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                                                                    EXHIBIT 10.8

CLIFFORD                                           LIMITED LIABILITY PARTNERSHIP

CHANCE                                                         EXECUTION VERSION

                           GATX FINANCIAL CORPORATION
                              as Initial Guarantor

                                       and

          CREDIT LYONNAIS (as Security Trustee for the Finance Parties)
                              EFG AIRCRAFT LIMITED
                                       And
                         EFG AIRCRAFT (IRELAND) LIMITED
                            as Initial Beneficiaries

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                                    GUARANTEE
       Relating to the obligations of certain companies under the Aircraft
           Facility Agreement and certain other Transaction Documents
                      in respect of certain Airbus Aircraft
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                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                             PAGE
<S>                                                                                <C>
1.  Definitions And Construction............................................        1
2.  Guarantee: Demands......................................................        2
3.  Absolute Guarantee......................................................        4
4.  Guarantors' Obligations Absolute........................................        4
5.  Representations, Warranties And Covenants...............................        5
6.  Preservation Of Rights..................................................        6
7.  Waivers Of Notice, Etc..................................................        7
8.  Extensions, Etc. .......................................................        7
9.  No Waiver...............................................................        8
10. Bankruptcy..............................................................        8
11. Subrogation.............................................................        8
12. Notices.................................................................        8
13. Miscellaneous...........................................................        9
14. Guarantor Accession.....................................................       10
15. Beneficiary Accession...................................................       12
16. Law.....................................................................       12
17. Submission To Jurisdiction Of Courts Of England.........................       12
18. Submission To Jurisdiction Of Courts Of New York........................       13
19. Waiver Of Right To Jury Trial...........................................       13
20. Third Party Rights......................................................       13
21. Counterparts............................................................       14

Schedule 1     FORM OF GUARANTOR ACCESSION CERTIFICATE......................       15
Schedule 2     DOCUMENTS TO ACCOMPANY GUARANTOR ACCESSION CERTIFICATE.......       17
Schedule 3     FORM OF BENEFICIARY ACCESSION CERTIFICATE....................       18
Schedule 4     FORM OF NOTICE OF DEMAND.....................................       19
</TABLE>

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THIS GUARANTEE is made on_________December 2001

BETWEEN:

(1)   GATX FINANCIAL CORPORATION, a corporation organised and existing under the
      laws of Delaware (the "INITIAL GUARANTOR");

(2)   CREDIT LYONNAIS a banking institution established under the laws of France
      and acting through its main office at 1-3 rue des Italiens, 75009 Paris,
      France as security trustee for and on behalf of itself, the Agent and each
      of the Lenders (the "SECURITY TRUSTEE"); and

(3)   EFG AIRCRAFT LIMITED, a limited liability company incorporated and
      existing under the laws of the Cayman Islands and having its registered
      office at Walker House, Mary Street, PO Box 908GT Grand Cayman, Cayman
      Islands ("EFG CAYMAN"); and

(4)   EFG AIRCRAFT (IRELAND) LIMITED, a limited liability company incorporated
      and existing under the laws of the Republic of Ireland and having its
      registered office at 30 Herbert Street, Dublin 2, Republic of Ireland
      ("EFG IRELAND").

WHEREAS each of the Security Trustee, EFG Cayman and EFG Ireland is herein
referred to as an "INITIAL BENEFICIARY" and together they are referred to herein
as the "INITIAL BENEFICIARIES".

WHEREAS it is proposed that each of the Beneficiaries (other than the Security
Trustee) will enter into Credit Sale Agreements with one or more of the Export
Lessees.

WHEREAS it is proposed that each Beneficiary (other than the Security Trustee)
will finance a portion of the cost each Aircraft owned by it from time to time
pursuant to the Facility Agreement.

WHEREAS it is a requirement of each Beneficiary (other than the Security
Trustee) being willing to enter into any Credit Sale Agreement and lease the
relevant Aircraft thereunder that the obligations of the relevant Export Lessee
thereunder and under the other Transaction Documents to which it is party are
guaranteed pursuant to this Guarantee.

WHEREAS it is a requirement of each Finance Party being willing to make Loans,
and keep Loans outstanding, pursuant to the Facility Agreement that the
obligations of each Export Lessee thereunder and under each of the other
Transaction Documents to which it is party are guaranteed pursuant to this
Guarantee.

NOW THEREFORE the Guarantors agree as follows:

1.    DEFINITIONS AND CONSTRUCTION

      In this Guarantee (including the Recitals) unless the context otherwise
      requires, words and expressions defined in Appendix X hereto (including
      definitions incorporated by reference to another document) shall bear the
      same respective meanings and application when used herein; and

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      "BENEFICIARIES" means the Initial Beneficiaries and each other person
      which from time to time becomes and remains a Beneficiary for the purposes
      of this Guarantee in accordance with Clause 15 and "BENEFICIARY" means any
      of them;

      "BENEFICIARY ACCESSION CERTIFICATE" means a certificate substantially in
      the form attached hereto as Schedule 3;

      "GUARANTEED OBLIGATIONS" means, with respect to any Export Lessee, any and
      all monies, liabilities and obligations (whether actual or contingent,
      whether now existing or hereafter arising, whether or not for the payment
      of money, and including any obligation or liability to pay damages and
      including any interest which, but for the application of bankruptcy or
      insolvency laws, would have accrued on the amounts in question), which are
      now or which may at any time and from time to time hereafter be due,
      owing, payable or incurred or be expressed to be due, owing, payable or
      incurred from or by such Export Lessee to any Guaranteed Party under any
      of the Transaction Documents to which such Export Lessee is party and
      references to "GUARANTEED OBLIGATIONS" includes references to any part
      thereof;

