Exhibit 10.7


 


[Execution Copy]


 


PLEDGE
AGREEMENT


 


THIS PLEDGE AGREEMENT
(this “Agreement”), dated as of
April 26, 2006 between AerCap, Inc. (the “Pledgor”)
and CALYON New York Branch, as pledgee and Collateral Agent (the “Collateral Agent”).


 


W I
T  N  E  S  S  E  T  H:


 


WHEREAS, AeroTurbine, Inc. (the “Borrower”, as successor by merger to AerCap AT, Inc.),
the Senior Lenders (as defined below) and the CALYON New York Branch, as
administrative agent for the Senior Lenders (the “Senior Agent”), are parties to a Senior Credit Agreement dated
as of the date hereof (the “Senior Credit
Agreement”) providing for the making of certain Senior Loans to the
Borrower (the “Senior Loans”);


 


WHEREAS, the
Borrower, the Junior Lenders (as defined below) and the CALYON, Head Office, as
agent for the Junior Lenders (the “Junior
Agent”), are parties to a Junior Credit Agreement dated as of the
date hereof (the “Junior Credit Agreement”;
and, collectively with the Senior Credit Agreement, the “Credit Agreements”) providing for the making
of certain Junior Loans to the Borrower (the “Junior
Loans”);


 


WHEREAS, the
Collateral Agent is the Collateral Agent for the benefit and on behalf of the
Lenders;


 


WHEREAS, the
Pledgor owns 100% of the issued and outstanding Capital Stock of the Borrower;
and


 


WHEREAS, the
Lenders are unwilling to make the Loans unless the Pledgor pledges and grants
to the Collateral Agent, for the benefit of the Lenders, a first priority
security interest in the shares of Capital Stock of the Borrower described on
Schedule I attached hereto (the “Pledged
Stock”) and all Rights (as defined below) related thereto. As used
herein, the term “Rights” shall
mean and include all dividends, cash, instruments and other property from time
to time received, receivable or otherwise distributed in respect of or in
exchange for any and all of the shares of stock pledged hereunder all other
options or rights of any nature whatsoever which may be issued or granted by
the Borrower and the books and records of the Borrower evidencing record
ownership and registration of the shares of Capital Stock pledged hereunder (“Books and Records”);


 


NOW, THEREFORE, for
good and valuable consideration, receipt whereof has been duly received, the
parties hereto agree as follows:


 


1.             Definitions. Capitalized terms used herein shall
have the meanings assigned thereto in Appendix I of each Credit Agreement.


 


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2.             Pledge. To secure prompt payment of the principal
of and interest on (including interest accruing after the maturity of the Loans
and interest accruing after the filing of any petition in bankruptcy, or the
commencement of any insolvency, reorganization or like proceeding, relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding) the Loans and all other obligations and
liabilities of the Borrower to the Collateral Agent or to any Lender (or, in
the case of Specified Hedge Agreements, any affiliate of any Lender), whether
direct or indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in connection
with, this Agreement, any other Loan Document, any Specified Hedge Agreement or
any other document made, delivered or given in connection herewith or
therewith, whether on account of principal, interest, reimbursement
obligations, fees, indemnities, costs, expenses (including all fees, charges
and disbursements of counsel to the Collateral Agent or to any Lender that are required
to be paid by the Borrower pursuant hereto) or otherwise (collectively, the “Obligations”), the Pledgor hereby pledges,
transfers, assigns and delivers to the Collateral Agent a security interest in:
(a) the Pledged Stock and the certificates representing the Pledged Stock;
(b) all Rights; (c) all additional shares of stock of the Borrower
from time to time acquired by the Pledgor in any manner, the certificates
representing such additional shares and all Rights with respect thereto; and (d) all
proceeds of the foregoing (items (a), (b), (c) and (d) being hereinafter
collectively referred to as the “Pledged
Collateral”).


