by the Borrower.




5. In any proceedings duly taken in the courts of the State of California or a United States
federal court sitting in the State of California to enforce the Credit Agreement, the Note and the
Mortgage, the choice of New York law as the substantive law governing such Loan Documents should be
recognized and such law should be applied except as may otherwise be provided under the Loan
Documents and the California Uniform Commercial Code, including the California Uniform Commercial
Code Sections 9-301 to 9-307. The foregoing assumes that the transactions contemplated by such
Loan Documents bear a reasonable relationship to the State of New York and that the application of
New York law would not result in a violation of a fundamental public policy of the State of
California.



          The opinions set forth herein are solely for the benefit of the addressees (and their
successors and assigns) identified at the beginning of this opinion letter (the
“Addressees”) in connection with the execution and delivery of the Loan Documents by the
Borrower, and may not be relied upon in any manner or for any purpose by, nor may copies of this
opinion letter be delivered or distributed to, any other person or entity without my prior written
consent. The opinions set forth herein are limited to the matters stated herein and expressly set
forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters
expressly stated herein. This opinion letter is being provided to the Addressees as of the date
hereof, and the Borrower and I do not assume any obligation to update this opinion letter for
events occurring after the date of this opinion letter or to provide the Addressees with any
additional information that may come to our attention after the date hereof. Each Addressee’s
recourse, if any, on account of any opinion herein proving inaccurate, shall be against the
Borrower. I am rendering these opinions and this opinion letter in my capacity as Corporate
Counsel of the Borrower and not individually.



	 	 	 	 	 
	 	Very truly yours,







Czar Vigil

Corporate Counsel

 	 
	 	 	 
	 	 	 
	 	 	 



- 4 -









 






	 	 	 	 	 



Schedule I




Bank of America, N.A., as Administrative Agent and Collateral Agent

1455 Market Street, 5th Floor

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Facsimile No.: (415) 503-5099




Goldman Sachs Lending Partners LLC, as Syndication Agent and Joint Lead Arranger

200 West Street

New York, NY 10282

Attention: Elizabeth Fischer

Facsimile No.: (646) 769-7984




Banc of America Securities LLC, as Joint Lead Arranger

One Bryant Park

New York, New York 10036




- 5 -









 





Schedule II




Applicable Contracts



1. Restated Articles of Incorporation of the Borrower.




2. Amended and Restated By-Laws of the Borrower.




3. Indenture dated as of November 1, 1991, between the Borrower and U.S. Bank Trust National
Association (successor to Continental Bank, National Association), as Trustee.




4. First supplemental indenture, dated as of November 1, 2000, to the Indenture between the
Borrower and U.S. Bank Trust National Association.




5. Second Supplemental Indenture, dated as of February 28, 2001, to the Indenture between the
Borrower and U.S. Bank Trust National Association.




6. Third Supplemental Indenture, dated as of September 26, 2001, to the Indenture between the
Borrower and U.S. Bank Trust National Association.




7. Indenture dated as of November 1, 2000, between the Borrower and the Bank of New York, as
Trustee.




8. First Supplemental Indenture, dated as of August 16, 2002 to the indenture between the Borrower
and the Bank of New York.




9. Fourth Supplemental Indenture, dated as of November 6, 2002, to the indenture between the
Borrower and U.S. Bank National Association.




10. Fifth Supplemental Indenture, dated as of December 27, 2002, to the indenture between the
Borrower and U.S. Bank National Association.




11. Sixth Supplemental Indenture, dated as of June 2, 2003, to the indenture between the Borrower
and U.S. Bank National Association.




12. Seventh Supplemental Indenture, dated as of October 8, 2004, to the indenture between the
Borrower and U.S. Bank National Association.




13. Eighth Supplemental Indenture, dated as of October 5, 2005, to the indenture between the
Borrower and U.S. Bank National Association.




14. Ninth Supplemental Indenture, dated as of October 5, 2006, to the indenture between the
Borrower and U.S. Bank National Association.




- 6 -









 








15. Tenth Supplemental Indenture, dated as of October 9, 2007, to the indenture between the
Borrower and U.S. Bank National Association.




16. Agency Agreement (Amended and Restated), dated September 15, 2006, by and among the Borrower,
Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.




17. Supplemental Agency Agreement, dated September 7, 2007, among the Borrower, Citibank, N.A. and
Dexia Banque Internationale à Luxembourg, société anonyme.




18. Supplemental Agency Agreement, dated September 5, 2008, among the Borrower, Citibank, N.A. and
Dexia Banque Internationale à Luxembourg, société anonyme.




19. Supplemental Agency Agreement, dated Septemeber 4, 2009, among the Borrower, Citibank, N.A. and
Dexia Banque Internationale à Luxembourg, société anonyme.




20. Indenture, dated as of August 1, 2006, between the Borrower and Deutsche Bank Trust Company
Americas, as Trustee.




21. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as
borrower, the Borrower, as guarantor and the Bank of Scotland and the other banks listed therein.




22. Extension Letter, dated May 30, 2006, to Aircraft Facility Agreement, dated as of May 18, 2004,
among Whitney Leasing Limited, as borrower, the Borrower, as guarantor, and the Bank of Scotland
and other banks listed therein.




23. Extension Letter, dated May 30, 2007, to Aircraft Facility Agreement, dated as of May 18, 2004,
among Whitney Leasing Limited, as borrower, the Borrower, as guarantor, and the Bank of Scotland
and other banks listed therein.




24. Extension Letter, dated May 29, 2008, to Aircraft Facility Agreement, dated as of May 18, 2004,
among Whitney Leasing Limited, as borrower, the Borrower, as guarantor, and the Bank of Scotland
and other banks listed therein.




25. Extension Letter, dated May 11, 2009, to Aircraft Facility Agreement, dated as of May 18, 2004,
among Whitney Leasing Limited, as borrower, the Borrower, as guarantor, and the Bank of Scotland
and other banks listed therein.




26. $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the
Borrower, CitiCorp USA, Inc as Administrative Agent, and the other financial institutions listed
therein.




27. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October
14, 2005, among the Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial
institutions listed therein.




- 7 -









 








28. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among the
Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed
therein.




29. $2,000,000,000 Credit Agreement, dated as of October 13, 2009, among the Borrower, certain
subsidiaries of the Borrower named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank
Northwest, National Association, as security trustee.




30. $1,700,000,000 Amended and Restated Credit Agreement, dated as of October 13, 2009, among the
Borrower, certain subsidiaries of the Borrower named therein, AIG Funding, Inc., as lender, and
Wells Fargo Bank Northwest, National Association, as security trustee.




31. First Lien Borrower Party Guarantee Agreement, dated as of October 13, 2009, among the
Borrower, certain subsidiaries of the Borrower named therein for the benefit of the Federal Reserve
Bank of New York.




32. Third Lien Borrower Party Guarantee Agreement, dated as of October 13, 2009, among the
Borrower, certain subsidiaries of the Borrower named therein for the benefit of the Federal Reserve
Bank of New York.




33. Amendment Agreement, dated as of November 23, 2009, among the Borrower, certain subsidiaries of
the Borrower named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National
Association, as security trustee.




34. Temporary Waiver and Amendment, dated as of December 1, 2009, among the Borrower, certain
subsidiaries of the Borrower named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank
Northwest, National Association.




35. Temporary Waiver and Amendment No. 2, dated as of December 4, 2009, among the Borrower, certain
subsidiaries of the Borrower named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank
Northwest, National Association, as security trustee.




36. Amendment to Credit Agreements and First Lien Borrower Party Guarantee Agreement, dated as of
December 4, 2009, among the Borrower, certain subsidiaries of the Borrower named therein, AIG
Funding, Inc., as lender, and the Federal Reserve Bank of New York.




37. Amendment to Schedules of Certain Loan Documents, dated as of December 15, 2009, among the
Borrower, certain subsidiaries of the Borrower named therein, AIG Funding, Inc., as lender, the
Federal Reserve Bank of New York and Wells Fargo Bank Northwest, National Association, as security
trustee.




38. Amendment No. 2 to Schedules of Certain Loan Documents, dated as of January 29, 2010, among the
Borrower, certain subsidiaries of the Borrower named therein, AIG Funding, Inc., as lender, the
Federal Reserve Bank of New York and Wells Fargo Bank Northwest, National Association, as security
trustee.





- 8 -











 





EXHIBIT E-1C




FORM OF OPINION OF A&L GOODBODY










 









 





The addressees outlined in Schedule 1 hereto (the Addressees)



Dear Sirs,



We have acted on behalf of International Lease Finance Corporation (ILFC) which has requested us to
give you this opinion in connection with a credit agreement dated as of 17 March, 2010 (the Credit
Agreement) between ILFC as borrower, ILFC Ireland Limited (the Company) and ILFC Bermuda III, Ltd.
as intermediate lessees, the lenders identified therein as lenders, Bank of America, N.A. (the
Collateral Agent) as administrative agent and collateral agent and Goldman Sachs Lending Partners
LLC as syndication agent (the Credit Agreement) (the Transaction).





	1.	 	We have examined copies of






	 	1.1.	 	the agreements listed in Schedule 2 hereto (the Agreements);
	 
	 	1.2.	 	a contracting state search certificate (the Contracting State Certificate)
issued on 17 March 2010 in respect of Ireland describing the declarations made by
Ireland which is attached to this opinion as Exhibit I;
	 
	 	1.3.	 	priority search certificates (the Priority Search Certificates) issued on 10
March 2010 covering registrations describing the airframe and engines of each of the
Pool Aircraft which includes the registration of international interests in the
airframe and engines of each of the Pool Aircraft on the International Registry and
attached to this opinion as Exhibit II;
	 
	 	1.4.	 	a corporate certificate of the Company dated 17 March 2010 (the Certificate)
attaching:  






	 	1.4.1.	 	copies of the certificate of incorporation and memorandum and articles
of association of the Company;
	 
	 	1.4.2.	 	list of directors and secretary of the Company;
	 
	 	1.4.3.	 	a copy of the resolutions passed at the meeting of the board of directors of
the Company dated 17 March 2010;
	 
	 	1.4.4.	 	a copy of the power of attorney of the Company dated 17 March 2010; and
	 
	 	1.4.5.	 	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.




 









 











B





	 	 	Terms defined in the Credit Agreement have the same meaning in this opinion letter. The
Security Agreement, insofar as it relates to the Pool Aircraft, is referred to herein as
the Cape Town Agreement.
	 
	 	 	For the purpose of this opinion, the following terms shall have the following definitions.
The Convention means the Convention on International Interests in Mobile Equipment signed
in Cape Town on 16 November 2001 and the Protocol to the Convention on Matters Specific to
Aircraft Equipment (Aviation Protocol) adopted by the Secretariats of International Civil
Aviation Organisation (ICAO) and the International Institute for the Unification of Private
Law (UNIDROIT), and adopted pursuant to Resolution No. 1 of the Final Act of the Diplomatic
Conference to adopt the Convention and the Aviation Protocol under the auspices of ICAO and
UNIDROIT at Cape Town from 29 October to 16 November 2001. The Convention and the Aviation
Protocol are read and interpreted together as a single document as required by Article 6(1)
of the Convention and reference to the Convention in this opinion includes the Aviation
Protocol. In this opinion, references are made to the Articles of the Consolidated Text
which is a combination of the Convention and the Aviation Protocol authorised and created
pursuant to Resolution No. 1 of the Diplomatic Conference to Adopt a Mobile Equipment
Convention and an Aircraft Protocol. References to “Irish law” include the Convention as
enacted into Irish law by the International Interests in Mobile Equipment (Cape Town
Convention) Act, 2005.
	 