      "GUARANTEED PARTIES" means the Beneficiaries and the Finance Parties:

      "GUARANTEE PERCENTAGE" means, as of the date hereof, In relation to the
      Initial Guarantor, one hundred per cent. (100%) and, thereafter, in
      relation to each Guarantor from time to time, the relevant percentage
      specified in the Guarantor Accession Certificate most recently executed
      and delivered in accordance with the terms hereof;

      "GUARANTOR ACCESSION CERTIFICATE" means a certificate substantially in the
      form set out in Schedule 1;

      "GUARANTORS" means the Initial Guarantor and each other person which from
      time to time becomes and remains a Guarantor for the purposes of this
      Guarantee in accordance with Clause 14 and "GUARANTOR" means any of them;

      "NON PAYMENT DEFAULT" has the meaning given to it in Clause 2.1 (a); and

      "NOTICE OF DEMAND" has the meaning given to it in Clause 2.2 and the form
      of which is set out in Schedule 4.

2.    GUARANTEE: DEMANDS

2.1   Each Guarantor hereby absolutely, unconditionally and irrevocably as
      primary obligor and not as surety:

      (a)   guarantees to each Beneficiary the due and punctual payment,
            performance and observance by each Export Lessee of its Guaranteed
            Obligations in accordance with the terms and conditions of the
            applicable Transaction Documents as and when due, and, subject to
            Clause 2.2 (i) promises to pay for the account of the relevant
            Beneficiary from time to time all sums from time to time due and
            payable (but unpaid) by any Export Lessee under or pursuant to its
            Guaranteed Obligations or on account of any breach thereof

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            which are the subject to any Notice of Demand and (ii) undertakes to
            each Beneficiary that in the event of a default of any Export Lessee
            in the observance or performance of any of its Guaranteed
            Obligations being other than for the payment of monies due ("NON
            PAYMENT DEFAULT") then the Guarantor shall on demand perform such
            Guaranteed Obligations; and

      (b)   agrees as a primary obligation to indemnify each Beneficiary from
            time to time on demand from and against any loss incurred by such
            Beneficiary (and, in the case of the Security Trustee, the Finance
            Parties) as a result of any of the Guaranteed Obligations owed to
            such Beneficiary or the Finance Parties (as the case may be) being
            or becoming void, voidable, unenforceable or ineffective as against
            the relevant Export Lessee for any reason whatsoever whether or not
            known by such Beneficiary or any Finance Party, the amount of such
            loss being limited to the amount which such Beneficiary or Finance
            Party would otherwise have been entitled to recover from the
            relevant Export Lessee.

      PROVIDED ALWAYS that if and for as long as there is more than one
      Guarantor hereunder (a) the obligations of each of the Guarantors under
      this Clause shall be several (and not joint) and shall be limited to that
      Guarantor's Guarantee Percentage of any claim with respect to the
      Guaranteed Obligations and (b) the failure of any one such Guarantor to
      perform its obligations with respect to any such claim shall have no
      effect on any other Guarantor's obligations under this Clause 2.1 and (c)
      payment by, or on behalf of, a Guarantor to, or for the account of the
      relevant Beneficiary pursuant to Clause 2.2 of that Guarantor's Guarantee
      Percentage of an amount due by the relevant Export Lessee with respect to
      the Guaranteed Obligations (whether or not the relevant Beneficiary shall
      have demanded the applicable amount from such Guarantor pursuant to this
      Guarantee) shall discharge pro'tanto that Guarantor's liability hereunder
      in respect of any claim with respect to the Guaranteed Obligations in
      question (any such claim, the "RELEVANT LIABILITIES"; with any Guarantor
      whose liability is so discharged in full being with respect to such
      Relevant Liabilities a "DISCHARGED GUARANTOR", any Guarantor whose
      liability is so discharged in part being with respect to such Relevant
      Liabilities a "PARTIALLY DISCHARGED GUARANTOR" and the amount of the
      balance of the liability of a Partially Discharged Guarantor being its
      "BALANCE").

2.2   If at any time after the date hereof, any Export Lessee is in breach of
      its Guaranteed Obligations (or any of mem), subject to Clause 2.4 the
      Security Trustee shall notify each Guarantor by sending each thereof a
      written notice (a "Notice of Demand"). Each Notice of Demand shall specify
      (a) the amount outstanding which the relevant Export Lessee is required to
      pay or obligation that is required to be performed and (b) (if applicable)
      the account of the applicable Beneficiary to which such payment should be
      made. Within three (3) Business Days following receipt of any Notice of
      Demand each Guarantor shall pay to such account as is specified in the
      Notice of Demand, its Guarantee Percentage of any amount mentioned in (a)
      aforesaid so specified in the relevant Notice of Demand. Any payment made
      in accordance with the preceding provisions of this Clause 2.2 or other
      appropriate action taken to remedy an

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      unperformed Guaranteed Obligation shall be deemed to satisfy the relevant
      Export Lessee's Guaranteed Obligations pro tanto to the extent of such
      payment so made or performance.

2.3   The Guarantor expressly acknowledges and consents to the terms and
      conditions of the proviso to Clause 10.2 of the Facility Agreement.

2.4   The Security Trustee will not be obliged to give any Notice of Demand
      following the occurrence with respect to GFC of a Termination Event
      described in Clause 10.1 (f), (g), (h) or (i) of the Facility Agreement.

