exv10w4






Exhibit 10.4




EXECUTION VERSION




 

 






TERM LOAN 2 CREDIT AGREEMENT




dated as of



March 17, 2010



among



DELOS AIRCRAFT INC., as Borrower



INTERNATIONAL LEASE FINANCE CORPORATION, as a Guarantor,



HYPERION AIRCRAFT INC., as a Guarantor,



APOLLO AIRCRAFT INC., as a Guarantor



ARTEMIS (DELOS) LIMITED, as a Guarantor,



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. 24712GAA1




 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE 1
	 	 	 	 
	
Definitions
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Defined Terms

	 	 	1	 
	Section 1.02. Terms Generally

	 	 	28	 
	Section 1.03. Accounting Terms; Changes in GAAP

	 	 	29	 
	Section 1.04. Times

	 	 	29	 
	 
	 	 	 	 
	 ARTICLE 2
	 	 	 	 
	The Credits
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Commitment

	 	 	29	 
	Section 2.02. Request to Borrow Loans; Request to Release Loans

	 	 	29	 
	Section 2.03. Funding of Loan; Release of Aggregate Requested Release Amount

	 	 	30	 
	Section 2.04. Interest

	 	 	30	 
	Section 2.05. Payment at Maturity; Evidence of Debt

	 	 	31	 
	Section 2.06. Optional and Mandatory Prepayments

	 	 	31	 
	Section 2.07. Fees

	 	 	32	 
	Section 2.08. Taxes

	 	 	32	 
	Section 2.09. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	37 	 
	Section 2.10. Changes to the Designated Pool; Intermediate Lessees; Release of a
Subsidiary Holdco

	 	 	40	 
	Section 2.11. Defaulting Lenders

	 	 	43	 
	Section 2.12. Artemis (Delos) Limited
	 	 	 	 
	 
	 	 	 	 
	ARTICLE 3
	 	 	 	 
	Representations and Warranties
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Organization, etc

	 	 	45	 
	Section 3.02. Authorization; Consents; No Conflict

	 	 	45	 
	Section 3.03. Validity and Binding Nature

	 	 	45	 
	Section 3.04. Financial Statements

	 	 	46	 
	Section 3.05. Litigation and Contingent Liabilities

	 	 	46	 
	Section 3.06. Security Interest

	 	 	46	 
	Section 3.07. Employee Benefit Plans

	 	 	47	 
	Section 3.08. Investment Company Act

	 	 	47	 
	Section 3.09. Regulation U

	 	 	47	 
	Section 3.10. Information

	 	 	47	 
	Section 3.11. Compliance with Applicable Laws, etc

	 	 	48	 
	Section 3.12. Insurance

	 	 	48	 
	Section 3.13. Taxes

	 	 	48	 






ii









 






	 	 	 	 	 

	Section 3.14. Transaction Party Information

	 	 	48	 
	Section 3.15. Solvency

	 	 	48	 
	Section 3.16. Sanctions

	 	 	48	 
	Section 3.17. Description of Aircraft and Leases, Etc

	 	 	49	 
	Section 3.18. Ownership

	 	 	49	 
	Section 3.19. Use of Proceeds

	 	 	49	 
	 
	 	 	 	 
	ARTICLE 4
	 	 	 	 
	Conditions
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Effective Date

	 	 	49	 
	Section 4.02. Release Date

	 	 	52	 
	Section 4.03. Quiet Enjoyment Letters

	 	 	55	 
	 
	 	 	 	 
	ARTICLE 5
	 	 	 	 
	Covenants
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Legal Existence and Good Standing

	 	 	55	 
	Section 5.02. Protection of Security Interest of the Lenders

	 	 	55	 
	Section 5.03. Ownership, Operation and Leasing of Pool Aircraft; Ownership of Borrower and Each Subsidiary
Holdco

	 	 	56	 
	Section 5.04. Limitation on Disposition of Aircraft; Limitation on Disposition of
Certain Equity Collateral

	 	 	56	 
	Section 5.05. Payment of Taxes or Other Claims

	 	 	57	 
	Section 5.06. Representations Regarding Operation

	 	 	57	 
	Section 5.07. Compliance with Laws, Etc

	 	 	57	 
	Section 5.08. Notice of Adverse Claim or Loss

	 	 	57	 
	Section 5.09. Reporting Requirements

	 	 	58	 
	Section 5.10. Limitation on Transactions with Affiliates

	 	 	60	 
	Section 5.11. Inspections

	 	 	61	 
	Section 5.12. Use of Proceeds; Margin Regulations

	 	 	61	 
	Section 5.13. Insurance

	 	 	61	 
	Section 5.14.
UNSC, EU and United States Sanctions and Export Restrictions

	 	 	61	 
	Section 5.15.
Sanctions

	 	 	62	 
	Section 5.16. Loan-to-Value Ratio; Average Age

	 	 	62	 
	Section 5.17. Mergers, Consolidations and Sales of Assets

	 	 	63	 
	Section 5.18. Limitation on Indebtedness

	 	 	64	 
	Section 5.19. Limitation on Business Activity

	 	 	65	 
	 
	 	 	 	 
	ARTICLE 6
	 	 	 	 
	Events of Default
	 	 	 	 
	 
	 	 	 	 
	ARTICLE 7
	 	 	 	 
	Guaranty
	 	 	 	 
	Section 7.01. Guaranty
	 	 	67	 
	Section 7.02. Contribution

	 	 	68
	 






iii









 







	 	 	 	 	 

	Section 7.03. Guaranty Absolute

	 	 	68	 
	Section 7.04. Waiver and Acknowledgments

	 	 	71	 
	Section 7.05. Subrogation

	 	 	72	 
	Section 7.06. Payment Free and Clear of Taxes

	 	 	72	 
	Section 7.07. No Waiver; Remedies

	 	 	72	 
	Section 7.08. Continuing Guaranty

	 	 	73	 
	Section 7.09. Subordination of Certain Intercompany Indebtedness

	 	 	73	 
	Section 7.10. Limit of Liability

	 	 	73	 
	 
	 	 	 	 
	ARTICLE 8
	 	 	 	 
	Agents
	 	 	 	 
	 
	 	 	 	 
	Section 8.01. Appointment and Authority

	 	 	73	 
	Section 8.02. Rights as a Lender

	 	 	74	 
	Section 8.03. Exculpatory Provisions

	 	 	74	 
	Section 8.04. Reliance by each Agent

	 	 	75	 
	Section 8.05. Delegation of Duties

	 	 	76	 
	Section 8.06. Resignation of Administrative Agent

	 	 	76	 
	Section 8.07. Non-Reliance on Agents and Other Lenders

	 	 	76	 
	Section 8.08. No Other Duties, etc

	 	 	77	 
	Section 8.09. Administrative Agent May File Proofs of Claim

	 	 	77	 
	Section 8.10. Collateral and Guaranty Matters

	 	 	77	 
	 
	 	 	 	 
	ARTICLE 9
	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 
	Section 9.01. Notices Generally

	 	 	78	 
	Section 9.02. Waivers; Amendments

	 	 	80	 
	Section 9.03. Expenses; Indemnity; Damage Waiver

	 	 	80	 
	Section 9.04. Successors and Assigns

	 	 	83	 
	Section 9.05. Assignments by Lenders

	 	 	83	 
	Section 9.06. Replacement of Lenders

	 	 	87	 
	Section 9.07. Survival

	 	 	87	 
	Section 9.08. Counterparts; Integration; Effectiveness

	 	 	87	 
	Section 9.09. Severability

	 	 	88	 
	Section 9.10. Applicable Law

	 	 	88	 
	Section 9.11. Jurisdiction; Consent to Service of Process

	 	 	88	 
	Section 9.12. WAIVER OF JURY TRIAL

	 	 	89	 
	Section 9.13. Headings

	 	 	89	 
	Section 9.14. Confidentiality

	 	 	89	 
	Section 9.15. Right of Setoff 
	 	 	90	 
	Section 9.16. No Advisory or Fiduciary Responsibility

	 	 	91	 
	Section 9.17. Interest Rate Limitation

	 	 	92	 
	Section 9.18. USA Patriot Act
	 	 	93	 






iv









 







SCHEDULES:




	 	 	 

	Schedule 1.01(a)
— Material Agreements



	 	 
	
Schedule 3.06 — Permitted Liens

	 	 
	Schedule 3.14 — Obligor Information
	 	 
	Schedule 3.17(a) — PS Pool Aircraft
	 	 
	Schedule 3.17(b) — Leases
	 	 
	Schedule 9.01 — Notices
	 	 
	 
	 	 
	EXHIBITS:
	 	 
	 
	 	 
	Exhibit A — Commitments and Applicable Percentages
	 	 
	Exhibit B — Form of Security Agreement
	 	 
	Exhibit C — Form of Assignment and Assumption
	 	 
	Exhibit D-1A — Form of Opinion of Clifford Chance US LLP
	 	 
	Exhibit D-1B — Form of Opinion of In-House Counsel to the Obligors
	 	 
	Exhibit D-1C — Form of Opinion of A&L Goodbody
	 	 
	Exhibit E-1A — Form of Opinion of Clifford Chance US LLP, counsel to the
Relevant Release Parties
	 	 
	Exhibit E-1B — Form of Opinion of In-House Counsel to the Relevant Release Parties
	 	 
	Exhibit E-1C — Form of Opinion of A&L Goodbody, counsel to the Relevant Release Parties
	 	 
	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
	 	 
	Exhibit J — Form of Release Request
	 	 
	 
	 	 
	ANNEXES:
	 	 
	 
	 	 
	Annex 1 — Prohibited Countries
	 	 






v









 






     CREDIT AGREEMENT (this “Agreement”) dated as of March 17, 2010 among Delos Aircraft Inc., a
California corporation (the “Borrower”), International Lease Finance Corporation, a California
corporation (“ILFC”), Hyperion Aircraft Inc., a California corporation (“Parent Holdco”), Apollo
Aircraft Inc., a California corporation (“CA Subsidiary Holdco”), Artemis (Delos) Limited, a
private limited liability company incorporated under the laws of Ireland (“Irish Subsidiary
Holdco”, and together with ILFC, Parent Holdco, the Borrower and CA Subsidiary Holdco, the
"Guarantor Parties”), 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, the Borrower is an indirect wholly-owned subsidiary of ILFC, and ILFC is willing to
guarantee the Obligations of each Obligor;



     WHEREAS, the Borrower is a wholly-owned subsidiary of Parent Holdco, and Parent Holdco is
willing to guarantee the Obligations of each Obligor and to secure its Guaranteed Obligations by
granting Liens on the Collateral held by Parent Holdco to the Collateral Agent, for the benefit of
the Secured Parties, as provided in the Security Documents;



     WHEREAS, each Subsidiary Holdco is a wholly-owned subsidiary of the Borrower, and each such
Subsidiary Holdco is willing to guarantee the Obligations of each Obligor and to secure its
Guaranteed Obligations by granting Liens on the Collateral held by such Subsidiary Holdco 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:



     “Account Collateral” has the meaning set forth in the Security Agreement.




 











 





     “Account Control Agreement” has the meaning set forth in the Security Agreement.



     “Additional Charge Over Shares” means any charge over shares or other Equity Interests by any
Borrower Party in favor of the Collateral Agent, for the benefit of the Secured Parties, with
respect to the shares or other Equity Interests of any Borrower Party in any Transaction Party not
organized under the laws of the United States and formed after the Effective Date, (i) in form and
substance reasonably satisfactory to the Administrative Agent or (ii) in the case of any charge
over shares of the Equity Interests in any Transaction Party incorporated under the laws of
Ireland, an Additional Charge Over Shares in substantially the form of Exhibit B to the Security
Agreement.



     “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 No. 001292000883



     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.



2









 





     “Aggregate Requested Release Amount” means, in respect of a Release Date, (i) that aggregate
portion of the Loans to be released in accordance with Section 2.03(c) on such Release Date in
respect of each related Pool Aircraft identified in a Release Request plus (ii) the
aggregate pro rata investment earnings thereon.



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



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



     “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 5% per annum; provided that for any period in which the Base
Rate applies to the Loans, the Applicable Margin shall be 4% 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 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 PS Pool Aircraft as of any LTV Determination
Date, the value of such PS 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 PS 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 PS 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



3









 






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 PS 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 PS 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(e)
that is continuing as of such date; (ii) the Express Perfection Requirements are not
satisfied with respect to the Equity Collateral related to any Pool Aircraft; (iii) any Lien
on the Equity Collateral related to any Pool Aircraft purported to be created under any
Security Document shall not be or shall cease to be a valid and perfected Lien on such
Equity 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 Equity Collateral in a transaction permitted under the Loan Documents; (iv) a
Lessor Subsidiary shall cease to Own any Pool Aircraft, free and clear of all Liens (other
than Permitted Liens); and (v) any PS Pool Aircraft shall be of a type other than a
Preferred Aircraft Type or an Other Aircraft Type; in each case such PS Pool Aircraft shall
be deemed to have an Appraised Value of $0.00 as of such date;




     (b) any PS 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 PS 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 PS 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 PS Pool Aircraft which, as of any date, is subject to a contract providing for
the consummation of a sale of such PS 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 Transaction Party
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.



     “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.



4









 





     “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 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 PS 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 Parties” means the Borrower, Parent Holdco and each Subsidiary Holdco.



     “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.



5









 





     “CA Subsidiary Holdco” has the meaning set forth in the introductory paragraph of 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).



     “Certificated Security” has the meaning set forth in the Security Agreement.



     “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.



     “Charge Over Shares of Irish Subsidiary Holdco” means the Charge Over Shares by the Borrower
in favor of the Collateral Agent, for the benefit of the Secured Parties, with respect to the
shares of the Irish Subsidiary Holdco, substantially in the form of Exhibit B to the Security
Agreement.



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



     “Charges Over Shares” means the Charge Over Shares of the Irish Subsidiary Holdco and each
Additional Charge Over Shares.



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



     “Collateral” has the meaning set forth in the Security Agreement.



     “Collateral Account” means the securities account No. 24901405, held at Banc of America
Securities LLC, in the name of the Borrower and invested in Permitted Investments in accordance
with Section 6 of the Account Control Agreement.



     “Collateral Agent” has the meaning set forth in the Security Agreement.



     “Collateral Supplement” has the meaning set forth in the Security Agreement.



     “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



6









 




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 consisting of the PS Pool Aircraft.



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



     “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



7









 




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 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”



8









 




(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;
(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



9









 




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 the Account Collateral, execution
and delivery of the Account Control Agreement and the filing of a UCC Financing Statement in the
state of California naming the Borrower as the debtor and the Collateral Agent as the secured party
and identifying the Account Collateral as the collateral; (b) with respect to any Equity Collateral
(including any Equity Collateral related to the Borrower, each Subsidiary Holdco, each Lessor
Subsidiary and each Intermediate Lessee), subject to Section 2.07(c) of the Security Agreement, (1)
filing appropriate UCC Financing Statements in respect of such Equity Collateral and (2) delivery
of such Equity Collateral to the Collateral Agent, which shall be satisfied (i) in the case of each
Certificated Security or Instrument by (A) causing the delivery of such Certificated Security or
Instrument to the Collateral Agent, registered in the name of the Collateral Agent or duly endorsed
by an appropriate person to the Collateral Agent or in blank and, in each case, held by the
Collateral Agent, 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 Collateral Agent and confirming in writing to the Collateral Agent
that it has been so credited; and (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 Collateral Agent 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 Collateral Agent and confirming in writing to the
Collateral Agent that it has been so credited; (c) with respect to any Equity Collateral, in
respect of the Pool Aircraft related to such Equity Collateral, the relevant Lessor Subsidiary
shall be registered in the country of registration of such Pool Aircraft as the owner and lessor
(or, if applicable, the Intermediate Lessee, as lessor) with respect to such Pool Aircraft
(including, 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 necessary title, registration and lease documentation) and the
Required Cape Town Registrations shall have been made and (d) with respect to the Equity Collateral
in respect of a Borrower Party incorporated under the laws of Ireland, causing each Security
Document executed by it and any related Charges Over Shares or,in each case, its relevant particulars to be filed in the Irish Companies Registration



10









 




Office and, where applicable, the Irish Revenue Commissioners within 21 days of execution thereof.




     “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 agreement dated as of March 15, 2010,
between, among others, ILFC and Bank of America, N.A.



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



     “Final Release Date” means the Release Date on which, immediately after giving effect thereto,
there would be insufficient funds in the Collateral Account for the Borrower to make any future
Release Requests in accordance with the terms hereof.



     “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



11









 




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 Lessor Subsidiary (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.



     “Government Security” has the meaning set forth in the Security Agreement.



     “Grantor Supplement” has the meaning set forth in the Security Agreement.



     “Guaranteed Obligations” means in respect of the guarantee by each Guarantor Party set forth
in Article 7 of this Agreement, all Obligations of each Obligor, 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 the introductory paragraph.



     “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,



12









 




infectious or medical wastes and all other substances or wastes of any nature regulated
pursuant to any Environmental Law.




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



     “Indebtedness” means, with respect to any Person at any date of determination (without
duplication), (a) all indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of
such Person in respect of letters of credit or other similar instruments (including reimbursement
obligations with respect thereto), (d) all the obligations of such Person to pay the deferred and
unpaid purchase price of property or services, which purchase price is due more than six months
after the date of purchasing such property or service or taking delivery and title thereto or the
completion of such services, and payment deferrals arranged primarily as a method of raising
finance or financing the acquisition of such property or service, (e) all obligations of such
Person under a lease of (or other agreement conveying the right to use) any property (whether real,
personal or mixed) that is required to be classified and accounted for as a capital lease
obligation under U.S. GAAP, (f) all indebtedness of other Persons secured by a lien on any asset of
such Person, whether or not such indebtedness is assumed by such Person, and (g) all indebtedness
of other Persons guaranteed by such Person.



     “Indemnified Taxes” means all Taxes (except Excluded Taxes) that are suffered or incurred by
or imposed on any Lender Party, any Obligor, 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 Appraised Value” means, with respect to any Pool Aircraft as of any Release Date, the
initial value of such Pool Aircraft, calculated by taking the lesser of the average and the median
of the initial Appraisals conducted with respect to such Pool Aircraft prior to the Effective Date
(or, in the case of any Pool Aircraft not included in the original Designated Pool, the initial
Appraisal conducted with respect to such Pool Aircraft pursuant to Section 2.10).



     “Initial LTV Ratio” means, as of any Release Date, in respect of a Pool Aircraft related to
such Release Date, the ratio of (i) the aggregate principal amount of all Released Loans in respect
of such Pool Aircraft to be released from the Collateral Account on such Release Date, divided by
(ii) the aggregate Initial Appraised Value of such Pool Aircraft.



     “Instrument” has the meaning set forth in the Security Agreement.



     “Intercreditor Agreement” means the Intercreditor Agreement among ILFC, Parent Holdco, the
Borrower, Irish Subsidiary Holdco, CA Subsidiary Holdco, 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).



13









 





     “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 Junior 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 relevant Lessor Subsidiary (as lessor) and an Intermediate Lessee (as lessee).



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



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



     “Ireland” means the Republic of Ireland.



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



     “Irish Subsidiary Holdco Accession Date” means the date on which each of the following
conditions are satisfied (or waived in accordance with Section 9.02): (i) (x) Irish Subsidiary
Holdco shall have executed and delivered to the Administrative Agent and the Collateral Agent an
Irish Subsidiary Holdco Request and Assumption Agreement, (y) Irish Subsidiary Holdco shall have
executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement in
respect of the relevant Collateral and (z) the Borrower shall have executed and delivered to the
Administrative Agent and the Collateral Agent a Charge Over Shares of Irish Subsidiary Holdco, (ii)
the Administrative Agent shall have received a favorable written opinion (addressed to each Lender
Party and dated the Irish Subsidiary Holdco



14









 




Accession Date) in a form reasonably satisfactory to the Administrative Agent of each of (x)
Clifford Chance US LLP with respect to New York law matters and (y) A&L Goodbody with respect to
Irish law matters related to the Irish Subsidiary Holdco and the Charge Over Shares of Irish
Subsidiary Holdco, (iii) the Collateral Agent shall have received a UCC-1 Financing Statement from
the Borrower, naming the Borrower as debtor, naming the Collateral Agent (for the benefit of the
Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the
Irish Subsidiary Holdco, (iv) the Administrative Agent shall have received such documents and
certificates relating to the organization, existence and, if applicable, good standing of the Irish
Subsidiary Holdco, the authorization of the transactions contemplated by the Loan Documents and any
other legal matters relating to the Irish Subsidiary Holdco, the Loan Documents, the relevant
Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably
satisfactory to the Collateral Agent and their counsel, (v) the Administrative Agent shall have
received a certificate, dated the Irish Subsidiary Holdco Accession Date and signed by the
President, a Vice President or a Financial Officer of ILFC, confirming compliance with the
conditions set forth in subclauses (vii) and (viii) below, (vi) the Administrative Agent and the
Collateral Agent shall have received the results of a recent Lien, tax and judgment search in
Ireland revealing no Liens on any of the assets of the Irish Subsidiary Holdco or the relevant
Collateral other than Permitted Liens, (vii) the representations and warranties of the Irish
Subsidiary Holdco contained in Article 3 of this Agreement and contained in each other Loan
Document applicable to the Irish Subsidiary Holdco Accession Date as provided in Article 3 of this
Agreement shall be true and correct on and as of the Irish Subsidiary Holdco Accession 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, (viii) immediately after giving
effect to the Irish Subsidiary Holdco Accession Date, no Default or Event of Default shall have
occurred and be continuing and (ix) the Collateral Agent, for the benefit of the Secured Parties,
shall have a first priority perfected security interest in the relevant Collateral (to the extent
of the Express Perfection Requirements, subject to any change in law).





	 	 	“Irish Subsidiary Holdco Request and Assumption Agreement” means the Irish Subsidiary Holdco
Request and Assumption Agreement in substantially the form of Exhibit K.





     “Junior Collateral” means the Equity Collateral in respect of the Borrower (including Parent
Holdco’s Equity Interest in the Borrower).



     “Junior Lien” means a Lien granted by Parent Holdco, at any time, upon any Junior Collateral,
to secure Junior Lien Obligations.



     “Junior Lien Debt” means any indebtedness (including letters of credit and reimbursement
obligations with respect thereto) of Parent Holdco 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 Parent Holdco, such
indebtedness is designated by Parent Holdco, 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



15









 






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 Parent
Holdco that are more restrictive than the covenants of Parent Holdco 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 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.



16









 





     “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 a Pool Aircraft, 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.



     “Lessor Subsidiary” means any special purpose Person or vehicle (including trusts) which (a)
is organized under the laws of Delaware, California, Utah, Ireland or any other jurisdiction
reasonably acceptable to the Collateral Agent, (b) holds legal title to a single Pool Aircraft and
(c) 100% of the Equity Interest therein is held by a Subsidiary Holdco.



     “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 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



17









 




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 Intercreditor Agreement, the Irish Subsidiary
Holdco Request and Assumption Agreement, the Security Documents and the Notes.



     “Loan-to-Value Ratio” means, as of any LTV Determination Date, the ratio of (i) the aggregate
outstanding principal amount of the Released Loans as of such LTV Determination Date, divided by
(ii) the aggregate Appraised Value of all Pool Aircraft as of such LTV Determination Date. For the
avoidance of doubt, the principal amount of the Released Loans which shall have been repaid or
prepaid on or before the applicable LTV Determination Date shall not be included in 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).



     “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 Obligors
and their Subsidiaries taken as a whole, the result of which is a material impairment of the
ability of the Obligors 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.



18









 





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



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



     “Maturity Date” means March 17, 2016.



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



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



     “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 ILFC or any of its
Subsidiaries that is not a PS Pool Aircraft.



     “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 Obligor under any Loan Document and any fees or other amounts now or hereafter
payable by any Obligor 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.



     “Obligor” means ILFC and each Borrower Party.



     “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-




19











 




500, (g) Boeing 747, (h) Boeing 767, (i) Boeing 777-300 (non-ER) and (j) McDonnell Douglas
MD-11.




     “Other Relevant Jurisdiction” means any other jurisdiction in which a Lessor Subsidiary is
organized as reasonably approved by the Collateral Agent in accordance with the terms of clause (a)
of the definition of “Lessor Subsidiary”.



     “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.



     “Parent” means American International Group, Inc.



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



     “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.



     “Permitted Investments” means, in each case, book-entry securities, negotiable instruments or
securities in bearer or registered form that evidence:



          (a) direct obligations of, and obligations fully guaranteed as to timely payment by, the
United States of America (having original maturities of no more than 365 days, or such lesser time
as is required for the distribution of funds);




          (b) demand deposits, time deposits or certificates of deposit of the Collateral Agent or of
depositary institutions or trust companies organized under the laws of the United States of America
or any state thereof, or the District of Columbia (or any domestic branch of a foreign bank) (i)
having original maturities of no more than 365 days, or such lesser time as is required for the
distribution of funds; provided that at the time of Investment or contractual commitment to invest
therein, the short-term debt rating of such depositary institution or trust company shall be at
least “A-1” by S&P and “P-1” by Moody’s and the long-term debt rating of such depositary or
institution or trust company shall be at least A1 by Moody’s or (ii) having maturities of more than
365 days and, at the time of the Investment or contractual commitment to invest therein, a rating
of “AA” by S&P and “Aa1” by Moody’s;







20









 








          (c) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) of this definition and entered into with a financial institution
satisfying the criteria described in clause (b) of this definition;




          (d) corporate or municipal debt obligations (including open market commercial paper) (i)
having remaining maturities of no more than 365 days, or such lesser time as is required for the
distribution of funds, having, at the time of the Investment or contractual commitment to invest
therein, a rating of at least “A-1+” or “AA” by S&P and “P-1” or “Aa1” by Moody’s or (ii) having
maturities of more than 365 days and, at the time of the Investment or contractual commitment to
invest therein, a rating of “AA” by S&P and “Aa1” by Moody’s;




          (e) investments in money market funds (including funds in respect of which the Collateral
Agent or any of its Affiliates is investment manager or advisor, including but not limited to Bank
of America money market funds) having a rating of at least “AA” by S&P and “Aa2” by Moody’s
previously approved by the Borrower or the Collateral Agent; or




          (f) notes or bankers’ acceptances (having original maturities of no more than 365 days, or
such lesser time as is required for the distribution of funds) issued by any depositary institution
or trust company referred to in (b) above;



provided, however, that no investment shall be made in any obligations of any
depositary institution or trust company which has a contractual right to set off and apply any
deposits held, and other indebtedness owing, by any Obligor to or for the credit or the account of
such depositary institution or trust company; provided further that if, at any
time, the rating of any of the foregoing investments falls below “BBB” by S&P or “Baa2” by Moody’s,
such downgraded investment shall no longer constitute a “Permitted Investment”.




     “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;



21









 






     (d) any Lien created in favor of the Collateral Agent, for the benefit of the Secured
Parties (as defined in the Security Agreement) 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 or any Lessor Subsidiary 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 in respect of any Pool Aircraft, as defined under
any lease of an Aircraft (other than Liens or encumbrances created by a Obligor except as
described in this definition);




     (g) the respective rights of a Borrower Party or Lessor Subsidiary 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 or Lessor Subsidiary’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 Security
Agreement 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;




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




     (j) any Lien bonded against by any Borrower Party or Lessor Subsidiary, 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-Pool Aircraft Assets or deposits required under a Lease to secure
payment obligations of the applicable Borrower Party or Lessor Subsidiary under that Lease;




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




     (m) any Eligible Lease;



22









 






     (n) any Lien in respect of any Pool Aircraft resulting directly from any Third Party
Event, but only for so long as the Borrower and the applicable Borrower Party or Lessor
Subsidiary are complying with the requirements of the proviso to the last paragraph of
Section 2.18(c) of the Security Agreement;




     (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) in respect of any Junior Collateral, 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).



     “Pledged Debt” has the meaning set forth in the Security Agreement.



     “Pledged Debt Collateral” has the meaning set forth in the Security Agreement.



     “Pledged Equity Interests” has the meaning set forth in the Security Agreement.



     “Pledged Equity Parties” has the meaning set forth in the Security Agreement.



     “Pool Aircraft” means, as of any date, any aircraft Owned by a Lessor Subsidiary.



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



     “Pool Aircraft Collateral” means all Pool Aircraft, each of the Leases related thereto and the
right, title and interest of each relevant Lessor Subsidiary in and to the acquisition agreement
related to such Pool Aircraft.



23









 





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




     (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 PS 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 PS 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 PS Pool Aircraft at such time;




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




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




     (f) the aggregate Appraised Value of all PS 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 PS 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 (c) below, 2% of such principal amount being prepaid if the date
of such prepayment is prior to the first anniversary of the Effective Date, (b) except as provided
in clause (c) below, 1% of such principal amount being prepaid if the date of such prepayment is on
or after the first anniversary of the Effective Date and prior to the second anniversary of the
Effective Date or (c) $0.00 if (i) the date of such prepayment is on or after the second
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



24









 




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.



     “PS Pool Aircraft” means the Pool Aircraft and the Undelivered Pool Aircraft.



     “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 Pool Aircraft Assets related to the Pool Aircraft and the servicing thereof.



     “Release Date” means a Business Day, as identified in a Release Request provided in accordance
with Section 2.02(b), upon which date the Aggregate Requested Release Amount shall be released to
the Borrower, subject to the terms and conditions herein.



     “Released Loans” means, as of any date of determination, the then aggregate outstanding
principal amount of the Loans that have been released (including on such date of determination) to
the Borrower from the Collateral Account in accordance with the terms hereof. For the avoidance of
doubt, the principal amount of the Released Loans which shall have been repaid or prepaid on or
before the applicable determination date shall not be included in the then aggregate outstanding
principal amount of the Released Loans.



     “Release Request” has the meaning set forth in Section 2.02(b).



     “Relevant Release Parties” means in respect of a Release Date and the applicable Pool
Aircraft, (i) each relevant Lessor Subsidiary which holds title to such Pool Aircraft, (ii) each
relevant Subsidiary Holdco directly holding 100% of the Equity Interests in each such Lessor
Subsidiary and (iii) each relevant Intermediate Lessee (if any).



25









 





     “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 Security Agreement.



     “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.



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



     “Secured Obligations” has the meaning set forth in the Security Agreement.



     “Secured Parties” has the meaning set forth in the Security Agreement.



     “Securities Account” has the meaning set forth in the Security Agreement.



     “Securities Intermediary” has the meaning set forth in the Account Control Agreement.



     “Security Agreement” means the 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
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).



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



26









 





     “Security Documents” means the Security Agreement, each Charge Over Shares, the Account
Control Agreement 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(e).



     “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 an Obligor, and includes a trust.



     “Subsidiary Holdco” means CA Subsidiary Holdco and Irish Subsidiary Holdco.



     “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 Security Agreement.



     “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.



     “Transaction Parties” means each Obligor, each Lessor Subsidiary and each Intermediate Lessee.



     “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.



27









 





     “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 Security
Agreement 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 Security Agreement, or any other Loan Document.



     “Uncertificated Security” has the meaning set forth in the Security Agreement.



     “Undelivered Pool Aircraft” means, as of any date, the pool of aircraft Owned by ILFC or any
of its Subsidiaries, satisfying each of the following conditions: (x) the Transaction Parties
shall each have a good faith intention and, to ILFC’s knowledge, the ability to transfer such
aircraft to a Lessor Subsidiary within a reasonable time period and (y) such aircraft shall be
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). For the avoidance of doubt, upon the Final
Release Date, there shall be no Undelivered Pool Aircraft.



     “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



28









 







time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements or modifications
set forth herein), i) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, ii) 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, iii) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and iv) 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, 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 by transfer of such amount to the
Administrative Agent as described in Section 2.03. 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; Request to Release Loans. (a) 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.



     (b) The Borrower shall request that the Collateral Agent release the Aggregate Requested
Release Amount by delivering to the Administrative Agent and Collateral Agent a
notice in writing in the form attached hereto as Exhibit J (a “Release Request”) no later than
12:00 p.m., New York City time, at least three (3) Business Days before a Release Date. Such
Release Request shall be revocable. Following the receipt of a Release Request, the Administrative
Agent shall promptly notify each Lender thereof.



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



     (b) On the Effective Date, subject to the terms and conditions herein (including the
satisfaction of each of the conditions set forth in Section 4.01), promptly upon receipt from each
Lender of an amount equal to such Lender’s Commitment as described in Section 2.03(a), the
Administrative Agent shall transfer to the Collateral Account all such proceeds of the Loans. All
amounts in the Collateral Account shall be invested in Permitted Investments pursuant to and in
accordance with Section 6 of the Account Control Agreement.



     (c) Subject to the terms and conditions (including the satisfaction of each of the conditions
set forth in Section 4.02) and relying on the representations and warranties set forth herein, on a
Release Date the Collateral Agent shall direct the Securities Intermediary to release from the
Collateral Account to the Borrower the Aggregate Requested Release Amount to the account designated
in the relevant Release Request; provided that in respect of a Release Date, the Initial
LTV Ratio in respect of each Pool Aircraft related to such Release Date shall equal 56%;
provided that, on the Final Release Date, in addition to the Aggregate Requested Release
Amount, all other amounts in the Collateral Account will be released to the Borrower to the account
designated in the relevant Release Request.