	 	 	Terms used in this opinion in respect of the Convention (whether or not capitalised) and
not otherwise defined in this opinion shall have the meanings given to such terms in the
Consolidated Text or the Regulations issued by the Supervisory Authority for the
International Registry pursuant to Article 27 of the Consolidated Text (the Regulations).
	 
	2.	 	For the purpose of giving this opinion we have assumed:






	 	2.1.	 	the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;
	 
	 	2.2.	 	that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings and/or the
subject-matter which they purport to record and that any meetings referred to in such
copies were duly convened and held and that all resolutions set out in such minutes
were duly passed and are in full force and effect;
	 
	 	2.3.	 	the genuineness of the signatures and seals on all original and copy
documents which we have examined;
	 
	 	2.4.	 	that the memorandum and articles of association of the 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









 





B




	 	2.7.	 	without having made any investigation that the terms of the Agreements are
lawful
and fully enforceable under the laws of the State of New York and any other
applicable laws other than the laws of Ireland and that the Security Agreement (as
defined in Schedule 2 hereto) creates valid and enforceable security interests in
accordance with its terms under the laws of the State of New York;
	 
	 	2.8.	 	the accuracy and completeness of all information appearing on public records;
	 
	 	2.9.	 	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; and
	 
	 	2.10.	 	in relation to the Cape Town Agreement:






	 	2.10.1.	 	that the minimum technical requirements stipulated in the definition of
“airframes” and/or “aircraft engines” in the Convention and the Regulations
have been fulfilled;
	 
	 	2.10.2.	 	that the airframe and engines of the Pool Aircraft are correctly identified
and described by the manufacturer’s serial number, name of manufacturer and
the manufacturer’s model designation;
	 
	 	2.10.3.	 	that as a matter of the laws of the State of New York, the Cape Town
Agreement is a “security agreement” and constitutes an international interest
in respect of the Pool Aircraft within the meaning of the Convention;
	 
	 	2.10.4.	 	that, at the time of execution of the Cape Town Agreement, the Company was
“situated” in Ireland within the meaning of the Convention. In this regard we
note that the Company is incorporated in Ireland;
	 
	 	2.10.5.	 	no other agreements have been entered into including, without limitation, a
subordination agreement, which would constitute international interests or
determine the priority of interest of any of the parties; and
	 
	 	2.10.6.	 	that the Contracting State Certificate description of declarations made by
Ireland and the date on which each such declaration is recorded is accurate in
all respects.






	3.	 	We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification
and to the other qualifications set out herein, we are of the opinion that:






	 	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 16 March 2010, the Company is validly existing under the laws of Ireland
and no steps have been taken or are being taken to appoint a receiver, examiner or
liquidator over it or to wind it up;
	 
	 	3.2.	 	the Company has the necessary power and authority, and all necessary
corporate and other action has been taken, to enable it to execute, deliver and
perform the




3









 





B




	 	 	 	 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; or
	 
	 	3.2.2.	 	any law or order to be contravened;






	 	3.3.	 	each of the Agreements has been duly executed on behalf of the Company;
	 
	 	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:






	 	3.6.1.	 	the requirement to file particulars of the charges created pursuant to the
Security Agreement with the Irish Registrar of Companies within 21 days of
their execution; and
	 
	 	3.6.2.	 	in order to ensure the priority given to a registered interest pursuant to
Article 42 of the Consolidated Text, it is necessary that the international
interests constituted by the Cape Town Agreement be registered with the
International Registry in the order agreed by the relevant parties;






	 	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 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 Agreements would be upheld by the
Irish Courts;
	 
	 	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:






	 	3.9.1.	 	that the foreign court had jurisdiction, according to the laws of Ireland;




4









 





B




	 	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; and
	 
	 	3.9.6.	 	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.	 	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;
	 
	 	3.11.	 	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;
	 
	 	3.12.	 	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;
	 
	 	3.13.	 	there is no applicable usury or interest limitation law in Ireland which
would restrict the recovery of payments in accordance with the Agreements;
	 
	 	3.14.	 	the Irish Courts will generally recognise the security interests created by
the Company pursuant to the Security Agreement in accordance with its terms, provided
that such interests or their enforcement are not illegal or contrary to public policy
as a matter of Irish law, that all Irish law formalities with regard to security
interests and their enforcement have been complied with and that the party creating
the security has absolute title, free from encumbrances and other third party rights,
to such assets;
	 
	 	3.15.	 	the International Interests in Mobile Equipment (Cape Town Convention) Act
2005 gave the force of law in Ireland to the Convention and Aviation Protocol;
	 
	 	3.16.	 	in order to ensure the priority given to a registered interest pursuant to
Article 42 of the Consolidated Text, it is necessary that the international interests
constituted by




5









 





B




	 	 	 	the Cape Town Agreement should be registered in the order agreed by the
relevant parties with the International Registry;
	 
	 	3.17.	 	according to the Contracting State Certificate, Ireland is a Contracting
State and as a Contracting State has made the declarations under the Convention listed
in the Contracting State Certificate;
	 
	 	3.18.	 	based upon the Priority Search Certificates, the international interests in
respect of the airframe and engines of each of the Pool Aircraft created by the Cape
Town Agreement (collectively, the Cape Town Interests) have been duly registered on
the International Registry and, accordingly, are effective against third parties in
Ireland as a matter of Irish law subject in each case to the rights and interests
described in paragraph 4.19 below;
	 
	 	3.19.	 	each of the Cape Town Interests is entitled to the priorities, protections
and benefits of the Convention subject to the assumptions and qualifications set forth
herein; and
	 
	 	3.20.	 	no further registration in the International Registry of any of the Cape
Town Interests is required under the Convention in order to maintain the effectiveness
and priority thereof.






	4.	 	The opinions set forth in this opinion letter are given subject to the following
qualifications:






	 	4.1.	 	an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an
adequate remedy;
	 
	 	4.2.	 	this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference
of 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 any of the Security Agreement. Such liability would be




6









 





B



	 	 	 	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
trustee. This right of the Revenue Commissioners (on which there is no case law) may
override the rights of the holders of security (whether fixed or floating) in relation
to the debt in question. Section 1002 could be relevant to the security created by the
Security Agreement;
	 
	 	4.9.	 	an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with Council Regulation 2001/44/EC on Jurisdiction and the Enforcement of Judgments;
	 
	 	4.10.	 	there is some possibility that depending on the actual course of dealing
between the parties to the Security Agreement, the fixed charges contained in the
Security Agreement may not be construed as fixed charges but as floating charges and
so become subject to prior claims of certain statutory preferential creditors;
	 
	 	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 Security Agreement 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;




7









 




B




	 	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;
	 
	 	4.18.	 	the Convention and Aviation Protocol came into force on 1 March 2006. As
such, practice and procedure with respect to legal opinions on the interpretation or
applicability of the Convention and Aviation Protocol, and the registrations and
searches made pursuant thereto, are still developing. The opinions set forth herein
are based on our interpretation of the Convention and Aviation Protocol as at the date
hereof, without the benefit of any precedent or established custom and practice;
	 
	 	4.19.	 	the Convention provides that the rights and interests of the parties arising
from international interests will only be subject to:






	 	4.19.1.	 	the rights and interests of persons evidenced on a Priority Search
Certificate as having a registration in relation to each “aircraft object”
that exists prior to the international interests constituted under the Cape
Town Agreement;
	 
	 	4.19.2.	 	the rights and interests of the Company in each “aircraft object” the
subject of the Cape Town Agreement pursuant to the Convention and the quiet
enjoyment provisions set out in any of the Leases;
	 
	 	4.19.3.	 	a pre-existing right or interest which enjoyed, under the applicable law
before the effective date of the Convention, a priority greater than that
international interest;
	 
	 	4.19.4.	 	non-consensual rights or interests included in those categories covered by
the declarations made by Ireland under the Convention, that under Irish law
have priority over an interest registered against an aircraft object; and
	 
	 	4.19.5.	 	the right of Ireland, or any State entity, intergovernmental organisation
or other private provider of public services described in the declarations
made by Ireland under the Convention, or of any Contracting State which may
move such a declaration in the future, to arrest or detain an aircraft object
under the laws of that Contracting State for payment of amounts owed to such
entity, organisation or provider directly relating to those services in
respect of that object or another aircraft object. Please note paragraph 4.20
in this regard;






	 	4.20.	 	Ireland has made a declaration under Article 39 of the Convention wherein
Ireland declared that a non-consensual right or interest has priority over a
registered international interest and providing that nothing in the Convention and
Aviation Protocol affects the laws of Ireland in relation to the detention and sale of
an aircraft to discharge payments in respect of a public service provided by Irish
governmental and other service providers in relation to all aircraft (by way of
example, landing fees charged by an Irish airport); and
	 
	 	4.21.	 	Ireland has not made a declaration under Article XI of the Aviation Protocol
on remedies on insolvency and, as a result, Irish national law will apply to the
rights of the Collateral Agent under the Cape Town Agreement on the insolvency of the
Company.




8









 











B




This opinion is addressed only to the Addressees and may be relied upon only by each such Addressee
for its sole benefit in connection with the Transaction and may not be relied on by any






9









 





B




assignees of any such persons or any other person.



Yours faithfully,











10









 





B





SCHEDULE 1




The Addressees



Bank of America, N.A. in its capacity as Collateral Agent and Administrative Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103




Goldman Sachs Lending Partners LLC in its capacity as Syndication Agent and Joint Lead Arranger

200 West Street

New York

NY 10282




Banc of America Securities LLC, as Joint Lead Arranger

One Bryant Park

New York

NY 10036




11









 





B




SCHEDULE 2




The Agreements



All documents are dated as of 17 March 2010 unless otherwise stated




	1.	 	The Credit Agreement.
	 
	2.	 	Aircraft Mortgage and Security Agreement among ILFC, the Company, ILFC Bermuda III, Ltd. and
the additional grantors referred to therein as grantors and the Collateral Agent as collateral
agent (the Security Agreement).




12









 











B




Exhibit I




Contracting State Certificate



13









 





B




Exhibit II




Priority Search Certificates




14











 








EXHIBIT E-2




FORM OF OPINION OF DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON






(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)




________ __, 2010


To the Parties Named on




     Schedule 1 attached hereto







	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”)




Ladies and Gentlemen:




          Acting as special legal counsel in connection with the transactions contemplated by the
instruments described below, this opinion is furnished to you with respect to (i) the registration
of interests with the International Registry (the “IR”) created pursuant to, and according to the
provisions of, the Convention on International Interests in Mobile Equipment (the “Convention”),
the Protocol to the Convention on International Interests in Mobile Equipment on Matters Specific
to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on November 16,
2001, together with the Regulations for the International Registry (the “Regulations”), the
International Registry Procedures (the “Procedures”), and all other rules, amendments, supplements,
and revisions thereto (collectively the “CTT”), all as in effect on this date in the United States
of America, as a Contracting State, and (ii) the recordation of instruments and the registration of
airframes with the Federal Aviation Civil Aircraft Registry (the “FAA”) under the requirements of
Title 49 of the United States Code (the “Transportation Code”).




 









 








          Terms capitalized herein and not otherwise defined herein shall have the meanings given in the
CTT and on Schedule 3 attached hereto.




          On ______ ___, 2010, at ______ ___.m., C.S.T., we examined and filed with the FAA that certain
FAA Aircraft Mortgage and Lease Security Agreement (MSN _________) dated as of _________, 2010 (the
“Security Agreement”) by and between International Lease Finance Corporation (“ILFC”), as grantor,
and Bank of America, N.A., as collateral agent (the “Collateral Agent”), granting a security
interest in the Airframe, the Engines and the Lease.




