Exhibit
10.11


Dated _____ _____ 2006


AERCAP
DUTCH AIRCRAFT LEASING I B.V.


as Borrower


CALYON

as Senior Arranger and Senior Agent


CALYON

as Collateral Trustee


CERTAIN FINANCIAL INSTITUTIONS

as Senior Lenders




SENIOR
LOAN FACILITY AGREEMENT


with
respect to a US$[•] Senior secured loan facility


 








 

















 


CONTENTS


	
  CLAUSE

  	
   

  	
  PAGE

  
	
  1.

  	
  DEFINITIONS
  AND INTERPRETATION

  	
  1

  
	
  2.

  	
  THE SENIOR
  FACILITY

  	
  1

  
	
  3.

  	
  PURPOSE

  	
  2

  
	
  4.

  	
  CONDITIONS OF
  UTILISATION

  	
  2

  
	
  5.

  	
  UTILISATION

  	
  2

  
	
  6.

  	
  REPAYMENT

  	
  4

  
	
  7.

  	
  PREPAYMENT
  AND CANCELLATION

  	
  6

  
	
  8.

  	
  INTEREST

  	
  9

  
	
  9.

  	
  INTEREST
  PERIODS

  	
  9

  
	
  10.

  	
  FEES

  	
  10

  
	
  11.

  	
  DETERMINATION
  OF LIBOR, CHANGES TO THE CALCULATION OF INTEREST, BREAK COSTS AND BREAK GAINS

  	
  11

  
	
  12.

  	
  TAX GROSS UP
  AND INDEMNITIES

  	
  12

  
	
  13.

  	
  INCREASED
  COSTS

  	
  14

  
	
  14.

  	
  OTHER
  INDEMNITIES

  	
  16

  
	
  15.

  	
  MITIGATION BY
  THE SENIOR LENDERS

  	
  18

  
	
  16.

  	
  COSTS AND
  EXPENSES

  	
  19

  
	
  17.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  20

  
	
  18.

  	
  BORROWER
  UNDERTAKINGS

  	
  20

  
	
  19.

  	
  SENIOR EVENTS
  OF DEFAULT

  	
  23

  
	
  20.

  	
  CHANGES TO
  THE SENIOR LENDERS

  	
  27

  
	
  21.

  	
  ROLE OF THE
  SENIOR ARRANGER AND THE SENIOR AGENT

  	
  30

  
	
  22.

  	
  CONDUCT OF
  BUSINESS BY THE SENIOR FINANCE PARTIES

  	
  35

  
	
  23.

  	
  PAYMENT
  MECHANISMS

  	
  36

  
	
  24.

  	
  SET-OFF

  	
  37

  
	
  25.

  	
  PARTIAL
  INVALIDITY

  	
  38

  
	
  26.

  	
  REMEDIES AND
  WAIVERS

  	
  38

  
	
  27.

  	
  COUNTERPARTS

  	
  38

  
	
  28.

  	
  THIRD PARTY
  RIGHTS

  	
  38

  
	
  29.

  	
  GOVERNING LAW

  	
  38

  
	
  30.

  	
  ENFORCEMENT

  	
  38

  
	
  31.

  	
  LIMITED
  RECOURSE

  	
  39

  
	
  SCHEDULE 2
  THE ORIGINAL LENDERS

  	
  43

  



 


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  SCHEDULE 3

  	
  44

  
	
  PART A CONDITIONS PRECEDENT TO SIGNING

  	
  44

  
	
  PART B CONDITIONS PRECEDENT TO AIRCRAFT
  DELIVERY

  	
  46

  
	
  SCHEDULE 4
  UTILISATION REQUEST

  	
  47

  
	
  SCHEDULE 5
  FORM OF TRANSFER CERTIFICATES

  	
  48

  
	
  SCHEDULE 6
  TIMETABLES

  	
  50

  
	
  SCHEDULE 7
  REPRESENTATIONS AND WARRANTIES

  	
  51

  
	
  SCHEDULE 8
  ELIGIBLE AIRCRAFT

  	
  54

  
	
  SCHEDULE 9
  SENIOR ALLOCATED LOANS

  	
  55

  
	
  SCHEDULE 10
  APPLICABLE PERCENTAGES

  	
  56

  
	
  SCHEDULE 11
  FORM OF SENIOR LOAN SUPPLEMENT

  	
  57

  
	
  SCHEDULE 12
  CORE LEASE PROVISIONS

  	
  58

  
	
  SCHEDULE 13
  ASSUMPTIONS

  	
  59

  
	
  SCHEDULE 14
  LTV FORECASTS

  	
  60

  



 


ii

















 


THIS AGREEMENT is
dated [_____ _____] and made between:


(1)                                  AERCAP DUTCH AIRCRAFT LEASING I B.V. a
company incorporated under the laws of The Netherlands and having its
registered office at Evert van de Beekstraat 312, 1118 CX Schiphol, the
Netherlands (Borrower);


(2)                                  CALYON, a societe anonyme
organised under the laws of France (Senior Arranger) and in its capacity as senior
agent (Senior Agent);


(3)                                  CALYON, in its capacity as
collateral trustee (Collateral
Trustee); and


(4)                                  THE FINANCIAL INSTITUTIONS listed in
Schedule 2 as lenders (Original Lenders).


IT IS AGREED as
follows:


1.             DEFINITIONS AND INTERPRETATION


Unless otherwise
defined in this Agreement or the context otherwise requires, words and
expressions used in this Agreement have the meanings and constructions ascribed
to them in the Master Definitions Schedule set out in [Appendix A] of the deed
or proceeds and priorities which is dated on or about the date of this
Agreement and made between, inter alios,
the parties hereto (as amended, varied and supplemented from time to time in
accordance with its terms, the DPP).


2.             THE SENIOR FACILITY


The Senior Facility


2.1       (a)   Subject to the terms of this
Agreement, the Senior Lenders make available to the Borrower a Dollar loan
facility in an aggregate amount equal to the Total Commitments during the
Availability Period.


(b)                                 The Senior Facility shall be utilised by
way of up to 25 Senior Allocated Loans, one in respect of each Eligible
Aircraft, as set out in Schedule 9;


The Availability Period


2.2           If, on 30 December 2006, one or more
Eligible Aircraft remain to be financed hereunder, the Availability Period
shall be extended to 28 February 2007 (the Extension) provided that:


(a)                                  on 30 December 2006 the Borrower draws any
remaining undrawn amount under the Junior Loan Agreement and places such amount
in a pre-funding account charged in favour of the Collateral Trustee; and


(b)                                 the Extension shall apply to a maximum of
seven Eligible Aircraft only.


 


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3.             PURPOSE


Purpose


3.1       (a)   The Borrower shall apply the
full amount of each Senior Allocated Loan solely towards the financing of the
Purchase Price or the refinancing of the Purchase Price in respect of the
Eligible Aircraft to which the Senior Allocated Loan relates.


(b)                                 The Borrower shall not apply any amount
borrowed of any Senior Allocated Loan towards the financing of the Purchase
Price in respect of any Eligible Aircraft other than the Eligible Aircraft to
which that Senior Allocated Loan relates or for any other purpose except the
purpose referred to in clause 3.1(a).


Monitoring


3.2           No Senior Finance Party is bound to
monitor or verify the application of any amount borrowed pursuant to this
Agreement.


4.             CONDITIONS OF UTILISATION


Conditions Precedent


4.1           The Borrower shall not deliver any
Utilisation Request unless all of the Conditions Precedent to Signing are
satisfied on the date hereof in form and substance satisfactory to the Senior
Agent or waived in writing by the Senior Agent. The Senior Agent shall notify
the Borrower and the Senior Lenders promptly upon being so satisfied or if such
Conditions Precedent to Signing are waived by the Senior Agent.


Further Conditions Precedent


4.2           Subject to clauses 4.1 and 4.3, the
Senior Lenders will only be obliged to comply with clause 5.7 if on the date of
the relevant Utilisation Request and on the proposed Utilisation Date:


(a)                                  no Relevant Event or Termination Event has
occurred or is continuing or would result from the proposed Senior Allocated
Loan; and


(b)                                 all representations made by the Borrower
pursuant to the terms of this Agreement are true in all material respects.


Conditions Precedent
to Aircraft Delivery


4.3           The Senior Lenders will further only
be obliged to comply with clause 5.7 if on a Utilisation Date all of the
Conditions Precedent to Aircraft Delivery are satisfied or waived in writing by
the Senior Agent.


5.             UTILISATION


Delivery of a Utilisation Request


5.1           The Borrower may utilise a Senior
Allocated Loan by delivering to the Senior Agent a duly completed Utilisation
Request for such Senior Allocated Loan not later than 3 Business Days prior to
the proposed Utilisation Date.


 


2

















 


Completion of a Utilisation Request


5.2       (a)     Each Utilisation Request
is irrevocable and will not be regarded as having been duly completed unless:


(i)                   if it is the first Utilisation
Request, the proposed Utilisation Date falls prior to 30 September 2006;


(ii)                it identifies the Eligible
Aircraft to which that Senior Allocated Loan relates;


(iii)             the proposed Utilisation Date
is a Business Day within the Availability Period that corresponds to the Delivery
Date of the Eligible Aircraft; and


(iv)            the currency and amount of the
Senior Allocated Loan comply with clauses 5.3, 5.4, 5.5 and 5.6.


(b)                                 Only one Senior Allocated Loan may be
requested in each Utilisation Request.


Currency and amount


5.3           The currency of each Senior Allocated
Loan is Dollars.


5.4           The amount of any proposed Senior
Allocated Loan must not be more than the lesser of (a) the Available
Senior Facility Commitment and (b) the Notional Senior Allocated Loan Amount
for the related Eligible Aircraft, as adjusted pursuant to the provisions of
clause 5.5 and, if applicable, clause 5.6.


5.5           Upon receipt of a Utilisation
Request, the Senior Agent shall adjust the Notional Senior Allocated Loan
Amount for the related Eligible Aircraft so as to ensure that such Notional
Senior Allocated Loan Amount is equal to the lesser of:


(a)                                  an amount equal to 90% of the Purchase
Price for such Eligible Aircraft; and


(b)                                 an amount equal to the Notional Senior
Allocated Loan Amount for such Eligible Aircraft multiplied by the percentage
appearing in the column in the table set out in Schedule 10 to the Senior Loan
Agreement for the month during which the Utilisation Date is to occur and which
is opposite the period in column 1 of such table during which the Utilisation
Date is to occur.


5.6       (a)    In respect of the final
Eligible Aircraft to be financed under the Senior Facility, the Notional Senior
Allocation Loan Amount for that Eligible Aircraft shall, following adjustment
pursuant to clause 5.5, be further adjusted if any of the Assumptions would be
incorrect as at the Utilisation Date in respect of any Eligible Aircraft.


(b)                                 Any adjustment contemplated in paragraph
(a) above shall be made using [the sensitivity analysis agreed between the
Senior Agent and the Borrower] [to be discussed]


The Senior Lenders’ participation


5.7           If the conditions set out in this
Agreement have been met, each Senior Lender shall make its participation in
each Senior Allocated Loan available by the Utilisation Date through its
Facility Office.


 


3

















 


5.8           The amount of each Senior Lender’s
participation in each Senior Allocated Loan will be equal to the proportion
borne by its Available Senior Commitment to the Available Senior Facility
Commitment immediately prior to making that Senior Allocated Loan.


5.9           The Senior Agent shall notify each
Senior Lender of the amount of each Senior Allocated Loan and the amount of its
participation in that Senior Allocated Loan, in each case by the Specified
Time.


Delay in drawdown


5.10         If, after delivery to the Senior Agent
of a duly completed Utilisation Request in respect of a Senior Allocated Loan,
the Borrower notifies the Senior Agent in writing that such Senior Allocated
Loan will not be drawndown on the proposed Utilisation Date (a Delay in Drawdown)
then:


(a)                                  the Borrower shall as soon as possible, but
in any event no later than the proposed Utilisation Date, notify the Senior
Agent of the date when the Senior Allocated loan will be drawndown, provided
that such date shall not be more than 15 Business Days after the proposed
Utilisation Date;


(b)                                 the Senior Agent shall, subject to
receiving sufficient notice of the Delay in Drawdown as provided in clause (a)
above, invest the amount of such Senior Allocated Loan in an interest bearing
account for the period of the Delay in Drawdown as notified by the Borrower in
paragraph (a) above; and


(c)                                  the Borrower shall pay all funding costs
and Break Costs (less Break Gains) in relation to the delay in drawdown
including without limitation interest and other expenses in respect of such
delay.


5.11         If the provisions of clause 5.10 (a)
and (c) are satisfied and the Delay in Drawdown is for a period no longer than
15 Business Days no further Utilisation Request shall be required in respect of
the relevant Senior Allocated Loan.  If
the Delay in Drawdown is for a period of longer than 15 Business Days the
Senior Agent may require the Borrower to issue a further Utilisation Request in
respect of the relevant Senior Allocated Loan.


5.12         Only one Delay in Drawdown shall be
permitted in respect of each Senior Allocated Loan.


6.             REPAYMENT


Minimum Senior Principal Amount


6.1           The Borrower shall repay the Senior
Loan by instalments payable on each Repayment Date.  The amount of each instalment shall be equal
to the Minimum Senior Principal Amount calculated as follows for each Repayment
Date:


	
  X

  	
   

  	
  =

  	
   

  	
  The difference, if positive, between SL and FMSPT.

  
	
  Where

  	
   

  	
   

  	
   

  	
   

  



 


4

















 


	
  X

  	
   

  	
  =

  	
   

  	
  Minimum Senior Principal Amount for the relevant
  Repayment Date;

  
	
  SL

  	
   

  	
  =

  	
   

  	
  The outstanding principal amount of the Senior Loan
  immediately prior to the payment to be made on the relevant Repayment Date;

  
	
  FMSPT

  	
   

  	
  =

  	
   

  	
  The aggregate of the Final Minimum Senior Principal
  Targets for all Financed Aircraft for the relevant Repayment Date.