     Section 2.04. Interest. (a) Subject to the provisions of this Section 2.04, the Loans
(whether or not the Loans are Released 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.



30









 





     (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 Guarantor 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 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 (provided that, such payment may be made (subject to the applicable Premium
Amount) by release of funds in the Collateral Account if so elected by the Borrower).



     (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



31









 







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 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.



32









 





     (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 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,



33









 





               (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.



          (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.



34









 





     (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 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.




35









 








     (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
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);



36









 






     (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 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,



37









 







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 v)
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 vi) 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



     (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



38









 







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.



     (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 Obligor 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 Obligor rights of setoff and counterclaim with respect to such


39









 






participation as fully as if such Lender were a direct creditor of such Obligor in the amount of
such participation.




     Section 2.10. Changes to the Designated Pool; Intermediate Lessees; Release of a Subsidiary
Holdco. (a) Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated
Pool. The Borrower may remove any PS Pool Aircraft (and the related Lessor Subsidiary) 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 in the case of a Pool Aircraft, and
one (1) Business Day prior written notice in the case of an Undelivered Pool Aircraft and (ii)
after giving pro forma effect to such removal of any PS Pool Aircraft, the Borrower shall be in
compliance with Section 5.16(a); provided that, if a Default shall occur or be
reasonably expected to occur relating to a particular Lessor Subsidiary or PS Pool Aircraft, the
Borrower may remove such PS Pool Aircraft (and the related Lessor Subsidiary) from the Designated
Pool if the Borrower shall have provided at least one (1) Business Day prior written notice to the
Lender Parties and if, after giving pro forma effect to such removal, the Borrower is 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, the Equity
Collateral 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 relevant Equity Collateral related to the relevant Pool Aircraft.
From time to time prior to the Final Release Date, in respect of Undelivered Pool Aircraft, in
accordance with the terms hereof, the Obligors shall update the Designated Pool to ensure each
Undelivered Pool Aircraft set forth on Schedule 3.17(a) shall constitute an Aircraft for which the
Obligors have a good faith intention and , to ILFC’s knowledge, ability to transfer to a Lessor
Subsidiary within a reasonable period.



     (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) if such Aircraft is to be a Pool Aircraft, such Aircraft is Owned by a Lessor Subsidiary
at the time such Aircraft becomes a Pool Aircraft and such Lessor Subsidiary has good and
marketable legal title to such Pool Aircraft, free and clear of Liens other than Permitted Liens;




          (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 PS Pool
Aircraft and, if such Aircraft is to be a Pool Aircraft, after giving pro forma effect to such
addition, the Borrower shall be in compliance with Section 5.16(a);




          (iii) in respect of Pool Aircraft, the relevant Lessor Subsidiary shall be, as permitted in
the country of registration of such Pool Aircraft, registered as the owner and a lessor with
respect to such Pool Aircraft if applicable under the law of such country of registration and such
Lessor Subsidiary has made the Required Cape Town Registration, if applicable;




40









 








          (iv) in respect of Pool Aircraft, 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, the Equity Collateral related to the relevant Pool Aircraft; 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 Lessor Subsidiary 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 Pool Aircraft; provided that:




     (A) such Intermediate Lessee shall have executed and delivered to the
Administrative Agent and the Collateral Agent such certificates, opinions and
documents (including registrations and recordings with the FAA (if applicable), the
International Registry and/or any Applicable Foreign Aviation Law) as are required
to evidence such Intermediate Lessee as the lessor of such Pool Aircraft;




     (B) such Intermediate Lessee shall be, as permitted in the country of
registration of such Pool Aircraft, registered as a lessor with respect to such
Pool Aircraft and such Lessor Subsidiary shall be, as and to the extent permitted
in the country of registration of such Pool Aircraft, registered as the owner with
respect to such Pool Aircraft and such Lessor Subsidiary has made the Required Cape
Town Registration, if applicable; and




     (C) if such Intermediate Lessee is incorporated under the laws of Ireland, the
relevant Subsidiary Holdco holding the Equity Interest in such Intermediate Lessee,
shall (i) enter into a Collateral Supplement in accordance with the terms of the
Loan Documents and (ii) enter into an Additional Charge Over Shares in respect of
such Equity Interests and cause such Additional Charge Over Shares 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 relevant Subsidiary Holdco may from time
to time, upon not less than twenty (20) days’ revocable prior written notice from such Subsidiary
Holdco to the Administrative Agent, at any time and from time to time assign the Equity Interests
in an Intermediate Lessee to any Person 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.



41









 





     (e) Specified Representation Deficiency. Notwithstanding anything to the contrary herein, the
status of any direct Subsidiary of a Subsidiary Holdco as an Intermediate Lessee 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 is terminated as such for all purposes in accordance with this Agreement),
immediately if, at any time, such Subsidiary Holdco 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 is organized and existing for the enforcement
thereof against such Intermediate Lessee 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 (1) any such filing, registration, recording, execution or notarization as has
been made and (2) 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 (3) 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 Administrative Agent acting reasonably) or (iii)
in the case of clause (A), as have been paid.



42









 






     (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 or the relevant Subsidiary Holdco 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 Transaction Party.



     (f) Release of Subsidiary Holdco. A Subsidiary Holdco will be released from its obligations
under the Loan Documents if (i) the Borrower shall have provided at least twenty (20) days’
revocable prior written notice to the Lender Parties prior to any such proposed release,
identifying the relevant Subsidiary Holdco to be released, (ii) such Subsidiary Holdco shall not
hold directly or indirectly any of the Equity Interests in any Lessor Subsidiary nor any
Intermediate Lessee and (iii) after giving pro forma effect to such release of such Subsidiary
Holdco, 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 Subsidiary Holdco, (x) the
Collateral Agent’s security interest in, and Lien on, any equity interest in any Person held by
such Subsidiary Holdco shall be released and (y) such Subsidiary Holdco shall be released from its
obligations under the Loan Documents. The Collateral Agent shall promptly execute and deliver to
the relevant Subsidiary Holdco, at the Borrower’s expense, all documents that such Subsidiary
Holdco shall reasonably request to evidence its release of the security interests in, and Liens on,
any equity interests held by such Subsidiary Holdco and the release of such Subsidiary Holdco from
its obligations under the Loan Documents.



     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



43









 







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 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.



     Section 2.12. Artemis (Delos) Limited. Notwithstanding anything in the Loan Documents to the
contrary, until the occurrence of the Irish Subsidiary Holdco Accession Date, no reference herein
or in any Loan Document to “Artemis (Delos) Limited” or to “Irish Subsidiary Holdco” shall have any
meaning or effect or be binding upon any Person in any manner, including any representation,
warranty, covenant, or any other agreement or provision under the Loan Documents in respect of
Artemis (Delos) Limited or Irish Subsidiary Holdco. Upon the occurrence of the Irish Subsidiary
Holdco Accession Date, Artemis (Delos) Limited (i) shall become a party to each of this Agreement,
the Security Agreement, the relevant Charges Over Shares and any other Loan Document to which it is
to become a party and (ii) shall be a Grantor, a Borrower Party, an Obligor, a Transaction Party, a
Relevant Release Party, a



44









 







Subsidiary Holdco, the Irish Subsidiary Holdco and each other entity
referenced herein or in the other Loan Documents for all purposes under this Agreement and the
other Loan Documents and shall be bound by the obligations of such Person hereunder and thereunder.



ARTICLE 3

Representations and Warranties




     The Borrower and each other Obligor represents to the Lender Parties on the Effective Date
(and, (i) in the case of a Release Date, with respect to any of the below representations or
warranties relating to any Transaction Party, Borrower Party or Obligor that on such Release Date
is also a Relevant Release Party, on such Release Date and (ii) in the case of the Irish Subsidiary
Holdco Accession Date, with respect to any of the below representations or warranties relating to
the Irish Subsidiary Holdco) that:



     Section 3.01. Organization, etc. Each Transaction Party is a Person duly organized, validly
existing and, if applicable, in good standing under the laws of the jurisdiction of such
Transaction Party’s organization; and such Transaction 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 Obligor 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 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 any Transaction Party is a party or by which it is bound, (iii)
any Transaction Party’s Operating Documents or Organizational Documents or (iv) any provision of
any agreement or instrument binding on any Transaction Party, or any agreement or instrument of
which such Transaction Party is aware affecting the properties of such Transaction Party, except
with respect to (d)(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 Transaction Party’s
properties, other than the Security Documents. Each of the Loan Documents to which such Obligor is
a party has been duly authorized, executed and delivered by such Obligor.



     Section 3.03. Validity and Binding Nature. This Agreement and the other Loan Documents to
which such Obligor is a party constitute (or will constitute when duly executed and delivered)
legal, valid and binding obligations of such Obligor, enforceable against such



45









 







Obligor 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. ILFC’s audited consolidated financial statements as at
December 31, 2009, a copy of which has been furnished to each Lender, have been prepared in
accordance with GAAP and fairly present the financial condition of ILFC 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 ILFC’s filings with the
Securities and Exchange Commission, no Transaction Party has any contingent liabilities which are
material to its business, credit, operations or financial condition of the Transaction Parties
taken as a whole.



     Section 3.06. Security Interest.



     (a) The Security Agreement 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 (other than, in the case of priority, the Permitted Lien described in clause (p) of the
definition of Permitted Lien), and all filings and other actions necessary to perfect and protect
such security interest under the laws of the United States, Ireland and each Other Relevant
Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable
against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties.
The relevant Lessor Subsidiary has good and marketable legal title to its respective Pool
Aircraft, free and clear of Liens other than Permitted Liens. Schedule 3.06 hereto lists, (i) to
the knowledge of the Obligors after due inquiry, all Permitted Liens described in clause (e) or (j)
of the definition of Permitted Liens on the Pool Aircraft Collateral existing as of the Effective
Date and (ii) all Permitted Liens described in clause (n) of the definition of Permitted Liens on
the Pool Aircraft Collateral existing as of the Effective Date of which a responsible officer of
any Obligor has received written notice.



     (b) None of the Collateral nor any Pool Aircraft 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, no Collateral nor any Pool Aircraft Collateral is described in (i) any
UCC financing statements filed against any Transaction 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 or any Pool Aircraft 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 Security Agreement 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.



46









 





     (c) The rights and obligations of each Lessor Subsidiary and each Intermediate Lessee (as
lessor, as applicable) 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.



     Section 3.07. Employee Benefit Plans. Each employee benefit plan (as defined in Section 3(3)
of ERISA) maintained or sponsored by ILFC 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 ILFC 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 ILFC 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 Transaction 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 Transaction 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 Transaction 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.



     Section 3.10. Information. (a) All written information furnished by or on behalf of any
Transaction 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 ILFC’s filings
with the Securities and Exchange Commission, for the purpose of completeness) shall have been, to
the best of ILFC’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, ILFC 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 ILFC) and exercised due care in the preparation of such
information, report, financial statement, exhibit or schedule.



47









 





     (b) All information furnished by ILFC to any Lender Party on and after the date hereof shall
be, to the best of ILFC’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, ILFC 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 ILFC) 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 Transaction 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 Transaction Party is in default under any agreement or instrument to which such Transaction
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 Transaction Party maintains, or has caused to be maintained,
insurance as required by the Security Agreement.



     Section 3.13. Taxes. Each Transaction 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.



     Section 3.14. Transaction Party Information. Schedule 3.14, as updated from time to time in
writing to the Lender Parties, accurately sets forth with respect to each Transaction 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 Transaction Party only has one jurisdiction of incorporation.



     Section 3.15. Solvency. As of the Effective Date (and as also reflected on ILFC’s
consolidated balance sheet dated as of December 31, 2009, and confirmed by the Appraisals dated as
of March 8, 2010 and March 9, 2010, as the case may be, 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)
ILFC and (y) the Borrower and its Subsidiaries taken as a whole, exceed their respective
liabilities. As of the Effective Date, neither the Transaction Parties taken as a whole nor ILFC
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 Transaction Parties, any of their Subsidiaries or any
director, officer, employee, agent, affiliate or representative of any Transaction Party or any



48









 







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 Transaction 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 Obligors. The Prohibited Countries as of the date
hereof are listed on Annex 1.



     Section 3.17. Description of Aircraft and Leases, Etc.



     (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 PS Pool Aircraft and the country
of registration of such PS Pool Aircraft.



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



     Section 3.18. Ownership. ILFC or a Subsidiary thereof Owns each PS Pool Aircraft. The
relevant Lessor Subsidiary Owns each Pool Aircraft. Parent Holdco holds 100% of the Equity
Interest in the Borrower. The Borrower holds 100% of the Equity Interest in each of CA Subsidiary
Holdco and Irish Subsidiary Holdco. As of each Release Date, (i) each relevant Subsidiary Holdco
holds 100% of the Equity Interest in the relevant Lessor Subsidiary and (ii) if applicable, the
relevant Subsidiary Holdco holds 100% of the Equity Interest in the relevant Intermediate Lessee.



     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.



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 party hereto
executed counterparts of this Agreement, including sufficient original executed counterparts for
each Lender.



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     (b) The Administrative Agent (or its counsel) shall have received from each party thereto
executed counterparts of the Intercreditor Agreement.



     (c) The Collateral Agent shall have received from each party thereto executed counterparts of
the Security Agreement and the Charge Over Shares in respect of the Irish Subsidiary Holdco.



     (d) The Collateral Account shall have been established and the Administrative Agent shall have
received from the Borrower, the Securities Intermediary and the Collateral Agent executed
counterparts to the Account Control Agreement.



     (e) The Administrative Agent shall have received a favorable written opinion (addressed to
each Lender Party and dated the Effective Date) of each of Clifford Chance US LLP with respect to
New York law, in-house counsel to ILFC with respect to California law and other matters, and A&L
Goodbody with respect to Irish law, each counsel for the Obligors, substantially in the form of
Exhibit D-1A, D-1B and D-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 Obligor is a party or by which it is bound or any of its
properties are subject (including, but not limited to, any Lease), and, in the case of each opinion
required by this subsection, covering such other matters relating to the relevant Obligor, the Loan
Documents, the Collateral or the transactions contemplated thereby as any Lender Party shall
reasonably request. The Obligors hereby request such counsel to deliver such opinions.



     (f) The Collateral Agent shall have received UCC Financing Statements (i) from the Parent
Holdco, naming the Parent Holdco 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) and (ii) from the Borrower, naming the
Borrower 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).



     (g) 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 each Obligor, the authorization of the transactions
contemplated by the Loan Documents and any other legal matters relating to the Obligors, 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.



     (h) 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 Securities Intermediary, the authorization of the
transactions contemplated by the Account Control Agreement and any other
legal matters relating to the Securities Intermediary in connection with the Loan Documents or
the transactions contemplated hereby or thereby, all in form and substance satisfactory to the
Lender Parties and their counsel.



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     (i) 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 ILFC, confirming compliance
with the conditions set forth in clauses (m) and (n) of this Section 4.01.



     (j) 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% 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.



     (k) 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 revealing no Liens on any of the assets
of any Borrower Party or the Collateral.



     (l) All consents and approvals required to be obtained by the Borrower, ILFC, or any other
Obligor 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.



     (m) The representations and warranties of the Obligors 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.



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



     (o) The Administrative Agent shall have received three Appraisals of each PS Pool Aircraft in
form and substance satisfactory to it. Such Appraisals shall have been conducted by a Qualified
Appraiser prior to the Effective Date.



     (p) The Administrative Agent shall have received evidence satisfactory to it that each of the
PS Pool Aircraft is Owned by ILFC or an Affiliate of ILFC as of the Effective Date.



     (q) The Administrative Agent shall have received evidence satisfactory to it that ILFC and
each other Obligor has received all waivers and/or amendments to its existing indentures,
agreements, 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.



     (r) The Administrative Agent shall have received from each Obligor such 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



51









 







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 Equity Collateral (in respect of the Borrower and each Subsidiary Holdco) and the
Account Collateral.



     (s) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority
perfected security interest in the Equity Collateral (in respect of the Borrower and each
Subsidiary Holdco) and the Account Collateral.



     (t) 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.



     (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.


Section 4.02. Release Date. The obligations of the Collateral Agent to release the Aggregate
Requested Release Amount from the Collateral Account pursuant to a Release Request 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 Collateral Agent and the Administrative Agent shall have received a duly executed and
completed Release Request.



     (b) On the relevant Release Date, the Borrower shall be in compliance with the Loan-to-Value
Ratio.



     (c) The Collateral Agent shall have received the following documents or instruments: (i) the
relevant Subsidiary Holdco pledging the Equity Collateral in the relevant Lessor Subsidiary shall
have executed and delivered a Collateral Supplement in respect of such Equity
Collateral and, if such Lessor Subsidiary is organized in Ireland, an Additional Charge Over
Shares in respect of such Equity Collateral, (ii) if applicable, the relevant Subsidiary Holdco
pledging the Equity Collateral in the relevant Intermediate Lessee shall have executed and
delivered a Collateral Supplement in respect of such Equity Collateral and, if such Intermediate
Lessee is organized in Ireland, an Additional Charge Over Shares in respect of such Equity
Collateral and (iii) documentary confirmation from the state of registration and the International



52









 







Registry, respectively that (x) to the extent applicable in such jurisdiction, such Lessor
Subsidiary is registered in the jurisdiction of registration of the Pool Aircraft identified in the
applicable Release Request as the owner and lessor (or, if there is an Intermediate Lessee in
respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft, as may be
customary in such jurisdiction, and (y) the Required Cape Town Registrations have been made.



     (d) The Administrative Agent shall have received a favorable written opinion (addressed to
each Lender Party and dated such Release Date) of each of (i) Clifford Chance US LLP with respect
to New York law, in-house counsel to the Relevant Release Parties with respect to California law
and other matters, and A&L Goodbody with respect to Irish law, each counsel for the Obligors,
substantially in the form of Exhibit E-1A, E-1B and E-1C (as applicable) hereto as to such matters
as the Collateral Agent may reasonably request and (ii) Daugherty, Fowler, Peregrin & Haught, A
Professional Corporation, special counsel to the Relevant Release Parties in respect of Cape Town
matters, substantially in the form of Exhibit E-2. The Obligors request such counsel to deliver
such opinions.



     (e) The Collateral Agent shall have received UCC Financing Statements from the relevant
Subsidiary Holdco, naming such Subsidiary Holdco as debtor, naming the Collateral Agent (for the
benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in
respect of the relevant Lessor Subsidiary, and if applicable, the relevant Intermediary Lessee
(such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).



     (f) The Administrative Agent shall have received such documents and certificates relating to
the organization, existence and, if applicable, good standing of the Relevant Release Parties, the
authorization of the transactions contemplated by the Loan Documents and any other legal matters
relating to each of the Relevant Release Parties, the Loan Documents, the Collateral or the
transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to
the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents,
resolutions and incumbency certificates.



     (g) The Administrative Agent shall have received a certificate, dated the Release Date and
signed by the President, a Vice President or a Financial Officer of ILFC, confirming (x) compliance
with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) that each of the
relevant Pool Aircraft is registered in the country of registration of such Pool Aircraft in the
name of the relevant Lessor Subsidiary as the owner and lessor (or, if there is an Intermediate
Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Pool Aircraft
if applicable in such country and there are no Liens of record in respect of such Pool Aircraft
(other than Permitted Liens).



     (h) The Borrower shall have paid all fees and other amounts due and payable to the
Administrative Agent and the Collateral Agent in connection with the transactions contemplated
under the Loan Documents on or before the relevant Release Date, including all fees, expenses and
other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any
other Person pursuant to any other agreement related to the Release Date and the transactions
contemplated thereby.



53









 





     (i) 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 relevant Lessor Subsidiary or Intermediate Lessee is organized,
each jurisdiction in which each relevant Pool Aircraft identified in the relevant Release Request
is registered, and the International Registry with respect to each Relevant Release Party and the
Collateral, revealing no Liens on any of the assets of any Relevant Release Party, any relevant
Pool Aircraft Collateral or the relevant Collateral other than Permitted Liens.



     (j) The representations and warranties of the Obligors contained in Article 3 of this
Agreement and contained in each other Loan Document applicable to such Release Date as provided in
Article 3 of this Agreement shall be true and correct on and as of the Release 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.



     (k) Immediately after giving effect to the release of the Aggregate Requested Release Amount
from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.



     (l) The Administrative Agent shall have received evidence reasonably satisfactory to it that
each of the relevant Pool Aircraft is Owned by a Lessor Subsidiary as of the applicable Release
Date, including, without limitation, a warranty bill of sale (and, for any Pool Aircraft registered
with the FAA, a FAA bill of sale) in respect of each relevant Pool Aircraft.



     (m) The Administrative Agent shall have received three initial Appraisals (to the extent such
Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date) of
each relevant Pool Aircraft in form and substance reasonably satisfactory to it.



     (n) The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority
perfected security interest in the Collateral (to the extent of the Express Perfection
Requirements, subject to any change in law).



     (o) The Administrative Agent shall have received insurance certificates and broker’s letters
or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant
Transaction Party maintains, or has caused to be maintained, insurance as required by the Security
Agreement with respect to the Pool Aircraft identified in the relevant Release Request.



     Promptly after the Release 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 4.02, 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 Release Date specifying its objection thereto.



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     Section 4.03. Quiet Enjoyment Letters. If requested by the Borrower, the Collateral Agent
shall provide a quiet enjoyment letter (in the form provided to the Collateral Agent by the
Borrower) relating to the Lease of the Aircraft that is a Pool Aircraft or in connection with a
Release Date, will be a Pool Aircraft as of such Release 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 Obligor 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 Obligor shall do or cause to be done all things necessary to preserve and keep
in full force and effect the corporate or trust existence and the rights (charter and statutory)
and franchises of each Transaction Party; provided, however, that no Obligor 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 Transaction 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) The relevant Borrower Party shall deliver to the Collateral Agent such additional
supplements to the Security Agreement, 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 and (B) take all actions necessary
to perfect security interests in favor of the Collateral Agent in accordance with the laws
of the United States, Ireland and any Other Relevant Jurisdiction (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 Irish Companies Registration
Office), in any or all present and future property of each 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 under
the laws of the United States, Ireland and any Other Relevant Jurisdiction (or any
instrumentality thereof).



55









 





     (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 Security Agreement, 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) Each Borrower Party 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; Ownership of Borrower and
Each Subsidiary Holdco.



     (a) No Transaction Party shall:




     (i) other than in connection with a sale, transfer or other disposition permitted under
Section 5.04, permit any Person other than (x) a Borrower Party or a Lessor Subsidiary
(except to the extent of the Local Requirements Exception) to own beneficially any Pool
Aircraft and (y) a Lessor Subsidiary (except to the extent of the Local Requirements
Exception) to hold title to any Pool Aircraft;




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




     (iii) 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;



     (b) At all times, (i) Parent Holdco shall directly hold 100% of the Equity Interests in the
Borrower and (ii) Borrower shall directly hold 100% of the Equity Interests in each Subsidiary
Holdco.



     Section 5.04. Limitation on Disposition of Aircraft; Limitation on Disposition of Certain
Equity Collateral. Except as expressly provided in Section 2.10 or Section 5.17, no Transaction
Party shall sell, transfer or otherwise dispose of any Pool Aircraft or Lessor Subsidiary unless
the requirements in Section 5.16(a) shall be satisfied after giving pro forma effect to such sale,
transfer or other disposition. Parent Holdco shall not sell, transfer or otherwise dispose of any
of its Equity Interest in Borrower. Except after a release of CA Subsidiary Holdco or Irish



56









 







Subsidiary Holdco, as the case may be, as expressly provided in Section 2.10(f), Borrower shall not
sell, transfer or otherwise dispose of any of its Equity Interest in CA Subsidiary Holdco or Irish
Subsidiary Holdco, respectively.



     Section 5.05. Payment of Taxes or Other Claims. Each Transaction Party 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 such Transaction Party 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 such Transaction Party or any of its Subsidiaries;
provided, however, that such Transaction Party 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 Transaction 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 PS Pool Aircraft, (ii) carrying goods or passengers on any PS 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 PS Pool Aircraft.



     Section 5.07. Compliance with Laws, Etc. Each Transaction 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
applicable Transaction Party is complying with the requirements of the proviso to the last
paragraph of Section 2.16(a) of the Security Agreement) or would not materially adversely affect
the Collateral, the collectability of monies owed under the Leases or the ability of such Obligor
to perform its obligations under the Loan Documents.



     Without limiting the foregoing, each Transaction 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 Obligor 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. ILFC shall notify the Lender Parties promptly
after a responsible officer of ILFC obtains knowledge thereof, in writing and in reasonable detail,
(i) of any Adverse Claim known to it made or asserted against any of the Pool Aircraft Assets
(other than Permitted Liens) or any of the Collateral, (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



57









 







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 Obligor becomes aware of any settlement
offer received by such Obligor 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) ILFC 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 ILFC 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 ILFC 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 ILFC identifying such balance sheets or statements as
being the balance sheets or statements of ILFC described in this paragraph (ii) and stating
that the information set forth therein fairly presents the financial condition of ILFC 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 ILFC (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 ILFC’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 ILFC setting forth complete details of such Default or
Event of Default, and the action, if any, which the Obligors have taken or propose to take
with respect thereto;



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     (v) promptly, from time to time, subject to applicable confidentiality restrictions
such other information, documents, Records or reports respecting the Pool Aircraft, the
Leases, the Pool Aircraft Assets or the condition or operations, financial or otherwise, of
the Obligors 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 Obligor’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 any of Transaction Parties have
transferred or will transfer to a Lessor Subsidiary to effectuate such LTV Cure) and
(iii) a complete list of all PS Pool Aircraft (which such list will reference whether an
Aircraft is a Pool Aircraft or an Undelivered Pool Aircraft separately) 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 Pool
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 Transaction 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



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Government Authority or any
rating agency) agrees in writing to the confidentiality provisions set forth in Section 9.14.



     (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 ILFC posts
such documents, or provides a link thereto on ILFC’s website on the Internet at a website address
provided to the Administrative Agent; or (ii) on which such documents are posted on ILFC’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) ILFC shall deliver paper copies of such documents to the
Administrative Agent or any Lender that requests ILFC to deliver such paper copies and (ii) ILFC
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 ILFC 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 ILFC 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.



     ILFC 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 ILFC hereunder (collectively,
“ILFC Materials”) by posting the ILFC 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 ILFC 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. ILFC hereby agrees that it
will use commercially reasonable efforts to identify that portion of the ILFC Materials that may be
distributed to the Public Lenders and that (w) all such ILFC 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 ILFC Materials “PUBLIC”, ILFC shall be deemed
to have authorized the Administrative Agent, any Arranger Entity and the Lenders to treat such ILFC
Materials as not containing any material non-public information (although it may be sensitive and
proprietary) with respect to ILFC or its securities for purposes of United States federal and state
securities laws (provided, however, that to the extent such ILFC Materials
constitute Information, they shall be treated as set forth in Section 11.07); (y) all ILFC
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 ILFC 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 Transaction Party shall enter
into, renew or extend any transaction after the date hereof (including the purchase, sale,



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lease or
exchange of property or assets, or the rendering of any service) with any Affiliate of such
Transaction Party (other than any Transaction Party or any of their Subsidiaries), except upon
terms no less favorable to such Transaction 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 Obligor’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 Transaction Party and (ii) visit the
offices and
properties of any Transaction Party, for the purpose of examining such materials described in
clause (i) above, and discussing matters relating to the Pool Aircraft Collateral or any Obligor’s
performance under the Loan Documents or under the Leases with any appropriate officers or employees
of any Transaction 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 Transaction 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 Security Agreement.



     Section 5.14. UNSC, EU and United States Sanctions and Export Restrictions. No Transaction
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 Transaction 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
Transaction Party shall, and shall cause any of its Subsidiaries to,



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deliver to the Lenders any
certification or other evidence reasonably requested from time to time by the Lenders, confirming
its compliance with this Section.



     Section 5.15. Sanctions. (a) No Transaction 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 (x) 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 (y) 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.



     (a) No Transaction 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
Obligor 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 Release Date, each
Payment Date beginning on the second Payment Date, upon the sale or removal of any Pool Aircraft or
Lessor Subsidiary in accordance with Section 2.10, upon the substitution of a Non-Pool Aircraft for
a Pool Aircraft or a Person for a Lessor Subsidiary or prepayment under Section 2.06, upon an Event
of Loss and upon a Specified Representation Deficiency in accordance with Section 2.10(e) (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 or Lessor Subsidiary, greater than that permitted pursuant to
Section 5.16(a) above, the Obligors 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 Pool Aircraft in 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.



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     (d) The Obligors 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 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) ILFC 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 ILFC shall not
permit any Person to consolidate with or merge into it or convey, transfer or lease its
properties and assets substantially as an entirety to it, unless:




     (i) in case ILFC 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 ILFC is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of ILFC
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 ILFC 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 ILFC 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, ILFC 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 ILFC, prior to) all indebtedness
secured thereby; and




     (iv) ILFC 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.



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     (b) Upon any consolidation by ILFC with or merger by ILFC into any other Person or any
conveyance, transfer or lease of the properties and assets of ILFC substantially as an entirety in
accordance with clause (a), the successor Person formed by such consolidation or into which ILFC 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, ILFC under the Loan Documents with the same effect
as if such successor Person had been named as ILFC 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.



     (c) None of Parent Holdco, the Borrower, CA Subsidiary Holdco, Irish Subsidiary Holdco, any
Lessor Subsidiary nor any Intermediate Lessee shall merge or consolidate into
another Person unless (i) the capital structure immediately prior to such merger or
consolidation would remain unchanged after giving effect to such merger or consolidation such that
ILFC would directly own 100% of the Equity Interest in Parent Holdco, Parent Holdco would directly
own 100% of the Equity Interest in the Borrower, the Borrower would directly own 100% of the Equity
Interest in each applicable Subsidiary Holdco and each Subsidiary Holdco would directly own 100% of
the Equity Interest in each of its applicable Lessor Subsidiaries, (ii) the successor Person formed
by such consolidation or into which the relevant Transaction Party is merged would be the successor
Transaction Party such that, for example, if the Borrower merges into a Delaware partnership, the
surviving Delaware partnership would become the Borrower, (iii) such successor Person would be
bound to perform all of the obligations and duties of its predecessor entity, (iv) no Default or
Event of Default shall occur prior to or after giving effect to such merger or consolidation, (v)
the Collateral Agent will continue to have a first priority perfected security interest in all of
the Collateral (including 100% of the Equity Interest in such successor Person) and will receive a
legal opinion from reputable international counsel to such effect and (vi) the Administrative Agent
shall have received a certificate, dated as of the date of such merger or consolidation and signed
by the President, a Vice President or a Financial Officer of ILFC confirming that each of preceding
conditions (i) through (v) have been satisfied.



     Section 5.18. Limitation on Indebtedness. No Transaction Party (other than ILFC) may incur,
create, issue, assume, guarantee or otherwise become liable for or with respect to, or become
responsible for, the payment of, contingently or otherwise, whether present or future, any
Indebtedness other than (i) in the case of the Obligors, Indebtedness under the Loan Documents,
(ii) in the case of Parent Holdco, Junior Lien Debt, (iii) Indebtedness in respect of guarantees by
any Borrower Party of any obligation of any Transaction Party (other than of ILFC or Parent
Holdco); (iv) Leases and obligations to Lessees, trustees and others under the Leases, trust
agreements and other documents related thereto, including any Indebtedness owed to any Lessee under
any such agreement or the Lease with respect to maintenance contributions, redelivery condition
adjustment payments or any other obligation of any Subsidiary Holdco or any Lessor Subsidiary to a
Lessee; (v) Indebtedness of any Transaction Party owed to ILFC and Pledged Debt; provided
that, no such Indebtedness shall be permitted unless (x) such Indebtedness has been subordinated to
the Obligations and the Junior Lien Obligations pursuant to the terms of the Intercreditor
Agreement, (y) in the case of any Pledged Debt Collateral, such Pledged Debt Collateral has been
pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security
Agreement and the Collateral Agent has a first priority perfected security interest in such Pledged
Debt Collateral and (z) in the case of any Pledged Debt Collateral, such Pledged Debt Collateral is
evidenced by an Instrument which has been delivered



64









 







and indorsed to the Collateral Agent; (vii)
Indebtedness required in connection with repossession of an Aircraft or any Engine (as defined in
the Security Agreement); and (viii) Indebtedness in favor of the issuer of a surety, letter of
credit or similar instrument to be obtained by any Subsidiary Holdco or any Lessor Subsidiary in
connection with the repossession or detention of an Aircraft or other enforcement action under a
Lease.



Section 5.19. Limitation on Business Activity. Each Transaction Party (other than ILFC) shall maintain its existence as a separate
corporation, trust or other Person for the sole purpose of (i) in the case of each Lessor
Subsidiary and each Intermediate Lessee, owning, leasing and disposing of the Pool Aircraft and
activities incidental thereto and (ii) in the case of each Borrower Party, holding and disposing of
the assets contemplated to be held hereunder and entering into the Loan Documents and the
transactions contemplated thereby and activities incidental thereto. Each Transaction Party (other
than ILFC) shall maintain certain policies and procedures relating to its separateness, including,
(x) maintaining its own books and records (other than any Transaction Party which is a trust) and
maintaining its assets and liabilities in such a manner that it is not difficult to segregate,
identify or ascertain such assets and liabilities from those of ILFC, other Transaction Parties and
any other Person, and (y) holding itself out to creditors and the public as a legal entity (other
than any trust) separate and distinct from ILFC, other Transaction Parties and any other Person
(except for consolidated tax returns, financial statements and similar reports).