          The interest created by the Lease is referred to herein as the “CTT Lease Interest”. The
interest created by the Security Agreement is referred to herein as the “CTT Security Interest”.
The security assignment of the Lease created by the Security Agreement is referred to herein as the
“CTT Security Assignment Interest”. The CTT Lease Interest, the CTT Security Interest and the CTT
Security Assignment Interest are referred to herein collectively as the “CTT Interests”.




          Based upon our examination of the foregoing instruments and such records of the FAA and the IR
as we deemed necessary to render this opinion, it is our opinion that:





	1.	 	the Airframe and the Engines constitute Aircraft Objects based upon the Interim Updatable
List of Eligible Aircraft Objects compiled by the FAA;
	 
	2.	 	the Security Agreement is in due form for recordation by, and has been duly filed for
recordation with, the FAA pursuant to and in accordance with the Transportation Code;
	 
	3.	 	the Airframe is duly registered in the name of ILFC pursuant to and in accordance with the
Transportation Code;
	 
	4.	 	the owner of the Airframe for registration purposes at the FAA is ILFC and the Airframe and
the Engines are free and clear of liens and encumbrances of record at the FAA except as
created by:






	 	(a)	 	the Lease, which has been assigned for security purposes to the
Collateral Agent by the Security Agreement; and,
	 
	 	(b)	 	the Security Agreement;




 









 










To the Parties Named on




     Schedule 1 attached hereto




_________ ___, 2010

Page 4





	5.	 	the Security Agreement creates a duly perfected first priority security interest, subject
to the rights of the parties under the Lease, in favor of the Collateral Agent, pursuant to
the Transportation Code, in the Airframe and the Engines, it being understood that no opinion
is rendered herein as to the validity, priority or enforceability of such security interest
under applicable local or foreign law, or as to recognition of the perfection of the security
interest as against third parties in any legal proceeding outside the United States;
	 
	6.	 	the rights of ILFC, as lessor, and ____________, as lessee, under the Lease, with respect
to the Airframe and the Engines, are perfected at the FAA;
	 
	7.	 	the Security Agreement creates a duly perfected assignment for security purposes in favor of
the Collateral Agent of all of the right, title and interest of ILFC in, to and under the
Lease (insofar as such assignment affects an interest covered by the recording system
established by the FAA pursuant to 49 U.S.C. Section 44107), it being understood that no
opinion is herein expressed as to the validity, priority or enforceability of such assignment
under local law or as to the recognition of the perfection of such assignment as against third
parties in any legal proceeding outside the United States;
	 
	8.	 	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:






	 	(i)	 	the CTT Lease Interest, which has been
assigned to the Collateral Agent by the CTT Security Assignment
Interest; and,
	 
	 	(ii)	 	the CTT Security Interest;






	 	(b)	 	the CTT Lease Interest has been duly registered on the
IR and constitutes a first priority International Interest in the Airframe
and the Engines;




 









 










To the Parties Named on




     Schedule 1 attached hereto




_________ ___, 2010

Page 5





	 	(c)	 	the CTT Security Interest has been duly registered on
the IR and constitutes an International Interest in the Airframe and the
Engines; and,
	 
	 	(d)	 	the CTT Security Assignment Interest has been duly registered on the
IR as an Assignment of the CTT Lease Interest;






	 	9.	 	the CTT Interests are entitled to the priorities, protections and benefits of
the CTT, subject to the statements on Exhibit A attached hereto;
	 
	 	10.	 	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 ILFC; and,
	 
	 	(b)	 	maintain the lien and priority of:






	(i)	 	the Lease, with respect to the Airframe and the
Engines;
	 
	(ii)	 	the Security Agreement, with respect to the
Airframe, the Engines and the Lease; and,
	 
	11.	 	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 and the Security Agreement, except for such filings as are referred to above and the
prior filing of the Lease with the FAA.





          In the event the CTT Interests are not subject to the CTT, then the interests created thereby
are governed by the Transportation Code or applicable law.




 









 







To the Parties Named on




     Schedule 1 attached hereto




_________ ___, 2010

Page 6




          This opinion is subject to certain comments, limitations and assumptions as listed in
Exhibit A attached hereto and incorporated herein by reference.




	 	 	 	 	 
	 	Very truly yours,





Robert M. Peregrin

For the Firm

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



SCHEDULE 1



International Lease Finance Corporation



Bank of America, N.A., as administrative agent and collateral agent



Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger



Bank of America Securities LLC, as joint lead arranger






 









 








SCHEDULE 2




[the Priority Search Certificates attached hereto]



 









 





SCHEDULE 3




Description of Lease



 









 





EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:



1. the records maintained by the FAA are accurate in all respects;



2. 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;



3. 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;



4. at the time each of the Lease and the Security Agreement was concluded, the Debtor was situated,
pursuant to the CTT, in the United States;



5. the necessary parties under each of the Lease and the Security Agreement have given the consents
in writing to the registration with the IR of the interests in the Airframe and the Engines created
thereby;



6. each of the CTT Interests is effective under applicable local law to constitute an Interest or
an Assignment subject to the CTT and registration on the IR;



7. all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;



8. 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;



9. in rendering this opinion, we have assumed that:





	(a)	 	ILFC 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;





     (ii) 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;



     (iii) the Airframe is not registered under the civil aircraft registry of any other country;



     (iv) 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;



     (v) 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 Security Agreement; and,



     (vi) 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.


In addition, our opinion is subject to the following limitations:





	1.	 	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;
	 
	2.	 	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;




A-1









 












	3.	 	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;
	 
	4.	 	no opinion is expressed herein as to laws other than the CTT and the Transportation Code;
	 
	5.	 	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,
	 
	6.	 	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;
	 
	(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-2









 













(EXISTING IR REGISTRATION)




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)



                     ___, 2010


To the Parties Named on




     Schedule 1 attached hereto



	 	 	 

	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”)





Ladies and Gentlemen:




          Acting as special legal counsel, this opinion is furnished to you with respect to the
registration of interests with the International Registry (the “IR”) created pursuant to, and
according to the provisions of, the Convention on International Interests in Mobile Equipment (the
“Convention”), the Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on
November 16, 2001, together with the Regulations for the International Registry (the
“Regulations”), the International Registry Procedures (the “Procedures”), and all other rules,
amendments, supplements, and revisions thereto (collectively the “CTT”).




          Terms capitalized herein and not otherwise defined herein shall have the meanings given in the
CTT and on Schedule 3 attached hereto.




          Based upon our examination of such records of the IR as we deemed necessary to render this
opinion, it is our opinion that:





	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:










 









 








To the Parties Named on

     Schedule 1 attached hereto

_________ ___, 2010

Page 4








	 	(i)	 	the Lease International Interest, which
has been assigned by the Security Assignment Interest; and,
	 
	 	(ii)	 	the Security Agreement International
Interest;






	 	(b)	 	the Lease International Interest has been duly registered on the IR and
constitutes a first priority International Interest in the Airframe and the
Engines;
	 
	 	(c)	 	the Security Agreement International Interest has been duly registered
on the IR and constitutes an International Interest in the Airframe and the
Engines; and,
	 
	 	(d)	 	the Security Assignment Interest has been duly registered on the IR as
an assignment of the 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.





     In the event the CTT Interests are not subject to the CTT, then the interests created thereby
are governed by applicable law.



 









 





To the Parties Named on

     Schedule 1 attached hereto

_________ ___, 2010

Page 5




     This opinion is subject to certain comments, limitations and assumptions as listed in Exhibit
A attached hereto and incorporated herein by reference.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	Robert M. Peregrin
 	 
	 	For the Firm 	 
	 	 	 	 



 









 






	 	 	 	 	 



SCHEDULE 1



International Lease Finance Corporation



Bank of America, N.A., as administrative agent and collateral agent



Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger



Banc of America Securities LLC, as joint lead arranger



































 









 








SCHEDULE 2




[the Priority Search Certificates attached hereto]



 









 





SCHEDULE 3




Description of Lease International Interest



          International
Interest registered with the International Registry ___ between
___, as Debtor, and International Lease Finance Corporation, as Creditor, as set forth
on the Priority Search Certificates, with respect to the Airframe and the Engines.




Description of Security Agreement International Interest




          International Interest registered with the International Registry ___, 2010 between
International Lease Finance Corporation, as Debtor, and Bank of America, N.A., as Collateral Agent,
as Creditor, as set forth on the Priority Search Certificates, with respect to the Airframe and the
Engines.




Description of Security Assignment Interest




          Assignment of an International Interest registered with the International Registry ___
___, 2010 between International Lease Finance Corporation, as Assignor, and Bank of America, N.A.,
as Collateral Agent, as Assignee, as set forth on the Priority Search Certificates, with respect to
the Airframe and the Engines.




Description of CTT Interests




          The Lease International Interest, the Security Agreement International Interest and the
Security Assignment Interest are referred to collectively as the “CTT Interests”.













å3-1









 








EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:





	1.	 	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;
	 
	2.	 	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;
	 
	3.	 	the CTT Interests are effective to constitute an International Interest or an Assignment of
an International Interest subject to the CTT and registration on the IR;
	 
	4.	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;
	 
	5.	 	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;
	 
	6.	 	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.




In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	(a)	 	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









 












	(b)	 	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,
	 
	(c)	 	does not cover any rights to arrest or detain an airframe or an engine under any
applicable law.




A-1









 













(MULTIPLE EXISTING IR REGISTRATIONS)




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)



___, 2010


To the Parties Named on




     Schedule 1 attached hereto



	 	 	 

	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”)





Ladies and Gentlemen:




          Acting as special legal counsel this opinion is furnished to you with respect to the
registration of interests with the International Registry (the “IR”) created pursuant to, and
according to the provisions of, the Convention on International Interests in Mobile Equipment (the
“Convention”), the Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on
November 16, 2001, together with the Regulations for the International Registry (the
“Regulations”), the International Registry Procedures (the “Procedures”), and all other rules,
amendments, supplements, and revisions thereto (collectively the “CTT”).




          Terms capitalized herein and not otherwise defined herein shall have the meanings given in the
CTT and on Schedule 3 attached hereto.




          Based upon our examination of such records of the IR as we deemed necessary to render this
opinion, it is our opinion that:





	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:




 









 











To the Parties Named on

     Schedule 1 attached hereto

_________ ___, 2010

Page 3





	 	(a)	 	the Airframe and the Engines are subject only to:






	 	(i)	 	the Head Lease International Interest,
which has been assigned by the Head Lease Security Assignment
Interest;
	 
	 	(ii)	 	the Sublease International Interest,
which has been assigned by the Sublease Security Assignment
Interest; and,
	 
	 	(iii)	 	the Security Agreement International Interest;






	 	(b)	 	the Head 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 Sublease International Interest has been duly registered on the IR
and constitutes an International Interest in the Airframe and the Engines;
	 
	 	(d)	 	the Security Agreement International Interest has been duly registered
on the IR and constitutes an International Interest in the Airframe and the
Engines;
	 
	 	(e)	 	the Head Lease Security Assignment Interest has been duly registered on
the IR as an assignment of the Head Lease International Interest; and,
	 
	 	(f)	 	the Sublease Security Assignment Interest has been duly registered on
the IR as an assignment of the Sublease 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.





          In the event the CTT Interests are not subject to the CTT, then the interests created thereby
are governed by applicable law.





 









 








To the Parties Named on

     Schedule 1 attached hereto

_________ ___, 2010

Page 4




          This opinion is subject to certain comments, limitations and assumptions as listed in Exhibit
A attached hereto and incorporated herein by reference.