2.5   Each Beneficiary acknowledges:

      (a)   that the liability of any Partially Discharged Guarantor in respect
            of the Relevant Liabilities is limited to such Partially Discharged
            Guarantor's Balance and that no other Guarantor shall have any
            liability in respect of such Balance; and

      (b)   for the avoidance of doubt, that no Discharged Guarantor shall have
            any liability in respect of the Relevant Liabilities in respect of
            which it has been discharged.

3.    ABSOLUTE GUARANTEE

3.1   This Guarantee shall be an absolute, continuing, unconditional and
      irrevocable guarantee of any and all Guaranteed Obligations made,
      endorsed, contracted or otherwise incurred by each Export Lessee and all
      extensions and renewals of such Guaranteed Obligations in whole or in part
      and shall, subject always to Clauses 10 and 14, remain in full force and
      effect until such time as the Guaranteed Obligations have been discharged
      in full.

3.2   The Guarantors agree that the Guaranteed Obligations shall expressly
      include all liabilities which any Export Lessee may incur pursuant to the
      Transaction Documents now or at any time in the future upon any
      Utilisation Notice being delivered, any Loan Supplement being entered
      into, any Credit Sale Agreement being entered into and/or any Aircraft
      being delivered.

3.3   Subject to Clause 10, this Guarantee shall terminate upon the irrevocable
      and unconditional discharge in full of the Guaranteed Obligations or, in
      relation to any Guarantor which becomes a Discharged Guarantor, upon it so
      becoming a Discharged Guarantor

4.    GUARANTORS' OBLIGATIONS ABSOLUTE

4.1   Subject to Clause 14, the obligations of each Guarantor under this
      Guarantee are absolute, direct, irrevocable and unconditional, without
      regard to the obligations of any other person or Guarantor and are in
      addition to and independent of every other security which the Guaranteed
      Parties may at any time hold in respect of the Guaranteed Obligations, and
      shall not in any manner be released, discharged or

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      otherwise affected by reason of (a) any action taken or not taken by any
      of the Guaranteed Parties (which action or inaction is herein consented
      and agreed to) or (b) any lack of prior enforcement or retention of any
      rights against the Export Lessee, any other Guarantor or any other person
      or any property, or (c) the partial or complete illegality,
      unenforceability or invalidity of any of the Guaranteed Obligations or any
      bankruptcy, insolvency, reorganisation, arrangement, assignment for the
      benefit of creditors or similar proceedings with respect to the Export
      Lessee or (d) any termination of, or change in, any business, ownership or
      other relationship between any of the Export Lessees, any of the
      Guaranteed Parties and such Guarantor or (e) any partial payment or
      performance by any Export Lessee or any other person in respect of the
      Guaranteed Obligations or (f) the limited recourse nature of the
      Guaranteed Obligations in accordance with Clause 3.9 of the Facility
      Agreement or (g) the election of any of the Beneficiaries to proceed by
      non-judicial rather than judicial foreclosure which destroys or otherwise
      impairs the subrogation rights of the Guarantors or the right of the
      Guarantors to proceed against any Export Lessee or (h) non-disclosure to a
      Guarantor by any Finance Party of any facts or information which it may
      have about any Export Lessee.

4.2   No delay in making demand on any Guarantor under this Guarantee for
      satisfaction of its obligations hereunder shall prejudice the right of the
      Beneficiaries to enforce the obligations of such Guarantor hereunder
      provided such demand is made within any period required by any applicable
      statute of limitations or similar law affecting the demand.

5.    REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1    Each Guarantor represents as to itself that:

      (a)   it is a corporation or company duly organised and validly existing
            under the laws of the state or country in which it is incorporated
            or formed;

      (b)   it has full legal right, power and authority to execute, deliver and
            perform this Guarantee;

      (c)   all appropriate and necessary corporate actions have been taken, and
            all necessary governmental approvals have been obtained, to
            authorise the execution and delivery of this Guarantee and the
            performance and observance of the terms hereof;

      (d)   this Guarantee constitutes its legal, valid and binding obligations
            and is enforceable against it in accordance with its terms except as
            enforceability thereof may be limited by applicable bankruptcy,
            insolvency, reorganisation, moratorium or other similar laws
            affecting the enforcement of creditors' rights generally and by
            general principles of equity (regardless of whether enforceability
            is considered in a proceeding in equity or at law); and

      (e)   the claims of the Beneficiaries under this Guarantee against it will
            rank at least pari passu with the claims of all its other unsecured
            and unsubordinated

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            creditors other than those whose claims are mandatorily preferred by
            Applicable Law.

5.2   Each Guarantor shall, from the date of this Guarantee until it ceases to
      have any liability under this Guarantee, take all action and obtain all
      governmental approvals required so that its obligations hereunder will at
      all times be legal, valid and binding and enforceable in accordance with
      the terms hereof.