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
Transaction 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 Obligor shall have
received written notice thereof from any Lender Party;



     (d) any Obligor 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;



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     (e) any Obligor 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 ILFC failed to give 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 ILFC 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 ILFC (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 other Obligor 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 such Obligor 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 Transaction 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 Transaction 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 Transaction 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 Transaction 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 Transaction Party shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;



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     (j) one or more judgments for the payment of money in an aggregate amount exceeding
$50,000,000 shall be rendered against any Transaction Party taken as a whole and shall 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 Transaction Party to enforce any such judgment; or



     (k) any Lien purported to be created under any Security Document shall be asserted by any
Transaction 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 any Transaction Party 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 ILFC, (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 Obligors 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 Obligors 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 Obligors.




ARTICLE 7

Guaranty




     Section 7.01. Guaranty. Each Guarantor 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. 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 Obligor to any Secured Party under or in respect of the Loan Documents but for the fact
that they are unenforceable or not allowable due



67









 







to the existence of a bankruptcy, reorganization,
examination or similar proceeding involving such Obligor.



     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 Obligor 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 Obligor or whether any other
Obligor 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 Obligor 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 Obligor 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 Obligor under the Loan Documents or any other assets of any Obligor or
any of its Subsidiaries;



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



     (f) any failure of any Secured Party to disclose to any Obligor any information relating to
the business, condition (financial or otherwise), operations, performance, properties or



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prospects
of any other Obligor 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
Obligor or any 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 Obligor 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;




          (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




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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 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




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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 Obligor 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 Obligors, 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, any other Guarantor Party or any Obligor 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, any
other Guarantor Party or any Obligor 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.



     (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



71









 







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 Obligor 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 Obligor 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 Obligor 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 Obligors 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.



     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



72









 







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 vii) 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 to it by another Transaction Party shall be subordinated to the
Obligations of such Guarantor Party and that any indebtedness owed to it by another Transaction
Party shall be subordinated to the Obligations of such other Obligor, it being understood that such
Guarantor Party or such other Transaction 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 Obligor 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 Obligor, then the Secured Parties shall have no further claim
against such Obligor with respect to its Guaranteed Obligations for amounts that exceed its direct
or indirect assets at such time.



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. Except as 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 Transaction 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



73









 







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 Transaction 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 ILFC 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.



     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;



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     (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
ILFC 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 ILFC, 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 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.



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     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, 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.



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     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 Obligor,
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
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.



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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 any Obligor, 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.



     (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 ILFC MATERIALS OR THE
ADEQUACY OF THE



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



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     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 Obligor 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.



     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 conditions precedent to each Release Date, the administration of



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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 Obligor 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 Obligor or
any of its Subsidiaries, or any Environmental Liability related in any way to any
Obligor 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 Obligor, the relevant Obligor
will be entitled to assume the defense of any such action or proceeding with counsel reasonably
satisfactory to the Indemnitee. Upon assumption by such Obligor 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 Obligor 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 Obligor has agreed to pay such fees and expenses, (ii) such Obligor 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
Obligor and the Indemnitee, including situations in which there are one or more legal defenses
available to the Indemnitee that are different from or additional to those available to any
Obligor, 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



81









 







actual or potential
conflict of interest arises (with respect to which lawsuits or proceedings such Obligor 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 Obligor
will not be responsible for legal expenses of the Indemnitee’s counsel). No Obligor will consent
to the terms of any compromise or settlement of any action defended by any Obligor 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 Obligor 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
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).



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     (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 (1) 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 (2) 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




(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



83









 







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 (x) the
Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment and (y) for the avoidance of doubt, neither
the Borrower nor any Obligor will be obligated to pay all or any portion of such processing
and recordation fee. 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, would
constitute any of the foregoing Persons described in this clause (B) or (C) to a natural
person.



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(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 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



85









 







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



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     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
Obligors 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 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



87









 







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 Obligor 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.



88









 





     (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 Obligors 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.




89











 





     For purposes of this Section, “Information” means all non-public information received
from ILFC or any Subsidiary relating to ILFC 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 ILFC or any Subsidiary, provided that, in the
case of information received from ILFC 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 ILFC 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 ILFC 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 Obligor against any and all of the obligations
of such Obligor 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 Obligor 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 after any such



90









 




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 Obligor 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 Obligor and their respective Affiliates, on the one
hand, and such Agent or Arranger Entity, on the other hand, and each Obligor 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
Obligor or any Obligor’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 Obligor, 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 Obligor, or any of their respective equity holders or Affiliates on other matters) and
no Arranger Entity nor any Agent has any obligation to any Obligor 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 Obligors and the Obligors’
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 Obligor 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 Obligors have consulted their own
legal, accounting, regulatory and tax advisors to the extent the Obligor 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 other implied duty between any Arranger
Entity or any Agent, on the one hand, and any Obligor, or its respective equity holders



91









 




or Affiliates, on the other hand. Each Obligor 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 Obligor 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 Obligor 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 Obligors 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 Obligor 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 Obligor, 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 an Obligor or (iii) have
other relationships with an Obligor. 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 Obligors 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 Obligor 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 Obligor hereby waives any
conflict of interest claims relating to the relationship between any Arranger Entity or Agent, and
any Obligor 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.



     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



92









 




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
ILFC and the Borrower that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record
information that identifies ILFC and the Borrower, which information includes the name and address
of ILFC and the Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify ILFC and the Borrower in accordance with the Act. Each of ILFC
and 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.]






93









 








     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.



	 	 	 	 	 
	 	DELOS AIRCRAFT INC.

 	 
	 	By:  	/s/ Pamela S. Hendry
 	 
	 	 	Name:  	Pamela S. Hendry 	 
	 	 	Title:  	Director 	 
	 
	 	INTERNATIONAL LEASE FINANCE 

CORPORATION

 	 
	 	By:  	/s/ Pamela S. Hendry
 	 
	 	 	Name:  	Pamela S. Hendry 	 
	 	 	Title:  	Senior Vice President & Treasurer 	 
	 
	 	HYPERION AIRCRAFT INC.

 	 
	 	By:  	/s/ Pamela S. Hendry
 	 
	 	 	Name:  	Pamela S. Hendry 	 
	 	 	Title:  	Director 	 
	 
	 	APOLLO AIRCRAFT INC.

 	 
	 	By:  	/s/ Pamela S. Hendry
 	 
	 	 	Name:  	Pamela S. Hendry 	 
	 	 	Title:  	Director 	 



94









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Lender

 	 
	 	By:  	/s/ Garrett P. Carpenter
 	 
	 	 	Name:  	Garrett P. Carpenter 	 
	 	 	Title:  	Director 	 



95









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



96









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 ILFC.



2. Amended and Restated By-Laws of ILFC.



3. Indenture dated as of November 1, 1991, between ILFC 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 ILFC and
U.S. Bank Trust National Association.



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



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



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



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



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



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



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



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



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



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



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







1.01(a)-1









 







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



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



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



19. Supplemental Agency Agreement, dated Septemeber 4, 2009, among ILFC, Citibank, N.A. and Dexia
Banque Internationale à Luxembourg, société anonyme.



20. Indenture, dated as of August 1, 2006, between ILFC and Deutsche Bank Trust Company Americas,
as Trustee.



21. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as
borrower, ILFC, 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, ILFC, 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, ILFC, 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, ILFC, 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, ILFC, 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 ILFC,
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 ILFC, CitiCorp USA, Inc., as Administrative Agent, and the other financial
institutions listed therein.



28. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among ILFC,
CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.







1.01(a)-2









 







29. $2,000,000,000 Credit Agreement, dated as of October 13, 2009, among ILFC, certain subsidiaries
of ILFC 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 ILFC,
certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC named therein for the benefit of the Federal Reserve Bank of New York.



33. Amendment Agreement, dated as of November 23, 2009, among ILFC, certain subsidiaries of ILFC
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 ILFC, certain subsidiaries
of ILFC 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 ILFC, certain
subsidiaries of ILFC 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 ILFC, certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC 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
ILFC, certain subsidiaries of ILFC named therein, AIG Funding, Inc., as lender, the Federal Reserve
Bank of New York and Wells Fargo Bank Northwest, National Association, as security trustee.











1.01(a)-3









 








SCHEDULE 3.06




PERMITTED LIENS



NONE





3.06-1









 








SCHEDULE 3.14




TRANSACTION PARTY INFORMATION




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Employer or
	 	 	 	 	 	 	 	 	Taxpayer
	Name of Transaction	 	 	 	Jurisdiction 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
	 
	DELOS AIRCRAFT INC.

	 	10250 Constellation
Blvd.,
Suite 3400


Los Angeles, CA 90067
	 	California
	 	Corporation
	 	27-2098722
	 
	HYPERION AIRCRAFT
INC.

	 	10250 Constellation
Blvd.,
Suite 3400


Los Angeles, CA 90067
	 	California
	 	Corporation
	 	27-2098662
	 
	APOLLO AIRCRAFT INC.

	 	10250 Constellation
Blvd.,
Suite 3400
Los Angeles, CA 90067
	 	California
	 	Corporation
	 	27-2098782
	ARTEMIS (DELOS) 

LIMITED	 	
[As set forth in Grantor Supplement of Artemis (Delos) Limited






3.14-1









 






SCHEDULE 3.17(a)




PS POOL AIRCRAFT




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Airfra	 	Engine Manufacturer	 	 	 	 
	 	 	Manufacturer and	 	me	 	and	 	 	 	Country of
	 	 	Model	 	MSN	 	Engine Model	 	Engine MSNs	 	Registration
	1	 	Airbus A319-100

	 	 	2404	 	 	IAE V2524-A5
	 	V11863, V11864
	 	Turkey
	2	 	Airbus A319-100

	 	 	2452	 	 	IAE V2524-A5
	 	V11911, V11915
	 	Turkey
	3	 	Airbus A319-100

	 	 	2738	 	 	IAE V2524-A5
	 	V12248, V12255
	 	Turkey
	4	 	Airbus A319-100

	 	 	3424	 	 	IAE V2524-A5
	 	V12862, V12865
	 	Thailand
	5	 	Airbus A319-100

	 	 	3454	 	 	IAE V2524-A5
	 	V12890, V12882
	 	Thailand
	6	 	Airbus A320-200

	 	 	427	 	 	CFM56-5A3
	 	731878, 731912
	 	Ireland
	7	 	Airbus A320-200

	 	 	542	 	 	IAE V2527-A5
	 	V10209, V10211
	 	Ireland
	8	 	Airbus A320-200

	 	 	2453	 	 	IAE V2527-A5
	 	V11944, V11954
	 	Singapore
	9	 	Airbus A321-100

	 	 	550	 	 	IAE V2530-A5
	 	V10117, V10214
	 	China
	10	 	Airbus A321-100

	 	 	591	 	 	IAE V2530-A5
	 	V10158, V10159
	 	China
	11	 	Airbus A321-200

	 	 	993	 	 	IAE V2533-A5
	 	V10525, V10524
	 	Hong Kong
	12	 	Airbus A321-200

	 	 	2707	 	 	CFM56-5B3/P
	 	577531, 577533
	 	France
	13	 	Airbus A330-200

	 	 	448	 	 	General Electric CF6-80E1-A3
	 	811158, 811159
	 	France
	14	 	Airbus A330-200

	 	 	480	 	 	Rolls-Royce TRENT 772B-60
	 	41228, 41229
	 	Canada
	15	 	Airbus A330-200

	 	 	532	 	 	Rolls-Royce TRENT772B-60
	 	41261, 41262
	 	Kingdom of Bahrain
	16	 	Boeing 737-300

	 	 	26293	 	 	CFM56-3C1
	 	724885, 724886
	 	Indonesia
	17	 	Boeing 737-300

	 	 	26314	 	 	CFM56-3C1
	 	858245, 858302
	 	United Arab Emirates
	18	 	Boeing 737-300

	 	 	26315	 	 	CFM56-3C1
	 	858166, 859158
	 	China
	19	 	Boeing 737-300

	 	 	26317	 	 	CFM56-3C1
	 	858196, 858197
	 	China
	20	 	Boeing 737-300

	 	 	26325	 	 	CFM56-3C1
	 	858303, 858304
	 	China
	21	 	Boeing 737-400

	 	 	25111	 	 	CFM56-3C1
	 	857851, 857853
	 	United States






3.17(a)-1









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Airfra	 	Engine Manufacturer	 	 	 	 
	 	 	Manufacturer and	 	me	 	and	 	 	 	Country of
	 	 	Model	 	MSN	 	Engine Model	 	Engine MSNs	 	Registration
	22	 	Boeing 737-400

	 	 	26335	 	 	CFM56-3C1
	 	858354, 858356
	 	China
	23	 	Boeing 737-400

	 	 	27628	 	 	CFM56-3C1
	 	858493, 858494
	 	Turkey
	24	 	Boeing 737-400

	 	 	27632	 	 	CFM56-3C1
	 	858491, 858492
	 	Ireland
	25	 	Boeing 737-400

	 	 	28053	 	 	CFM56-3C1
	 	858690, 858691
	 	United States
	26	 	Boeing 737-500

	 	 	28052	 	 	CFM56-3C1
	 	858790, 858791
	 	Ireland
	27	 	Boeing 737-700

	 	 	30036	 	 	CFM56-7B22
	 	890473, 890474
	 	China
	28	 	Boeing 737-800

	 	 	30664	 	 	CFM56-7B27
	 	888150, 889137
	 	Denmark
	29	 	Boeing 757-200ER

	 	 	30045	 	 	Pratt & Whitney PW2040
	 	P728788, P728789
	 	Cape Verde
	30	 	Boeing 757-200ER

	 	 	27620	 	 	Pratt & Whitney PW2037
	 	P727206, P727207
	 	United States
	31	 	Boeing 757-200ER

	 	 	26250	 	 	Rolls-Royce RB211-535E4
	 	31673, 31674
	 	Ireland
	32	 	Boeing 767-300ER

	 	 	27616	 	 	General Electric CF6-80C2-B6F
	 	704741, 704742
	 	Ireland
	33	 	Boeing 767-300ER

	 	 	27610	 	 	General Electric CF6-80C2-B6F
	 	704517, 704980
	 	Ireland
	34	 	Boeing 767-300ER

	 	 	28111	 	 	Pratt & Whitney PW4062
	 	P724106, P724403
	 	Ireland
	35	 	Boeing 767-300ER

	 	 	28207	 	 	Pratt & Whitney PW4060
	 	P727767, P727768
	 	China
	36	 	Boeing 767-300ER

	 	 	29435	 	 	Pratt & Whitney PW4062
	 	P727827, P727828
	 	Ireland
	37	 	Boeing 777-200ER

	 	 	32717	 	 	General Electric GE90-94B
	 	900470, 900471
	 	Vietnam







3.17(a)-2











 





SCHEDULE 3.17(b)




LEASES




*




     B737-300 aircraft bearing serial number 26315




Amended and Restated Aircraft Lease Agreement, dated as of February 9, 2004, between
International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and Air
*, as Consenting Party.




Novation and Amendment Deed, dated as of October 21, 2004, between ILFC, as Lessor,
*, as Prior Lessee, *, as New Lessee and *.



     B737-300 aircraft bearing serial number 26317




Amended and Restated Aircraft Lease Agreement, dated as of February 9, 2004, between
International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as
Consenting Party.




Novation and Amendment Deed, dated as of October 21, 2004, between ILFC, as Lessor,
*, as Prior Lessee, *, as New Lessee and *.



*




     A321-200 Aircraft bearing serial number 2707




Aircraft Lease Agreement, dated as of March 23, 2005 between *, as Lessee, and
International Lease Finance Corporation, as Lessor.



*




     B737-400 aircraft bearing serial number 27632




Aircraft Lease Agreement, dated as of December 19, 2005, between ILFC Ireland
Limited (“ILFC Ireland”), as Lessor, and *, as Lessee




Aircraft Headlease Agreement, dated as of December 19, 2005, between ILFC Ireland
and International Lease Finance Corporation.



*




     A330-200 aircraft bearing serial number 480




 





*     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.

 



3.17(b)-1









 






Aircraft Lease Agreement, dated as of July 12, 2001, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B737-400 aircraft bearing serial number 25111




Aircraft Lease Agreement, dated as of January 22, 1990, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B737-300 Aircraft bearing serial number 26314




Aircraft Lease Agreement, dated as of April 10, 2009 between *, as Lessee, and
International Lease Finance Corporation, as Lessor.



*




     A319-100 aircraft bearing serial number 3424




Aircraft Lease Agreement, dated as of July 27, 2007, between ILFC UK Limited (“ILFC
UK”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of July 27, 2007, between ILFC UK, as
Headlessee and International Lease Finance Corporation, as Headlessor.



     A319-100 aircraft bearing serial number 3454




Aircraft Lease Agreement, dated as of July 27, 2007, between ILFC UK Limited (“ILFC
UK”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of July 27, 2007, between ILFC UK, as
Headlessee and International Lease Finance Corporation, as Headlessor.



*




     B767-300ER aircraft bearing serial number 28111




Aircraft Lease Agreement, dated as of February 7, 2002, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Lease Agreement (Headlease), dated as of February 7, 2002, between
International Lease Finance Corporation, as Lessor, and ILFC Ireland, as Lessee.



     B767-300ER aircraft bearing serial number 29435




 




*     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.



317(b)-2









 






Aircraft Lease Agreement, dated as of February 7, 2002, between *, as Lessor, and *,
as Lessee.




Assignment, Assumption and Amendment Agreement, dated as of December 12, 2006, among
*, International Lease Finance Corporation (“ILFC”), ILFC Ireland Limited (“ILFC
Ireland”) and *.




Aircraft Headlease Agreement, dated as of December 12, 2006, between ILFC, as
Lessor, and ILFC Ireland, as Lessee.



*




     B737-700 Aircraft bearing serial number 30036




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



*




     B757-200ER aircraft bearing serial number 27620




Aircraft Lease Agreement, dated as of October 24, 2006, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     A330-200 aircraft bearing serial number 532




Aircraft Lease Agreement, dated as of July 30, 2008, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B737-300 aircraft bearing serial number 26325




Aircraft Lease Agreement, dated as of March 9, 1995, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



     B737-400 aircraft bearing serial number 26335




Aircraft Lease Agreement, dated as of March 9, 1995, between International Lease
Finance Corporation, 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.

 


(3.17(b)-3









 





*



     A321-200 aircraft bearing serial number 993



Aircraft Lease Agreement, dated as of January 21, 1998, between International Lease
Finance Corporation, as Lessor, and *, as Lessee



*




     A319-100 aircraft bearing serial number 2404




Aircraft Lease Agreement, dated as of January 21, 2006, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



     A319-100 aircraft bearing serial number 2452




Aircraft Lease Agreement, dated as of January 21, 2006, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     A320-200 aircraft bearing serial number 2453




Aircraft Lease Agreement, dated as of September 3, 2004, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B767-300ER aircraft bearing serial number 27610




Aircraft Lease Agreement, dated as of January 24, 2005, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of January 24, 2005, between International
Lease Finance Corporation, as Lessor, and ILFC Ireland, as Lessee.



*




     B737-400 aircraft bearing serial number 28053




Aircraft Lease Agreement, dated as of February 16, 2006, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B757-200ER aircraft bearing serial number 26250







 




*     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.




(3.17(b)-4









 






 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, as Headlessor, and ILFC Ireland, as Headlessee.



*




     B737-3Q8 aircraft bearing serial number 26293




Aircraft Lease Agreement, dated as of March 17, 2003, between Banque AIG (“Banque
AIG”), as Lessor, and *, as Lessee.




Aircraft Lease Agreement (Headlease), dated as of March 17, 2003, between
International Lease Finance Corporation (“ILFC”), as Lessor, and Banque AIG, as
Lessee.



*




     B737-800 aircraft bearing serial number 30664




Aircraft Lease Agreement, dated as of June 6, 2008, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B767-300ER aircraft bearing serial number 28207




Aircraft Lease Agreement, dated as of November 15, 2002, among ILFC Ireland Limited
(AILFC Ireland@), as Lessor, *, as Lessee, and *, as Consenting Party.




Aircraft Headlease Agreement, dated as of November 15, 2002, between ILFC Ireland,
as Lessee, and International Lease Finance Corporation, as Lessor.



*




     A321-100 aircraft bearing serial number 550




Aircraft Lease Agreement, dated as of August 21, 2003, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of August 21, 2003, between International
Lease Finance Corporation, as Lessor, and 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.




3.17(b)-5









 





     A321-100 aircraft bearing serial number 591




Aircraft Lease Agreement, dated as of June 10, 2004, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of June 10, 2004, between International Lease
Finance Corporation, as Lessor, and ILFC Ireland, as Lessee.



*




     A330-200 aircraft bearing serial number 448




Aircraft Lease Agreement, dated as of December 20, 2001, between International Lease
Finance Corporation (“ILFC”), as Lessor, and *, as Lessee



*




     A320-200 aircraft bearing serial number 427




Aircraft Lease Agreement, dated as of January 17, 2008, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of January 17, 2008, between International
Lease Finance Corporation, as Headlessor, and ILFC Ireland, as Headlessee.



     B767-300ER aircraft bearing serial number 27616




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, as Headlessor, and ILFC Ireland, as Headlessee.



*




     B737-400 aircraft bearing serial number 27628




Aircraft Lease Agreement, dated as of August 20, 2009, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B737-500 aircraft bearing serial number 28052




 




*     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.




3.17(b)-6









 






Aircraft Lease Agreement, dated as of July 25, 2006, between ILFC Ireland Limited
(“ILFC Ireland”), as Lessor, and *, as Lessee.




Aircraft Headlease Agreement, dated as of July 25, 2006, between International Lease
Finance Corporation, as Lessor, and ILFC Ireland, as Lessee.



*




     B757-2Q8ER Aircraft bearing serial number 30045




Aircraft Lease Agreement, dated as of April 5, 2004 between T*, as Lessee, and
International Lease Finance Corporation, as Lessor.



*




     A319-100 aircraft bearing serial number 2738




Aircraft Lease Agreement, dated as of April 25, 2006, between International Lease
Finance Corporation, as Lessor, and *, as Lessee.



*




     B777-200ER aircraft bearing serial number 32717




Aircraft Lease Agreement, dated as of September 15, 2004, between International
Lease Finance Corporation, as Lessor, and *, as Lessee.



*




     A320-200 aircraft bearing serial number 542




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




Aircraft Headlease Agreement, dated as of March 23, 2005, between International
Lease Finance Corporation, as Lessor, and 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.





3.17(b)-7












 





SCHEDULE 9.01




NOTICES




If to any Obligor, 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




9.01-1 









 





EXHIBIT A




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	 	Applicable Percentage	 
	 
	Bank of America, N.A.
	 	$	550,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 	 	 
	Total
	 	$	550,000,000	 	 	 	100.000000000	%






A-1









 





EXHIBIT B




EXECUTION VERSION




FORM OF SECURITY AGREEMENT




TERM LOAN 2 SECURITY AGREEMENT




Dated as of March 17, 2010




among




HYPERION AIRCRAFT INC.,




DELOS AIRCRAFT INC.,



ARTEMIS (DELOS) LIMITED,



APOLLO AIRCRAFT INC.,



and



THE ADDITIONAL GRANTORS REFERRED TO HEREIN

as the Grantors



and



BANK OF AMERICA, N.A.,

as the Collateral Agent



B-1









 





TABLE OF CONTENTS




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






i









 






	 	 	 	 	 
	 	 	PAGE	 
	Section 5.04 Reliance; Agents; Advice of Counsel
	 	 	22	 
	Section 5.05 No Individual Liability
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VI SUCCESSOR COLLATERAL AGENT
	 	 	24	 
	 
	 	 	 	 
	Section 6.01 Resignation and Removal of the Collateral Agent
	 	 	24	 
	Section 6.02 Appointment of Successor
	 	 	24	 
	 
	 	 	 	 
	ARTICLE VII INDEMNITY AND EXPENSES
	 	 	25	 
	 
	 	 	 	 
	Section 7.01 Indemnity
	 	 	25	 
	Section 7.02 Secured Parties’ Indemnity
	 	 	26	 
	Section 7.03 No Compensation from Secured Parties
	 	 	26	 
	Section 7.04 Collateral Agent Fees
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VIII MISCELLANEOUS
	 	 	27	 
	 
	 	 	 	 
	Section 8.01 Amendments; Waivers; Etc
	 	 	27	 
	Section 8.02 Addresses for Notices
	 	 	27	 
	Section 8.03 No Waiver; Remedies
	 	 	28	 
	Section 8.04 Severability
	 	 	28	 
	Section 8.05 Continuing Security Interest; Assignments
	 	 	28	 
	Section 8.06 Release and Termination
	 	 	29	 
	Section 8.07 Currency Conversion
	 	 	29	 
	Section 8.08 Governing Law
	 	 	30	 
	Section 8.09 Jurisdiction; Consent to Service of Process
	 	 	30	 
	Section 8.10 Counterparts
	 	 	30	 
	Section 8.11 Table of Contents, Headings, Etc
	 	 	31	 
	Section 8.12 Non-Invasive Provisions
	 	 	31	 
	Section 8.13 Limited Recourse
	 	 	31	 
	 
	 	 	 	 
	SCHEDULES
	 	 	 	 
	 
	 	 	 	 
	Schedule I Aircraft Objects
	 	 	 	 
	Schedule II Pledged Equity Interests; Pledged Debt
	 	 	 	 
	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 Charge Over Shares of Irish Subsidiary Holdco
	 	 	 	 
	Exhibit C Form of Account Control Agreement
	 	 	 	 







ii











 





SECURITY AGREEMENT




          This SECURITY AGREEMENT (this “Agreement”), dated as of March 17, 2010, is made among
HYPERION AIRCRAFT INC., a California corporation (“Parent Holdco”), DELOS AIRCRAFT INC., a
California corporation (the “Borrower”), ARTEMIS (DELOS) LIMITED, a private limited
liability company incorporated under the laws of Ireland (the “Irish Subsidiary Holdco”),
APOLLO AIRCRAFT INC., a California corporation (the “CA Subsidiary Holdco”) and the
ADDITIONAL GRANTORS who from time to time become grantors under this Agreement (together with
Parent Holdco, the Borrower, the Irish Subsidiary Holdco and the CA Subsidiary Holdco, the
“Grantors”), and BANK OF AMERICA, N.A., a national banking association (“Bank of
America”), as the collateral agent (in such capacity, and together with any permitted successor
or assign thereto or any permitted replacement thereof, the “Collateral Agent”).




PRELIMINARY STATEMENTS:




          (1) International Lease Finance Corporation (“ILFC”), the Borrower, Parent Holdco, the
Irish Subsidiary Holdco, the CA Subsidiary Holdco, the lenders identified therein (the
“Lenders”), Bank of America, N.A. as the administrative agent (in such capacity, the
“Administrative Agent”) and the Collateral Agent have entered into the Credit Agreement,
dated as of the date hereof (the “Credit Agreement”), pursuant to which the Lenders have
made the Loans to the Borrower.




          (2) ILFC is the direct or indirect owner of certain Aircraft and ILFC and certain of its
Affiliates are parties to lease and sub-lease contracts with respect to such Aircraft.




          (3) (a) Parent Holdco owns 100% of the outstanding capital stock of the Borrower, (b) the
Borrower owns 100% of the outstanding capital stock of the CA Subsidiary Holdco and 100% of the
Equity Interests of the Irish Subsidiary Holdco, (c) the Irish Subsidiary Holdco and the CA
Subsidiary Holdco will acquire, from time to time, 100% of the Equity Interests in Lessor
Subsidiaries that will, from time to time on or after the Effective Date, acquire Pool Aircraft
from ILFC or its Affiliates and (d) CA Subsidiary Holdco or Irish Subsidiary Holdco will own 100%
of the Equity Interests of any Intermediate Lessee that will, from time to time after the Effective
Date, act as leasing intermediary with respect to certain Pool Aircraft.




          (4) The Grantors in each case party thereto have agreed pursuant to the Credit Agreement, and
it is a condition precedent to the making and release of the Loans by the Lenders under the Credit
Agreement, that the Grantors grant the security interests required by this Agreement.




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




          (6) Bank of America is willing to act as the Collateral Agent under this Agreement.








 









 








          NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the
Collateral Agent 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:




          “1881 Act” has the meaning set forth in Section 2.20.




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




          “Account Control Agreement” means the collateral account control agreement in the form
attached hereto as Exhibit C in respect of the Collateral Account dated on or about the Effective
Date among the Securities Intermediary, the Borrower and the Collateral Agent.




          “Additional Grantor” has the meaning specified in Section 8.01(b).




          “Agreed Currency” has the meaning specified in Section 8.07.




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




          “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.




          “Airframe” means, individually, each of the airframes described on Schedule I hereto and in
any Collateral Supplement or Grantor Supplement.




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




          “Beneficial Interest Collateral” has the meaning specified in Section 2.01(c).




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




          “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”.







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          “Certificated Security” means a certificated security (as defined in Section 8-102(a)(4) of
the UCC) other than a Government Security.




          “Collateral” has the meaning specified in Section 2.01.




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




          “Collateral Supplement” means a supplement to this Agreement in substantially the form
attached as Exhibit A-1 executed and delivered by a Grantor.




          “Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.




          “Eligible Institution” means (a) Bank of America in its capacity as the Collateral Agent under
this Agreement; (b) any bank not organized under the laws of the United States of America so long
as 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; or (c) 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.




          “Equity Collateral” has the meaning specified in Section 2.07(a).




          “Event of Default” means any Event of Default (as defined in the Credit Agreement).




          “FAA” means the Federal Aviation Administration of the United States of America.




          “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.




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







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          “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 set forth in Section 2.01(d).




          “Lenders” has the meaning specified in the preliminary statements to this Agreement.




          “Membership Interest Collateral” has the meaning specified in Section 2.01(b).




          “Parent Holdco” has the meaning specified in the recital of parties in to 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.




          “Pledged Beneficial Interests” means all of the beneficial interest in the Pledged Equity
Parties described in the attached Schedule II or in any Collateral Supplement or Grantor
Supplement.




          “Pledged Borrower Debt” means any and all Indebtedness from time to time owing by the Borrower
to any Borrower Party.




          “Pledged CA Subsidiary Holdco Debt” means any and all Indebtedness from time to time owing by
the CA Subsidiary Holdco to any Borrower Party.




          “Pledged Debt” means the Pledged Parent Holdco Debt, the Pledged Borrower Debt, the Pledged
Irish Subsidiary Holdco Debt, the Pledged CA Subsidiary Holdco Debt, the Pledged Lessor Subsidiary
Debt and the Pledged Intermediate Lessee Debt.




          “Pledged Debt Collateral” has the meaning assigned to such term in Section 2.01(a)(iii).




          “Pledged Equity Interests” means the Pledged Beneficial Interests, the Pledged Membership
Interests and the Pledged Stock.







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          “Pledged Equity Party” means the Borrower, the Irish Subsidiary Holdco, the CA Subsidiary
Holdco, each Lessor Subsidiary and each Intermediate Lessee.




          “Pledged Intermediate Lessee Debt” means any and all Indebtedness from time to time owing by
any Intermediate Lessee to any Borrower Party.




          “Pledged Irish Subsidiary Holdco Debt” means any and all Indebtedness from time to time owing
by the Irish Subsidiary Holdco to any Borrower Party.




          “Pledged Lessor Subsidiary Debt” means any and all Indebtedness from time to time owing by any
Lessor Subsidiary to any Borrower Party.




          “Pledged Membership Interests” means all of the membership interests in the Pledged Equity
Parties described in the attached Schedule II or in any Collateral Supplement or Grantor
Supplement.




          “Pledged Parent Holdco Debt” means any and all Indebtedness from time to time owing by Parent
Holdco to any Borrower Party.




          “Pledged Stock” means the outstanding shares of capital stock and/or issued share capital of
the Pledged Equity Parties 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 8.07.




          “Relevant Collateral” has the meaning specified in Section 2.07(a).




          “Required Cape Town Registrations” has the meaning set forth in Section 2.08(d).




          “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.




          “Secured Obligations” has the meaning assigned to the term “Obligations” in the Credit
Agreement.




          “Secured Party” means any of or, in the plural form, all of the Collateral Agent, the Lenders,
the Administrative Agent and the Syndication Agent.







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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 Collateral Agent as “entitlement holder” (as defined in Section
8-102(a)(7) of the UCC) on the books and records of a Securities Intermediary whose “securities
intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) is the State of
New York.




          “Securities Intermediary” means any “securities intermediary” with respect to the Collateral
Agent 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(a).




          “Third Party Event” has the meaning specified in Section 2.16(a).




          “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.




          (b) Terms Defined in the Cape Town Convention. The following terms shall have the
respective meanings ascribed thereto in the Cape Town Convention: “Contracting State”, “Contract of
Sale”, “International Interest” and “situated in”.




          (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.