	 	 	 	 	 
	 	Very truly yours,

 	 
	 	Robert M. Peregrin
 	 
	 	For the Firm 	 
	 	 	 	 
	 




 











 





SCHEDULE 1



International Lease Finance Corporation



Bank of America, N.A., as administrative agent and collateral agent



Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger



Banc of America Securities LLC, as joint lead arranger













 









 








SCHEDULE 2




[the Priority Search Certificates attached hereto]



 









 





SCHEDULE 3




Description of Head Lease International Interest



          International
Interest registered with the International Registry                      ___, 20___ between
ILFC Ireland Limited, as Debtor, and International Lease Finance Corporation, as Creditor, as set
forth on the Priority Search Certificates, with respect to the Airframe and the Engines.




Description of Sublease International Interest




          International
Interest registered with the International Registry                      ___, 20___ between
                                        , as Debtor, and ILFC Ireland Limited, as Creditor, as set forth on the Priority
Search Certificates, with respect to the Airframe and the Engines.




Description of Security Agreement International Interest




          International
Interest registered with the International Registry                      ___, 20___ between
International Lease Finance Corporation, as Debtor, and Bank of America, N.A., as Collateral Agent,
as Creditor, as set forth on the Priority Search Certificates, with respect to the Airframe and the
Engines.




Description of Head Lease Security Assignment Interest




          Assignment of an International Interest registered with the International Registry                     
___, 2010 between International Lease Finance Corporation, as Assignor, and Bank of America, N.A.,
as Collateral Agent, as Assignee, registered with the International Registry as set forth on the
Priority Search Certificates, with respect to the Airframe and the Engines.




Description of Sublease Security Assignment Interest




          Assignment of an International Interest registered with the International Registry                     
___, 2010 between ILFC Ireland Limited, as Assignor, and Bank of America, N.A., as Collateral Agent,
as Assignee, registered with the International Registry as set forth on the Priority Search
Certificates, with respect to the Airframe and the Engines.







å3-1









 








Description of CTT Interests




          The Head Lease International Interest, the Sublease International Interest, the Security
Agreement International Interest, the Head Lease Security Assignment Interest and the Sublease
Security Assignment Interest are referred to collectively as the “CTT Interests”.










å3-2









 








EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:





	1.	 	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;
	 
	2.	 	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;
	 
	3.	 	the CTT Interests are effective to constitute an International Interest or an Assignment of
an International Interest subject to the CTT and registration on the IR;
	 
	4.	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;
	 
	5.	 	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;
	 
	6.	 	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.




In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	(a)	 	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









 












	(b)	 	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,
	 
	(c)	 	does not cover any rights to arrest or detain an airframe or an engine under any
applicable
law.




A-1









 













(NO EXISTING IR REGISTRATIONS)




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)



                     ___, 2010


To the Parties Named on




     Schedule 1 attached hereto



	 	 	 

	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”)





Ladies and Gentlemen:




          Acting as special legal counsel, this opinion is furnished to you with respect to the
registration of interests with the International Registry (the “IR”) created pursuant to, and
according to the provisions of, the Convention on International Interests in Mobile Equipment (the
“Convention”), the Protocol to the Convention on International Interests in Mobile Equipment on
Matters Specific to Aircraft Equipment (the “Protocol”), both signed in Cape Town, South Africa on
November 16, 2001, together with the Regulations for the International Registry (the
“Regulations”), the International Registry Procedures (the “Procedures”), and all other rules,
amendments, supplements, and revisions thereto (collectively the “CTT”).




          Terms capitalized herein and not otherwise defined herein shall have the meanings given in the
CTT and on Schedule 3 attached hereto.




          Based upon our examination of such records of the IR as we deemed necessary to render this
opinion, it is our opinion that:





	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:




 









 










To the Parties Named on




     Schedule 1 attached hereto



                     ___, 2010

Page 3





	 	(a)	 	the Airframe and the Engines are subject only to the Security Agreement
International Interest;
	 
	 	(b)	 	the Security Agreement International Interest has been duly registered
on the IR and constitutes a first priority International Interest in the Airframe
and the Engines;






	3.	 	the Security Agreement International Interest 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 Security Agreement International Interest is
required under the CTT in order to maintain the effectiveness and priority thereof.





          In the event the Security Agreement International Interest is not subject to the CTT, then the
interest created thereby is governed by applicable law.




          This opinion is subject to certain comments, limitations and assumptions as listed in Exhibit
A attached hereto and incorporated herein by reference.




	 	 	 	 	 
	 	Very truly yours,



Robert M. Peregrin

For the Firm

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



SCHEDULE 1



International Lease Finance Corporation



Bank of America, N.A., as administrative agent and collateral agent



Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger



Banc of America Securities LLC, as joint lead arranger









 









 








SCHEDULE 2




[the Priority Search Certificates attached hereto]



 









 





SCHEDULE 3




Description of Security Agreement International Interest




     International Interest registered with the International Registry                      ___, 2010 between
International Lease Finance Corporation, as Debtor, and Bank of America, National Association, as
Collateral Agent, as Creditor, as set forth on the Priority Search Certificates, with respect to
the Airframe and the Engines.



 









 





EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:





	1.	 	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;
	 
	2.	 	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;
	 
	3.	 	the Security Agreement International Interest is effective to constitute an International
Interest subject to the CTT and registration on the IR;
	 
	4.	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;
	 
	5.	 	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;
	 
	6.	 	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.




In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	(a)	 	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









 












	(b)	 	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,






	(c)	 	does not cover any rights to arrest or detain an airframe or an engine under any
applicable
law.






 











 





EXHIBIT F




FORM OF NOTE




                                        




     FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                                         or registered assigns (the “Lender”), in accordance with the
provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time
to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of March
17, 2010 (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Agreement”; the terms defined therein being used herein as therein defined),
among the Borrower, ILFC Ireland Limited and ILFC (Bermuda) III, Ltd., as Intermediate Lessees, the
Lenders indentified therein, Bank of America, N.A., as Administrative Agent, Bank of America, N.A.,
as Collateral Agent, and Goldman Sachs Lending Partners LLC, as Syndication Agent.



     The Borrower promises to pay interest on the unpaid principal amount of each Loan from the
date of such Loan until such principal amount is paid in full, at such interest rates and at such
times as provided in the Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof until the date of
actual payment (and before as well as after judgment) computed at the per annum rate set forth in
the Agreement.



     This Note is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and conditions provided
therein. This Note is also secured by the Collateral. Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on
this Note shall become, or may be declared to be, immediately due and payable all as provided in
the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business. The Lender may also attach schedules
to this Note and endorse thereon the date, amount and maturity of its Loans and payments with
respect thereto.



     The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment,
protest and demand and notice of protest, demand, dishonor and non-payment of this Note.



 









 





     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.



	 	 	 	 	 
	 	

INTERNATIONAL LEASE FINANCE 

CORPORATION

 	 
	 	By:  	 	 
	 
	 	 	Name:  	 	 
	 
	 	 	Title:  	 	 



A-2









 







	 	 	 	 	 



LOANS AND PAYMENTS WITH RESPECT THERETO



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount of Principal	 	 	Outstanding	 	 	 	 
	 	 	 	 	 	 	End of Interest	 	 	or Interest Paid	 	 	Principal Balance	 	 	 	 
	Date	 	Amount of Loan Made	 	 	Period	 	 	This Date	 	 	This Date	 	 	Notation Made By	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





A-3









 



EXHIBIT G



FORM OF ADMINISTRATIVE QUESTIONNAIRE



ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL



	 	 	 

	FAX ALONG WITH COMMITMENT LETTER TO: Carla Ruiz-Ney
	 	 
	 


	
FAX # 704.264.2472


	 

	 
	 	 
	 
	 	 
	I. Borrower Name: International Lease Finance Company
	 	 
	 







$750,000,000                               Type of Credit Facility: Term Loan 
                  
                
                         




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	 	Secondary
	 	 	Credit Contact	 	Operations Contact	 	Operations Contact
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Telephone:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	Facsimile:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	E Mail Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	IntraLinks E Mail 

Address:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 





Does Secondary Operations Contact need copy of notices?                     YES                     NO




 





     




 









 





ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL




	 	 	 	 	 	 	 
	 	 	Letter of Credit	 	Draft Documentation	 	 
	 	 	Contact	 	Contact	 	Legal Counsel
	 
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	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):



Pay to:



      
                                                        
                  

(Bank Name)



   
                                                                             

(ABA #)



                                                    
                            

(Account #)



   
                                                                             

(Attention)




VIII. Lender’s Fed Wire Payment Instructions:



Pay to:




	 	 	 	 	 	 	 

	 	 	 	 	 
	 

	 	(Bank Name)	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(ABA#)
	 	(City/State)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Account #)
	 	(Account Name)	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	(Attention)	 	 	 	 






IX. Organizational Structure and Tax Status




 





     








2









 








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):

	 	                                               





Tax Withholding Form Delivered to Bank of America*:



                     W-9



                     W-8BEN



                     W-8ECI



                     W-8EXP



                     W-8IMY




	 	 	 	 	 
	 	 	Tax Contact	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Title:
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	Telephone:
	 	 	 	 
	 

	 	 

	 	 
	Facsimile:
	 	 	 	 
	 

	 	 

	 	 
	E Mail Address:
	 	 	 	 
	 

	 	 

	 	 





NON–U.S. LENDER INSTITUTIONS



1. Corporations:



If your institution is incorporated outside of the United States for U.S. federal income tax
purposes, and is the beneficial owner of the interest and other income it receives, you must
complete one of the following three tax forms, as applicable to your institution: a.) Form W-8BEN
(Certificate of Foreign Status of Beneficial Owner), b.) Form W-8ECI (Income Effectively Connected
to a U.S. Trade or Business), or c.) Form W-8EXP (Certificate of Foreign Government or Governmental
Agency).



A U.S. taxpayer identification number is required for any institution submitting a Form W-8 ECI.
It is also required on Form W-8BEN for certain institutions claiming the benefits of a tax treaty
with the U.S. Please refer to the instructions when completing the form applicable to your
institution. In addition, please be advised that U.S. tax regulations do not permit the acceptance
of faxed forms. An original tax form must be submitted.



2. Flow-Through Entities




 





     








3









 








ADMINISTRATIVE DETAILS REPLY FORM — US DOLLAR ONLY




CONFIDENTIAL



If your institution is organized outside the U.S., and is classified for U.S. federal income tax
purposes as either a Partnership, Trust, Qualified or Non-Qualified Intermediary, or other non-U.S.
flow-through entity, an original Form


W-8IMY (Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. branches
for United States Tax Withholding) must be completed by the intermediary together with a
withholding statement. Flow-through entities other than Qualified Intermediaries are required to
include tax forms for each of the underlying beneficial owners.



Please refer to the instructions when completing this form. In addition, please be advised that
U.S. tax regulations do not permit the acceptance of faxed forms. Original tax form(s) must be
submitted.



U.S. LENDER INSTITUTIONS:



If your institution is incorporated or organized within the United States, you must complete and
return Form W-9 (Request for Taxpayer Identification Number and Certification). 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.



*Additional guidance and instructions as to where to submit this documentation can be found on
Annex 1 to this form.




X. Bank of America Payment Instructions:





			
	Pay to:	 	Bank of America, N.A.

ABA # 026009593

New York, NY

Acct. # 001292000883

Attn: Large Corporate Loans, Credit Services

Ref: International Lease Finance Company





 





     





4











 








EXHIBIT H




FORM OF INTERCREDITOR AGREEMENT




     INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 17, 2010, among
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (the “Company”), BANK OF
AMERICA, N.A. (“Bank of America”), as the Senior Collateral Agent, and the Junior Lien
Representatives from time to time party hereto in accordance with the terms hereof.