6.    PRESERVATION OF RIGHTS

6.1   Neither the obligations of any Guarantor under this Guarantee nor the
      rights, powers and remedies conferred on the Guaranteed Parties under the
      Transaction Documents or by law shall be discharged, impaired or otherwise
      affected by:

      (a)   time or other indulgence being granted or agreed to be granted to
            any Export Lessee in respect of any Guaranteed Obligations under the
            Transaction Documents or under any other security granted in favour
            of the Guaranteed Parties;

      (b)   any termination of, amendment to, or any variation, waiver or
            release of any obligation of any Export Lessee under any of the
            Transaction Documents made in accordance with the terms thereof or
            under any other security granted in favour of the Guaranteed
            Parties;

      (c)   any failure to take, or fully to take, any security contemplated by
            the Transaction Documents or otherwise agreed to be taken in respect
            of any Export Lessee's obligations under the Transaction Documents;

      (d)   any failure to perfect or realise or fully realise the value of, or
            any release, discharge, exchange or substitution of, any such
            security or taken in respect of any Export Lessee's obligations
            under any of the Transaction Documents;

      (e)   the winding up or dissolution of any Export Lessee or any change in
            its status, function, control or ownership; or

      (f)   any other act, event or omission which may operate to discharge,
            impair or otherwise affect any of the obligations of each Guarantor
            contained in this Guarantee or any of the rights, powers or remedies
            conferred upon the Guaranteed Parties or by law.

6.2   No Beneficiary shall be obliged before exercising any of the rights,
      powers or remedies conferred upon it in respect of each Guarantor under
      this Guarantee or by law:

      (a)   to make any demand of any Export Lessee;

      (b)   to take any action or obtain judgement in any court against any
            Export Lessee;

      (c)   to make or file any claim or proof in a winding-up or dissolution of
            any Export Lessee; or

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      (d)   to enforce or seek to enforce any security taken in respect of any
            of the obligations of any Export Lessee under the Transaction
            Documents.

6.3   Each Guarantor agrees that so long as any of the Guaranteed Obligations
      are outstanding, such Guarantor shall not exercise any rights which it may
      at any time have by reason of performance by it of its obligations under
      this Guarantee or otherwise exercise any right of set-off or counterclaim
      against any Export Lessee or to be indemnified by any Export Lessee and/or
      to take the benefit (in whole or in part and whether by way of subrogation
      or otherwise) of any rights of the Guaranteed Parties under the
      Transaction Documents or of any other security taken pursuant to, or in
      connection with, the Transaction Documents by the Guaranteed Parties.

6.4   The Guarantor shall hold in trust and promptly pay over to the Security
      Trustee an amount equal to any sums it receives from any Export Lessee in
      contravention of Clause 6.3.

7.    WAIVERS OF NOTICE, ETC.

7.1   Each Guarantor under this Guarantee hereby waives diligence, presentment,
      demand, protest or notice of any kind whatsoever with respect to this
      Guarantee and the Guaranteed Obligations other than any requirements of
      demand or notice on the Export Lessee or the Guarantors as are
      specifically set forth in this Guarantee and the other Transaction
      Documents.

7.2   The Initial Guarantor waives all benefits and defences it may have under
      California Civil Code Sections 2782 to 2856 (inclusive) and 2899 and 3433
      with respect to its obligations under this Guarantee.

8.    EXTENSIONS, ETC.

      Each Guarantor under this Guarantee consents and agrees that the
      Guaranteed Parties may, in their sole discretion, at any time and from
      time to time:

      (a)   renew, extend, change or modify the time, manner, place or terms of
            payment, performance or observance of any or all of the Guaranteed
            Obligations;

      (b)   exchange, release or surrender any security or property which may at
            any time be held by such Guarantor in respect of the Guaranteed
            Obligations;

      (c)   release any surety or guarantor for or of any of the Guaranteed
            Obligations;

      (d)   settle or compromise any or all of the Guaranteed Obligations with
            the relevant Export Lessee or any other person liable in relation
            thereto; and

      (e)   subordinate the payment, performance or observance of all or any
            part of the Guaranteed Obligations to the payment, performance or
            observance of any other debts or obligations which may be due or
            owing by the relevant Export Lessee to the Guaranteed Parties or any
            other person,

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      all in such manner and upon such terms as the relevant Guaranteed Party
      may deem proper, without notice to or further assent from any Guarantor
      (each of whom agrees to remain bound by this Guarantee notwithstanding any
      such thing as aforesaid).

9.    NO WAIVER

      No election not to exercise, failure or delay in exercising any right nor
      any course of dealing or performance under this Guarantee shall operate as
      a waiver thereof, nor shall any single or partial exercise of any such
      right preclude any other or further exercise thereof or the exercise of
      any other right of any of the Guaranteed Parties under this Guarantee, any
      other Transaction Document or Applicable Law.

10.   BANKRUPTCY

      Each Guarantor agrees that if at any time all or any part of any payment
      made by such Guarantor hereunder and applied by any of the Guaranteed
      Parties to any of the Guaranteed Obligations is or must be rescinded or
      returned by such Guaranteed Party, or any other person on behalf of such
      Guaranteed Party, for any reason whatsoever (including, without
      limitation, the insolvency, bankruptcy or reorganisation of the Export
      Lessee), such Guaranteed Obligations shall, for the purposes of this
      Guarantee, to the extent that such payment is or must be rescinded or
      returned, be deemed to be continued in existence notwithstanding such
      application by such Guaranteed Party and this Guarantee shall continue to
      be effective or be reinstated, as the case may be, as to such Guaranteed
      Obligations, all as though such application had not been made. If any
      Guaranteed Party is required to return any such payment to or rescind the
      performance of a particular guarantor (the "APPLICABLE GUARANTOR") in
      relation to a particular Guaranteed Obligation, then notwithstanding the
      foregoing to the contrary:

      (a)   the Applicable Guarantor's obligations hereunder only will be
            reinstated with respect to such Guaranteed Obligation; and

      (b)   the obligations of the other Guarantor or Guarantors (in the case of
            each Guarantor other than the Applicable Guarantor) shall not be
            reinstated.