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          (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 Loans include the conditions applicable to the Loans
and any reference to any amount of money due or payable by reference to the Loans shall include any
sum covenanted to be paid by any Grantor under this Agreement in respect thereof.




          (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 Loan 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.




          To secure the Secured Obligations, each Grantor hereby assigns and pledges to the Collateral
Agent, for its benefit and the benefit of the other Secured Parties, and hereby grants to the
Collateral Agent for its benefit and the benefit of the other Secured Parties a
security interest in, all of such Grantor’s right, title and interest in and to the following,
whether now owned or hereafter acquired (collectively, the “Collateral”):




          (a) with respect to each Grantor, all of the following (the “Security Collateral”):





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          (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 Pledged Equity Party from
time to time acquired by such Grantor in any manner, including the capital stock of any
other Pledged Equity Party 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




          (iii) the Pledged Debt and all instruments evidencing the Pledged Debt, and all
interest, 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 Debt (the
“Pledged Debt Collateral”);



          (b) 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




          (ii) all of such Grantor’s right, title and interest in all additional membership
interests in any other Pledged Equity Party from time to time acquired by such Grantor in
any manner, including the membership interests in any other Pledged Equity Party 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;



          (c) 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



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          (ii) all of such Grantor’s right, title and interest in all additional beneficial
interests in any other Pledged Equity Party from time to time acquired by such Grantor in
any manner, including the beneficial interests in any other Pledged Equity Party that may be
formed from time to time, the trust agreements and any other contracts and instruments
pursuant to which any such Pledged Equity Party is created or issued, 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;



          (d) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such
Grantor (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 Pledged Equity
Party to any Transaction Party;




          (e) with respect to each Grantor, all right of such Grantor in and to the Collateral Account
and all funds, 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”);
and




          (f) 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) and (e) of this
Section 2.01);



provided, however, that notwithstanding any of the foregoing provisions, so long as
no Event of Default shall have occurred and be continuing, each Grantor shall have the right, to
the exclusion of the Collateral Agent, to (i) all distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Security Collateral (other than the Pledged Debt), (ii) all
interest, 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 Debt, and (iii) the
Investment Collateral (subject to the exclusion in Section 2.01(d), and once paid by a Grantor to a
non-Grantor shall be free and clear of the Lien hereof and shall not constitute Collateral). The
foregoing proviso shall in no event give rise to any right on behalf of any Transaction Party to
cause the release of Loan amounts from the Collateral Account other than pursuant to a Release
Request and subject to all related terms and conditions in the Loan Documents.




          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 Collateral Agent 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






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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, the Effective Date, each Release Date and as of each
date on which any Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as
follows:




          (a) Each Pool Aircraft is legally and beneficially owned by the Lessor Subsidiary identified
in the applicable Release Request or legally owned by the Lessor Subsidiary and beneficially owned
by a Subsidiary Holdco, except to the extent of the Local Requirements Exception. None of the Pool
Aircraft Assets has been pledged, assigned, sold or otherwise encumbered except for Permitted
Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against
any Transaction Party other than UCC financing statements which have been terminated and 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 Lessor Subsidiary), 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 Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has
been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms of the Loan
Documents and except for Permitted Liens, no Collateral is described in (i) any UCC financing
statements filed against any Pledged Equity 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 Pledged Equity Party), 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, this Agreement or any other security document in favor of the Collateral Agent for
the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable
Lessor Subsidiary 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 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 as a first
priority security interest of the Collateral Agent have been (or in the case of future Collateral
will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers
from such Grantors.




          (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 any
applicable law either (i) for the grant by such Grantor of the assignment and security interest




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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) the filing of financing and continuation statements under the UCC, (B) the
Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(e) and
(D) 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.




          (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 Membership
Interests constitute the percentage of the membership interest of the issuer thereof, as indicated
on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the
beneficial interest of the issuer thereof indicated on Schedule II hereto.




          (g) The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests
have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged
Debt has been duly authorized or issued and delivered, is the legal, valid and binding obligation
of each Borrower Party thereunder.




          (h) The Pledged Stock and the Pledged Membership Interests constitute “certificated
securities” within the meaning of Section 8-102(4) of the UCC. The terms of any Pledged Equity
Interest expressly provide that such Pledged Equity 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. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt,
the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral
have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged
Stock and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed,
by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in
the name of the Collateral Agent. 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 Collateral Agent. Any Pledged Beneficial Interests either (i) constitute
“certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered
to the Collateral Agent and are either (1) are in bearer form, (2) have been indorsed, by an
effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name
of the Collateral Agent or (ii) a fully executed “control
agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial
Interests.




          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






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exercise by the
Collateral Agent 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 (c) in each
case, unless the Collateral Agent or any other 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, if deliverable, shall be delivered to and held by or on behalf of the
Collateral Agent 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 Collateral Agent 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 Collateral Agent or any of its nominees any or all of the Pledged
Equity Interests, subject only to the revocable rights specified in Section 2.10(a). In addition,
the Collateral Agent 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 for certificates or instruments of smaller or larger denominations.




          Section 2.06 As to the Pool Aircraft Collateral. (a) The Grantors shall provide a
true and complete copy of all documents or instruments constituting Pool Aircraft Collateral to the
Collateral Agent on or prior to the Release Date in respect of such Pool Aircraft. Subsequent to a
Release Date in respect of a Pool Aircraft, upon (i) the inclusion of any additional such document
or instrument in the Pool Aircraft Collateral in respect of such Pool Aircraft or (ii) the
amendment or replacement thereof, the Grantors will deliver, or cause to be delivered, a copy
thereof to the Collateral Agent. Each such document or instrument will have been duly authorized,
executed and delivered by the relevant Transaction Party, will be in full force and effect and will
be binding upon and enforceable against all parties thereto in accordance with its terms subject to
customary exceptions.




          (b) The Grantors shall, at their expense:





          (i) use reasonable commercial efforts, in accordance with Leasing Company Practice to
(A) perform and observe, or cause to be performed and observed, all the terms and provisions
of the documents and instruments constituting Pool Aircraft Collateral to be performed or
observed by a Transaction Party, (B) enforce or cause to be enforced such documents and
instruments 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 the Collateral Agent; and




          (ii) furnish to the Collateral Agent promptly upon receipt copies of each amendment,
supplement or waiver to a Lease received by such Grantor under, pursuant to or relating to
the Pool Aircraft Collateral, and from time to time, subject to the provisions of the
applicable Pool Aircraft Collateral relating to the Lessee’s



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obligation to furnish such information and subject to any confidentiality provisions therein, (A) furnish to the
Collateral Agent such information and reports regarding the Pool Aircraft Collateral as the
Collateral Agent may reasonably request and (B) upon reasonable request of the Collateral
Agent make to each other party to any Pool Aircraft Collateral such demands and requests for
information and reports or for action as such Grantor is entitled to make thereunder.



          Section 2.07 As to the Equity Collateral and Investment Collateral. (a) All Security
Collateral, Membership Interest Collateral and Beneficial Interest Collateral (collectively, the
“Equity Collateral”) and all Investment Collateral (together with the Equity Collateral,
the “Relevant Collateral”) shall be delivered to the Collateral Agent 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 Collateral Agent, registered in
the name of the Collateral Agent or duly endorsed by an appropriate person to the Collateral
Agent or in blank and, in each case, held by the Collateral Agent, 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 Collateral Agent and confirming in writing to the Collateral Agent 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
Collateral Agent 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 Collateral Agent and
confirming in writing to the Collateral Agent 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 Federal Reserve Bank of New York 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 collateral account
maintained by such Securities Intermediary in the name of the Security Trustee and
confirming in writing to the Security Trustee that it has been so credited.



          (b) Each Grantor and the Collateral Agent hereby represents, with respect to the Relevant
Collateral, that it has not entered into, and hereby agrees that it will not enter into, any
agreement (i) with any of the other parties hereto or any Securities Intermediary specifying any
jurisdiction other than the State of New York as the “securities intermediary’s jurisdiction”
within the meaning of Section 8-110(e) of the UCC 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




13









 







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 Collateral Agent 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 Collateral Agent agree, and the
Collateral Agent 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 the Collateral Agent in the Equity 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 the Collateral Agent 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 the Collateral Agent 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 Collateral Agent 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 the
Collateral Agent 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 the Collateral Agent 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 the Collateral Agent to file one or more financing or
continuation statements, and amendments thereto, relating to all or any part of the 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 the Collateral Agent from time to
time statements and schedules further identifying and describing the Collateral and





14









 







such other
reports in connection with the Collateral as the Collateral Agent may reasonably request, all in
reasonable detail.




          (d) Each Grantor shall ensure that at all times an individual shall be appointed as
administrator with respect to each Lessor Subsidiary and each Intermediate Lessee for purposes of
the International Registry and shall cause each such Lessor Subsidiary and each such Intermediate
Lessee to register or cause to be registered with the International Registry (collectively, the
“Required Cape Town Registrations”) (i) the International Interest provided for in any Cape
Town Lease to which such Lessor Subsidiary or Intermediate Lessee is a lessor or lessee; and (ii)
the Contract of Sale with respect to any Pool Aircraft by which title to such Pool Aircraft is
conveyed by or to such Lessor Subsidiary, 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.




          (e) With respect to each Grantor holding an Equity Interest in a Pledged Equity Party
incorporated under the laws of Ireland, such Grantor shall cause each Security Document executed by
it and an Additional 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.




          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 the Collateral Agent, 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 the Collateral Agent 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 Equity Collateral pledged by such Grantor for
any purpose not inconsistent with the terms of this Agreement, the charter documents of such
Grantor, or the Loan 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 Loan Documents; and




          (ii) The Collateral Agent 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).



15









 





          (b) After an Event of Default shall have occurred and be continuing, any and all
distributions, dividends and interest paid in respect of the Equity 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, Membership Interest
Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions
paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or
Beneficial 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, Membership Interest Collateral or Beneficial Interest Collateral
shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be
received in trust for the benefit of the Collateral Agent, be segregated from the other property or
funds of such Grantor and be forthwith delivered to the Collateral Agent 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 Collateral Agent, 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, in the case of clause (i) or (ii) other than (x) the
pledge, assignment and security interest created by this Agreement, (y) as otherwise provided or
permitted herein or in any other Loan Document and (z) or any Junior Lien in respect of the Junior
Lien Collateral. In addition, the Grantors shall not, and shall cause
each Lessor Subsidiary and each Intermediate Lessee to not, create or suffer to exist any Lien
upon or with respect to any of the Pool Aircraft Collateral other than Permitted Liens.




          (b) Except as otherwise provided pursuant to the Loan Documents, the Grantors shall not
issue, deliver or sell any shares, interests, participations or other equivalents except those
pledged hereunder and except to the extent of the Local Requirements Exception. Any beneficial
interests, membership interests or capital stock or other securities or interests issued in respect
of or in substitution for the Pledged Stock, the Pledged Membership Interests or the Pledged
Beneficial Interest shall be issued or delivered (with any necessary endorsement) to the Collateral
Agent in accordance with Section 2.07.




          Section 2.12 Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby
irrevocably appoints, as security for the Secured Obligations, the Collateral Agent 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 the Collateral Agent’s discretion during
the occurrence and continuance of an Event of Default, to take any action and to execute any
instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of
this Agreement, including:





16









 








          (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;




          (c) to file any claims or take any action or institute any proceedings that the Collateral
Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the
rights of the Collateral Agent 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 Beneficial Interest Collateral provided pursuant to Section 2.01(c)) and preserve the pledge,
assignment and security interest granted hereby.




          Section 2.13 Collateral Agent May Perform. If any Grantor fails to perform any
agreement contained in this Agreement, the Collateral Agent 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 the Collateral Agent incurred in connection
with doing so shall be payable by the Grantors.




          Section 2.14 Covenant to Pay. Each Grantor covenants with the Collateral Agent (for
the benefit of 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 Loan 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 Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral, each
relevant Grantor shall concurrently execute and deliver to the Collateral Agent 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 Loan 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 Operational Covenants.




          (a) 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




17









 







Pool Aircraft issued by any
such government, except for minor violations, and except to the extent any Transaction Party (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 any Security Document; provided that the Transaction Parties 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 2.17 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 2.17 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.




          Notwithstanding the other provisions of this Section 2.16, no breach of Section 2.16 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
2.16(a)) (each, a “Third Party Event”); provided that (i) no Transaction Party
consents or has consented to such Third Party Event; and (ii) ILFC or the Lessor Subsidiary 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.




          (b) 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 Lessor
Subsidiary and reflecting the applicable Lessor Subsidiary (and, if applicable, the applicable
Intermediate Lessee) as lessor, in each case, if so permitted under the applicable registry;
provided that a Pool Aircraft may be unregistered for a temporary period in connection with
modification or maintenance of such Pool Aircraft.




          (c) Extension, Amendment or Replacement of Leases. Upon execution of any renewal, extension
or replacement Lease, the Grantors shall comply with the provisions of Section 2.08 of this
Agreement, as applicable, and shall deliver the following to the Collateral Agent:





          (i) certificates of insurance from qualified brokers of aircraft insurance (or other
evidence satisfactory to the Collateral Agent), evidencing all



18









 






insurance required to be maintained by the applicable Lessee, together with the endorsements required pursuant to
Section 2.17 and Schedule V of this Agreement;




          (ii) 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 3.17(b) to
the Credit Agreement incorporating all information required under such schedule with respect
to such renewal, extension or replacement Lease; and




          (iii) 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 2.17 Insurance. The Grantors shall cause to be maintained, 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.




          Section 2.18 Covenant Regarding Control. No Grantor shall cause nor permit any Person other than the Collateral Agent to have
“control” (as defined in Section 8-106 of the UCC) of the Collateral Account pursuant to the terms
of the Credit Agreement and the Account Control Agreement.




          Section 2.19 Covenant Regarding Collateral Account. Borrower shall enter into the
Account Control Agreement as of the date hereof.




          Section 2.20 As to Irish Law. Notwithstanding anything to the contrary contained in
this Agreement and in addition to and without prejudice to any other rights or power of the
Collateral Agent under this Agreement or under general law in any relevant jurisdiction, at any
time that the Collateral shall become enforceable, the Collateral Agent shall be entitled to
appoint a receiver under this Agreement or under the Conveyancing and Law of Property Act, 1881 (as
amended and as the same may be amended, modified or replaced from time to time, the “1881
Act”) and such receiver shall have all such powers, rights and authority conferred under the
1881 Act, this Agreement and otherwise under the laws of Ireland without any limitation or
restriction imposed by the 1881 Act or otherwise under the laws of Ireland which may be excluded or
removed. Sections 17 and 20 of the 1881 Act shall not apply to the Collateral or any receiver
appointed under this Agreement or under the 1881 Act and Section 24(b) of the 1881 Act shall not
apply to the Collateral or to any receiver appointed under this Agreement.




          Section 2.21 Irish Charges Over Shares. Each Grantor undertakes with the Collateral
Agent to enter into an Additional Charge Over Shares in respect of the Equity Interests held by it
of any Subsidiary of a Grantor which is incorporated under the laws of Ireland.






19









 








ARTICLE III

REMEDIES




          Section 3.01 Remedies. Notwithstanding anything herein or in any other Loan 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 Collateral Agent 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 Collateral Agent 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
Collateral Agent forthwith, assemble all or any part of the Collateral as directed by the
Collateral Agent and make it available to the Collateral Agent at a place to be designated by the
Collateral Agent 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 Collateral Agent’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the Collateral Agent 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
Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale
having been given. The Collateral Agent 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) All cash proceeds received by the Collateral Agent 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 Collateral Agent hereby agrees that all cash
proceeds received by the Collateral Agent in respect of any Collateral pursuant to Section 3.01
hereof and any payments by any Grantor to the Collateral Agent following an Event of Default shall
be paid by the Collateral Agent in the order of priority set forth below:




          (a) first, to the Collateral Agent for the benefit of the Secured Parties, until payment in
full in cash of the Secured Obligations then outstanding; and




          (b) second, all remaining amounts to the relevant Grantors or whomsoever may be lawfully
entitled to receive such amounts.




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




20









 







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 Loan Documents, all rights of the Collateral Agent
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 Loan
Document shall be absolute and unconditional, irrespective of:




          (a) any lack of validity or enforceability of any Loan 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 Loan 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 COLLATERAL AGENT




          The Collateral Agent and the Secured Parties agree among themselves as follows:




          Section 5.01 Authorization and Action. (a) Each Secured Party by its acceptance of
the benefits of this Agreement hereby appoints and authorizes Bank of America as the initial
Collateral Agent to take such action as trustee on behalf of the Secured Parties and to exercise
such powers and discretion under this Agreement and the other Loan Documents as are specifically
delegated to the Collateral Agent by the terms of this Agreement and of the Loan Documents, and no
implied duties and covenants shall be deemed to arise against the Collateral Agent.




          (b) The Collateral Agent 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. The Collateral Agent in its individual capacity shall not 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





21









 







representations or warranties set forth in this Agreement) and the Collateral Agent shall not be liable for any action or inaction of any
Grantor or any other parties to any of the Loan Documents.




          Section 5.02 Absence of Duties. The powers conferred on the Collateral Agent under
this Agreement with respect to the Collateral are solely to protect its 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, the Collateral Agent shall not 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.
The Collateral Agent shall not 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. The Collateral Agent shall not make nor
shall it be deemed to have made any representations or warranties as to the validity, legality or
enforceability of this Agreement, any other Loan 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 the Collateral Agent 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 the Collateral Agent in its
individual capacity, enforceable against the Collateral Agent 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.




          Section 5.04 Reliance; Agents; Advice of Counsel. (a) The Collateral Agent shall not
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
Collateral Agent may accept a copy of a resolution of the board or other governing body of any
party to this Agreement or any Loan 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 Collateral Agent 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 Collateral Agent for any action taken or omitted to be taken by them in good faith in
reliance thereon. The Collateral Agent shall assume, and shall be fully protected in assuming,
that each other party to this Agreement is authorized by its constitutional documents






22









 







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) The Collateral Agent 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 Collateral Agent of its responsibilities or liabilities hereunder.




          (c) The Collateral Agent 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 it under this Agreement in good faith and in accordance with such advice
or opinion of counsel.




          (d) The Collateral Agent shall be under no obligation to exercise any of the rights or powers
vested in it 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
Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities which may be incurred therein or thereby.




          (e) The Collateral Agent shall not 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 the Collateral Agent to perform, or be responsible or liable for the manner of performance
of, any obligations of any Grantor under any of the Loan Documents.




          (f) If the Collateral Agent 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) The Collateral Agent shall not be charged with knowledge of an Event of Default unless the
Collateral Agent obtains actual knowledge of such event or the Collateral Agent receives written
notice of such event from any of the Secured Parties.




          (h) The Collateral Agent shall not have any duty to monitor the performance of any Grantor or
any other party to the Loan Documents, nor shall the Collateral Agent have any liability in
connection with the malfeasance or nonfeasance by such parties. The Collateral Agent shall not
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.
The Collateral Agent shall not make or be deemed to have made any representations or warranties
with respect to the Collateral, any Pool Aircraft or any Lease or the




23









 







validity or sufficiency of
any assignment or other disposition of the Collateral, any Pool Aircraft or any Lease.




          Section 5.05 No Individual Liability. The Collateral Agent shall not 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 Loan Documents, only to
the property of the Grantors (to the extent provided in the Loan Documents) for payment or
satisfaction of the Secured Obligations pursuant to this Agreement and the other Loan Documents.




ARTICLE VI

SUCCESSOR COLLATERAL AGENT




          Section 6.01 Resignation and Removal of the Collateral Agent. The Collateral Agent
may resign at any time without cause by giving at least 30 days’ prior written notice to the
Borrower and the Lenders. The Required Lenders may at any time remove the Collateral Agent without
cause by an instrument in writing delivered to the Borrower, the Lenders and the Collateral Agent.
No resignation by or removal of the Collateral Agent pursuant to this Section 6.01 shall become
effective prior to the date of appointment by the Required Lenders of a successor Collateral Agent
and the acceptance of such appointment by such successor Collateral Agent.




          Section 6.02 Appointment of Successor. (a) In the case of the resignation or removal
of the Collateral Agent, the Required Lenders shall promptly appoint a successor Collateral Agent.
So long as no Event of Default shall have occurred and be continuing, any such successor Collateral
Agent shall as a condition to its appointment be reasonably acceptable to the Borrower. If a
successor Collateral Agent shall not have been appointed and accepted its appointment hereunder
within 60 days after the Collateral Agent gives notice of resignation, the retiring Collateral
Agent, the Administrative Agent or the Required Lenders may petition any court of competent
jurisdiction for the appointment of a successor Collateral Agent. Any successor Collateral Agent
so appointed by such court shall immediately and without further act be superseded by any successor
Collateral Agent 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 Collateral Agent shall execute and deliver to the relevant Secured Parties
an instrument accepting such appointment. Upon the acceptance of any appointment as Collateral
Agent hereunder, a successor Collateral Agent, 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 as the Administrative Agent may
request 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 Collateral Agent, and the retiring Collateral Agent shall be
discharged from its duties and obligations under this Agreement and the other Loan Documents. The
retiring Collateral Agent shall take all steps necessary to transfer all Collateral in its
possession and all its control over the Collateral to the successor Collateral Agent. All actions
under this paragraph (b) shall be at the expense of the Borrower; provided that if a
successor Collateral Agent has been appointed as a result of the circumstances





24









 







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 Collateral Agent.




          (c) The Collateral Agent shall be an Eligible Institution, if there be such an institution
willing, able and legally qualified to perform the duties of the Collateral Agent 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 Borrower.




          (d) Any corporation into which the Collateral Agent may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Collateral Agent shall be a party, or any corporation to which substantially all the
business of the Collateral Agent may be transferred, shall be the Collateral Agent under this
Agreement without further act.




ARTICLE VII

INDEMNITY AND EXPENSES




          Section 7.01 Indemnity. (a) Each of the Grantors shall indemnify, defend and hold
harmless the Collateral Agent (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. The Collateral Agent (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 the Collateral Agent
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 Collateral Agent
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 Collateral
Agent 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.





25












 





          (b) Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent
the amount of any and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i)
the administration of this Agreement (in accordance with fee arrangements agreed between the
Collateral Agent 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 the Collateral Agent 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 7.02 Secured Parties’ Indemnity. (a) The Collateral Agent shall be entitled
to be indemnified (subject to the limitations and requirements described in Section 8.01
mutatis mutandis) by the Lenders to the sole satisfaction of the Collateral Agent
before proceeding to exercise any right or power under this Agreement at the request or direction
of the Administrative Agent.




          (b) In order to recover under clause (a) above, the Collateral Agent: (i) must provide
reasonably prompt notice to the Administrative Agent 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
Administrative Agent which consent shall not be unreasonably withheld.




          (c) The Administrative Agent may, in its sole discretion, and at its expense, control the
defense of the claim including, without limitation, designating counsel for the Collateral Agent
and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of
any claim; provided that (i) the Administrative Agent 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 Administrative Agent shall engage and pay the expenses of
separate counsel for the indemnified person to the extent that the interests of the Collateral
Agent are in conflict with those of the Administrative Agent and (iii) the indemnified person shall
have the right to approve the counsel designated by the Administrative Agent which consent shall
not be unreasonably withheld.




          (d) The provisions of Section 7.01 and this Section 7.02 shall survive the termination of this
Agreement or the earlier resignation or removal of the Collateral Agent.




          Section 7.03 No Compensation from Secured Parties. The Collateral Agent agrees that
it shall have no right against the Secured Parties for any fee as compensation for its services in
such capacity.




          Section 7.04 Collateral Agent Fees. In consideration of the Collateral Agent’s
performance of the services provided for under this Agreement, the Grantors shall pay to the
Collateral Agent an annual fee set forth under a separate agreement between the Borrower and







26









 







the Collateral Agent and shall reimburse the Collateral Agent for expenses incurred including those
associated with the International Registry.




ARTICLE VIII

MISCELLANEOUS




          Section 8.01 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 the
Administrative Agent and each party hereto. No failure on the part of the Collateral Agent 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. The Collateral Agent 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 Collateral
Agent 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 Collateral Agent 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 8.02 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:







27









 








	 	 	 

	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
	 
	 	 
	For the Collateral Agent:
	 	 
	 
	 	 
	 

	 	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





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 8.02. 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 8.03 No Waiver; Remedies. No failure on the part of the Collateral Agent 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 8.04 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 8.05 Continuing Security Interest; Assignments. Subject to Section 8.06, 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 the Collateral Agent 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 Loan 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.







28









 








          Section 8.06 Release and Termination. (a) Upon any sale, transfer or other
disposition of any Pool Aircraft (or Lessor Subsidiary) in accordance with the terms of the Loan
Documents, the Pledged Equity Interest in the applicable Lessor Subsidiary of such Pool Aircraft,
or if applicable, Irish Subsidiary Holdco or CA Subsidiary Holdco and their related guarantees in
accordance with Section 2.10(f) of the Credit Agreement, will be deemed released from the Lien
hereof, and the Collateral Agent will, at the relevant 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 the Collateral Agent to evidence the release of such item of Collateral from the
assignment and security interest granted hereby, and to the extent that (A) the Collateral Agent’s
consent is required for any deregistration of the interests in such released Collateral from any
registry or (B) the Collateral Agent is required to initiate any such deregistration, the
Collateral Agent shall ensure that such consent or such initiation of such deregistration is
effected.




          Any amounts released from the Collateral Account by the Collateral Agent pursuant to a Release
Request in accordance with the terms of the Loan Documents shall be deemed released from the Lien
hereof.




          (b) Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge,
assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral
Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for
this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral
Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the
Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent 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) If, prior to the termination of this Agreement, the Collateral Agent ceases to be the
Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all
certificates, instruments or other documents being held by the Collateral Agent at such time shall,
within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be
delivered to the successor Collateral Agent.




          Section 8.07 Currency Conversion. If any amount is received or recovered by the
Collateral Agent 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 the Collateral Agent, 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 the
Collateral Agent 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 the Collateral
Agent 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 the Collateral
Agent for the benefit of the Secured Parties such amount as it shall determine to be necessary to
indemnify the Collateral Agent and the Secured Parties against any loss sustained by it as a result
(including the cost of making any such







29









 







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 the Collateral Agent 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 8.08 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          Section 8.09 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 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
Secured 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 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.




          (c) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 8.02. 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 8.10 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 Lenders
shall have 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







30









 







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 8.11 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 8.12 Non-Invasive Provisions. (a) Notwithstanding any other provision of the
Loan Documents, the Collateral Agent agrees that, so long as no Event of Default shall have
occurred and be continuing, not to take any action or cause to be taken any action, or permit any
person claiming by, through or on behalf of it to take any action or cause any action, that would
interfere with the possession, use, operation and quiet enjoyment of and other rights with respect
to any 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 Loan Documents, the Collateral Agent 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 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.




          Section 8.13 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 Collateral
Agent or any Secured Party hereunder, to pay in full such claims of the Collateral Agent or such
Secured Party (as the case may be), then the Collateral Agent or the Secured Party shall have no
further claim against the Grantors (other than the Borrower) in respect of any such unpaid amounts;
provided that the foregoing limitation on recourse shall in no way limit the right of any
Secured Party to enforce the obligations of ILFC as a Guarantor Party set forth in Article 7 of the
Credit Agreement.




          (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 Pledged Equity Party 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







31









 







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 Pledged Equity Party
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 any Pledged Equity
Party 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 Pledged Equity Party or Pledged Equity Parties in connection with
back-to-back leasing activities between it and any other Pledged Equity Party with respect to the
lease of Pool Aircraft.




[The Remainder of this Page is Intentionally Left Blank]






32









 








          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.




	 	 	 	 	 
	 	HYPERION AIRCRAFT INC., as a Grantor

 	 
	 	By   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELOS AIRCRAFT INC., as a Grantor

 	 
	 	By   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	APOLLO AIRCRAFT INC., as a Grantor

 	 
	 	By   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



33









 






	 	 	 	 	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A. not in its individual capacity but solely as the Collateral Agent

 	 
	 	By   	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



34









 






	 	 	 	 	 



SCHEDULE I

SECURITY AGREEMENT




AIRCRAFT OBJECTS




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

	 	Airbus A319-100
	 	 	2404	 	 	IAE V2524-A5
	 	V11863, V11864
	2

	 	Airbus A319-100
	 	 	2452	 	 	IAE V2524-A5
	 	V11911, V11915
	3

	 	Airbus A319-100
	 	 	2738	 	 	IAE V2524-A5
	 	V12248, V12255
	4

	 	Airbus A319-100
	 	 	3424	 	 	IAE V2425-A5
	 	V12862, V12865
	5

	 	Airbus A319-100
	 	 	3454	 	 	IAE V2425-A5
	 	V12890, V12882
	6

	 	Airbus A320-200
	 	 	427	 	 	CFM CFM56-5A3
	 	731878, 731912
	7

	 	Airbus A320-200
	 	 	542	 	 	IAE V2527-A5
	 	V10209, V10211
	8

	 	Airbus A320-200
	 	 	2453	 	 	IAE V2527-A5
	 	V11944, V11954
	9

	 	Airbus A321-100
	 	 	550	 	 	IAE V2530-A5
	 	V10117, V10214
	10

	 	Airbus A321-100
	 	 	591	 	 	IAE V2530-A5
	 	V10158, V10159
	11

	 	Airbus A321-200
	 	 	993	 	 	IAE V2533-A5
	 	V10525, V10524
	12

	 	Airbus A321-200
	 	 	2707	 	 	CFM CFM56-5B3/P
	 	577531, 577533
	13

	 	Airbus A330-200
	 	 	448	 	 	General Electric CF6-80E1-A3
	 	811158, 811159
	14

	 	Airbus A330-200
	 	 	480	 	 	Rolls-Royce TRENT 772B-60
	 	41228, 41229
	15

	 	Airbus A330-200
	 	 	532	 	 	Rolls-Royce TRENT 772B-60
	 	41261, 41262
	16

	 	Boeing 737-300
	 	 	26293	 	 	CFM CFM56-3C1
	 	724885, 724886
	17

	 	Boeing 737-300
	 	 	26314	 	 	CFM CFM56-3C1
	 	858245, 858302
	18

	 	Boeing 737-300
	 	 	26315	 	 	CFM CFM56-3C1
	 	858166, 859158
	19

	 	Boeing 737-300
	 	 	26317	 	 	CFM CFM56-3C1
	 	858196, 858197
	20

	 	Boeing 737-300
	 	 	26325	 	 	CFM CFM56-3C1
	 	858303, 858304
	21

	 	Boeing 737-400
	 	 	25111	 	 	CFM CFM56-3C1
	 	857851, 857853
	22

	 	Boeing 737-400
	 	 	26335	 	 	CFM CFM56-3C1
	 	858354, 858356
	23

	 	Boeing 737-400
	 	 	27628	 	 	CFM CFM56-3C1
	 	858493, 858494
	24

	 	Boeing 737-400
	 	 	27632	 	 	CFM CFM56-3C1
	 	858491, 858492
	25

	 	Boeing 737-400
	 	 	28053	 	 	CFM CFM56-3C1
	 	858690, 858691
	26

	 	Boeing 737-500
	 	 	28052	 	 	CFM CFM56-3C1
	 	858790, 858791
	27

	 	Boeing 737-700
	 	 	30036	 	 	CFM CFM56-7B22
	 	890473, 890474
	28

	 	Boeing 737-800
	 	 	30664	 	 	CFM CFM56-7B27
	 	888150, 889137
	29

	 	Boeing 757-200ER
	 	 	30045	 	 	Pratt & Whitney PW2040
	 	P728788, P728789
	30

	 	Boeing 757-200ER
	 	 	27620	 	 	Pratt & Whitney PW2037
	 	P727206, P727207
	31

	 	Boeing 757-200ER
	 	 	26250	 	 	Rolls-Royce RB211-535E4
	 	31673, 31674
	32

	 	Boeing 767-300ER
	 	 	27616	 	 	General Electric
CF6-80C2-B6F
	 	704741, 704742
	33

	 	Boeing 767-300ER
	 	 	27610	 	 	General Electric
CF6-80C2-B6F
	 	704517, 704980
	34

	 	Boeing 767-300ER
	 	 	28111	 	 	Pratt & Whitney PW4062
	 	P724106, P724403






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	 	 	 	 	 	 	 
	 	 	Manufacturer and	 	 	 	 	 	Engine Manufacturer and	 	 
	 	 	Model	 	Airframe MSN	 	Engine Model	 	Engine MSNs
	35

	 	Boeing 767-300ER
	 	 	28207	 	 	Pratt & Whitney PW4060
	 	P727767, P727768
	36

	 	Boeing 767-300ER
	 	 	29435	 	 	Pratt & Whitney PW4062
	 	P727827, P727828
	37

	 	Boeing 777-200ER
	 	 	32717	 	 	General Electric GE90-94B
	 	900470, 900471







I-2











 





SCHEDULE II

SECURITY AGREEMENT




PLEDGED EQUITY INTERESTS




PLEDGED STOCK



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Percentage of
	Pledged Equity Party	 	Par Value	 	Certificate No(s).	 	Number of Shares	 	Outstanding Shares
	DELOS AIRCRAFT INC.
	 	N/A	 	1	 	100	 	100%
	 
	 	 	 	 	 	 	 	 
	APOLLO AIRCRAFT INC.
	 	N/A	 	1	 	100	 	100%
	 
	 	 	 	 	 	 	 	 
	ARTEMIS (DELOS)
	 	[As set forth in	 	[As set forth in	 	[As set forth in	 	[As set forth in
	LIMITED
	 	Grantor Supplement	 	Grantor Supplement	 	Grantor Supplement	 	Grantor Supplement
	 
	 	of Artemis (Delos)	 	of Artemis (Delos)	 	of Artemis (Delos)	 	of Artemis (Delos)
	 
	 	Limited]	 	Limited]	 	Limited]	 	Limited]






PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 

	 

	 	 	 	Percentage of
	Pledged Equity Party

	 	Certificate No.
	 	Beneficial Interest
	 

	 	 
	 	 
	N/A

	 	N/A
	 	N/A






PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 

	 

	 	 	 	Percentage of
	Pledged Equity Party

	 	Certificate No.
	 	Membership Interest
	 

	 	 
	 	 
	N/A

	 	N/A
	 	N/A






PLEDGED DEBT




	 	 	 	 	 	 	 

	Intercompany Lender

	 	Intercompany

Borrower
	 	Description of
Instrument of
Pledged Debt
	 	Amount of Pledged
Debt
	 

	 	 
	 	 
	 	 
	N/A

	 	N/A
	 	N/A
	 	N/A






II-1









 






SCHEDULE III

SECURITY AGREEMENT




TRADE NAMES





	1.	 	Grantor: Hyperion Aircraft Inc.

Trade Name: Hyperion Aircraft Inc.
	 
	2.	 	Grantor: Delos Aircraft Inc.

Trade Name: Delos Aircraft Inc.
	 
	3.	 	Grantor: Artemis (Delos) Limited

Trade Name: [As set forth in Grantor Supplement of Artemis (Delos) Limited]
	 
	4.	 	Grantor: Apollo Aircraft Inc.

Trade Name: Apollo Aircraft Inc.




III-1









 











SCHEDULE IV

SECURITY AGREEMENT




CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OR REGISTERED OFFICE




	 	 	 

	Name of Grantor

	 	Chief Executive Office, Chief Place of
Business or Registered Office
and Organizational ID (if applicable)
	 
	 	 
	Hyperion Aircraft Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 	 
	 

	 	Organizational ID: C3278477
	 
	 	 
	Delos Aircraft Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 	 
	 

	 	Organizational ID: C3278513
	 
	 	 
	Apollo Aircraft Inc.

	 	10250 Constellation Blvd.
	 

	 	Suite 3400
	 

	 	Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 	 
	 

	 	Organizational ID: C3278478
	 
	 	 
	Artemis (Delos) Limited

	 	[As set forth in Grantor Supplement of Artemis
(Delos) Limited]






IV-1









 






SCHEDULE V

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
Collateral Agent, the Administrative Agent, the Lenders and its operation including insurance
for:






	 	(a)	 	loss or damage to each Pool Aircraft and each part thereof; and
	 
	 	(b)	 	any liability for injury to or death of persons and damage to or the
destruction of public or private property arising out of or in connection with the
operation, storage, maintenance or use of (in each case to the extent available) the
Pool Aircraft and of any other part thereof not belonging to the Grantors but from time
to time installed on the airframe.






	2.	 	Specific 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 Loans allocable
to such Pool Aircraft, calculated based on the most recent appraised value (the
“Required Insured Value”) on an agreed value basis and naming the Collateral
Agent (for and on behalf of itself and the Secured Parties) as a loss payee for the
Required Insured Value (provided, however, that, if the applicable
Lessee’s insurance program uses AVN67B or a successor London market endorsement similar
thereto, the Grantor shall use reasonable commercial efforts to procure that the
Collateral Agent and the Administrative Agent are also named as a “Contract Party” and
shall ensure that the Collateral Agent and the Administrative Agent are also named as a
“Contract Party” in respect of any new Lease entered into);
	 
	 	(b)	 	Hull War Risk Insurance — Hull war risk and allied perils insurance, including
hijacking, (excluding, however, confiscation by government of registry or country of
domicile to the extent coverage of such risk is not generally available to the
applicable Lessee in the relevant insurance market at a commercially reasonable cost or
is not customarily obtained by operators in such jurisdiction at such time) on the Pool
Aircraft where the custom in the industry is to carry war risk for aircraft operating on
routes or kept in locations similar to the Pool Aircraft in an amount not less than the
Required Insured Value on an agreed value basis and naming the Collateral Agent (for and
on behalf of itself and the other Secured Parties) as a loss




 









 






	 	 	 	payee for the Required Insured Value (provided, however, that, if the
applicable Lessee’s insurance program uses AVN67B or a successor London market
endorsement similar thereto, the Grantors shall use reasonable commercial efforts to
procure that the Collateral Agent and the Administrative Agent are also named as a
“Contract Party” and shall ensure that the Collateral Agent and the Administrative
Agent are also named as a “Contract Party” in respect of any new Lease entered into);






	 	(c)	 	Legal Liability Insurance — Third party legal liability insurance (including
war and allied perils) for a combined single limit (bodily injured and property damage)
of not less than $500,000,000 for a Narrowbody Aircraft, and not less than $750,000,000
for Widebody Aircraft. The Collateral Agent and the Administrative Agent (on behalf of
themselves and the Secured Parties) shall be named as additional insureds on such
policies; provided that the Grantors shall ensure that the Collateral Agent and
the Administrative Agent are also named as an additional insured in respect of any new
Lease.
	 
	 	(d)	 	Aircraft Spares Insurance — Insurance for the engines and the parts while not
installed on the airframe for their replacement cost or an agreed value basis.






	3.	 	Variations on Specific Insurance 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 the Collateral Agent, be entitled to accept any new such governmental
indemnities other than when such indemnities are granted by a Governmental Authority of a
country or jurisdiction that is not a Prohibited Country. The relevant Grantor will
determine the necessary coverage for the Pool Aircraft in such situations consistent with
Leasing Company Practice with respect to similar aircraft.
	 
	4.	 	Hull Insurances in Excess of Required Insurance 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 Collateral Agent. Such excess insurances will be
payable to (i) if payable to the Grantors, to the relevant Grantor, unless an Event of
Default has occurred and is continuing in which case the excess shall be payable to the
Collateral Agent or (ii) if payable to the Lessee to the Lessee in all circumstances.
	 
	5.	 	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




V-2









 






	 	 	denomination is (a) required by the law of the state of registration of the Pool Aircraft; or
(b) the normal practice of airlines in the relevant country that operate aircraft leased from
lessors located outside such country; or (c) otherwise agreed by the Collateral Agent) or
paragraph 2(d).






	6.	 	Specific Terms of 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 the Collateral Agent with
evidence that the insurances described in this Schedule V are in full force and effect.
	 
	8.	 	Deductible Amounts, Self-Insurance and 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
	 
	 	 	The Grantors will monitor the insurances on the Pool Aircraft and their expiration dates.
The relevant Grantor shall, when requested by the Collateral Agent, promptly inform the
Collateral Agent as to whether or not it has been advised that renewal instructions for any
of the insurances have been given by the airline operator or its broker prior to or on the
scheduled expiry date of the relevant insurance. The relevant Grantor shall promptly




V-3









 






	 	 	notify the Collateral Agent in writing if it receives notice that any of the insurances have
in fact expired without renewal. Promptly after receipt, the relevant Grantor will provide
to the Collateral Agent evidence of renewal of the insurances and reinsurance (if any).






	10.	 	Information
	 
	 	 	Subject to applicable confidentiality restrictions, each of the Grantors shall provide the
Collateral Agent or shall ensure that the Collateral Agent is provided with any information
reasonably requested by it from time to time concerning the insurances maintained with
respect to the Pool Aircraft or, if reasonably available to the Grantors, in connection with
any claim being made or proposed to be made thereunder.




V-4









 











EXHIBIT A-1

SECURITY AGREEMENT




FORM OF COLLATERAL SUPPLEMENT




Bank of America, N.A., as the Collateral Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Facsimile No. (415) 503-5099




[Date]



          Re: Term Loan 2 Security Agreement, dated as of March 17, 2010



Ladies and Gentlemen:



          Reference is made to the Term Loan 2 Security Agreement, dated as of March 17, 2010 (the
“Security Agreement”), among Hyperion Aircraft Inc., a California corporation (“Parent
Holdco”), Delos Aircraft Inc., a California corporation (the “Borrower”), Artemis
(Delos) Limited, a private limited liability company incorporated under the laws of Ireland (the
“Irish Subsidiary Holdco”), Apollo Aircraft Inc., a California corporation (the “CA
Subsidiary Holdco”), and the ADDITIONAL GRANTORS who from time to time become grantors under
the Security Agreement (together with Parent Holdco, the Borrower, the Irish Subsidiary Holdco and
the CA Subsidiary Holdco, the “Grantors”), and BANK OF AMERICA, N.A., a national banking
association, as the collateral agent (in such capacity, and together with any permitted successor
or assign thereto or any permitted replacement thereof, the “Collateral Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
them in the 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 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 Security Agreement (as supplemented by the attached Annexes).


          Attached are duly completed copies of Annexes I and II hereto.



A -1 - 1









 







          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:




BANK OF AMERICA, N.A.,

not in its individual capacity, but

solely as the Collateral Agent




	 	 	 	 	 
	 	 
	By:  	 
 	 
	 	Name:  	 	 
	 	Title:  	 	 



A-1-2









 








ANNEX I

COLLATERAL SUPPLEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 

	 

	 	Airframe Manufacturer
	 	 	 	Engine Manufacturer
	Airframe MSN

	 	and Model
	 	Engine MSNs
	 	and Model
	 

	 	 
	 	 
	 	 





A-1-3









 






ANNEX II

COLLATERAL SUPPLEMENT




PLEDGED EQUITY INTERESTS




PLEDGED BENEFICIAL INTERESTS



	 	 	 	 	 

	 

	 	 	 	Percentage of
	Pledged Equity Party

	 	Certificate No.
	 	Beneficial Interest
	 

	 	 
	 	 





PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 

	 

	 	 	 	Percentage of
	Pledged Equity Party

	 	Certificate No.
	 	Membership Interest
	 

	 	 
	 	 





PLEDGED STOCK




	 	 	 	 	 

	Pledged Equity Party

	 	Certificate No.
	 	Percentage Stock
	 

	 	 
	 	 





PLEDGED DEBT




[-]




A-1-4











 





EXHIBIT A-2

SECURITY AGREEMENT




FORM OF GRANTOR SUPPLEMENT




Bank of America, N.A., as the Collateral Agent

1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Facsimile No. (415) 503-5099




	 	 	 

	 

	 	[Date]






          Re: Term Loan 2 Security Agreement, dated as of March 17, 2010



Ladies and Gentlemen:




          Reference is made to the Term Loan 2 Security Agreement, dated as of March 17, 2010 (the
“Security Agreement”), among Hyperion Aircraft Inc., a California corporation (“Parent
Holdco”), Delos Aircraft Inc., a California corporation (the “Borrower”), Artemis
(Delos) Limited, a private limited liability company incorporated under the laws of Ireland (the
“Irish Subsidiary Holdco”), Apollo Aircraft Inc., a California corporation (the “CA
Subsidiary Holdco”), and the ADDITIONAL GRANTORS who from time to time become grantors under
the Security Agreement (together with Parent Holdco, the Borrower, the Irish Subsidiary Holdco and
the CA Subsidiary Holdco, the “Grantors”), and BANK OF AMERICA, N.A., a national banking
association, as the collateral agent (in such capacity, and together with any permitted successor
or assign thereto or any permitted replacement thereof, the “Collateral Agent”).
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to
them in the Security Agreement.




          The undersigned hereby agrees, as of the date first above written, to become a Grantor under
the Security Agreement as if it were an original party thereto and agrees that each reference in
the Security Agreement to “Grantor” shall also mean and be a reference to the undersigned.




          Grant of Security Interest. To secure the Secured Obligations, the undersigned Grantor hereby
assigns and pledges to the Collateral Agent for its benefit and the benefit of the other Secured
Parties and hereby grants to the Collateral Agent for its benefit and the benefit of the other
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) with respect to each Grantor, all of the following:







A-2-1









 








          (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; and




          (ii) all additional shares of the capital stock of any other Pledged Equity Party from time
to time acquired by such Grantor in any manner, including the capital stock of any other Pledged
Equity Party 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;




          (b) with respect to each Grantor, all of the following:




          (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




          (ii) all of such Grantor’s right, title and interest in all additional membership interests
in any other Pledged Equity Party from time to time acquired by such Grantor in any manner,
including the membership interests in any other Pledged Equity Party 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;




          (c) with respect to each Grantor, all of the following:




               (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 Pledged Equity Party from time to time acquired by such Grantor in any manner,
including the beneficial interests in any other Pledged Equity Party that may be formed from time
to time, the trust agreements and any other contracts and instruments pursuant to which any such
Pledged Equity Party is created or issued, 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;



          (d) all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such
Grantor including written notification of all interest, dividends, instruments and



A-2-2









 




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 Pledged Equity Party to any
Transaction;




          (e) with respect to each Grantor, all right of such Grantor in and to the Collateral Account
and all funds, 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; and




          (f) 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) and (e) above.




          The undersigned Grantor hereby makes each representation and warranty set forth in Section
2.03 of the 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 Security Agreement. Each reference in
the Security Agreement to the Security Collateral, the Membership Interest Collateral, the
Beneficial Interest Collateral, the Investment Collateral and the Account 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 the Collateral Agent and its officers, directors, employees and agents in the manner set
forth in Section 8.01 of the Security Agreement.




          Attached are duly completed copies of Annexes I, II, III and IV hereto.




[Signature Page Follows]



A-2-3









 






          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:




BANK OF AMERICA, N.A.,

not in its individual capacity, but solely as the

Collateral Agent




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 






A-2-4









 






ANNEX I

GRANTOR SUPPLEMENT




AIRCRAFT OBJECTS




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





A-2-5









 






ANNEX II

GRANTOR SUPPLEMENT




PLEDGED EQUITY INTERESTS




PLEDGED BENEFICIAL INTERESTS



	 	 	 	 	 
	 	 	 	 	Percentage of
	Pledged Equity Party	 	Certificate No.	 	Beneficial Interest
	 	 	 	 	 





PLEDGED MEMBERSHIP INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Pledged Equity Party	 	Certificate No.	 	Membership Interest
	 	 	 	 	 





PLEDGED STOCK




	 	 	 	 	 
	Pledged Equity Party	 	Certificate No.	 	Percentage Stock
	 	 	 	 	 





PLEDGED DEBT







A-2-6









 








ANNEX III

GRANTOR SUPPLEMENT




TRADE NAMES





A-2-7









 








ANNEX IV

GRANTOR SUPPLEMENT




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





A-2-8









 






EXHIBIT B

SECURITY AGREEMENT




FORM OF CHARGE OVER SHARES OF IRISH SUBSIDIARY HOLDCO





B-1











 





EXHIBIT C

SECURITY AGREEMENT




FORM OF ACCOUNT CONTROL AGREEMENT




March 17, 2010



Banc of America Securities LLC

Mutual Fund Operations, NC1-004-03-45

200 North College Street

Charlotte, NC 28255



Whereas, Delos Aircraft Inc. (“Pledgor”) has granted to Bank of America, N.A., as Collateral Agent
(“Pledgee”), for the benefit of the Secured Parties, a security interest in Account number 24901405
(the “Collateral Account”), held by Banc of America Securities LLC (the “Securities Intermediary”)
together with all financial funds, investments, instruments, assets, investment property,
securities, cash and other property now or hereafter held therein, and the proceeds thereof,
including without limitation dividends payable in cash or stock and shares or other proceeds of
conversions or splits of any securities in the Collateral Account (collectively, the “Collateral”).
Pledgor, Pledgee and the Securities Intermediary agree that the Collateral Account is a
“securities account” within the meaning of Article 8 of the Uniform Commercial Code of the State of
New York (the “UCC”) and that all Collateral held in the Collateral Account will be treated as a
“financial asset” within the meaning of Section 8-102(a)(9) of the UCC.



Whereas, the grant of security interest described above is pursuant to that certain Term Loan 2
Security Agreement dated as of the date hereof among Hyperion Aircraft Inc., the Pledgor, Artemis
(Delos) Limited, Apollo Aircraft Inc., the additional grantors referred to therein, and the Pledgee
(the “Security Agreement”).



Terms used but not defined herein shall have the meaning set forth in the Security Agreement.



In connection therewith, the parties hereto agree (which agreement by the Pledgor will be construed
as instructions to the Securities Intermediary):





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




C-1









 












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




C-2









 






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




C-3









 






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




C-4









 






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





* * * * * *









C-5









 







IN WITNESS WHEREOF, the Pledgor and the Pledgee have agreed to the terms of this Agreement as
of the date indicated above.




	 	 	 	 	 	 	 	 	 	 	 

	PLEDGOR:	 	 	 	PLEDGEE:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DELOS AIRCRAFT INC.	 	 	 	BANK OF AMERICA, N.A., as Collateral	 	 
	 

	 	 	 	 	 	Agent	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 

	Telephone No.:

	 	 	 	 	 	Telephone No.:	 	 	 	 
	 

	 	 

	 	 
	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Address:	 	Address:
	 
	 	 	 	 	 	 	 	 	 	 
	10250 Constellation Blvd., Suite 3400

Los Angeles, CA 90067

Attention: Treasurer with a copy to

the General Counsel

Facsimile No. (310) 788-1990	 	1455 Market Street, 5th Floor

CA5-701-05-19

San Francisco, CA 94103

Attention: Robert Rittelmeyer

Facsimile No. (415) 503-5099
	 
	 	 	 	 	 	 	 	 	 	 
	Date:                     , 2010______	 	Date:                     , 2010______






Acknowledged
and Agreed to:

SECURITIES INTERMEDIARY




BANC OF AMERICA SECURITIES LLC




	 	 	 	 	 

	By:

	 	 
	 

	 	 

	 	 
	Name: 	 John J. Fader
 

	 	 
	Title: 	 AVP
 

	 	 
	Date: March 17, 2010







Banc of America Securities LLC




Mutual Fund Operations, NC1-004-03-45

200 North College Street

Charlotte, NC 28255




Facsimile No. (704) 335-6727




C-6









 





Exhibit A

[Letterhead of the Pledgee]

[Date]




     A. BY FACSIMILE TRANSMISSION



((704) 335-6727) AND CERTIFIED MAIL




Banc of America Securities LLC

Mutual Fund Operations

NC1-004-03-45

200 North College Street

Charlotte, NC 28255




	 	 	 	 	 

	 

	 	Re:
	 	Delos Aircraft Inc.

Account No. 24901405






     B. NOTICE OF EXCLUSIVE CONTROL


Ladies and Gentlemen:



As referenced in the Collateral Account Control Agreement, dated as of March 17, among Delos
Aircraft Inc., as Pledgor, Bank of America N.A., as Collateral Agent for the Secured Parties, as
Pledgee, and Banc of America Securities LLC, as Securities Intermediary, we hereby give you notice
of our exclusive control over securities account number 24901405 (the “Collateral Account”)
and all financial assets credited thereto. You are hereby instructed not to accept any direction,
instruction or entitlement order with respect to the Collateral Account or the financial assets
credited thereto from any person other than the undersigned.



You are hereby instructed to [deliver][invest] the financial assets in the Collateral Account and
cash dividends, interest, income, earning, and other distributions received with respect thereto,
as follows:




	 	 	 	 	 

	 

	 	[ 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 
]
	 	 






	 	 	 	 	 
	 	Very truly yours,



BANK OF AMERICA, N.A., as Collateral

Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc: Delos Aircraft Inc.





C-7











 








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][each] 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.




C-1









 











	1.	 	Assignor[s]: ________________________
	 
	 	 	________________________

	 
	2.	 	Assignee[s]: ________________________
	 
	 	 	________________________

	 
	 	 	[for each Assignee, indicate [Affiliate][Approved Fund] of [identify Lender]]
	 
	3.	 	Borrower: Delos Aircraft Inc.
	 
	4.	 	Administrative Agent: Bank of America, N.A., as the administrative agent under the
Credit Agreement
	 
	5.	 	Credit Agreement: Term Loan 2 Credit Agreement dated as of March 17, 2010 among
International Lease Finance Corporation, as a Guarantor, Delos Aircraft Inc., as
the Borrower, Hyperion Aircraft Inc., as a Guarantor, Artemis (Delos) Limited, as a
Guarantor, Apollo Aircraft Inc., as a Guarantor, the lenders identified therein, as Lenders,
Bank of America, N.A., as the Administrative Agent, Bank of America, N.A., as the Collateral
Agent, and Goldman Sachs Lending Partners LLC, as Syndication Agent
	 
	6.	 	Assigned Interest[s]:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Aggregate	 	 	 	 	 	 	Percentage	 	 	 	 
	 	 	 	 	 	 	Amount of	 	 	Amount of	 	 	Assigned of	 	 	 	 
	 	 	 	 	 	 	Commitment/Loans	 	 	Commitment/Loans	 	 	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.]






 




			
	5	 	List each Assignor, as appropriate.
	 
	6	 	List each Assignee, as appropriate.
	 
	7	 	Amounts in this column and in the column
immediately to the right to be adjusted by the counterparties to take into
account any payments or prepayments made between the Trade Date and the
Effective Date.
	 
	8	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders thereunder.
	 
	9	 	To be completed if the Assignor
and the Assignee intend that the minimum assignment amount is to be determined
as of the Trade Date.




C-2









 









The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	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:




	 	 	 	 	 
	DELOS AIRCRAFT INC., 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.




C-3









 










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






C-4









 







(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.











C-5









 





EXHIBIT D-1A




Form of Opinion of Clifford Chance US LLP




March 17, 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 Term Loan 2 Credit Agreement (the
“Credit Agreement”) dated as of March 17, 2010 among Delos Aircraft Inc. as Borrower (“Delos”), the
Company, Hyperion Aircraft Inc. (“Hyperion”), Apollo Aircraft Inc. (“Apollo”), Artemis (Delos)
Limited (“Artemis”), 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(e) of the Credit
Agreement.



In rendering the opinions expressed below, we have examined executed copies of the following
documents:





	 	(a)	 	Credit Agreement;
	 
	 	(b)	 	Security Agreement (the “Security Agreement”) dated as of March 17, 2010 among
Hyperion, Delos, Apollo, the additional grantors party thereto and the Collateral Agent.
	 
	 	(c)	 	Collateral Account Control Agreement (the “Account Control Agreement”) dated as
of March 17, 2010 among the Securities Intermediary, Delos and the Collateral Agent.
	 
	 	(d)	 	Intercreditor Agreement (the “Intercreditor Agreement”) dated as of March 17,
2010 among Hyperion, Delos, the Company and the Collateral Agent.




Each of the Company, Delos, Hyperion and Apollo is referred to herein as a “Obligor”. Each of the
Credit Agreement, the Security Agreement, the Intercreditor Agreement and the Account Control
Agreement is referred to herein as a “Transaction Document”. Each of the Security Agreement and
the Account Control Agreement is referred to herein as a “Security 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 the Collateral does not include any Aircraft, Engines or Parts (as such terms
are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or
leases thereof or other interests therein.



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) 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 (viii) 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 Uniform
Commercial Code of the State of New York (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 Documents 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
applicable Security Documents sufficiently describe the Collateral intended to be covered by such
Security Documents;



          (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) 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;



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          (vi) the certificates representing the Pledged Stock (used herein to mean the Pledged Stock
certificates listed in a schedule to the Security Agreement) of Delos and Apollo are in the
possession of the Collateral Agent, together with the duly executed in blank instruments of
transfer in respect thereof; and




          (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt
instruments listed in a schedule to the Security Agreement) are each in the possession of the
Collateral Agent.


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 in
the Security Agreement) 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. To the extent that the creation of security interests in the Collateral is governed by the
NYUCC, perfection of such security interests in such collateral consisting of investment property,
general intangibles, tangible chattel paper, accounts, equipment and other goods and other rights
and/or property in which a security interest can be perfected under the NYUCC is governed, under
Section 9-301 of the NYUCC, by the local laws of the jurisdiction where the applicable grantor is
located, except that perfection of a possessory security interest in such Collateral is governed,
under Section 9-301 of the NYUCC, by the local laws of the jurisdiction of the location of such
Collateral. Except for (a) the Collateral Agent taking delivery of (i) instruments which represent
the entire interest of the Pledged Debt and (ii) the certificates which represent the entire
interest of the Pledged Stock in each of Delos and Apollo, along with, in each case, a duly
executed in blank instrument of transfer of such Pledged Stock, and (b) the filing of each
Financing Statement in the filing office named therein with respect to the Collateral, no further
action, including the filing or recording of any document, is necessary under the Uniform
Commercial Code of the State of California (the “CALUCC”), the Uniform Commercial Code of the
District of Columbia (the “DCUCC”) or the laws of the State of New York or of the United States



 - 3 - 









 




in order to perfect the security interests created under the Security Agreement in such
Pledged Stock or other Collateral to the extent the perfection of a security interest thereon may
be effected under the NYUCC by the filing of a Financing Statement under the NYUCC.




     7. The Collateral Agent’s security interest in that portion of the Collateral consisting of
(i) the Collateral Account (as defined in the Account Control Agreement) and (ii) security
entitlements (as defined in the NYUCC) being credited by book entry to the Collateral Account (the
“Pledged Financial Assets”) will be perfected upon the execution and delivery by each party thereto
of the Account Control Agreement.


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
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 or the Convention
on the International Recognition of Rights in Aircraft signed at Geneva on June 19, 1948 on
any issue covered in this opinion letter.




     (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



 - 4 - 









 







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 a Security Document 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 such Security
Document 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.



 - 5 - 









 






     (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 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 a Security Document.




     (r) 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.




     (s) The perfection of the Collateral Agent’s security interest will be terminated as to
any Collateral acquired by an Obligor more than four months after such Obligor so changes
its name as to make the Financing Statement filed in respect of such 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.




     (t) If any 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 laws of the State of New York and 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.







 - 6 - 









 







This opinion is rendered solely for your benefit (and the benefit of your successors and permitted
assigns) 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




 - 7 - 









 





UCC Financing Statements




 - 8 - 









 





Schedule 1



Bank of America, N.A., as administrative agent, collateral agent and lender



Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger



Banc of America Securities LLC, as joint lead arranger






 - 9 - 









 








EXHIBIT D-1B




Form of Opinion of In-House Counsel to the Obligors




[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 (“ILFC”), in connection
with that certain Term Loan 2 Credit Agreement, dated as of March 17, 2010 (the “Term Loan 2
Credit Agreement”), among Delos Aircraft Inc., a California corporation (the “Term Loan 2
Borrower”), ILFC, Hyperion Aircraft Inc., a California corporation (the “Parent
Holdco”), Apollo Aircraft Inc., a California corporation (the “CA Subsidiary Holdco”),
Artemis (Delos) Limited, a private limited liability company incorporated under the laws of Ireland
(the “Irish Subsidiary Holdco” and together with ILFC, the Parent Holdco and the CA
Subsidiary Holdco, the “Guarantors”), the lenders from time to time party to the Term Loan
2 Credit Agreement (collectively, the “Term Loan 2 Lenders”), Bank of America, N.A.
(“Bank of America”), as administrative agent (in such capacity, the “Term Loan 2
Administrative Agent”), Bank of America, as collateral agent (in such capacity, the “Term
Loan 2 Collateral Agent”) and Goldman Sachs Lending Partners LLC (“Goldman Sachs”), as
syndication agent (in such capacity, the “Term Loan 2 Syndication Agent”).



     This opinion is being furnished pursuant to Section 4.01(e) of the Term Loan 2 Credit
Agreement. Capitalized terms used and not otherwise defined herein shall have the respective
meanings set forth in the Term Loan 2 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 Term Loan 2 Credit Agreement;



     (b) an executed copy of that certain Security Agreement, dated as of March 17, 2010 (the
“Security Agreement”), among the Term Loan 2 Borrower, the Parent Holdco, the CA Subsidiary
Holdco, the Irish Subsidiary Holdco, the additional grantors from time to time party thereto and
the Term Loan 2 Collateral Agent;



     (c) an executed copy of that certain Collateral Account Control Agreement, dated March 17,
2010 (the “Account Control Agreement”), among the Term



 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 2 of 11



Loan 2 Borrower, the Term Loan 2
Collateral Agent and Banc of America Securities LLC, as the securities intermediary;




     (d) an Intercreditor Agreement, dated as of March 17, 2010 (the “Intercreditor
Agreement”) among the Parent Holdco, the Term Loan 2 Borrower, ILFC and the Term Loan 2
Collateral Agent;



     (e) a Share Charge dated March 17, 2010 (the “Share Charge”) between the Term Loan 2
Borrower and Bank of America in respect of the shares of the Irish Subsidiary Holdco;



     (f) a true and complete copy of the Restated Articles of Incorporation of ILFC, as certified
by the Secretary of ILFC on March 12, 2010 (“ILFC’s Articles of Incorporation”);



     (g) a true and complete copy of the Articles of Incorporation of the Term Loan 2 Borrower, as
certified by the Secretary of the Term Loan 2 Borrower on March 12, 2010 (the “Term Loan 2
Borrower’s Articles of Incorporation”);



     (h) a true and complete copy of the Articles of Incorporation of the Parent Holdco, as
certified by the Secretary of the Parent Holdco on March 12, 2010 (the “Parent Holdco’s
Articles of Incorporation”);



     (i) a true and complete copy of the Articles of Incorporation of the CA Subsidiary Holdco, as
certified by the Secretary of the CA Subsidiary Holdco on March 12, 2010 (the “CA Subsidiary
Holdco’s Articles of Incorporation” and together with ILFC’s Articles of Incorporation, the
Term Loan 2 Borrower’s Articles of Incorporation and the Parent Holdco’s Articles of Incorporation,
the “Opinion Parties’ Articles of Incorporation”);



     (j) a true and complete copy of the Amended and Restated Bylaws of ILFC, as certified by the
Secretary of ILFC on March 12, 2010 (“ILFC’s Bylaws”);



     (k) a true and complete copy of the Bylaws of the Term Loan 2 Borrower, as certified by the
Secretary of the Term Loan 2 Borrower on March 12, 2010 (the “Term Loan 2 Borrower’s
Bylaws”);



     (l) a true and complete copy of the Bylaws of the Parent Holdco, as certified by the Secretary
of the Parent Holdco on March 12, 2010 (the “Parent Holdco’s Bylaws”);



     (m) a true and complete copy of the Bylaws of the CA Subsidiary Holdco, as certified by the
Secretary of the CA Subsidiary Holdco on March 12, 2010



 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 3 of 11




     (the “CA Subsidiary Holdco’s
Bylaws” and together with ILFC’s Bylaws, the Term Loan 2 Borrower’s Bylaws and the Parent
Holdco’s Bylaws, the “Opinion Parties’ Bylaws”);



     (n) a true and complete copy of the resolutions of the Board of Directors of ILFC, adopted on
March 11, 2010 (“ILFC’s Resolutions”) by unanimous written consent;



     (o) a true and complete copy of the resolutions of the Board of Directors of the Term Loan 2
Borrower, adopted on March 12, 2010 (“Term Loan 2 Borrower’s Resolutions”) by unanimous
written consent;



     (p) a true and complete copy of the resolutions of the Board of Directors of the Parent
Holdco, adopted on March 12, 2010 (“Parent Holdco’s Resolutions”) by unanimous written
consent;



     (q) a true and complete copy of the resolutions of the Board of Directors of the CA Subsidiary
Holdco, adopted on March 12, 2010 (“CA Subsidiary Holdco’s Resolutions”) by unanimous
written consent; and



     (r) a true and complete copy of the certificates, each dated March 15, 2010, from the
Secretary of State of the State of California and the Franchise Tax Board of the State of
California, as to Term Loan 2 Borrower and each Guarantor’s existence and good standing in the
State of California.



     ILFC, the Parent Holdco, the Term Loan 2 Borrower and the CA Subsidiary Holdco are referred to
herein, individually, as an “Opinion Party” and, collectively, as the “Opinion
Parties”. The Term Loan 2 Credit Agreement, the Security Agreement, the Account Control
Agreement, the Intercreditor Agreement and the Share Charge are referred to herein, individually,
as a “Term Loan 2 Loan Document” and, collectively, as the “Term Loan 2 Loan
Documents”.



     I have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the Opinion Parties and such agreements, certificates and receipts
of public officials, certificates of officers or other representatives of the Opinion Parties 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



 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 4 of 11



representations of other officers and other representatives of the Opinion
Parties 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 each Opinion Party 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
customarily applicable to transactions of the type contemplated by the Term Loan 2 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 Opinion Parties; (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 Opinion Parties) in the
transactions contemplated by the Term Loan 2 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 an Opinion Party under Applicable Laws;



     (c) I do not express any opinion as to the validity, binding effect or enforceability of the
Term Loan 2 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 Term Loan 2 Loan Documents (other than the Opinion
Parties 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 Opinion Parties to the extent
necessary to render the opinions set forth herein).



 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 5 of 11




     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. Each Opinion Party is a corporation duly organized, validly existing and in good standing
under the laws of the State of California.



     2. Each Opinion Party has the requisite corporate power and authority to execute, deliver and
perform its obligations under each of the Term Loan 2 Loan Documents to which it is a party. The
execution, delivery and performance by each Opinion Party of the Term Loan 2 Loan Documents to
which it is a party have been duly authorized by all necessary action on the part of such Opinion
Party.



     3. The execution and delivery of each of the Term Loan 2 Loan Documents to which it is a
party, does not, and the performance by each of the Opinion Parties of its obligations thereunder,
each in accordance with its terms, do not (a) conflict with such Opinion Party’s Articles of
Incorporation or 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 an Opinion Party 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 Term Loan 2 Loan Documents to which it is a party, each in accordance
with its terms, by an Opinion Party.



     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 any of the the Term Loan 2 Credit
Agreement, the Security Agreement, the Intercreditor Agreement and the Account Control Agreement,
the choice of New York law as the substantive law governing such Term Loan 2 Loan Documents should
be recognized and such law should be applied except as may otherwise be provided under the Term
Loan 2 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 Term Loan 2 Loan Documents bear a reasonable



 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 6 of 11



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 Term Loan 2 Loan
Documents to which it is a party by the Opinion Parties, 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 Opinion Parties 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 Opinion Parties. I am rendering these opinions and this opinion
letter in my capacity as Corporate Counsel of ILFC and not individually.



Very truly yours,




Czar Vigil

Corporate Counsel




 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 7 of 11




Schedule I




Bank of America, N.A., as Term Loan 2 Administrative Agent and Term Loan 2 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 Term Loan 2 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




Bank of America, N.A., as Lender

One Bryant Park

New York, New York 10036




 









 





To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 8 of 11




Schedule II




Applicable Contracts


1. Restated Articles of Incorporation of ILFC.



2. Amended and Restated By-Laws of ILFC.



3. Indenture dated as of November 1, 1991, between ILFC 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 ILFC and
U.S. Bank Trust National Association.



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



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



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



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



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



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



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



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



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



 









 







To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 9 of 11



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



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



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



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



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



19. Supplemental Agency Agreement, dated September 4, 2009, among ILFC, Citibank, N.A. and Dexia
Banque Internationale à Luxembourg, société anonyme.



20. Indenture, dated as of August 1, 2006, between ILFC and Deutsche Bank Trust Company Americas,
as Trustee.



21. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as
borrower, ILFC, 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.



 









 







To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 10 of 11



26. $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among ILFC,
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 ILFC, CitiCorp USA, Inc., as Administrative Agent, and the other financial
institutions listed therein.



28. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among ILFC,
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 ILFC, certain subsidiaries
of ILFC 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 ILFC,
certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC named therein for the benefit of the Federal Reserve Bank of New York.



33. Amendment Agreement, dated as of November 23, 2009, among ILFC, certain subsidiaries of ILFC
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 ILFC, certain subsidiaries
of ILFC 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 ILFC, certain
subsidiaries of ILFC 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 ILFC, certain subsidiaries of ILFC named therein, AIG Funding, Inc., as
lender, and the Federal Reserve Bank of New York.



 









 







To the addressees set forth

on Schedule I attached hereto

March ___, 2010

Page 11 of 11



37. Amendment to Schedules of Certain Loan Documents, dated as of December 15, 2009, among ILFC,
certain subsidiaries of ILFC 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
ILFC, certain subsidiaries of ILFC named therein, AIG Funding, Inc., as lender, the Federal Reserve
Bank of New York and Wells Fargo Bank Northwest, National Association, as security trustee.





 











 

 

EXHIBIT D-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 March 17, 2010 (the Credit
Agreement) between Delos Aircraft Inc., as borrower, International Lease Finance Corporation
(ILFC), Hyperion Aircraft Inc. and Apollo Aircraft Inc. as Guarantors, the lenders identified
therein as Lenders, Bank of America N.A., as Administrative Agent and Collateral Agent (the
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 Credit Agreement;
	 
	 	1.2.	 	the Security Agreement among Hyperion Aircraft Inc., Delos Aircraft Inc.,
Apollo Aircraft Inc. and the additional grantors referred to therein as grantors and
the Collateral Agent as collateral agent (the Security Agreement);
	 
	 	1.3.	 	the Intercreditor Agreement among Hyperion Aircraft Inc., Delos Aircraft
Inc., Apollo Aircraft Inc., ILFC, the Collateral Agent as the senior collateral agent,
and the junior lien representatives from time to time party thereto (the Intercreditor
Agreement);
	 
	 	1.4.	 	the agreements listed in Schedule 2 hereto (the Agreements);
	 
	 	1.5.	 	a corporate certificate of Artemis (Delos) Limited (the Company) dated [ ]
2010 (the Certificate) attaching:  






	 	1.5.1.	 	copies of the certificate of incorporation and memorandum and articles
of association of the Company;
	 
	 	1.5.2.	 	list of directors and secretary of the Company;
	 
	 	1.5.3.	 	a copy of the resolutions passed at the meeting of the board of directors of
the Company dated [ ] 2010;
	 
	 	1.5.4.	 	a copy of the power of attorney of the Company dated [ ] 2010; and
	 
	 	1.5.5.	 	a copy of the specimen signatures;






	 	 	and such other documents as we have considered necessary or desirable to examine in order
that we may give this opinion.
	 
	 	 	Terms defined in the Credit Agreement have the same meaning in this opinion letter. The
Assumption Agreement and the Grantor Supplement (each as defined in Schedule 2 hereto) are
together called the New York Law Agreements.




 









 













	2.	 	For the purpose of giving this opinion we have assumed:






	 	2.1.	 	the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;
	 
	 	2.2.	 	that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings and/or the
subject-matter which they purport to record and that any meetings referred to in such
copies were duly convened and held and that all resolutions set out in such minutes
were duly passed and are in full force and effect;
	 
	 	2.3.	 	the genuineness of the signatures and seals on all original and copy
documents which we have examined;
	 
	 	2.4.	 	that the memorandum and articles of association of the Company attached to
the Certificate are correct and up to date;
	 
	 	2.5.	 	the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Company contained in the Certificate and the
accuracy of all certificates provided to us by the Company;
	 
	 	2.6.	 	that there are no agreements or arrangements in existence which in any way
amend or vary the terms of the Transaction as disclosed by the Agreements;
	 
	 	2.7.	 	without having made any investigation that the terms of the New York Law
Agreements are lawful and fully enforceable under the laws of the State of New York
and any other applicable laws other than the laws of Ireland and that the Grantor
Supplement creates valid and enforceable security interests in accordance with its
terms under the laws of the State of New York;
	 
	 	2.8.	 	without having made any investigation, that Delos Aircraft Inc. is the
beneficial owner free from encumbrances of all right, title and interst in and to the
Charged Property (as defined in the Share Charge) and that it has delivered, or will
deliver, to the Collateral Agent each of the documents listed in Clause 3.2 of the
Share Charge;
	 
	 	2.9.	 	the accuracy and completeness of all information appearing on public records;
and
	 
	 	2.10.	 	that the Company has entered into the Transaction in good faith, for its
legitimate business purposes, for good consideration, and that it derives commercial
benefit from the Transaction commensurate with the risks undertaken by it in the
Transactions.






	3.	 	We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification
and to the other qualifications set out herein, we are of the opinion that:






	 	3.1.	 	the Company is a company duly incorporated under the laws of Ireland and is a
separate legal entity, subject to suit in its own name. Based only on searches
carried out in the Irish Companies Registration Office and the Central Office of the
High Court on the date hereof, the Company is validly existing under the laws of
Ireland and no steps have been taken or are being taken to appoint a receiver,
examiner or liquidator over it or to wind it up;




2









 







	 	3.2.	 	the Company has the necessary power and authority, and all necessary
corporate and other action has been taken, to enable it to execute, deliver and
perform the obligations undertaken by it under the Agreements, and the implementation
by the Company of the foregoing will not cause:






	 	3.2.1.	 	any limit on it or on its directors (whether imposed by the documents
constituting the Company or by statute or regulation) to be exceeded; or
	 
	 	3.2.2.	 	any law or order to be contravened;






	 	3.3.	 	each of the Agreements to which the Company is party has been duly executed
on behalf of the Company and the obligations on the part of Delos Aircraft Inc. under
the Share Charge are valid and legally binding on and are in a form capable of
enforcement against Delos Aircraft Inc. under the laws of Ireland in the courts of
Ireland, in accordance with their terms;
	 
	 	3.4.	 	no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;
	 
	 	3.5.	 	under the laws of Ireland in force at the date hereof, the claims of the
Collateral Agent against the Company under the Agreements will rank at least pari
passu with the claims of all other unsecured creditors, except claims which rank at
law as preferential claims in a winding up, examinership or receivership;
	 
	 	3.6.	 	it is not necessary or advisable under the laws of Ireland in order to ensure
the legality, validity, enforceability or priority of the obligations or rights of any
party to the Agreements, or the perfection or priority of any security interest
created under any Agreements, that any of the Agreements be filed, registered,
recorded, or notarised in any public office or elsewhere or that any other instrument
relating thereto be signed, delivered, filed, registered or recorded other than the
requirement to file particulars of the charges created pursuant to the Grantor
Supplement and the Share Charge with the Irish Registrar of Companies within 21 days
of their execution;
	 
	 	3.7.	 	the Company is not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;
	 
	 	3.8.	 	in any proceedings taken in Ireland for the enforcement of the New York Law
Agreements, the choice of the law of the State of New York as the governing law of the
contractual rights and obligations of the parties under the New York Law Agreements
would be upheld by the Irish Courts in accordance with and subject to the provisions
of the Rome I Regulation EC No 593/2008 on the Law Applicable to Contractual
Obligations;
	 
	 	3.9.	 	in any proceedings taken in Ireland for the enforcement of a judgment
obtained against the Company in the courts of New York (a Foreign Judgment) the
Foreign Judgment should be recognised and enforced by the courts of Ireland save that
to enforce such a Foreign Judgment in Ireland it would be necessary to obtain an order
of the Irish courts. Such order should be granted on proper proof of the Foreign
Judgment without any re-trial or examination of the merits of the case subject to the
following qualifications:




3









 















	 	3.9.1.	 	that the foreign court had jurisdiction, according to the laws of Ireland;
	 
	 	3.9.2.	 	that the Foreign Judgment was not obtained by fraud;
	 
	 	3.9.3.	 	that the Foreign Judgment is not contrary to public policy or natural
justice as understood in Irish law;
	 
	 	3.9.4.	 	that the Foreign Judgment is final and conclusive;
	 
	 	3.9.5.	 	that the Foreign Judgment is for a definite sum of money; 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.	 	the enforcement of the Company’s obligations under the Credit Agreement, the
Security Agreement and the Intercreditor Agreement in accordance with the terms of the
Assumption Agreement, the Grantor Supplement and the laws of the State of New York
will be recognised and upheld by the Irish courts in accordance with paragraphs 3.8
and 3.9 above. In this respect, we refer you to the assumption at paragraph 2.7 above
and paragraph [ ] of the legal opinion of Clifford Chance as New York counsel to the
Collateral Agent dated the date hereof;
	 
	 	3.11.	 	it is not necessary under the laws of Ireland (a) in order to enable the
Collateral Agent to enforce its rights under the Agreements or (b) by reason of the
execution of the Agreements, that the Collateral Agent should be licensed, qualified
or otherwise entitled to carry on business in Ireland;
	 
	 	3.12.	 	the Agreements will not be liable to any ad valorem tax or duty,
registration tax, stamp duty or any similar tax or duty imposed by a competent
authority of or within Ireland;
	 
	 	3.13.	 	by reason only of the execution, delivery and performance of the Agreements
by the Collateral Agent, it shall not be deemed to be resident, domiciled or carrying
on a trade or business in Ireland;
	 
	 	3.14.	 	there is no applicable usury or interest limitation law in Ireland which
would restrict the recovery of payments in accordance with the Agreements; and
	 
	 	3.15.	 	the Irish Courts will generally recognise the security interests created by
the Company pursuant to the Grantor Supplement in accordance with its terms, provided




4









 












	 	 	 	that such interests or their enforcement are not illegal or contrary to public policy
as
a matter of Irish law, that all Irish law formalities with regard to security
interests and their enforcement have been complied with and that the party creating
the security has absolute title, free from encumbrances and other third party
rights, to such assets.






	4.	 	The opinions set forth in this opinion letter are given subject to the following
qualifications:






	 	4.1.	 	an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an
adequate remedy;
	 
	 	4.2.	 	this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference
of creditors and other Irish law generally affecting the rights of creditors;
	 
	 	4.3.	 	this opinion is subject to the general laws relating to the limitation of
actions in Ireland;
	 
	 	4.4.	 	a determination, description, calculation, opinion or certificate of any
person as to any matter provided for in the Agreements might be held by the Irish
courts not to be final, conclusive or binding if it could be shown to have an
unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;
	 
	 	4.5.	 	additional interest imposed by any clause of any Agreement might be held to
constitute a penalty and the provisions of that clause imposing additional interest
would thus be held to be void. The fact that such provisions are held to be void
would not in itself prejudice the legality and enforceability of any other provisions
of the relevant Agreement but could restrict the amount recoverable by way of interest
under such Agreement;
	 
	 	4.6.	 	claims may be or become subject to defences of set-off or counter-claim;
	 
	 	4.7.	 	pursuant to section 1001 of the Taxes Consolidation Act, 1997, the Collateral
Agent may become liable to make certain payments to the Irish Revenue Commissioners
(the Revenue) by reason of having been granted a fixed charge on book debts of the
Company pursuant to the Grantor Supplement. Such liability would be computed by
reference to (i) amounts of income tax deducted by the Company from the wages of its
employees and (ii) amounts of value added tax in each case owing but not paid by the
Company to the Revenue (Relevant Amounts). However, the liability to pay to the
Revenue amounts received by it from the Company will be limited to amounts received
after the Company shall have been notified in writing by the Revenue that such
Relevant Amounts are due (the Revenue Notice). Further, if the Revenue have received,
within 21 days of execution, prescribed details of the charge created thereby by the
Security Agreement the liability of the Collateral Agent to discharge the Relevant
Amounts will be limited to the Relevant Amounts accruing after the date of the Revenue
Notice;
	 
	 	4.8.	 	under Section 1002 of the Taxes Consolidation Act, 1997, any debt to a person
(including any deposit with a financial institution) may be attached by the Revenue
Commissioners in order to discharge any liabilities of that person in respect of
outstanding tax whether the liabilities are due on its own account or as an agent or




5









 













	 		 	trustee. This right of the Revenue Commissioners (on which there is no case law)
may override the rights of the holders of security (whether fixed or floating) in
relation to the debt in question. Section 1002 could be relevant to the security
created by the Grantor Supplement;
	 
	 	4.9.	 	an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with Council Regulation 2001/44/EC on Jurisdiction and the Enforcement of Judgments;
	 
	 	4.10.	 	there is some possibility that depending on the actual course of dealing
between the parties to the Grantor Supplement, the fixed charges contained in the
Grantor Supplement may not be construed as fixed charges but as floating charges and
so become subject to prior claims of certain statutory preferential creditors;
	 
	 	4.11.	 	the enforceability of severance clauses is at the discretion of the court
and may not be enforceable in all circumstances;
	 
	 	4.12.	 	a waiver of all defences to any proceedings may not be enforceable;
	 
	 	4.13.	 	provisions in any of the Agreements providing for indemnification resulting
from loss suffered on conversion of the amount of a claim made in a foreign currency
into euro in a liquidation may not be enforceable;
	 
	 	4.14.	 	any undertakings contained in any of the Agreements by the Company in
respect of stamp duty may not be held to be binding on the Company; 
	 
	 	4.15.	 	an Irish court may refuse to give effect to undertakings contained in any of the
Agreements that the Company will pay legal expenses and costs in respect of any action
before the Irish courts;
	 
	 	4.16.	 	we express no opinion as to the priority of any of the security created by
the Grantor Supplement or the Share Charge or whether the property or assets comprised
in such security is owned by a Grantor, or whether such property or assets is or are
now or may become subject to any equities or subject to any rights or interests of any
other person ranking in priority to or free of such security or whether they could be
transferred to any other person free of any such security;
	 
	 	4.17.	 	we express no opinion on any taxation matters other than as expressly set
out in paragraph 3.11 or on the contractual terms of the relevant documents other than
by reference to the legal character thereof;




This opinion is addressed only to the Addressees and may be relied upon only by each such Addressee
for its sole benefit in connection with the Transaction and may not be relied on by any assignees
of any such persons or any other person.



Yours faithfully,











6









 






SCHEDULE 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




Bank of America, N.A. as Lender

One Bryant Park

New York

NY 10036




7









 





SCHEDULE 2




The Agreements



All documents are dated as of [ ] 2010 unless otherwise stated




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






8











 



EXHIBIT E-1A



FORM OF OPINION OF CLIFFORD CHANCE US LLP,
COUNSEL TO THE RELEVANT
RELEASE PARTIES


CC DRAFT 3/16/10

Subject to further Opinion Committee Review




[Release Date Opinion]



                    , 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 Term Loan 2 Credit Agreement (the
“Credit Agreement”) dated as of March 17, 2010 among Delos Aircraft Inc. as Borrower (“Delos”), the
Company, Hyperion Aircraft Inc. (“Hyperion”), Apollo Aircraft Inc. (“Apollo”), Artemis (Delos)
Limited (“Artemis”), 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 4.02(d) of the Credit
Agreement in connection with [Apollo’s][Artemis’] acquisition of the Pledged [Beneficial
Interests][Membership Interests] [Stock] of [-]1 (collectively, the “Subject Lessor
Subsidiaries”) [and of [-]2 (collectively, the “Subject Intermediate Lessees”)].



In rendering the opinions expressed below, we have examined executed copies of the following
documents:





	 	[(a) 	 	Collateral Supplement (the “Apollo Collateral Supplement”[, and, together with
the Artemis Collateral Supplement, the “Subject Collateral Supplements”]) dated as of
the date hereof between Apollo and the Collateral Agent;]
	 
	 	[(b) 	 	Collateral Supplement (the “Artemis Collateral Supplement”[, and, together with
the Apollo Collateral Supplement, the “Subject Collateral Supplements”]) dated as of
the date hereof between Artemis and the Collateral Agent;]
	 
	 	[(c) 	 	Security Agreement (as amended, restated, supplemented or otherwise modified
from time to time on or prior to the date hereof, the “Security Agreement”) dated as of
March 17, 2010 among Hyperion, Delos, Artemis, Apollo, the additional grantors party
thereto and the Collateral Agent;]







 




			
	1	 	Insert name of each Lessor Subsidiary whose
Equity Interest will be pledged.
	 
	2	 	Insert name of each Intermediate Lessee whose
Equity Interest will be pledged.




- 1 -









 











	 	[(d) 	 	Credit Agreement;]
	 
	 	[(e) 	 	list any amendments (the “Amendments”)]




Each of the Company, Delos, Hyperion and Apollo is referred to herein as a “US Obligor”. Artemis
and each US Obligor is referred to herein as an “Obligor”. Each of the [Credit Agreement, the
Security Agreement, and the [-]3][and [the Amendments] 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 the Collateral does not include any Aircraft, Engines or Parts (as such terms
are defined in the FAA Act), or Aircraft Objects (as defined in the Cape Town Convention), or
leases thereof or other interests therein.



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”), Artemis is 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.






 




			
	3	 	Insert Apollo Collateral Supplement, Artemis
Collateral Supplement or Subject Collateral Supplements, as applicable.




- 2 -









 









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) 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;




          (vi) the certificates representing the Pledged [Beneficial Interests] [Membership Interests]
[Stock] (used herein to mean the Pledged [Beneficial Interests] [Membership Interests] [Stock]
certificates listed in a schedule to the Security Agreement) each Subject Lessor Subsidiary [and
each Subject Intermediate Lessee] are in the possession of the Collateral Agent, together with the
duly executed in blank instrument of transfer in respect thereof;




          (vii) the instruments representing the Pledged Debt (used herein to mean the Pledged Debt
instruments listed in a schedule to the Security Agreement) of each Subject Lessor Subsidiary are
in the possession of the Collateral Agent; and




          (viii) No Transaction Document has been amended or modified since original execution and
delivery thereof, except as set forth in the Amendments.



Based upon the foregoing and subject to the qualifications and limitations set forth below, we are
of the opinion that:




     1. The Security Agreement is a valid and binding obligation of each Subsidiary Holdco,
enforceable against such Subsidiary Holdco in accordance with its terms.



     2. The execution and delivery by each Subsidiary Holdco of the Security Agreement does not,
and the performance by such Subsidiary Holdco of its obligations thereunder will not, cause such
Subsidiary Holdco 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 Subsidiary Holdco of the Security Agreement 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.



- 3 -









 





     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 Subsidiary Holdco in the Collateral (as
defined in the Security Agreement) 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. To the extent that the creation of security interests in the Collateral is governed by the
NYUCC, perfection of such security interests in such collateral consisting of investment property,
general intangibles, tangible chattel paper, accounts, equipment and other goods and other rights
and/or property in which a security interest can be perfected under the NYUCC is governed, under
Section 9-301 of the NYUCC, by the local laws of the jurisdiction where the applicable grantor is
located, except that perfection of a possessory security interest in such Collateral is governed,
under Section 9-301 of the NYUCC, by the local laws of the jurisdiction of the location of such
Collateral. Except for (a) the Collateral Agent taking delivery of the certificates which
represent the entire interest of the Pledged [Beneficial Interest] [Membership Interest] [Stock] in
Subject Lessor Subsidiary and each Subject Intermediate Lessee, along with, in each case, a duly
executed in blank instrument of transfer of such Pledged Stock, and (b) the filing of each
Financing Statement in the filing office named therein with respect to the Collateral, no further
action, including the filing or recording of any document, is necessary under the Uniform
Commercial Code of the State of California (the “CALUCC”), the Uniform Commercial Code of the
District of Columbia (the “DCUCC”) or the laws of the State of New York or of the United States in
order to perfect the security interests created under the Security Agreement in such Pledged Stock
or other Collateral to the extent the perfection of a security interest thereon may be effected
under the NYUCC by the filing of a Financing Statement under the NYUCC.


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
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:







- 4 -









 









     (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 or the Convention
on the International Recognition of Rights in Aircraft signed at Geneva on June 19, 1948 on
any issue covered in this opinion letter.




     (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
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



- 5 -









 







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 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 Artemis 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



- 6 -









 







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, and to 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 laws of the State of New York and 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.



This opinion is rendered solely for your benefit (and the benefit of your successors and permitted
assigns) in connection with the Transaction Documents 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







- 7 -









 








UCC Financing Statements




- 8 -









 





Schedule 1



Bank of America, N.A. as administrative agent, collateral agent and lender



Goldman Sachs Lending Partners LLC, as syndication agent and joint lead arranger



Banc of America Securities LLC, as joint lead arranger



[Additional Lenders]





- 9 -











 




EXHIBIT E-1B



FORM OF OPINION OF IN-HOUSE COUNSEL
TO THE RELEVANT RELEASE
PARTIES



[ILFC Letterhead]




                          , 20     



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 (“ILFC”), in connection
with that certain Term Loan 2 Credit Agreement, dated as of March 17, 2010 (the “Term Loan 2
Credit Agreement”), among Delos Aircraft Inc., a California corporation (the “Term Loan 2
Borrower”), ILFC, Hyperion Aircraft Inc., a California corporation (the “Parent
Holdco”), Apollo Aircraft Inc., a California corporation (the “CA Subsidiary Holdco”),
Artemis (Delos) Limited, a private limited liability company incorporated under the laws of Ireland
(the “Irish Subsidiary Holdco” and together with ILFC, the Parent Holdco and the CA
Subsidiary Holdco, the “Guarantors”), the lenders from time to time party to the Term Loan
2 Credit Agreement (collectively, the “Term Loan 2 Lenders”), Bank of America, N.A.
(“Bank of America”), as administrative agent (in such capacity, the “Term Loan 2
Administrative Agent”), Bank of America, as collateral agent (in such capacity, the “Term
Loan 2 Collateral Agent”) and Goldman Sachs Lending Partners LLC (“Goldman Sachs”), as
syndication agent (in such capacity, the “Term Loan 2 Syndication Agent”).



     This opinion is being furnished pursuant to Section 4.02(d) of the Term Loan 2 Credit
Agreement. Capitalized terms used and not otherwise defined herein shall have the respective
meanings set forth in the Term Loan 2 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 that certain Collateral Supplement, dated as of ___, 20___(the
“Collateral Supplement No. [___]”), made by the CA Subsidiary Holdco to the Term Loan 2
Collateral Agent and duly acknowledged and agreed to by the Term Loan 2 Collateral Agent;



     (b) an executed copy of that certain Security Agreement, dated as of March 17, 2010 (the
“Security Agreement”), among the Term Loan 2 Borrower, the Parent Holdco, the CA Subsidiary
Holdco, the Irish Subsidiary Holdco, the additional grantors from time to time party thereto and
the Term Loan 2 Collateral Agent;



 









 





To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 2 of 10




     (c) a Share Charge, dated as of                           , 20      (the “Share Charge”), between the CA
Subsidiary Holdco and the Term Loan 2 Collateral Agent, in respect of the shares of each of the
relevant Lessor Subsidiaries [and each of the relevant Intermediate Lessees];



     (d) a true and complete copy of the Articles of Incorporation of the CA Subsidiary Holdco, as
certified by the Secretary of the CA Subsidiary Holdco on                           , 20      (the “CA Subsidiary
Holdco’s Articles of Incorporation”);



     (e) a true and complete copy of the Bylaws of the CA Subsidiary Holdco, as certified by the
Secretary of the CA Subsidiary Holdco on                           , 20      (the “CA Subsidiary Holdco’s
Bylaws”);



     (f) a true and complete copy of the resolutions of the Board of Directors of the CA Subsidiary
Holdco, adopted on March 11, 2010 (“CA Subsidiary Holdco’s Resolutions”) by unanimous
written consent; and



     (g) a true and complete copy of the certificates, each dated                           , 20     , from the
Secretary of State of the State of California and the Franchise Tax Board of the State of
California, as to the CA Subsidiary Holdco’s existence and good standing in the State of
California.



     The Collateral Supplement, the Security Agreement and the Share Charge are referred to herein,
individually, as a “Transaction Document” and, collectively, as the “Transaction
Documents”.



     I have also examined originals or copies, certified or otherwise identified to my
satisfaction, of such records of the CA Subsidiary Holdco and such agreements, certificates and
receipts of public officials, certificates of officers or other representatives of the CA
Subsidiary Holdco 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 CA
Subsidiary Holdco and others and of public officials.



     The opinions set forth below are subject to the following further qualifications, further
assumptions and limitations:



 









 





To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 3 of 10




     (a) the opinion set forth in paragraph 1 below with respect to the due incorporation, valid
existence and good standing status of the CA Subsidiary Holdco 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
customarily applicable to transactions of the type contemplated by the Transaction 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; (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 CA Subsidiary Holdco) in the transactions contemplated
by the Transaction 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 an CA Subsidiary Holdco under Applicable Laws;



     (c) I do not express any opinion as to the validity, binding effect or enforceability of the
Transaction 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 Transaction Documents (other than the CA Subsidiary
Holdco 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 CA Subsidiary Holdco 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



 









 





To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 4 of 10



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. CA Subsidiary Holdco is a corporation duly organized, validly existing and in good standing
under the laws of the State of California.



     2. CA Subsidiary Holdco has the requisite corporate power and authority to execute, deliver
and perform its obligations under the Transaction Documents. The execution, delivery and
performance by the CA Subsidiary Holdco of the Transaction Documents has been duly authorized by
all necessary action on the part of the CA Subsidiary Holdco.



     3. The execution and delivery of the Transaction Documents, does not, and the performance by
the CA Subsidiary Holdco of its obligations thereunder, each in accordance with its terms, do not
(a) conflict with the CA Subsidiary Holdco’s Articles of Incorporation or 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 an CA Subsidiary Holdco 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 Transaction Documents to which it is a party, each in accordance with its terms, by
the CA Subsidiary Holdco.



     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 any of the Transaction Documents, the
choice of New York law as the substantive law governing such Transaction Documents should be
recognized and such law should be applied except as may otherwise be provided under the Transaction
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 the
Transaction 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 Transaction Documents to
which it is a party by the CA Subsidiary Holdco, and may not be relied upon in any manner or for
any purpose by, nor may copies of this opinion letter be



 









 





To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 5 of 10



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 CA Subsidiary Holdco 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 CA
Subsidiary Holdco. I am rendering these opinions and this opinion letter in my capacity as
Corporate Counsel of ILFC and not individually.




Very truly yours,




Czar Vigil

Corporate Counsel




 









 





To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 6 of 10




Schedule I




Bank of America, N.A., as Term Loan 2 Administrative Agent and Term Loan 2 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 Term Loan 2 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




[Lenders]




 









 





To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 7 of 10




Schedule II




Applicable Contracts


1. Restated Articles of Incorporation of ILFC.



2. Amended and Restated By-Laws of ILFC.



3. Indenture dated as of November 1, 1991, between ILFC 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 ILFC and
U.S. Bank Trust National Association.



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



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



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



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



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



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



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



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



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






 









 








To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 8 of 10



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



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



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



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



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



19. Supplemental Agency Agreement, dated Septemeber 4, 2009, among ILFC, Citibank, N.A. and Dexia
Banque Internationale à Luxembourg, société anonyme.



20. Indenture, dated as of August 1, 2006, between ILFC and Deutsche Bank Trust Company Americas,
as Trustee.



21. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as
borrower, ILFC, 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.






 









 








To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 9 of 10



26. $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among ILFC,
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 ILFC, CitiCorp USA, Inc., as Administrative Agent, and the other financial
institutions listed therein.



28. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among ILFC,
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 ILFC, certain subsidiaries
of ILFC 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 ILFC,
certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC 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 ILFC,
certain subsidiaries of ILFC named therein for the benefit of the Federal Reserve Bank of New York.



33. Amendment Agreement, dated as of November 23, 2009, among ILFC, certain subsidiaries of ILFC
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 ILFC, certain subsidiaries
of ILFC 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 ILFC, certain
subsidiaries of ILFC 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 ILFC, certain subsidiaries of ILFC named therein, AIG Funding, Inc., as
lender, and the Federal Reserve Bank of New York.





 









 








To the addressees set forth

on Schedule I attached hereto

                          , 20     

Page 10 of 10



37. Amendment to Schedules of Certain Loan Documents, dated as of December 15, 2009, among ILFC,
certain subsidiaries of ILFC 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
ILFC, certain subsidiaries of ILFC named therein, AIG Funding, Inc., as lender, the Federal Reserve
Bank of New York and Wells Fargo Bank Northwest, National Association, as security trustee.





 











 



EXHIBIT E-1C



FORM OF OPINION OF A&L GOODBODY,
COUNSEL TO THE RELEVANT
RELEASE PARTIES




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 March 17, 2010 (the Credit
Agreement) between Delos Aircraft Inc., as borrower, International Lease Finance Corporation
(ILFC), Artemis (Delos) Limited (Artemis), Hyperion Aircraft Inc. and Apollo Aircraft Inc.
(Apollo) as Guarantors, the lenders identified therein as Lenders, Banc of America N.A., as
Administrative Agent and Collateral Agent (the Collateral Agent), Goldman Sachs Lending Partners
LLC as Syndication Agent and Banc of America Securities LLC and Goldman Sachs Lending Partners LLC
as Joint Lead Arrangers (the Credit Agreement) (the Transaction).





	1.	 	We have examined copies of






	 	1.1.	 	the Credit Agreement;
	 
	 	1.2.	 	the Security Agreement dated [ ] 2010 among Delos Aircraft Inc., the Company
and the additional grantors referred to therein as grantors and the Collateral Agent
as collateral agent (as amended, supplemented or otherwise modified from time to time
prior to the date hereof, the Security Agreement);
	 
	 	1.3.	 	the agreements listed in Schedule 2 hereto (the Agreements);
	 
	 	1.4.	 	a corporate certificate of Artemis dated [ ] 2010 (the Artemis Certificate)
attaching:  






	 	1.4.1.	 	copies of the certificate of incorporation and memorandum and articles
of association of Artemis;
	 
	 	1.4.2.	 	list of directors and secretary of Artemis;
	 
	 	1.4.3.	 	a copy of the resolutions passed at the meeting of the board of directors of
Artemis dated [ ] 2010;
	 
	 	1.4.4.	 	a copy of the power of attorney of Artemis dated [       ] 2010; and
	 
	 	1.4.5.	 	a copy of the specimen signatures;






	 	1.5.	 	[a corporate certificate of [insert details of Irish-incorporated Subject
Lessor Subsidiary] (the Subject Lessor Subsidiary) dated [ ] 2010 (the Subject Lessor
Subsidiary Certificate) attaching:  






	 	1.5.1.	 	copies of the certificate of incorporation and memorandum and articles
of association of the Subject Lessor Subsidiary;




 









 












	 	1.5.2.	 	list of directors and secretary of the Subject Lessor Subsidiary;
	 
	 	1.5.3.	 	a copy of the resolutions passed at the meeting of the board of directors of
the Subject Lessor Subsidiary dated [ ] 2010;
	 
	 	1.5.4.	 	a copy of the power of attorney of the Subject Lessor Subsidiary dated [ ]
2010; and
	 
	 	1.5.5.	 	a copy of the specimen signatures;]






	 	1.6.	 	[a corporate certificate of [insert details of Irish-incorporated Subject
Intermediate Lessee] (the Subject Intermediate Lessee) dated [ ] 2010 (the Subject
Intermediate Lessee Certificate) attaching:  






	 	1.6.1.	 	copies of the certificate of incorporation and memorandum and articles
of association of the Subject Intermediate Lessee;
	 
	 	1.6.2.	 	list of directors and secretary of the Subject Intermediate Lessee;
	 
	 	1.6.3.	 	a copy of the resolutions passed at the meeting of the board of directors of
the Subject Intermediate Lessee dated [ ] 2010;
	 
	 	1.6.4.	 	a copy of the power of attorney of the Subject Intermediate Lessee dated [ ]
2010; and
	 
	 	1.6.5.	 	a copy of the specimen signatures;]






	 	 	and such other documents as we have considered necessary or desirable to examine in order
that we may give this opinion.
	 
	 	 	Terms defined in the Credit Agreement have the same meaning in this opinion letter.
	 
	 	 	[Artemis, the Subject Lessor Subsidiary and the Subject Intermediate Lessee are together
called the Companies and each a Company. The Artemis Certificate, the Subject Lessor
Subsidiary Certificate and the Subject Intermediate Lessee Certificate are together called
the Certificates and each a Certificate.]






	2.	 	For the purpose of giving this opinion we have assumed:






	 	2.1.	 	the authenticity of all documents submitted to us as originals and the
completeness and conformity to the originals of all copies of documents of any kind
furnished to us;
	 
	 	2.2.	 	that the copies produced to us of minutes of meetings and/or of resolutions
are true copies and correctly record the proceedings of such meetings and/or the
subject-matter which they purport to record and that any meetings referred to in such
copies were duly convened and held and that all resolutions set out in such minutes
were duly passed and are in full force and effect;
	 
	 	2.3.	 	the genuineness of the signatures and seals on all original and copy
documents which we have examined;
	 
	 	2.4.	 	that the memorandum and articles of association of the Companies attached to
each of the Certificates are correct and up to date;




2









 






	 	2.5.	 	the accuracy and completeness as to factual matters of the representations,
warranties and certificates of the Companies contained in each of the Certificates and
the accuracy of all certificates provided to us by the Companies;
	 
	 	2.6.	 	that there are no agreements or arrangements in existence which in any way
amend or vary the terms of the Transaction as disclosed by the Agreements;
	 
	 	2.7.	 	without having made any investigation that the terms of the Agreements[,
other than the Share Charges,]1 are lawful and fully enforceable
under the laws of the State of New York and any other applicable laws other than the
laws of Ireland and that the Agreements[, other than the Share
Charges,]2 create valid and enforceable security interests in
accordance with its terms under the laws of the State of New York;
	 
	 	2.8.	 	without having made any investigation, that [Artemis]/[Apollo] is the
beneficial owner free from encumbrances of all right, title and interst in and to the
[Charged Property] (as defined in the Share Charges) and that it has delivered, or will deliver, to
the Collateral Agent each of the documents listed in Clause [ ] of each of the
Share Charges;
	 
	 	2.9.	 	the accuracy and completeness of all information appearing on public records;
and
	 
	 	2.10.	 	that each of the Companies has entered into the Transaction in good faith,
for its legitimate business purposes, for good consideration, and that it derives
commercial benefit from the Transaction commensurate with the risks undertaken by it
in the Transactions.






	3.	 	We express no opinion as to any matters falling to be determined other than under the laws of
Ireland and, without reference to provisions of other laws imported by Irish private
international law, in Ireland as of the date of this letter. Subject to that qualification
and to the other qualifications set out herein, we are of the opinion that:






	 	3.1.	 	each of the Companies is a company duly incorporated under the laws of
Ireland and is a separate legal entity, subject to suit in its own name. Based only
on searches carried out in the Irish Companies Registration Office and the Central
Office of the High Court on the date hereof, each of the Companies is validly existing
under the laws of Ireland and no steps have been taken or are being taken to appoint a
receiver, examiner or liquidator over it or to wind it up;
	 
	 	3.2.	 	each of the Companies has the necessary power and authority, and all
necessary corporate and other action has been taken, to enable it to execute, deliver
and perform the obligations undertaken by it under the Agreements, and the
implementation by the Companies of the foregoing will not cause:






	 	3.2.1.	 	any limit on it or on its directors (whether imposed by the documents
constituting the Companies or by statute or regulation) to be exceeded; or
	 
	 	3.2.2.	 	any law or order to be contravened;







 




			
	1	 	To be inserted where Share Charges are
governed by Irish law
	 
	2	 	To be inserted where Share Charges are
governed by Irish law




3









 








	 	3.3.	 	the Agreements to which any Company is party has been duly executed on behalf
of that Company [and the obligations on the part of [Artemis]/[Apollo] under the Share
Charges are valid and legally binding on and are in a form capable of enforcement
against [Artemis]/[Apollo] under the laws of Ireland in the courts of Ireland, in
accordance with their terms]3;
	 
	 	3.4.	 	no authorisations, approvals, licences, exemptions or consents of
governmental or regulatory authorities with respect to the Agreements are required to
be obtained in Ireland;
	 
	 	3.5.	 	under the laws of Ireland in force at the date hereof, the claims of the
Collateral Agent against the Companies under the Agreements will rank at least pari
passu with the claims of all other unsecured creditors, except claims which rank at
law as preferential claims in a winding up, examinership or receivership;
	 
	 	3.6.	 	it is not necessary or advisable under the laws of Ireland in order to ensure
the legality, validity, enforceability or priority of the obligations or rights of any
party to the Agreements, or the perfection or priority of any security interest
created under the Agreements, that the Agreements be filed, registered, recorded, or
notarised in any public office or elsewhere or that any other instrument relating
thereto be signed, delivered, filed, registered or recorded other than the requirement
to file particulars of the charges created pursuant to the Agreements with the Irish
Registrar of Companies within 21 days of their execution.
	 
	 	3.7.	 	the Companies are not entitled to claim any immunity from suit, execution,
attachment or other legal process in Ireland;
	 
	 	3.8.	 	in any proceedings taken in Ireland for the enforcement of the Collateral
Supplement (as defined in Schedule 2 hereto)4, the choice of the
law of the State of New York as the governing law of the contractual rights and
obligations of the parties under the Agreement would be upheld by the Irish Courts in
accordance with and subject to the provisions of the Rome I Regulation EC No 593/2008
on the Law Applicable to Contractual Obligations;
	 
	 	3.9.	 	in any proceedings taken in Ireland for the enforcement of a judgment
obtained against Artemis5 in the courts of New York (a Foreign
Judgment) the Foreign Judgment should be recognised and enforced by the courts of
Ireland save that to enforce such a Foreign Judgment in Ireland it would be necessary
to obtain an order of the Irish courts. Such order should be granted on proper proof
of the Foreign Judgment without any re-trial or examination of the merits of the case
subject to the following qualifications:






	 	3.9.1.	 	that the foreign court had jurisdiction, according to the laws of Ireland;







 




			
	3	 	To be inserted where Share Charges are
governed by Irish law
	 
	4	 	Include reference to any other document
governed by a foreign law
	 
	5	 	Include reference to any other
Irish-incorporated entity party to a New York law Agreement




4









 









	 	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 Artemis but such order may be issued
out of the Central Office of the Irish High Court expressed in euro by reference to
the official rate of exchange prevailing on the date of issue of such order.
However, in the event of a winding up of Artemis, amounts claimed by or against
Artemis in a currency other than the euro (the Foreign Currency) would, to the
extent properly payable in the winding up, be paid if not in the Foreign Currency
in the euro equivalent of the amount due in the Foreign Currency converted at the
rate of exchange pertaining on the date of the commencement of such winding up;






	 	3.10.	 	the enforcement of the Company’s obligations under the Security Agreement in
accordance with the terms of the Assumption Agreement dated [ ] 2010, the Collateral
Supplement and the laws of the State of New York will be recognised and upheld by the
Irish courts in accordance with paragraphs 3.8 and 3.9 above. In this respect, we
refer you to the assumption at paragraph 2.7 above and paragraph [ ] of the legal
opinion of Clifford Chance as New York counsel to the Collateral Agent dated [ ]
20106;
	 
	 	3.11.	 	it is not necessary under the laws of Ireland (a) in order to enable the
Collateral Agent to enforce its rights under the Agreements or (b) by reason of the
execution of the Agreements, that the Collateral Agent should be licensed, qualified
or otherwise entitled to carry on business in Ireland;
	 
	 	3.12.	 	the Agreements will not be liable to any ad valorem tax or duty,
registration tax, stamp duty or any similar tax or duty imposed by a competent
authority of or within Ireland;
	 
	 	3.13.	 	by reason only of the execution, delivery and performance of the Agreements
by the Collateral Agent, it shall not be deemed to be resident, domiciled or carrying
on a trade or business in Ireland;
	 
	 	3.14.	 	there is no applicable usury or interest limitation law in Ireland which
would restrict the recovery of payments in accordance with the Agreements; and
	 
	 	3.15.	 	the Irish Courts will generally recognise the security interests created by
the Companies pursuant to the Agreements in accordance with its terms, provided that
such interests or their enforcement are not illegal or contrary to public policy as a
matter of Irish law, that all Irish law formalities with regard to security interests
and







 




			
	6	 	Insert date of CC Effective Date opinion




5









 









	 	 	 	their enforcement have been complied with and that the party creating the security
has absolute title, free from encumbrances and other third party rights, to such
assets.






	4.	 	The opinions set forth in this opinion letter are given subject to the following
qualifications:






	 	4.1.	 	an order of specific performance or any other equitable remedy is a
discretionary remedy and is not available when damages are considered to be an
adequate remedy;
	 
	 	4.2.	 	this opinion is given subject to general provisions of Irish law relating to
insolvency, bankruptcy, liquidation, reorganisation, receivership, moratoria, court
scheme of arrangement, administration and examination, and the fraudulent preference
of creditors and other Irish law generally affecting the rights of creditors;
	 
	 	4.3.	 	this opinion is subject to the general laws relating to the limitation of
actions in Ireland;
	 
	 	4.4.	 	a determination, description, calculation, opinion or certificate of any
person as to any matter provided for in any of the Agreements might be held by the
Irish courts not to be final, conclusive or binding if it could be shown to have an
unreasonable, incorrect, or arbitrary basis or not to have been made in good faith;
	 
	 	4.5.	 	additional interest imposed by any clause of any of the Agreements might be
held to constitute a penalty and the provisions of that clause imposing additional
interest would thus be held to be void. The fact that such provisions are held to be
void would not in itself prejudice the legality and enforceability of any other
provisions of the relevant Agreement but could restrict the amount recoverable by way
of interest under such Agreement;
	 
	 	4.6.	 	claims may be or become subject to defences of set-off or counter-claim;
	 
	 	4.7.	 	pursuant to section 1001 of the Taxes Consolidation Act, 1997, the Collateral
Agent may become liable to make certain payments to the Irish Revenue Commissioners
(the Revenue) by reason of having been granted a fixed charge on book debts of the
Companies pursuant to the Agreements. Such liability would be computed by reference to
(i) amounts of income tax deducted by the relevant Company from the wages of its
employees and (ii) amounts of value added tax in each case owing but not paid by the
relevant Company to the Revenue (Relevant Amounts). However, the liability to pay to
the Revenue amounts received by it from the Companies will be limited to amounts
received after the relevant Company shall have been notified in writing by the Revenue
that such Relevant Amounts are due (the Revenue Notice). Further, if the Revenue have
received, within 21 days of execution, prescribed details of the charges created
thereby by the Agreement the liability of the Collateral Agent to discharge the
Relevant Amounts will be limited to the Relevant Amounts accruing after the date of
the Revenue Notice;
	 
	 	4.8.	 	under Section 1002 of the Taxes Consolidation Act, 1997, any debt to a person
(including any deposit with a financial institution) may be attached by the Revenue
Commissioners in order to discharge any liabilities of that person in respect of
outstanding tax whether the liabilities are due on its own account or as an agent or
trustee. This right of the Revenue Commissioners (on which there is no case law) may
override the rights of the holders of security (whether fixed or floating) in relation




6









 





	 	 	 	to the debt in question. Section 1002 could be relevant to the security created by
the Agreements;
	 
	 	4.9.	 	an Irish court has power to stay an action where it is shown that there is
some other forum having competent jurisdiction which is more appropriate for the trial
of the action, in which the case can be tried more suitably for the interests of all
the parties and the ends of justice, and where staying the action is not inconsistent
with Council Regulation 2001/44/EC on Jurisdiction and the Enforcement of Judgments;
	 
	 	4.10.	 	there is some possibility that depending on the actual course of dealing
between the parties to the Agreements, the fixed charges contained in the Agreements
may not be construed as fixed charges but as floating charges and so become subject to
prior claims of certain statutory preferential creditors;
	 
	 	4.11.	 	the enforceability of severance clauses is at the discretion of the court
and may not be enforceable in all circumstances;
	 
	 	4.12.	 	a waiver of all defences to any proceedings may not be enforceable;
	 
	 	4.13.	 	provisions in any of the Agreements providing for indemnification resulting
from loss suffered on conversion of the amount of a claim made in a foreign currency
into euro in a liquidation may not be enforceable;
	 
	 	4.14.	 	any undertakings contained in any of the Agreements by any of the Companies
in respect of stamp duty may not be held to be binding on the relevant
Company; 
	 
	 	4.15.	 	an Irish court may refuse to give effect to undertakings contained in any
Agreement that any of the Companies will pay legal expenses and costs in respect of
any action before the Irish courts;
	 
	 	4.16.	 	we express no opinion as to the priority of any of the security created by
the Agreements or whether the property or assets comprised in such security is owned
by relevant chargor thereunder, or whether such property or assets is or are now or
may become subject to any equities or subject to any rights or interests of any other
person ranking in priority to or free of such security or whether they could be
transferred to any other person free of any such security; and
	 
	 	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.




This opinion is addressed only to the Addressees and may be relied upon only by each such Addressee
for its sole benefit in connection with the Transaction and may not be relied on by any assignees
of any such persons or any other person.



Yours faithfully,











7









 






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



[Lenders]






8









 








SCHEDULE 2




The Agreements



Each of the Agreements is dated [ ] 2010 unless otherwise stated




	1.	 	[Share Charge between [Artemis]/[Apollo] as chargor and the Collateral Agent as charge in
respect of the shares in each Subject Lessor Subsidiary (the Subject Lessor Subsidiary Share
Charge)]7
	 
	2.	 	[Share Charge between [Artemis]/Apollo] as chargor and the Collateral Agent as charge in
respect of the shares in each Subject Intermediate Lessee (the Subject Intermediate Lessee
Share Charge, together with the Subject Lessor Subsidiary Share Charge, the Share
Charges)]8
	 
	3.	 	Collateral Supplement from Artemis to the Collateral Agent, duly acknowledged and agreed to
by the Collateral Agent (the Collateral Supplement)







 




			
	7	 	To be inserted where (i) Share Charges
are governed by Irish law or (ii) chargor is Artemis
	 
	8	 	To be inserted where (i) Share Charges
are governed by Irish law or (ii) chargor is Artemis






9











 








EXHIBIT E-2




FORM OF OPINION OF DAUGHERTY, FOWLER, PEREGRIN, HAUGHT & JENSON



DFPH&J DRAFT

___/___/10




(NO EXISTING IR REGISTRATIONS)




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)



___, 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:











E-2-1 









 






To the Parties Named on

Schedule 1 attached hereto

_________ ___, 2010

Page 2





	(a)	 	the Airframe and the Engines are not subject to any International
Interests that have not been discharged; and,

	 
	(b)	 	the Sale has been duly registered on the IR and constitutes a Sale, with respect to the
Airframe and the Engines;

	 
	3.	 	the Sale is entitled to the priorities, protections and benefits of the CTT, subject to the
statements on Exhibit A attached hereto; and,

	 
	4.	 	no further registration on the IR of the Sale is required under the CTT in order to maintain
the effectiveness and priority thereof.






          In the event the Sale 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







E-2-2









 






SCHEDULE 1



Delos Aircraft Inc.



International Lease Finance Corporation



Hyperion Aircraft Inc.



Apollo Aircraft Inc.



Artemis (Delos) Limited



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



[Lenders]






E-2-3









 






SCHEDULE 2




[the Priority Search Certificates attached hereto]






E-2-2-4









 






SCHEDULE 3




Description of Sale



          Contract of Sale registered with the International Registry ___, 2010 between
International Lease Finance Corporation, as Seller, and ___, as Buyer, as set forth on
the Priority Search Certificates, with respect to the Airframe and the Engines.






E-2-5









 






EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:





	(i)	 	the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;







	(ii)	 	the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;







	(iii)	 	the Sale is effective to constitute a Sale subject to the CTT and registration on the IR;







	(iv)	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;







	(v)	 	all registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;







	(vi)	 	there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.





In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	 	(i)	 	in respect of rights derived from registrations with the IR does not cover
liens, claims or encumbrances which are perfected without the filing of notice
thereof;







A-0









 







	 	(ii)	 	does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR;
and,
	 
	 	(iii)	 	does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.







A-1











 





DFPH&J DRAFT

___/___/10




(EXISTING IR REGISTRATION)




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)



___, 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 2





	(a)	 	the Airframe and the Engines are subject only to the Lease International
Interest, which has been assigned by the Lease Assignment Interest;

	 
	(b)	 	the Lease International Interest has been duly registered on the IR and constitutes a first
priority International Interest in the Airframe and the Engines;

	 
	(c)	 	the Lease Assignment Interest has been duly registered on the IR as an assignment of the
Lease International Interest; and,

	 
	(d)	 	the Sale has been duly registered on the IR and constitutes a Sale, with respect to the
Airframe and the Engines;

	 
	3.	 	the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto; and,

	 
	4.	 	no further registration on the IR of the CTT Interests is required under the CTT in order to
maintain the effectiveness and priority thereof.






          In the event the CTT Interests are not subject to the CTT, then the interests created thereby
are 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



Delos Aircraft Inc.



International Lease Finance Corporation



Hyperion Aircraft Inc.



Apollo Aircraft Inc.



Artemis (Delos) Limited



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



[Lenders]




 









 






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 Lease Assignment Interest




          Assignment of an International Interest registered with the International Registry ___
___, 2010 between International Lease Finance Corporation, as Assignor, and ___, as
Assignee, as set forth on the Priority Search Certificates, with respect to the Airframe and the
Engines.




Description of Sale




          Contract of Sale registered with the International Registry ___, 2010 between
International Lease Finance Corporation, as Seller, and ___, as Buyer, 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 Lease Assignment Interest and the Sale are referred to
collectively as the “CTT Interests”.





Σ 3 - 1 









 






EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:





	(i)	 	the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;

	 
	(ii)	 	the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;

	 
	(iii)	 	the CTT Interests are effective to constitute an International Interest, an Assignment of an
International Interest or a Sale subject to the CTT and registration on the IR;

	 
	(iv)	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;

	 
	(v)	 	all registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;

	 
	(vi)	 	there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.





In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	 	(i)	 	in respect of rights derived from registrations with the IR does not cover
liens, claims or encumbrances which are perfected without the filing of notice
thereof;





A- 0 









 







	 	(ii)	 	does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR;
and,
	 
	 	(iii)	 	does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.








A - 1 











 





DFPH&J DRAFT

___/___/10




(MULTIPLE EXISTING IR REGISTRATIONS)




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)



______
___, 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 2





	(a)	 	the Airframe and the Engines are subject only to the Lease International
Interest, which has been assigned by the Lease Assignment Interest;

	 
	(b)	 	the Lease International Interest has been duly registered on the IR and constitutes a first
priority International Interest in the Airframe and the Engines;

	 
	(c)	 	the Lease Assignment Interest has been duly registered on the IR as an assignment of the
Lease International Interest;

	 
	(d)	 	the Sale has been duly registered on the IR and constitutes a Sale, with respect to the
Airframe and the Engines; and,

	 
	(e)	 	the Discharge has been duly registered on the IR as a Discharge of the Head Lease
International Interest;

	 
	3.	 	the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto; and,

	 
	4.	 	no further registration on the IR of the CTT Interests is required under the CTT in order to
maintain the effectiveness and priority thereof.






          In the event the CTT Interests are not subject to the CTT, then the interests created thereby
are 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



Delos Aircraft Inc.



International Lease Finance Corporation



Hyperion Aircraft Inc.



Apollo Aircraft Inc.



Artemis (Delos) Limited



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



[Lenders]









 









 








SCHEDULE 2




[the Priority Search Certificates attached hereto]








 









 









SCHEDULE 3




Description of Lease 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 Lease Assignment Interest




          Assignment of an International Interest registered with the International Registry ___
___, 2010 between ILFC Ireland Limited, as Assignor, and ___, 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 Sale




          Contract of Sale registered with the International Registry ___, 2010 between
International Lease Finance Corporation, as Seller, and ___, as Buyer, as set forth on
the Priority Search Certificates, with respect to the Airframe and the Engines.




Description of Discharge




          Discharge of an International Interest registered with the International Registry ___
___, 2010 by International Lease Finance Corporation, as Creditor, as set forth on the Priority
Search Certificates, with respect to the Airframe and the Engines.




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 CTT Interests




          The Lease International Interest, the Lease Assignment Interest, the Sale and the Discharge
are referred to collectively as the “CTT Interests”.









Σ 3 - 1 









 








EXHIBIT A




Assumptions and Limitations


In rendering the foregoing opinion we have assumed that:





	(i)	 	the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;

	 
	(ii)	 	the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;

	 
	(iii)	 	the CTT Interests are effective to constitute an International Interest, an Assignment of an
International Interest, a Sale or a Discharge subject to the CTT and registration on the IR;

	 
	(iv)	 	all of the registrations indicated on the Priority Search Certificates are fully and properly
constituted and validly created under the CTT;

	 
	(v)	 	any registrations on the IR pertaining to the Airframe and the Engines are valid, enforceable
and sufficient under the relevant applicable law or the CTT to create, effect or terminate the
rights and interests they purport to create, effect or terminate;

	 
	(vi)	 	there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates.





In addition, since our examination was limited to records maintained by the IR, our opinion is
subject to the following limitations:





	 	(i)	 	in respect of rights derived from registrations with the IR does not cover
liens, claims or encumbrances which are perfected without the filing of notice
thereof;




A-0









 






	 	(ii)	 	does not cover liens perfected in foreign jurisdictions, except to the extent
applicable law would regulate their priority based on registration with the IR;
and,
	 
	 	(iii)	 	does not cover any rights to arrest or detain an airframe or an engine
under any applicable law.







A-1











 





DFPH&J DRAFT

___/___/10




(For the Letterhead of Daugherty, Fowler, Peregrin, Haught & Jenson)




________ __, 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, we examined and filed with the FAA the following described instruments
at the respective times listed below:



 









 





To the Parties Named on

Schedule 1 attached hereto

                       , 2010

Page 2





	 	(a)	 	AC Form 8050-2 Aircraft Bill of Sale dated ______, 2010 (the “FAA Bill of
Sale”) by International Lease Finance Corporation (“ILFC”), as seller, conveying
title to the Airframe to ______(the “Trust”), as purchaser, which FAA Bill of
Sale was filed at ______.m., C.S.T.;
	 
	 	(b)	 	AC Form 8050-1 Aircraft Registration Application dated ___, 2010 (the
“Aircraft Registration Application”) by the Trust, as applicant, with respect to the
Airframe, which Aircraft Registration Application was filed at ___.m., C.S.T.;
	 
	 	(c)	 	Affidavit of Citizenship dated ___, 2010 (the “Affidavit”) by ___, as
trustee (the “Trustee”) pursuant to Section 47.7(c)(2)(iii) of the Federal Aviation
Regulations, which Affidavit was filed at ___.m., C.S.T.;
	 
	 	(d)	 	Trust Agreement dated as of ___, 2010 (the “Trust Agreement”) between
the Trustee and ___, which Trust Agreement was filed at ___.m., C.S.T.; and,
	 
	 	(e)	 	Assignment and Assumption Agreement dated as of ___, 2010 (the
“Assignment”) between ILFC, as assignor, and the Trust, as assignee, assigning all
right, title and interest of ILFC in the Lease, with respect to the Airframe and the
Engines, in favor of the Trust, which Assignment was filed at ___.m., C.S.T.





          We have also examined a copy of the Warranty Bill of Sale dated ___, 2010 (the
“Warranty Bill of Sale”) from ILFC, as seller, conveying title to the Airframe and the Engines to
the Trust, as purchaser.




          The interest created by the FAA Bill of Sale and the Warranty Bill of Sale is referred to
herein as the “CTT Sale”. The interest created by the Lease is referred to herein as the “CTT
Lease Interest”. The assignment of the Lease created by the Assignment is referred to herein as
the “CTT Assignment Interest”. The CTT Sale, the CTT Lease Interest and the CTT Assignment
Interest are referred to herein collectively as the “CTT Interests”.









 









 








To the Parties Named on

Schedule 1 attached hereto

                       , 2010

Page 3




          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:





	6.	 	the Airframe and the Engines constitute Aircraft Objects based upon the Interim Updatable
List of Eligible Aircraft Objects compiled by the FAA;

	 
	7.	 	the Aircraft Registration Application, the Affidavit and the Trust Agreement are in due form
for filing and have been duly filed with the FAA pursuant to and in accordance with the
Transportation Code;

	 
	8.	 	the FAA Bill of Sale and the Assignment are in due form for recordation by, and have been
duly filed for recordation with, the FAA pursuant to and in accordance with the Transportation
Code;

	 
	9.	 	the Airframe is eligible for registration by the FAA for purposes of the Transportation Code
in the name of the Trust and the filing with the FAA of the FAA Bill of Sale, the Aircraft
Registration Application, the Affidavit and the Trust Agreement will cause the FAA to register
the Airframe, in due course, in the name of the Trust, at which time the FAA will issue an AC
Form 8050-3 Certificate of Aircraft Registration in the name of the Trust, pursuant to and in
accordance with the Transportation Code;

	 
	10.	 	the owner of the Airframe for registration purposes at the FAA is the Trust and the Airframe
and the Engines are free and clear of liens and encumbrances of record at the FAA except as
created by the Lease, as assigned by the Assignment;

	 
	11.	 	the rights of the Trust, as lessor, and ___, as lessee, under the Lease, as assigned by the
Assignment, with respect to the Airframe and the Engines are perfected at the FAA;

	 
	12.	 	the Assignment creates a valid assignment of all of the right, title and interest of ILFC in
the Lease, with respect to the Airframe and the Engines, in favor of the Trust;





 









 











To the Parties Named on

Schedule 1 attached hereto

                       , 2010

Page 4





	13.	 	based upon the Priority Search Certificates dated ___, 2010 obtained from
the IR, copies of which are attached hereto as Schedule 2 and incorporated herein by
reference:

	 
	(a)	 	the Airframe and the Engines are subject only to the CTT Lease Interest, which has been
assigned to the Trust by the CTT Assignment Interest;

	 
	(b)	 	the CTT Lease Interest has been duly registered on the IR and constitutes a first priority
International Interest in the Airframe and the Engines;

	 
	(c)	 	the CTT Sale has been duly registered on the IR and constitutes a Sale with respect to the
Airframe and the Engines; and,

	 
	(d)	 	the CTT Assignment Interest has been duly registered on the IR as an Assignment of the CTT
Lease Interest;

	 
	14.	 	the CTT Interests are entitled to the priorities, protections and benefits of the CTT,
subject to the statements on Exhibit A attached hereto;

	 
	15.	 	no further registration on the IR of the CTT Interests is required under the CTT in order to
maintain the effectiveness and priority thereof and no other registration of the Airframe or
filings other than filings with the FAA (which have been duly effected) are necessary in order
to:

	 
	(a)	 	maintain the registration of the Airframe in the name of the Trust; and,

	 
	(b)	 	maintain the lien and priority of the Lease, as assigned by the Assignment, with respect to
the Airframe and the Engines; and,

	 
	16.	 	no authorization, approval, consent, license or order of, or registration with, or the giving
of notice to, the FAA is required for the valid authorization, delivery and performance of the
Lease, as assigned by the Assignment, except for such filings as are referred to above and the
prior filing of the Lease with the FAA.





 









 











To the Parties Named on

Schedule 1 attached hereto

                       , 2010

Page 5




          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.




          This opinion is subject to certain comments, limitations and assumptions as listed in Exhibit
A attached hereto and incorporated herein by reference.




          In rendering this opinion we have relied upon the opinion of the Aeronautical Center Counsel
dated ___, 2010 a copy of which is attached hereto.




	 	 	 

	 

	 	Very truly yours,
	 
	 	 
	 

	 	Robert M. Peregrin
	 

	 	For the Firm











 









 








SCHEDULE 1



Delos Aircraft Inc.



International Lease Finance Corporation



Hyperion Aircraft Inc.



Apollo Aircraft Inc.



Artemis (Delos) Limited



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



[Lenders]









 









 








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:





	(i)	 	the records maintained by the FAA are accurate in all respects;

	 
	(ii)	 	the Priority Search Certificates are accurate in all respects, contain all the registered
information and data on the IR in connection with the Airframe and the Engines to which they
relate, and have not been altered since the date of such Priority Search Certificates;

	 
	(iii)	 	the IR descriptions of the Airframe and the Engines are as noted above and are accurate and
complete descriptions with respect to the registrations on the IR;

	 
	(iv)	 	at the time the Lease was concluded, the Debtor was situated, pursuant to the CTT, in the
United States;

	 
	(v)	 	the necessary parties under each of the Lease and the Assignment have given the consents in
writing to the registration with the IR of the interests in the Airframe and the Engines
created thereby;

	 
	(vi)	 	each of the CTT Interests is effective under applicable local law to constitute an Interest,
a Sale or an Assignment subject to the CTT and registration on the IR;

	 
	(vii)	 	all of the registrations indicated on the Priority Search Certificates are fully and
properly constituted and validly created under the CTT;

	 
	(viii)	 	all documents identified in this opinion, all documents in the records maintained by the FAA
for the Airframe and the Engines, as well as any registrations on the IR pertaining to the
Airframe and the Engines, are valid, enforceable and sufficient under the relevant applicable
law or the CTT to create, effect or terminate the rights and interests they purport to create,
effect or terminate;

	 
	(ix)	 	in rendering this opinion, we have assumed that:

	 
	(a)	 	the Trust qualifies as a “citizen of the United States” as defined in the Transportation
Code;





A-0









 






	(b)	 	the instruments described above are valid and enforceable under applicable local law; and,
	 
	(c)	 	there are no documents with respect to the Airframe and the Engines which have been filed for
recordation with the FAA under the FAA’s recording system but which have not yet been listed
in the available records of such system as having been so filed;

	 
	(x)	 	there has been no subordination or variation of any priority that would be acquired pursuant
to the terms of the CTT, in connection with the registrations on the IR evidenced by the
Priority Search Certificates other than pursuant to any subordination indicated on the
Priority Search Certificates;

	 
	(xi)	 	the Airframe is not registered under the civil aircraft registry of any other country;

	 
	(xii)	 	the Interim Updatable List of Eligible Aircraft Objects compiled by the FAA, insofar as it
relates to the Airframe and the Engines, is accurate in all respects;

	 
	(xiii)	 	the Airframe and the Engines have been accurately described by manufacturer’s name, model
and serial number by the parties in each of the Lease and the Assignment; and,

	 
	(xiv)	 	the United States Contracting State search certificate description of declarations,
withdrawals of declarations and categories of non-consensual rights or interests, as
communicated to the Registrar by UNIDROIT as the Depositary as having been declared by the
United States, and the date on which each such declaration or withdrawal of declaration is
recorded, are accurate in all respects.





A-1









 










In addition, our opinion is subject to the following limitations:





	(i)	 	the opinion relating to the registration of the Airframe with the FAA is issued only as to
its current eligibility for registration and not with respect to events which may occur in the
future which may affect the continued eligibility for registration;

	 
	(ii)	 	as to matters of United States Citizenship as defined in the Transportation Code, the
undersigned has relied upon representations made in the Aircraft Registration Application;

	 
	(iii)	 	because the FAA does not maintain registration records for engines for nationality purposes,
we cannot independently verify the owner, make, model, or serial numbers of the Engines;

	 
	(iv)	 	in rendering this opinion, we are subject to the accuracy of the FAA, its employees and
agents in the filing, indexing, cross-referencing, imaging and recording of instruments filed
with the FAA;

	 
	(v)	 	no opinion is expressed herein as to laws other than the CTT and the Transportation Code;

	 
	(vi)	 	this opinion as to the status of the records of the FAA as to the Airframe covers only that
period of time during which the Airframe has been subject to United States Registration; and,

	 
	(vii)	 	since our examination was limited to records maintained by the FAA and the IR, our opinion:

	 
	(a)	 	in respect of rights derived from FAA filings, does not cover liens, claims or encumbrances
of which the parties have actual notice as contemplated by 49 U.S.C. ‘44108(a);

	 
	(b)	 	in respect of rights derived from FAA filings or registrations with the IR, does not cover
liens, claims or encumbrances which are perfected without the filing of notice thereof with
the FAA or the IR, including without limitation, federal tax liens, liens arising under
Section 1368(a) of Title 29 of the United States Code, liens arising under 49 U.S.C. ‘46304
and certain artisan’s liens;





A-2









 






	(c)	 	does not cover liens perfected in foreign jurisdictions, except to the extent applicable
law would regulate their priority based on registration with the IR; and,

	 
	(d)	 	does not cover any rights to arrest or detain an airframe or an engine under any applicable
law.