 


3.             Receipt of Pledged Stock. The Pledgor hereby
delivers to the Collateral Agent the certificates representing the Pledged
Stock together with a stock power or powers with respect thereto endorsed in
blank. The Collateral Agent hereby acknowledges receipt from the Pledgor of the
Pledged Stock and the stock powers to which reference is made in the preceding
sentence hereof and agrees to hold the same subject to the terms and conditions
of this Agreement.


 


4.             Voting Rights; Etc.


 


(a)           So long as the Loans have not been
accelerated pursuant to Section 8 of the Senior Credit Agreement:


 


(i)            the
Pledgor shall be entitled to exercise any and all voting and other consensual
rights pertaining to the Pledged Stock, or any part thereof, for any purpose
not inconsistent with the terms of this Agreement or the other Loan Documents;
provided, however, (A) that the Pledgor shall not exercise any voting or
consensual rights with respect to the commencement of a voluntary case or other
proceeding seeking liquidation, reorganization or other relief with respect to
the Borrower or any Subsidiary or the Borrower’s or any Subsidiary’s debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect or consent to the entry of an order for relief in an involuntary case
under any such law or seeking the appointment of a trustee, receiver,
liquidator, sequestrator, assignee, custodian or other similar official of the
Borrower of any Subsidiary or any substantial part of the Borrower’s or an
Subsidiary’s property without obtaining the prior written consent of the
Collateral Agent; (B) that the Pledgor shall not amend or approve any
amendment to or modification, alteration or repeal of the Certificate of
Incorporation of By-Laws or any other organizational documents, as the case may
be, of the Borrower or any Subsidiary without obtaining the prior written


 


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consent
of the Collateral Agent which consent shall not be unreasonably withheld or
delayed; (C) that the Pledgor shall not increase the number of directors
or modify in any way the composition of the board of directors of the Borrower
(other than by replacing any officers or employees of the Pledgor or an
Affiliate of the Pledgor who are directors with other officers or employees of
the Pledgor or an Affiliate of the Pledgor) as same exists as of the date
hereof without obtaining the prior written consent of the Collateral Agent
which consent shall not be unreasonably withheld or delayed; and (D) the
Pledgor shall not approve an increase in the authorized number of shares of
stock or stated capital of the Borrower or the issuance of any additional
shares of stock or the granting of any options or warrants of the without the
prior written consent of the Collateral Agent, which consent shall not be
unreasonably withheld or delayed provided that the Collateral Agent is granted
a first priority security interest in all such shares; and


 


(ii)           the
Collateral Agent shall execute and deliver (or cause to be executed and
delivered) to the Pledgor all such proxies and other instruments as the Pledgor
may reasonably request for the purpose of enabling the Pledgor to exercise the
voting and other rights which it is entitled to exercise pursuant to
paragraph (i) above.


 


(b)           If the Loans have been accelerated
pursuant to Section 8 of the Senior Credit Agreement, all rights of the Pledgor
to exercise the voting and other consensual rights which it would otherwise be
entitled to exercise pursuant to Section 4(a)(i) shall cease and all such
rights shall thereupon become vested in the Collateral Agent, without further
act who shall thereupon have the sole right to exercise such voting and other
consensual rights and remedies.


 


5.             Representations, Warranties and Covenants. The
Pledgor represents, warrants and covenants as follows:


 


(a)           the Pledgor (a) is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, (b) has the power and authority, and the legal right, to own and
operate its property, to lease the property it operates as lessee and to
conduct the business in which it is currently engaged, (c) is duly qualified as
a foreign corporation and in good standing under the laws of each jurisdiction
where its ownership, lease or operation of property or the conduct of its
business requires such qualification, and (d) is in compliance with all
Requirements of Law except to the extent that the failure to comply therewith
could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect;


 


(b)           the Pledgor has the power and
authority, and the legal right, to make, deliver and perform this Agreement. The
Pledgor has taken all necessary organizational action to authorize the
execution, delivery and performance of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
execution, delivery, performance, validity or enforceability of this Agreement,
except consents, authorizations, filings and notices described in
Section 4.4 of the Senior Credit Agreement, which consents, authorizations,
filings and notices have been obtained or made and are in full force and
effect;