  



 


6.2           To the extent of available funds and
subject to the priority of payments set out in clause 6.1 or 6.2 (Application of Net Available Collections) as applicable, of the DPP, the Borrower
will make additional principal payments under the Senior Loan in amounts equal
to amounts applied pursuant to clause 6.1(l) or 6.2(h), as applicable, of the
DPP.


Balloon Repayment


6.3           On the Maturity Date, the Borrower
shall be obliged to repay in full the principal amount outstanding under the
Senior Loan.


Calculation of Final Minimum Senior Principal
Amounts


6.4       (a)            On the Closing Date and each Utilisation
Date thereafter, the Senior Agent shall prepare a schedule comprising the
Repayment Dates and the Final Minimum Senior Principal Amounts for each
Financed Aircraft and for each Repayment Date. 
Such schedule (a Final
Minimum Senior Principal Schedule) shall be prepared by
multiplying (i) each amount in the column relating to the Eligible
Aircraft to be financed on the Closing Date or such Utilisation Date, as the
case may be, in the Allocated Loans Table by (ii) the percentages
appearing in the column, in the table set out in Schedule 10 to the Senior Loan
Agreement, for the month during which the Closing Date or such Utilisation
Date, as the case may be, occurs.


(b)                                 For the avoidance of doubt, once the Final
Minimum Senior Principal Amounts have been calculated for a Financed Aircraft,
such amounts shall not be recalculated when the Senior Agent prepares a new Final
Minimum Senior Principal Schedule to take account of any Financed Aircraft in
respect of which the Final Minimum Senior Principal Amount is subsequently
calculated, unless clause 6.5 applies.


(c)                                  Upon preparation of a Final Minimum Senior
Principal Schedule, the Senior Agent and the Borrower shall sign a Senior Loan
Supplement (to which such Final Minimum Senior Principal Schedule shall be
appended) and any previous Final Minimum Senior Principal Schedule shall be
superceded by the Final Minimum Senior Principal Schedule appended to such
Senior Loan Supplement.


6.5           If, in respect of the final Eligible
Aircraft to be financed under the Senior Facility, any of the Assumptions prove
to be incorrect as at the relevant Utilisation Date, then the Senior Agent shall
prepare a new Final Minimum Senior Principal Schedule as contemplated in Clause
6.4, but the Final Minimum Senior Principal Amounts for each Financed Aircraft
shall be adjusted using [the sensitivity analysis agreed between the Senior
Agent and the Borrower] [to
be discussed]


No Re-borrowing


 


5

















 


6.6           The Borrower may not re-borrow any
part of the Senior Loan which is repaid or prepaid.


Allocation of payments


6.7           Any payment of principal made by the
Borrower pursuant to clauses 6.1, 6.2 or 6.3 shall be applied pro rata against
the principal amount outstanding under each Senior Allocated Loan.


7.             PREPAYMENT AND CANCELLATION


Illegality affecting Senior Lender


7.1           If it becomes unlawful or contrary to
any applicable law in any jurisdiction for a Senior Lender to perform any of
its obligations as contemplated by this Agreement or to fund or maintain its
participation in the Senior Loan or any Senior Allocated Loan:


(a)                                  that Senior Lender shall promptly notify the
Senior Agent upon becoming aware of that event;


(b)                                 if, at that time, the relevant Senior
Allocated Loan has not been made the Senior Commitment of that Senior Lender
will be immediately cancelled; and


(c)                                  the Borrower shall repay that Senior Lender’s
participation in the Senior Loan on the last day of the Interest Period
occurring after the Senior Agent gives notice to the Borrower pursuant to
paragraph (a).


Illegality affecting Borrower


7.2           If it becomes unlawful or contrary to
any applicable law in any jurisdiction for the Borrower to perform any of its
obligations under this Agreement or any Operative Document, or this Agreement
or any Operative Document becomes wholly or partially invalid or unenforceable:


(a)                                  the Borrower shall notify the Senior Agent
without delay upon becoming aware of that event or the Senior Agent shall
without delay notify the Borrower and the Senior Lenders upon becoming aware of
that event; and


(b)                                 the Borrower shall (subject to clause 15.1
(Mitigation) repay the Senior
Loan in full within 5 Business Days of the giving of the notice pursuant to
paragraph (a).


Mandatory Prepayment


7.3           If a Mandatory Prepayment Event
occurs, then on the Repayment Date immediately following the date on which the
Borrower receives any Applicable Proceeds, the Borrower shall prepay the full
outstanding principal amount of the Allocated Senior Loan related to the
Financed Aircraft in respect of which the Mandatory Prepayment Event has
occurred.  All such Applicable Proceeds
shall be applied by the Collateral Trustee in accordance with clause 9 the DPP.


7.4           To the extent that, following the
occurrence of a Mandatory Prepayment Event and the application of the
Applicable Proceeds in accordance with clause 7.3, the Senior Agent receives an
amount (a Surplus Senior
Loan Amount) pursuant to paragraph (e) of Clause 9 of the DPP,
an amount of the Senior Loan equal to the Surplus Senior Loan Amount shall
become immediately


 


6

















 


due and
payable, whereupon the Senior Agent shall apply the Surplus Senior Loan Amount
to repay the amount of the Senior Loan which has so become due and payable.


Sale of Aircraft Pursuant to a Put Agreement


7.5           If the Borrower sells a Financed
Aircraft in accordance with the provisions of a Put Agreement, then on the
Repayment Date which is the relevant Put Option Date, the Borrower shall repay
the full outstanding principal amount of the Allocated Senior Loan related to
the Financed Aircraft in respect of which the provisions of the relevant Put
Agreement have been exercised.  All such
Put Proceeds shall be applied by the Collateral Trustee in accordance with
clause 10 of the DPP.


Voluntary prepayment of Senior Loan


7.6       (a)            Subject to clause 7.5(b), the
Borrower may, if it gives the Senior Agent not less than five (5) Business Days’
prior notice (or such shorter period as the Senior Agent acting reasonably may
agree), prepay on any Repayment Date the whole or any part of the Senior Loan
(but, if in part, being an amount that reduces the Senior Loan by an integral
multiple of US$[•]).


(b)                                 The Borrower shall repay in full the amount
outstanding under the Liquidity Facility prior to the prepayment of any part of
the Senior Loan pursuant to clause 7.5(a).


(c)                                  Any prepayment under clause 7.6(a)
shall be applied pro rata against the
principal amount outstanding under each Senior Allocated Loan.


Right of repayment and cancellation in
relation to a single Senior Lender


7.7                                 (a) If:


(i)                   any sum payable to any Senior
Lender by the Borrower is required to be increased under paragraph (c) of
clause 12.1 (Tax gross-up); or


(ii)                any Senior Lender claims indemnification
from the Borrower under clause  12.2 (Tax
indemnity) or clause 13 (Increased costs);


the Borrower
may, whilst (in the case of paragraphs (i) and (ii) above) the
circumstance giving rise to the requirement or indemnification continues give
the Senior Agent notice of cancellation of the Commitment of that Senior Lender
and its intention to procure the prepayment of that Senior Lender’s
participation in the Senior Loan.


(b)                                 On receipt of a notice referred to in
paragraph (a), the Commitment of that Senior Lender shall immediately be
reduced to zero.


(c)                                  On the last day of each Interest Period
which ends after the Borrower has given notice under paragraph (a) (or, if
earlier, the date specified by the Borrower in that notice), the Borrower shall
prepay that Senior Lender’s participation in the Senior Loan.


 


7

















 


Restrictions


7.8                                 (a)           Any
notice of cancellation or prepayment given by the Borrower under this
clause 7 shall be irrevocable and, unless a contrary indication appears in
this Agreement, shall specify the date or dates upon which the relevant
cancellation or prepayment is to be made and the amount of that cancellation or
prepayment.


(b)                                 Any prepayment under this Agreement shall
be made together with accrued interest on the amount prepaid, any Break Costs
(and less Break Gains, if any), and, if applicable, any Prepayment Fee payable
pursuant to clause 10.2.


(c)                                  The Borrower may not reborrow any part of
the Senior Facility which is prepaid.


(d)                                 The Borrower shall not repay or prepay all
or any part of the Senior Loan or cancel all or any part of the Commitments
except at the times and in the manner expressly provided for in this Agreement.


(e)                                  No amount of the Total Commitments
cancelled under this Agreement may be subsequently reinstated.


(f)                                    If the Senior Agent receives a notice under
this clause 7 it shall promptly forward a copy of that notice to either
the Borrower or the affected Senior Lender, as appropriate.


Special Repayments


7.9           If after the Delivery Date in respect
of a Financed Aircraft, the Borrower receives any Special Proceeds in respect
of that Financed Aircraft, the Borrower shall on the Repayment Date immediately
following the date on which the Borrower receives any Special Proceeds, pay to
the Collections Account for allocation by the Collateral Trustee pursuant to
clause 9.2 (Application of Special Proceeds)
of the DPP a sum calculated as the product of:


(a)                                  the ratio between the Allocated Senior Loan
in respect of the Financed Aircraft and the Purchase Price in respect of that
Financed Aircraft; multiplied by


(b)                                 the amount of Special Proceeds received.


7.10         If the Borrower has not purchased all
of the Eligible Aircraft by the end of the Availability Period1, the
Borrower shall on the expiry of the Availability Period pay to the Collections
Account for allocation by the Collateral Trustee pursuant to clause 9.2 (Application of Special Proceeds) of the
DPP a sum calculated as follows:






1                                            Note that there is no need to
refer to the extension period here as it is incorporated into the definition of
the Availability Period, if applicable.


(i)                           10 per cent., if the weighted
average age of the Financed Aircraft acquired by the Borrower as at the expiry
of the Availability Period is less than or equal to 13 years; or


(ii)                        if the weighted average age of
the Financed Aircraft acquired by the Borrower as at the expiry of the
Availability Period exceeds 13 years, the lower of:


 


8

















 


(A)                              10 per cent., plus 1 per cent. for each
incremental month of age over 13 years of the weighted average age of the
Financed Aircraft acquired by the Borrower as at the expiry of the Availability
Period;  and


(B)                                25 per cent.


in each case,
of the aggregate Notional Allocated Senior Loan Amount in respect of each
Eligible Aircraft which has not been purchased by the Borrower during the
Availability Period.


Application of Special Repayments


7.11         Any payment made by the Borrower
pursuant to clause 7.9 or 7.10 shall be applied pro rata against the principal
amount outstanding under each Senior Allocated Loan.


8.             INTEREST


Calculation of interest


8.1           The rate of interest on the Senior Loan
for each Interest Period is the percentage rate per annum which is the
aggregate of the applicable:


(a)                                  Senior Margin; and


(b)                                 LIBOR;


calculated on
the basis of a year of 360 days and the actual number of days elapsed in each
Interest Period.


Payment of interest


8.2           The Borrower shall pay accrued
interest on the Senior Loan on each Repayment Date.


Default interest


8.3           If the Borrower fails to pay any
amount payable by it under an Operative Document on its due date interest at
the Senior Default Rate shall accrue on the overdue amount from the due date
until the date of actual payment (both before and after judgment).


8.4           Default interest (if unpaid) arising
on an overdue amount will be compounded with the overdue amount at the end of
each Interest Period applicable to that overdue amount but will remain
immediately due and payable.


Notification of rates of interest


8.5           The Senior Agent shall promptly
notify the Senior Lenders and the Borrower of the determination of a rate of
interest under this Agreement.


9.             INTEREST PERIODS


9.1           The first Interest Period for a
Senior Allocated Loan shall start on its Utilisation Date and end on the
immediately succeeding Repayment Date. 
Each subsequent Interest Period shall start


 


9

















 


on the last
day of its preceding Interest Period and end on the immediately succeeding
Repayment Date.


9.2           An Interest Period shall not extend
beyond the Maturity Date.


10.          FEES


Commitment Fee


10.1        (a)  The Borrower shall pay to the
Senior Agent (for the account of the Senior Lenders each in the proportion
which its unutilised Commitment bears to the unutilised Total Commitments) a
fee in Dollars computed at the rate of 0.375% per annum on an amount equal to
the daily average unutilised Total Commitments calculated with reference to the
period from and including the date of this Agreement to the Utilisation Date in
respect of the last Eligible Aircraft to be financed herewith.


(b)                                 The accrued commitment fee is payable on
each Repayment Date in the Availability Period and, if the unutilised Senior
Facility is cancelled in full, on the date the cancellation is effective.


Prepayment Fee


10.2         If the Borrower prepays any amount of
the Senior Loan in accordance with clause 7.6 the Borrower shall pay to the
Senior Agent (for the account of the Senior Lenders each in the proportion
which its unutilised Commitment bears to the unutilised Total Commitments) a
fee in Dollars computed at the rate of:


(a)                                  0.5 per cent. (if the Prepayment Date
occurs prior to the first anniversary of the Closing Date); or


(b)                                 0.25 per cent. (if the Prepayment Date
occurs on or after the first anniversary of the first Closing Date and prior to
the second anniversary of the Closing Date),


in each case,
of the amount so prepaid.


10.3         No prepayment fee shall be payable in
respect of:


(a)                                  any amount prepaid in accordance with
clause 7.5 after the second anniversary of the Closing Date; or


(b)                                 the sale of any Financed Aircraft in
accordance with the terms of this Agreement and the DPP.


Agency Fee


10.4         The Borrower shall pay to the Senior
Agent (for its own account) certain fees calculated pursuant to the Agency and
Collateral Trustee Fee Letter at the times, in the amounts and in the manner
set out in the Agency and Collateral Trustee Fee Letter.


Arrangement Fee


 


10

















 


10.5         The Borrower shall pay to the Senior
Arranger on the Closing Date an arrangement fee as calculated in accordance
with the Arrangement Fee Letter.


11.          DETERMINATION OF LIBOR, CHANGES TO THE
CALCULATION OF INTEREST, BREAK COSTS  AND
BREAK GAINS


Absence of quotations


11.1         Subject to clause 11.2 (Market disruption), if LIBOR is to be determined by
reference to the Reference Banks but a Reference Bank does not supply a
quotation by the Specified Time on the Quotation Day, the applicable LIBOR
shall be determined on the basis of the quotations of the remaining Reference
Banks.


Market disruption


11.2        (a)    If a Market Disruption
Event occurs in relation to the Senior Loan for any Interest Period, then the
rate of interest on each Senior Lender’s share of the Senior Loan for the
Interest Period shall be the rate per annum which is the sum of:


(i)                           the Senior Margin; and


(ii)                        the rate notified to the
Senior Agent by that Senior Lender as soon as practicable and in any event
before interest is due to be paid in respect of that Interest Period, to be
that which expresses as a percentage rate per annum the cost to that Senior
Lender of funding its participation in the Senior Loan from whatever source it
may reasonably select.


(b)                                 In this Agreement Market Disruption Event
means:


(i)                           at or about noon on the
Quotation Day for the relevant Interest Period the Screen Rate is not available
and none or only one of the Reference Banks supplies a rate to the Senior Agent
to determine LIBOR for the relevant currency and Interest Period; or


(ii)                        before close of business in
London on the Quotation Day for the relevant Interest Period, the Senior Agent
receives notifications from a Senior Lender or Senior Lenders (whose aggregate
participations in the Senior Loan exceed [•] per cent of the Senior Loan)
that the cost to it or them of obtaining matching deposits in the Relevant
Interbank Market would be in excess of LIBOR.


Alternative basis of interest or funding


11.3        (a)    If a Market Disruption
Event occurs and the Senior Agent or the Borrower so requires, the Senior Agent
and the Borrower shall enter into negotiations (for a period of not more than
thirty days) with a view to agreeing a substitute basis for determining the
rate of interest.


 


11

















 


(b)                                         Any alternative basis agreed
pursuant to paragraph (a) shall, with the prior consent of all the Senior
Lenders and the Borrower, be binding on all Parties.2










2                                                    Note that the Borrower has the
right to prepay at any time so there is no need to expressly specify that there
is a right to repay early in this case.


Break Costs and Break Gains


11.4         The Borrower shall, within 3 Business
Days of demand by a Senior Finance Party, pay to that Senior Finance Party its
Break Costs attributable to all or any part of the Senior Loan or Unpaid Sum
being paid by the Borrower on a day other than the last day of an Interest
Period for the Senior Loan or Unpaid Sum (including, without limitation, as a
result of any indemnity payment).


11.5         The Senior Agent shall, within 3
Business Days of demand by the Borrower, pay to the Collateral Trustee any
Break Gains attributable to all or any part of the Senior Loan or Unpaid Sum
being paid by the Borrower on a day other than the last day of an Interest
Period for the Senior Loan or Unpaid Sum. 
All such Break Gains shall be applied by the Collateral Trustee in
accordance with the DPP.


11.6         Each Senior Lender shall, as soon as
reasonably practicable after a demand by the Senior Agent, provide a
certificate confirming the amount of its Break Costs or any Break Gains for any
Interest Period in which they accrue.


12.          TAX GROSS UP AND INDEMNITIES


Tax gross-up


12.1        (a)  The Borrower shall make all
payments to be made by it, and shall procure that all payments made on its
behalf are made, without any Tax Deduction, unless a Tax Deduction is required
by law.


(b)                                 The Borrower shall promptly upon becoming
aware that it must make a Tax Deduction (or that there is any change in the
rate or the basis of a Tax Deduction) notify the Senior Agent accordingly.
Similarly, a Senior Lender shall notify the Senior Agent on becoming so aware
in respect of a payment payable to that Senior Lender. If the Senior Agent
receives such notification from a Senior Lender it shall notify the Borrower.


(c)                                  If a Tax Deduction is required by law to be
made by the Borrower, the amount of the payment due from it shall be increased
to an amount which (after making any Tax Deduction) leaves an amount equal to
the payment which would have been due if no Tax Deduction had been required.


(d)                                 The Borrower shall not be required to make
an increased payment to a Senior Lender under sub-clause (b) above
for a Tax Deduction in respect of tax imposed by the Netherlands from a payment
of interest on a Loan, if on the date on which the payment falls due:


(i)                           the relevant Senior Lender is
a Treaty Lender and the Borrower is able to demonstrate that the payment could
have been made to the Senior Lender without


 


12





















 


the Tax
Deduction had that Senior Lender complied with its obligations under sub-clause (iii)
below.


(ii)                        If the Borrower is required to
make a Tax Deduction, the Borrower shall make that Tax Deduction and any
payment required in connection with that Tax Deduction within the time allowed
and in the minimum amount required by law.


(iii)                     Within thirty days of making
either a Tax Deduction or any payment required in connection with that Tax
Deduction, the Borrower shall deliver to the Senior Agent for the Senior
Finance Party entitled to the payment evidence reasonably satisfactory to that
Senior Finance Party that the Tax Deduction has been made or (as applicable)
any appropriate payment paid to the relevant taxing authority.


(iv)                    A Treaty Lender and the
Borrower which makes a payment to which that Treaty Lender is entitled shall
co-operate in completing any procedural formalities necessary for the Borrower
to obtain authorisation to make that payment without a Tax Deduction.


Tax indemnity


12.2        (a)   The Borrower shall (within 3
Business Days of demand by the Senior Agent) pay to a Protected Party an amount
equal to the loss, liability or cost which that Protected Party determines will
be or has been (directly or indirectly) suffered for or on account of Tax by
that Protected Party in respect of an Operative Document.


(b)                                 Sub-clause (a) above shall not apply:


(i)                   with respect to any Tax
assessed on a Protected Party:


(A)                              under the law of the jurisdiction in which
that Protected Party is incorporated or, if different, the jurisdiction (or
jurisdictions) in which that Protected Party is treated as resident for tax
purposes; or


(B)                                under the law of the jurisdiction in which
that Protected Party’s Facility Office is located in respect of amounts
received or receivable in that jurisdiction,


(ii)                if that Tax is imposed on or
calculated by reference to the net income received or receivable (but not any
sum deemed to be received or receivable) by that Protected Party Party; or


(iii)             to the extent a loss,
liability or cost:


(A)                              is compensated for by an increased payment
under clause 12.1; or


(B)                                would have been compensated for by an
increased payment under clause 12.1 but was not so compensated solely because
the exclusions in clause 12.1 (d) applied.


 


13





















 


(c)                                  A Protected Party making, or intending to
make a claim under paragraph 12.2 above shall promptly notify the Senior Agent
of the event which will give, or has given, rise to the claim, following which
the Senior Agent shall notify the Borrower.


(d)                                 A Protected Party shall, on receiving a
payment from the Borrower under this clause 12, notify the Senior Agent.


Tax Credit


12.3         If the Borrower makes a Tax Payment and
the relevant Senior Finance Party determines that:


(a)                                  a Tax Credit is attributable either to an
increased payment of which that Tax Payment forms a part, or to that Tax
Payment; and


(b)                                 that Senior Finance Party has obtained,
utilised and retained that Tax Credit,


the Senior Finance Party shall pay an amount to the Borrower which that
Senior Finance Party determines will leave it (after that payment) in the same
after-Tax position as it would have been in had the Tax Payment not been
required to be made by the Borrower and the circumstances giving rise to it had
not arisen.


Stamp taxes


12.4         The Borrower shall pay and, within 3
Business Days of demand, indemnify each Senior Finance Party against any cost,
loss or liability that Senior Finance Party incurs in relation to all stamp
duty, registration, transfer and other documentary and other similar Taxes
payable in respect of any Operative Document.


Value added tax


12.5         All consideration expressed to be
payable under an Operative Document by any party to such document shall be
deemed to be exclusive of any VAT.  If
VAT is chargeable on any supply made by any Senior Finance Party to the
Borrower in connection with an Operative Document, the Borrower shall pay to
the Senior Finance Party (in addition to and at the same time as paying the
consideration) an amount equal to the amount of the VAT.


12.6         Where an Operative Document requires
the Borrower to reimburse a Senior Finance Party for any costs or expenses, the
Borrower shall also at the same time pay and indemnify the Senior Finance Party
against all VAT incurred by the Senior Finance Party in respect of the costs or
expenses to the extent that the Senior Finance Party reasonably determines that
it is not entitled to credit or repayment of the VAT.


13.          INCREASED COSTS


Increased costs


13.1        (a)  Subject to clause 13.3 the
Borrower shall, within 5 Business Days of a demand by the Senior Agent, pay for
the account of a Senior Finance Party the amount of any Increased Costs
incurred by that Senior Finance Party or any of its affiliates as a result of:


 


14





















 


(i)                   the introduction of or any
change in (or in the interpretation, administration or application of) any law
or regulation; or


(ii)                compliance with any law or
regulation,


in each case
made, exacted or imposed after the date of this Agreement.


(b)                                 In this Agreement Increased Costs
means:


(i)                   a reduction in the rate of
return from the Facility or on a Senior Finance Party’s (or its affiliate’s)
overall capital;


(ii)                an additional or increased
cost; or


(iii)             a reduction of any amount due
and payable under any Operative Document,


which is
incurred or suffered by a Senior Finance Party or any of its affiliates to the
extent that it is attributable to that Senior Finance Party having entered into
its Commitment or funding or performing its obligations under any Operative
Document.


Increased cost claims


13.2        (a)  A Senior Finance Party
intending to make a claim pursuant to clause 13.1 shall notify the Senior Agent
of the event giving rise to the claim, following which the Senior Agent shall
promptly notify the Borrower.


(b)                                 Each Senior Finance Party shall, as soon as
practicable after a demand by the Senior Agent, provide a certificate
confirming the amount of its Increased Costs.


Exceptions


13.3   (a)   Clause
13.1 does not apply to the extent any Increased Cost is:


(i)                   attributable to a Tax
Deduction required by law to be made by the Borrower;


(ii)                compensated for by clause 12.2 (or would
have been compensated for under clause 12.2 but was not so compensated solely
because any of the exclusions in sub-clause (b) of that clause applied);


(iii)             incurred by a Senior Finance Party or any
of its Affiliates as a result of complying with any applicable law or
regulation after the date hereof in connection with the implementation of any
provision of the Basel II Capital Accord; or


(iv)            attributable to the wilful breach by the
relevant Senior Finance Party or its Affiliates of any law or regulation.


(b)                                 In this clause 13, a reference to a Tax
Deduction has the same meaning given to the term in clause 12.


 


15





















 


14.          OTHER INDEMNITIES


Operational indemnity


14.1         The Borrower agrees to defend,
indemnify and hold harmless each of the Senior Finance Parties on demand from
and against any and all Losses (regardless of when the same are made or
incurred):


(a)                                  which may at any time be suffered or
incurred directly or indirectly as a result of or connected with the
possession, delivery, performance, transportation, replacement, exchange,
removal, pooling, interchange, sub-leasing, wet leasing, chartering,
importation, exportation, storage, presence, management, ownership,
registration, control, maintenance, condition, service, repair, overhaul,
leasing, use, operation or redelivery of any Financed Aircraft (or any part
thereof) (either in the air or on the ground) whether or not such Losses may be
attributable to any defect in any Financed Aircraft (or any part thereof) or to
its design, testing or use or otherwise, and regardless of when the same arises
or whether it arises out of or is attributable to any act or omission,
negligent or otherwise, of any Senior Finance Party;


(b)                                 which arise out of any act or omission
which invalidates or which renders voidable any of the insurances in relation
to any Financed Aircraft;


(c)                                  which arise in relation to preventing or
attempting to prevent the arrest, confiscation, seizure, taking in execution,
impounding, forfeiture or detention of any Financed Aircraft (or any part
thereof), or in securing its release; or


(d)                                 which may at any time be suffered or
incurred as a consequence of any design, article or material in any Financed
Aircraft (or any part thereof) or its operation or use constituting an
infringement of patent, copyright, trademark, design or other proprietary right
or a breach of any obligation of confidentiality owed to any person in respect
of any of the matters referred to in this clause 14.1(d).


but excluding
any Loss in relation to a particular Senior Finance Party to the extent that
such Loss:


(e)                                  arises solely as a result of the gross
negligence or wilful misconduct of such Senior Finance Party; or


(f)                                    constitutes the ordinary and usual
operating and overhead expenses of such Senior Finance Party (but excluding any
such Loss which is suffered or incurred as a result of or following the
occurrence of a Senior Event of Default); or


(g)                                 has been recovered and retained by such
indemnitee pursuant to another indemnity provision of this Agreement;


(h)                                 would not have been incurred or suffered,
or otherwise would not have arisen, but for any breach by that indemnitee of
any of its express representations, warranties or obligations under any
Operative Document, or had not failed in the observance and performance of its
express obligations under any Operative Document (but excluding any breach in
consequence of a failure by any Obligor to perform any of its obligations
thereunder);


 


16





















 


(i)                                     relates to any loss of anticipated profit or
return (including loss of Senior Margin); or


(j)                                     arises as a result of the existence of any
Security Interest created by or through that indemnitee.


For purposes
of the foregoing provision, gross negligence means, in relation to a Senior Finance
Party, any intentional or conscious action or decision of such Senior Finance
Party which is taken with reckless disregard for the consequences of such
action or decision.


The
indemnities contained in this clause 14.1 will continue in full force after the
end of the Security Period.


Currency indemnity


14.2        (a)  The Borrower shall, as an
independent obligation, within 5 Business Days of demand, indemnify each Senior
Finance Party against any cost, loss or liability which that Senior Finance
Party incurs as a consequence of:


(i)                   that Senior Finance Party
receiving an amount in respect of the Borrower’s liability under the Operative
Documents; or


(ii)                that liability being converted
into a claim, order, judgment or award,


in a
currency (the new
currency) other than the currency in which the amount is
expressed to be payable under the relevant Operative Document, including any
cost, loss or liability arising from any difference between exchange rates used
to convert that liability to the new currency and exchange rates available to
the Senior Finance Party when it receives an amount in respect of that
liability.


(b)                                 Unless otherwise required by law, the
Borrower waives any right it may have in any jurisdiction to pay any amount
under the Operative Documents in a currency or currency unit other than that in
which it is expressed to be payable.


Other indemnities


14.3        (a)   The Borrower shall within 5
Business Days of demand, indemnify each Senior Finance Party and the Senior
Agent against any cost, loss or liability (including, without limitation, Break
Costs) incurred by that Senior Finance Party as a result of:


(i)                   the occurrence of any Senior
Event of Default;


(ii)                funding, or making
arrangements to fund, its participation in a Senior Loan requested by the
Borrower in a Utilisation Request but not made by reason of the operation of
any one or more of the provisions of this Agreement (other than by reason of
default or negligence by that Senior Lender alone); or


(iii)             the Senior Loan (or any
Allocated Senior Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrower.


 


17





















 


Indemnity to the Senior Agent


14.4         The Borrower shall promptly indemnify
the Senior Agent on demand against any cost, loss or liability incurred by the
Senior Agent (acting reasonably) as a result of:


(a)                                  the execution or exercise or bona fide
purported execution or exercise of the rights, powers, authorities and duties
created or conferred by or pursuant to the Operative Documents or in respect of
any action taken or omitted by the Security Agent under the Operative
Documents, in each case, in a manner consistent with the rights and interests
of the Finance Parties under the Operative Documents, including (without
limitation) as a result of investigating any event which it reasonably believes
is a Senior Default; or


(b)                                 acting or relying on any notice, request or
instruction from an Obligor which it reasonably believes to be genuine, correct
and appropriately authorised.3






3                                            Note that these clauses mirror
the wording at page 93, paragraph (b), definition of “Expenses” in
the German facility.


15.          MITIGATION BY THE SENIOR LENDERS


Mitigation


15.1        (a)  If the Borrower becomes
obliged to make any payment or increased payment, or any cancellation occurs
under any of clauses 7.1 (Illegality
affecting Senior Lender), 7.2 (Illegallity
affecting Borrower), 7.3 (Mandatory
Prepayment), 12.2 (Tax Gross-up),
12.3 (Tax Indemnity),
12.5 (Stamp taxes), 12.6 (Value Added Tax),  or 12 (Increased
Costs) then, without
in any way limiting, reducing or otherwise qualifying the rights and
obligations of the Finance Parties under any provision of the Operative
Documents, upon receipt of notice from the Borrower to the effect that such
payment or increased payment is required to be made or such cancellation will
occur, each Senior Finance Party shall, for a period of [10] Business Days, in
consultation with the Borrower, take all reasonable steps to mitigate such
circumstances which may arise and which would result in any amount becoming so
payable or so cancelled, including (but not limited to) transferring its rights
and obligations under the Operative Documents to another Affiliate or Facility
Office.


(b)                                 Paragraph 15.1 above shall only apply to
the extent that:


(i)                   such action or delay is not
prohibited by law;


(ii)                no Senior Default has occurred
and is continuing;


(iii)             all amounts due and payable
pursuant to the Operative Documents have been paid by the Borrower;


(iv)            such action or delay does not
and would not be reasonably expected to result in the rights and interests of
the Senior Finance Parties being materially adversely affected in any way; and


 


18

















 


(v)               such action or delay does not
in any way limit the obligations of any Obligor under the Operative Documents.


Limitation of liability


15.2         The Borrower shall indemnify each
Senior Finance Party for all costs and expenses reasonably incurred by that
Senior Finance Party as a result of steps taken by it under clause 15.1 (Mitigation).


15.3         A Senior Finance Party is not obliged
to take any steps under clause 15.1 (Mitigation)
if, in the opinion of that Senior Finance Party (acting reasonably), to do so
might be prejudicial to it.


No double-counting


15.4         No Senior Finance Party shall be
entitled, pursuant to the terms of the Agreement or any other Operative
Document to recover by way of indemnity any Loss, Tax or expense to the extent
that payment in respect of such Loss, Tax or expense has already been received
in full and retained without qualification pursuant to any other provision of
any Operative Document (including, without limitation, pursuant to any
insurance payment pursuant to the Insurances).


16.          COSTS AND EXPENSES


Transaction Expenses


16.1         The Borrower shall, promptly after
written demand, pay the Senior Agent and the Senior Arranger the amount of all reasonable costs and expenses
(including legal and insurance advisory fees) properly incurred by any of them
in connection with the negotiation, preparation, printing and execution of:


(a)                                  this Agreement and any other documents
referred to in this Agreement; and


(b)                                 any other Operative Documents executed
after the date of this Agreement.


Amendment costs


16.2         If:


(a)                                  an Obligor requests an amendment, waiver or
consent;


(b)                                 any Financed Aircraft is sold (whether
pursuant to a Put Agreement or otherwise in accordance with the Operative
Documents); or


(c)                                  any amendment is made to any Lease, whether
by way of change of lessee or otherwise;


(d)                                 an amendment is required pursuant to
clause 23.8 (Change of currency),


the Borrower
shall, within 5 Business Days of written demand, reimburse the Senior Agent for
the amount of all reasonable costs and expenses (including legal fees) properly
incurred by the Senior Agent in responding to, evaluating, negotiating or
complying with that request or requirement.


 


19

















 


Enforcement costs


16.3         The Borrower shall, within 5 Business
Days of written demand, pay to each Senior Finance Party the amount of all costs and
expenses (including legal fees) incurred by that Senior Finance Party in
connection with the enforcement of, or in contemplation of or in connection
with the enforcement or preservation of any rights under, any Operative
Document.


17.          REPRESENTATIONS AND WARRANTIES


17.1         The Borrower makes the representations
and warranties set out in Schedule 7 to each Senior Finance Party at the
times specified in Schedule 7 by reference to the facts and circumstances
then existing.


17.2         Each Senior Lender represents and
warrants, on the date of this Agreement or (in respect of a New Senior Lender)
on the date it becomes a Senior Lender in accordance with Clause [20] (Changes to the Senior Lenders) (but only
to the extent that it is a requirement at that time that a Senior Lender be a
PMP and the Borrower at that time is a Dutch Borrower), to the other Finance
Parties and the Borrower that it is a PMP.


18.          BORROWER UNDERTAKINGS


Borrower’s Business


18.1         The Borrower shall (i) not suspend or
cease or threaten to suspend or cease to carry on all or a substantial part of
its business, (ii) not make any substantial change in the nature of the
business in which it is engaged, and (iii) preserve its corporate existence
(other than in connection with a solvent reconstruction, the terms of which
have been approved by the Senior Lender, such approval not to be unreasonably
withheld).


Disposal of Assets


18.2         Save as permitted pursuant to clause
[•] of the DPP and the Put Agreement, the Borrower shall not, either in a
single transaction or in a series of transactions whether related or not and
whether voluntarily or involuntarily, sell, transfer or otherwise dispose of
all or a substantial part of its property or assets, or consolidate or merge
with any other person (whether by one or a series of transactions, related or
not) other than, with the prior written consent of the Senior Agent, pursuant
to a solvent reconstruction.


Special Purpose Undertakings


18.3         The Borrower acknowledges to the Senior
Finance Parties that it and each of the other Borrower Parties has been
originated for the sole purpose of acting as a vehicle for the financing of the
Financed Aircraft and the transaction contemplated by the Operative Documents.
The Borrower undertakes to the Senior Financing Parties on its own behalf and
on behalf of each of the Borrower Parties that at all times throughout the
Security Period:


(a)                                  No Other Activities:  neither it nor any of the Borrower Parties
shall undertake any trading or business activities other than the leasing of
the Financed Aircraft and directly related activities, the entry by the
Borrower Parties into the Borrower Documents and the performance of obligations
or actions contemplated or permitted by the Borrower Documents and all maters
directly incidental thereto;


 


20

















 


(b)                                 No Other Contracts:  except as expressly permitted by this
Agreement, neither it nor any other Borrower Party shall enter into any
agreement, instrument or arrangement (whether or not recorded in writing) with
any person or otherwise create or incur any liability to any person, other than
(i) pursuant to and as permitted by the Operative Documents (including, without
limitation the creation of any owner trust structure as expressly contemplated
therein) and (ii) such contracts, agreements or liabilities with respect to
Taxes, ordinary operating costs and expenses, legal fees and disbursements and
overhead expenses as have arisen or may arise in the ordinary course of
carrying on its business as referred to in paragraph (a);


(c)                                  No Acquisition of Other
Assets:  (other than any Eligible Aircraft financed
pursuant to the Operative Documents) neither it nor any other Borrower Party
shall take on lease, purchase or otherwise acquire, or agree to do so, any
asset from any person; and


(d)                                 Loans/Guarantees:  neither it nor any Borrower Party shall make
any loans, grant any credit or give any guarantee or indemnity (except as
required hereby) to or for the benefit of any person or otherwise voluntarily
assume any liability, whether actual or contingent, in respect of any
obligation of any other person, except as may be required pursuant to the terms
of the Operative Documents or in respect of its activities as lessor in
accordance with the express provisions of the Core Lease Provisions;


(e)                                  Issue of Shares and
payment of Dividends:  neither it nor
any Borrower Party shall issue any further shares or alter any rights attaching
to its issued shares in existence at the date hereof or pay any dividends in
respect of any shares;


(f)                                    Notice of bankruptcy and
insolvency proceedings: it and each other Borrower Party shall, immediately
upon becoming aware of the occurrence of any Insolvency Event in relation to
any Borrower Party or any other AerCap Entity, provide written notice of such
occurrence to the Senior Finance Parties; and


(g)                                 No Employees:  neither it nor any other Borrower Party shall
enter into any contract for service or contract of employment with any
contractor, officers, secondees, servants, agents or employees.


Negative Pledge


18.4         The Borrower shall not create or permit
to subsist any Security Interest over any of its assets other than the Security
Interest created pursuant to the Security Documents.4






4        Simmons & Simmons to
provide amended draft wording.


Preservation of security


18.5         Save as permitted pursuant to the
Operative Documents, the Borrower shall not sell or otherwise dispose of any of
its assets or do anything or take any action or knowingly omit to take any
action which has or may have the effect of prejudicing the first priority
rights granted to the Collateral Trustee under the Operative Documents against
a liquidator, receiver, administrator or similar officer or official to all
rights, moneys and properties expressed to be mortgaged, assigned, charged or
pledged to Collateral Trustee by the Borrower pursuant to the Security
Documents.


 


21

















 


Duration


18.6         The Borrower shall perform and comply
with its undertakings and covenants in the Operative Documents at all times
during the Security Period. All such undertakings and covenants shall, except
where expressly otherwise stated, be performed at the expense of the Borrower.


Delegation


18.7         The Borrower shall remain liable for
all of its obligations and liabilities under the Operative Documents
notwithstanding any delegation by the Borrower to another person of any such
obligations or liabilities or any reliance by the Borrower on another person to
perform or discharge any such obligations or liabilities, whether or not such
sub-delegation or reliance is permitted or contemplated by any Operative
Document (provided that to the extent any such obligation or liability is
actually performed or discharged by such other person on the Borrower’s behalf,
such performance or discharge shall constitute performance or discharge of the
corresponding obligation or liability of the Borrower).


Hedging Policy


18.8         On the Closing Date, the Borrower will
enter into the Initial Swap pursuant to the Hedging Policy and the expected
schedule of Delivery Dates.  On the
expiry of the Availability Period, if not all of the Eligible Aircraft have
been financed under the Facility or if the Delivery Date in respect of any
Financed Aircraft takes place on a date which is not the estimated Delivery
Date for such Financed Aircraft, then the Borrower shall adjust the hedging
arrangements to reflect the final amounts of the Loan and the Junior Loan and
shall ensure that the adjusted hedging arrangements are based on the fixed
rates of interest under the leases applicable on the Delivery Date, as if such
adjusted hedging arrangements had been entered into on the Delivery Date and
any Break Costs or premium payable by the Borrower in respect of such
adjustments to the hedging arrangements shall be paid by the Subordinated Note
Holder.5






5        AerCap to provide amended
wording.


18.9         In addition to the Initial Swap, the Borrower
shall from time to time enter into subsequent interest rate hedging in relation
to any re-leased Financed Aircraft, with the Swap Provider or one or more
financial institutions reasonably acceptable to the Senior Agent, pursuant to
the Hedging Policy.


Reporting


18.10       At six-monthly intervals starting on the
day which falls six months after the Closing Date, the Borrower shall provide
the Senior Agent with:


(a)           a Subsequent Half-Life Appraised
Value; and


(b)           an Adjusted Subsequent Appraised
Value,


of the
Financed Aircraft.


 


22

















 


18.11       The Borrower will provide the Senior
Agent with Quarterly Management Reports within 60 days after the end of each
fiscal quarter and within 90 days after the end of its financial year.


Off-Lease Equipment


18.12       The Borrower shall maintain, store and
insure any Financed Aircraft that comes off-lease in accordance with the terms
of the Servicing Agreement.


Re-leasing


18.13       The Borrower shall ensure that any Lease
Agreement or Novation Agreement entered into in respect of any Financed
Aircraft will at all times incorporate and be subject to the Core Lease
Provisions.


Prohibited Countries


18.14       The Borrower shall not permit any
Financed Aircraft to be leased in any Prohibited Country.


Compliance with WTK


18.15       To the extent that the Borrower qualifies
as a credit institution (kredietinstelling) under the WTK, the Borrower shall
comply with the applicable provisions of the WTK and any implementing
regulation, including the Exemption Regulation.


Notice of breach of obligation


18.16       The Borrower shall without delay notify
the Senior Agent in writing if it becomes aware that any Senior Event of
Default has occurred and is continuing.


19.          SENIOR EVENTS OF DEFAULT


Senior Events of
Default


19.1         Each of the following events will
constitute a Senior Event of Default and a repudiatory breach of this Agreement
by the Borrower:


(a)                                  Non-payment:


(i)                   The Borrower fails to make:


(A)                              payment of the Minimum Senior Principal
Amount or Interest payable in respect of the Senior Loan; or


(B)                                any other payment due to the Senior Lenders
under this Agreement or any other Operative Document to the extent that the
Borrower has received funds sufficient to make such payment,


within
5 Business Days after the due date therefore or in the case of a payment
payable on demand, within 5 Business Days of the date of demand; or


(ii)                The Borrower fails to make on
the Maturity Date:


 


23

















 


(A)                              the repayment due in respect of the Senior
Loan, the Junior Loan or the Liquidity Facility;


(B)                                payment of accrued Commitment Fees or
interest due on that date on the Senior Loan and the Junior Loan; or


(C)                                any other payment due to the Senior Lenders
under the Operative Documents;


(b)                                 Breach:  the Borrower fails to comply in any material
respect with any obligation under this Agreement or any other Operative
Document (other than a payment obligation and the obligations mentioned in all
other paragraphs of this clause 19.1) and if such failure is capable of remedy,
the Borrower has not remedied that failure within 15 days from the earlier of
written notice from the Senior Agent requiring such remedy and 15 days from the
date the Borrower becomes aware of the relevant breach; or


(c)                                  Representation:  any representation or warranty made (or
deemed to be repeated) by the Borrower in or pursuant to this Agreement, any
other Operative Document, or in any document or certificate or statement is or
proves to have been incorrect in any material respect when made and, if such
representation or warranty can be corrected such correction is not made within
thirty (30) days of notice of same; or6


(d)                                 Approvals:  any consent, authorisation, licence,
certificate or approval of or registration with or declaration to any
Government Entity required in connection with this Agreement or any other
Operative Document which is material to the ability of the Borrower to perform
its obligations under the Operative Documents, including, without limitation
any authorisation required by the Borrower to authorise, or required in
connection with, the execution, delivery, validity, enforceability or
admissibility in evidence of this Agreement or any other Operative Document or
the performance by the Borrower of its obligations under this Agreement or any
other Operative Document is modified in a manner unacceptable to the Senior
Agent (acting reasonably) or is withheld, or is revoked, suspended, cancelled,
withdrawn, terminated or not renewed, or otherwise ceases to be in full force
(other than where such modification, revocation, suspension, cancellation,
termination or withdrawal is in respect of a change in law); or


(e)                                  Insolvency:7


(i)        the Borrower is, or is deemed for the
purposes of any relevant law to be, unable to pay its debts as they fall due or
to be insolvent, or admits inability to pay its debts as they fall due; or


(ii)                the Borrower suspends making payments on all or any
class of its debts or announces an intention to do so, or a moratorium is
declared in respect of any of its indebtedness; or


(f)                                    Liquidation
and Similar Proceedings:8






6        Note that this level of materiality is
consistent with the GLL documentation.


7        To be reviewed by counsel in Borrower’s
jurisdiction.


8        To be reviewed by counsel in
Borrower's jurisdiction.


 


24

















 


(i)                   a meeting of the shareholders or directors
of the Borrower is convened to consider a resolution to present an application
for an administration order or to appoint an administrator (whether out of
court or otherwise) or any such resolution is passed; or


(ii)                any step (including filing of a petition or affidavit,
giving of notice, petition proposal or convening a meeting) is taken by the
Borrower with a view to a composition, assignment or arrangement with any
creditors of, or the rehabilitation, administration (whether out of court or
otherwise) custodianship, liquidation, protection from creditors or dissolution
of, the Borrower or any other insolvency proceedings involving the Borrower; or


(iii)             any order is made or
resolution passed for any such composition, assignment, arrangement,
rehabilitation, administration (whether out of court or otherwise)
custodianship, liquidation, dissolution or insolvency proceedings, or the
Borrower becomes subject to or enters into any of the foregoing; or


(iv)            any liquidator, trustee in
bankruptcy, judicial custodian, compulsory manager, receiver, administrative
receiver, administrator, examiner or similar officer (in each case, whether out
of court of otherwise) is appointed in respect of the Borrower, any of their
directors or any of their respective assets; or


(v)               [any step referred to in
sub-clause 19.1(f)(ii) are taken by any person other than the Borrower,
provided that no Senior Event of Default shall arise pursuant to this
sub-clause 19.1(f)(v) if (A) the proceedings are vexatious and without merit or
relate to a disputed sum; (B) the relevant Obligor is otherwise solvent; (C)
the Senior Agent is satisfied (acting reasonably) that the Borrower is diligently
seeking to discharge such petition; (D) the step does not affect the Senior
Agent Security Interests which secured the relevant Obligor’s obligations under
the Operative Documents, and (E) the action is remedied within 7 days of taking
such step; or]9


(g)                                 Receiver:10


(i)                   an administrative or other receiver or
manager or other insolvency officer (in each case, whether out of court or
otherwise) is appointed in respect of the Borrower or any part of its assets;
or


(ii)                the Borrower requests any person
to appoint such a receiver or manager (whether out of court or otherwise); or


(h)                                 Execution
and Enforcement:11










9               Pending Dutch advice.


10           To be reviewed by counsel in Borrower's
jurisdiction.


11           To be amended once negative pledge language
relating to security interests is provided.


 


25





















 


(i)        any other
steps are taken to enforce any Security Interest over all or any part of the
assets of the Borrower, provided that no Senior Event of Default shall arise pursuant
to this sub-clause 19.1(h)(i) if (A) the proceedings are vexatious and without
merit or relate to a disputed sum; (B) the Borrower is otherwise solvent; (C)
Senior Agent is satisfied that the Borrower is diligently seeking to discharge
such petition; (D) the step does not affect the validity or enforceability of
and the Security Interests created pursuant to the Operative Documents; and (E)
the action is remedied within 7 days of taking such step; or


(ii)                any attachment, sequestration, distress or
execution affects any assets of the Borrower and is not discharged within 14
days; or


(i)                                     Other Jurisdiction:  there occurs
in relation to the Borrower any event in any jurisdiction which corresponds
with any of those mentioned in paragraphs (e), (f) or (g) above; or


(j)                                     Rights and Remedies:  the
Borrower or any other person claiming by or through the Borrower challenges the
existence, validity, enforceability or priority of the rights of any Senior
Finance Party under the Security Documents; or


(k)                                  Other
Default:


(i)        any Junior
Event of Default or termination event, however described, occurs under the
Junior Loan;


(ii)                any breach by the Subordinated Note Holder
of the SNH Covenant; or


(iii)             failure by the Subordinated Note Holder to
purchase any additional Subordinated Note in respect of any Special Repayment;


(iv)            any event of default or failure to comply
with any payment obligation by the Put Counterparty under any Put Agreement;


(v)               any Servicer Termination Event.12


(l)                                     Security: the Collateral Trustee ceases to hold a first priority
perfected security interest in the Collateral (other than the Financed
Aircraft) provided that if such failure is not due to an action or omission of
the Borrower or the Servicer such failure shall not have been remedied within
30 days after the Borrower receives written notice of same.


Acceleration


19.2         On and at any time after the occurrence
of a Senior Event of Default which is continuing the Senior Agent may, and
shall if so directed by Majority Lenders, by notice to the Borrower:


(a)                                  cancel the Total Commitments whereupon they
shall immediately be cancelled; and/or






12           To be incorporated into Servicing
Agreement. Should incorporate breach of Cash Management obligations.


 


26

















 


(b)                                 declare that all or part of the Senior
Loans, together with accrued interest, and all other amounts accrued or
outstanding under the Operative Documents be immediately due and payable,
whereupon they shall become immediately due and payable; and/or


(c)                                  declare that all or part of the Senior
Loans be payable on demand, whereupon they shall immediately become payable on
demand by the Senior Agent on the instructions of Majority Lenders.


Enforcement of
Security


19.3         On and at any time after the occurrence
of a Senior Event of Default which is continuing the Controlling Party may
direct the Senior Agent or the Collateral Trustee to:


(a)                                  take such steps as the Controlling Party
considers necessary or desirable to preserve, protect and enforce the rights of
the Senior Finance Parties under the Operative Documents; and/or


(b)                                 take such steps as the Collateral Trustee
considers necessary or desirable for the enforcement, protection and
preservation of the Security Interests constituted by the Security Documents.


20.          CHANGES TO THE SENIOR LENDERS


Assignments and transfers by the Senior
Lenders


20.1         Subject to this clause 20, a Senior
Lender (the Existing
Senior Lender) may:


(a)                                  assign any of its rights; or


(b)                                 transfer by novation any of its rights and
obligations,


to another
bank or financial institution or to a trust, fund or other entity which is
regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the New Senior Lender).


Conditions of assignment or transfer


20.2   (a)  An
assignment will only be effective on:


(i)        receipt by
the Senior Agent of written confirmation from a New Senior Lender (in form and
substance satisfactory to the Senior Agent) that New Senior Lender will assume
the same obligations to the other Senior Finance Parties as it would have been
under if it was an Original Lender; and


(ii)                performance by the Senior Agent of all
necessary know your customer or other similar checks under all applicable laws
and regulations in relation to such assignment to a New Senior Lender, the
completion of which the Senior Agent shall promptly notify to an Existing
Senior Lender and a New Senior Lender.


(b)                                 A transfer will only be effective if the
procedure set out in clause 20.5 is complied with.


(c)                                  If:


 


27

















 


(i)        a Senior
Lender assigns or transfers any of its rights or obligations under the
Operative Documents or changes its Facility Office; and


(ii)                as a result of circumstances existing at the
date the assignment, transfer or change occurs, the Borrower would be obliged
to make a payment to a New Senior Lender or a Senior Lender acting through its
new Facility Office under clause 9 or clause 12.6,


then a New
Senior Lender or a Senior Lender acting through its new Facility Office is only
entitled to receive payment under those clauses to the same extent as an
Existing Senior Lender or a Senior Lender acting through its previous Facility
Office would have been if the assignment, transfer or change had not occurred.


Assignment or transfer fee


20.3         A New Senior Lender shall, on the date
upon which an assignment or transfer takes effect, pay to the Senior Agent (for
its own account) a fee of US$2,500.


Limitation of responsibility of the Existing
Senior Lenders


20.4        (a)   Unless expressly agreed to
the contrary, an Existing Senior Lender makes no representation or warranty and
assumes no responsibility to a New Senior Lender for:


(i)        the
legality, validity, effectiveness, adequacy or enforceability of the Operative
Documents or any other documents;


(ii)                the financial condition of the Borrower;


(iii)             the performance and observance by the
Borrower of its obligations under the Operative Documents or any other
documents; or


(iv)            the accuracy of any statements (whether
written or oral) made in or in connection with any Operative Document or any
other document,


and any
representations or warranties implied by law are excluded.


(b)                                 Each New Senior Lender confirms to an
Existing Senior Lender and the other Senior Finance Parties that it:


(i)        has made
(and shall continue to make) its own independent investigation and assessment
of the financial condition and affairs of each Obligor and its related entities
in connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by an Existing Senior Lender in
connection with any Operative Document; and


(ii)                will continue to make its own independent
appraisal of the creditworthiness of each Obligor and its related entities
whilst any amount is or may be outstanding under the Operative Documents or any
Commitment is in force.


(c)                                  Nothing in any Operative Document obliges
an Existing Senior Lender to:


 


28

















 


(i)        accept a re-transfer
from a New Senior Lender of any of the rights and obligations assigned or
transferred under this clause 20; or


(ii)                support any losses directly or indirectly
incurred by a New Senior Lender by reason of the non-performance by the
Borrower of its obligations under the Operative Documents or otherwise.


Procedure for transfer


20.5        (a)   Subject to the conditions
set out in clause 20.2 a transfer is effected in accordance with sub-clause (c)
below when the Senior Agent executes an otherwise duly completed Transfer
Certificate delivered to it by an Existing Senior Lender and a New Senior
Lender. The Senior Agent shall, as soon as reasonably practicable after receipt
by it of a duly completed Transfer Certificate appearing on its face to comply
with the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Certificate.


(b)                                 The Senior Agent shall only be obliged to
execute a Transfer Certificate delivered to it by an Existing Senior Lender and
a New Senior Lender once it is satisfied it has complied with all necessary
know your customer or other similar checks under all applicable laws and
regulations in relation to the transfer to such New Senior Lender.


(c)                                  On the Transfer Date:


(i)        to the
extent that in the Transfer Certificate an Existing Senior Lender seeks to
transfer by novation its rights and obligations under the Operative Documents
each Obligor and an Existing Senior Lender shall be released from further
obligations towards one another under the Operative Documents and their
respective rights against one another under the Operative Documents shall be
cancelled (being the Discharged
Rights and Obligations);


(ii)                each Obligor and New Senior Lender shall
assume obligations towards one another and/or acquire rights against one
another which differ from the Discharged Rights and Obligations only insofar as
the Borrower and the New Senior Lender have assumed and/or acquired the same in
place of the Borrower and the Existing Senior Lender;


(iii)             the Senior Agent, the Senior Arranger, the
New Senior Lender and the other Senior Lenders shall acquire the same rights
and assume the same obligations between themselves as they would have acquired
and assumed had the New Senior Lender been an Original Lender with the rights
and/or obligations acquired or assumed by it as a result of the transfer and to
that extent the Senior Agent, the Senior Arranger and the Existing Senior
Lender shall each be released from further obligations to each other under the
Operative Documents;


(iv)            a New Senior Lender shall become a Party as
a Senior Lender; and


(v)               the New Senior Lender represents to the
Borrower that it is a PMP.


 


29

















 


Copy of Transfer Certificate to Borrower


20.6         The Senior Agent shall, as soon as
reasonably practicable after it has executed a Transfer Certificate, send to
the Borrower a copy of that Transfer Certificate.


Disclosure of information


20.7         Any Senior Lender may disclose to any
of its Affiliates and any other person:


(a)                                  to (or through) whom that Senior Lender
assigns or transfers (or may potentially assign or transfer) all or any of its
rights and obligations under this Agreement;


(b)                                 with (or through) whom that Senior Lender
enters into (or may potentially enter into) any sub participation in relation
to, or any other transaction under which payments are to be made by reference
to, this Agreement or the Borrower; or


(c)                                  to whom, and to the extent that,
information is required to be disclosed by any applicable law or regulation,


any information about the Borrower, the AerCap Group and the Operative
Documents as that Senior Lender shall consider appropriate if, in relation to
sub-clause (a) and (b) above, the person to whom the information is to be given
has entered into a confidentiality undertaking acceptable to the Senior Agent.