11.   SUBROGATION

      Each Guarantor under this Guarantee shall be subrogated to the rights, if
      any, of the Beneficiaries in respect of any matter with respect to which
      an amount has been paid by such Guarantor hereunder; Provided Always that
      any subrogation rights to which such Guarantor becomes entitled by reason
      of performance of any of its obligations hereunder shall be subject and
      subordinate to the rights of the Beneficiaries and the Finance Parties
      against any Export Lessee under the other Transaction Documents and the
      exercise of any such subrogation rights of such Guarantor shall be
      deferred until all Guaranteed Obligations have been fully performed.

12.   NOTICES

      All notices, requests, designations or other communications provided for
      herein shall be in writing and shall be deemed to have been given when
      delivered personally or

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      when telefaxed and receipt confirmed and shall be deemed to have been
      received ten (10) days after deposit in the mail, registered airmail
      postage prepaid, addressed as follows:

      If to the Initial Guarantor
      Or any Export Lessee:           GATX Financial Corporation
                                      Four Embarcadero Center, Suite 2200
                                      San Francisco, California 94111
                                      U.S.A.

                                      Attention: Aircraft Portfolio Management
                                      Facsimile: +1 415 955 3415

      If to any Guarantor (which is not an Initial Guarantor): to its address
      specified in the Guarantor Accession Certificate most recently executed by
      such Guarantor.

      with a copy in all cases to:         Credit Lyonnais
                                           1-3 rue des Italiens
                                           75009 Paris
                                           France

                                           Attention: Middle Office
                                           Facsimile: +33 1 42 95 11 81

      or to such other address and details as any party may designate for itself
      by written notice to the other party.

13.   MISCELLANEOUS

13.1  Any provision of this Guarantee which is prohibited or unenforceable in
      any jurisdiction shall not invalidate or render unenforceable such
      provision in any other jurisdiction and, to the extent permitted by the
      Applicable Law, each Guarantor hereby waives any provision of Applicable
      Law that renders any provision of this Guarantee prohibited or
      unenforceable in any respect.

13.2  No provision of this Guarantee may be changed, waived, discharged or
      terminated orally, but only by an instrument in writing signed by each
      Guarantor and the Beneficiaries

13.3  If any sum due from a Guarantor under this Guarantee or any order or
      judgement given or made in relation hereto has to be converted from the
      currency (the "FIRST CURRENCY") in which the same is payable under this
      Guarantee or such order or judgement into another currency (the "SECOND
      CURRENCY") for the purpose of (a) making or filing a claim or proof
      against the relevant Export Lessee, (b) obtaining an order or judgement in
      any court or other tribunal or (c) enforcing any order or judgement given
      or made in relation to this Guarantee, such Guarantor shall indemnify and
      hold harmless the relevant Beneficiary from and against any loss suffered
      as a result of any discrepancy between (i) the rate of exchange used for
      such purpose to convert the sum in question

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      from the first currency into the second currency and (ii) the rate or
      rates of exchange at which such Beneficiary may in the ordinary course of
      business purchase the first currency with the second currency upon receipt
      of a sum paid to it in satisfaction, in whole or in part, of any such
      order, judgement, claim or proof.

13.4  All payments by a Guarantor under this Guarantee shall be made free and
      clear of, and without set-off, deduction or withholding for or on account
      of, any Taxes, unless such deduction or withholding is required by
      Applicable Law. If any Guarantor shall be required by law to make any such
      payment subject to deduction or withholding for or on account of any
      Taxes, such Guarantor shall pay to the relevant Beneficiary such
      additional amounts as may be necessary to ensure that the net amount
      received by such Beneficiary after such deduction or withholding (and
      after taking account of any further deduction or withholding which is
      required to be made as a consequence of such additional amounts), is equal
      to the full amount that such Beneficiary would have been entitled to
      receive had such deduction or withholding not been required.

13.5  The Security Trustee, acting reasonably, may place to the credit of a
      suspense account any moneys received under or in connection with this
      Guarantee in order to preserve the rights of the Security Trustee or any
      other Beneficiary to prove for the full amount of all of its claims
      against the Guarantor or any other GATX Obligor. The Security Trustee may
      at any time apply any of the moneys referred to in this Clause in or
      towards satisfaction of any of the Guarantor's liabilities under this
      Guarantee.

13.6  Each Beneficiary (other than the Security Trustee) may assign its rights
      and interests hereunder to the Security Trustee pursuant to one or more
      Borrower Security Assignments.

13.7  This is a guarantee of payment and performance and not collection.

13.8  The Guarantors agree from time to time to do and perform such other and
      further acts and execute and deliver and all such other documents as may
      be required by law or reasonably requested by the Security Trustee to
      establish, maintain and protect the rights and remedies of the
      Beneficiaries pursuant to this Guarantee.

13.9  In this Guarantee, time is of the essence.

14.   GUARANTOR ACCESSION

14.1  The Guarantors shall, by written notice to the Beneficiaries (each an
      "ACCESSION NOTICE"), be entitled at any time to request that another
      person approved in writing by the Security Trustee (acting on the
      instructions of the National Agents and the German Parallel Lender) (each
      a "PROSPECTIVE GUARANTOR") accede to this Guarantee as an additional or
      replacement Guarantor. Each Accession Notice shall:

      (a)   give full details of the Prospective Guarantor and its intended
            Guarantee Percentage;

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      (b)   specify whether any existing Guarantor (each a "RETIRING GUARANTOR")
            will cease to be a Guarantor if such request is agreed to;

      (c)   specify whether any existing Guarantor (each an "AFFECTED
            GUARANTOR") will have a reduced Guarantee Percentage if such request
            is agreed to; and

      (d)   specify each existing Guarantor (each an "UNAFFECTED GUARANTOR")
            whose Guarantee Percentage will not change if such request is agreed
            to.