 


(c)           this Agreement constitutes a legal,
valid and binding obligation of each party hereto, enforceable against each
such party in accordance with its terms, except as


 


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enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors’ rights generally and by general equitable
principles (whether enforcement is sought by proceedings in equity or at law);


 


(d)           the Pledgor is not in default under
or with respect to any of its Contractual Obligations in any respect that could
reasonably be expected to have a Material Adverse Effect. No Default or Event
of Default has occurred and is continuing;


 


(e)           the Pledged Stock has been duly
authorized and validly issued and is fully paid and nonassessable;


 


(f)            the Pledgor is the sole legal and
beneficial owner of the Pledged Stock identified on Schedule I hereto, and
such Pledged Stock is, and at all times shall continue to be, free and clear of
any lien, security interest, option or other charge, encumbrance, or right of
any party, except for the pledge and security interest created by this Agreement;


 


(g)           the assignment and pledge of the
Pledged Collateral pursuant to this Agreement creates a security interest in
the Pledged Collateral, securing the payment and performance of the
Obligations, and, upon delivery of the Pledged Stock to the Collateral Agent
(as long as the Collateral Agent holds the same) such security shall be
perfected on a first priority basis enforceable as such against all creditors
of the Pledgor and any persons purporting to purchase any Pledged Collateral
from the Pledgor;


 


(h)           no authorization, approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required either (i) for the assignment and pledge by
the Pledgor of the Pledged Collateral pursuant to this Agreement, or
(ii) for the exercise by the Collateral Agent of the voting or other
rights provided for in this Agreement or the remedies in respect of the Pledged
Collateral pursuant to this Agreement (except as may be required in connection
with such disposition by laws affecting the offering and sale of securities
generally);


 


(i)            the Pledged Stock constitutes 100%
of the issued and outstanding shares of all classes of the capital stock of the
Borrower; and


 


(j)            the Books and Records constitute all
the books and records of the Borrower which evidence record ownership and
registration of the Pledged Stock.


 


6.             Further Assurances.


 


(a)           The Pledgor shall notify the
corporate secretary of the Borrower that the Pledged Stock and the Rights have
been pledged to the Collateral Agent pursuant to the provisions of this
Agreement, and in which notice the Pledgor shall instruct the secretary of the
Borrower to make appropriate notations on the stock transfer records of the
Borrower, in accordance with the notice and instructions attached hereto as
Exhibit A. The Pledgor shall cause the secretary of the Borrower to
confirm receipt of said notice and his or her compliance with said instructions
by signing and delivering to the Collateral Agent, on or prior to the Effective
Date, a copy of a document substantially in the form of Exhibit A hereto.


 


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(b)           The Pledgor agrees that at any time
and from time to time, the Pledgor will promptly execute and deliver all
further instruments and documents and take all further action requested by the
Collateral Agent that may be reasonably necessary or desirable in order to
perfect and protect any security interest granted hereby or to enable the
Collateral Agent to exercise or enforce its rights and remedies hereunder with
respect to the Pledged Collateral, including, without limitation, the Pledged
Stock.


 


7.             Transfers and Other Liens. The Pledgor agrees
that it will not (a) sell or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral, or (b) create or permit to
exist any lien, security interest or other charge or encumbrance upon or with
respect to any of the Pledged Collateral, except for the security interest
under this Agreement.


 


8.             Collateral Agent Appointed Attorney-in-Fact. The
Pledgor hereby appoints the Collateral Agent as the Pledgor’s attorney-in-fact
(said power of attorney being coupled with an interest), with full authority in
the place and stead of the Pledgor and in the name of the Pledgor or otherwise
with full power of substitution, from time to time in the Collateral Agent’s
discretion if the Loans have been accelerated pursuant to Section 8 of the
Senior Credit Agreement to take any action and to execute any instrument which
the Collateral Agent may deem necessary or advisable to accomplish the purposes
of this Agreement, to exercise or enforce any right or remedy available to the
Collateral Agent hereunder or under any applicable law, including, without
limitation, the right to receive, endorse and collect all instruments made
payable to the Pledgor representing any dividend, interest payment or other
distribution in respect of the Pledged Stock or any part thereof, and to give
full discharge for the same. Upon the request of the Collateral Agent, the Pledgor
will provide documentation evidencing such power of attorney and such further
powers of attorney on the same terms set forth above.