21.          ROLE OF THE SENIOR ARRANGER AND THE
SENIOR AGENT


Appointment of the Senior Agent


21.1        (a)   Each other Senior Finance
Party appoints the Senior Agent to act as its agent under and in connection
with the Operative Documents.


(b)                                 Each other Senior Finance Party authorises
the Senior Agent to exercise the rights, powers, authorities and discretions
specifically given to the Senior Agent under or in connection with the
Operative Documents together with any other incidental rights, powers,
authorities and discretions.


Duties of the Senior Agent


21.2        (a)   The Senior Agent shall
promptly forward to a Party the original or a copy of any document which is
delivered to the Senior Agent for that Party by any other Party.


(b)                                 Except where an Operative Document
specifically provides otherwise, the Senior Agent is not obliged to review or
check the adequacy, accuracy or completeness of any document it forwards to
another Party.


(c)                                  If the Senior Agent receives notice from a
Party referring to this Agreement, describing a Senior Default and stating that
the circumstance described is a Senior Default, it shall promptly notify the
Senior Finance Parties.


(d)                                 If the Senior Agent is aware of the non
payment of any principal, interest, commitment fee or other fee payable to a
Senior Finance Party (other than the Senior Agent or the 


 


30

















 


Senior
Arranger) under this Agreement it shall promptly notify the other Senior
Finance Parties.


(e)                                  The Senior Agent’s duties under the
Operative Documents are solely mechanical and administrative in nature.


Role of the Senior Arranger


21.3         Except as specifically provided in the
Operative Documents, the Senior Arranger has no obligations of any kind to any
other Party under or in connection with any Operative Document.


No fiduciary duties


21.4        (a)   Nothing in this Agreement
constitutes the Senior Agent or the Senior Arranger as a trustee or fiduciary
of any other person.


(b)                                 Neither the Senior Agent nor the Senior
Arranger shall be bound to account to any Senior Lender for any sum or the
profit element of any sum received by it for its own account.


Rights as a Senior Lender


21.5         If it is also a Senior Lender, each of
the Senior Arranger, the Liquidity Facility Provider and the Senior Agent has
the same rights and powers under this Agreement as any other Senior Lender and
may exercise those rights as though it were not also the Senior Agent or the
Senior Arranger.


Rights and discretions of the Senior Agent


21.6        (a)   The Senior Agent may rely
on:


(i)        any
representation, notice or document believed by it to be genuine, correct and
appropriately authorised; and


(ii)                any statement made by a director,
authorised signatory or employee of any person regarding any matters which may
reasonably be assumed to be within his knowledge or within his power to verify.


(b)                                 The Senior Agent may assume (unless it has
received notice to the contrary in its capacity as agent for the Senior
Lenders) that:


(i)        no Senior
Default has occurred (unless it has actual knowledge of a Senior Default
arising under clause 19.1(a) (Non payment));
and


(ii)                any right, power, authority or discretion
vested in any Party or the Majority Lenders has not been exercised.


(c)                                  The Senior Agent may engage, pay for and
rely on the advice or services of any lawyers, accountants, surveyors or other
experts.


(d)                                 The Senior Agent may act in relation to the
Operative Documents through its personnel and agents.


 


31

















 


(e)                                  The Senior Agent may disclose to any other
Party any information it reasonably believes it has received as agent under
this Agreement.


(f)                                    Notwithstanding any other provision of any
Operative Document to the contrary, neither the Senior Agent nor the Senior
Arranger is obliged to do or omit to do anything if it would or might in its
reasonable opinion constitute a breach of any law or regulation or a breach of
a fiduciary duty or duty of confidentiality.


Controlling Party’s instructions


21.7        (a)   Unless a contrary indication
appears in an Operative Document, the Senior Agent shall:


(i)        exercise any
right, power, authority or discretion vested in it as the Senior Agent in
accordance with any instructions given to it by the Controlling Party (or, if
so instructed by the Controlling Party, refrain from exercising any right,
power, authority or discretion vested in it as the Senior Agent); and


(ii)                not be liable for any act (or omission) if
it acts (or refrains from taking any action) in accordance with an instruction
of the Controlling Party.


(b)                                 Unless a contrary indication appears in an
Operative Document, any instructions given by the Controlling Party will be
binding on all the Senior Finance Parties.


(c)                                  The Senior Agent may refrain from acting in
accordance with the instructions of the Controlling Party (or, if appropriate,
the Senior Lenders) until it has received such security as it may require for
any cost, loss or liability (together with any associated VAT) which it may incur
in complying with the instructions.


(d)                                 In the absence of instructions from the
Controlling Party, (or, if appropriate, the Senior Lenders) the Senior Agent
may act (or refrain from taking action) as it considers to be in the best
interest of the Senior Lenders.


(e)                                  The Senior Agent is not authorised to act
on behalf of a Senior Lender (without first obtaining that Senior Lender’s
consent) in any legal or arbitration proceedings relating to any Operative
Document.


Responsibility for documentation


21.8         Neither the Senior Agent nor the Senior
Arranger:


(a)                                  is responsible for the adequacy, accuracy
and/or completeness of any information (whether oral or written) supplied by
the Senior Agent, the Senior Arranger, an Obligor or any other person given in
or in connection with any Operative Document; or


(b)                                 is responsible for the legality, validity,
effectiveness, adequacy or enforceability of any Operative Document or any
other agreement, arrangement or document entered into, made or executed in
anticipation of or in connection with any Operative Document.


 


32

















 


Exclusion of liability


21.9        (a)   Without limiting clause
21.9(b) below, the Senior Agent will not be liable for any action taken by it
under or in connection with any Operative Document, unless directly caused by
its gross negligence or wilful misconduct.


(b)                                 No Party (other than the Senior Agent) may
take any proceedings against any officer, employee or agent of the Senior Agent
in respect of any claim it might have against the Senior Agent or in respect of
any act or omission of any kind by that officer, employee or agent in relation
to any Operative Document and any officer, employee or agent of the Senior
Agent may rely on this clause.


(c)                                  The Senior Agent will not be liable for any
delay (or any related consequences) in crediting an account with an amount
required under the Operative Documents to be paid by the Senior Agent if the
Senior Agent has taken all necessary steps as soon as reasonably practicable to
comply with the regulations or operating procedures of any recognised clearing
or settlement system used by the Senior Agent for that purpose.


Senior Lenders’ indemnity to the Senior Agent


21.10       Each Senior Lender shall (in proportion
to its share of the Total Commitments or, if the Total Commitments are then
zero, to its share of the Total Commitments immediately prior to their
reduction to zero) indemnify the Senior Agent, within three Business Days of
demand, against any cost, loss or liability incurred by the Senior Agent
(otherwise than by reason of the Senior Agent’s gross negligence or wilful
misconduct) in acting as the Senior Agent under the Operative Documents (unless
the Senior Agent has been reimbursed by the Borrower pursuant to an Operative Document).


Resignation of the Senior Agent


21.11          (a)   The Senior
Agent may resign and appoint one of its Affiliates as successor by giving
notice to the other Senior Finance Parties and the Borrower.


(b)                                            Alternatively the Senior Agent
may resign by giving notice to the other Senior Finance Parties and the
Borrower, in which case the Majority Lenders (after consultation with the
Borrower) may appoint a successor the Senior Agent.


(c)                                             If the Majority Lenders have
not appointed a successor the Senior Agent in accordance with paragraph (b)
within 30 days after notice of resignation was given, the Senior Agent (after
consultation with the Borrower) may appoint a successor the Senior Agent.


(d)                                            The retiring the Senior Agent
shall, at its own cost, make available to the successor the Senior Agent such
documents and records and provide such assistance as the successor the Senior
Agent may reasonably request for the purposes of performing its functions as
the Senior Agent under the Operative Documents.


(e)                                             The Senior Agent’s resignation
notice shall only take effect upon the appointment of a successor.


(f)                                               Upon the appointment of a
successor, the retiring Senior Agent shall be discharged from any further
obligation in respect of the Operative Documents but shall remain


 


33

















 


 


                                                           entitled to the benefit of
this clause 21.  Its successor and each
of the other Parties shall have the same rights and obligations amongst
themselves as they would have had if such successor had been an original Party.


(g)                                            After consultation with the
Borrower, the Majority Lenders may, by notice to the Senior Agent, require it
to resign in accordance with paragraph (b). 
In this event, the Senior Agent shall resign in accordance with paragraph
(b).


Confidentiality


21.12          (a)   In acting
as agent for the Senior Finance Parties, the Senior Agent shall be regarded as
acting through its agency division which shall be treated as a separate entity
from any other of its divisions or departments.


(b)                                            If information is received by
another division or department of the Senior Agent, it may be treated as
confidential to that division or department and the Senior Agent shall not be
deemed to have notice of it.


Relationship with the Senior Lenders


21.13          (a)   The Senior
Agent may treat each Senior Lender as a Senior Lender, entitled to payments
under this Agreement and acting through its Facility Office unless it has
received not less than five Business Days prior notice from that Senior Lender
to the contrary in accordance with the terms of this Agreement.


Credit appraisal by the Senior Lenders


21.14       Without affecting the responsibility of
any Obligor for information supplied by it or on its behalf in connection with
any Operative Document, each Senior Lender confirms to the Senior Agent and the
Senior Arranger that it has been, and will continue to be, solely responsible
for making its own independent appraisal and investigation of all risks arising
under or in connection with any Operative Document including:


(a)                                  the financial condition, status and nature
of the Borrower;


(b)                                 the legality, validity, effectiveness,
adequacy or enforceability of any Operative Document and any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Operative Document;


(c)                                  whether that Senior Lender has recourse,
and the nature and extent of that recourse, against any Party or any of its
respective assets under or in connection with any Operative Document, the
transactions contemplated by the Operative Documents or any other agreement,
arrangement or document entered into, made or executed in anticipation of,
under or in connection with any Operative Document; and


(d)                                 the adequacy, accuracy and/or completeness
of the any information provided by the Senior Agent, any Party or by any other
person under or in connection with any Operative Document, the transactions
contemplated by the Operative Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Operative Document.


 


34

















 


Reference Banks


21.15       If a Reference Bank (or, if a Reference
Bank is not a Senior Lender, the Senior Lender of which it is an Affiliate)
ceases to be a Senior Lender, the Senior Agent shall (in consultation with the
Borrower) appoint another Senior Lender or an Affiliate of a Senior Lender to
replace that Reference Bank.


Senior Agent’s management time


21.16       Any amount payable to the Senior Agent
under clause 14.4 (Indemnity to the Senior
Agent), clause 16 (Costs and
expenses) and clause 21.10 (Senior
Lenders’ indemnity to the Senior Agent) shall to the extent a Senior
Event of Default has occurred and is continuing or the time or resources
expended by the Senior Agent relate to services, matters, actions or events
which are, to a material extent, beyond the scope of services which the Senior
Agent would reasonably be expected to be remunerated pursuant to the Agency and
Collateral Trustee Fee Letter, include the cost of utilising the Senior Agent’s
management time or other resources, and will be calculated on the basis of such
reasonable daily or hourly rates as the Senior Agent may notify to the Borrower
and the Beneficiaries, and is in addition to any fee paid or payable to the
Senior Agent under clause 10 (Fees).


Deduction from amounts payable by the Senior
Agent


21.17       If any Party owes an amount to the Senior
Agent under the Operative Documents the Senior Agent may, after giving notice
to that Party, deduct an amount not exceeding that amount from any payment to
that Party which the Senior Agent would otherwise be obliged to make under the
Operative Documents and apply the amount deducted in or towards satisfaction of
the amount owed. For the purposes of the Operative Documents that Party shall
be regarded as having received any amount so deducted.


Calculation of Values


21.18       Prior to or in respect of any sale of a
Financed Aircraft (including any sale of any Financed Aircraft pursuant to a
Put Agreement), the Senior Agent shall calculate:


(a)                                  the Further Subsequent Half-Life Appraised
Values; and


(b)                                 the Further Adjusted Subsequent Appraised
Value,


in respect of
those Financed Aircraft remaining following such sale in order to allow the Senior
Agent to determine whether the Further Adjusted Appraised Value of such
Financed Aircraft after such sale would be above, below or equal to the Further
Subsequent Half-Life Appraised Value of such Financed Aircraft.


22.          CONDUCT OF BUSINESS BY THE  SENIOR FINANCE PARTIES


No provision
of this Agreement will:


(a)                                  interfere with the right of any Senior
Finance Party to arrange its affairs (tax or otherwise) in whatever manner it
thinks fit;


 


35

















 


(b)                                 oblige any Senior Finance Party to
investigate or claim any credit, relief, remission or repayment available to it
or the extent, order and manner of any claim; or


(c)                                  oblige any Senior Finance Party to disclose
any information relating to its affairs (tax or otherwise) or any computations
in respect of Tax.


23.          PAYMENT MECHANISMS


Payments to the Senior Agent


23.1       (a)  On
each date on which the Borrower or a Senior Lender is required to make a
payment under an Operative Document, the Borrower or that Senior Lender shall
make the same available to the Senior Agent (unless a contrary indication
appears in an Operative Document) for value on the due date at the time and in
such funds specified by the Senior Agent as being customary at the time for
settlement of transactions in the relevant currency in the place of payment.


(b)                                 Payment shall be made to such account in
the principal financial centre of the country of that currency with such bank
as the Senior Agent specifies.


Distributions by the Senior Agent


23.2         Each payment received by the Senior
Agent under the Operative Documents for another Party shall, subject to
clause 23.3 (Distributions
to the Borrower) and clause 23.4 (Clawback) be
made available by the Senior Agent as soon as practicable after receipt to the
Party entitled to receive payment in accordance with this Agreement (in the
case of a Senior Lender, for the account of its Facility Office), to such
account as that Party may notify to the Senior Agent by not less than five
Business Days’ notice with a bank in the principal financial centre of the
country of that currency.