14.2  If the Security Trustee shall agree (acting on the instructions of the
      National Agents and the German Parallel Lender) to any request made in an
      Accession Notice (which shall be at their absolute discretion), the
      following procedures shall apply unless such agreement of the Security
      Trustee requires otherwise:

      (a)   The Guarantors shall deliver to the Beneficiaries:

            (i)   the documents referred to in Schedule 2 in relation to the
                  Prospective Guarantor and each Affected Guarantor, each to be
                  in form and substance reasonably satisfactory to the Security
                  Trustee; and

            (ii)  an Guarantor Accession Certificate, duly signed by the
                  Prospective Guarantor, each Retiring Guarantor (if any) and
                  each Affected Guarantor (if any) and duly completed in a
                  manner which is consistent with the information contained in
                  such Accession Notice.

      (b)   If the Security Trustee shall be satisfied, acting reasonably, that
            the documents referred to in Clause 14.2(a) comply with the
            requirements of this Guarantee, the Beneficiaries shall counter-sign
            the applicable Guarantor Accession Certificate, whereupon:

            (i)   each Retiring Guarantor (if any) will be released from its
                  obligations hereunder;

            (ii)  the obligations of each Affected Guarantor (if any) hereunder
                  will be amended to reflect its new Guarantee Percentage as
                  stated in such Guarantor Accession Certificate;

            (iii) the Prospective Guarantor will become a Guarantor hereunder
                  with the Guarantee Percentage provided for it in the Guarantor
                  Accession Certificate;

            (iv)  each Unaffected Guarantor (if any) will continue to be a
                  Guarantor hereunder with the same Guarantee Percentage
                  ascribed to it hereunder immediately prior to the execution of
                  the Guarantor Accession Certificate; and

            (v)   the Beneficiaries shall acquire the same rights and benefits
                  hereunder as they would have acquired had the Prospective
                  Guarantor, each Affected Guarantor (if any) and each
                  Unaffected Guarantor (if any) been original

                                     - 11 -
<PAGE>

                  parties hereto with the respective Guarantee Percentages
                  specified for them in such Guarantor Accession Certificate.

15.   BENEFICIARY ACCESSION

      Any Alternative Borrower shall be entitled at any time to become a
      Beneficiary by delivering to the Guarantors a duly completed Beneficiary
      Accession Certificate executed by such Alternative Borrower and, upon such
      Beneficiary Accession Certificate being executed by all of the Guarantors,
      such Alternative Borrower shall acquire the same rights and benefits
      hereunder as it would have acquired had it been an original party hereto
      in the capacity of an Initial Beneficiary.

16.   LAW

      This Guarantee shall in all respects be governed by, and construed in
      accordance with, the laws of England.

17.   SUBMISSION TO JURISDICTION OF COURTS OF ENGLAND

17.1  Each Guarantor under this Guarantee irrevocably agrees that the courts of
      England shall have jurisdiction to hear and determine any suit, action or
      proceeding, and to settle any disputes, which may arise out of or in
      connection with this Guarantee and, for such purposes, irrevocably submits
      to the jurisdiction of such courts.

17.2  Each Guarantor under this Guarantee irrevocably waives any objection which
      it might now or hereafter have to the courts referred to in Clause 17.1
      being nominated as the forum to hear and determine any suit, action or
      proceeding, and to settle any disputes, which may arise out of or in
      connection with this Guarantee and agrees not to claim that any such court
      is not a convenient or appropriate forum.

17.3  The Initial Guarantor irrevocably appoints GATX International Limited
      currently at 34th Floor, One Canada Square, Canary Wharf, London, E14 SAA
      as its agent for service of process in relation to any proceedings before
      the English courts in connection with this Guarantee and agrees that the
      process by which any suit, action or proceeding in England is begun may be
      served on it by being delivered to the registered office of GATX
      International Limited from time to time.

      The Initial Guarantor further agrees that if the appointment of any person
      mentioned in Clause 17.2 ceases to be effective, the Initial Guarantor
      shall immediately appoint a further person in England to accept service of
      process on its behalf in England and, failing such appointment within
      fifteen (15) days, the Security Trustee is entitled to appoint such a
      person by notice to the Initial Guarantor.

17.4  The submission to the jurisdiction of the courts referred to in Clause
      17.1 shall not (and shall not be construed so as to) limit the right of
      the Beneficiaries to take proceedings against any Guarantor under this
      Guarantee in any other court of competent jurisdiction (including, without
      limitation, as contemplated by Clause 18) nor shall the taking of
      proceedings in any one or more jurisdictions preclude the taking of
      proceedings in any other jurisdiction, whether concurrently or not.

                                     - 12 -
<PAGE>

18.   SUBMISSION TO JURISDICTION OF COURTS OF NEW YORK

18.1  For the purposes of this Guarantee, each Guarantor irrevocably agrees that
      any suit, action or proceeding against it or its assets, properties or
      revenues, arising out of or relating to this Guarantee or any of the
      transactions contemplated hereby (a "RELATED PROCEEDING"), may be brought
      by any Beneficiary in the Supreme Court of the State of New York, or any
      federal district court, in each case, sitting in the Borough of Manhattan
      in the City of New York, United States of America, and each Guarantor
      irrevocably submits generally and unconditionally to the non-exclusive
      jurisdiction of such court (and to all courts empowered to hear appeals
      therefrom) in any Related Proceeding. The submission to such jurisdiction
      shall not (and shall not be construed so as to) limit the Security
      Trustee's right to bring any Related Proceeding against a Guarantor in any
      other jurisdiction (including, without limitation, as contemplated by
      Clause 17), nor shall the bringing of a Related Proceeding in any one or
      more jurisdictions preclude the bringing of a suit, action or proceeding
      in any other jurisdiction whether concurrently or otherwise. Each
      Guarantor agrees that a judgement, after exhaustion of all available
      appeals, in any Related Proceeding shall be conclusive and binding upon
      such Guarantor and may be enforced in any other jurisdiction (A) by suit
      upon such judgement, a certified copy of which shall be conclusive
      evidence of such judgement and of the amount of the indebtedness specified
      therein, or (B) by such other means provided by law, and each Guarantor
      agrees that it will not take any steps to obstruct enforcement of any such
      judgement in any such other jurisdiction.

18.2  For the purposes of this Guarantee, each Guarantor irrevocably waives, to
      the fullest extent permitted by Applicable Law, (a) any objection it may
      now or hereafter have to the laying of venue of any Related Proceeding
      which may be brought in the courts referred to in Clause 18.1 and (b) any
      objection it may now or hereafter have to a Related Proceeding brought in
      the courts referred to in Clause 18.1 based on forum non conveniens.

18.3  The Guarantor agrees that service of process may be made on it for the
      purposes of any proceedings in New York by service being made on the
      Guarantor by certified mail or by personal delivery of process at the
      address of the Guarantor set out in Clause 12.

19.   WAIVER OF RIGHT TO JURY TRIAL

      FOR THE PURPOSES OF THIS GUARANTEE, EACH GUARANTOR AND EACH BENEFICIARY
      HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY
      HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF,
      UNDER, OR IN CONNECTION WITH THIS GUARANTEE.

20.   THIRD PARTY RIGHTS

      A person who is not a party to this Guarantee has no right under the
      Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
      Guarantee.

                                     - 13 -
<PAGE>

21.   COUNTERPARTS

      This Agreement may be signed in any number of counterparts, each of which
      shall be an original, with the same effect as if the signatures thereto
      and hereto were upon the same instrument.

IN WITNESS WHEREOF this Guarantee has been executed in London by the parties
hereto as a deed and is intended to be and is hereby delivered the day and year
first above written.

                                     - 14 -
<PAGE>

                                   SCHEDULE 1

                     FORM OR GUARANTOR ACCESSION CERTIFICATE

To: [Names of Beneficiaries]

From: [ ]

Dated: [ ]

Dear Sirs

1.    We refer to a guarantee dated [-] December 2001 and made between GATX
      Financial Corporation, as Initial Guarantor, and Credit Lyonnais, EFG
      Aircraft Limited and EFG Aircraft (Ireland) Limited, as Initial
      Beneficiaries (as amended, modified and restated prior to the date hereof,
      the "GUARANTEE").

2.    Terms defined in the Guarantee shall bear the same meaning herein.

3.    [ ] (the "PROSPECTIVE GUARANTOR") hereby agrees to be a Guarantor pursuant
      to Clause 14 (Guarantor Accession) of the Guarantee with a Guarantee
      Percentage of [-] per cent. ([-]%) and accordingly undertakes henceforth
      to perform all the obligations (whether now existing or hereafter arising)
      expressed to be undertaken under the Guarantee by a Guarantor with such
      Guarantee Percentage in all respects as if it had been an original party
      thereto as a Guarantor.

4.    In consequence of the execution of this Guarantor Accession Certificate,
      [the Guarantee Percentages of [-] and [-] will be amended to [-] per
      cent. ([-])% and [-] per cent. ([-])% respectively and [-] will cease to
      be a Guarantor. In consequence of the execution of this Accession Notice
      the Guarantee Percentage of [-] and [-] will not be amended and will
      continue to be [-] per cent.([-])% and [-] per cent.([-])%
      respectively.](1)

5.    The Prospective Guarantor's administrative details are as follows:

      Address:    [-]

      Telefax No: [-]

      Attention:  [-]

6.    This Guarantor Accession Certificate may be executed in any number of
      counterparts each of which when executed and delivered is an original, but
      all the counterparts together constitute the same document.

7.    By its execution and delivery of this Guarantor Accession Certificate the
      Prospective Guarantor is deemed on the date of this Guarantor Accession
      Certificate to make in respect of itself each of the representations and
      warranties set forth in Clause 5.1 of the

-------------

(1)   amend as appropriate

                                     - 15 -
<PAGE>

      Guarantee with reference to the facts and other circumstances subsisting
      on the date of this Guarantor Accession Certificate.

8.    This Guarantor Accession Certificate shall be governed by and construed in
      accordance with English law.

IN WITNESS WHEREOF this certificate has been executed as a deed the day and year
first before written.

[ ],(2)

acting by:

in the presence of:

Signature:

Name:

Title:

Agreed and accepted this [ ] day of [ ] by:

[-]

acting by:

Agreed and accepted this [ ] day of [ ] by:

[-]

acting by:

-------------

(2)   include a signature block for the Prospective Guarantor, each Retiring
      Guarantor and each Affected Guarantor.

                                     - 16 -
<PAGE>

                                   SCHEDULE 2
             DOCUMENTS TO ACCOMPANY GUARANTOR ACCESSION CERTIFICATE

1.    A copy, certified a true copy by a duly authorised officer of the Proposed
      Guarantor, of the constitutional documents of the Proposed Guarantor.

2.    Evidence that the Proposed Guarantor has approved the execution and
      delivery of the Guarantor Accession Certificate, the accession of the
      Proposed Guarantor to this Guarantee and the performance of its
      obligations under this Guarantee.

3.    A certificate of a duly authorised officer of the Proposed Guarantor
      setting out the names and signatures of the person or persons who will
      execute the Guarantor Accession Certificate on behalf of the Proposed
      Guarantor.

4.    A legal opinion of counsel in the jurisdiction of incorporation of the
      Proposed Guarantor acceptable to the Security Trustee.

5.    A copy, certified a true copy by a duly authorised officer of the Proposed
      Guarantor, of any decree, consent, licence, approval, registration or
      declaration of, with or by any governmental or other authority in or of
      such jurisdiction which is necessary to render any document to be
      delivered by the Proposed Guarantor pursuant hereto legal, valid and
      binding.

6.    Evidence that each Affected Guarantor has approved the execution and
      delivery of the Guarantor Accession Certificate, the variation of its
      Guarantee Percentage and the performance of its obligations under this
      Guarantee with an amended Guarantee Percentage.

7.    A certificate of a duly authorised officer of each Affected Guarantor
      setting out the names and signatures of the person or persons who will
      execute the Guarantor Accession Certificate on behalf of such Affected
      Guarantor.

8.    A legal opinion of counsel in the jurisdiction of incorporation of each
      Affected Guarantor reasonably acceptable to the Security Trustee.

9.    A copy, certified a true copy by a duly authorised officer of each
      Affected Guarantor, of any decree, consent, licence, approval,
      registration or declaration of, with or by any governmental or other
      authority in or of such jurisdiction which is necessary to render any
      document to be delivered by such Affected Guarantor pursuant hereto legal,
      valid and binding.

                                     - 17 -
<PAGE>

                                   SCHEDULE 3

                    FORM OF BENEFICIARY ACCESSION CERTIFICATE

To: [Names of Guarantors]

From: [-]

                                                                      Dated: [-]

Dear Sirs

1.    We refer to a guarantee dated [-] December 2001 and made between GATX
      Financial Corporation, as Initial Guarantor, and Credit Lyonnais, EFG
      Aircraft Limited and EFG Aircraft (Ireland) Limited, as Initial
      Beneficiaries, (as amended, modified and restated prior to the date
      hereof, the "GUARANTEE").

2.    Terms defined in the Guarantee shall bear the same meaning herein.

3.    [-] hereby confirms that it is, or is proposed to be, an Alternative
      Borrower under the Facility Agreement and is, or is proposed to be, a
      party, as lessor, to one or more Facility Leases with one or more of the
      Export Lessees and in such connection desires to become a Beneficiary of
      the Guarantee.

4.    This Beneficiary Accession Certificate may be executed in any number of
      counterparts each of which when executed and delivered is an original, but
      all the counterparts together constitute the same document.

5.    This Beneficiary Accession Certificate shall be governed by and construed
      in accordance with English law.

IN WITNESS WHEREOF this certificate has been executed as a deed the day and year
first before written.

[-],
acting by:
in the presence of:

Signature:

Name:

Title:

Agreed and accepted this [-] day of [-](3)

-------------

(3)   include a signature block for each Guarantor

                                     - 18 -
<PAGE>

                                   SCHEDULE 4

                            FORM OF NOTICE OF DEMAND

                        [LETTERHEAD OF SECURITY TRUSTEE]

To:   GATX Financial Corporation

      [other Guarantors]
                                                                          [Date]

RE: GUARANTEE DATED [ ] DECEMBER 2001 BETWEEN, INTER ALIOS, GATX FINANCIAL
CORPORATION AND CREDIT LYONNAIS (THE GUARANTEE")

Capitalised terms used in this Notice of Demand shall have the meanings
specified in the Guarantee.

The following Guaranteed Obligation has not been performed by [name of Export
Lessee]

(a)   Obligation to be performed [ ]

(b)   Amount to be paid [ ]

(c)   Account to which monies should be paid [ ]

Pursuant to the Guarantee, we request [action to be taken/amount to be paid]
within 3 Business Days from receipt of this Notice of Demand.

Signed by

For and on behalf of
[Security Trustee]

                                     - 19 -
<PAGE>

Executed as a Deed by                      )
                                           )
                                           )       [ILLEGIBLE]
the duly appointed representative          )
of GATX FINANCIAL CORPORATION              )
in the Presence of:                        )

/s/ Catherine Harrison
----------------------------

Executed as a Deed by                      )
                                           )
the duly appointed attorney-in-fact        )       [ILLEGIBLE]
of CREDIT LYONNAIS                         )
in the presence of:                        )

Executed as a Deed by                      )
                                           )
the duly appointed attorney-in-fact        )       [ILLEGIBLE]
of EFG AIRCRAFT LIMITED                    )
in the presence of:                        )

[ILLEGIBLE]

Executed as a Deed by                      )

the duly appointed attorney-in-fact        )
of EFG AIRCRAFT (IRELAND) LIMITED          )       [ILLIGIBLE]
in the presence of:                        )

[ILLEGIBLE]