 


9.             Reasonable Care. The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of the
Pledged Stock if it has maintained possession thereof, if the Pledged Stock is
accorded treatment substantially equal to that which the Collateral Agent
accords its own property, it being understood that the Collateral Agent shall
not have any responsibility for (a) ascertaining or taking action with
respect to calls, conversions, exchanges, maturities, tenders or other matters
relative to any Pledged Stock, whether or not the Collateral Agent has or is
deemed to have knowledge of such matters; or (b) taking any necessary
steps to preserve rights against any parties with respect to any Pledged Stock.


 


10.           Remedies Upon Default. If the
Loans have been accelerated pursuant to Section 8 of the Senior Credit
Agreement:


 


(a)           The Collateral Agent may exercise in
respect of the Pledged Collateral, in addition to other rights and remedies
provided for herein or otherwise available to it, all the rights and remedies
of a secured party on default under the Uniform Commercial Code and the
Collateral Agent may also, without notice except as specified below, sell the
Pledged Collateral or any part thereof, in one or more parcels, at public or
private sale, at any exchange, broker’s board or 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. In case
any sale of all or any part of the Pledged Collateral is made on credit or for
future


 


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delivery, the Pledged Collateral so sold may be
retained by the Collateral Agent until the sale price is paid by the purchaser
or purchasers thereof, the Collateral Agent shall not incur any liability in
case any such purchaser or purchasers shall fail to take up and pay for the
Pledged Collateral so sold and, in case of any such failure, such Pledged
Collateral may be sold again upon like notice. The Collateral Agent agrees to
give twenty days notice to the Pledgor of the time and place of any public sale,
or the time after which any private sale is to be made, and the Pledgor agrees
what such notice shall constitute reasonable notification. The Collateral Agent
shall not be obligated to make any sale of Pledged Collateral, regardless of
whether notice of sale shall have 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. At any public sale made pursuant
to this paragraph, the Collateral Agent may bid for or purchase the Pledged
Collateral or any part thereof offered for sale and may make payment on account
thereof by using any claim then due and payable to the Collateral Agent
pursuant to the Loan Documents, including, without limitation, the Obligations,
as a credit against the purchase price therefor; and the Collateral Agent may,
upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to the Pledgor therefor (provided,
however, that nothing contained in this sentence shall limit the Pledgor’s
right to bid for the Pledged Collateral in any public sale). As an alternative
to exercising the power of sale herein conferred upon it, the Collateral Agent
may proceed by a suit or suits at law or in equity to foreclose upon the
Pledged Collateral pursuant to this Agreement and to sell the Pledged
Collateral or any portion thereof pursuant to a judgment or decree of a court
or courts having competent jurisdiction or pursuant to a proceeding by a
court-appointed receiver.


 


(b)           The Collateral Agent may hold the
Pledged Stock and cause the same to be registered in the Books and Records in
its name or in the name of its nominee, whereupon the Collateral Agent or such
nominee shall enjoy all the rights and benefits attributable to the ownership
thereof.


 


(c)           The Collateral Agent may vote all or
any of the Pledged Stock, act by consent in lieu of a meeting, and give all
consents, waivers and ratifications with respect thereto and otherwise act as
though it were the outright owner thereof and the Pledgor hereby irrevocably
constitutes and appoints the Collateral Agent (or its successor and assign) its
proxy and attorney-in-fact, with full power of substitution to do so.


 


(d)           All payments received and amounts
held or realized by the Collateral Agent pursuant to this Section, including
any cash held by the Collateral Agent as Pledged Collateral and 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 Pledged Collateral,
shall be promptly distributed by the Collateral Agent in the manner specified
in Section 9 of the Guarantee and Collateral Agreement, as if references to the
Lien Grantor therein were references to the Pledgor.