Distributions to the Borrower


23.3         The Senior Agent may apply any amount
received by it for the Borrower in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from the Borrower under the
Operative Documents or in or towards purchase of any amount of any currency to
be so applied.


Clawback


23.4       (a)  Where
a sum is to be paid to the Senior Agent under the Operative Documents for
another Party, the Senior Agent is not obliged to pay that sum to that other
Party (or to enter into or perform any related exchange contract) until it has
been able to establish to its satisfaction that it has actually received that
sum.


(b)                                 If the Senior Agent pays an amount to
another Party and it proves to be the case that the Senior Agent had not
actually received that amount, then the Party to whom that amount (or the
proceeds of any related exchange contract) was paid by the Senior Agent shall
on demand refund the same to the Senior Agent together with interest on that
amount from the date of payment to the date of receipt by the Senior Agent,
calculated by the Senior Agent to reflect its cost of funds.


 


36

















 


No set-off by Obligors


23.5         All payments to be made by the Borrower
under the Operative Documents shall be calculated and be made without (and free
and clear of any deduction for) set-off or counterclaim.


Business Days


23.6       (a)  Any
payment which is due to be made on a day that is not a Business Day shall be
made on the next Business Day in the same calendar month (if there is one) or
the preceding Business Day (if there is not).


(b)                                 During any extension of the due date for
payment of any principal or Unpaid Sum under this Agreement interest is payable
on the principal or Unpaid Sum at the rate payable on the original due date.


Currency of account


23.7       (a)  Subject
to clause 23.7(b) and (c), Dollars is the currency of account and payment for
any sum due from the Borrower under any Operative Document.


(b)                                 Each payment in respect of costs, expenses
or Taxes shall be made in the currency in which the costs, expenses or Taxes
are incurred.


(c)                                  Any amount expressed to be payable in a
currency other than Dollars shall be paid in that other currency.


Change of currency


23.8                (a)    Unless
otherwise prohibited by law, if more than one currency or currency unit are at
the same time recognised by the central bank of any country as the lawful
currency of that country, then:


(i)        any
reference in the Operative Documents to, and any obligations arising under the
Operative Documents in, the currency of that country shall be translated into,
or paid in, the currency or currency unit of that country designated by the
Senior Agent (after consultation with the Borrower); and


(ii)                any translation from one currency or
currency unit to another shall be at the official rate of exchange recognised
by the central bank for the conversion of that currency or currency unit into
the other, rounded up or down by the Senior Agent (acting reasonably).


(b)                                 If a change in any currency of a country
occurs, this Agreement will, to the extent the Senior Agent (acting reasonably
and after consultation with the Borrower) specifies to be necessary, be amended
to comply with any generally accepted conventions and market practice in the
Relevant Interbank Market and otherwise to reflect the change in currency.


24.          SET-OFF


A Senior
Finance Party (other than the Liquidity Facility Provider) may in circumstances
where a Senior Event of Default has occurred and is continuing set off any
matured obligation due from


 


37

















 


the Borrower
under the Operative Documents (to the extent beneficially owned by that Senior
Finance Party) against any obligation (whether or not matured) owed by that
Senior Finance Party to the Borrower, regardless of the place of payment,
booking branch or currency of either obligation.  If the obligations are in different currencies,
the Senior Finance Party may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of the set-off.


25.          PARTIAL INVALIDITY


If, at any
time, any provision of the Operative Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.


26.          REMEDIES AND WAIVERS


No failure to
exercise, nor any delay in exercising, on the part of any Senior Finance Party,
any right or remedy under the Operative Documents shall operate as a waiver,
nor shall any single or partial exercise of any right or remedy prevent any
further or other exercise or the exercise of any other right or remedy.  The rights and remedies provided in this
Agreement are cumulative and not exclusive of any rights or remedies provided
by law.


27.          COUNTERPARTS


Each Operative
Document may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of the
Operative Document.


28.          THIRD PARTY RIGHTS


28.1         Unless expressly provided to the
contrary in an Operative Document a person who is not a party to an Operative
Document may not enforce any of its terms under the Contracts (Rights of Third
Parties) Act 1999 (the Third
Parties Act).


28.2         Notwithstanding any term of any
Operative Document, the consent of any third party is not required to rescind,
vary, amend or terminate an Operative Document at any time.


29.          GOVERNING LAW


This Agreement
is governed by, and construed in accordance with, English law.


30.          ENFORCEMENT


Jurisdiction


30.1        (a)  For the benefit of each Senior
Finance Party, the Borrower agrees that the courts of England are (subject to
sub-clause (c) below) to have exclusive jurisdiction to settle any dispute
arising out of or in connection with this Agreement (including a dispute
regarding the existence, validity or termination of this Agreement and claims
for set-off and counterclaim) (a Dispute) and for such purposes the Borrower
irrevocably submits to the jurisdiction of the English courts.


 


38

















 


(b)                                 The Parties agree that the courts of
England are the most appropriate and convenient courts to settle Disputes and
accordingly no Party will argue to the contrary.


(c)                                  This clause 30.1 is for the benefit of the
Senior Finance Parties only. As a result, no Senior Finance Party shall be
prevented from taking proceedings relating to a Dispute in any other courts
with jurisdiction and the Borrower irrevocably submits to the jurisdiction of
any such court. To the extent allowed by law, the Senior Finance Parties may take
concurrent proceedings in any number of jurisdictions.


(d)                                 A judgment or order in connection with an
Operative Document of any court referred to in this clause 30.1 is conclusive
and binding on the Borrower and may be enforced against it in the courts of any
other jurisdiction.


Service of process


30.2         The Borrower irrevocably consents to
service of process or any other documents in connection with proceedings in any
court by facsimile transmission, personal service, delivery at any address
specified in this Agreement or any other usual address, mail or in any other
manner permitted by English law, the law of the place of service or the law of
the jurisdiction where proceedings are instituted.


Agent for service of process


30.3         The Borrower shall at all times
maintain an agent for service of process and any other documents in proceedings
in England or any other proceedings in connection with this Agreement. Such
agent shall be:


Name:                     Simmlaw Services Limited


Address:                c/- Simmons & Simmons, City
Point, One Ropemaker Street, London EC2Y9SS


Attention:              [_____]


Facsimile:               +44 (0)207 628 2070


Any claim
form, judgment or other notice of legal process shall be sufficiently served on
the Borrower if delivered to such agent at its address for the time being. The
Borrower irrevocably undertakes not to revoke the authority of the above agent
and if, for any reason, the Senior Agent so requests, the Borrower shall
promptly appoint another such agent with an address in England and advise the
Senior Agent. If, following such a request, the Borrower fails to appoint
another agent, the Senior Agent shall be entitled to appoint one on behalf of
the Borrower at the expense of the Borrower.


31.          LIMITED RECOURSE


Limited Recourse


31.1         Notwithstanding any other provision of
this Agreement or the other Operative Documents to the contrary, and except as
provided in the remaining provisions of this clause 31.1:


 


39

















 


(a)                                  all amounts payable or expressed to be
payable to or for the account of the Finance Parties by the Borrower in respect
of the Borrower’s obligations under this Agreement and the other Operative
Documents shall be payable by the Borrower only from and to the extent of sums
paid to or received or recovered by the Borrower (or any person claiming
through or on behalf of, or in place of the Borrower, including without
limitation the Collateral Trustee as assignee, mortgagee or chargee and any
liquidator, receiver, administrator, administrative receiver, trustee or
officer of, or creditor of, the Borrower or any of its assets) from or out of
the property comprised in the Security Documents (including any proceeds of
realisation or enforcement of any of the Security Documents) (the Received Sums);


(b)                                 the Borrower shall not be personally liable
for such amounts which are so payable or expressed to be so payable to or for
the account of the Finance Parties, except to the extent that the Borrower
receives or recovers (and does not have to repay as aforesaid) any of the
Received Sums from any person and fails to pay the same to the Finance Parties;
and


(c)                                  the Financing Parties agree to look solely
to the Received Sums for payments to be made by the Borrower under this
Agreement and the other Operative Documents, and shall not otherwise take or
pursue any judicial or other steps or proceedings or exercise any other right
or remedy that they might otherwise have against the Borrower or any of its
assets, except for any proceedings: (i) in connection with enforcement or
exercise of the Security Interests; or (ii) to obtain a declaratory or other
similar judgment or order as to the obligations of the Borrower expressed to be
assumed hereunder or under any other Transaction Document; or (iii) to claim or
prove in (but not initiate) any bankruptcy, insolvency, winding-up,
liquidation, reorganisation, amalgamation, or dissolution of the Borrower.


Non-Derogation


31.2         The provisions of clause 31.1 shall
only limit the personal liability of the Borrower for the discharge of its
monetary obligations under the Operative Documents, and shall not limit or
restrict in any way the accrual of interest (including default interest) on any
unpaid amount (although the limitations as to the personal liability of the
Borrower shall apply to such interest) or derogate from or otherwise limit the
rights of enforcement, recovery, realisation and application by the Finance
Parties under and pursuant to the Security Documents.


Applicable
Circumstance


31.3         (a)           The
Borrower shall be personally and fully liable for, and shall indemnify each of
the Finance Parties against, any Losses incurred
by the Finance Parties as a result of the occurrence of any Applicable
Circumstance, and each Finance Party shall be at liberty to pursue all
of its rights and remedies against the Borrower and all of its assets for any
such Loss without restriction in the event of any such circumstance.


(b)           For
the purposes of this clause 31.3, Applicable Circumstance
means any the following:


                (i)            the
fraudulent or wilful misconduct or
negligence of the Borrower with respect to the transactions contemplated
by, or the performance of any of its obligations under, any of the Operative
Documents to which it is a party; or


 


40

















 


                (ii)           any
representation or warranty or statement as to matters of fact made or given by
the Borrower to any Finance Party in any Operative Document to which it is a
party being incorrect in any material respect on the date made or given; or


                (iii)          any
breach by the Borrower of any of its covenants contained in clause 18.3 (Special Purpose Undertakings) or clause
18.4 (Negative Pledge) or clause
18.13 (Re-leasing).


Full Recourse
Obligations


31.4         The limitation on personal liability
contained in clause 31.1 shall not apply, and the Senior Lenders may have
recourse against the Borrower and all of its assets without any limitation:


(a)                                  in
respect of any Losses suffered or incurred by the Senior Lenders as a result of
the occurrence of:


(i)        the
fraudulent or wilful misconduct or gross negligence of the Borrower with
respect to the transaction contemplated by or the performance of any of its
obligations under this Agreement or any of the other Operative Documents to
which it is a party; or


(ii)                any representation or warranty or statement
as to matters of fact made or given by the Borrower to the Senior Lenders in
this Agreement or any of the other Operative Documents to which it is a party
being incorrect in any material respect on the date made or given or;


(iii)             any breach or non-performance by the
Borrower or any of its covenants contained in clause 27 (Amendments and Waivers) and clause 18 (Borrower’s Undertakings);


(b)                                 to the extent that the Borrower receives or
recovers any Available Collections or Applicable Proceeds from any person and
fails to pay the same to the Senior Lender;


(c)                                  and to the extent that the Senior Lenders
are obliged, in connection with the bankruptcy, administration, insolvency,
winding-up, liquidation, reorganisation, amalgamation or dissolution of the
Borrower or any other person (including without limitation any Lessee), to
repay or return any Available Collections or Applicable Proceeds,


and the
Borrower shall be fully and personally liable for all amounts referred to in
the foregoing paragraphs.


 


41

















 


IN WITNESS whereof the Parties have signed this Agreement on the date
shown at the beginning of this Agreement.


[Signature block
to be inserted]


 


42

















 


SCHEDULE 2

THE ORIGINAL LENDERS


 


	
  Name of
  Original Lender

  	
  Commitment

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


43

















 


SCHEDULE 3


Part A 

Conditions Precedent to Signing


1.             A copy of the constitutional
documents of each of the Borrower, the Put Counterparty and [Irish Hold Cos].


2.             A copy of a resolution of the board
of directors of each of the Borrower, the Put Counterparty and [Irish Hold
Cos]:


(a)                                  approving the terms of, and the
transactions contemplated by, the Operative Documents and resolving that it
execute the Operative Documents to which it is a party;


(b)                                 authorising a specified person or persons
to execute the Operative Documents to which it is a party on its behalf; and


(c)                                  authorising a specified person or persons,
on its behalf, to sign and/or despatch all documents and notices [(including,
if relevant, any Utilisation Request)] to be signed and/or despatched by it
under or in connection with the Operative Documents to which it is a party.


3.             A specimen of the signature of each
person authorised by the resolution referred to in paragraph 2 above.


4.             A certificate of an authorised
signatory of each of the Borrower, the Put Counterparty and [Irish Hold Cos]
certifying that each copy document relating to it specified in paragraphs 1-3
of this Part A is correct, complete and in full force and effect as at a
date no earlier than the date of this Agreement.


5.             The Certificate as to Lease
Summaries in form and substance acceptable to the Senior Agent.


6.             Legal opinion of legal advisers in
the jurisdiction of incorporation of the Borrower in form, scope and substance
satisfactory to the Senior Agent.


7.             English law legal opinion from
Freshfields Bruckhaus Deringer as to the validity and enforceability of the
Operative Documents governed by English law.


8.             Dutch law legal opinion from
Freshfields Bruckhaus Deringer as to the due execution of the Operative
Documents executed by the Borrower and the Subordinated Note Holder.


9.             Irish law legal opinion from
A&L Goodbody as to the validity and enforceability of the Operative
Documents governed by Irish law and the Operative Documents executed by the
[Irish Hold Cos].


10.           Evidence that:


(a)                                  any process agent referred to in clause
30.3 (Agent for service of process)
has accepted its appointment by the Borrower; and




 


44

















 


(b)                                 any process agent referred to in any
Operative Document listed in paragraph 16 of this Part A has accepted its
appointment.