     WHEREAS, the Company, ILFC Ireland Limited, a private limited liability company incorporated
under the laws of Ireland, and ILFC (Bermuda) III, Ltd., a Bermuda company (collectively, the
“Initial Intermediate Lessees”), certain intermediate lessees party thereto pursuant to
Section 2.10(c) thereof, the lenders from time to time party to thereto, Bank of America as
administrative agent, Bank of America as the collateral agent and Goldman Sachs Lending Partners
LLC, as syndication agent are parties to that certain Credit Agreement, dated as of March 17, 2010
(as amended, supplemented or otherwise modified from time to time, the “Senior Loan
Agreement”);



     WHEREAS, the Company, the Initial Intermediate Lessees, the other grantors from time to time
party to thereto, Bank of America as the collateral agent are parties to that certain Aircraft
Mortgage and Security Agreement, dated as of March 17, 2010 (as amended, supplemented or otherwise
modified from time to time, the “Senior Security Agreement” and, together with the Senior
Loan Agreement and the other Loan Documents as defined in the Senior Loan Agreement, the
“Senior Loan Documents”);



     WHEREAS, the Company may, from time to time, incur Junior Lien Debt (as defined below) in
accordance with the terms and conditions of the Senior Loan Documents and this Agreement;



     WHEREAS, the Company, the Senior Collateral Agent and each Junior Lien Representative (by
accession hereto pursuant to the terms hereof) are entering into this Agreement to set forth
certain arrangements with respect to the Collateral, including certain intercreditor arrangements
with respect to the enforcement of rights under this Agreement, the Senior Loan Documents and the
Junior Lien Documents (as defined below), the allocation of proceeds from any enforcement action in
respect of the Collateral and the subordination of the Junior Secured Obligations to the Senior
Secured Obligations (each as defined below);



     NOW THEREFORE, for good and valuable consideration, receipt whereof has been duly received,
the parties hereto agree as follows:



     Section 1. Definitions. The following terms shall have the following meanings:



     “Agreement” shall have the meaning assigned to such term in the preamble.



     “Assigned Document” shall have the meaning assigned to such term in the Senior
Security Agreement.



 









 





     “Case” shall have the meaning assigned to such term in Section 5(a).



     “Collateral” shall mean the collateral security granted under Section 2.01 of the
Senior Security Agreement (including, without limitation, the collateral security granted under any
Grantor Supplement (as defined in the Senior Security Agreement)).



     “Company” shall have the meaning assigned to such term in the preamble.



     “Control” means possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the ability to exercise
voting power, by contract or otherwise. “Controlling” and “Controlled” have
meanings correlative thereto.



     “Default” shall have the meaning assigned to such term in Senior Loan Agreement.



     “Event of Default” shall have the meaning assigned to such term in the Senior Loan
Agreement.



     “GAAP” means generally accepted accounting principles as in effect from time to time
in the United States, applied on a basis consistent (except for changes concurred in by the
Company’s independent public accountants) with the most recent audited consolidated financial
statements of the Company and its consolidated subsidiaries delivered to the Senior Lenders.



     “Governmental Authority” means the government of the United States, any other nation
or any state, locality or political subdivision of the United States or any other nation, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.



     “Grantor” shall have the meaning assigned to such term in the Senior Security
Agreement.



     “Insolvency Event” shall mean any event or occurrence described in clauses (g), (h) or
(i) of Article 6 of the Senior Loan Agreement.



     “Intercreditor Confirmation” means, as to any Series of Junior Lien Debt, the written
agreement of the Junior Lenders, as set forth in the Junior Lien Documents governing such Series of
Junior Lien Debt, for the benefit of all holders of Secured Debt and each Secured Debt
Representative:




     (a) that all Junior Lien Obligations will be and are secured equally and ratably with
other Junior Lien Obligations by the Collateral and subordinated to the Senior Secured
Obligations, and will and do constitute obligations of the Company at least pari passu with
the senior unsecured indebtedness of the Company; and



2









 






     (b) that the holders of Junior Lien Obligations in respect of such Series of Junior
Lien Debt are bound by and consent to the provisions of this Agreement, including the
provisions of Section 2(b) setting forth the priority of payments and the provisions hereof
setting forth the subordination of the Junior Secured Obligations to the Senior Secured
Obligations.



     “Junior Event of Default” shall mean an “Event of Default” or similar term under and
as defined in any Junior Loan Documents.



     “Junior Lenders” means the lenders and/or noteholders under the Junior Lien Documents.



     “Junior Lien” means a Lien granted by the Company or any Subsidiary thereof, at any
time, upon any property of the Borrower or such Subsidiary that includes all or any portion of the
Collateral, to secure Junior Lien Obligations.



     “Junior Lien Debt” means any indebtedness (including letters of credit and
reimbursement obligations with respect thereto) of the Company that is secured on a junior basis to
the Senior Secured Obligations by any Junior Lien that was permitted to be incurred and so secured
under each applicable Senior Loan Document; provided that on or before the date on which
such indebtedness is incurred by the Company:




     (a) such indebtedness is designated by the Company, in a Junior Lien Designation
delivered to each Junior Lien Representative, the Lenders and each Senior Agent, as “Junior
Lien Debt” for the purposes of the Senior Loan Documents and this Agreement, which Junior
Lien Designation shall confirm that the requirements in this definition of “Junior Lien
Debt” have been satisfied; provided that the none of the Senior Obligations may be
designated as Junior Lien Debt;




     (b) such indebtedness is (i) governed by an indenture, credit agreement or other
agreement that includes an Intercreditor Confirmation, (ii) does not include any covenants
of the Company that are more restrictive than the covenants of the Company set forth in the
Senior Loan Documents and (iii) does not provide for a Junior Event of Default in the event
of a default under any other indebtedness of the Company unless such default shall have
resulted in an aggregate principal amount of such other indebtedness becoming or being
declared due and payable prior to the date on which it would otherwise have become due and
payable, without such indebtedness having been discharged or such acceleration having been
rescinded or annulled within a period of 30 days after there has been given a written notice
to the Company by the relevant Junior Lien Representative or to the Company and such Junior
Lien Representative by a specified percentage of the relevant Junior Lenders, specifying
such default with respect to the other indebtedness and requiring the Company to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or annulled and
stating that such notice is a notice of a Junior Event of Default under such Junior Lien
Debt;




     (c) the Junior Lien Representative for such indebtedness has executed and delivered to
the Senior Collateral Agent a Junior Lien Supplement acceding to this Agreement;



3









 






     (d) all requirements set forth in this Agreement as to the confirmation, grant or
perfection of the Junior Lien to secure such indebtedness or Junior Lien Obligations in
respect thereof are satisfied; and




     (e) the maturity date of such indebtedness is later than the Senior Loan Maturity Date
and the weighted average maturity of all Junior Lien Debt is later than the Senior Loan
Maturity Date.



     “Junior Lien Designation” means an officer’s certificate in substantially the form of
Exhibit A.



     “Junior Lien Documents” means, collectively any indenture, credit agreement or other
agreement governing each Series of Junior Lien Debt and the security documents related thereto.



     “Junior Lien Obligations” means Junior Lien Debt and all other obligations in respect
thereof or related thereto.



     “Junior Lien Representative” means the trustee, agent or representative of any Junior
Lender who maintains the transfer register for such Series of Junior Lien Debt and/or is appointed
as a Junior Lien Representative (for purposes related to the administration of the security
documents) pursuant to the indenture, credit agreement or other agreement governing such Series of
Junior Lien Debt, together with its successors in such capacity.



     “Junior Lien Supplement” means an accession agreement to this Agreement in
substantially the form of Exhibit B.



     “Junior Secured Obligations” means Junior Lien Obligations that are secured by the
Collateral pursuant to the Junior Lien Documents.



     “Junior Secured Parties” means the Junior Lenders, the Junior Lien Representatives and
any other Person designated as a “Secured Party” or similar term pursuant to the Junior Lien
Documents, in each case which has agreed to the terms of this Intercreditor Agreement.



     “Laws” means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.



     “Lenders” means the Senior Lenders and the Junior Lenders.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the



4









 





foregoing) relating to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Pool Aircraft” shall have the meaning assigned to such term in the Senior Loan
Agreement.



     “Secured Debt” means the Senior Loans and the Junior Lien Debt.



     “Secured Debt Representatives” means the Senior Collateral Agent and each Junior Lien
Representative.



     “Senior Administrative Agent” shall have the meaning assigned to the term
“Administrative Agent” in the Senior Loan Agreement.



     “Senior Agent” shall have the meaning assigned to the term “Agent” in the Senior Loan
Agreement.



     “Senior Collateral Agent” shall have the meaning assigned to the term “Collateral
Agent” in the Senior Security Agreement.



     “Senior Documents” shall have the meaning assigned to the term “Operative Documents”
in the Senior Security Agreement.



     “Senior Obligations” shall have the meaning assigned to the term “Obligations” in the
Senior Loan Agreement.



     “Senior Lenders” shall have the meaning assigned to the term “Lenders” in the Senior
Loan Agreement.



     “Senior Loan Agreement” shall have the meaning assigned to such term in the recitals.



     “Senior Loan Documents” shall have the meaning assigned to such term in the recitals.



     “Senior Loan Maturity Date” shall have the meaning assigned to the term “Maturity
Date” in the Senior Loan Agreement.



     “Senior Loans” shall have the meaning assigned to the term “Loans” in the Senior Loan
Agreement.



     “Senior Secured Obligations” shall have the meaning assigned to the term “Secured
Obligations” in the Senior Security Agreement.



     “Senior Secured Parties” shall have the meaning assigned to the term “Secured Parties”
in the Senior Security Agreement.



5









 





“Senior Security Agreement” shall have the meaning assigned to such term in the recitals.




     “Series of Junior Lien Debt” means, severally, each issue or series of Junior Lien
Debt for which a single transfer register is maintained and any other indebtedness under any other
indenture or credit facility that constitutes Junior Lien Obligations.



     “subsidiary” means, with respect to any Person (the “parent”) at any date, (a)
any corporation, limited liability company, partnership or other entity the accounts of which would
be consolidated with those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date and (b) any other
corporation, limited liability company, partnership or other entity (i) of which securities or
other ownership interests representing more than 50% of the equity or more than 50% of the ordinary
voting power or, in the case of a partnership, more than 50% of the general partnership interests
are, as of such date, owned, controlled or held, or (ii) that is otherwise Controlled as of such
date, by the parent and/or one or more of its subsidiaries.



     “Subsidiary” means any direct or indirect subsidiary of the Company.



     “Transferee” shall have the meaning assigned to such term in Section 7(a).



     “UCC” means the Uniform Commercial Code in effect from time to time in the State of
New York; provided, however, that if by reason of mandatory provisions of law, the
perfection or the effect of perfection or non-perfection of the security interest in any item or
portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction
other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such
other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of
perfection or non-perfection.



Capitalized terms not otherwise defined herein shall have the meanings assigned thereto in the
Senior Security Agreement.




     Section 2. (a) Relative Priorities. Notwithstanding the date, time, method, manner or
order of grant, attachment or perfection (if any) of any Liens securing the Senior Obligations or
Junior Lien Obligations granted on the Collateral and notwithstanding any provision of the UCC, or
any other applicable Law or the Senior Loan Documents or the Junior Lien Documents, or whether any
Senior Secured Party or Junior Secured Party holds possession of all or any part of the Collateral,
or any defect or deficiencies in, or failure to perfect, or avoidance as a fraudulent conveyance or
otherwise of, the Liens securing the Senior Obligations or the Junior Lien Obligations or any other
circumstance whatsoever, each Junior Secured Party agrees that (a) any Lien on the Collateral
securing any Senior Obligations now or hereafter held by or on behalf of any Senior Secured Party
or any agent or trustee therefor, regardless of how acquired, whether by grant, possession,
statute, operation of law, subrogation or otherwise, shall be senior in all respects and prior to
any Lien on the Collateral securing any Junior Lien Obligations, (b) any Lien on the Collateral
securing any Junior Lien Obligations now or hereafter held by any Junior Lender or Junior Lien
Representative (or any other agent or trustee therefore) regardless of how acquired, whether by
grant, possession, statute, operation of law, subrogation or otherwise, shall be (x) junior and
subordinate in all respects to the rights and interests of the



6









 





Senior Secured Parties and all Liens
on the Collateral securing any Senior Obligations, in each case as provided in this Agreement and
(y) equal and ratable in all respects with the rights and interests of all other Junior Secured
Parties.



          (b)
Priority of Payments. The Senior Collateral Agent, the Company and each Junior Lien
Representative agree that all cash proceeds received by the Senior Collateral Agent in respect of
any Collateral pursuant to Section 3.01 of the Senior Security Agreement, any payments by any
Grantor to the Senior Collateral Agent following an Event of Default and all cash proceeds received
by any Junior Secured Party in receipt of any Collateral shall be paid by the Senior Collateral
Agent (or, in the case of cash proceeds received by any Junior Secured Party, paid over to the
Senior Collateral Agent) in the order of priority set forth below:




          (i) first, to the Senior Collateral Agent for the benefit of the Senior Secured
Parties, until payment in full in cash of the Senior Secured Obligations then outstanding;




          (ii) second, to the Junior Lien Representatives pro rata for the benefit of the Junior
Secured Parties, until payment in full in cash of the Junior Secured Obligations then
outstanding; and




          (iii) third, all remaining amounts to the relevant Grantors or whomsoever may be
lawfully entitled to receive such amounts.


          (c)
Prohibition on Contesting Liens. Each Junior Secured Party agrees that it will not
(and hereby waives any right to) contest or support any other Person in contesting, in any
proceeding (including any Insolvency Event), the creation, attachment, perfection, priority,
validity or enforceability of any Lien incurred pursuant to the Senior Loan Documents or otherwise
held by or on behalf of the Senior Secured Parties in the Collateral, or the validity or
enforceability of any provision of this Agreement. Notwithstanding any failure of the Senior
Secured Parties or the Junior Secured Parties to perfect its security interests in the Collateral,
or any other defect in the security interest or obligations owing to such party, or any avoidance,
invalidation or subordination by any third party or court of competent jurisdiction of the security
interests in the Collateral granted to the Senior Secured Parties or the Junior Secured Parties,
the priority and rights as between the Senior Secured Parties and the Junior Secured Parties shall
be as set forth herein.Agreement of Company. The Company agrees that it shall not grant
any Lien on the Collateral to any Person except (a) the Senior Secured Parties pursuant to the
Senior Loan Documents, (b) in respect of indebtedness qualifying as Junior Lien Debt satisfying all
of the requirements set forth in the definition of Junior Lien Debt or (c) except as otherwise
permitted under the Senior Loan Documents. The Company further agrees not to consent to any action
of any Junior Secured Party contrary to the terms of this Agreement.Fillings and Registrations.
Each Junior Secured Party agrees that,until payment in full in cash of the Senior Secured Obligations
then outstanding:


          
(a) that UCC-1 financing statements and any other filings or recordings (including without limitation those made in any
applicable foreign jurisdiction) filed or recorded by or on behalf of any Junior Party shall include satisfactory
to the Senior Collateral Agent referencing set forth in this
Agreement; and




7










 





          (b) not to allow any registration on the International Registry (as defined in the
Senior Security Agreement) of any interest of any Junior Secured Party senior in ranking to any
such registration by or for the benefit of the Senior Secured Parties.




     Section 4. Restriction on Remedies, Subordinated Mortgage, Etc. (a) So long as any
Senior Obligations shall be secured by all or any portion of the Collateral and prior to the full
and final payment in cash of the Senior Obligations, no Junior Secured Party shall (1) take any
action or enforce any of its rights in respect of the Collateral, including, without limitation,
any action of foreclosure or proceeding against the Company or any lessee of any Pool Aircraft;
(2) contest, protest or object to any foreclosure proceeding or action brought by the Senior
Collateral Agent or any other Senior Secured Party or any other exercise by the Senior Collateral
Agent or any other Senior Secured Party of any rights or remedies under any Senior Loan Document;
or (3) amend, modify or supplement those provisions of the Junior Lien Documents in any way which
would affect, impact or alter the priority of payments and other rights of the Senior Secured
Parties or obligations of the Junior Secured Parties hereunder.



          (b) In exercising rights and remedies with respect to the Collateral, the Senior Collateral
Agent and the other Senior Secured Parties may enforce the provisions of the Senior Security
Agreement and exercise remedies thereunder and under any other Senior Loan Documents, all in such
order and in such manner as they may determine in the exercise of their sole judgment. Such
exercise and enforcement shall include the rights to sell or otherwise dispose of Collateral, to
incur expenses in connection with such sale or disposition and to exercise all the rights and
remedies of a secured lender under the UCC of any applicable jurisdiction. Subject to the terms of
this Agreement, the Senior Collateral Agent and the other Senior Secured Parties shall have the
sole right to consent to any proposed sale or other disposition of the Collateral, whether by any
lessee of any Pool Aircraft, the Company or any other Grantor, whether at private sale or pursuant
to foreclosure, bankruptcy or other judicial or non judicial proceedings, and upon any such sale or
other disposition, any Lien created for the benefit of any Junior Secured Party by any Junior Lien
Document shall be automatically extinguished and discharged.




          (c) Each Junior Secured Party agrees that it shall not interfere with, seek to enjoin, or
invoke or utilize any provision of any document, law or equitable principle, which might prevent,
delay or impede the enforcement (in the sole and exclusive discretion of the Senior Collateral
Agent and the other Senior Secured Parties) of the rights of the Senior Collateral Agent and the
other Senior Secured Parties under the Senior Loan Documents (including under the Senior Security
Agreement with respect to Collateral), including to pursue foreclosure or to seek to lift the
automatic stay or its equivalent in any insolvency proceeding involving any lessee of any Pool
Aircraft, the Company or any other Grantor. The Junior Secured Parties agree that none of the
Junior Secured Parties will commence, or join with any creditor other than the Senior Collateral
Agent and the Senior Secured Parties in commencing, any enforcement, collection, execution, levy or
foreclosure proceeding with respect to the Collateral or proceeds of Collateral. Upon request by
the Senior Collateral Agent, the Junior Secured Parties will, at the expense of the relevant
Grantors, join in enforcement, collection, execution, levy or foreclosure proceedings and otherwise
cooperate fully in the maintenance of such proceedings by the Senior Collateral Agent, including by
executing and delivering all such consents, pleadings, releases and other documents and instruments
as the Senior Collateral Agent






8









 







may reasonably request in connection therewith, it being understood that the conduct of such
proceedings shall at all times be under the exclusive control of the Senior Collateral Agent.




          (d) Nothing in this Agreement shall impose any duty, responsibility or obligation upon the
Senior Collateral Agent or the other Senior Secured Parties with respect to the Collateral, any
lessee of any Pool Aircraft, the Company, any other Grantor or with respect to amounts owed to any
Junior Lender or other Junior Lien Secured Party. All rights and interests of, the Senior
Collateral Agent and the other Senior Secured Parties, and all agreements and obligations of the
Junior Lenders and other Junior Lien Secured Parties, under this Agreement shall remain in full
force and effect irrespective of any circumstance, which might constitute a defense available to,
or a discharge of, the Junior Lenders and other Junior Lien Secured Parties, any lessee of any Pool
Aircraft, the Company or any Grantor in respect of any of the Senior Obligations or in respect of
this Agreement.




          (e) This Agreement shall continue to be effective or shall be reinstated, as the case may be,
if at any time any lien or security interest asserted by the Senior Collateral Agent or any other
Senior Secured Party is avoided or payment on or in respect of any of the Senior Obligations shall
be rescinded or must otherwise be returned or disgorged by the Senior Collateral Agent or the other
Senior Secured Parties upon the insolvency, bankruptcy, reorganization of any lessee of any Pool
Aircraft, the Company or any other Grantor or otherwise, all as though such payment had not been
made and any payments received in respect of the Junior Lien Obligations or from the Collateral or
proceeds of the Collateral will remain subject to the requirements of this Agreement that they be
paid over to the Senior Secured Parties to the extent of the payments so returned or disgorged and
any remedial action taken in respect of the Junior Lien Obligations or from the Collateral or
proceeds of the Collateral shall be discontinued and, to the extent possible, shall be rescinded
until the Senior Obligations shall again have been paid in full in cash.




          (f) Prior to the full and final payment in cash of the Senior Obligations, each Junior Secured
Party agrees to provide such further assurances as may be reasonably requested by the Senior
Collateral Agent or any other Senior Secured Party to carry out effectively the terms hereof.




          (g) Each Junior Lien Representative agrees that upon the occurrence of a Junior Event of
Default, the applicable Junior Lien Representative shall promptly provide written notice thereof to
the Senior Collateral Agent and the Senior Administrative Agent.




          (h) The rights of the Senior Collateral Agent and the other Senior Secured Parties with
respect to the Collateral include the right to release any or all of the Collateral from the Lien
of any Senior Loan Document or Junior Lien Document for any reason, including in connection with
the sale or other disposition of such Collateral, notwithstanding that the net proceeds of any such
sale may not be used to permanently prepay any Senior Obligations or Junior Lien Obligations. If
the Senior Collateral Agent or the other Senior Secured Parties shall determine that the release of
any Lien created for the benefit of any Junior Secured Parties by any Junior Lien Document on such
Collateral is necessary or advisable in connection with the payment of the Senior Obligations, the
applicable Junior Secured Parties shall execute such other release documents and instruments and
shall take such further actions as the Senior Collateral






9









 







Agent or the other Senior Secured Parties shall request. Each Junior Secured Party hereby
irrevocably constitutes and appoints the Senior Collateral Agent and any officer or agent of the
Senior Collateral Agent, with full power of substitution and for so long as any Senior Obligations
remain outstanding, as its true and lawful attorney-in-fact with full irrevocable power and
authority in the place and instead of the Junior Lien Representative and in the name of the Junior
Lien Representative or in the Senior Collateral Agent’s own name, from time to time in the Senior
Collateral Agent’s discretion, for the purpose of carrying out the terms of this paragraph, to take
any and all appropriate action and to execute any and all documents and instruments, which may be
necessary or desirable to accomplish the purposes of this paragraph and for application of proceeds
pursuant to the priority of payments, including any financing statements, endorsements, assignments
or other instruments of transfer or release. Each Junior Secured Party hereby ratifies all that
said attorneys shall lawfully do or cause to be done pursuant to the power of attorney granted in
this paragraph. In furtherance of the foregoing, each Junior Lien Representative agrees,
contemporaneously with its accession to this Agreement, to appoint the Senior Collateral Agent as
its permitted user entity in respect of the Pool Aircraft and other pertinent Collateral.




          (i) Prior to the full and final payment in cash of the Senior Obligations, if a Junior Event
of Default occurs, no Junior Secured Party shall exercise or consent to, direct or cause the
exercise of any right, remedy or power in respect thereof under the applicable Junior Lien
Documents or applicable law (including, without limitation, the acceleration of any Junior Debt),
regardless of whether any such right, remedy or power affects the Collateral, until the end the
passage of a period of 180 days (the “Standstill Period”) from the date of delivery of a
notice in writing to the Senior Collateral Agent by such Junior Secured Party of its intention to
exercise or consent to, direct or cause the exercise of such rights, remedies or powers, which
notice may only be delivered following the occurrence of and during the continuation of a Junior
Event of Default and must specify such Junior Event of Default; provided, however,
that notwithstanding the foregoing, in no event shall any Junior Secured Party exercise or consent
to, direct or cause the exercise of (or continue to exercise or consent to, direct or cause the
exercise of) any such rights, remedies or powers if, notwithstanding the expiration of the
Standstill Period, (a) any Senior Secured Party shall have commenced and be diligently pursuing the
exercise of any of its rights and remedies resulting from the occurrence of such Junior Event of
Default (prompt notice of such exercise to be given to the Junior Lien Representatives) or (b) an
Insolvency Event shall have occurred and be continuing; provided further that
nothing in this clause (i) shall affect any obligations of the Junior Secured Parties pursuant to
any other provision of this Agreement (including, without limitation, their undertaking to not
foreclose on or take any other action to exercise remedies with respect to the Collateral prior to
the full and final payment in cash of the Senior Obligations).




     Section 5. Terms of Subordination. The Junior Lien Obligations shall be subordinate
and junior in right of payment to the Senior Obligations to the extent and in the manner
hereinafter set forth:



          (a) Each Junior Secured Party hereby authorizes and empowers the Senior Collateral Agent
acting on behalf of the Senior Secured Parties and, subject to the terms and conditions hereof, to
demand, sue for, collect and receive every payment or distribution made on or in respect of the
Junior Lien Obligations or other sum owing to the holders thereof under the






10









 







Junior Lien Documents, and to file claims and take such other proceedings, in the name of the
holders of the Junior Lien Obligations or otherwise, as the Senior Secured Parties or the Senior
Collateral Agent acting on their behalf may deem necessary or advisable for the enforcement of the
provisions hereof. Each Junior Secured Party further agrees duly and promptly to take such action
as may be requested by the Senior Secured Parties or the Senior Collateral Agent acting on their
behalf to collect the indebtedness evidenced by any note issued under the Junior Lien Documents or
otherwise owing to it under the Junior Lien Documents and/or to file appropriate proofs of claim in
respect to such indebtedness, and to execute and deliver to the Senior Secured Parties or the
Senior Collateral Agent acting on their behalf on demand such powers of attorney, proofs of claim,
assignments of claim or proofs of claim (but in any such case without any recourse, representation
or warranty), or other instruments as may be requested by the Senior Secured Parties or the Senior
Collateral Agent acting on their behalf to enforce any and all claims upon or with respect to or
otherwise owing to it under the Junior Lien Documents.




          (b) In any case, the Senior Secured Parties or the Senior Collateral Agent acting on their
behalf may, at any time and from time to time, without the consent of or notice to any Junior
Secured Parties, without incurring responsibility to such holders and without impairing or
releasing any of the rights of the Senior Secured Parties, or any of the obligations of Junior
Secured Parties hereunder:





          (i) subject to the terms hereof, sell, exchange, release or otherwise deal with all or
any part of any property by whomsoever mortgaged or pledged to secure, or howsoever
securing, the Senior Obligations for application as provided in Section 2(b) hereof;




          (ii) except as otherwise expressly provided in this Agreement, exercise or refrain from
exercising any rights against the Company, any other Grantor or any other Person; and




          (iii) apply any sums, by whomsoever paid or however realized, as provided in
Section 2(b) hereof.



          (c) All payments or distributions upon or with respect to the Collateral or proceeds of
Collateral that are received by any Junior Secured Party contrary to the provisions of this
Agreement shall be received for the benefit of the Senior Secured Parties, shall be segregated from
other funds and property held by the Junior Secured Parties in trust for the Senior Secured Parties
and shall be forthwith paid over to the Senior Collateral Agent in the same form as so received
(with any necessary endorsement) to be applied (in the case of cash) to or held as collateral (in
the case of non-cash property or securities) for the payment or prepayment of the Secured
Obligations owed to the Senior Secured Parties in accordance with the terms hereof.




          (d) Each Junior Secured Party agrees that it may not commence any action or proceeding against
the Company, any other Grantor or any other Person obligated in respect of any Junior Lien
Documents in respect of the Collateral to recover all or any part of any sum owing to it under any
Junior Lien Document or join with any creditor, unless the Senior Secured Parties or the Senior
Collateral Agent shall also join in bringing any such action or proceeding or the Senior Secured
Parties otherwise consent.







11









 








          (e) No payment or distribution of assets to which any holder of the Junior Lien Obligations
would have been entitled except for the provisions of this Section 5 or Section 2 hereof, as
applicable, and which shall have been received by the Senior Secured Parties shall, as between the
Company or other obligor thereon, its creditors, and the holder of the Junior Lien Obligations, be
deemed to be a payment by the Company or such other obligor to the holders of the Junior Lien
Obligations for or on account of the Junior Lien Obligations, and from and after the payment in
full of all Senior Obligations and all other amounts owing to the holders thereof under the Senior
Loan Documents, the holders of the Junior Lien Obligations shall be subrogated to the then or
thereafter existing rights of the Senior Secured Parties to receive payments or distributions of
assets of the Company or such other obligor made on or in respect of the Senior Obligations or such
other amounts until the principal of, and interest on, the Junior Lien Obligations and all other
amounts owing to the holders thereof under the Junior Lien Documents shall be paid in full in cash.
The Junior Secured Parties agree that no payment or distributions to the Senior Secured Parties
pursuant to the provisions of this Agreement shall entitle any Junior Secured Party to exercise any
rights of subrogation in respect thereof until no Senior Loans are outstanding and all Senior
Secured Obligations owed to the Senior Secured Parties shall have been paid in full.




          (f) The provisions of this Section 5 and Sections 2 and 4 are solely for the purpose of
defining the relative rights of the Senior Secured Parties on the one hand, and the holders of the
Junior Lien Obligations on the other hand, and nothing herein shall impair the obligation of the
Company, which is unconditional and absolute, to pay to the holders of the Junior Lien Obligations
all amounts payable hereunder and under the other Junior Lien Documents in accordance with the
terms and the provisions thereof.




          (g) The Senior Collateral Agent is hereby authorized to demand specific performance of this
Agreement at any time when any of the Junior Secured Parties shall have failed to comply with any
of the provisions of this Agreement applicable to them. The Junior Secured Parties hereby
irrevocably waive any defense based on the adequacy of a remedy at law that might be asserted as a
bar to such remedy of specific performance.




     Section 6. Amendments. This Agreement may be amended only upon execution and delivery
of an amendment or supplement hereto executed by the Senior Collateral Agent, each Junior Lien
Representative then a party hereto and the Company.



     Section 7. Negative Covenants of Junior Secured Parties. So long as any Senior
Obligations shall be secured by the Aircraft and prior to the full and final payment in cash of the
Senior Obligations, no Junior Secured Party shall, without the prior written consent of the Senior
Collateral Agent:



          (a) sell, assign or otherwise transfer, in whole or in part, the Junior Lien Obligations or
any interest therein to any other Person (a “Transferee”) or create, incur or suffer to
exist any security interest, lien, charge or other encumbrance whatsoever upon the Junior Lien
Obligations in favor of any Transferee unless (i) such action is made expressly subject to this
Agreement and (ii) the Transferee expressly acknowledges in writing the subordination provided for
herein and agrees to be bound by all the terms hereof;







12









 








          (b) permit the Junior Lien Documents to be amended, modified or otherwise supplemented in any
respect, in each case, without the express prior written consent of the Senior Collateral Agent, if
the effect of any such amendment, modification or supplement is to (i) accelerate the scheduled
dates upon which payments of principal or interest on the Junior Obligations are due to a date that
is earlier than the Maturity Date (as defined in the Senior Loan Agreement) or such that the
weighted average maturity dates of all Junior Lien Obligations is earlier than the Maturity Date;
(ii) purport to grant a security interest in the Collateral that is pari passu with or senior to
the Lien on such Collateral granted under the Senior Loan Documents, or senior to the Lien on such
Collateral granted under any other Junior Lien Documents; (iii) contradict any rights of the Senior
Secured Parties or obligations of the Junior Secured Parties hereunder; or (iv) sell, assign,
pledge, encumber or otherwise dispose of any of their rights in the Collateral as such or in
proceeds of Collateral as such, without the prior written consent of the Senior Collateral Agent
(without limiting the right of any Junior Secured Party to transfer any Secured Obligation owed to
it); and




          (c) commence, or join with any creditors other than the Senior Secured Parties and the Senior
Collateral Agent in commencing, any Insolvency Event, or prosecute in the case of any Insolvency
Event any motion for adequate protection (or any comparable request for relief) based upon their
interest in the Collateral under the Junior Lien Documents.




     Section 8. Miscellaneous.



     (a) Submission to Jurisdiction; Venue. (i) To the extent permitted by applicable
law, each party hereto and each Junior Secured Party hereby irrevocably and unconditionally
submits, for itself and its property, to the exclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York County, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in such New York State or, to the extent permitted by law, in such federal court. Each
of the parties hereto and each Junior Secured Party agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right
that any Person may otherwise have to bring any action or proceeding relating to this Agreement,
the Senior Loan Documents or the Junior Lien Documents against the Company or any other Grantor or
any of their properties in the courts of any jurisdiction.




          (ii) Each party hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.




          (iii) Each party to this Agreement irrevocably consents to service of process in the
manner provided for notices in Section 8(d). Nothing in this Agreement will affect



13









 






the right of any party to this Agreement to serve process in any other manner permitted
by law.



     (b) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.



     (c) GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.



     (d) Notices and Communications. All notices, demands, instructions and other
communications required or permitted to be given to or made upon any party pursuant hereto shall be
in writing and shall be personally delivered or sent by registered or certified mail, postage
prepaid, or by facsimile, or by prepaid courier service, and shall be effective upon receipt.


Unless otherwise specified in a notice sent or delivered in accordance with the foregoing
provisions of this Section 8(d), notices, demands, instructions and other communications in writing
shall be given to or made upon the respective parties hereto at their respective addresses (or to
their respective facsimile numbers) as set forth below or (in the case of any Senior Secured Party)
to the Senior Collateral Agent or (in the case of any Junior Secured Party) to the applicable
Junior Lien Representative at the address set forth in the Junior Lien Designation.



If to the Company, to:



International Lease Finance Corporation

10250 Constellation Blvd., Suite 3400

Los Angeles, CA 90067

Attention: Treasurer with a copy to the General Counsel

Facsimile No. (310) 788-1990



If to the Senior Collateral Agent, to:



Bank of America, N.A.

1455 Market Street, 5th Floor

CA5-701-05-19





14









 







San Francisco, CA 94103

Attention: Robert Rittelmeyer;

Facsimile No. (415) 503-5099




     (e) Waiver of Marshalling and Similar Rights; Waiver Under UCC. (i) Each of the
Junior Secured Parties waives, to the fullest extent permitted by applicable law, any requirement
regarding, and agrees not to demand, request, plead or otherwise claim the benefit of, any
marshalling, appraisement, valuation or other similar right with respect to the Collateral that may
otherwise be available under applicable law or any other similar rights a junior creditor or junior
secured creditor may have under applicable law, as against any Senior Secured Party (in their
capacity as priority lienholders).




     (ii) The Junior Secured Parties hereby waive, to the fullest extent permitted by law,
any right under Section 9-615 of the UCC to application of the proceeds of disposition
(other than as contemplated by this Agreement), any right to notice and objection under
Section 9-620 of the UCC and promptness, diligence, notice of acceptance and any other
notice with respect to any of the Senior Secured Obligations, the Junior Secured Obligations
and this Agreement and any requirement that the Senior Collateral Agent protect, secure,
perfect or insure any security interest or lien hereunder or otherwise or any Collateral or
any other property subject thereto or exhaust any right or take any action against the
Grantors or any other person or entity or any Collateral or any other collateral



     (f) Enforcement. Each of the Junior Secured Parties agrees that this Agreement shall
be enforceable against it and the other Junior Secured Parties under all circumstances, including
in any proceeding relating to an Insolvency Event.