 


11.           Notices. Unless otherwise
expressly specified or permitted by the terms hereof, all notices and other
communications provided or permitted to be made hereunder shall be made in
accordance with Section 10.2 of the Credit Agreements except that notices,
requests and demands to or upon the Pledgor shall be addressed to the Pledgor
as follows: AerCap, Inc., 100


 


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N.E. Third Avenue, Suite 800, Fort Lauderdale, Florida
33301, Attention: Legal Department Facsimile: 974-760-7716, or to such other
address as the Pledgor shall notify to the Agents and the Collateral Agent in
writing.


 


12.           Continuing Security Interest;
Release. This Agreement shall create a continuing security interest in the
Pledged Stock and Rights and shall (i) remain in full force and effect
until payment and performance of the Obligations, (ii) be binding upon the
Pledgor and its successors and assigns, and (iii) inure to the benefit of
the Collateral Agent and its successors and transferees and assigns. The
security interest granted hereby shall terminate when all Obligations have been
paid and performed in full, at which time the Collateral Agent shall return the
Pledged Stock and the stock powers and shall upon request and at the expense of
the Pledgor, execute and deliver to the Pledgor such documents as the Pledgor
shall furnish to the Collateral Agent and reasonably request to evidence such
termination, all without recourse upon or warranty by the Collateral Agent and
at the cost and expense of the Pledgor.


 


13.           Construction. Captions and
section headings used herein are for convenience only and are not part of this
Agreement and shall not be used in construing it. In construing any provision
of this Agreement, no account shall be taken of the party who prepared this
Agreement and no presumption shall arise as a result thereof. In the event that
any one or more of the provisions of this Agreement shall be invalid, illegal
or unenforceable in any respect or in any jurisdiction, the validity, legality
and enforceability of the remaining provisions contained herein or of the same
provision in any other jurisdiction where the same shall be valid, legal or
enforceable, shall not in any way be affected or impaired thereby and each of
such provisions shall be severable to the maximum extent permitted by law.


 


14.           Counterparts. This Agreement
may be executed in multiple counterparts, each of which shall be an original
document and all of which together shall constitute but one and the same
agreement.


 


15.           No Implied Waivers; Remedies Not Exclusive. No failure by the
Collateral Agent or the Agents or any Lender to exercise, and no delay in
exercising and no course of dealing with respect to, any right or remedy shall
operate as a waiver thereof; nor shall any single or partial exercise by the
Collateral Agent or any Lender of any right or remedy preclude any other or
further exercise thereof or the exercise of any other right or remedy. The
rights and remedies specified herein and in each other are cumulative and are
not exclusive of any other rights or remedies provided by law.


 


16.           Successors And Assigns. This Agreement is for the benefit of
the Collateral Agent, the Agents and the Lenders. If all or any part of any
Lenders’ interest in any Obligation is assigned or otherwise transferred, the
transferor’s rights hereunder, to the extent applicable to the obligation so
transferred, shall be automatically transferred with such obligation. This
Agreement shall be binding on the Lien Grantors and their successors and
assigns.


 


17.           Amendments And Waivers. Neither this Agreement nor any
provision hereof may be waived, amended, modified or terminated except pursuant
to an agreement or agreements in writing entered into by the parties hereto.


 


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18.           Choice Of Law. This Agreement shall be construed in accordance
with and governed by the laws of the State of New York, except as otherwise
required by mandatory provisions of law and except to the extent that remedies
provided by the laws of any jurisdiction other than the State of New York are
governed by the laws of such jurisdiction.