11.           Written confirmation from the
Borrower that:


(a)                                  the representations and warranties of the
Borrower made pursuant to clause 17 are correct as at the date of this
Agreement; and


(b)                                 no event or circumstance has occurred since
4 July 2006 which constitutes a Material Adverse Event.


12.           A copy of any other authorisation or
other document, opinion or assurance which Senior Lender reasonably considers
to be necessary or desirable (if it has notified the Borrower accordingly) in
connection with the entry into and performance of the transactions contemplated
by any Operative Document or for the validity and enforceability of any
Operative Document.


13.           A due diligence report prepared by a
third party in form scope and substance satisfactory to the Senior Agent
regarding principal lease arrangements, technical inspections, maintenance and
appraisals relating to the Eligible Aircraft and the Leases.


14.           Desktop half-life CMV
appraisals and CMV appraisals adjusted for the maintenance status of the
Eligible Aircraft prepared by Airclaims Limited as of the Closing Date.


15.           Completion by a Senior Lender of all
relevant due diligence and “know your customer” requirements (including,
without limitation, compliance with money laundering and anti-terrorism
information requirements).


16.           An original of the following
Operative Documents, duly executed by all parties thereto:


(a)                                  this Agreement;


(b)                                 the Junior Loan Agreement;


(c)                                  the Subordinated Note Agreement;


(d)                                 the DPP;


(e)                                  the Liquidity Facility;


(f)                                    the Fee Letters;


(g)                                 the Servicing Agreement;


(h)                                 the Put Agreement;


(i)                                     the Irish Share Charges;


(j)                                     the Dutch Share Pledge;


(k)                                  the Initial Cap Agreement; and


(l)                                     the Account Charges.


 


45

















 


17.           Evidence that a monthly direct debit
in respect of the entire credit balance of the Daily Collections Account has
been created to transfer such amounts automatically into the Collections
Account.


18.           Evidence that all filings,
registrations, recordings and other actions have been or will be taken which
are necessary or advisable to ensure the validity, effectiveness and
enforceability of the any Operative Documents referred to in paragraph 16 of
this Part A.


19.           Such other documents and financial
information as the Senior Agent may reasonably request in order to consummate
or give effect to the transactions contemplated by this Agreement and the
Operative Documents.13


 


Part B
 

Conditions Precedent to Aircraft Delivery


1.             In respect of the Closing Date,
receipt by the Borrower of the Initial Gross Subordinated Note Amount from the
proceeds of the issuance of the Initial Subordinated Loan Note by the Borrower.


2.             In respect of each Delivery Date
other than the Closing Date, receipt by the Borrower of the Additional Gross
Subordinated Note Amount from the proceeds of the issuance of the Additional
Subordinated Loan Note


3.             The Subordinated Note Purchaser and
the Collateral Trustee shall have entered into the relevant supplement to the
Put Agreement in relation to the relevant Financed Aircraft.


4.             Aircraft Sale Agreement and
Novation Agreement containing the Core Lease Provisions relating to the
relevant Financed Aircraft executed by the Seller and the Borrower.


5.             Legal opinion of legal advisers in
the jurisdiction of incorporation of the Lessee of the relevant Financed
Aircraft in respect of the Aircraft Sale Agreement and Novation Agreement,
addressed to the Senior Agent.


6.             Perfection and / or registration as
applicable of all Security Interests in respect of the relevant Financed
Aircraft.


7.             Legal opinion of advisers in the
relevant jurisdictions as to the validity and perfection of Security Interests
taken in respect of the relevant Financed Aircraft.


8.             If the relevant Financed Aircraft
is to be leased by a Permitted Lessor, a the Permitted Lessor Security
Assignment in respect of the relevant Financed Aircraft.


9.             Payment in full of all fees, legal
fees and expenses due and payable under this Agreement and the Operative
Documents.






13          If and when any
further documents are required, the AerCap will be notified.


 


46

















 


SCHEDULE 4


UTILISATION REQUEST


From:      [Borrower]


To:          [Senior Agent]


Dated:


Dear Sirs


Senior Loan Facility Agreement dated
[       ] 2006 (the Agreement)


1.             We refer to the Agreement.  This is a Utilisation Request.  Terms defined in the Agreement have the same meaning
in this Utilisation Request unless given a different meaning in this
Utilisation Request.


2.             We wish to borrow a Senior
Allocated Loan on the following terms:


	
   

  	
  Proposed Utilisation Date:

  	
  [       ] (or,
  if that is not a Business Day, the next Business Day)

  
	
   

  	
   

  	
   

  
	
   

  	
  Amount:

  	
  [    ] or, if less, the
  Available Senior Facility Commitment

  
	
   

  	
   

  	
   

  
	
   

  	
  Eligible Aircraft:

  	
  [MSN/other
  identifying reference]

  
	
   

  	
   

  	
   

  
	
   

  	
  Purchase Price:

  	
  [    ]14

  



 


3.             The proceeds of this Senior
Allocated Loan should be credited to: [•].


4.             This Utilisation Request is
irrevocable.


Yours faithfully


 


.......................................


authorised signatory for

[Borrower]


 






14                     To satisfy the
90% test.


 


47

















SCHEDULE 5


FORM OF TRANSFER CERTIFICATES


 


To:          [             ]
as Senior Agent


From:                  [Existing Senior
Lender] (the Existing
Senior Lender) and [New Senior Lender] (the New Senior Lender)


Dated:


Senior Loan Facility Agreement dated
[          ] (the Agreement)


1.             We refer to the Agreement.  This is a Transfer Certificate.  Terms defined in the Agreement have the same
meaning in this Transfer Certificate unless given a different meaning in this
Transfer Certificate.


2.             We refer to clause 20.5 (Procedure for transfer):


(a)                                  The Existing Senior Lender and
the New Senior Lender agree to the Existing Senior Lender transferring to the
New Senior Lender by novation all or part of the Existing Senior Lender’s
Commitment, rights and obligations referred to in the Schedule in accordance
with clause 20.5 (Procedure for transfer).


(b)                                 The proposed Transfer Date is
[         ].


(c)                                  The Facility Office and
address, fax number and attention details for notices of the New Senior Lender
for the purposes of clause [•] (Addresses)
of the Senior Facility Agreement and clause [•] of the DPP are set out in
the Schedule.


3.             The New Senior Lender expressly
acknowledges the limitations on the Existing Senior Lender’s obligations set
out in paragraph (c) of clause 20.4 (Limitation
of responsibility of Existing Senior Lenders).


4.             The New Senior Lender confirms to
the Borrower that it is a PMP.


5.             This Transfer
Certificate may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this
Transfer Certificate.


6.             This Transfer
Certificate is governed by English law.


THE SCHEDULE


Commitment/rights and
obligations to be transferred


[insert relevant details]


 


48

















 


[Facility Office address, fax number and attention details for notices
and account details for payments,]


	
  [Existing Senior Lender]

  	
  [New Senior Lender]

  
	
  By:

  	
  By:

  



This Transfer Certificate is accepted by the Senior Agent and the
Transfer Date is confirmed as [       ].


[Senior Agent]


By:


 


49

















SCHEDULE 6 


TIMETABLES


 


 


	
  Delivery of a duly
  completed Utilisation Request (clause [•])

  	
   

  
	
  The Senior Agent notifies
  the Lenders of the Loan in accordance with clause [•] 

  	
   

  
	
  LIBOR is fixed

  	
  Quotation Day as of 11:00
  a.m. London time

  



 


 


50





















 


SCHEDULE 7


REPRESENTATIONS AND WARRANTIES


Representations and Warranties


1.             The Borrower represents and
warrants to each Senior Finance Party as follows:


(a)                                  Status:  the Borrower and each Borrower Party is a
limited company duly incorporated and validly existing under the laws of the
State of Incorporation and has the corporate power to own its assets and carry
on its business as it is being conducted;


(b)                                 Power
and authority:  the Borrower
and each Borrower Party has the corporate power to enter into and perform, and
has taken all necessary corporate action to authorise the entry into,
performance and delivery of the Operative Documents to which it is a party and
the transactions contemplated by the Operative Documents;


(c)                                  Legal
validity:  this Agreement has been duly
authorised, executed and delivered by the Borrower, and this Agreement does,
and the other Borrower’s Documents when executed and delivered by the Borrower
will, constitute legal, valid and binding obligations of the Borrower,
enforceable against the Borrower in accordance with their respective terms,
except in so far as enforceability may be limited by and subject to
qualifications in the legal opinions provided theron;


(d)                                 Non-conflict:  the entry into and performance by the
Borrower and each Borrower Party of, and the transactions contemplated by, the
Operative Documents do not and will not: 
(i) conflict with any laws binding on the Borrower or any Borrower
Party; or (ii) conflict with the constitutional documents of the Borrower or
any Borrower Party; or (iii) conflict with or result in default under any
document which is binding upon the Borrower or any Borrower Party or any of its
or their assets nor result in the creation of any Security Interests over any
of its or their assets except as expressly permitted pursuant to the Operative
Documents;


(e)                                  Authorisation:  all authorisations, consents, registrations
and notifications required by the Borrower and each Borrower Party in
connection with the entry into, performance, validity and enforceability of,
the Operative Documents to which it is a party and the transactions
contemplated by the Operative Documents, have been (or will on or before each
Utilisation Date have been) obtained or effected (as appropriate) and are (or
will on their being obtained or effected be) in full force and effect;


(f)                                    No
Immunity:  the Borrower and each Borrower
Party is subject to civil commercial law with respect to its obligations under
each of the Operative Documents to which it is a party, neither any Borrower
Party nor any of their assets is entitled to any right of immunity and the
entry into and performance of the Operative Documents to which they are party
constitute private and commercial acts;


(g)                                 Registrations:  except for the filing the Security Documents
with the UK companies’ registry and any other filings as may be noted in the
legal opinions to be provided pursuant to Schedule 3 Part A, it is
not necessary or advisable under the laws of the State of Incorporation, the
State of Registration or the Habitual Base (if applicable) in order to


 


51

















 


ensure the validity, effectiveness and enforceability of this Agreement
or the other Operative Documents or to establish, perfect or protect the rights
and interests of the Senior Finance Parties in the Financed Aircraft that this
Agreement, any other Operative Document or any instrument relating thereto be
filed, registered or recorded or that any other action be taken;


(h)                                 Pari
Passu:  the obligations of each Borrower Party under
the Operative Documents to which it is a party rank at least pari passu with
all other present and future unsecured and unsubordinated obligations
(including contingent obligations) of the relevant Borrower Party, with the
exception of such obligations as are mandatorily preferred by law and not by
virtue of any contract;


(i)                                     Material Adverse Change: 
there has been no material adverse change since [__________] in the
business or financial condition of the Borrower or any Borrower Party;


(j)                                     No Litigation:  no litigation,
arbitration or administrative proceedings are pending or, to the Borrower’s
knowledge, threatened against the Borrower which, if adversely determined,
would have a material adverse effect upon the Borrower’s financial condition or
business or its ability to perform its obligations under this Agreement;


(k)                                  No
Senior Default:  no Senior
Default has occurred and is continuing or might result from the entry into or
performance of this Agreement by the Borrower; and no other event has occurred
and is continuing which constitutes (or with the lapse of time or the making of
a determination would constitute) a material default under any document which
is binding on the Borrower or the Borrower Party or any assets of the Borrower
or any Borrower Party;


(l)                                     Full Disclosure:  each of the
Borrower Documents and any other document, certificate or statement furnished
in writing to any Senior Finance Party by or on behalf of the Borrower or any
other Borrower Party in connection with the transactions contemplated hereby or
thereby (including, without limitation, financial information) does not contain
any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained herein and therein not
misleading; all forecasts and opinions of the Borrower contained therein were
honestly made on reasonable grounds after due and careful inquiry by the
Borrower; and there is no fact or circumstance which has not been disclosed by
the Borrower to the Senior Agent in writing on or before the date of this
Agreement and which (in any of the above cases) materially adversely affects or
will materially adversely affect the ability of the Borrower to carry on its
business or to perform its obligations under any of the Borrower Documents;


(m)                               Title to
Financed Aircraft: the Borrower is or will be on the Utilisation Date
in respect of the relevant Financed Aircraft, sole legal and beneficial owner
of the Aircraft (except only to the extent permitted pursuant to a Trust
Structure expressly permitted by the Operative Documents); and


(n)                                 Borrower
regulatory compliance:


(i)        to the
extent that the Borrower qualifies as a credit institution (kredietinstelling) under the WTK, the
Borrower is in compliance with the applicable provisions of the WTK and any
implementing regulation, including the Exemption Regulation.


 


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(ii)                the Borrower has verified the status of
each Senior Lender under this Agreement as a PMP under the Exemption
Regulation.


Repetition


The representations and warranties of the Borrower
pursuant to paragraph 1 of this Schedule 7 are made on the date of this
Agreement in each case by reference to the facts and circumstances then
existing. The representations and warranties of the Borrower pursuant to
paragraph 1 of this Schedule 7 shall survive the execution of this
Agreement and each Utilisation Date. 
Each of the representations and warranties contained in paragraph 1 of
this Schedule 7 (other than those contained in paragraphs (g), (i), (k)
and (l)) shall be deemed to be repeated by the Borrower on each Utilisation
Date by reference to the facts and circumstances then existing and in the case
of the representation and warranty contained in paragraph 1(n)(ii) shall also
be deemed repeated on the date on which a person becomes a New Senior Lender in
accordance with Clause [20] (Changes to the
Senior Lenders) (if it is a requirement at that time that a Senior
Lender be a PMP).


 


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SCHEDULE 8


ELIGIBLE AIRCRAFT


 


54

















SCHEDULE 9


SENIOR ALLOCATED LOANS


 


55

















SCHEDULE 10


APPLICABLE PERCENTAGES


 


56

















SCHEDULE 11


FORM OF SENIOR LOAN SUPPLEMENT


 


57

















SCHEDULE 12


CORE LEASE PROVISIONS


 


58

















SCHEDULE 13


ASSUMPTIONS


 


59

















SCHEDULE 14


LTV FORECASTS


 


60