     (g) Obligations Not Affected. All rights and interests of the Senior Collateral Agent
and the other Senior Secured Parties hereunder and under any other Senior Loan Document, and all
agreements and obligations of the Junior Secured Parties under this Agreement and any Junior Lien
Document to any Senior Secured Party, shall remain in full force and effect irrespective of:




     (i) any lack of validity or enforceability of any Senior Loan Document, Junior Lien
Document, Assigned Document or any other agreement or instrument relating thereto;




     (ii) any change in the time, manner or place of payment of, the security for, or in
any other term of, all or any of the Senior Secured Obligations and Junior Secured
Obligations, or any other amendment or waiver of or any consent to any departure from any
Senior Loan Document, Junior Lien Document, Assigned Document or any other agreement or
instrument relating thereto;




     (iii) any taking, exchange, release or non-perfection of the Collateral or any other
collateral, or taking, release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Senior Secured Obligations and Junior Secured Obligations;



15









 






     (iv) any manner of application of Collateral, or proceeds thereof, to all or any of
the Senior Secured Obligations and Junior Secured Obligations, or any manner of sale or
other disposition of any Collateral for all or any of the Senior Secured Obligations and
Junior Secured Obligations or any other assets of the Grantors;




     (v) any change, restructuring or termination of the corporate structure or existence
of any Grantor; or




     (vi) any other circumstance that might otherwise constitute a defense available to, or
a discharge of, the Junior Secured Parties, a subordinated creditor or a secured
subordinated creditor or a Person deemed to be a surety.


This Agreement shall continue to be effective or shall be revived or reinstated, as the case may
be, if at any time any payment of any of the Senior Secured Obligations owed to any Senior Secured
Party is rescinded or must otherwise be returned by any Senior Secured Party upon the insolvency,
bankruptcy or reorganization of any Grantor, or otherwise, all as though such payment had not been
made.




     (h) Benefit of Agreement. This Agreement shall be binding upon, and inure to the
benefit of, and be enforceable by, the parties hereto and thereto and their respective successors,
permitted assigns and transferees.



     (i) Complete Agreement. This Agreement contains the entire agreement among the
parties hereto with respect to the subject matter hereof and supersedes all prior written or oral
communications or agreements with respect thereto.



     (j) Further Assurances. Each of the Junior Secured Parties shall, at the expense of
the relevant Grantors, at any time and from time to time promptly execute and deliver all further
instruments and documents, and take all further action, that the Senior Collateral Agent may
reasonably request, in order to protect any right or interest granted or purported to be granted
hereby or to enable the Senior Collateral Agent to exercise and enforce its rights and remedies
hereunder.



     (k) Counterparts; Integration; Effectiveness. This Agreement may be executed in
counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the Senior Loan Documents and the Junior Lien Documents constitute the entire
contract among the parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy will be effective as
delivery of a manually executed counterpart of this Agreement.



     (l) Severability. If any provision of this Agreement is invalid, illegal or
unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision
shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such
invalidity, illegality or unenforceability, (ii) the other provisions of this Agreement shall
remain in full force and effect in such jurisdiction and shall be liberally construed in favor of
the Senior



16









 




Secured Parties in order to carry out the intentions of the parties thereto as nearly as may
be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any
jurisdiction shall not affect the validity, legality or enforceability of such provision in any
other jurisdiction.




     (m) Senior Collateral Agent. The Senior Collateral Agent’s actions pursuant hereto
are solely in its capacity as Collateral Agent under the Senior Loan Documents, and are subject to
the provisions of Article V and VII of the Senior Security Agreement and Article 8 and Section 9.16
of the Senior Loan Agreement. The Senior Collateral Agent shall have no obligations with respect
to any Junior Secured Party or Junior Lien, other than to distribute funds in accordance with
Section 2(b). In no event will the Senior Collateral Agent or any Senior Secured Party be liable
whatsoever for any act or omission on the part of the Company or any Junior Secured Party
hereunder.



[Remainder of Page Intentionally Left Blank]






17









 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly
authorized officers as of the day and year first above written.




	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as

Senior Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



18









 






	 	 	 	 	 



Exhibit A




FORM OF JUNIOR LIEN DESIGNATION





     Reference is made to the Intercreditor Agreement, dated as of March 17, 2010 (as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time, the
“Intercreditor Agreement”), among International Lease Finance Corporation (“ILFC”),
Bank of America, N.A., as the Senior Collateral Agent, and the Junior Lien Representatives from
time to time party thereto. Capitalized terms used but not otherwise defined herein shall have the
meaning set forth in the Intercreditor Agreement. This Junior Lien Designation is being executed
and delivered in order to designate additional secured debt as Junior Lien Debt entitled to the
benefit of a mortgage on the Collateral.



     The undersigned, the duly appointed [specify title] of ILFC hereby certifies on behalf of the
ILFC that:



          (a) ILFC intends to incur additional indebtedness (“Additional Secured Debt”) which
has designated as Junior Lien Debt for purposes of the Loan Documents;




          (b) the requirements in the definition of “Junior Lien Debt” in the Intercreditor Agreement
have been satisfied;




          (c) the name and address of the Junior Lien Representative for the Additional Secured Debt is:



Address: [                    ]



Attention: [                    ]



Telephone: [                    ]



Facsimile: [                    ]




     Such Person is the Junior Lien Representative as [trustee, administrative agent] under that
certain [describe applicable indenture, credit agreement or other document governing the additional
secured debt] for all [“Secured Parties”] as defined in such Junior Lien Documents. We will notify
you prior to any other Person acting at any time or from time to time as Junior Lien Representative
for all or any portion of the Junior Lien Debt issued pursuant to such Junior Lien Documents.



          (d) ILFC confirms the grants of security interests in the Senior Security Agreement and other
obligations under and subject to the terms of the Senior Loan Documents and the Junior Lien
Documents and agrees that, notwithstanding the designation of the Additional Secured Debt as Junior
Lien Debt, such security interests and other obligations are not impaired or adversely affected in
any manner whatsoever and shall continue to be in full force and effect, and





 











 





          (e) ILFC has caused a copy of this Junior Lien Designation and the related Junior Lien
Supplement to be delivered to each existing Junior Lien Representative.



[Signature Page Follows]







2









 








          IN WITNESS WHEREOF, ILFC has caused this Junior Lien Designation to be duly executed by the
undersigned officer as of                     , 20                    .



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged:



BANK OF AMERICA, N.A.,

as Senior Collateral Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



3









 






	 	 	 	 	 



Exhibit B




FORM OF JUNIOR LIEN SUPPLEMENT





     Reference is made to the Intercreditor Agreement, dated as of March 17, 2010 (as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time, the
“Intercreditor Agreement”), among International Lease Finance Corporation (“ILFC”),
Bank of America, N.A., as the Senior Collateral Agent, and the Junior Lien Representatives from
time to time a party thereto. Capitalized terms used but not otherwise defined herein shall have
the meaning set forth in the Intercreditor Agreement. This Junior Lien Supplement is being
executed and delivered pursuant to the Intercreditor Agreement as a condition precedent to the debt
for which the undersigned is acting as agent being entitled to the benefits of any mortgage or
other security interest in the Collateral.



     1. Joinder. The undersigned,                     , a                     , (the “New
Representative”) as [trustee, administrative agent] under that certain [describe applicable
indenture, credit agreement or other document governing the additional secured debt] hereby agrees
to become party as a Junior Lien Representative under the Intercreditor Agreement for all purposes
thereof on the terms set forth therein, and to be bound by the terms of the Intercreditor Agreement
as fully as if the undersigned had executed and delivered the Intercreditor Agreement as of the
date thereof.



     2. Lien Sharing and Priority Confirmation.



     The undersigned New Representative, on behalf of itself and each holder of Junior Lien
Obligations in respect of the Series of Junior Lien Debt for which the undersigned is acting as
Junior Lien Representative hereby agrees, for the enforceable benefit of all holders of each
existing and future Senior Loans and Series of Junior Lien Debt, each existing and future Senior
Collateral Agent, each other Senior Secured Party, each other existing and future Junior Lien
Representative and each existing and future holder of Permitted Liens and as a condition precedent
to the debt for which the undersigned is acting as agent being entitled to the benefits of any
mortgage or other security interest in the Collateral:




          (a) all Junior Lien Obligations will be and are secured equally and ratably by the
Collateral as with respect to each other, and junior to the Senior Obligations; and




          (b) the New Representative on its own behalf and on behalf of each holder of Junior
Lien Obligations in respect of the Series of Junior Lien Debt for which the undersigned is
acting as Junior Lien Representative are bound by and consent to the provisions of the
Intercreditor Agreement including, without limitation, Section 2(b) thereof setting forth
the priority of payments and the provisions setting forth the subordination of the Junior
Secured Obligations to the Senior Secured Obligations.



     3. Representation and Warranty. The undersigned New Representative represents and
warrants, for the benefit of each of the Senior Secured Parties, that the New Representative has
the power and authority, including, without limitation, from the Junior Secured Parties which it



 









 




represents, to execute, deliver and perform its obligations under this Junior Lien Supplement and
the Intercreditor Agreement on its own behalf and on behalf of each of the Junior Secured Parties
which it represents, and to make the agreements and provide the consents and waivers that it
provides herein and in the Intercreditor Agreement on behalf of the Junior Secured Parties which it
represents. Each Junior Lender, by holding the Junior Lien Obligations pursuant to the Junior Lien
Documents, has agreed to the provisions of this Intercreditor Agreement.




     4. Governing Law and Miscellaneous Provisions. The provisions of Section 8 of the
Intercreditor Agreement will apply to this Junior Lien Supplement as if set forth herein.



[Signature Page Follows]







2









 








     IN WITNESS WHEREOF, the parties hereto have caused this Junior Lien Supplement to be executed
by their respective officers or representatives as of                     , 20                     .



	 	 	 	 	 
	 	[Insert name of New Representative]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged and Agreed:

BANK OF AMERICA, N.A.,

as Senior Collateral Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



3









 






	 	 	 	 	 



EXHIBIT I




FORM OF LTV CERTIFICATE

INTERNATIONAL LEASE FINANCE CORPORATION




LTV CERTIFICATE



                                         , 20                    




     This LTV Certificate is delivered pursuant to Section 5.09(a)(vii) of that certain Credit
Agreement dated as of March 17, 2010 (as amended, restated or otherwise modified from time to time,
the “Credit Agreement”), among International Lease Finance Corporation, a California corporation
(the “Borrower”), ILFC Ireland Limited, a private limited liability company incorporated under the
laws of Ireland with registration number 209316, ILFC (Bermuda) III, Ltd., a Bermuda company with
registration number 17575 (collectively, the “Intermediate Lessees”), the Lenders party thereto
from time to time, Bank of America, N.A., a national banking association, as Administrative Agent
and as Collateral Agent and Goldman Sachs Lending Partners LLC, as Syndication Agent. Capitalized
terms used and not defined herein have the meanings given to such terms in the Credit Agreement.



     The undersigned hereby certifies in his/her capacity as [chief financial officer][principal
accounting officer][treasurer][controller] of the Borrower and not in his/her individual capacity,
that




	 	(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 Borrower [has added][will, within [45][120] days following the delivery
of this LTV Certificate, add] the following Non-Pool Aircraft to the Designated Pool:
                    ;] and




 









 






	 	(viii)	 	Set forth on Annex I attached hereto is a complete list of all Pool Aircraft
comprising the Designated Pool 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.





     IN WITNESS WHEREOF, the undersigned Financial Officer of the Borrower has signed this LTV
Certificate as of the date first written above.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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ANNEX I




POOL AIRCRAFT



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ANNEX 1




PROHIBITED COUNTRIES



Burma/Myanmar



Cuba



Iran



North Korea



Syria