A-3











 








EXHIBIT F




FORM OF NOTE




	 	 	 

	 

	 	_________, 20___






     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 Term Loan 2 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 International Lease Finance Corporation, as a Guarantor, Delos Aircraft Inc., as
the Borrower, Hyperion Aircraft Inc., as a Guarantor, Artemis (Delos) Limited, as a Guarantor,
Apollo Aircraft Inc., as a Guarantor, the lenders identified therein, as Lenders, Bank of America,
N.A., as the Administrative Agent, Bank of America, N.A., as 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.



F-1









 





     THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.



	 	 	 	 	 
	 	DELOS AIRCRAFT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



F-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
	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 	 





F-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: Delos Aircraft Inc.                                                             




$550,000,000                      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




 





     




1









 





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

ABA# 026009593

Acct# 001292000883

Acct Name: Large Corporate Loans

Ref: Delos Aircraft Inc.





 





     





4












 





EXHIBIT H



FORM OF INTERCREDITOR AGREEMENT



EXECUTION VERSION




INTERCREDITOR AGREEMENT




     INTERCREDITOR AGREEMENT (this “Agreement”), dated as of March 17, 2010, among HYPERION
AIRCRAFT INC., a California corporation (“Parent Holdco”), DELOS AIRCRAFT INC., a
California corporation (“Borrower”), APOLLO AIRCRAFT INC., a California corporation
(“CA Subsidiary Holdco”), ARTEMIS (DELOS) LIMITED, a private limited liability company
incorporated under the laws of Ireland (“Irish Subsidiary Holdco”), INTERNATIONAL LEASE
FINANCE CORPORATION, a California corporation (“ILFC”), 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, ILFC, Parent Holdco, the Borrower, the CA Subsidiary Holdco, the Irish Subsidiary
Holdco, the lenders from time to time party thereto, Bank of America as the administrative agent,
Bank of America as the collateral agent and Goldman Sachs Lending Partners LLC, as syndication
agent are parties to that certain Term Loan 2 Credit Agreement, dated as of March 17, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Senior Loan
Agreement”);



     WHEREAS, Parent Holdco, the Borrower, the Subsidiary Holdcos, the other grantors from time to
time party to thereto and Bank of America as the collateral agent are parties to that certain Term
Loan 2 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, to secure the Senior Secured Obligations, each of Parent Holdco, the Borrower and
each Subsidiary Holdco has granted a first priority security interest in the Collateral (including
the Junior Collateral) to the Senior Collateral Agent, for its benefit and the benefit of the other
Senior Secured Parties;



     WHEREAS, from time to time, (i) ILFC will make certain unsecured and subordinated intercompany
loans to certain Transaction Parties subject to this Agreement, (ii) Parent Holdco will make
certain unsecured and subordinated intercompany loans to certain Transaction Parties to the extent
permitted by the Senior Loan Documents subject to this Agreement and pledged pursuant to the Senior
Security Agreement, (iii) the Borrower will make certain unsecured and subordinated intercompany
loans to certain Transactions Parties subject to this Agreement and pledged pursuant to the Senior
Security Agreement, (iv) the CA Subsidiary Holdco will make certain unsecured and subordinated
intercompany loans to certain Transactions Parties subject to this Agreement and pledged pursuant
to the Senior Security Agreement and (v) Irish Subsidiary Holdco will make certain unsecured and
subordinated intercompany loans to certain Transactions Parties subject to this Agreement and
pledged pursuant to the Senior Security Agreement;



 









 





     WHEREAS, Parent Holdco may, from time to time, incur Junior Lien Debt in accordance with the
terms and conditions of the Senior Loan Documents and this Agreement;



     WHEREAS, Parent Holdco, 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 Junior 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 Junior Collateral and (i) the subordination of the Junior
Secured Obligations to the Senior Secured Obligations and (ii) the subordination of the
Intercompany Obligations to both the Senior Secured Obligations and the Junior Secured Obligations;



     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.



     “Borrower” shall have the meaning assigned to such term in the preamble.



     “Case” shall have the meaning assigned to such term in Section 5(a).



     “CA Subsidiary Holdco” shall have the meaning assigned to such term in the preamble.



     “Bank of America” 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.



     “Controlling Loan Documents” means (a) so long as any Senior Obligations are
outstanding, the Senior Loan Documents and (b) after the Senior Obligations have been paid in full
and so long as any Junior Lien Obligation remains outstanding, the Junior Lien Documents.



     “Controlling Obligations” means (a) so long as any Senior Obligations are outstanding,
the Senior Obligations and (b) after the Senior Obligations have been paid in full and so long as
any Junior Lien Obligation remains outstanding, the Junior Lien Obligations.



     “Controlling Parties” means (a) so long as any Senior Obligations are outstanding, the
Senior Secured Parties and (b) after the Senior Obligations have been paid in full and so long as
any Junior Lien Obligation remains outstanding, the Junior Secured Parties.



     “Controlling Representative” means (a) so long as any Senior Obligations are
outstanding, the Senior Collateral Agent and (b) after the Senior Obligations have been paid in



2









 




full and so long as any Junior Lien Obligation remains outstanding, the Junior Lien
Representatives.




     “Default” shall have the meaning assigned to such term in Senior Loan Agreement.



     “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.



     “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 ILFC’s
independent public accountants) with the most recent audited consolidated financial statements of
ILFC 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.



     “ILFC” shall have the meaning assigned to such term in the preamble.



     “Insolvency Event” shall mean any event or occurrence described in clauses (g), (h) or
(i) of Article 6 of the Senior Loan Agreement.




	 	 	“Intercompany Debt” means the Pledged Debt and the Unpledged Intercompany Debt.





     “Intercompany Debt Documents” means, collectively any note, agreement or other
instrument evidencing Intercompany Debt and any certificates or designations delivered in
connection therewith.



     “Intercompany Debt Default” shall mean any breach or default by the relevant obligor
under any Intercompany Debt Document or in respect of any Intercompany Debt Obligation.



     “Intercompany Debt Obligations” means Intercompany Debt and all other obligations in
respect thereof or related thereto.



     “Intercompany Lenders” means ILFC, Parent Holdco, the Borrower, CA Subsidiary Holdco,
Irish Subsidiary Holdco and each of their respective, successors and assigns.



     “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



3









 




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 Junior Collateral and subordinated to the Senior
Secured Obligations, and will and do constitute obligations of Parent Holdco at least pari
passu with the senior unsecured indebtedness of Parent Holdco; 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 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.



     “Irish Subsidiary Holdco” shall have the meaning assigned to such term in the
preamble.



     “Junior Collateral” means the Equity Collateral in respect of the Borrower (including
Parent Holdco’s Equity Interest in the Borrower).



     “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 Parent Holdco, at any time, upon any Junior
Collateral, to secure Junior Lien Obligations.



     “Junior Lien Debt” means any indebtedness (including letters of credit and
reimbursement obligations with respect thereto) of Parent Holdco 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 Parent Holdco:




     (a) such indebtedness is designated by Parent Holdco, 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 (i) is governed by an indenture, credit agreement or other
agreement that includes an Intercreditor Confirmation, (ii) does not include any covenants
of Parent Holdco that are more restrictive than the covenants of Parent Holdco 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 Parent Holdco 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



4









 







discharged or such acceleration having been rescinded or annulled within a period of 30
days after there has been given a written notice to Parent Holdco by the relevant Junior
Lien Representative or to Parent Holdco 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 Parent Holdco 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;




     (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
Junior 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



5









 




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 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.



     “Parent Holdco” shall have the meaning assigned to such term in the preamble.



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



     “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 “Loan Documents” in the
Senior Security Agreement.



     “Senior Event of Default” shall mean an “Event of Default” or similar term under and
as defined in the Senior Loan Documents.



     “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.



6









 





     “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.



     “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 Parent Holdco.



     “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 Junior 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.



     “Unpledged Intercompany Debt” means any and all Indebtedness from time to time owing
by any Transaction Party to ILFC.



     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



7









 




Obligations or Junior Lien Obligations granted on the Junior 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 Junior 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 Junior 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 Junior Collateral securing any Junior Lien
Obligations, (b) any Lien on the Junior 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 Senior Secured Parties and all Liens on the Junior 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, Parent Holdco and each Junior Lien
Representative agree that all cash proceeds received by the Senior Collateral Agent in respect of
any Junior 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 Junior 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 Junior 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 Junior
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






8









 







the security interests in the Junior 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.




          (d) Agreement of Parent Holdco. Parent Holdco hereby agrees that it shall not grant
any Lien on the Junior Collateral to any Person except (i) the Senior Secured Parties pursuant to
the Senior Loan Documents, (ii) in respect of indebtedness qualifying as Junior Lien Debt
satisfying all of the requirements set forth in the definition of Junior Lien Debt or (iii) as
otherwise permitted under the Senior Loan Documents. Parent Holdco further agrees not to consent
to any action of any Junior Secured Party contrary to the terms of this Agreement.




          (e) Agreement of Junior Secured Parties. Each Junior Secured Party hereby agrees that
other than in respect of the Junior Collateral (which such rights in respect of the Junior
Collateral shall be subject to the terms of this Agreement), it shall have no rights, interests or
claims in respect of the Collateral.




          (f) Agreement of Intercompany Lenders. Each Intercompany Lender hereby agrees that
(i) it shall not grant any Lien on the Pledged Debt Collateral to any Person except the Senior
Secured Parties pursuant to the Senior Loan Documents and (ii) it shall not to consent to any
action of any Person contrary to the terms of this Agreement, in each case, except as otherwise
permitted under the Senior Loan Documents.




     Section 3. Filings 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 Secured Party shall include a legend satisfactory to the Senior Collateral Agent
referencing the subordination set forth in this Agreement; and




          (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 Security Agreement, Etc. (a) So
long as any Senior Obligations shall be secured by all or any portion of the Junior 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 Junior Collateral,
including, without limitation, any action of foreclosure or proceeding against Parent Holdco;
(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 Junior Collateral, the Senior
Collateral Agent and the other Senior Secured Parties may enforce the provisions of the






9









 







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
Junior 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
Junior Collateral, whether by Parent Holdco 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 Junior Collateral), including to pursue foreclosure or to seek to lift
the automatic stay or its equivalent in any insolvency proceeding involving Parent Holdco 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 Junior Collateral or proceeds of Junior 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 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 Junior Collateral,
Parent Holdco, 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, Parent Holdco 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 Parent Holdco or any
other Grantor or otherwise, all as though such payment






10









 







had not been made and any payments received in respect of the Junior Lien Obligations or from
the Junior Collateral or proceeds of the Junior 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 Junior Collateral or proceeds of the Junior 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 Junior Collateral include the right to release any or all of the Junior 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 Junior 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 Junior 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
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.




          (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 Junior Collateral, until the end
the passage of a period of 180 days (the “Standstill Period”) from the date of delivery of






11









 







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
Junior Collateral prior to the full and final payment in cash of the Senior Obligations).




     Section 5. Terms of Subordination of Junior Lien Obligations. 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 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,



12









 







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 Parent Holdco, 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 Junior Collateral or proceeds of
Junior 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 Senior
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
Parent Holdco, any other Grantor or any other Person obligated in respect of any Junior Lien
Documents in respect of the Junior 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.




          (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
Parent Holdco or other obligor thereon, its creditors, and the holder of the Junior Lien
Obligations, be deemed to be a payment by Parent Holdco 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 Parent Holdco 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






13









 







holders of the Junior Lien Obligations on the other hand, and nothing herein shall impair the
obligation of Parent Holdco, which is unconditional and absolute, to pay to the holders of the
Junior Lien Obligations, subject to the terms hereof, 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. Terms of Subordination of Intercompany Debt Obligations. The Intercompany
Debt Obligations shall be subordinate and junior in right of payment to the full and prior payment
in cash of the Senior Obligations and the Junior Lien Obligations to the extent and in the manner
hereinafter set forth:



          (a) Upon the occurrence and during the continuance of a Senior Event of Default or a Junior
Event of Default, (i) each Intercompany Lender hereby authorizes and empowers the Controlling
Representative acting on behalf of the Controlling 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 Intercompany Debt Obligations or other sum owing to the holders thereof under the
Intercompany Debt Documents, and to file claims and take such other proceedings, in the name of the
holders of the Intercompany Debt Obligations or otherwise, as the Controlling Parties or the
Controlling Representative acting on their behalf may deem necessary or advisable for the
enforcement of the provisions hereof and (ii) each Intercompany Lender further agrees duly and
promptly to take such action as may be requested by the Controlling Parties or the Controlling
Representative acting on their behalf to collect the indebtedness evidenced by any note issued
under the Intercompany Debt Documents or otherwise owing to it under the Intercompany Debt
Documents and/or to file appropriate proofs of claim in respect to such indebtedness, and to
execute and deliver to the Controlling Parties or the Controlling Representative 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 Controlling Parties or the Controlling Representative acting on their
behalf to enforce any and all claims upon or with respect to or otherwise owing to it under the
Intercompany Debt Documents.




          (b) Upon the occurrence and during the continuance of a Senior Event of Default or a Junior
Event of Default, the Controlling Parties or the Controlling Representative acting on their behalf
may, at any time and from time to time, without the consent of or notice to any Intercompany
Lenders, without incurring responsibility to such holders and without impairing or releasing any of
the rights of the Controlling Parties, or any of the obligations of Intercompany Lenders hereunder:





          (i) subject to the terms hereof and the Controlling Loan Documents, 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 Controlling Obligations for application as
provided in the Controlling Loan Documents;



14









 






          (ii) except as otherwise expressly provided in this Agreement or the Controlling Loan
Documents, exercise or refrain from exercising any rights against any Intercompany Lender or
any other Person; and




          (iii) apply any sums, by whomsoever paid or however realized, as provided in the
Controlling Loan Documents.



          (c) Upon the occurrence and during the continuance of a Senior Event of Default or a Junior
Event of Default, all payments or distributions upon or with respect to the Intercompany Debt
Obligations or proceeds of the Intercompany Debt Obligations that are received by any Intercompany
Lender contrary to the provisions of this Agreement shall be received for the benefit of the
Controlling Parties, shall be segregated from other funds and property held by the Controlling
Parties in trust for the Controlling Parties and shall be forthwith paid over to the Controlling
Representative 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 Senior Obligations (and, if applicable, the Junior Lien Obligations)
owed to the Controlling Parties in accordance with the terms hereof. For the avoidance of doubt,
so long as no Senior Event of Default or Junior Event of Default has occurred and is continuing,
each Intercompany Lender may receive (free and clear of any Lien) payments in respect of
Intercompany Debt Obligations and the Transaction Parties may make payments in respect thereof.




          (d) Upon the occurrence and continuance of a Senior Event of Default or a Junior Event of
Default (i) no payment, prepayment or redemption (including any payment that may be payable by
reason of any other indebtedness of any Transaction Party being subordinated to payment of the
Intercompany Debt Obligations) shall be made by or on behalf of any Transaction Party for or on
account of any Intercompany Debt Obligations, and the Intercompany Lenders shall not take or
receive from any Transaction Party, directly or indirectly, in cash, other property, or any rights
or by set-off or in any other manner, including from or by way of collateral or otherwise, payment
of all or any of the Intercompany Debt Obligations, unless and until each of the Senior Obligations
and the Junior Lien Obligations shall have been indefeasibly paid in full and (ii) any payment or
distribution of any kind (whether in cash, property or securities) that otherwise would be payable
or deliverable upon or with respect to the Intercompany Debt Obligations shall be paid or delivered
directly to the Controlling Representative 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
Senior Obligations (or, if the then Controlling Parties are the Junior Secured Parties, the Junior
Lien Obligations) until the Senior Obligations (or, if the then Controlling Parties are the Junior
Secured Parties, the Junior Lien Obligations) shall have been indefeasibly paid in full.




          (e) Each Intercompany Lender agrees that it may not commence any action or proceeding against
any Transaction Party or any other Person obligated in respect of any Intercompany Debt Documents
in respect of the Pledged Debt Collateral or the Intercompany Debt Obligations to recover all or
any part of any sum owing to it under any Intercompany Debt Document or join with any creditor,
unless the Controlling Parties or the Controlling Representative shall also join in bringing any
such action or proceeding or the Controlling Parties otherwise consent.







15









 








          (f) No payment or distribution of assets to which any holder of the Intercompany Debt
Obligations would have been entitled except for the provisions of this Section 6, and which shall
have been received by the Controlling Parties shall, as between any Transaction Party or other
obligor thereon, its creditors, and the holder of the Intercompany Debt Obligations, be deemed to
be a payment by the relevant Transaction Party or such other obligor to the holders of the
Intercompany Debt Obligations for or on account of the Intercompany Debt 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 and all Junior Lien Obligations and all other amounts owing
to the holders thereof under the Junior Lien Documents, the holders of the Intercompany Debt
Obligations shall be subrogated to the then or thereafter existing rights of the Senior Secured
Parties or the Junior Secured Parties, as the case may be, to receive payments or distributions of
assets of Parent Holdco 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 Intercompany Debt Obligations and
all other amounts owing to the holders thereof under the Intercompany Debt Documents shall be paid
in full in cash. The Intercompany Lenders agree that no payment or distributions to the Senior
Secured Parties or the Junior Secured Parties pursuant to the provisions of this Agreement shall
entitle any Intercompany Lender to exercise any rights of subrogation in respect thereof until (i)
no Senior Loans are outstanding and all Senior Obligations owed to the Senior Secured Parties shall
have been paid in full and (ii) no Junior Lien Debt is outstanding and all Junior Lien Obligations
owed to the Junior Secured Parties shall have been paid in full.




          (g) The provisions of this Section 6 and Section 4 are solely for the purpose of defining the
relative rights of the Senior Secured Parties and the Junior Secured Parties on the one hand, and
the holders of the Intercompany Debt Obligations on the other hand, and nothing herein shall impair
the obligation of the relevant Transaction Party, which is unconditional and absolute, to pay to
the holders of the Intercompany Debt Obligations, subject to the terms hereof, all amounts payable
hereunder and under the other Intercompany Debt Documents in accordance with the terms and the
provisions thereof.




          (h) The Controlling Representative is hereby authorized to demand specific performance of this
Agreement at any time when any of the Intercompany Lenders shall have failed to comply with any of
the provisions of this Agreement applicable to them. The Intercompany Lenders 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.




          (i) Each Intercompany Lender shall cause the Intercompany Debt Obligations to be evidenced by
an instrument endorsed with the following legend:





“THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL
OF THE SENIOR OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT HEREINAFTER REFERRED
TO) AND THE JUNIOR LIEN OBLIGATIONS (AS DEFINED IN THE INTERCREDITOR AGREEMENT) PURSUANT TO,
AND TO THE EXTENT PROVIDED IN, THE INTERCREDITOR AGREEMENT DATED AS OF MARCH 17, 2010, AS
THE SAME MAY BE AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, BY
INTERNATIONAL LEASE



16









 







FINANCE CORPORATION, HYPERION AIRCRAFT INC., DELOS AIRCRAFT INC., APOLLO AIRCRAFT INC.,
ARTEMIS (DELOS) LIMITED, BANK OF AMERICA, N.A., AS THE SENIOR COLLATERAL AGENT, AND THE
JUNIOR LIEN REPRESENTATIVES (AS DEFINED IN THE INTERCREDITOR AGREEMENT) FROM TIME TO TIME
PARTY THERETO.”




          (i) Each Intercompany Lender shall further mark its books of account in such a manner as
shall be effective to give proper notice of the effect of this Agreement.



     Section 7. 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, ILFC, Parent Holdco, the Borrower and each Subsidiary
Holdco.



     Section 8. Negative Covenants of Junior Secured Parties. So long as any Senior
Obligations shall be secured by the Collateral 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;




          (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 Junior Collateral that is pari passu with or
senior to the Lien on such Junior Collateral granted under the Senior Loan Documents, or senior to
the Lien on such Junior 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 Junior
Collateral as such or in proceeds of Junior 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 Junior Collateral under the Junior Lien Documents.







17









 








     Section 9. Negative Covenants of Intercompany Lenders. So long as any Senior
Obligations shall be secured by the Pledged Debt Collateral and prior to the full and final payment
in cash of the Senior Obligations and the Junior Lien Obligations, no Intercompany Lender shall,
without the prior written consent of the Controlling Representative:



          (a) sell, assign or otherwise transfer, in whole or in part, the Intercompany Debt 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 Intercompany
Debt Obligations in favor of any Transferee unless (i) such action is made expressly subject to
this Agreement, (ii) the Transferee expressly acknowledges in writing the subordination provided
for herein and agrees to be bound by all the terms hereof and (iii) the Transferee is an Affiliate
of the Intercompany Lender on the date of transfer;




          (b) permit the Intercompany Debt Documents to be amended, modified or otherwise supplemented
in any respect, in each case, without the express prior written consent of the Controlling
Representative, if the effect of any such amendment, modification or supplement is to (i) purport
to grant a security interest in the Pledged Debt Collateral or (ii) contest any rights of the
Senior Secured Parties or the Junior Secured Parties or obligations of the Intercompany Lenders
hereunder; and




          (c) commence, or join with any creditors other than the Controlling Parties and the
Controlling Representative in commencing, any involuntary Insolvency Event against any Transaction
Party for which such Intercompany Lender holds Intercompany Debt Obligations, or prosecute in the
case of any Insolvency Event any motion for adequate protection (or any comparable request for
relief) based solely upon their interest in the Intercompany Debt Obligations under the
Intercompany Debt Documents.




     Section 10. Miscellaneous.



          (a) Submission to Jurisdiction; Venue. (i) To the extent permitted by applicable
law, each party hereto, each Intercompany Lender 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, each Intercompany Lender 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, the Junior Lien
Documents or the Intercompany Debt Documents against Parent Holdco, any other Intercompany Lender
or any other Grantor or any of their properties in the courts of any jurisdiction.







18









 









     (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 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 ILFC, Parent Holdco, the Borrower, CA Subsidiary Holdco or Irish Subsidiary Holdco to:



International Lease Finance Corporation




19









 







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

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 Junior 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 Junior
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 Junior Collateral or any other
collateral



     (f) Enforcement. Each of the Intercompany Lenders and each of the Junior Secured
Parties agrees that this Agreement shall be enforceable against it and the other Intercompany
Lenders and the other Junior Secured Parties, respectively, under all circumstances, including in
any proceeding relating to an Insolvency Event.



     (g) Obligations of Junior Secured Parties 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:



20









 






     (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 Junior 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;




     (iv) any manner of application of Junior 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 Junior 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) Obligations of Intercompany Lenders 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 the Junior Lien Representatives and the other Junior Secured Parties
hereunder and under any other Junior Lien Document, and all agreements and obligations of the
Intercompany Lenders under this Agreement and any Intercompany Debt Document to any Senior Secured
Party or any Junior 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, Intercompany Debt 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, the Junior Secured



21









 







Obligations, the Intercompany Debt Obligations, or any other amendment or waiver of or
any consent to any departure from any Senior Loan Document, Junior Lien Document, Assigned
Document, Intercompany Debt Document or any other agreement or instrument relating thereto;




     (iii) any taking, exchange, release or non-perfection of the Junior Collateral,
Pledged Debt 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, the Junior Secured Obligations or the Intercompany Debt Obligations;




     (iv) any manner of application of Pledged Debt Collateral, or proceeds thereof, to all
or any of the Senior Secured Obligations, or any manner of sale or other disposition of any
Pledged Debt Collateral for all or any of the Senior 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 Intercompany Lenders, 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.




     (i) 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.



     (j) 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.



     (k) Further Assurances. Each of (x) 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 and (y) the Intercompany Lenders shall, at the expense of the relevant Grantors
or the relevant Junior Secured Parties, as applicable, 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 or any Junior Lien Representative, as applicable, may reasonably request,
in order to protect any right or interest granted or purported to be granted



22









 




hereby or to enable the Senior Collateral Agent or any Junior Lien Representative,
respectively, to exercise and enforce its rights and remedies hereunder.




     (l) 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, the Senior Loan Documents, the Junior Lien Documents and the Intercompany Debt
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.



     (m) 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 Controlling 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.



     (n) Senior Collateral Agent. The Senior Collateral Agent’s actions pursuant hereto
are solely in its capacity as Senior 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). The Senior Collateral Agent shall have no obligations under this
Agreement with respect to any Intercompany Lender other than as provided in the Senior Loan
Documents and other than to distribute funds as provided therein. 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 Parent Holdco, any Junior Secured Party hereunder or any Intercompany Lender.



[Remainder of Page Intentionally Left Blank]






23









 








     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:  	 	 
	 
	 	HYPERION AIRCRAFT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DELOS AIRCRAFT, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	APOLLO AIRCRAFT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




24











 





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, Hyperion
Aircraft Inc. (“Parent Holdco”), Delos Aircraft Inc., Apollo Aircraft Inc., Artemis (Delos)
Limited, 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 Junior Collateral.



     The undersigned, the duly appointed [specify title] of Parent Holdco hereby certifies on
behalf of Parent Holdco that:



          (a) Parent Holdco intends to incur additional indebtedness (“Additional Secured Debt”)
which has been 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.



     Parent Holdco 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



A-1









 





     Parent Holdco 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]







A-2









 








     IN WITNESS WHEREOF, the parties hereto have caused this Junior Lien Designation to be duly
executed by the undersigned as of                                         , 20                    .



	 	 	 	 	 	 	 

	 	 	HYPERION AIRCRAFT, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 





Acknowledged:




BANK OF AMERICA, N.A.,

as Senior Collateral Agent




	 	 	 	 	 

	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






A-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, Hyperion
Aircraft Inc. (“Parent Holdco”), Delos Aircraft Inc., Apollo Aircraft Inc., Artemis (Delos)
Limited, 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 Junior 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 Junior Collateral:




     (a) all Junior Lien Obligations will be and are secured equally and ratably by the
Junior 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.








B-1









 











     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]







B-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:

	 	 

	 	 
	 

	 	 

	 	 







B-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 [ ___], 2010 (as amended, restated or otherwise modified from time to
time, the “Credit Agreement”), among Delos Aircraft Inc., a California corporation (the
"Borrower”), International Lease Finance Corporation, a California corporation, Hyperion Aircraft
Inc., a California corporation, Apollo Aircraft Inc., a California corporation, Artemis (Delos)
Limited, a private limited liability company incorporated under the laws of Ireland, 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 Transaction Parties [have transferred][will, within [45][120] days
following the delivery of this LTV Certificate, transfer] to Lessor Subsidiary the
following Non-Pool Aircraft: _________;] and




I-1









 






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





     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




PS POOL AIRCRAFT



Pool Aircraft:




[            ]




Undelivered Pool Aircraft:




[            ]











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EXHIBIT J




FORM OF RELEASE REQUEST



_________, ___2010




Bank of America, as Administrative Agent

Bank of America, N.A., as Collateral Agent



Ladies and Gentlemen:





     Reference is made herein to the Credit Agreement dated as of March 17, 2010 (the “Credit
Agreement”) among Delos Aircraft Inc., as Borrower (the “Borrower”), International Lease Finance
Corporation (“ILFC”), Hyperion Aircraft Inc. (“Parent Holdco”), Apollo Aircraft Inc. (“CA
Subsidiary Holdco”), Artemis (Delos) Limited (“Irish Subsidiary Holdco”), the lenders identified
therein, as Lenders, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”),
Bank of America, N.A., as Collateral Agent (the “Collateral Agent”), Goldman Sachs Lending Partners
LLC, as Syndication Agent, and Banc of America Securities LLC and Goldman Sachs Lending Partners
LLC, as Joint Lead Arrangers. Capitalized terms not otherwise defined herein, shall have the
meaning assigned to such terms in the Credit Agreement.



     The Borrower hereby gives the Administrative Agent and Collateral Agent revocable notice
pursuant to Section 2.02(b) of the Credit Agreement that the Borrower hereby requests a release of
the Loans, together with investment earnings on the amount of the Loans being released, in an
amount and pursuant to the conditions set forth below and under the Credit Agreement (the
“Release”) in connection with the Aircraft identified herein.



     The date of the Release shall be [_________] (the “Release Date”). The below delineates
information related to (i) each Aircraft to which the Release relates, (ii) the relevant Lessor
Subsidiary related to each relevant Aircraft, (iii) the relevant Intermediate Lessee (if any)
related to each relevant Aircraft, (iv) the aggregate amount of Released Loans related to each
relevant Aircraft and (v) the relevant Initial Appraised Value of each relevant Aircraft.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Engine Model	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(including generic	 	 	 	 	 	 	 	 	 	 	Relevant	 	 	 	 	 	 	 
	Reg.	 	 	Airframe Mftr. and	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	manufacturer and	 	 	Engine	 	 	Relevant Lessor	 	 	Intermediate Lessee	 	 	Relevant Released	 	 	Relevant Initial	 
	No.	 	 	Model	 	 	MSN	 	 	Vintage	 	 	Engine Mftr.	 	 	model)	 	 	MSNs	 	 	Subsidiary	 	 	(if any)	 	 	Loans	 	 	Appraised Value	 
	 





     The aggregate amount of the Loans to be released is $[_________] (the “Aggregate
Applicable Released Loans”). The aggregate amount of the investment earnings thereon is
$[_________]. The aggregate amount to be released to the Borrower on the Release Date is
$[_________] (the “Aggregate Requested Release Amount”).



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     In respect of each Aircraft related to the Release, taking into account the relevant Released
Loans requested pursuant to this Release and the relevant Initial Appraised Value of each such
Aircraft, the Initial LTV Ratio for each such Aircraft is 56%.



     The Borrower hereby requests that the Collateral Agent instruct the Securities Intermediary to
transfer the Aggregate Requested Release Amount to the Borrower at the following account:


Bank:

ABA Number:

Account No.:







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     IN WITNESS WHEREOF, the Borrower, the Lessor Subsidiary [and Intermediate Lessee] has executed
this Release Request as of the day and year first above written.



	 	 	 	 	 
	 	DELOS AIRCRAFT INC., as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	[___], as Lessor Subsidiary

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[___, as Intermediate Lessee]



 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



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EXHIBIT K




FORM OF IRISH SUBSIDIARY HOLDCO 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 Irish Subsidiary Holdco Request and Assumption Agreement (this “Agreement”) is made and
delivered pursuant to Section 2.12 of that certain Credit Agreement, dated as of March 17, 2010,
among International Lease Finance Corporation, as a Guarantor, Delos Aircraft Inc., as the
Borrower (the “Borrower”), Hyperion Aircraft Inc., as a Guarantor, Artemis (Delos) Limited, as
a Guarantor, Apollo Aircraft Inc., as a Guarantor, the lenders identified therein, as Lenders, Bank
of America, N.A., as the Administrative Agent, Bank of America, N.A., as the Collateral Agent, and
Goldman Sachs Lending Partners LLC, as Syndication Agent (the “Credit Agreement”). Capitalized
terms not otherwise defined herein, have the meaning assigned to such terms in the Credit
Agreement.



     Each of Artemis (Delos) Limited (“Irish Subsidiary Holdco”) and the Borrower hereby confirms,
represents and warrants to the Lender Parties that Irish Subsidiary Holdco is a direct,
wholly-owned Subsidiary of the Borrower.



     The documents required to be delivered to the Administrative Agent and the Collateral Agent
for the occurrence of the Irish Subsidiary Holdco Accession Date have been furnished to the
Collateral Agent and the Collateral Agent in accordance with the requirements of the Credit
Agreement.



     The name of the jurisdiction of organization of Irish Subsidiary Holdco and 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
	 
	 	 
	Ireland
	 	[—]






     The parties hereto hereby confirm that with effect from the date hereof, Irish Subsidiary
Holdco shall have obligations, duties and liabilities toward each of the other parties to the Loan
Documents identical to those which Irish Subsidiary Holdco would have had if Irish Subsidiary



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Holdco had been named as an original party to the Loan Documents on the Effective Date. Irish
Subsidiary Holdco confirms its acceptance of, and consents to, all representations and warranties,
covenants and other terms and provisions of the Loan Documents applicable to Irish Subsidiary
Holdco 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.



	 	 	 	 	 	 	 	 
	SIGNED AND DELIVERED AS A
 DEED for and on
behalf of ARTEMIS 
(DELOS) LIMITED by 

its duly appointed attorney:
in the presence of:	 	ARTEMIS (DELOS) LIMITED	
	 

	 	 	 	By:	 	 	
	By:

	 	 	 	 	 	Name:	
	

	 	Name:	 	 	 	Title:	
	 
	 	Address:	 	 	 	 	
	 
	 	Occupation:	 	 	 	 	





Accepted and agreed:




	 	 	 	 	 
	BANK OF AMERICA, N.A.,

as Administrative Agent and Collateral Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



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ANNEX 1




PROHIBITED COUNTRIES



Burma/Myanmar



Cuba



Iran



North Korea



Syria





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