 


19.           Waiver Of Jury Trial. EACH PARTY HERETO 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 ANY SECURITY DOCUMENT OR ANY TRANSACTION CONTEMPLATED THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 


20.           Severability. If any provision of any Security Document is invalid
or unenforceable in any jurisdiction, then, to the fullest extent permitted by
law (i) the other provisions of the Security Documents shall remain in full
force and effect in such jurisdiction and shall be liberally construed in favor
of the Collateral Agent, the Agents and the Lenders in order to carry out the
intentions of the parties thereto as nearly as may be possible, and (ii) the
invalidity or unenforceability of such provision in such jurisdiction shall not
affect the validity or enforceability thereof in any other jurisdiction.


 


[Intentionally
left blank. Signature page follows.]


 


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IN WITNESS WHEREOF,
the parties hereto have executed this Agreement as of the date first
hereinabove written.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  AERCAP, INC., as Pledgor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH, as Collateral Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


SCHEDULE I


 


Attached to and forming a part of that certain Share
Pledge Agreement, dated as of April 26 2006 between AerCap, Inc., as Pledgor
and CALYON New York Branch as Collateral Agent and pledgee.


 


 


PLEDGOR:  AerCap, Inc.


 




	
  Stock Issuer

  	
   

  	
  Class of

  Stock

  	
   

  	
  Stock

  Certificate

  Number

  	
   

  	
  Number

  of Shares

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AeroTurbine,
  Inc.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


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EXHIBIT A


 


AerCap, Inc.


 


as of April
26, 2006


 


AeroTurbine,
Inc.


2323
N.W. 82nd Avenue


Miami, Florida
33122-1512


 


Attention:              Corporate Secretary


 


Re:                               Senior
Credit Agreement dated as of the date hereof (the “Senior Credit Agreement”) among AeroTurbine, Inc. (the “Borrower”, as successor by merger to AerCap AT, Inc.),
the Senior Lenders (as defined therein) and CALYON New York Branch, as agent
for the Senior Lenders (the “Senior Agent”)
and Junior Credit Agreement dated as of the date hereof (the “Junior Credit Agreement”; and, collectively
with the Senior Credit Agreement, the “Credit
Agreements”) among the Borrower, the Junior Lenders (as defined therein)
and CALYON, Home Office, as agent for the Junior Lenders (the “Junior Agent”).


 


Dear Sir or
Madam:


 


In connection with the Credit Agreements, the
undersigned (the “Pledgor”) has
pledged and granted a first priority security interest in all of the Pledged
Stock (as defined below) and Rights (as defined below) to the Collateral Agent,
pursuant to the terms of the Pledge Agreement, dated as of April 26, 2006 (the “Pledge Agreement”), between the Pledgor and
the Collateral Agent, a copy of which is delivered to you herewith. Capitalized
terms used herein and not otherwise defined shall have the meaning given such
terms under the Pledge Agreement.


 


Please: 
(a) annotate the stock record book of the Borrower with the
following legend to reflect the existence of the above pledge and security
interest with respect to the Pledged Stock, and (b) maintain such legend
thereon until you receive written notice from the Collateral Agent of the
termination of the rights of the Collateral Agent under the Pledge Agreement:


 


“Sale,
transfer, assignment or other disposition of the shares of AeroTurbine, Inc.
(the “Borrower”), and the interest
represented thereby, held of record or beneficially by AerCap, Inc. (the “Pledgor”)
or at any time authorized or issued by the Borrower are restricted by and
subject to all of the terms, conditions and provisions of a certain Pledge
Agreement, dated as of April 26, 2006, between the Pledgor and CALYON New York
Branch, as collateral agent (the “Collateral
Agent”), a copy of which may be obtained from the Secretary of the
Borrower.”


 


Please confirm receipt of this letter, the Pledge
Agreement and your compliance with the requests contained above by signing a
copy of this letter in the space noted below and returning said copy to us.


 


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  Sincerely,

  
	
   

  	
   

  
	
   

  	
  AERCAP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  RECEIPT OF
  THE PLEDGE AGREEMENT, AND COMPLIANCE WITH THE FOREGOING ARE HEREBY
  ACKNOWLEDGED AND CONFIRMED:

  	
   

  
	
   

  	
   

  
	
  AEROTURBINE,
  INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate Secretary

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attest: