<PAGE>

                                                                    EXHIBIT 10.5

AIRCRAFT FACILITY AGREEMENT

In respect of a term facility in the maximum principal amount
US$719,000,000 for the financing of nineteen (19) Airbus Aircraft

Dated 20 December 2001

THE BANKS AND FINANCIAL INSTITUTIONS NAMED HEREIN
(as Lenders)
HALIFAX PLC
CREDIT LYONNAIS
BAYERISCHE LANDESBANK GIROZENTRALE
(as National Agents)
KREDITANSTALT FIIR WIEDERAUFBAU
(as German Parallel Lender)
CREDIT LYONNAIS
(as Agent)
CREDIT LYONNAIS
(as Security Trustee)
EFG AIRCRAFT LIMITED
(as Cayman Borrower)
EFG AIRCRAFT (IRELAND) LIMITED
(as Irish Borrower)
O'FARRELL LEASING LIMITED
(as Cayman Export Lessee)
O'FARRELL LEASING (IRELAND) LIMITED
(as Irish Export Lessee)
GATX FINANCIAL CORPORATION
(GFC)
HALIFAX PLC
CREDIT LYONNAIS
(as Joint Arrangers)

[DENTON WILDE SAPTE LOGO]

LONDON

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CONTENTS

<TABLE>
<S>                                                                                              <C>
 1    DEFINITIONS                                                                                 2

 2    AVAILABILITY                                                                                2

 3    UTILISATION OF THE FACILITY                                                                 4

 4    INTEREST, REPAYMENT AND PREPAYMENT                                                         14

 5    APPOINTMENT OF AGENT, SECURITY TRUSTEE AND NATIONAL AGENTS                                 24

 6    REPRESENTATIONS AND WARRANTIES                                                             25

 7    UNDERTAKINGS AND COVENANTS                                                                 29

 8    SUBORDINATION                                                                              41

 9    TRIGGER EVENT                                                                              42

10    DEFAULT                                                                                    43

11    PROCEEDS ACCOUNT                                                                           46

12    APPLICATION OF SUMS RECEIVED                                                               47

13    INDEMNITIES                                                                                52

14    CHANGE IN CIRCUMSTANCES                                                                    56

15    MITIGATION                                                                                 58

16    FEES AND EXPENSES                                                                          59

17    INTENTIONALLY LEFT BLANK                                                                   60

18    ASSIGNMENTS AND TRANSFERS                                                                  61

19    SET-OFF AND PRO RATA PAYMENTS                                                              63

20    RIGHTS CUMULATIVE, WAIVERS, SEVERABILITY                                                   64

21    FURTHER ASSURANCE                                                                          65

22    NOTICES                                                                                    65

23    GOVERNING LAW AND JURISDICTION                                                             67

24    MISCELLANEOUS                                                                              68
</TABLE>

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                                                                    Contents (i)

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<TABLE>
<S>                                                                                              <C>
25    CONFIDENTIALITY                                                                            68

26    COUNTERPARTS                                                                               69

27    CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999                                               70

SCHEDULE 1 - PART I: THE BRITISH LENDERS                                                         71

SCHEDULE 1 - PART II : THE FRENCH LENDERS                                                        72

SCHEDULE 1 - PART III: THE GERMAN LENDERS                                                        73

SCHEDULE 2 - FORM OF TRANSFER CERTIFICATE                                                        74

SCHEDULE 3 - UTILISATION NOTICE                                                                  80

SCHEDULE 4 PART I - DETAILS OF PROPOSED AIRCRAFT AND PROPOSED AIRCRAFT DELIVERY SCHEDULE         82

SCHEDULE 5 - LEASE PROVISIONS AND UNDERTAKINGS                                                   84

SCHEDULE 6 - PART I: CONDITIONS PRECEDENT TO THE FACILITY                                        99

SCHEDULE 6 - PART II: CONDITIONS PRECEDENT TO A UTILISATION                                     101

SCHEDULE 6 - PART III: CONDITIONS PRECEDENT TO A UTILISATION FOR A REFINANCED AIRCRAFT          104

SCHEDULE 6 - PART IV : CONDITIONS PRECEDENT TO LEASES OR RE-LEASING OF AN AIRCRAFT              105

SCHEDULE 7 - ENGLISH PROCESS AGENTS                                                             106

SCHEDULE 8 - FORM OF LOAN SUPPLEMENT                                                            107

SCHEDULE 9 - FORM OF ACCESSION DEED                                                             121

SCHEDULE 10 - FORM OF QUIET ENJOYMENT UNDERTAKING                                               125

SCHEDULE 11 - APPOINTMENT OF SECURITY TRUSTEE, AGENT AND NATIONAL AGENTS AND TRUST

PROVISIONS                                                                                      126

APPENDIX X - DEFINITIONS                                                                        136
</TABLE>

                                                                   Contents (ii)
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AIRCRAFT FACILITY AGREEMENT

DATED 20 December 2001

BETWEEN

(1)   THE BANKS AND FINANCIAL INSTITUTIONS listed in Part I of Schedule 1
      (together with their successors, permitted assigns and permitted
      transferees) (the BRITISH LENDERS);

(2)   THE BANKS AND FINANCIAL INSTITUTIONS listed in Part II of Schedule 1
      (together with their successors, permitted assigns and permitted
      transferees) (the FRENCH LENDERS);

(3)   THE BANKS AND FINANCIAL INSTITUTIONS listed in Part III of Schedule 1
      (together with their successors, permitted assigns and permitted
      transferees) (GERMAN LENDERS);

      (the British Lenders, the French Lenders and the German Lenders being
      herein together called the LENDERS and severally a LENDER).

(4)   HALIFAX PLC a banking institution registered in England with company
      registration number 2367076 whose registered office is at Trinity Road,
      Halifax, West Yorkshire, HX1 2RG, England, in its capacity as national
      agent of the British Lenders ("BRITISH NATIONAL AGENT"), CREDIT LYONNAIS a
      banking institution established under the laws of France acting through
      its main office at 1-3 rue des Italiens, 75009 Paris, France, in its
      capacity as national agent of the French Lenders ("FRENCH NATIONAL
      AGENT"), BAYERISCHE LANDESBANK GIROZENTRALE a banking institution
      established under the laws of Germany and whose principal place of
      business is at Brienner Strasse 18, D-80333, Munich, Germany, in its
      capacity as national agent of the German Lenders ("GERMAN NATIONAL Agent")
      (together the NATIONAL AGENTS and each a NATIONAL AGENT);

(5)   KREDITANSTALT FIIR WIEDERAUFBAU a public corporation established under the
      laws of Germany and having its principal place of business at
      Palmengartenstrasse 5-9, 60325 Frankfurt am Main (herein called the GERMAN
      PARALLEL LENDER);

(6)   CREDIT LYONNAIS a banking institution established under the laws of France
      acting through its main office at 1-3 rue des Italiens, 75009 Paris,
      France (the AGENT); and

(7)   CREDIT LYONNAIS a banking institution established under the laws of France
      acting through its main office at 1-3 rue des Italiens, 75009 Paris,
      France (the SECURITY TRUSTEE);

(8)   EFG AIRCRAFT LIMITED, a company incorporated under the laws of the Cayman
      Islands and having its registered office at Walkers SPV Limited, Walker
      House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman
      Islands (the CAYMAN BORROWER);

(9)   EFG AIRCRAFT (IRELAND) LIMITED a company incorporated under the laws of
      Ireland and having its registered office at West Block Building,
      International Financial Services Centre, Dublin 1, Ireland (the IRISH
      BORROWER);

(10)  O'FARRELL LEASING LIMITED, a company incorporated under the laws of the
      Cayman Islands and having its registered office at Walkers SPV Limited,
      Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman, Cayman
      Islands (the CAYMAN EXPORT Lessee);

(11)  O'FARRELL LEASING (IRELAND) LIMITED, a company incorporated under the laws
      of Ireland and having its registered office at 30 Herbert Street, Dublin
      2, Ireland, (the IRISH EXPORT Lessee);

                                     Page 1

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(12)  GATX FINANCIAL CORPORATION, a corporation incorporated under the laws of
      the State of Delaware, United States of America and having an office at
      Four Embarcadero Center, Suite 2200, San Francisco, California 94111,
      United States of America (GFC); and

(13)  CREDIT LYONNAIS a banking institution established under the laws of France
      acting through its main office at 1-3 rue des Italiens, 75009 Paris,
      France and HALIFAX PLC a banking institution registered in England with
      company registration number 2367076 whose registered office is at Trinity
      Road, Halifax, West Yorkshire, HX1 2RG, England (together the JOINT
      ARRANGERS and each a JOINT ARRANGER).

RECITALS

This Agreement (executed in London, England) sets out the terms upon which the
Lenders will make available to the Borrowers the Facility described herein to
enable the Borrowers to purchase each of the Aircraft.

IT IS AGREED:

1     DEFINITIONS

      In this Agreement (including the Recitals, the Schedules and the Appendix
      hereto), except where the context otherwise requires or there is express
      provision to the contrary, words and expressions set out in Appendix X
      shall have the meanings ascribed thereto. Rules of interpretation as
      applicable to this Agreement are also set out in Appendix X.

2     AVAILABILITY

2.1   FACILITY

      Subject to the terms and conditions of this Agreement and in reliance on
      the representations and warranties of the Obligors set out in Clause 6
      (REPRESENTATIONS AND WARRANTIES), the Lenders hereby grant and undertake
      to make available to the Borrowers, a loan facility in the maximum
      principal amount equal to the lesser of (i) the aggregate of eighty-five
      per cent. (85%) of the Aircraft Purchase Price for each of the Eligible
      Aircraft and (ii) US$719,000,000 (seven hundred and nineteen million
      dollars) (the FACILITY AMOUNT).

2.2   AVAILABILITY PERIOD

2.2.1 The Facility shall be available for drawdown at any time during the
      Availability Period on the terms and subject to the conditions of this
      Agreement.

2.2.2 The availability of Utilisations has been predicated on the basis that
      each of the Eligible Aircraft will be delivered during the Scheduled
      Delivery Month for such Eligible Aircraft specified (if so specified) in
      Part I of Schedule 4 and accordingly the relevant Export Lessee (as the
      case may be) shall promptly, following receipt of notice from or agreement
      with the Seller, notify the Agent of any change in the Scheduled Delivery
      Month for an Eligible Aircraft. Upon receipt by the Agent of such notice
      and provided that the new Scheduled Delivery Month falls within the
      Availability Period, the Scheduled Delivery Month for the relevant
      Eligible Aircraft shall be amended accordingly and thereafter Part I of
      Schedule 4 shall be read and construed as so amended.

                                     Page 2

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2.3   NUMBER AND COMPOSITIONS OF ADVANCES

2.3.1 The Facility shall be available in multiple Advances, each in respect of
      one Eligible Aircraft,

2.3.2 The maximum amount of an Advance in respect of an Aircraft shall be the
      lesser of:

      (a)   the Unutilised Facility at the time when the Advance is made; and

      (b)   eighty-five per cent. (85%) of the Aircraft Purchase Price relating
            to that Aircraft.

      (c)   Subject to the terms and conditions of this Agreement and the
            relevant Loan Supplement, the British Lenders, the French Lenders
            and the German Lenders shall participate in each Advance through
            their respective Lending Offices in certain proportions, to be
            determined as set out in Part II of Schedule 4.

      GFC agrees to notify the Agent in writing which Engine Manufacturer will
      supply the Engines to be fitted to each Eligible Aircraft as soon as the
      same has been decided.

2.4   PURPOSE

      Each Advance shall be used by the relevant Borrower solely for the purpose
      of financing or refinancing the acquisition and contributing towards the
      Aircraft Purchase Price of an Eligible Aircraft. None of the National
      Agents, the Joint Arrangers, the Agent, the Security Trustee or the
      Lenders is bound to monitor or verify the application of any amount
      borrowed pursuant to this Agreement and the relevant Loan Supplements.

2.5   CANCELLATION OF THE FACILITY

      Upon the expiry of the Availability Period, the Unutilised Facility (if
      any) then remaining shall be cancelled.

2.6   CURRENCY

2.6.1 The Advances shall be made available wholly in Dollars or Euros as elected
      by the relevant Export Lessee in the Utilisation Notice.

2.6.2 Once an Advance has been made in a particular currency, all repayments of
      principal and interest in respect thereof shall be made in that same
      currency and the relevant Borrower shall not have the right to change
      currencies during the life of a Loan.

2.7   AMOUNT

2.7.1 The British Lenders severally agree to advance the British Credits to the
      Borrowers in an aggregate amount in Dollars not exceeding 33% of the
      Facility Amount or the equivalent amount thereof in Euros determined from
      time to time in accordance with the provisions of this Agreement.

2.7.2 The French Lenders severally agree to advance the French Credits to the
      Borrowers in an aggregate amount in Dollars not exceeding 52% of the
      Facility Amount or the equivalent amount thereof in Euros determined from
      time to time in accordance with the provisions of this Agreement.

2.7.3 The German Lenders severally agree to advance the German Credits to the
      Borrowers in an aggregate amount in Dollars not exceeding 36% of the
      Facility Amount or the equivalent amount thereof in Euros determined from
      time to time in accordance with the provisions of this Agreement.

                                     Page 3

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2.8   SEVERAL OBLIGATIONS

2.8.1 The obligation of each Lender to make its Commitment or any part thereof
      available and to perform its obligations in respect of any Utilisation are
      several and not joint. The failure of any Lender to perform its
      obligations under this Agreement or any Loan Supplement shall not result
      in any of the Agent, the Security Trustee or any other Lender assuming any
      additional obligation or liability whatsoever.

2.8.2 Nothing contained in any Transaction Document shall constitute a
      partnership, association, joint venture or other entity between any two or
      more of the Lenders or Representatives or Joint Arrangers.

3     UTILISATION OF THE FACILITY

3.1   UTILISATION NOTICES

3.1.1 In order to effect a Utilisation under this Agreement, the relevant Export
      Lessee must submit a notice to the Agent substantially in the form set out
      in Schedule 3 identifying:

      (a)   the proposed Utilisation Date, which shall be a Banking Day within
            the Availability Period (i) in the case of the first and second
            Utilisations under the Facility, as GFC and the Agent may agree and
            (ii) in the case of all other Utilisations (other than an
            Alternative Utilisation) under the Facility not less than ten (10)
            Business Days (or such shorter period as the Agent acting on the
            instructions of the National Agents, in any particular case, may
            agree) after the date of service of such notice;

      (b)   the amount and currency of the proposed Advance;

      (c)   the relevant Eligible Aircraft (including its manufacturer's serial
            number, the proposed registration mark (if then known) and the type
            and serial numbers (if then known) of the Engines to be installed);

      (d)   if known, the identity of the proposed Lessee of the Aircraft and
            the jurisdiction in which the Aircraft shall be registered and the
            principal place of business of the Lessee;

      (e)   the Aircraft Purchase Price;

      (f)   the structure of the proposed Utilisation and the identity of each
            Obligor to be involved in such Utilisation; and

      (g)   in the case of a Refinanced Aircraft, the Delivery Date,

      and having attached thereto a Certified Copy of the latest draft (if any)
      or, if the same is then available, a Certified Copy of the executed
      version of the proposed Lease. Once served, subject to Clause 3.1.6, a
      Utilisation Notice is irrevocable.

3.1.2 The Agent shall only be obliged to accept a Utilisation Notice and the
      Lenders shall only be obliged to make the Advance the subject of a
      Utilisation Notice:

      (a)   if no Relevant Event, Termination Event or Utilisation Block Event
            has occurred which is continuing and no such event would result from
            the drawdown of the relevant Advance;

      (b)   if the proposed date for the making of such Advance is a Banking Day
            which is within the Availability Period;

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      (c)   if the Advance requested therein is equal to or less than eighty
            five per cent. (85%) of the Aircraft Purchase Price of the relevant
            Eligible Aircraft;

      (d)   if the proposed aggregate amount of such Advance is less than or
            equal to the aggregate of the Total Commitments at the time;

      (e)   if any requisite approvals of the competent authorities of the
            French Republic, the Federal Republic of Germany and the United
            Kingdom shall have been obtained in respect of this Aircraft which
            is the subject of such Utilisation Notice and that COFACE, HERMES
            and ECGD shall have indicated that they are willing to give
            guarantees, insurances or other applicable support (subject to
            satisfaction of the relevant conditions precedent) in terms
            satisfactory to the British National Agent, the French National
            Agent and the German National Agent respectively on the relevant
            Utilisation Date.

      (f)   in respect of any Eligible Aircraft, if the delivery of such
            Eligible Aircraft to the intended Lessee or Sub-Lessee would not
            cause the relevant Export Lessee to breach Clause 7.2 (LEASING AND
            INSURANCE COVENANTS OF EXPORT LESSEES); and

      (g)   if the Eligible Aircraft which the relevant Export Lessee proposes
            to be the subject of the relevant Utilisation will not be registered
            in a Prohibited Country, or the jurisdiction of the principal place
            of business of the intended Lessee will not be a Prohibited Country,
            or the jurisdiction of the principal place of business of the
            intended Lessee will not be the United States of America.

3.1.3 An Export Lessee may issue a Utilisation Notice even if the relevant
      Eligible Aircraft will not be the subject of a Lease on the Utilisation
      Date, provided that the provisions of Clause 7.2.6 shall apply.

3.1.4 The Agent shall:

      (a)   send to each National Agent a copy of each Utilisation Notice
            received from an Export Lessee which complies with Clauses 3.1.1 and
            3.1.2 and shall notify GFC of such compliance; and

      (b)   procure the preparation and circulation to the National Agents and
            the relevant Borrower and GFC of the relevant Utilisation
            Documentation at least five (5) Business Days prior to the proposed
            Utilisation Date except in respect of the first and second
            Utilisations when they may be circulated within such shorter period
            as the Finance Parties may agree.

3.1.5 The relevant Export Lessee shall provide the Agent with written
      confirmation of the Aircraft Purchase Price in each case, as soon as the
      same becomes available from the Seller and in any event not less than five
      (5) Business Days prior to the proposed Utilisation Date.

3.1.6 GFC shall be entitled by notice in writing to the Agent, no later than
      three (3) Business Days prior to the proposed Utilisation Date specified
      in any Utilisation Notice, (a) to postpone such Utilisation Date to
      another date which satisfies the requirements for Utilisation Dates set
      forth in this Agreement or (b) to cancel the Utilisation requested
      pursuant to such Utilisation Notice.

3.2   LOAN SUPPLEMENTS

3.2.1 The Agent shall procure the preparation of the Loan Supplement for each
      Utilisation by adding the following information to the form set out in
      Schedule 8:

      (a)   in Clause 1.2, the type and serial number of the relevant Aircraft;

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      (b)   in Clause 2.1 (a), the amount and currency of the Advance;

      (c)   in Clause 2.1(b), the amount of the British Credits based on the
            relevant finance portion set forth in Schedule 4 Part II;

      (d)   in Clause 2.1(c), the amount of the French Credits based on the
            relevant finance portion set forth in Schedule 4 Part II;

      (e)   in Clause 2.1(d), the amount of the German Credits based on the
            relevant finance portion set forth in Schedule 4 Part II;

      (f)   in Clause 4, the Applicable Rate for the relevant Loan for the first
            Interest Period;

      (g)   in Clause 5, the proposed Utilisation Date; and

      (h)   in Parts A, B and C of schedule 2, part I of the Loan Supplement,
            the repayments of principal for the British Lenders, the French
            Lenders and the German Lenders (respectively) and in schedule 2,
            part II of the Loan Supplement a summary of the aggregate amount of
            principal payable by the Borrower on each Repayment Date.

3.2.2 The Agent shall procure that an execution version of the Loan Supplement
      is circulated to the relevant Borrower and GFC at least one (1) Business
      Day prior to the Utilisation Date.

3.2.3 The Agent, the relevant Borrower and the relevant Export Lessee shall, on
      or prior to the proposed Utilisation Date, execute a Loan Supplement and
      other Utilisation Documentation in respect of that Utilisation and the
      Security Trustee and each Lender hereby authorises and instructs the Agent
      to execute each Loan Supplement on its behalf.

3.2.4 Each Loan Supplement shall be supplemental to, and form part of, this
      Agreement and each Advance referred to therein shall be made in accordance
      with and shall be regulated by the terms and conditions of this Agreement,
      the other Transaction Documents and the relevant Transaction Documents.

3.3   ALTERNATIVE OBLIGORS

3.3.1 (a)   Subject to Clause 3.3.1(b), GFC shall be entitled to request that an
            Alternative Borrower and/or an Alternative Export Lessee be
            incorporated into the structure for a Utilisation. No Export Lessee
            shall be entitled to serve a Utilisation Notice in which it is
            proposed that an Alternative Borrower or Alternative Export Lessee
            be incorporated into the structure for a particular Utilisation (in
            whatever capacity) until such Alternative Borrower or Alternative
            Export Lessee has acceded to this Agreement and (save where the last
            sentence of this Clause 3.3.1 applies) has received the consent
            required pursuant to this Clause 3.3.1.

            Any such request shall be made by GFC by written notice to the Agent
            (an ALTERNATIVE OBLIGOR REQUEST). The Alternative Obligor Request
            shall identify the following:

            (i)   whether an Alternative Borrower and/or Alternative Export
                  Lessee is to accede to this Agreement;

            (ii)  the jurisdiction of incorporation of the Alternative Borrower
                  and/or Alternative Export Lessee;

                                     Page 6

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            (iii) in the case of an Alternative Borrower, the identity of the
                  Alternative Borrower Manager, the Alternative Borrower
                  Trustee and the Alternative Borrower Manager Parent (if any);
                  and

            (iv)  in the case of an Alternative Export Lessee, the role which
                  such party is intended to take in the proposed Utilisation.

            The Agent (acting on the instructions of the Majority Lenders) shall
            consider such request in good faith taking into account the
            proposed jurisdiction of incorporation of the proposed Alternative
            Borrower and/or Alternative Export Lessee. Subject to the Agent
            receiving instructions from each of the National Agents, the Agent
            shall inform GFC within 15 Business Days of receipt of an
            Alternative Obligor Request in respect of an Alternative Export
            Lessee and within 30 Business Days in respect of an Alternative
            Borrower as to whether its Alternative Obligor Request has been
            approved by the Majority Lenders any such approval not to be
            unreasonably withheld or delayed.

      (b)   If the proposed Alternative Borrower or Alternative Export Lessee
            has already acceded to this Agreement prior to the date of the
            relevant Alternative Obligor Request for the purposes of a previous
            Utilisation, the approval of the Agent to the incorporation of such
            Alternative Obligor in the structure for the relevant Utilisation
            shall not be required.

3.3.2 Each such Alternative Borrower or Alternative Export Lessee shall be a
      company incorporated in a jurisdiction approved by the Agent (acting on
      the instructions of the Majority Lenders acting reasonably) and shall be
      capable of providing representations and warranties and covenants having
      substantially the same effect as those given by the relevant Obligors in
      Clauses 6 (REPRESENTATIONS AND WARRANTIES) and Clause 7 (UNDERTAKINGS AND
      COVENANTS). The Agent and the Lenders shall not unreasonably withhold
      their consent to any such jurisdiction suggested by GFC. Each Alternative
      Export Lessee shall be an affiliate of GFC.

3.3.3 Each Alternative Borrower shall be a company whose shares are held by a
      trustee on trust for charitable purposes or such other person (including,
      without limitation, GFC or any Subsidiary of GFC) as may be approved by
      the National Agents and the German Parallel Lender and shall be
      incorporated in a jurisdiction approved by the Agent (acting on the
      instructions of the National Agents and the German Parallel Lender acting
      reasonably) and shall be capable of providing representations and
      warranties and covenants having substantially the same effect as those
      given by the Cayman Borrower and the Irish Borrower in Clause 6.2
      (REPRESENTATIONS AND WARRANTIES BY EACH BORROWER AND EACH EXPORT LESSEE)
      and Clause 7.3 (BORROWER COVENANT). If an Alternative Borrower is directly
      or indirectly owned by a person other than a Guarantor, such Alternative
      Borrower shall be managed by an established and recognised management
      company on terms substantially similar to the Administration Agreements.

3.3.4 If an Alternative Export Lessee or Alternative Borrower has not already
      acceded to this Agreement for the purposes of a previous Utilisation and
      is to be incorporated into the structure and the consent required pursuant
      to Clause 3.3.1 is given, then as a condition precedent to a Utilisation
      Notice being served in which it is proposed to use such Alternative Export
      Lessee or Alternative Borrower:

      (a)   each such Alternative Export Lessee or Alternative Borrower shall
            accede to this Agreement by executing an Accession Deed and such
            other Transaction Documents as the Agent (acting on the
            instructions of the National Agents and the German Parallel Lender
            acting reasonably) in its reasonable opinion considers appropriate
            so that any such Alternative Export Lessee or Alternative Borrower
            shall become a party to this Agreement and such of the other
            Transaction Documents as may be appropriate as if

                                     Page 7

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            named therein as a party and shall have the same rights, benefits,
            obligations and liabilities thereunder; and

      (b)   each of the parties to this Agreement and any such Alternative
            Borrower and/or Alternative Export Lessee shall enter into such
            other documents and provide such security as the Agent may (acting
            on the instructions of the National Agents and the German Parallel
            Lender acting reasonably) reasonably require in order to ensure that
            the Agent, the Security Trustee and each of the Lenders are in
            substantially the same position (including, without limitation, as
            to their security position) with respect to such:

            (i)   Alternative Borrower, as they are with respect to the Cayman
                  Borrower and the Irish Borrower; and

            (ii)  Alternative Export Lessee, as they are with respect to the
                  Cayman Export Lessee and the Irish Export Lessee.

      Upon receipt by the Agent of the Accession Deed signed on behalf of each
      Obligor and by the proposed Alternative Borrower or Alternative Export
      Lessee, as the case may be, the Agent shall sign the same for itself and
      on behalf of the other Finance Parties and shall as promptly as
      practicable give notice of such execution to all of the parties to the
      Accession Deed. Upon execution of any such Accession Deed, it shall take
      effect in accordance with, but subject to, the terms hereof and thereof.

3.3.5 Each GATX Obligor and each Alternative Borrower hereby irrevocably
      authorises GFC to execute any duly completed Accession Deed on its behalf
      provided that such authorisation does not extend to the execution of an
      Accession Deed on behalf of the Acceding Party (as defined in the
      Accession Deed) named therein. Each of the Finance Parties hereby
      irrevocably authorises the Agent to execute any duly completed Accession
      Deed on its behalf.

3.3.6 If it is proposed that an Alternative Borrower or an Alternative Export
      Lessee accede to this Agreement that is not currently a Borrower or Export
      Lessee (as the case may be) for the purposes of this Agreement, GFC shall
      procure that the Agent (acting on the instructions of the National Agents
      acting reasonably) is provided with the following items, in form and
      substance reasonably satisfactory to the Agent no later than fifteen 15
      Business Days prior to the Utilisation in which it is proposed to use such
      acceding Alternative Borrower or Alternative Export Lessee:

      (a)   an Accession Deed duly executed by the parties thereto;

      (b)   in the case of an Alternative Borrower only, a Share Charge duly
            executed by the relevant Alternative Borrower Trustee over the
            entire issued share capital of such acceding Alternative Borrower
            together with certified copies of the minute books and the share
            register (if any) of such acceding Alternative Borrower and the
            originals of the share certificates of such acceding Alternative
            Borrower as referred to therein and duly executed originals of the
            letters of resignation, irrevocable proxy and undated share transfer
            forms referred to therein;

      (c)   in the case of an Alternative Export Lessee only, an Alternative
            Export Lessee Share Charge duly executed by the owner of the entire
            issued share capital of such Alternative Export Lessee over the
            entire issued share capital of such Alternative Export Lessee
            together with certified copies of the minute books and the share
            register (if any) of such Alternative Export Lessee and the
            originals of the share certificates of such Alternative Export
            Lessee as referred to therein and duly executed originals of

                                     Page 8

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            the letters of resignation, irrevocable proxy and undated share
            transfer forms referred to therein;

      (d)   in the case of an Alternative Borrower, an Alternative Borrower
            Floating Charge together with any documents deliverable therewith;

      (e)   in the case of an Alternative Borrower, a Beneficiary Accession
            Certificate (as such term is defined in the Guarantee);

      (f)   in the case of an Alternative Borrower, a notice and acknowledgement
            duly executed by the relevant parties in respect of an assignment of
            the benefit of the Guarantee to the Security Trustee.

      (g)   a certificate signed by a director of the relevant Alternative
            Export Lessee and/or Alternative Borrower and the relevant
            Alternative Borrower Trustee, in the case of an acceding Alternative
            Borrower, setting out, in each case, the specimen signature of those
            persons authorised to sign the Transaction Documents to which such
            Alternative Obligor is or is to be a party and attaching in each
            case Certified Copies of the following:

            (i)   the certificate of incorporation of the acceding Alternative
                  Obligor together with its memorandum and articles of
                  association or other constitutional documents;

            (ii)  the resolutions of the board of directors and shareholders of
                  such acceding Alternative Obligor approving the execution and
                  performance by it of each Transaction Document to which it is
                  or is to be a party;

            (iii) the resolutions of the owner of the entire issued share
                  capital of the Alternative Borrower approving the execution
                  and performance by such person of each Transaction Document to
                  which it is or is to be a party; and

            (iv)  a power of attorney appointing those persons authorised to
                  sign on behalf of such Alternative Obligor each Transaction
                  Document to which it is, or is to be, a party;

      (h)   in the case of an Alternative Borrower, if applicable, an
            Administration Agreement duly executed by the Alternative Borrower
            Manager and the other parties thereto, substantially in the form of
            the Administration Agreements, together, if applicable, with an
            Alternative Declaration of Trust duly executed by the Alternative
            Borrower Trustee;

      (i)   in the case of an Alternative Borrower, if applicable and if the
            Agent so requests and, at the time, it is the practice of that
            Alternative Borrower Manager Parent to issue Alternative Borrower
            Comfort Letters, an Alternative Borrower Comfort Letter duly
            executed by the Alternative Borrower Manager Parent in relation to
            the Alternative Borrower Manager;

      (j)   if the acceding Alternative Obligor is to be incorporated in the
            Cayman Islands, a certificate of exemption in respect of such
            acceding Alternative Obligor from the appropriate Cayman Islands
            authorities;

      (k)   a legal opinion from in-house counsel to GFC on the due execution by
            GFC of the Accession Deed in form and substance reasonably
            acceptable to the Agent;

                                     Page 9
<PAGE>

      (l)   a legal opinion from counsel to the Lenders in the jurisdiction of
            incorporation of the relevant Alternative Export Lessee and/or
            Alternative Borrower in form and substance reasonably acceptable to
            the Agent;

      (m)   a legal opinion from Denton Wilde Sapte, counsel to the Lenders in
            form and substance reasonably acceptable to the Agent;

      (n)   such other documents and legal opinions as the Agent (acting on the
            instructions of the Majority Lenders) may reasonably require; and

      (o)   if applicable, a form W-8BEN (or such other form as may be
            prescribed by the United States Internal Revenue Service) duly
            executed by the relevant Alternative Borrower.

3.4   ALTERNATIVE UTILISATIONS AND ALTERNATIVE STRUCTURES

3.4.1 GFC may, from time to time and by written notice to the Agent at least
      sixty (60) Business Days or such shorter period as may be agreed by GFC
      and the National Agents and the German Parallel Lender request that an
      Advance in respect of an Eligible Aircraft be an Alternative Utilisation,
      in which case GFC shall provide to the Agent such information as the Agent
      may request concerning:

      (a) the financial structure of the proposed
          Alternative Utilisation including the tenor, the proposed amortisation
          schedule and details of the proposed owner of the relevant Aircraft;

      (b) the proposed security structure, including details of all Liens to be
          created in respect of the Aircraft or any other property in favour of
          any relevant party;

      (c) the list of documents proposed to be entered into in relation to such
          Alternative Utilisation;

      (d) whether such transaction will involve a tax lease in relation to the
          relevant Aircraft; and

      (e) the jurisdiction of incorporation of the proposed Borrower and, if
          different, the proposed owner of the relevant Aircraft and of the
          other Obligors which may be used in the Alternative Utilisation.

3.4.2 The Agent, the Lenders and the Export Credit Agencies shall consider in
      good faith but without obligation any request for an Alternative
      Utilisation. If the Lenders and the Agent consent to an Alternative
      Utilisation, GFC shall serve a UTILISATION NOTICE on the Agent specifying
      the information set out in Clause 3.1.1 (UTILISATION NOTICES) not less
      than thirty 30 Business Days or such shorter period as may be agreed by
      GFC and the National Agents and the German Parallel Lender prior to the
      proposed Utilisation Date. GFC shall pay to the Agent for the account of
      the Agent, the Lenders and the Export Credit Agencies any fees agreed with
      such parties for their agreement to enter into any such Alternative
      Utilisation and any Expenses such parties incur in relation thereto.

3.5   CONDITIONS PRECEDENT

3.5.1 The obligations of each of the Finance Parties under this Agreement in
      respect of the first Utilisation shall be subject to the Agent (acting on
      the instructions of the Majority Lenders acting reasonably) having
      received (or waived receipt of) the documents set out in Schedule 6 Parts
      I, II and IV in form and substance satisfactory to it acting reasonably.

                                    Page 10
<PAGE>

3.5.2 Each Subsequent Utilisation shall be subject to the conditions precedent
      set out in Parts II and IV of Schedule 6 and, in the case of a Refinanced
      Aircraft, the conditions precedent set out in Parts II, III and IV of
      Schedule 6.

3.6   REPAYMENT SCHEDULES

3.6.1 Each Advance:

      (a)   shall be repaid in up to 144 monthly instalments, one on each
            Repayment Date. Each such instalment shall be in an amount set
            opposite such Repayment Date in column 3 of Schedule 2 of the
            relevant Loan Supplement so as to reduce the outstanding balances of
            the Advance to the amount set opposite such Repayment Date in column
            3 of Schedule 2 of the Loan Supplement and shall in any event repay
            the outstanding balance in full on the Final Repayment Date of such
            Advance; and

      (b)   shall be repaid in the same currency as that in which the Advance is
            made.

3.6.2 The repayment profiles shown in schedule 2 to the Loan Supplement shall be
      calculated on a "mortgage style" basis applying the Relevant Rate for the
      relevant Advance and as follows:

      (a)   if the Utilisation Date is a Reference Date, the schedule will
            provide for repayments of principal, the first of which will be due
            on the first Reference Date after the Utilisation Date with the
            remainder due at monthly intervals thereafter; and

      (b)   if the Utilisation Date is not a Reference Date, the schedule will
            provide for repayments of principal the first of which will be due
            on the second Reference Date after the Utilisation Date; and

      (c)   the final Repayment Date (prior to any application of the proviso in
            the definition of such terms set forth in Appendix X) shall be no
            later than the twelfth (12th) anniversary of the relevant
            Utilisation Date or, in respect of a Refinanced Aircraft or Aircraft
            referred to in paragraph (c) of the definition of Delivery Date, the
            twelfth (12th) anniversary of the Delivery Date for such Aircraft
            (FINAL REPAYMENT DATE).

3.7   DISBURSEMENT OF THE LOAN

3.7.1 On the terms and subject to the conditions of this Agreement, the Lenders
      severally agree to make each Advance to the relevant Borrower on the date
      set forth in the Utilisation Notice as set out below:

      (a)   the British Lenders severally agree to advance the British Credits
            to the relevant Borrower;

      (b)   the French Lenders severally agree to advance the French Credits to
            the relevant Borrower; and

      (c)   the German Lenders severally agree to advance the German Credits to
            the relevant Borrower.

3.7.2 Each Loan shall be made available in Dollars or Euros by payment to:

      (a)   in the case of an Aircraft other than a Refinanced Aircraft, the
            owner of such Aircraft (to such account as the owner may have
            specified to the Agent); or

                                    Page 11
<PAGE>

      (b)   in the case of a Refinanced Aircraft, the seller of such Aircraft
            (to such account as GFC may have specified to the Agent),

      on behalf of the relevant Borrower.

3.7.3 Subject to Clause 3.7.5, all payments by the Lenders in respect of the
      Advance shall be effected on the relevant Utilisation Date and as between
      the British Lenders, the French Lenders and the German Lenders, in the
      proportions described in Clause 2.3 (NUMBER AND COMPOSITIONS OF ADVANCES)
      and provided for in the relevant Loan Supplement.

3.7.4 Subject to the terms of this Agreement, the Advance shall be made
      available by each of the British Lenders, the French Lenders and the
      German Lenders in their respective proportions by payment to the relevant
      National Agent of its Relevant Proportion of the Loan and the National
      Agents shall make the Advance available by one disbursement, through the
      Agent by 10.00 a.m. (New York time) if the Advance is in Dollars and by
      10.00 a.m. (Paris time) if the Advance is in Euros, on the date requested
      in the Utilisation Notice if:

      (a)   such date is the relevant Utilisation Date and is a Banking Day
            which falls during the Availability Period;

      (b)   the Agent shall have received a Utilisation Notice which complies
            with the provisions of Clause 3.1.2; and

      (c)   the conditions precedent to such Advance in Clause 3.5 and Schedule
            6 have been satisfied in the opinion of the Agent (acting on the
            instructions of the National Agents acting reasonably).

3.8   LIMITED RECOURSE OBLIGATIONS OF THE BORROWERS

3.8.1 Notwithstanding the provisions of this Agreement or any of the other
      Transaction Documents to the contrary, all amounts payable or expressed to
      be payable by any Borrower for, in respect of or in connection with its
      obligations, covenants, representations, warranties, indemnities or other
      contractual assurances which are owed to the Security Trustee, the Agent,
      the National Agents, the Joint Arrangers, the Lenders, GFC or any GATX
      Obligor under, pursuant to or in connection with this Agreement and the
      other Transaction Documents shall be limited to and only be made or
      payable from:

      (a)   the recovery from such Borrower of all sums that are paid to or
            recovered by such Borrower (or any person claiming through or on
            behalf of such Borrower) pursuant to any provision of any
            Transaction Document or any sale or disposal of the relevant
            Aircraft or any part thereof or as a result of the enforcement of
            the Aircraft Security Documents; and

      (b)   the realisation of any proceeds from the enforcement of any security
            granted to the Security Trustee, the Agent and/or any of the
            Lenders under the Aircraft Security Documents (except to the extent
            that the Borrower is not entitled to retain such sums as against any
            third party by virtue of any law, including as a result of any
            judgment or order of any court or in any bankruptcy of such third
            party),

      and each of the Security Trustee, the Agent, the National Agents, the
      Joint Arrangers, Lenders, GFC and any GATX Obligor irrevocably and
      unconditionally agree that they shall look solely to such rights and sums
      for payments to be made by such Borrower under this Agreement and the
      other Transaction Documents and that they 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 such Borrower or
      any of its other assets except:

                                    Page 12
<PAGE>

      (i)   to the extent such judgment or similar order is a necessary
            procedural step to enable the realisation of the full benefit of the
            security and rights granted in the Transaction Documents to obtain
            (but not enforce) a declaratory judgment or similar order as to the
            obligations of such Borrower expressed to be assumed under this
            Assignment or under any other Transaction Documents; or

      (ii)  to the extent such claim or proof is a necessary procedural step to
            enable the realisation of the full benefit of the security and
            rights granted in the Transaction Documents, to make or file a claim
            or proof in any bankruptcy, insolvency, winding-up, liquidation,
            reorganisation, amalgamation or dissolution of such Borrower, but
            not to take proceedings to instigate such bankruptcy, insolvency or
            other similar situation.

3.8.2 Clause 3.8.1(i) shall be of no application in respect of a Borrower and
      such Borrower shall be fully liable and the Indemnitees shall be at
      liberty to prove all their respective rights and remedies against such
      Borrower and its assets for any loss, damage, cost or expense (including
      without limitation legal fees and expenses) sustained or incurred by such
      Indemnitee as a consequence of (a) the wilful misconduct or gross
      negligence of such Borrower or (b) a representation or warranty made by
      such Borrower in any Transaction Document being untrue, incorrect or
      misleading which would have an adverse effect upon the ability of such
      Borrower to perform or comply with its obligations under this Agreement or
      any of the Transaction Documents or (c) fraud on the part of such
      Borrower.

3.8.3 The provisions of this Clause 3.8 shall only limit the personal liability
      of each Borrower for the discharge of its monetary obligations under this
      Agreement or any of the Transaction Documents and shall not (i) limit or
      restrict in any way the accrual of interest on any unpaid amount, or (ii)
      derogate from or otherwise limit the right of recovery, realisation or
      application by the Indemnitees under or pursuant to any of the Aircraft
      Security Documents or anything assigned, mortgaged, charged, pledged or
      secured under or pursuant to any of the Aircraft Security Documents.

3.8.4 GFC and each GATX Obligor each hereby agrees that it shall not petition
      for bankruptcy, insolvency, winding-up, liquidation, administration,
      examinership, reorganisation, amalgamation or dissolution of any Borrower.

3.9   LIMITED RECOURSE OF EXPORT LESSEES

3.9.1 Notwithstanding the provisions of this Agreement or any of the other
      Transaction Documents to the contrary, all amounts payable or expressed to
      be payable by any Export Lessee for, in respect of or in connection with
      its obligations, covenants, representations, warranties, indemnities or
      other contractual assurances which are owed to the Security Trustee, the
      Agent, the National Agents, the Joint Arrangers, the Lenders, GFC or any
      GATX Obligor (other than the relevant Export Lessee) under, pursuant to or
      in connection with this Agreement and the other Transaction Documents
      shall be limited to and only be made or payable from:

      (a)   the recovery from such Export Lessee of all sums that are paid to or
            recovered by such Export Lessee (or any person claiming through or
            on behalf of such Export Lessee) pursuant to any provision of any
            Transaction Document or any sale or disposal of the relevant
            Aircraft or any part thereof or as a result of the enforcement of
            the Aircraft Security Documents;

      (b)   the realisation of any proceeds from the enforcement of any security
            granted to the Security Trustee, the Agent and/or any of the Lenders
            under the Aircraft Security Documents (except to the extent that the
            Export Lessee is not entitled to retain such

                                    Page 13
<PAGE>

            sums as against any third party by virtue of any law, including as a
            result of any judgment or order of any court or in any bankruptcy of
            such third party); and

      (c)   amounts paid by, or recovered from, the Guarantor pursuant to the
            Guarantee or the provisions of Clause 5 hereof.

      and each of the Security Trustee, the Agent, the National Agents, the
      Joint Arrangers, Lenders, GFC, any Borrower and any GATX Obligor (other
      than the relevant Export Lessee) irrevocably and unconditionally agree
      that they shall look solely to such rights and sums for payments to be
      made by such Export Lessee under this Agreement and the other Transaction
      Documents and that they 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 such Export Lessee or any of its other assets
      except:

      (i)   to the extent such judgment or similar order is a necessary
            procedural step to enable the realisation of the full benefit of the
            security and rights granted in the Transaction Documents to obtain
            (but not enforce) a declaratory judgment or similar order as to the
            obligations of such Export Lessee expressed to be assumed under this
            Assignment or under any other Transaction Documents; or

      (ii)  to the extent such claim or proof is a necessary procedural step to
            enable the realisation of the full benefit of the security and
            rights granted in the Transaction Documents, to make or file a claim
            or proof in any bankruptcy, insolvency, winding-up, liquidation,
            reorganisation, amalgamation or dissolution of such Export Lessee,
            but not to take proceedings to instigate such bankruptcy, insolvency
            or other similar situation.

3.9.2 Clause 3.9.1 shall be of no application in respect of an Export Lessee and
      such Export Lessee shall be fully liable and the Indemnitees shall be at
      liberty to prove all their respective rights and remedies against such
      Export Lessee and its assets for any loss, damage, cost or expense
      (including without limitation legal fees and expenses) sustained or
      incurred by such Indemnitee as a consequence of (a) the wilful misconduct
      or gross negligence of such Export Lessee or (b) a representation or
      warranty made by such Export Lessee in any Transaction Document being
      untrue, incorrect or misleading which would have an adverse effect upon
      the ability of such Export Lessee to perform or comply with its
      obligations under this Agreement or any of the Transaction Documents or
      (c) fraud on the part of such Export Lessee.

3.9.3 The provisions of this Clause 3.9 shall only limit the personal liability
      of each Export Lessee for the discharge of its monetary obligations under
      this Agreement or any of the Transaction Documents and shall not (i) limit
      or restrict in any way the accrual of interest on any unpaid amount, or
      (ii) derogate from or otherwise limit the right of recovery, realisation
      or application by the Indemnitees under or pursuant to any of the Aircraft
      Security Documents or anything assigned, mortgaged, charged, pledged or
      secured under or pursuant to any of the Aircraft Security Documents.

4     INTEREST, REPAYMENT AND PREPAYMENT

4.1   PAYMENT OF INTEREST

4.1.1 Each Borrower shall pay interest on each Advance in respect of each
      Interest Period referable thereto in the currency in which the same is
      outstanding hereunder on each Repayment Date referable thereto at, in the
      case of:

                                    Page 14
<PAGE>

      (a)   the British Credits forming part thereof, the Agreed British Rate
            for such Advance and Interest Period;

      (b)   the French Credits forming part thereof, the Agreed French Rate for
            such Advance and Interest Period; and

      (c)   the German Credits forming part thereof, the Agreed German Rate for
            such Advance and Interest Period

      Provided that, in respect of Utilisations which do not occur on a
      Reference Date, interest shall not accrue as aforesaid but will accrue
      from (and including) the Utilisation Date to (but excluding) the second
      Repayment Date next succeeding such Utilisation Date at a rate per annum
      which is the aggregate of (i) the applicable Margin, (ii) such rate which
      expresses as a percentage rate per annum the cost to each Lender of
      funding its participation in the relevant Advance for the relevant period
      and (iii) the applicable ECA Premium.

4.1.2 The Agent shall calculate the applicable LIBOR or EURIBOR for each
      consecutive Interest Period on the relevant Quotation Date for the
      relevant currency. The Agent shall promptly thereafter notify each of the
      Lenders and GFC of such rates. The Agent's calculation or determination of
      EURIBOR and LIBOR shall be conclusive save in the case of manifest error.

4.1.3 Interest shall accrue from the Utilisation Date and shall be calculated on
      the outstanding unpaid principal amount of each Loan on the basis of a
      year of three hundred and sixty (360) days and the actual number of days
      elapsed and shall be payable in arrears on each Repayment Date.

4.2   REPAYMENT OF PRINCIPAL

4.2.1 Each Borrower shall repay each Loan advanced to it in the amounts and on
      the dates set out in schedule 2 to the relevant Loan Supplement.

4.2.2 Each Repayment Instalment shall comprise principal and accrued unpaid
      interest and the principal portion thereof shall:

      (a)   in the case of the British Credits be the aggregate of the amounts
            set out opposite the relevant Repayment Date in column 4 of Section
            A of Schedule 2, Part I to the relevant Loan Supplement;

      (b)   in the case of the French Credits be the aggregate of the amounts
            set out opposite the relevant Repayment Date in column 4 of Section
            B of Schedule 2, Part I to the relevant Loan Supplement; and

      (c)   in the case of the German Credits be the aggregate of the amounts
            set out opposite the relevant Repayment Date in Column 4 of Section
            C of Schedule 2, Part I to the relevant Loan Supplement.

4.2.3 Provided that no Termination Event has occurred and is continuing, upon
      irrevocable receipt in full by the Security Trustee of all Repayment
      Instalments in respect of a Loan, together with all other amounts due but
      unpaid in respect thereof in accordance with the terms of this Agreement,
      the Security Trustee shall confirm in writing to GFC that the Secured Loan
      Obligations in respect of the Loan that has been repaid have been
      satisfied in full at which time title to the relevant Aircraft shall be
      transferred by the relevant Borrower in accordance with the relevant
      Credit Sale Agreement. Upon title transferring to such person, at the
      request and cost of GFC, the Security Trustee shall release the English
      Law Mortgage, the Mortgage, the Borrower Security Assignment and the
      Lease Security Assignment in respect of the Loan

                                    Page 15
<PAGE>

      that has been repaid and take such other action which GFC may reasonably
      request of it in order to effect such releases.

4.3   VOLUNTARY PREPAYMENT

4.3.1 Any Borrower may voluntarily prepay any of the Loans advanced to it in
      full at any time PROVIDED that:

      (a)   the Agent shall have received from GFC not less than ten (10)
            Business Days notice (in this Clause 4.3.1 a PREPAYMENT NOTICE) of
            its intention to make such prepayment specifying the date on which
            such prepayment is to be made (the PREPAYMENT DATE); and

      (b)   any such prepayment shall be made in the same currency as the
            relevant Advance; and

      (c)   the Prepayment Date shall also be a Repayment Date.

      The Agent shall promptly inform the National Agents of the receipt of the
      Prepayment Notice. The relevant Borrower shall pay to the Agent in respect
      of each Loan being prepaid by it on the Prepayment Date the relevant
      Termination Amount as shall be notified to it by the Agent in writing.

4.3.2 No amount prepaid may be re-borrowed.

4.3.3 The relevant Borrower shall pay all amounts due under Clause 4.3.1 into
      the Proceeds Account for application in accordance with Clause 12.6
      (APPLICATION OF PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE
      PURSUANT TO CLAUSES 4.3, 4.6, 4.8 AND 4.10).

4.3.4 Provided that no Relevant Event or Termination Event has occurred and is
      continuing, upon irrevocable receipt in full of the amounts set out in
      Clause 4.3.1 by the Agent, the Security Trustee shall confirm in writing
      to GFC that the Secured Loan Obligations in respect of the Loans that have
      been prepaid have been satisfied in full at which time title to the
      relevant Aircraft shall be transferred by the relevant Borrower' in
      accordance with the relevant Credit Sale Agreement. Upon title
      transferring to such person as is nominated by GFC, at the request and
      cost of GFC, the Security Trustee shall release the English Law Mortgage,
      the Mortgage, the Borrower Security Assignment and the Lease Security
      Assignment in respect of the Loans that have been prepaid and take such
      other action which GFC may reasonably request of it in order to effect
      such releases.

4.4   PREPAYMENT FOLLOWING A TOTAL LOSS

4.4.1 Subject to Clause 4.7 (SUBSTITUTION OF AIRCRAFT), if at any time a Total
      Loss occurs in relation to an Aircraft, the relevant Borrower shall, on or
      prior to the expiry of the period of one hundred and twenty days (120)
      days commencing on the Total Loss Date or, if earlier, the date upon which
      the Total Loss Proceeds are paid by the insurers, repay the Loan relating
      to such Aircraft by payment to the Agent of the Termination Amount with
      respect to such Aircraft.

      Until such repayment, the relevant Borrower shall continue to make all
      payments of principal and interest in respect of the relevant Loan in
      accordance with this Agreement and the relevant Loan Supplement.

4.4.2 Subject to the provisions of Clause 4.7.2 (SUBSTITUTION OF AIRCRAFT), the
      relevant Borrower shall pay all amounts due under Clause 4.4,1 into the
      relevant Proceeds Account to be applied in accordance with Clause 12.4
      (APPLICATION OF TOTAL LOSS PROCEEDS) and, immediately upon irrevocable
      receipt of such funds, the Security Trustee shall confirm in writing to
      GFC that the Secured Loan Obligations in respect of the relevant Loan that
      has been prepaid have been

                                    Page 16
<PAGE>

      satisfied in full at which time title to the relevant Aircraft shall be
      transferred by the relevant Borrower in accordance with the terms of the
      relevant Credit Sale Agreement. Upon title having been transferred, at the
      request and cost of GFC, the Security Trustee shall release the English
      Law Mortgage, the Mortgage, the Borrower Security Assignment and the Lease
      Security Assignment in respect of the Loan that has been prepaid and take
      such other action which GFC may reasonably request of it in order to
      effect such releases.

4.5   INTENTIONALLY LEFT BLANK

4.6   NON-PERFORMANCE OF A BORROWER

4.6.1 If a Termination Event occurs and is continuing which arises as a result
      of any act or omission of a Borrower which is not caused by any act or
      omission of any Export Lessee or GFC (BORROWER TERMINATION EVENT), the
      Agent, subject to Clause 4.6.2, shall not be entitled to serve an
      Acceleration Notice in respect of the occurrence of such Termination
      Event. The Agent shall serve notice on GFC that a Termination Event as
      contemplated by this Clause 4.6.1 has arisen and the Representatives and
      Lenders shall consult with GFC for a period not exceeding fourteen (14)
      Business Days from the date of such notice with a view to restructuring
      each Loan under which the relevant Borrower is the borrower and GFC shall
      pay for the Expenses incurred by the Representatives and the Lenders for
      such negotiations as well as (if alternative arrangements are agreed) to
      complete all steps required to implement such restructuring and all
      rectifications and amendments to the relevant Transaction Documents in
      relation to each Loan under which such Borrower is the borrower.

4.6.2 Notwithstanding Clause 4.6.1, in the event of a Termination Event
      occurring and continuing as described in Clause 4.6.1, the Agent shall be
      entitled, subject to any other arrangements satisfactory to the Agent
      having been agreed, to serve an Acceleration Notice immediately if the
      Agent, acting in good faith, believes that not to do so would materially
      prejudice the interests of the Finance Parties and/or any of the Export
      Credit Agencies.

4.6.3 If a resolution acceptable to GFC and the Majority Lenders is obtained as
      a result of procedure referred to in Clause 4.6.1, GFC and the Lenders
      shall implement the restructuring of each relevant Loan and rectifications
      and amendments to the relevant Transaction Documents (including the
      transfer of the obligations of the relevant Borrower to another Borrower)
      and the replication of the relevant Aircraft Security Documents duly
      executed by the relevant Obligor being provided to the Agent in respect of
      the relevant Secured Loan Obligations on terms satisfactory to the Agent
      (acting on the instructions of the Majority Lenders) within 20 days from
      the date when such resolution is reached at the cost of GFC.

4.6.4 If no resolution acceptable to GFC and the Majority Lenders is found
      within the 14 day period referred to in Clause 4.6.1 or if the relevant
      Export Lessee fails to implement such restructuring of each relevant Loan
      and rectification and amendment to the relevant Transaction Documents
      within the 20 day period referred to in Clause 4.6.3, provided the
      relevant Borrower Termination Event is continuing, the relevant Borrower
      shall prepay to the Agent the Termination Amount in respect of every Loan
      for which the relevant Borrower is the borrower.

4.6.5 Provided that no Termination Event (other than a Borrower Termination
      Event) has occurred and is continuing and immediately upon irrevocable
      receipt of the Proceeds referred to in Clause 4.6.4 into the relevant
      Proceeds Account for application in accordance with Clause 12.6
      (APPLICATION OF PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE
      PURSUANT TO CLAUSES 4.3, 4.6, 4.8 AND 4.10) the Security Trustee shall
      confirm in writing to GFC that the Secured Loan Obligations in respect of
      the Loans that have been prepaid have been satisfied in full at which time
      title to the relevant Aircraft shall be transferred by the relevant
      Borrower in accordance with the terms of the relevant Credit Sale
      Agreement, whereupon the Security

                                    Page 17
<PAGE>

      Trustee, at the request and cost of GFC, shall release the English Law
      Mortgage, the Mortgage, the Borrower Security Assignment and the Lease
      Security Assignment in respect of the Loan that has been prepaid and take
      such other action which GFC may reasonably request of it in order to
      effect such releases.

4.7   SUBSTITUTION OF AIRCRAFT

4.7.1 Subject to no Termination Event having occurred and continuing, if a Total
      Loss occurs in respect of an Aircraft (the EXISTING AIRCRAFT), the
      relevant Export Lessee may, by notice to the Agent, request permission to
      substitute for the Existing Aircraft another Airbus aircraft of the same
      type or in the same family of aircraft as the Existing Aircraft (the
      REPLACEMENT AIRCRAFT). The notice shall provide details of the age from
      delivery by the Manufacturer and number of block hours since the last
      heavy maintenance check of the proposed Replacement Aircraft. The National
      Agents and the German Parallel Lenders shall consider any such request in
      good faith, in accordance with the then current practice of the Export
      Credit Agencies in relation to the substitution of aircraft, and shall
      inform the relevant Export Lessee (as the case may be) within 21 Business
      Days of the receipt of such notice as to whether the proposed substitution
      has been approved and, if approved, the terms upon which such Replacement
      Aircraft shall be substituted for the Existing Aircraft. The parties to
      this Agreement acknowledge that the current practice of the Export Credit
      Agencies is that Export Credit Agency-supported Airbus aircraft may only
      be substituted in Export Credit Agency-supported facilities by new Airbus
      aircraft of the same type or in the same family of aircraft as the
      Existing Aircraft.

4.7.2 Following a request by the relevant Export Lessee for the substitution of
      an Aircraft in accordance with Clause 4.7.1 and if the Total Loss Proceeds
      have been paid to the Security Trustee in accordance with the provisions
      of Clause 4.4 (PREPAYMENT FOLLOWING A TOTAL LOSS) either:

      (a)   prior to the Agent informing the relevant Export Lessee of the
            National Agents' and German Parallel Lender's decision as to such
            substitution; or

      (b)   if the National Agents and the German Parallel Lender have approved
            the substitution of such Existing Aircraft, prior to the actual
            substitution of such Existing Aircraft by a Replacement Aircraft,

      then the Total Loss Proceeds shall remain in the relevant Proceeds Account
      pending completion of the substitution (and assuming, in the case of
      Clause 4.7.2(a), that the substitution will be approved by the Lenders)
      for up to one hundred and eighty (180) days or such other period of time
      as shall then reflect the then current practice of the Export Credit
      Agencies as notified to the relevant National Agent and the German
      Parallel Lender by its Export Credit Agencies. If the Existing Aircraft is
      then substituted by the Replacement Aircraft in accordance with the
      approval and terms given or specified pursuant to Clause 4.7.1, the Total
      Loss Proceeds (together with accrued interest thereon at the rate agreed
      between the Agent and the relevant Export Lessee) in respect of such
      Existing Aircraft shall be returned to the relevant Export Lessee,
      provided that no Termination Event has occurred and is continuing, and
      otherwise the Total Loss Proceeds shall be applied in accordance with
      Clause 12.4 (APPLICATION OF TOTAL LOSS PROCEEDS).

4.8   PREPAYMENT IF NOT LEASED

4.8,1 If an Aircraft is not (a) delivered to a Lessee pursuant to a Lease within
      one hundred and eighty (180) days after the relevant Delivery Date or such
      longer period as the National Agents may agree in writing, the relevant
      Export Lessee shall, on the first Banking Day following the expiry of such
      one hundred and eighty (180) day period or any such longer period as may
      be

                                    Page 18
<PAGE>

      agreed, pay into the Proceeds Account the Termination Amount in respect of
      the relevant Loan relating to such Aircraft as such amount shall be
      notified to it in writing by the Agent and immediately upon irrevocable
      receipt of such funds payable under this Clause 4.8 in the Proceeds
      Account for application in accordance with Clause 12.6 (APPLICATION OF
      PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE PURSUANT TO CLAUSES
      4.3, 4.6, 4.8 AND 4.10), the Security Trustee shall confirm in writing to
      GFC that the Secured Loan Obligations in respect of the Loans that have
      been prepaid have been satisfied in full at which time title to the
      relevant Aircraft shall be transferred by the relevant Borrower in
      accordance with the terms of the relevant Credit Sale Agreement, whereupon
      the Security Trustee, at the request and cost of GFC, shall release the
      English Law Mortgage, the Mortgage, the Borrower Security Assignment and
      the Lease Security Assignment in respect of the Loan that has been prepaid
      and take such other action which GFC may reasonably request of it in order
      to effect such releases.

4.9   INTENTIONALLY LEFT BLANK

4.10  MANDATORY PREPAYMENT EVENT

4.10.1 A mandatory prepayment event in respect of a particular Loan shall occur:

      (a)   if a Home Country Notice or a US Restriction Notice or both are
            served on the relevant Borrower or Export Lessee (as the case may
            be) in accordance with the provisions of Clause 7.2.4; or

      (b)   with respect to a particular Aircraft, any conditions precedent
            which the Agent has agreed in writing may be satisfied after an
            Advance has been made have not been so satisfied within the period
            stipulated in such notice from the Agent; or

      (c)   if any of the Aircraft Security Documents (other than an English Law
            Mortgage which is not the relevant Mortgage for such Aircraft where
            the relevant State of Registration is the United Kingdom), at any
            time and for any reason, ceases to be valid or enforceable in
            accordance with its terms and such circumstance, if capable of
            remedy, is not remedied within fourteen (14) days; or

      (d)   in such other circumstances as GFC and the Agent may agree in
            writing from time to time .

      If a mandatory prepayment event pursuant to Clause 4.10.1 (a), (b), (c) or
      (d) shall occur and be continuing, the Agent may demand repayment of the
      relevant Loan whereupon the relevant Termination Amount shall become due
      and payable on the next succeeding Repayment Date following such demand
      or, if such Repayment Date falls within seven (7) Business Days of such
      demand, the second succeeding Repayment Date provided that, if in the
      reasonable opinion of the Agent, such delay might be prejudicial to the
      interests of the Lenders, it may demand immediate repayment and
      immediately upon irrevocable receipt of such funds payable under this
      Clause 4.10.1 in the relevant Proceeds Account, the Security Trustee shall
      (provided that no Termination Event has occurred and is continuing) at the
      cost of GFC confirm in writing to GFC that the Secured Loan Obligations in
      respect of the Loans that have been prepaid have been satisfied in full
      after which title to the relevant Aircraft shall be transferred by the
      relevant Borrower free and clear of Borrower's Liens or Finance Party
      Liens to such person as is nominated by GFC (who shall not be a Borrower
      or an Export Lessee).

                                    Page 19
<PAGE>


4,10.2 Each Borrower shall pay sums due under this Clause 4.10 into the relevant
       Proceeds Account for application in accordance with Clause 12.6
       (APPLICATION OF PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE
       PURSUANT TO CLAUSES 4.3, 4.6, 4.8 AND 4.10).

4.11   OVERDUE PAYMENTS

4.11.1 If any Obligor fails to pay on the due date any sum payable by it to a
       Finance Patty under any Transaction Document (or fails to pay on demand
       any sum which is expressed to be payable on demand) (UNPAID AMOUNT) the
       relevant Obligor shall pay interest in the same currency as the Unpaid
       Sum to the Agent for the account of the relevant Finance Patty on such
       Unpaid Amount from (and including) the due date to (but excluding) the
       date of actual payment (after as well as before judgment) at the Default
       Rate for each Default Interest Period.

4.11.2 Interest at the Default Rate for each Default Interest Period shall be
       calculated on the basis of a year of three hundred and sixty (360) days
       and the actual number of days elapsed and shall accrue from day to day
       and be due and payable on the last day of each Default Interest Period
       and, if not paid, shall, to the extent permitted by Applicable Law, be
       compounded on such date PROVIDED always that interest shall not be
       compounded on any such sum until such sum has been unpaid for more than
       one week.

4.11.3 The payment of interest by an Obligor pursuant to Clause 4.11.1 shall in
       no way preclude any Finance Party from making any other claim or pursuing
       any other right or remedy that may be available to it or otherwise
       prejudice any such claim, right or remedy.

4.12   DEDUCTIONS AND WITHHOLDINGS

4.12.1 All sums payable to the Finance Parties pursuant to or in connection with
       any Transaction Document shall be paid in full without any set-off or
       counterclaim whatsoever and free and clear of all deductions or
       withholdings of or on account of Tax whatsoever save only as may be
       required by law.

4.12.2 Each Lender shall deliver to the Agent three completed and signed United
       States Internal Revenue Service Form W-8BEN, W-8ECI or W-8EXP or such
       other form as may be prescribed by the Internal Revenue Service of the
       United States of America (whichever form applies to such Lender)
       certifying that such Lender is entitled to a complete exemption from
       United States withholding taxes on all payments pursuant to this
       Agreement or in connection with any Transaction Document:

       (a)   in the case of each initial Lender, on or prior to the date of its
             execution and delivery of this Agreement; and

       (b)   in the case of each Transferee, on or prior to the date of
             execution of the Transfer Certificate pursuant to which it becomes
             a Lender;

       (c)   in the case of an initial Lender and each Transferee (other than as
             aforesaid), thereafter:

            (i)   on or prior to (or as soon as practicable after) the date on
                  which the Internal Revenue Service form previously delivered
                  by such Lender or Transferee ceases to be effective or becomes
                  inaccurate; or

            (ii)  promptly after receipt of a request therefor from any GATX
                  Obligor;

            and   as long as any portion of any Advance remains outstanding.

       PROVIDED THAT this Clause 4.12.2 shall not apply to:

                                    Page 20
<PAGE>


      (i)   a Lender that is not legally entitled to an exemption from United
            States withholding taxes as a result of a Change in Tax Law, in the
            case of an initial Lender, after the date of execution of this
            Agreement and, in the case of any Transferee, after the date on
            which such Transferee became a Lender. CHANGE IN TAX LAW, as used in
            the preceding sentence, means any of the following: (i) the
            enactment of any amendment to the United States Internal Revenue
            Code, (ii) the publication of any new regulation to the United
            States Internal Revenue Code or any amendment of any such
            regulation, or (iii) the entry into force of any new income tax
            convention to which the United States is a party or any amendment of
            or supplement to any income tax convention to which the United
            States is a party or the revocation of any such income tax
            convention; or

      (ii)  any Lender that (i) is incorporated or otherwise organised under
            the laws of the United States of America or any State thereof and is
            a corporation (or an entity taxable as a corporation) for United
            States federal income tax purposes or (ii) is an Export Credit
            Agency.

      The Agent shall deliver to the Cayman Borrower and the Irish Borrower
      (with a copy to GFC) a completed and signed United States Internal Revenue
      Service Form W-8IMY (including as attachments copies of the current
      Internal Revenue Service forms that the Agent received from the Lenders):

      (a)   on or before the date of execution of this Agreement;

      (b)   before or promptly after the date of any transfer by a Lender to a
            Transferee pursuant to Clause 18.2 (Transfers by Lenders) (but in
            any event not later than fifteen (15) Business Days before the first
            date on which a payment is due to the Lenders with respect to the
            Loan that is the subject of the Transfer Certificate); and

      (c)   thereafter:

            (i)   on or prior to (or as soon as practicable after) the date on
                  which the Internal Revenue Service Form previously delivered
                  by the Agent ceases to be effective or becomes inaccurate; or

            (ii)  promptly after receipt of a request therefor from any GATX
                  Obligor.

      If the principal officer responsible for United States tax matters of any
      Lender or the Agent knows that the information set forth in any Internal
      Revenue Service form delivered by such Lender or the Agent pursuant to
      this Clause 4.12.2 is no longer correct and that the exemption claimed
      therein is no longer available to the Lender or the Agent as a result
      thereof, such Lender or the Agent (as the case may be) shall notify GFC of
      such circumstance.

4.12.3 If any deduction or withholding is required of any Borrower or any
       Export Lessee in respect of any payment due to the Agent, the Security
       Trustee, any Borrower or any Lender by any Borrower or any Export Lessee
       pursuant to or in connection with any Transaction Document, the relevant
       Borrower or any Export Lessee, shall:

      (a)   ensure that the deduction or withholding is made and that it does
            not exceed the minimum legal requirement therefor;

      (b)   pay or procure the payment of the full amount deducted or withheld
            to the relevant Taxation or other authority in accordance with the
            Applicable Law;

                                    Page 21
<PAGE>

      (c)   (if the payment is to be made by any Borrower, or GFC or any other
            Obligor), increase the payment in respect of which the deduction or
            withholding is required so that the net amount received by the
            relevant Lender, Borrower or Representative (as the case may be)
            after the deduction or withholding has been made (and after taking
            account of any further deduction or withholding which is required to
            be made as a consequence of the increase) shall equal the amount
            which that Lender, Borrower or Representative or Export Credit
            Agency would have been entitled to receive in the absence of any
            requirement to make a deduction or withholding;

      (d)   (if the payment is to be made by any person other than a Borrower or
            GFC or any other Obligor), the relevant Borrower shall pay directly
            to the Agent for the account of the relevant Representative or the
            relevant Lender such sum (in Clause 4.12.3(d) a COMPENSATING SUM) as
            will, after taking into account any deduction or withholding which
            the payer is obliged to make from the compensating sum, enable the
            relevant Representative or Lender (as the case may be) to receive,
            on the due date for payment, a net sum equal to the sum which it
            would have received in the absence of any requirement to make a
            deduction or withholding; and

      (e)   promptly deliver to the Agent or procure the delivery of appropriate
            receipts or other documents evidencing the deduction or withholding
            which has been made.

4.12.4 If a Representative is obliged by any Change in Law or Change in Tax Law
       to make any deduction or withholding from any payment to a Lender or
       another Representative (an AGENCY PAYMENT) which relates to an amount
       received by that Representative for the account of that Lender pursuant
       to this Agreement or any of the Transaction Documents the relevant
       Borrower shall pay directly to the Lender such sum (in this Clause 4.12.4
       a COMPENSATING SUM) as will, after taking into account any deduction or
       withholding which the relevant Borrower is obliged to make from the
       compensating sum, enable the Lender to receive, on the due date for
       payment of the agency payment, an amount equal to the agency payment
       which the Lender would have received in the absence of any requirement to
       make a deduction or withholding.

4.12.5 If a Representative is obliged other than by any Change in Law or Change
       in Tax Law to make any deduction or withholding from any payment to a
       Lender or another Representative which relates to an amount received by
       that Representative for the account of that Lender, GFC, the relevant
       Representatives and the relevant Lenders shall consult together with a
       view to trying to mitigate against such deduction or withholding
       including redirecting any payment flows to avoid monies passing through
       such Representative and, if reasonably required by any Representative,
       payments shall be made directly to the relevant National Agent or Lender,
       as the case may be.

4.12.6 If a Lender or Representative determines, in its reasonable discretion,
       that it has received, realised, utilised and retained a Tax benefit by
       reason of any deduction or withholding in respect of which any Obligor
       has made an increased payment or paid a compensating sum under this
       Clause 4.12, such Lender or Representative shall, so long as no
       Termination Event has occurred and is continuing and provided it has
       received all amounts which are then due and payable by the relevant
       Borrower and each of the other Obligors under the Transaction Documents
       or, if the Tax benefit exceeds the amounts then due and payable, has
       set-off such amounts against the Tax benefit, pay to the relevant Obligor
       (to the extent that the Lender or Representative can do so without
       prejudicing the amount of such benefit or the right of such Lender or
       Representative to obtain any other benefit, relief or allowance which may
       be available to it) such amount as shall leave such Lender or
       Representative in no better or worse after Tax position than such Lender
       or Representative would have been in if the deduction or withholding had
       not been required PROVIDED that:

                                    Page 22
<PAGE>

      (a)   each Lender and Representative shall use its reasonable discretion
            as to the time at which and the order and manner in which it
            realises or utilises any Tax benefit and shall not be obliged to
            arrange its business or its Tax affairs in any particular way in
            order to be eligible for any Tax benefit;

      (b)   no Lender or Representative shall be obliged to disclose any
            information regarding its business, Tax affairs or Tax computations;

      (c)   if any Lender or Representative has made a payment to the relevant
            Obligor pursuant to this Clause 4.12.6 on account of any Tax benefit
            and it subsequently transpires that such Lender or Representative
            did not receive that Tax benefit, or received a lesser Tax benefit
            the relevant Obligor shall pay on demand to such Lender or
            Representative such sum as such Lender or Representative may
            determine as being necessary to restore the after-Tax position of
            the Lender or Representative to that which it would have been had no
            adjustment under this proviso (c) been necessary; and

      (d)   the Lender or Representative shall not be obliged to make any
            payment under this Clause 4.12.6 if either it is an Export Credit
            Agency or if, by doing so, it would contravene the terms of any
            Applicable Law or any notice, direction or requirement of any
            governmental or regulatory authority (whether or not having the
            force of law).

4.12.7 If any amount falls due to be paid to the Agent or any Lender pursuant to
       or in connection with this Agreement or any of the other Transaction
       Documents on a day which is not a Banking Day, then it shall be due and
       payable on the next succeeding Banking Day and the amount,(if necessary),
       shall be adjusted accordingly.

4.12.8 Each Lender (other than an Export Credit Agency), on the date on which it
       becomes a party to this Agreement, represents to the Agent and each
       Obligor that it is:

       (a)  either:

            (i)   not resident in the United Kingdom for United Kingdom tax
                  purposes; or

            (ii)  a "bank" as defined in section 840A of the Income and
                  Corporation Taxes Act 1988 (or any statutory re-enactment or
                  modification thereof, in substantially the same form and
                  content as of the date hereof) and resident in the United
                  Kingdom; and

       (b)  beneficially entitled to the principal and interest payable by the
            Agent to it under this Agreement,

       and shall forthwith notify the Agent and GFC if either representation
       ceases to be correct.

4.13   CURRENCY OF PAYMENT

4.13.1 All payments of principal and interest (including interest at the Default
       Rate) payable in respect of any Loan pursuant to this Agreement and any
       relevant Loan Supplement shall be paid in the same currency as the
       relevant Loan.

4.13.2 Subject to Clause 4.13.1, all other amounts payable to the Agent,
       the Security Trustee and/or the Lenders pursuant to or in connection with
       this Agreement or any of the Transaction Documents shall, unless
       otherwise provided in the relevant notice or demand for payment, be paid
       in Dollars to the Agent (where appropriate, for the account of the
       relevant Lender or the Security Trustee).

                                    Page 23
<PAGE>

4.14  PERFORMANCE PROCEDURE

4.14.1 On each date on which an amount is due from any Borrower in connection
       with any Loan pursuant to this Agreement or any of the Transaction
       Documents, the relevant Borrower shall no later than (i) 10.00 am (New
       York time) if such payment is due in Dollars and (ii) 1.00 pm Paris time
       if such payment is due in Euros on such due date make such amount
       available to the Agent by payment in Dollars or Euros, as the case may
       be, in same day funds to the Agent's account (x) if payment is in Dollars
       with Credit Lyonnais, New York Branch, Swift Code CRLYUS33 for the
       account of 01 00684 0001 00-EX896, Credit Lyonnais, Paris, Swift Code
       CRLYFRPPE34, (or to such other account in New York City as the Agent may
       upon not less than five (5) Business Days' written notice from time to
       time designate) or (y) if the payment is to be made in Euros to the
       Agent's account with Credit Lyonnais, Paris branch, swift code
       CRLYFRPPE34 account no 30002008960000999109D90 (or to such other account
       as the Agent may upon not less than five (5) Business Days' written
       notice from time to time designate. All payments shall be made under
       reference DDO-EX/896-FC6-GATX msn [relevant msn].

4.14.2 Upon receipt by the Agent of an amount referred to in Clause 4.14.1, the
       Agent shall if such amount is received by 5.00 pm (Paris time) on the due
       date make available on such due date (and otherwise on the next
       succeeding Banking Day) to the relevant National Agent such portion of
       the amount so received as represents the aggregate of the entitlement of
       the British Lenders, the French Lenders or the German Lenders (as the
       case may be) of such amount in such funds as are received by the Agent by
       payment to such account as the relevant National Agent may have specified
       in writing.

4.14.3 Without prejudice to the provisions of Clause 4.14.2, the Agent shall not
       be obliged to make available to any National Agent or any Lender any sum
       which it is expecting to receive for the account of such National Agent
       or such Lender pursuant to this Agreement or any of the Transaction
       Documents until it has been able to establish that it has received that
       sum from the relevant Borrower. If and to the extent that the Agent does
       pay such sum to a National Agent but it subsequently transpires that the
       Agent had not received the relevant sum:

      (a)   the relevant National Agent shall on request by the Agent refund
            such sum to the Agent; and

      (b)   the relevant National Agent shall on request by the Agent pay to the
            Agent the amount (as certified by the Agent) which will indemnify
            the Agent against any funding or other cost, loss, expense or
            liability as a result of making available or paying out that sum
            before receiving it; and

      (c)   each Lender shall indemnify the relevant National Agent in respect
            of its Relevant Proportion of the amounts referred to in paragraphs
            (a) and (b) above.

5.    APPOINTMENT OF AGENT, SECURITY TRUSTEE AND NATIONAL AGENTS

      The terms and conditions upon which (i) each Lender appoints the relevant
      National Agent to act as national agent (ii) the Lenders and the National
      Agents appoint the Agent to act as agent (iii) the Lenders, National
      Agents and Agent appoint the Security Trustee to act as trustee for the
      Collateral (iv) the terms of such trust arrangement are set out in
      Schedule 10 (APPOINTMENT OF SECURITY TRUSTEE, AGENT AND NATIONAL AGENTS
      AND TRUST PROVISIONS).

                                    Page 24
<PAGE>

6     REPRESENTATIONS AND WARRANTIES

6.1   GFC'S REPRESENTATIONS AND WARRANTIES

      To induce the Finance Parties to enter into the Transaction Documents GFC
      represents and warrants to the Finance Parties that:

      (a)   it is a corporation duly incorporated and validly existing and in
            good standing under the laws of the State of Delaware and has full
            power, authority and legal right to own its property and carry on
            its business as presently conducted;

      (b)   it has the power and capacity to execute and deliver, and to perform
            its obligations under the Transaction Documents to which it is or
            will be a party and all necessary action has been taken to authorise
            the execution, delivery and performance of the same;

      (c)   it has taken all necessary legal action to authorise the person or
            persons who execute and deliver the Transaction Documents to which
            it is or will be a party to execute and deliver the same and thereby
            bind it to all the terms and conditions hereof and thereof and to
            act for and on behalf of it as contemplated hereby and thereby;

      (d)   the Transaction Documents to which it is or will be a party
            constitute (or will when executed constitute) legal, valid and
            binding obligations of it enforceable in accordance with their
            respective terms subject only to the qualifications set out in the
            legal opinions to be provided to the Lenders in accordance with the
            provisions of Clause 2.8. (SEVERAL OBLIGATIONS) and Clause 3.1.4
            (UTILISATION NOTICES) and Schedule 6 in respect of the relevant
            Transaction Documents;

      (e)   the execution and delivery of, the performance of its obligations
            under, and compliance with the provisions of, the Transaction
            Documents to which it is or will be a party will not (i) contravene
            any existing Applicable Law to which it is subject, (ii) conflict
            with, or result in any breach of any of the terms of, or constitute
            a default under, any document, instrument or agreement to which it
            is a party or is subject or by which it or any of its assets may be
            bound, (iii) contravene or conflict with any provision of its
            constitutional documents, or (iv) result in the creation or
            imposition of, or oblige it to create, any Lien on or over any of
            its assets (other than the Liens created pursuant to the Transaction
            Documents);

      (f)   every consent, registration, licence and qualification required by
            it to enable it to carry on its business and which could be material
            in the context of the transactions contemplated by the Transaction
            Documents has been duly obtained or made and is in full force and
            effect and there has been no material default in the observance or
            performance of any of the conditions or restrictions (if any)
            imposed on, or in connection with, any such consent, registration,
            licence or qualification;

      (g)   every consent, registration, licence and qualification required by
            it to authorise, or required by it in connection with, the
            execution, delivery, legality, validity, priority, enforceability,
            admissibility in evidence or effectiveness of the Transaction
            Documents to which it is or will be a party has been duly obtained
            or made and is in full force and effect and there has been no
            material default in the observance or performance of any of the
            conditions or restrictions (if any) imposed on, or in connection
            with, any such consent, licence, registration or qualification;

      (h)   it is not (nor would be with the giving of notice or lapse of time
            or both or the making of any relevant determination or the
            fulfilment of any other condition) in breach or in

                                    Page 25
<PAGE>

            default under any document, instrument or agreement to which it is a
            party or is subject or by which it, or any of its assets may be
            bound and no litigation, arbitration or administrative proceeding is
            taking place, pending or threatened against it, or against any of
            its assets, which in any such case would be expected to have a
            Material Adverse Effect;

      (i)   it has not taken any action nor, to its knowledge or the knowledge
            of its officers, have any steps been taken or legal proceedings been
            started for any insolvency-related winding-up, dissolution or
            re-organisation or for the appointment of a receiver or
            administrative receiver, or an administrator, trustee or similar
            officer of it or of any or all of its assets;

      (j)   its obligations under the Transaction Documents to which it is or
            will be a party are, or will when the same are executed be, direct,
            general and unconditional obligations of it and rank at least pari
            passu with all other present and future unsecured and unsubordinated
            obligations of it save for obligations mandatorily preferred by
            law;

      (k)   no Relevant Event or Termination Event has occurred and is
            continuing;

      (l)   there have been no amendments or supplements to its certificate of
            incorporation and bylaws from the form of those documents provided
            to the Agent pursuant to Clause 2.9.1 (CONDITIONS PRECEDENT PRIOR TO
            FIRST UTILISATION);

      (m)   no Trigger Event has occurred and is continuing;

      (n)   under the laws of the United States of America in force at the date
            hereof, it will not be required to make any deduction or withholding
            from any payment it may make under this Agreement or any other
            Transaction Document to which it is or will be a party;

      (o)   it is not an "investment company" within the meaning of the
            Investment Company Act 1940 of the United States of America and no
            consent or authorisation of any Government Entity is required on the
            part of it in connection with the Guarantee or any other of the
            Transaction Documents or with the execution, delivery or performance
            by GFC of this Agreement or the other Transaction Documents.

6.2   REPRESENTATIONS AND WARRANTIES OF EACH EXPORT LESSEE AND EACH BORROWER

6.2.1 To induce each of the Finance Parties to enter into the Transaction
      Documents, each Export Lessee and each Borrower represents and warrants
      (as to itself only) to the Finance Parties and, in the case of such
      representations and warranties of the Borrowers, to the Export Lessees,
      that:

      (a)   it is duly organised and validly existing under the laws of the
            Cayman Islands or Ireland (as appropriate) and the jurisdiction
            referred to in paragraph 2.1(d) of the relevant Accession Deed (in
            the case of any Alternative Export Lessee), and has full power,
            authority and legal right to own its property and carry on its
            business as presently conducted;

      (b)   it has the power and capacity to execute and deliver, and to perform
            its obligations under the Transaction Documents to which it is or
            will be a party and all necessary action has been taken to authorise
            the execution, delivery and performance of the same;

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<PAGE>

      (c)   it has taken all necessary legal action to authorise the person or
            persons who execute and deliver the Transaction Documents to which
            it is or will be a party to execute and deliver the same and thereby
            bind it to all the terms and conditions hereof and thereof and to
            act for and on behalf of it as contemplated hereby and thereby;

      (d)   the Transaction Documents to which it is or will be a party
            constitute or will when executed constitute its legal, valid and
            binding obligations enforceable in accordance with their terms
            subject only to the qualifications set out in the legal opinions to
            be provided to the Lenders in accordance with the provisions of
            Clause 2.9 (CONDITIONS PRECEDENT) (in respect of the Aircraft) and
            Schedule 6 (in respect of the Transaction Documents;

      (e)   the execution and delivery by it of, the performance of its
            obligations under, and compliance with the provisions of, the
            Transaction Documents to which it is or will be a party will not (i)
            contravene any existing Applicable Law to which it is subject, (ii)
            conflict with, or result in any breach of any of the terms of, or
            constitute a default under, any document, instrument or agreement to
            which it is a party or is subject or by which it or any of its
            assets may be bound, (iii) contravene or conflict with any provision
            of its constitutional documents, or (iv) result in the creation or
            imposition of, or oblige it to create, any Lien on or over any of
            its assets other than those created pursuant to the Transaction
            Documents;

      (f)   every consent, registration, licence and qualification required by
            it to enable it to carry on its business has been duly obtained or
            made and is in full force and effect and there has been no default
            in the observance or performance of any of the conditions or
            restrictions (if any) imposed on, or in connection with, any such
            consent, registration, licence and/or qualification;

      (g)   every consent, registration, licence and qualification required by
            it to authorise, or required by it in connection with, the
            execution, delivery, legality, validity, priority, enforceability,
            admissibility in evidence or effectiveness of the Transaction
            Documents to which it is or will be a party has been duly obtained
            or made and is in full force and effect and there has been no
            default in the observance or performance of any of the conditions or
            restrictions (if any) imposed on, or in connection with, any such
            consent, licence, registration and/or qualification;

      (h)   no litigation, arbitration or administrative proceeding is taking
            place, pending or threatened against it, or against any of its
            assets;

      (i)   it has not taken any action nor, to its knowledge or the knowledge
            of its officers, have any steps been taken or legal proceedings been
            started for any insolvency-related winding-up, dissolution or
            re-organisation or for the appointment of a receiver or
            administrative receiver, or an administrator, trustee or similar
            officer of it or of any or all of its assets;

      (j)   its obligations under the Transaction Documents to which it is or
            will be a party are, or will when the same are executed be, its
            direct, general and unconditional obligations and rank at least pari
            passu with all other present and future unsecured and unsubordinated
            obligations save for obligations mandatorily preferred by law;

      (k)   no Relevant Event or Termination Event has occurred and is
            continuing;

      (l)   except as otherwise permitted hereunder, there have been no
            amendments or supplements to its memorandum of association and
            by-laws or (as the case may be), articles of association from the
            form of those documents last seen by the Agent and the

                                    Page 27
<PAGE>

            memorandum of association and by-laws or (as the case may be),
            articles of association in the form last seen by the Agent remain in
            full force and effect;

      (m)   the board resolutions and, if applicable, power of attorney supplied
            by it to the Agent pursuant to the provisions of Clause 2.9
            (CONDITIONS PRECEDENT PRIOR TO FIRST UTILISATION) of this Agreement
            or pursuant to Schedule 6 (as the case may be) remain in full force
            and effect and have not been amended, supplemented, varied or
            revoked, in whole or in part since they were entered into and the
            authority therein given to the persons therein named to agree and
            execute on its behalf the Transaction Documents remains in full
            force and effect and has not been revoked, amended, supplemented or
            varied, in whole or in part; and

      (n)   it has not, prior to entering into the Transaction Documents,
            engaged in any business or transaction or entered into any contract
            or agreement with any person or otherwise created or incurred any
            liability to, or acquired any asset from, any person, other than any
            such transactions, contracts, agreements or liabilities or
            acquisitions of assets as (i) have been necessary solely in order
            for it to establish itself as a company duly incorporated and
            validly existing under the laws of its state of incorporation, (ii)
            have occurred pursuant to or are contemplated by any of the
            Transaction Documents or (iii) have been entered into by the Irish
            Export Lessee in connection with its acquisition of the LTU Aircraft
            and the interim financing thereof and the leasing thereof to LTU
            Lufttransport - Unternehmen GmbH.

6.3   REPRESENTATIONS AND WARRANTIES BY EACH FINANCE PARTY

      Each Finance Party makes the following representations and warranties to
      GFC, each Borrower and each Export Lessee on the date of this Agreement:

      (a)   it is a corporation, duly incorporated and validly existing under
            the law of its jurisdiction of incorporation and has full power,
            authority and legal right to own its property and carry on its
            business as presently conducted;

      (b)   it has the power and capacity to execute and deliver, and to perform
            its obligations under the Transaction Documents to which it is or
            will be a party and all necessary action has been taken to authorise
            the execution, delivery and performance of the same; and

      (c)   it has taken all necessary legal action to authorise the person or
            persons who execute and deliver the Transaction Documents to which
            it is or will be a party to execute and deliver the same and thereby
            bind it to all the terms and conditions hereof and thereof and to
            act for and on behalf of itself as contemplated hereby and thereby.

6.4   REPETITION

      The representations and warranties set out in Clauses 6.1 and 6.2, in the
      case of an Obligor which is a party to this Agreement on the date of this
      Agreement, are made by that Obligor on that date and, in the case of a
      party which enters into an Accession Deed after the date of this
      Agreement, will be deemed to be made by that party on the date it executes
      an Accession Deed.

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<PAGE>

7     UNDERTAKINGS AND COVENANTS

7.1   GENERAL COVENANTS OF THE EXPORT LESSEES

      Until all of the Secured Loan Obligations have been paid in full, each
      Export Lessee hereby undertakes and covenants with each of the Lenders and
      the Representatives (in respect of itself only) that from the date of this
      Agreement, or if later, the date upon which such Obligor accedes to this
      Agreement:

      (a)   it shall remain duly incorporated and validly existing under the
            laws of the Cayman Islands (in the case of the Cayman Export
            Lessee,) Ireland (in the case of the Irish Export Lessee) and the
            laws of the jurisdiction stated in paragraph 2.1(d) of the relevant
            Accession Deed (in the case of each Alternative Export Lessee);

      (b)   at all times, it shall comply and procure the compliance with all
            laws and regulations applicable to it and which are necessary in
            relation to the conduct of its business generally, and it shall
            obtain, maintain in full force and effect and comply in all material
            respects with, any present or future authorisations (governmental or
            otherwise), approvals, licences and consents and do, or cause to be
            done, all other acts and things, in each case, which may from time
            to time be necessary for the continued due performance of its
            obligations under the Transaction Documents;

      (c)   it shall inform the Agent of the occurrence of any Relevant Event or
            Termination Event, promptly upon becoming aware of the same and
            shall provide the Agent with full details of any steps which it is
            taking, or is considering taking, in order to remedy or mitigate the
            effect of any Relevant Event or such Termination Event or otherwise
            in connection therewith;

      (d)   it shall inform the Agent of any steps it is taking in respect of
            repossessing any Aircraft from a Lessee or Sub-Lessee;

      (e)   it shall pay and discharge all Taxes and governmental charges prior
            to the date on which the same become overdue unless, and only to the
            extent that, such Taxes and charges shall be contested in good faith
            by appropriate proceedings, pending determination of which payment
            may lawfully be withheld, and there shall be set aside adequate
            reserves with respect to any such Taxes or charges so contested (if
            required in accordance with generally accepted accounting
            principles);

      (f)   it shall comply with its constitutional documents and shall not
            amend any provision of its constitutional documents or permit any
            amendment thereto;

      (g)   Subject to Clause 7.8 and Clause 9.1(d), it shall, promptly, upon
            being requested so to do by any Representative take all such steps
            and enter into and execute all such documents of whatsoever nature
            in order to enable such Representative to effect any registration,
            recording, filing, notarisation or any other action in respect of
            any of the Transaction Documents to which it is a party, in each
            case, which is required by law or reasonably requested by either
            Representative to ensure the validity, enforceability or priority of
            the liabilities and obligations of the relevant Obligor or the
            rights of each Representative and/or each of the Lenders under any
            of the Transaction Documents;

      (h)   it shall not, without the prior written consent of the Agent,
            conduct any business other than the acquisition, leasing and sale of
            the Aircraft and the transactions contemplated by the Transaction
            Documents to which it is a party and such activities and matters
            incidental to any of the foregoing;

                                     Page 29
<PAGE>

      (i)   it shall not, without the prior written consent of the Agent, incur
            any liability to any person, other than:

            (i)   a liability for Tax or other charges arising under Applicable
                  Law to a Government Entity; or

            (ii)  liabilities pursuant to or in respect of the Intra-Group
                  Financing Arrangements; or

            (iii) any liability under the Transaction Documents or reasonably
                  ancillary thereto; or

            (iv)  any liability that is an ordinary operating cost or overhead
                  expense or is otherwise in the ordinary course of its
                  permitted business;

      (j)   it shall ensure that at all times its obligations under the
            Transaction Documents rank at least pari passu with its obligations
            owed to all its unsecured creditors save for obligations mandatorily
            preferred by law;

      (k)   it shall duly observe and perform all of its covenants, obligations
            and conditions which are required to be observed and performed on
            its part under each of the Transaction Documents to which it is,
            from time to time, a party;

      (l)   it shall not create or acquiesce in the creation or permit to exist
            any Lien (other than any Permitted Lien) on or affecting the
            Aircraft or the Insurances in relation to any Aircraft (or any
            relevant Engine or Part);

      (m)   if it is required under local law to prepare audited annual
            financial statements, it shall deliver to the Agent sufficient
            copies for distribution to each of the Lenders of its audited annual
            financial statements for each of its financial years (which shall be
            prepared in accordance with generally accepted accounting principles
            and practices in its jurisdiction of incorporation and which shall
            give a true and fair view of the profits and losses for the relevant
            financial year at the end of such financial year) as soon as
            practicable and not later than one hundred and eighty (180) days
            after the end of the financial year to which they relate;

      (n)   it shall procure that at all times a majority of the members of its
            board of directors shall be officers or employees of a GATX Group
            Company (unless such requirement is contrary to local requirements
            in its jurisdiction of incorporation or is impractical due to local
            law requirements) and it shall procure further that no member of its
            board of directors shall be replaced or substituted (other than by
            another officer or employee of a GATX Group Company) without the
            prior written consent of the Security Trustee (which consent shall
            be exercisable in the reasonable discretion of the Security Trustee)
            unless such substitution is required in order to comply with any
            local requirement of its jurisdiction of incorporation or is
            required for a practical reason due to local law requirements;

      (o)   it shall inform the Representatives promptly after it becomes aware
            of the Total Loss of any Aircraft or of any occurrence which, with
            the lapse of time, would or would be likely to constitute a Total
            Loss of any Aircraft, the relevant Export Lessee shall provide such
            details of such Total Loss or other occurrence as each
            Representative may reasonably request;

      (p)   it shall inform the Representatives promptly after it becomes aware
            of any:

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<PAGE>

            (i)   Lien which has arisen over or in respect of any of the
                  Aircraft or any Part thereof other than any Permitted Lien; or

            (ii)  any steps being taken by the holders of any Lien (including
                  any Permitted Lien) to exercise or enforce that Lien or any
                  rights in respect thereof;

      (q)   it shall not voluntarily wind itself up;

      (r)   it shall not knowingly do anything or take any action or omit to
            take any action which has or may have the effect of prejudicing the
            entitlement of any Representative or any of the Lenders against a
            liquidator, receiver, administrator or similar officer or official,
            to all rights, monies and property owed to any Representative or any
            of the Lenders by the relevant Obligor (as the case may be) pursuant
            to the Transaction Documents to which it is a party;

      (s)   save as contemplated pursuant to the Transaction Documents, the
            Intra-Group Financing Arrangements or any arrangements to be
            implemented pursuant to Clause 7.9, it shall not sell, lease,
            transfer or otherwise dispose of, by one or more transactions or
            series of transactions (whether related or not), the whole or any
            part of its revenues or assets; and

      (t)   save as contemplated pursuant to the Transaction Documents, the
            Intra-Group Financing Arrangements or any arrangements to be
            implemented pursuant to Clause 7.9, it shall not sell or otherwise
            dispose of its interest in any Aircraft until the Loan in respect of
            such Aircraft has been paid in full and the Security Trustee
            confirms in writing to GFC that the Secured Loan Obligations in
            respect of such Loan have been satisfied in full;

      (u)   in the case of the Cayman Borrower and each other Borrower
            incorporated in the Cayman Islands, it will not take any action, nor
            permit any action to be taken, which would result in it ceasing to
            be an exempted limited company in the Cayman Islands;

      (v)   it shall not without the prior written consent of the Agent create
            or permit to subsist any Lien over all or any of its present and
            future revenues and assets other than a Permitted Lien;

      (w)   it shall review every three (3) months any currency exposure it may
            have in respect of Insurances taken out in a currency different from
            the currency of the Loan relating to the Aircraft to which such
            Insurances relate.

7.2   LEASING AND INSURANCE COVENANTS OF EXPORT LESSEES

7.2.1 Until all of the Secured Loan Obligations have been paid in full, each
      Export Lessee hereby undertakes and covenants with each of the Finance
      Parties separately and severally from the date of this Agreement or, if it
      is not a party to this Agreement on the date of this Agreement, from the
      date upon which such Export Lessee accedes to this Agreement that, save as
      may be agreed from time to time with the Agent, it shall ensure that each
      Lease of an Aircraft which is being leased by it complies with the Minimum
      Lease Provisions. In addition, each Export Lessee in respect of itself and
      in respect of Aircraft leased to it pursuant to a Credit Sale Agreement
      shall:

      (a)   ensure that each Lease is in English;

      (b)   with the exception of the Credit Sale Agreement or any Intermediate
            Lease, ensure that no Aircraft is subject to any instalment sale
            agreement, conditional sale agreement

                                     Page 31
<PAGE>

            or other lease-purchase agreement conferring upon the bailee any
            ownership right, title or interest to or in the relevant Aircraft,
            including, without limitation, by means of a purchase option at a
            nominal price, without obtaining the prior written approval of the
            Agent (acting on the instructions of the Majority Lenders) provided
            always that Export Lessees may grant a purchase option over any
            Aircraft to any Lessee if the exercise of such option is expressly
            conditional on the Aircraft Security Documents for such Aircraft
            having been discharged;

      (c)   ensure that each Aircraft shall, unless in or imminently scheduled
            for major maintenance or modification or as otherwise agreed by the
            Agent (acting on the instructions of the Majority Lenders), be
            registered in the jurisdiction of incorporation (other than the
            Cayman Islands) or such of:

            (i)   the Borrower which is the owner of such Aircraft (including in
                  the name of an owner trustee on behalf of the Borrower in the
                  United States of America); or

            (ii)  if such Aircraft is an Off-Lease Aircraft, the Export Lessee
                  which is leasing such Aircraft pursuant to a Credit Sale
                  Agreement; or

            (iii) a Lessee; or

            (iv)  any Sub-Lessee, or

            (v)   such other jurisdiction as the Agent may consent to in writing

            in each case with the interests of the relevant Borrower as owner
            noted on the register of the relevant Aviation Authority to the
            extent permitted by Applicable Law;

      (d)   ensure that throughout the period of the relevant Loan, legal title
            to the Aircraft financed under such Loan shall vest in a Borrower.
            The relevant Export Lessee shall (at its own cost) take all steps,
            or procure that all steps are taken, which are required by law in
            the State of Registration and the jurisdiction in which the Lessee
            or any Sub- Lessee has its principal place of business to protect
            and perfect the relevant Borrower's ownership interest in the
            Aircraft;

      (e)   in the event that any proposed leasing structure requires an
            Intermediate Lease, ensure that such Intermediate Lease shall be
            made between two Export Lessees, ensure that such Intermediate Lease
            is expressly subject and subordinate to the Credit Sale Agreement
            and the Mortgage and ensure that the relevant Export Lessee who is
            the lessor under such Intermediate Lease executes in favour of the
            Security Trustee an Intermediate Lease Security Assignment with
            respect to such Intermediate Lease;

      (f)   it shall comply or procure compliance with all of the
            Insurance Undertakings in respect of such Aircraft, Provided
            Always that such Export Lessee shall not be in breach of this
            Clause 7.2.(f) in relation to the Insurances effected with
            respect to any Aircraft if:

            (i)   such Insurances are not in compliance with the requirements of
                  the Insurance Undertaking (any such Insurance Undertaking in
                  respect of which an Export Lessee is not in compliance from
                  time to time being referred to herein as a NON-COMPLIANT
                  MATTER); and

            (ii)  such Export Lessee has notified the Agent of the details of
                  such Non-Compliant Matter; and

            (iii) either:

                                     Page 32
<PAGE>

                  (aa)  the Agent (acting solely on the instructions of the
                        National Agents) has granted a waiver in respect of such
                        Non-Compliant Matter; or

                  (bb)  the Agent has not given notice to such Export Lessee
                        requiring such Non-Compliant Matter to be complied with;

      (g)   manage or procure that GFC shall manage each Aircraft and the Lease
            pursuant to which it is leased at any time, monitor the Lessee's
            performance of its obligations in the Lease and take such action
            after an event of default thereunder in each case in accordance with
            the Standard;

      (h)   notify the Agent in writing promptly upon the installation on any
            Aircraft of any leased equipment to which the relevant Borrower
            shall not take title and which has a value greater than one million
            dollars (US$1,000,000);

      (i)   promptly after the Delivery Date for each Aircraft provide the Agent
            with a list of any lessee furnished equipment on such Aircraft and
            procure that, as at the redelivery date under such Lease, such
            equipment is either removed from such Aircraft or title thereto is
            transferred to the relevant Borrower;

7.2.2 Save as the Export Credit Agencies may agree from time to time, an Export
      Lessee shall not permit an Aircraft to be delivered to a Lessee (if it is
      a technical operator of aircraft) or a Sub-Lessee (if the Lessee is not a
      technical operator of aircraft and the Sub-Lessee is a technical operator
      of aircraft) (OPERATOR LESSEE) directly under a Lease or indirectly under
      a Sub-Lease if such delivery is to a Operator Lessee which is the first
      Operator Lessee of such Aircraft and unless each of the National Agents
      agree otherwise in writing (i) as a result of delivery of that Aircraft to
      that Operator Lessee more than twenty five per cent, of the Aircraft
      either financed under this Agreement and approved by the Export Credit
      Agencies for such financing (rounded down to the nearest whole number and
      determined by number and not by value) would be Home Country Aircraft or
      (ii) such Operator Lessee is incorporated or has its principal place of
      business in the United States of America.

7.2.3 The restrictions set out in Clause 7.2.2 shall not:

      (a)   prevent the delivery of an Aircraft to an Operator Lessee which is
            not the first Operator Lessee of that Aircraft since its Delivery
            Date provided that the Lease or Sub-Lease to such Operator Lessee
            commences on or after the second anniversary of the Delivery Date of
            such Aircraft; or

      (b)   prevent the delivery of an Aircraft to an Operator Lessee in breach
            of any such restrictions following the bona fide repossession of
            such Aircraft by, or the delivery or redelivery of such Aircraft to,
            the relevant Borrower or relevant Export Lessee as a result of the
            termination of the leasing of such Aircraft under a previous Lease
            prior to its scheduled expiry date as a result of a default
            termination of the relevant Lease.

      (c)   require the prepayment of a Loan in respect of a Home Country
            Aircraft if any such limit is breached as a result of (i) the
            prepayment of a Loan in respect of another Aircraft (by reason of
            the Total Loss of such Aircraft) or (ii) the termination or expiry
            of the leasing of another Aircraft which is not a Home Country
            Aircraft.

      For the avoidance of doubt, in the case of a Refinanced Aircraft, the
      first Operator Lessee of such Refinanced Aircraft shall continue to be the
      relevant Lessee as at the Delivery Date notwithstanding the novation and
      amendment of the relevant Lease.

7.2.4

                                     Page 33
<PAGE>

      (a)   If, at any time, more than twenty-five per cent, of all the Aircraft
            financed under this Agreement and approved by the Export Credit
            Agencies for such financing (rounded down to the nearest whole
            numbers and determined by number and not by value) are Home Country
            Aircraft, the Agent may at the direction of the National Agents and
            the German Parallel Lender serve a notice (the HOME COUNTRY NOTICE)
            on the relevant Export Lessee requiring the prepayment of Loans
            relating to Home Country Aircraft so that the provisions of Clause
            7.2.2 are then complied with. The Agent shall consult with the
            relevant Export Lessee as to the identity of the specific Loans
            which shall be prepaid and the relevant Export Lessee shall procure
            that the relevant Borrower prepays the amounts specified in Clause
            4.10.1 (MANDATORY PREPAYMENT EVENT) in accordance with Clause 4.10.3
            on the date falling 5 Business Days after the Agent has notified the
            relevant Borrower of the amounts to be prepaid in accordance with
            Clause 4.10.1 (MANDATORY PREPAYMENT EVENT).

      (b)   If the restriction set out in Clause 7.2.2(ii) is breached in
            respect of any Aircraft, the Agent may at the direction of the
            Export Credit Agencies serve a notice (the US RESTRICTION NOTICE) on
            the relevant Export Lessee requiring the prepayment of the Loan in
            respect of the relevant Aircraft. The relevant Export Lessee shall
            procure that the relevant Borrower shall prepay the amounts
            specified in Clause 4.10.1 (MANDATORY PREPAYMENT EVENT) in
            accordance with 4.10.3 (MANDATORY PREPAYMENT EVENT) on the date
            falling five (5) Business Days after the Agent has notified the
            relevant Borrower of the amounts to be prepaid in accordance with
            Clause 4.10.1 (MANDATORY PREPAYMENT EVENT).

7.2.5 Inspection

      (a)   Prior to the occurrence of a Relevant Event, the relevant Export
            Lessee shall, upon the request (in this Clause 7.2.5, a REQUEST) of
            the Agent, which shall not be given more frequently than once a
            year, provide the Agent promptly with copies of the inspection
            reports (if any) which have been prepared for the relevant Export
            Lessee pursuant to the provisions of the relevant Lease in respect
            of the Aircraft specified in the Request. If no inspection report
            has been prepared at such time for a particular Aircraft but an
            inspection report has been prepared for an Export Lessee in relation
            to an aircraft leased to the same lessee as the Lessee of such
            Aircraft by an Obligor, the relevant Export Lessee shall procure
            that a copy of such inspection report is promptly provided to the
            Agent. If the inspection report shows, or any other information
            which has come to the attention of the Agent shows, that repairs to
            the Aircraft are required in order for the terms of this Agreement
            to be complied with, the Agent shall be entitled to request that an
            inspection report be prepared for the Aircraft specified in the
            Request. The relevant Export Lessee shall provide evidence to the
            Agent verifying that any repairs recommended by the inspection
            reports have been completed provided that, if the Aircraft is leased
            to a Lessee at such time, the relevant Export Lessee shall procure
            that the relevant Lessee provides such evidence in accordance with
            the terms of the relevant Lease and the relevant Export Lessee shall
            only be under an obligation to provide such evidence to the Agent
            upon receipt by the relevant Export Lessee of such evidence from the
            relevant Lessee.

      (b)   The relevant Export Lessee shall ensure that it shall be entitled
            under the terms of the relevant Lease, on receiving notice from the
            Agent after the occurrence of a Relevant Event (other than a
            Relevant Event occurring solely due to the acts or omissions of a
            Borrower provided that such acts or omissions shall not have been
            caused by an act or omission of another Obligor) and so long as the
            same is continuing, to require that the relevant Lessee or
            Sub-Lessee gives permission to the Agent or its duly authorised
            agent, to inspect the relevant Aircraft, Technical Records or Engine
            at such time as the Agent may specify in its notice or such other
            time as may be mutually agreed between

                                    Page 34
<PAGE>

            the relevant Export Lessee and the Agent. The Agent shall have no
            duty to make any such inspection and shall not incur any liability
            or obligation by reason of not making any such inspection.

      (c)   The relevant Export Lessee shall procure that for the purposes
            referred to in Clause 7.2.5(a) and (b) and subject to the
            limitations therein contained, the Agent and its duly authorised
            surveyors shall be permitted such access to the Aircraft as the
            Agent shall reasonably require in order to satisfy the Agent that
            the relevant Export Lessee is complying with its obligations under
            this Agreement PROVIDED THAT the light of the Agent to inspect the
            Aircraft or to have the Aircraft surveyed shall not be exercised so
            as to unreasonably disrupt the normal commercial operation of the
            Aircraft. The relevant Export Lessee shall procure that the Lessee
            shall as soon as is practicably consistent with the requirements of
            the maintenance programme described in the relevant Lease and
            approved by the Aviation Authority, effect such repairs to the
            relevant Aircraft as shall be shown by the inspection to be required
            in order for the terms of this Agreement to be complied with. The
            relevant Export Lessee shall provide evidence to the Agent verifying
            that any repairs recommended by the inspection reports have been
            completed provided that if the Aircraft is leased to a Lessee at
            such time, the relevant Export Lessee shall use all reasonable
            endeavours to ensure that the relevant Lessee provides such evidence
            in accordance with the terms of the relevant Lease and Export Lessee
            shall only be under an obligation to provide such evidence to the
            Agent upon receipt by the relevant Export Lessee of such evidence
            from the relevant Lessee.

      (d)   The cost of any such inspections referred to in this Clause 7.2.5
            shall be borne by the relevant Export Lessee and the relevant Export
            Lessee shall reimburse the Agent for all reasonable costs and
            expenses incurred by the Agent or its nominees in conducting any
            such inspection (including further inspection reports confirming
            that the defects or deficiencies have been corrected) including,
            without limitation, any reasonable fees payable to technical experts
            and/or out of pocket Expenses.

7.2.6 If an Aircraft is an Off-Lease Aircraft, then:

      (a)   unless the Security Trustee (acting on the instructions of the
            Majority Lender's) otherwise agrees, the relevant Aircraft shall be
            registered in the name of the relevant Borrower or the relevant
            Export Lessee (as the case may be) in the United States, the United
            Kingdom, Ireland or such other jurisdiction as the Agent (acting on
            the instructions of the National Agents and the German Parallel
            Lender) may consent to in writing, and to the extent permitted by
            Applicable Law, the relevant Mortgage shall be registered in the
            aircraft mortgage register with the Aviation Authority;

      (b)   the relevant Export Lessee shall at all times carry out the
            Operations Undertaking and the Replacement of Parts, Alterations,
            Modifications and Additions Undertakings.

7.3   BORROWER COVENANTS

      Until all of the Secured Loan Obligations have been satisfied in full,
      each Borrower hereby undertakes and covenants with each Finance Party
      (severally as to itself only) that from the date of this Agreement:

      (a)   it shall remain duly incorporated and validly existing under the
            laws of the Cayman Islands (in the case of the Cayman Borrower),
            Ireland (in the case of the Irish Borrower) or the laws of the
            jurisdiction stated in paragraph 2.1(d) of the relevant Accession
            Deed (in the case of each Alternative Borrower and Alternative
            Export Lessee);

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      (b)   it will limit its business exclusively to the purchase, financing,
            leasing and disposal of the Aircraft and the transactions
            contemplated by the Transaction Documents and matters reasonably
            incidental thereto;

      (c)   will not, without the prior written consent of the Agent, enter
            into, any contract or agreement with any person, and will not,
            without the prior written approval of the Agent otherwise create or
            incur, any liability to any person, in each case other than as
            provided for, or contemplated by, the Transaction Documents executed
            or to be executed by it or other than such liabilities with respect
            to Taxes, ordinary costs and overhead expenses as have arisen or may
            arise in the ordinary course of its business as referred to in the
            immediately preceding paragraph;

      (d)   to the extent possible pursuant to applicable law, it will obtain or
            cause to be obtained, maintain in full force and effect and comply
            in all material respects with the conditions and restrictions (if
            any) imposed in, or in connection with, every consent,
            authorisation, licence or approval of governmental or public bodies
            or authorities or courts and do, or cause to be done, all other acts
            and things, which may from time to time be necessary or desirable
            under applicable law for the continued due performance of all its
            obligations under the Transaction Documents;

      (e)   subject to indemnification in respect of such Taxes (other than
            those in respect of which it is personally liable) pursuant to the
            terms of this Agreement, it will promptly discharge or procure the
            discharge of all or any Taxes which are payable by it from time to
            time;

      (f)   in the case of the Cayman Borrower and each other Borrower
            incorporated in the Cayman Islands, it will not take any action, nor
            permit any action to be taken, which would result in it ceasing to
            be an exempted limited company in the Cayman Islands;

      (g)   to the extent possible pursuant to applicable law, it will duly
            observe and perform all the covenants, obligations and conditions
            which are required to be observed and performed by it under the
            Transaction Documents;

      (h)   it will not exercise any right, power or discretion vested in it
            pursuant to any Transaction Document otherwise than in a manner
            consistent with the provisions thereof;

      (i)   not without the prior written consent of the Agent create or permit
            to subsist any lien over all or any of its present and future
            revenues and assets other than a Permitted Lien; and

      (j)   it will take such action as the Security Trustee shall reasonably
            require to maintain the rights granted to the Security Trustee, the
            Agent and/or the Lenders under the Transaction Documents and to take
            such action as the Security Trustee may require in relation to the
            exercise of the rights of such Borrower under the Transaction
            Documents.

7.4   GFC COVENANTS

7.4.1 Until all of the Secured Obligations have been satisfied in full, GFC
      hereby undertakes and covenants with each of the Finance Parties from the
      date of this Agreement that:

      (a)   it shall ensure that on the Delivery Date, in respect of any
            Refinanced Aircraft, legal and beneficial ownership of such Aircraft
            is transferred to the relevant Borrower free and clear of all Liens
            (other than Permitted Liens);

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<PAGE>

      (b)   it shall inform the Agent of the occurrence of any Relevant Event,
            Termination Event or Trigger Event promptly after becoming aware of
            the same;

      (c)   it shall furnish to the Security Trustee in sufficient copies for
            each Lender (which the Security Trustee shall promptly furnish to
            each Lender):

            (i)   as soon as available, and in any event within one hundred and
                  twenty (120) days after the end of each fiscal year of GFC,
                  the audited financial statements and annual audit report of
                  the GATX Group for such fiscal year beginning with the year
                  ending 31 December 2001 prepared on a consolidated basis and
                  in conformity with generally accepted accounting principles in
                  the United States of America and certified by Ernst & Young or
                  by another independent United States of America certified
                  public accountant of recognised national standing in the
                  United States of America selected by GFC;

            (ii)  as soon as available, and in any event within sixty (60) days
                  after the end of each quarter (except the last quarter) of
                  each fiscal year of GFC, the unaudited financial statements of
                  the GATX Group for such quarter prepared in a manner
                  consistent with the audited financial statements referred to
                  in Paragraph 2.1 (a);

            (iii) promptly after the filing or making thereof, copies of all
                  8-K's (other than 8-K's relating solely to the issuance by GFC
                  of securities pursuant to an effective registration
                  statement), 10-Q's, 10-K's, and other material reports or
                  registration statements filed by GFC with or to any securities
                  exchange or the Securities and Exchange Commission;

            (iv)  from time to time such other information concerning (x) GFC's
                  or any GATX Group Company's operations, business affairs and
                  financial condition, (y) the Aircraft or any of them or (z)
                  any Lessee or Sub-Lessee as the Agent or the Security Trustee
                  (acting on the instructions of any Export Credit Agency) may
                  reasonably request; and

      (d)   it undertakes and agrees for the benefit of the Finance Parties that
            (a) it shall not exercise or attempt to exercise its rights under
            the Call Option Agreement relating to a Borrower to purchase the
            shares in such Borrower unless and until the Secured Loan
            Obligations have been fully and finally discharged (b) such Borrower
            shall be not entitled to make any Utilisation under this Agreement
            at any time after the exercise by GFC of the Call Option relating to
            such Borrower (c) it shall not amend the Call Option Agreement
            without the prior consent of the Security Trustee (d) it shall not
            seek to register its rights under the Call Option Agreement on any
            register where such rights are capable of being registered and (e)
            the Call Option Agreement shall terminate upon the Security Trustee
            exercising its rights under the Irish Borrower Share Charge. It
            further acknowledges that the Call Option Agreement shall be subject
            and subordinate to any security created in favour of the Security
            Trustee pursuant to the Aircraft Security Documents.

7.4.2 The Finance Parties acknowledge and agree that (a) in addition to managing
      the Aircraft financed under this Agreement, GFC may manage, and shall be
      entitled to manage, from time to time the separate assets and business of
      (i) GATX Corporation and its Affiliates, (ii)GATX/CL Air Leasing
      Cooperative Association, (iii) GATX A321 Partners, LDC, (iv) GATX 737-800
      Partner's, LDC, (v) GATX 737NG Partners Ltd., (vi) GATX 737-800 Partners
      III, Ltd. and (vii) other third or related parties (the assets of the
      parties described in (i), (ii), (iii), (iv), (v), (vi) and (vii) aforesaid
      are collectively hereinafter referred to as the OTHER MANAGED AIRCRAFT);
      and (b) in the course of conducting such activities, GFC may from

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<PAGE>

      time to time have conflicts of interest in performing its duties on behalf
      of the various entities to whom it provides management services and with
      respect to the various assets in respect of which it provides management
      services.

7.4.3 If conflicts of interest arise regarding the management of (a) a
      particular Aircraft, on the one hand, and another Aircraft, on the other
      hand, or (b) any Aircraft, on the one hand, and any Other Managed
      Aircraft, on the other hand, GFC shall perform such management services in
      good faith and, without prejudice to the generality of the foregoing, to
      the extent (i) such Aircraft or (ii) such Aircraft and such Other Managed
      Aircraft are substantially similar in terms of objectively identifiable
      characteristics relevant for purposes of the particular management
      services to be performed, GFC shall not discriminate among such Aircraft
      or between such Aircraft and such Other Managed Aircraft, respectively, on
      an unreasonable basis.

7.4.4 If requested, GFC agrees promptly to either (a) confirm to the Agent in
      writing that it has not entered into any agreement (howsoever called)
      which creates Financial Indebtedness and contains a clause similar to
      Clause 10.1(1) of this Agreement with a threshold amount less than
      $15,000,000 or (b) inform the Agent in writing if it has entered into an
      agreement (howsoever called) which creates Financial Indebtedness and
      contains a clause similar to clause 10.1(1) of this Agreement with a
      threshold amount less than $15,000,000.

7.5   INTENTIONALLY LEFT BLANK

7.6   QUIET ENJOYMENT LEASES

7.6.1 Subject to Clause 7.6.3, the relevant Borrower and the Security Trustee
      (on behalf of the Finance Parties) shall, in respect of any Lease which is
      a Quiet Enjoyment Lease, on the Delivery Date for the relevant Aircraft
      issue a Quiet Enjoyment Undertaking in favour of the relevant Lessee
      covenanting that (in the case of the Borrower, in respect of itself and,
      in the case of the Security Trustee, in respect of itself and the Finance
      Parties) none of the Borrower, the Lenders, the Security Trustee nor the
      Agent nor anyone lawfully claiming through such person will interfere with
      the lawful use, possession and quiet enjoyment of the relevant Aircraft by
      such Lessee in accordance with the relevant Lease for so long as no "event
      of default" (however described) under and as defined in the relevant Lease
      has occurred and is continuing.

7.6.2 None of the Borrower, the Lenders, the Security Trustee nor the Agent nor
      anyone lawfully claiming through such person will interfere with the
      lawful use, possession and quiet enjoyment of any Aircraft by any Export
      Lessee under a Credit Sale Agreement for so long as no Termination Event
      has occurred which is continuing.

7.6.3 The Borrower and the Security Trustee shall not be required to give a
      Quiet Enjoyment Undertaking referred to in Clause 7.6.1 with respect to an
      Aircraft and a Lease if (i) a Termination Event shall have occurred and be
      continuing, (ii) (other than in the case of the LTU Aircraft and the Lease
      pursuant to which the LTU Aircraft is being leased to LTU Lufttransport -
      Unternehmen GmbH as of the Signing Date) the relevant Export Lessee shall
      not have delivered to the Security Trustee at least five (5) Business Days
      prior to the proposed date of commencement of the leasing of such Aircraft
      pursuant to the relevant Lease the documents set out in Schedule 6 Part IV
      and (iii) an acknowledgement of the notice of Lease Security Assignment
      shall not have been executed by the Lessee on the relevant Delivery Date
      or, in respect of re-leased Aircraft, when the Aircraft is delivered to
      the Lessee.

7.7   COVENANTS IN RESPECT OF EXPORT LESSEES

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7.7.1 GFC shall be entitled, to transfer up to seventy (70) per cent. of its
      direct or indirect shareholding in any Export Lessee to third parties
      subject to the following:

      (a)   it shall have given at least fifteen (15) Business Days written
            notice to the Agent of its intention to transfer any of its
            shareholdings in any Export Lessee including details of:

            (i)   the relevant Export Lessee in which it wishes to transfer the
                  shares;

            (ii)  the number of shares to be transferred and such number of
                  shares expressed as a percentage of the entire issued share
                  capital of such Export Lessee at the time;

            (iii) details of the proposed transferee including a copy of its
                  latest audited financial statements, details of its directors
                  and the holders of the entire issued share capital;

            (iv)  all such other information and documents that the Agent may
                  reasonably request of GFC.

      (b)   no Termination Event has occurred and is continuing;

      (c)   the National Agents (acting on the instructions of the Export Credit
            Agencies) have consented to the proposed transfer;

      (d)   any Expenses of the Representatives in respect of such transfer
            shall be for the account of GFC.

7.7.2 In the event that GFC transfers a part of its direct or indirect
      shareholding in an Export Lessee to a third party in accordance with
      Clause 7.7.1, GFC may at the same time as it gives the notice referred to
      in Clause 7.7.1 (a) give notice to the Agent that it wishes the Lenders
      and the Export Credit Agencies to consent to the proposed transferee, or
      any approved Affiliate thereof approved by the Export Credit Agencies,
      becoming a replacement guarantor for part of the obligations of the
      Guarantor under the Guarantee. The Lenders and Export Credit Agencies
      shall consider any such request in good faith but without obligation and,
      in the event of their providing their consent, the concerned person shall
      become a Guarantor by means of the guarantor accession provisions set
      forth in the Guarantee. Any Expenses incurred by the Lenders, the
      Representatives or the Export Credit Agencies in considering, discussing
      or implementing such replacement guarantee shall be for the account of
      GFC.

7.8   COVENANT TO REGISTER MORTGAGE

      Each Export Lessee shall procure that as from the commencement of the
      leasing of any Aircraft (or at such other time in accordance with the
      provisions of Clause 9.1 (c) (Trigger Event) by it pursuant to a Lease as
      a result of which such Aircraft shall be registered in a State of
      Registration which maintains a public register of aircraft mortgages, (or
      as soon thereafter as is reasonably practicable) there shall be a Mortgage
      in respect of such Aircraft duly executed by the relevant Borrower in
      favour of the Security Trustee and duly registered at the appropriate
      Aviation Authority from time to time PROVIDED THAT, subject to Clause 9.1
      (c) the Export Lessee shall not be so required to procure the registration
      of such Mortgages if: (i) the Agent agrees that the cost of such
      registration (whether in respect of registration fees, stamp duty or
      notarial fees) is more than nominal and (ii) the Agent has received (in a
      reasonably satisfactory form) a legal opinion from reputable counsel in
      the jurisdiction of the Lessee (or Sub-Lessee) confirming that the rights
      of the Security Trustee to terminate the relevant Lease and repossess the
      Aircraft pursuant to the relevant Lease Security Assignment

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<PAGE>

      and the relevant Borrower Security Assignment gives at least equivalent
      protection as such rights the Security Trustee would have enjoyed if the
      Mortgage had been registered.

7.9   CHANGE OF OWNERSHIP, LEASING STRUCTURE AND/OR LESSEE WITH RESPECT TO AN
      AIRCRAFT

7.9.1 The Finance Parties hereby acknowledge that it may be necessary, from time
      to time dining
      the Security Period, to change the ownership, leasing structure and/or
      Lessee with respect to any Aircraft.

7.9.2 The Finance Parties hereby agree to consent to any change of ownership,
      leasing structure and/or Lessee with respect to any Aircraft, and
      co-operate in a timely manner with GFC to give effect to such change,
      provided that (i) such change of ownership and/or leasing structure shall
      only involve Borrowers and Export Lessees and (ii) the following
      conditions are satisfied:

      (a)   GFC shall have given to the Agent twenty (20) Business Days written
            notice prior to the proposed effective date of the proposed change
            (PROPOSED EFFECTIVE DATE) details of the following:

            (i)   the affected Aircraft;

            (ii)  the proposed change in the ownership and/or leasing structure,
                  each affected Borrower, each affected Export Lessee and each
                  other person that will play a material role in the proposed
                  ownership and/or leasing structure of such Aircraft;

            (iii) if such change involves a change of Lessee:

                  (aa)  the identity of the new Lessee;

                  (bb)  the jurisdiction of the proposed State of Registration
                        of the Aircraft; and

                  (cc)  the date the leasing of the Aircraft to the new Lessee
                        is scheduled to commence.

      (b)   GFC shall have agreed the following with the Agent at least five (5)
            Business Days prior to the Proposed Effective Date:

            (i)   if the change involves a change in ownership of the affected
                  Aircraft, the documentation pursuant to which title to the
                  Aircraft will be transferred from one Borrower to another
                  Borrower;

            (ii)  all Head Lessor Transfer Certificates and Export Lessee
                  Transfer Certificates (if any) required in connection with
                  such change;

            (iii) if the change involves any change in the Borrowers and/or
                  Export Lessees involved in such ownership and leasing
                  structure:

                  (aa)  such other documents as the Agent shall require to
                        ensure the Finance Parties are in no worse position than
                        they would be with regard to the Aircraft and the
                        Transaction Documents if the current Borrower and Export
                        Lessee or Export Lessees (as the case may be) involved
                        in the leasing structure were not to change (including,
                        without limitation, corporate approval documents for
                        each affected Borrower and Export Lessee); and

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                  (bb)  such legal opinion or opinions as the Agent shall
                        require to demonstrate that the Finance Parties will be
                        in no worse position than they would be in with regard
                        to the Aircraft and the Transaction Documents if the
                        current Borrower and the Export Lessee or Export Lessees
                        (as the case may be) involved in the leasing structure
                        were not to change; and

            (iv)  if the change involves a change in the Lessee, the condition
                  precedent documents set out in Part IV of Schedule 6.

      Any change in ownership and/or leasing structure satisfying the
      requirements of this Clause 7.9.2 is referred to as a PERMITTED CHANGE.

7.9.3 Provided all of the documents and opinions referred to in Clause 7.9.2(b)
      relating to a Permitted Change have been agreed with the Agent in
      accordance with such Clause and, if such Permitted Change involves a
      change of Lessee, the conditions precedent listed in Part IV of Schedule 6
      have been satisfied or waived, the affected Borrower or Borrowers, and/or
      affected Export Lessee or Lessees may, and at the request of GFC, the
      affected Borrower or Borrowers, the Agent and the Security Trustee shall,
      consummate such Permitted Change on the date specified by GFC (which shall
      be any Business Day occurring no earlier than the Proposed Effective Date
      for such Permitted Change and no later than the day that falls 45 days
      after such Proposed Effective Date) and, simultaneously therewith, GFC
      will deliver to the Agent originals or certified true copies (as
      appropriate) of all such documents and opinions.

7.9.4 Each of the Agent and the Security Trustee agrees to do such acts or
      things or execute such documents as may be reasonably required to
      complete the Permitted Change.

8     SUBORDINATION

8.1   Until all Secured Loan Obligations have been paid and performed in full,
      GFC hereby agrees with each of the Lenders, the Agent and the Security
      Trustee that all rights which GFC or any GATX Group Company may have
      against an Export Lessee pursuant to the Intra-Group Financing
      Arrangements shall be expressly subject and subordinate to all rights and
      claims, now or hereafter existing which the Finance Parties may have
      pursuant to or in connection with any Transaction Document against any
      Obligor.

8.2   EXPORT LESSEE SUBORDINATION

8.2.1 Each of the Finance Parties and the Export Lessees hereby agrees to
      regulate their claims, as to subordination and priority, in respect of any
      Proceeds in the manner set out in this Clause 8.2.

8.2.2 The Finance Parties and the Export Lessees hereby agree that the Secured
      Loan Obligations shall for all purposes whatsoever rank in priority to the
      Subordinated Secured Obligations and that such Subordinated Secured
      Obligations shall at all times be subject and subordinate to such Secured
      Loan Obligations.

8.2.3 Without prejudice to the provisions of Clause 8.9.2, if, for any reason,
      an Export Lessee claims or is required to claim in the liquidation,
      winding-up, dissolution or analogous proceedings in relation to any
      Borrower, then such Export Lessee shall direct that all dividends and
      other distributions in respect of its claim be paid to the Security
      Trustee for application in accordance with the provisions of Clause 12
      (APPLICATION OF SUMS RECEIVED) and, to the extent that any such dividend
      or other distribution is actually paid to the Export Lessee, the Export
      Lessee shall hold any amount received by it on trust for the Secured
      Parties and shall pay that amount over to the Security Trustee as soon as
      it is received.

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8.2.4 For so long as any of the Secured Loan Obligations remain outstanding,
      each Export Lessee hereby agrees that it shall have no rights whatsoever,
      save in respect of the express obligations of the Security Trustee as set
      out in this Agreement, to instruct, or give directions to, the Security
      Trustee or to require that the Security Trustee take any action or
      exercise any right, remedy or power, in each case in relation to any
      matter including, without limitation, the Trust, the Collateral and/or the
      Aircraft Security Documents.

8.2.5 For so long as any of the Secured Loan Obligations remain outstanding,
      each Export Lessee hereby agrees that the Security Trustee shall not be
      required to consult with, or have regard to the interests of, any Export
      Lessee when taking any action (including, without limitation, any
      enforcement action) or when exercising any right, remedy or power, in each
      case in relation to any matter including, without limitation, the Trust,
      the Collateral and/or the Aircraft Security Documents.

8.2.6 Each Export Lessee shall be entitled, at any time following the full and
      final discharge of the Secured Loan Obligations:

      (a)   to require that the relevant Borrower discharge the Subordinated
            Secured Obligations by transferring title to any Aircraft to such
            person as is nominated by GFC (who shall not be a Borrower or an
            Export Lessee); and

      (b)   to exercise all of the rights of the Senior Secured Parties under
            the Trust.

9     TRIGGER EVENT

9.1   Subject to Clause 9.4, at any time when a Trigger Event has occurred and
      is continuing, the Security Trustee shall, if directed to do so by each of
      the National Agents send written notice (a "TRIGGER EVENT NOTICE") of the
      relevant Trigger Event to GFC and following receipt of any Trigger Event
      Notice and so long thereafter as the relevant Trigger Event is continuing
      each Export Lessee shall:

      (a)   pay to the Security Trustee, all rent, cash deposits and Maintenance
            Reserves which are received or paid for the account of such Export
            Lessee by, from, or on behalf of, any Lessee pursuant to any Lease;

      (b)   deposit with the Security Trustee the originals of all letters of
            credit then held by such Export Lessee or GFC (or any other person)
            on its behalf by way of security in respect of any of the Aircraft
            and execute or procure the execution of in favour of the Security
            Trustee an irrevocable power of attorney with respect to such
            letters of credit and ensure that any letters of credit in respect
            of any of the Aircraft it receives shall have the Security Trustee
            as the named beneficiary. In the event that the relevant Export
            Lessee is entitled to make a claim under any such letter of credit
            it shall promptly notify the Security Trustee. The Security Trustee
            shall promptly thereafter take such action as shall be necessary to
            enable the relevant Export Lessee to make the relevant claim,
            provided that such Export Lessee shall ensure that any amounts paid
            under any such letters of credit shall be paid to such party and
            such amount as the Security Trustee shall direct; and

      (c)   observe the Mortgage registration covenant set forth in Clause 7.8
            as if the proviso thereto did not apply.

9.2   Following the service of a Trigger Event Notice and so long thereafter as
      the relevant Trigger Event is continuing, the Security Trustee may
      exercise its right pursuant to the relevant Lease Security Assignments and
      Borrower Security Assignments to serve notice on any Lessee

                                    Page 42
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      requiring such Lessee to pay all monies payable at any time thereafter to
      an Export Lessee pursuant to the relevant Lease to such account as the
      Security Trustee shall direct in such notice.

9.3   Subject to no Termination Event having occurred and be continuing, in the
      event of an Export Lessee becoming obliged pursuant to the terms of any
      Lease to return any Lessee Security or Maintenance Reserve, or make any
      payment determined on the basis of the amount of any Lessee Security or
      Maintenance Reserve, to a Lessee, the Security Trustee shall return any
      such Lessee Security or Maintenance Reserve which it has received pursuant
      to Clause 9.1 or make such payment as directed by GFC subject to GFC
      having certified in writing to the Security Trustee that such Export
      Lessee has become so obliged.

9.4   At any time a Trigger Event shall cease to be continuing, provided no
      Termination Event shall not have occurred and be continuing, the Security
      Trustee shall promptly return to each Export Lessee all Lessee Security
      which it received pursuant to Clause 9.1 together with any powers of
      attorney that it may have received in respect of any letters of credit.
      The Security Trustee agrees to co-operate at GFC's cost in any steps
      required for any letters of credit issued in the name of the Security
      Trustee to be reissued in the name of the relevant Export Lessee or GFC,
      as shall be so requested.

10    DEFAULT

10.1  TERMINATION EVENTS

      A Termination Event shall occur if:

      (a)   NON-PAYMENT: any Obligor fails to pay in full any sum payable
            hereunder within three (3) Business Days of the due date or, in the
            case of other amounts due under any Transaction Document by any
            Obligor, such Obligor fails to make such payment within five (5)
            Business Days after receipt of a notice of non-payment from the
            relevant Finance Party; or

      (b)   BREACH: any Obligor fails to observe or perform its obligations
            under any of the Transaction Documents (other than the obligations
            referred to in Clause 10.1 (a) and (d)) and, if such default is
            capable of remedy, such default shall continue for more than thirty
            (30) days after receipt by GFC of notice thereof from the Agent
            without being remedied to the reasonable satisfaction of the Agent;
            or

      (c)   REPRESENTATION: any representation or warranty made by any Obligor,
            Trustee or Manager in any of the Transaction Documents or in any
            certificate furnished by any of them under or in connection with any
            of the Transaction Documents shall prove to have been misleading or
            incorrect in any material respect on the date when made with
            reference to the facts and circumstances then subsisting and, which
            in the opinion of the Agent (acting on the instructions of the
            Majority Lenders) is capable of being remedied, is not remedied to
            the reasonable satisfaction of the Agent within thirty (30) days
            after receipt by GFC of notice thereof from the Agent and in the
            reasonable opinion of the Agent (acting on the instruction of the
            Majority Lenders) such failure has or would have a Material Adverse
            Effect; or

      (d)   INSURANCE: the Insurances required to be in effect at any time
            pursuant to the terms of this Agreement in respect of the relevant
            Aircraft are not in full force and effect and the relevant Aircraft
            is not grounded and covered by such ground risk insurance as is
            customary in accordance with normal industry practice in an amount
            at least equal to

                                    Page 43
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            Required Insurance Value of such Aircraft from time to time subject
            always to the proviso to Clause 7.2.l(f); or

      (e)   REPUDIATION: any of the terms contained in the Guarantee are
            repudiated or contested by any Guarantor; or

      (f)   INSOLVENCY:

            (x)   any Obligor shall (i) be unable to pay its debts for which it
                  is liable generally as they become due, (ii) file a voluntary
                  petition in bankruptcy or a voluntary petition or an answer
                  seeking reorganisation in a proceeding under any bankruptcy,
                  insolvency or similar laws (as now or hereafter in effect) or
                  an answer admitting the material allegations of any such
                  petition filed against an Obligor or shall by voluntary
                  petition, answer or consent, seek relief under the provisions
                  of any other now existing or future bankruptcy, insolvency or
                  other similar law providing for the reorganisation or
                  winding-up of corporations, persons or entities or providing
                  for an agreement, composition, extension or adjustment with
                  its creditors, (iii) make a general assignment for the benefit
                  of creditors, or (iv) consent to the appointment of a
                  receiver, administrator, examiner, administrative receiver,
                  trustee, custodian, conservator, liquidator or the like of
                  itself or in respect of substantially all of its property; or

            (y)   any order for relief in the United States of America against
                  an Obligor shall be entered in a voluntary or an involuntary
                  case under the US Bankruptcy Code; or

      (g)   COURT ORDER: an order, judgment or decree is entered in any
            proceeding by any court of competent jurisdiction appointing,
            without the consent of the applicable Obligor, a custodian,
            receiver, trustee, liquidator or the like of such Obligor or of any
            substantial part of its property, or sequestering any substantial
            part of the property of such Obligor and such appointment or such
            taking of possession is not contested in good faith by such Obligor
            with all due diligence and such appointment is not dismissed or such
            encumbrancer has not ceased to be in possession as aforesaid within
            sixty (60) days of its taking effect; or

      (h)   PETITION: a petition against any Obligor in a proceeding or case
            under the bankruptcy laws of the country of its incorporation or
            other insolvency laws as now or hereafter in effect is filed and
            such petition is not contested in good faith by such Obligor with
            all due diligence and such appointment is not dismissed within sixty
            (60) days of its taking effect; or

      (i)   COMMENCEMENT OF PROCEEDINGS: a proceeding or case shall be
            commenced, without the application or consent of any Obligor, in any
            court of competent jurisdiction seeking (i) the liquidation,
            reorganisation, dissolution or winding-up or such Obligor, or the
            composition or readjustment of its debts, (ii) the appointment of a
            trustee, receiver, custodian, liquidator of the like of such Obligor
            or of all or any substantial part of its assets, or (iii)
            similar relief in respect of such Obligor under any law relating to
            bankruptcy, insolvency, reorganisation, winding-up, or composition
            or adjustment of debts, and such proceedings or case shall continue
            undismissed, or an order, judgment or decree approving or ordering
            any of the foregoing shall be entered and continue unstayed and in
            effect, for a period of sixty (60) or more days; or

      (j)   ANALOGOUS EVENTS: any event analogous to any of the events specified
            in Clause 10.1(f), (g), (h) or (i) in any jurisdiction shall occur;
            or

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<PAGE>

      (k)   CHANGE OR CESSATION OF BUSINESS: if GFC ceases, or threatens to
            cease, to carry on (i) its business as generally conducted at the
            date hereof or (ii) all or a substantial part of its aircraft
            operating leasing and aircraft trading business, and in each case,
            in the reasonable opinion of the Agent (acting on the instructions
            of the Majority Lenders), cessation or threatened cessation has or
            would have a Material Adverse Effect; or

      (l)   CROSS DEFAULT OF FINANCIAL INDEBTEDNESS: any Financial Indebtedness
            of GFC exceeding in aggregate the lower of (a) US$15,000,000 or (b)
            any other amount that it may have agreed previously and remains
            applicable or which it may agree in the future in a similar
            undertaking to other creditors (or the equivalent thereof, as
            determined by the Agent by reference to prevailing market exchange
            rates from time to time, in any other currency):

            (i)   is not paid when due (after expiry of any applicable grace
                  period relating thereto); or

            (ii)  is declared to be due or otherwise becomes due and payable
                  before its stated maturity by reason of a default by GFC or an
                  event of default (howsoever described) under the document
                  relating to that Financial Indebtedness;

      (m)   ECA CROSS DEFAULT: any other Financial Indebtedness of GFC for which
            it is personally liable which is supported by any of the Export
            Credit Agencies or by the United States Eximbank (i) is not paid
            when due (after expiry of any applicable grace periods relating
            thereto); or (ii) is declared to be due and payable or otherwise
            becomes due and payable before its stated maturity by reason of a
            default by GFC or an event of default (howsoever described) under
            the document relating to that Financial Indebtedness; or

      (n)   ERISA: A Pension Plan shall fail to maintain the minimum funding
            standard required by Section 412 of the Code for any plan year, or a
            Pension Plan is, shall have been or is likely to be, involuntarily
            terminated or the subject of involuntary termination proceedings
            under ERISA or any Reportable Event occurs or GFC any Subsidiary of
            GFC, or an ERISA Affiliate has incurred or is likely to incur a
            liability to or on account of a Pension Plan, and there shall result
            from any such event or events either liability or a material risk of
            incurring a liability which will have a Material Adverse Effect.

10.2  ACCELERATION RIGHTS

      Without prejudice to any other rights of the Lenders (whether under the
      Transaction Documents or otherwise), at any time after the occurrence of a
      Termination Event and thereafter for so long as the same is continuing,
      the Agent may (acting upon the instructions of the National Agents):

      (a)   give a written notice (an ACCELERATION NOTICE) to each Borrower,
            each Export Lessee and GFC declaring that a Termination Event has
            occurred, in which case:

            (i)   the Commitment of each Lender in respect of each Aircraft
                  shall be cancelled forthwith and reduced to zero; and/or

            (ii)  the principal amount of each Loan then outstanding and all
                  interest accrued thereon, ECA Breakage Costs in respect of
                  each Loan and any other amounts due in respect of such Loan
                  which are unpaid shall become immediately due and payable and
                  the relevant Borrower shall immediately pay the same; and/or

                                    Page 45

<PAGE>

            (iii) the Security Trustee may enforce its rights and those of the
                  Lenders under all or any of the Transaction Documents and
                  under Applicable Law; or

      (b)   give a written notice (a LOAN TERMINATION NOTICE) to the relevant
            Borrower and the relevant Export Lessee and GFC declaring that a
            Termination Event has occurred in relation to a particular Loan in
            which case:

            (i)   the Commitment of each Lender in relation to such Loan shall
                  be cancelled forthwith and reduced to zero; and/or

            (ii)  the principal amount of such Loan then outstanding and all
                  interest accrued thereon ECA Breakage Costs in respect of such
                  Loan and any other amounts due in respect of such Loan which
                  are unpaid shall become immediately due and payable and the
                  relevant Borrower shall immediately pay the same; and/or

            (iii) the Security Trustee may enforce its rights and those of the
                  Lenders under all or any of the Transaction Documents relating
                  to the relevant Aircraft financed under the relevant Loan and
                  under Applicable Law,

      PROVIDED however that upon the occurrence of a Termination Event as set
      out in Clause 10.1 (f), (g), (h) or (i) and with respect to GFC, the
      Commitment of each Lender in respect of each Aircraft shall be cancelled
      and the principal amount of each Loan then outstanding and all interest
      accrued thereon, ECA Breakage Costs in respect of each Loan and any other
      amounts due in respect of such Loan which are unpaid shall automatically
      become immediately due and payable and the relevant Borrower shall
      immediately pay the same unless the Agent (acting on the instructions of
      the National Agents) gives notice to such Borrower confirming that such
      Loan shall not become immediately due and payable.

10.3  The Agent (acting upon the instructions of the National Agents) shall be
      entitled to serve further Loan Termination Notices on the relevant
      Borrower and the relevant Export Lessee in respect of Loans for which it
      has not previously served a Loan Termination Notice at any time after a
      Termination Event has occurred and is continuing.

11    PROCEEDS ACCOUNT

11.1  On or before the occurrence of any event which will result in the payment
      of any Proceeds or promptly thereafter, the Security Trustee shall open
      the Proceeds Accounts and shall promptly notify all parties to this
      Agreement of such details of such accounts as they may require in oider
      to comply with their obligations under Clause 11.3. Such account shall be
      held in the name of the Security Trustee and all monies from time to time
      standing to the credit thereof shall be the property of the Security
      Trustee and no party hereto other than the Security Trustee shall have any
      proprietary interests in such account or any such monies.

11.2  Any sum received or recovered by any party hereto which is required by any
      provision hereof to be paid to the Security Trustee for credit to the
      Proceeds Accounts shall be received by such party on trust for the
      Security Trustee and such party shall immediately pay such sums to the
      Security Trustee for credit to the Proceeds Accounts.

11.3  Each Party shall from time to time pay any Proceeds (other than any such
      amounts as may be received by way of distribution from the Proceeds
      Accounts) to the Security Trustee promptly upon receipt thereof for
      application in accordance with the terms of this Agreement.

11.4  All Proceeds received or recovered by the Security Trustee (otherwise than
      by way of distribution from the Proceeds Accounts) shall promptly, if
      received in Dollars, be credited to

                                    Page 46
<PAGE>

      the Dollar denominated Proceeds Account or, if received in Euro, be
      credited to the Euro denominated Proceeds Account.

11.5  If any Proceeds are received or recovered by the Security Trustee
      (otherwise than by way of distribution from the Proceeds Account) in any
      currency other than Dollars or Euros, then such Proceeds shall be applied
      in the purchase of (at the discretion of the Security Trustee) either
      Dollars or Euros depending on the currency of the Loans to which such
      Proceeds relate at the spot rate of exchange available to the Security
      Trustee (in the ordinary course of business) in the Paris international
      exchange market on the date of receipt or, if it is not practicable to
      effect such purchase on such date, the immediately following day on which
      banks in Paris are generally open for the transaction of such foreign
      exchange business, and the net amount of Dollars or Euros so purchased
      (after the deduction by the Security Trustee of any reasonable costs
      incurred by it in connection with such purchase) shall be credited to the
      relevant Proceeds Account.

11.6  Each Party agrees that any sums which it pays in accordance with Clause
      11.3, shall be made without any set-off or counterclaim and free and clear
      of and without any withholding or deduction whatsoever (except as required
      by law) to the Security Trustee, in the currency of receipt, in accordance
      with the terms of this Agreement (but if any such deduction or withholding
      is required by law then the party affected by such requirement (the
      affected party) agrees that it shall consult in good faith with the
      parties to this Agreement who may be affected thereby with a view to
      mitigating the effect of any such deduction or withholding provided that
      the affected party shall not be obliged to incur any additional expense,
      nor to take any course of action other than it would do in relation to any
      counterparty to any of its similar contracts who would be affected by the
      same or any similar legal requirement).

11.7  Interest shall accrue from day to day on the amounts of all Proceeds
      received by the Security Trustee and from time to time standing to the
      credit of the Proceeds Accounts at the best rate available to the Security
      Trustee for such interest periods as the Security Trustee shall reasonably
      select from time to time. Any such interest shall be credited to the
      relevant Proceeds Account at the end of each interest period so agreed.

12    APPLICATION OF SUMS RECEIVED

12.1  APPLICATION OF PRINCIPAL AND INTEREST PRIOR TO THE OCCURRENCE OF A
      TERMINATION EVENT

      Upon receipt by the Agent of the amounts referred to in Clause 4.14.1
      (PERFORMANCE PROCEDURE) in respect of a Loan prior to the occurrence of a
      Termination Event, the Agent shall make the same available in accordance
      with the provisions of Clause 4.14.2 (PERFORMANCE PROCEDURE) to each of
      the National Agents in the proportions specified in the relevant Loan
      Supplement for application by each National Agent in or towards the
      payment of interest and principal outstanding to the relevant Lenders in
      respect of the Loan relating to such Aircraft, such application by each
      National Agent to be in accordance with the terms agreed between that
      National Agent, the relevant Lenders and the relevant Export Credit
      Agency.

12.2  APPLICATION OF AMOUNTS RECEIVED IN RESPECT OF INDEMNITY OBLIGATIONS

      Any and all monies received by the Agent or (as the case may be) the
      Security Trustee, from any Obligor in respect of any indemnity obligations
      of such Obligor prior to the occurrence of a Termination Event, shall be
      paid by the Agent or (as the case may be) the Security Trustee, promptly
      upon receipt thereof to the relevant Finance Party or relevant Borrower in
      respect of whom the indemnity claim was made up to the total amount owing
      to such Finance Party or such Borrower in respect of that indemnity claim.

                                     Page 47
<PAGE>

12.3  APPLICATION OF INSURANCE PROCEEDS (OTHER THAN IN RESPECT OF A TOTAL LOSS
      OF AIRCRAFT)

      (a)   Prior to the occurrence of a Termination Event, any insurance
            proceeds in respect of any loss of or damage to an Aircraft not
            amounting to a Total Loss of such Aircraft which are received by the
            Security Trustee together with such amount of interest as may have
            accrued thereon, shall be paid to either (i) to the repairers
            against presentment of their invoices or (ii) GFC against
            presentment of receipts or other evidence of the repairers
            evidencing payment of their invoices.

      (b)   Any insurance proceeds received in respect of a Total Loss of an
            Engine prior to the occurrence of a Termination Event (including
            where the Engine has been detached from the relevant Airframe and is
            installed on another airframe) which are received by the Security
            Trustee, together with such amount of interest as may have accrued
            thereon shall be paid either (i) to the vendor of a Replacement
            Engine or (ii) to GFC provided that:

            (i)   title to such Replacement Engine shall vest with the relevant
                  Borrower free and clear of all liens pursuant to a full
                  warranty bill of sale in form and substance reasonably
                  satisfactory to the Security Trustee; and

            (ii)  all steps are taken as the Security Trustee may reasonably
                  require to render such Replacement Engine subject to this
                  Agreement, the Aircraft Security Documents and the other
                  applicable Transaction Documents so that the rights of the
                  Finance Parties in respect of the Replacement Engine are the
                  same as they were in respect of the engine that suffered a
                  total loss save that they are in respect of the Replacement
                  Engine;

      (c)   Any monies paid under liability insurances shall be paid to the
            person, firm or company to which the liability (or alleged
            liability) covered by such insurances was incurred or if the
            liability (or alleged liability) to such persons has been previously
            discharged, such monies shall be paid to the person who has
            discharged such liability in reimbursement of the monies so expended
            by it in satisfaction of such liability or alleged liability.

12.4  APPLICATION OF TOTAL LOSS PROCEEDS

      (a)   Subject to Clause 4.7 (SUBSTITUTION OF AIRCRAFT), if any Total Loss
            Proceeds in respect of a Total Loss of an Aircraft are received by
            the Security Trustee prior to the occurrence of a Termination Event
            such Total Loss Proceeds, together with such amount of interest as
            may have accrued thereon, shall be applied promptly following such
            receipt in the following order:

            (i)   in reimbursement of the Finance Parties and/or the Export
                  Credit Agencies of any and all Expenses due and payable to any
                  of the Finance Parties pursuant to any of the Transaction
                  Documents relating to the Loan for such Aircraft in connection
                  with the collection of such Total Loss Proceeds;

            (ii)  in payment of an amount of up to the total amount of interest
                  then due in respect of the Loan relating to such Aircraft to
                  each of the National Agents in the proportions specified in
                  the Loan Supplement relating to the relevant Aircraft for
                  application by each National Agent in or towards payment of
                  interest outstanding to the relevant Lenders in respect of the
                  Loan relating to such Aircraft;

                                     Page 48
<PAGE>

            (iii) in payment of an amount of up to the total amount of principal
                  then due outstanding in respect of the Loan relating to such
                  Aircraft to each of the National Agents in the proportions
                  specified in the Loan Supplement relating to the relevant
                  Aircraft for application by each National Agent in or towards
                  payment of principal outstanding to the relevant Lenders in
                  respect of the Loan relating to such Aircraft;

            (iv)  in payment to each of the Representatives and each of the
                  National Agents on behalf of the Lenders on a pro rata and
                  pari passu basis in or towards settlement of the ECA Breakage
                  Costs; and

            (v)   any balance shall be paid to the relevant Export Lessee.

      (b)   If the amount of Total Loss Proceeds to be applied in or towards
            payment of sums due pursuant to Clause 12.4(a) (ii) - (iv) above is
            insufficient to pay all such sums in full owing in each of
            sub-clauses 12.4(a) (ii) - (iv), as the case may be, then the amount
            so available shall be paid to each party entitled to receive such
            sums pursuant to each sub-clause on a pari passu basis and pro tanto
            to its respective interest in the total amount due and payable
            pursuant to each sub-clause, as the case may be.

      (c)   If the Total Loss Proceeds are received after the occurrence of a
            Termination Event, the Total Loss Proceeds, together with such
            amount of interest as may have accrued thereon shall (provided no
            such Termination Event is continuing) be applied in accordance with
            Clause 12.7 (APPLICATION OF PROCEEDS FOLLOWING A TERMINATION EVENT).

12.5  APPLICATION OF REQUISITION PROCEEDS

      (a)   If any Requisition Proceeds (other than as a result of a Total Loss
            of an Aircraft) or similar proceeds in respect of an Engine are
            received by the Security Trustee prior to the occurrence of a
            Termination Event, such Requisition Proceeds, together with such
            amount of interest as may have accrued thereon shall be paid
            following such receipt to such account as shall be designated by
            GFC:

      (b)   If any Requisition Proceeds (other than as a result of a Total Loss
            of an Aircraft) or similar proceeds in respect of an Engine are
            received after the occurrence of a Termination Event, the
            Requisition Proceeds shall (provided such Termination Event is
            continuing) be applied in accordance with Clause 12.7. (APPLICATION
            OF PROCEEDS FOLLOWING A TERMINATION EVENT)

12.6  APPLICATION OF PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE PURSUANT
      TO CLAUSES 4.3,4.6,4.8 AND 4.10

      (a)   If any Proceeds are received by the Security Trustee as a result of
            a prepayment made pursuant to Clauses 4.3, 4.6, 4.8 and/or 4.10 (in
            this Clause 12.6 PREPAYMENT PROCEEDS) prior' to the occurrence of a
            Termination Event, such Prepayment Proceeds, together with such
            amount of interest as may have accrued thereon shall be applied
            promptly following such receipt in the following order:

            (i)   in reimbursement of the Representatives and the Lenders and/or
                  the Export Credit Agencies of any and all Expenses due and
                  payable to any of the Representatives and Lenders pursuant to
                  any of the Transaction Documents relating to such Loans which
                  are being prepaid;

                                    Page 49
<PAGE>

            (ii)  in payment of an amount of up to the total amount of interest
                  in respect of the Loan relating to such Aircraft to each of
                  the National Agents in the proportions specified in the Loan
                  Supplement relating to the relevant Aircraft for application
                  by each National Agent in or towards payment of interest
                  outstanding to the relevant Lenders in respect of the Loan
                  relating to such Aircraft;

            (iii) in payment of an amount of up to the total amount of principal
                  outstanding in respect of the Loan relating to such Aircraft
                  to each of the National Agents in the proportions specified hi
                  the Loan Supplement relating to the relevant Aircraft for
                  application by each National Agent in or towards payment of
                  principal outstanding to the relevant Lenders in respect of
                  the Loan relating to such Aircraft;

            (iv)  in payment to each Representative and each of the National
                  Agents on behalf of the Lenders on a pro rata and pari passu
                  basis in or towards settlement of the ECA Breakage Costs;

            (v)   in payment to the relevant Representative and/or Lender on a
                  pro rata and pari passu basis of all amounts owing to such
                  Representative and/or Lender under this Agreement or in any
                  other Transaction Document which remains unpaid;

            (vi)  any balance shall be paid as directed by GFC.

      (b)   If the amount of Prepayment Proceeds to be applied in or towards
            payment of sums due pursuant to Clause 12.6(a) (ii) - (v) above is
            insufficient to pay all such sums in full owing in each of
            sub-clauses 12.6(a) (ii) - (v), as the case may be, then the amount
            so available shall be paid to each party entitled to receive such
            sums pursuant to each sub-clause on a pari passu basis and pro tanto
            to its respective interest in the total amount due and payable
            pursuant to each sub-clause, as the case may be.

      (c)   If the Prepayment Proceeds are received after the occurrence of a
            Termination Event, the Prepayment Proceeds, together with such
            amount of interest as may have accrued thereon whilst held in the
            Security Trustee's bank account, shall (provided such Termination
            Event is continuing) be applied in accordance with Clause 12.7
            (APPLICATION OF PROCEEDS FOLLOWING TERMINATION EVENT).

12.7  APPLICATION OF PROCEEDS FOLLOWING A TERMINATION EVENT

      Any Proceeds in the Proceeds Accounts relating to an Aircraft or otherwise
      received by the Security Trustee in relation to the related Loan at the
      time of a Termination Event or at any time thereafter, together with such
      amount of interest as may have accrued thereon shall (provided such
      Termination Event is continuing) be applied by the Security Trustee
      forthwith upon receipt by the Security Trustee as follows:

      (a)   first, in or towards reimbursing each of the Representatives and/or
            any Receiver for any Expenses including without limitation, Expenses
            referred to in Clause 16.2 (ENFORCEMENT EXPENSES) incurred by the
            Representatives and/or any Receiver which have not previously been
            reimbursed or indemnified and in or towards payment of any debts or
            claims which are by statute payable in preference to the amounts due
            to the Representatives and/or the Lenders (but only to the extent
            such debts or claims have such preference);

      (b)   second, in payment of an amount of up to the total interest
            outstanding in respect of the relevant Loan to each of the National
            Agents in the proportions specified in the

                                    Page 50
<PAGE>

                Loan Supplement relating to such Loan for application by each
                National Agent in or towards the payment of interest on a pro
                rata and pari passu basis outstanding to the relevant Lenders in
                respect of the relevant Loan;

        (c)     third, in payment of an amount of up to the total principal
                outstanding in respect of the relevant Loan to each of the
                National Agents in the proportions specified in the Loan
                Supplement relating to such Loan for application by each
                National Agent in or towards the payment of principal on a pro
                rata and pari passu basis outstanding to the relevant Lenders in
                respect of the relevant Loan;

        (d)     fourth, in payment to each of the Representatives and each of
                the National Agents on behalf of the Lenders on a pro rata and
                pari passu basis in or towards settlement of the ECA Breakage
                Costs in relation to the relevant Loan;

        (e)     fifth, to the persons, in the order and in respect of the
                matters referred to in sub-clauses (a), (b) and (c) of this
                Clause 12.7 in relation to each of the other Loans (in such
                order as the Security Trustee may determine in its discretion);

        (f)     sixth, to the relevant Finance Party and/or the Export Credit
                Agencies on a pro rata and pari passu basis in respect of all
                other amounts owing to such Finance Party under this Agreement
                or any other Transaction Document which remains unpaid;

        (g)     seventh, once all the amounts referred to in sub-clauses (a) to
                (f) inclusive above have been satisfied and discharged in full
                and the Secured Loan Obligations have been satisfied in full,
                any balance shall be paid to the relevant Export Lessee.

12.8    APPLICATION OF TRIGGER EVENT SECURITY

12.8.1  After the occurrence of a Termination Event, the Security Trustee shall
        have the right to treat all or any part of the Trigger Event Security as
        Proceeds and apply such amounts in accordance with Clause 12.7
        (APPLICATION OF PROCEEDS FOLLOWING A TERMINATION EVENT).

12.9    APPLICATION BY NATIONAL AGENTS

12.9.1  Any application by a National Agent of funds received from the Security
        Trustee by way of distribution from the Proceeds Accounts pursuant to
        any provision of this Clause 12 shall be effected in accordance with the
        terms agreed between that National Agent, the relevant Lenders and the
        relevant Export Credit Agency, and each National Agent shall inform each
        other party hereto, upon such party's request, of the effect of such
        application on the remaining principal and interest due on the relevant
        national portion of the relevant Loan.

12.9.2  If any Proceeds are received by the Security Trustee in either Dollars
        or Euros (as applicable, the RECOVERED CURRENCY) but are required to be
        exchanged into the other currency (as applicable, The REQUIRED CURRENCY)
        in order that such Proceeds can be applied in accordance with the order
        of application of proceeds set out in this Clause 12, then the Security
        Trustee shall sell the relevant amount in the Recovered Currency and
        purchase and equivalent amount in the Required Currency at the relevant
        spot rate of exchange available to the Security Trustee (in the ordinary
        course of business) in the Paris international exchange market on the
        date of receipt (or, if it is not practicable to effect such purchase on
        such date, the immediately following day on which banks in Paris are
        generally open for the transaction of such foreign exchange business).
        The new amount of the Required Currency so purchased (after the
        deduction by the Security Trustee of any reasonable costs of exchange
        incurred by it in connection with such purchase) shall be applied in
        accordance with this Clause 12.

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<PAGE>

12.9.3  Following the occurrence of a Termination Event and for as long
        thereafter as the same is continuing, the Security Trustee shall be
        entitled, at the discretion of the Export Credit Agencies, to retain any
        Proceeds received or recovered in the Proceeds Accounts until the Export
        Credit Agencies shall direct all or part of such Proceeds to be applied
        in accordance with Clause 12.7.

13      INDEMNITIES

13.1    OPERATIONAL INDEMNITY

13.1.1  Each Export Lessee shall indemnify each Indemnitee on demand for each
        Loss and each Expense which may from time to time be imposed on,
        incurred or suffered by or asserted against any Indemnitee (whether or
        not such Loss or Expense is also indemnified or insured against by any
        other person, but subject to Clause 13.6 (NO DOUBLE-COUNTING)) resulting
        from the relevant Borrower's acquisition and ownership of any Aircraft
        or from the leasing by such Borrower or any Export Lessee to the
        relevant Lessee of, or the leasing by the relevant Lessee to any other
        person of, any Aircraft, or in connection with or arising directly or
        indirectly out of or in any way connected with the manufacture,
        acceptance, purchase, delivery, any delay in or postponement of
        delivery, non-delivery, ownership, possession, charter, use, leasing,
        subleasing, presence, operation, condition, storage, packing, freight,
        shipping, transportation, modification, alteration, maintenance,
        insurance, overhaul, replacement, refurbishment, remarketing,
        management, sale, registration, de-registration, redelivery, servicing
        or repair of any Aircraft or in connection with or arising from any
        Indemnitee having or being deemed to have any interest in any Aircraft,
        whether or not such claim may be attributable to any defect in any
        Aircraft and regardless of when the same shall arise and whether or not
        such Aircraft is in the possession or control of such Export Lessee or
        any other person.

13.1.2  The indemnities contained in Clause 13.1.1 shall not extend to any Loss
        or Expense of any Indemnitee to the extent that such Loss or Expense:

        (a)     is caused by an act or omission of an Indemnitee (i) which
                constitutes gross negligence or wilful misconduct, or (ii) which
                is caused by fraud or carried out with reckless disregard with
                knowledge of the probable consequences of such act or omission
                on the part of such Indemnitee;

        (b)     is attributable to any breach of undertaking or any
                misrepresentation by such Indemnitee unless such breach of
                undertaking is caused by the act or omission of an Obligor;

        (c)     is attributable to a Financing Party Lien, except to the extent
                that such Financing Party Lien arose directly or indirectly as a
                result of the acts or omissions of an Obligor;

        (d)     is required to be paid or borne by such Indemnitee pursuant to
                the terms of any Transaction Document;

        (e)     is a withholding Tax, a Value Added Tax or a documentary Tax
                (it, being understood that such Taxes are exclusively provided
                for elsewhere in this Agreement and are not covered by Clause
                13.1);

        (f)     arises solely from any transfer by a Lender of any of its
                rights, benefits and/or obligations hereunder other than
                pursuant to Clause 15.2 (PREPAYMENT OF AFFECTED LOANS AND
                REPLACEMENT OF AFFECTED LENDER),

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        provided that, nothing in Clauses 13.1.2 (d) or (f) shall apply to a
        transfer to or by an Export Credit Agency (or any entity nominated by
        it) of any rights, benefits and/or obligations under this Agreement.

13.1.3  All payments by way of indemnity under Clause 13.1.1 shall be made in
        the currency of the relevant Loss or Expense.

13.1.4  If a written claim is made against an Indemnitee which is the subject of
        an indemnity by a Borrower under this Clause 13.1 or Clause 13.2, such
        Indemnitee shall promptly notify the relevant Export Lessee and GFC.

13.2    DOCUMENTARY TAXES

        The Export Lessees shall pay, and shall indemnify each Indemnitee within
        two (2) Business Days of demand accompanied with supported particulars
        in reasonable detail for, all present and future stamp, documentary or
        similar duties or registration taxes or fees or charges, including any
        penalties, additions, fines or interest relating thereto at any time
        payable in respect of any of the Transaction Documents and/or the
        Support Agreements.

13.3    FUNDING INDEMNITIES

13.3.1  If for any reason (other than a breach by the relevant Lender of its
        obligations hereunder) (a) an Advance is not made (including pursuant to
        the provisions of Clause 3.7 (DISBURSEMENT OF THE LOAN)) to the relevant
        Borrower on the proposed Utilisation Date specified in the Utilisation
        Notice referable thereto (or such other date that has become the
        proposed Utilisation Date for such Advance in accordance with Clause
        3.1.6) as a result of any condition precedent provided for herein not
        being fulfilled to the satisfaction of the Agent other than as a result
        of any act or omission by the relevant Lender (except where such act or
        omission arises directly or indirectly from the acts or omissions of an
        Obligor) and (b) such Advance has not been cancelled or postponed in
        accordance with Clause 3.1.6, then the relevant Export Lessee shall
        indemnify each Lender within two (2) Business Days of demand accompanied
        with supporting particulars in reasonable detail against all Losses and
        Expenses which any Lender may suffer, sustain or incur as a consequence
        thereof including, without limitation, in respect of funds borrowed or
        mobilised by such Lender in connection with the financing or funding of
        the relevant Loan, the liquidation or redeployment of any deposits taken
        or made and funding costs in relation to any interest exchange, currency
        exchange or other hedging arrangements entered into in connection with
        its participation in the relevant Loan or any part thereof or in
        connection with any foreign exchange business transacted for such
        purpose, the substitute investment of such funds with a return lower
        than the cost of such funds or the prepayment of such funds to the
        source from which they were borrowed or mobilised.

13.3.2  Subject to Clause 13.6 (NO DOUBLE COUNTING) each Export Lessee shall
        indemnify the Security Trustee, the Agent and each Lender within two (2)
        Business Days of demand for all amounts which the Security Trustee, the
        Agent or such Lender certifies to be necessary to compensate it for any
        Loss or Expense suffered or incurred by it (together with any ECA
        Breakage Costs) as a consequence of or in connection with:

        (a)     any prepayment of the Loan or any part thereof or any interest
                accrued thereon other than on any Repayment Date;

        (b)     any amount of principal or interest on a Loan payable by the
                relevant Borrower hereunder being paid otherwise than on the due
                date; or

        (c)     the occurrence of a Termination Event.

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13.3.3  In the event that the Security Trustee, the Agent or any Lender (other
        than any Export Credit Agency and the German Lenders) shall receive a
        net monetary benefit (BROKEN FUNDING GAINS) as a result of any Advance
        not being made (including pursuant to the provisions of Clause 3.7
        (DISBURSEMENT OF THE LOAN)) to the relevant Borrower on the proposed
        Utilisation Date specified in the Utilisation Notice referable thereto
        (or such other date that has become the proposed Utilisation Date for
        such Utilisation in accordance with Clause 3.1.6) other than due to the
        acts or omissions of an Obligor or any Loan or any part thereof being
        repaid other than on a Repayment Date then, provided no Termination
        Event shall have occurred and be continuing, the Security Trustee, Agent
        or Lender other than the German Lenders, as the case may be, shall
        within two (2) Business Days of it making such Broken Funding Gain pay
        such Broken Funding Gains to GFC. Provided that nothing herein shall
        require any Export Credit Agency to pay any such gains to GFC with
        respect to any funding or hedging arrangements of any of the Export
        Credit Agreements.

13.4    CURRENCY INDEMNITY

13.4.1  Any amount received or recovered by the Agent, the Security Trustee or
        any Lender in respect of any monies due from any Obligor under any of
        the Transaction Documents (whether as a result of any judgment or order
        of any court (including enforcement thereof) or in the bankruptcy,
        reorganisation, liquidation or dissolution of any such Obligor
        (including making or filing a claim or proof against such Obligor) or by
        way of damages for any breach of any obligation to make any payment to
        the Agent, the Security Trustee or such Lender) in a currency (the
        CURRENCY OF PAYMENT) other than the currency in which the payment should
        have been made pursuant to the relevant Transaction Document (the
        CURRENCY OF OBLIGATION) in whatever circumstances and for whatever
        reason shall only constitute a discharge to the relevant Obligor to the
        extent of the amount of the Currency of Obligation which the Agent, the
        Security Trustee or such Lender (as the case may be), is able or would
        have been able, on the date or dates of receipt by it of such payment or
        payments in the Currency of Payment (or, in the case of any such date
        which is not a Banking Day, on the next succeeding Banking Day), to
        purchase in the foreign exchange market of its choice with the amount or
        amounts of the Currency of Payment so received.

13.4.2  If the amount of the Currency of Obligation which the Agent, the
        Security Trustee or the relevant Lender is so able to purchase falls
        short of the amount originally due to such party hereunder, the relevant
        Obligor shall indemnify such party on demand against any loss or damage
        arising as a result of paying to such party that amount in the Currency
        of Obligation certified by such party as necessary to indemnify and hold
        it harmless.

13.4.3  If the amount of the Currency of Obligation which the Agent, Security
        Trustee or the relevant Lender is so able to purchase exceeds the amount
        originally due to such party hereunder, the Agent, Security Trustee or
        relevant Lender, as the case may be, shall pay the amount of such
        excess, net of any costs and expenses incurred by such party to the
        relevant Obligor.

13.5    TAX TREATMENT OF INDEMNITY PAYMENTS

        Where any Obligor has an obligation to indemnify or reimburse any
        Indemnitee in respect of any Loss or Expense under the Transaction
        Document, the calculation of the amount payable by way of indemnity or
        reimbursement shall be based upon the Tax treatment in the hands of the
        Indemnitee (as determined by the Indemnitee acting in good faith) of the
        amount payable by way of indemnity or reimbursement and of such Loss or
        Expense in respect of which that amount is payable so as to leave the
        Indemnitee in the same after-Tax position as it would have been in had
        the payment made to the Indemnitee not given rise to a Tax Liability and
        had the Loss or Expense incurred or payment made by the Indemnitee not
        been deductible for Tax purposes.

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13.6    NO DOUBLE-COUNTING

        No Lender or Representative shall be entitled, pursuant to the terms of
        any of the Transaction Documents, to recover by way of indemnity any
        Loss, Expense or Tax Liability to the extent that payment has previously
        been received and retained by it in respect of such Loss, Expense or Tax
        Liability under any other provision of any Transaction Document.

13.7    SURVIVAL OF INDEMNITIES AND OTHER OBLIGATIONS

        Each of the indemnities contained in this Agreement, and each of the
        obligations of the Lenders and the Representatives with respect thereto,
        shall constitute a separate and independent obligation from the other
        obligations contained in this Agreement, shall give rise to a separate
        and independent cause of action, shall apply irrespective of any
        indulgence granted by the Agent, the Security Trustee or any Lender from
        time to time and shall continue in full force and effect notwithstanding
        (a) the termination or expiry of this Agreement or (b) subject to the
        provisions of Clause 3.8 (LIMITED RECOURSE OBLIGATIONS OF THE
        BORROWERS), the satisfaction in full of all amounts owing to the
        Security Trustee, the Agent and each Lender under the Transaction
        Documents or (c) any judgment or order for a liquidated sum or sums in
        respect of amounts due hereunder or under any such judgment or order.

13.8    VALUE ADDED TAX

13.8.1  If any Indemnitee makes any supply to any Borrower or the
        Representatives for Value Added Tax purposes pursuant to or in
        connection with any of the Transaction Documents, the relevant Borrower
        shall (save to the extent that the relevant Indemnitee is entitled to be
        indemnified in respect of Value Added Tax by an increased payment under
        Clause 13.8.2) pay to the relevant Indemnitee within two (2) Business
        Days of demand an amount equal to any Value Added Tax which is payable
        in respect of that supply.

13.8.2  All payments made by any Borrower under the Transaction Documents are
        calculated without regard to Value Added Tax. If any such payment
        constitutes the whole or any part of the consideration for a taxable or
        deemed taxable supply to such Borrower or the Representatives by any
        Indemnitee, the amount of that payment shall be increased by an amount
        equal to the amount of Value Added Tax which is chargeable in respect of
        the taxable supply in question. The relevant Borrower's obligations
        under this Clause 13.8.2 shall be subject to the delivery to such
        Borrower on or before the due date for that payment of an invoice for
        Value Added Tax purposes made out in accordance with the applicable
        regulations.

13.8.3  No payment or other consideration to be made or furnished by any
        Indemnitee to a Borrower or any Representatives pursuant to or in
        connection with any of the Transaction Documents may be increased or
        added to by reference to (or as a result of any increase in the rate
        of) any Value Added Tax which shall be or may become chargeable in
        respect of the taxable supply in question.

13.8.4  If any Indemnitee makes any payment under, or as contemplated in, any of
        the Transaction Documents or in respect of any of the matters set out
        therein which bears or includes Value Added Tax which such Indemnitee
        determines to be irrecoverable by it, the relevant Borrower shall within
        five (5) Business Days of demand indemnify such Indemnitee for such
        Value Added Tax.

13.9    MITIGATION

        If any Indemnitee becomes aware of any event or circumstances which will
        result in it having to be indemnified pursuant to this Clause 13
        (INDEMNITIES), it will seek to consult with GFC with a view to avoiding
        or minimising any liability of an Obligor pursuant to Clause 13

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        (INDEMNITIES) provided that no Indemnitee shall be obliged to take or
        omit to take any action which it deems inappropriate at any point in
        time nor shall the failure of an Indemnitee for whatever reason to
        consult with GFC pursuant to this Clause 13.9 affect in any way the
        liability of any Obligor pursuant to this Clause 13 (INDEMNITIES).

14      CHANGE IN CIRCUMSTANCES

14.1    INCREASED COSTS

14.1.1  If a Change in Law shall:

        (a)     subject any Lender to any Tax in connection with its commitment
                to or participation in the Transaction or any part thereof
                (except for changes in the rate of Tax on the overall net income
                of such Lender or Representative or such Lender's Lending Office
                imposed by any Government Entity of the country in which such
                Lender or Representative is incorporated or in which such
                Lender's Lending Office is located); or

        (b)     change the basis of Taxation of any Lender in respect of
                payments of principal, interest or any other amount payable to
                any Lender in connection with the Transaction (except for
                changes in the rate of Tax on the overall net income of such
                Lender or Representative or such Lender's Lending Office imposed
                by any Government Entity of the country in which such Lender or
                Representative is incorporated or in which such Lender's Lending
                Office is located) (or the treatment for Taxation purposes of
                such payments); or

        (c)     impose or modify any reserve, cash ratio, special deposit,
                capital adequacy, liquidity or any other analogous requirement,
                or require the making of any special deposit, against or in
                respect of any assets or liabilities of, or deposit with or for
                the account of, or loan or commitment by, any Lender in relation
                to the Transaction; or

        (d)     change the manner in which any Lender is required by any
                regulatory authority to allocate capital resources in relation
                to the Transaction; or

        (e)     impose on any Lender any other condition directly affecting its
                participation in the Transaction,

        and the result of any of the foregoing is or will be (i) to increase the
        cost to such Lender of funding, making available or maintaining its
        participation in the Transaction or any part thereof or of funding,
        making or maintaining its participation in any Loan or (ii) to render
        such Lender unable to obtain the rate of return on its overall capital
        reasonably allocated to its obligations hereunder which it would have
        been able to obtain but for such Change in Law or (iii) to reduce any
        amount payable to such Lender by either Borrower hereunder or to reduce
        its return from the Transaction or any part thereof, then and in any
        such case:

                (i)     such Lender shall notify the relevant Borrower (through
                        the Agent);

                (ii)    the relevant Borrower shall pay from time to time to the
                        Agent (for the account of that Lender) within two (2)
                        Business Days of demand all amounts which that Lender
                        certifies are necessary to compensate that Lender for
                        such Tax or increase in cost or reduction in return or
                        reduction in the amount payable.

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        (f)     The provisions of Clause 14.1.1 shall not apply in respect of
                any Tax, increased cost, reduction in the rate of return or
                reduction in an amount payable to the extent that the same is a
                deduction or withholding Tax, Value Added Tax or documentary Tax
                (it being agreed that such Taxes are exclusively provided for
                elsewhere in this Agreement and are not covered by Clause
                14.1.1).

14.2    MARKET DISRUPTION

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

                (i)     the applicable Margin;

                (ii)    the rate notified to the Agent by that 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 Lender of funding its participation in that Loan
                        from whatever source it may reasonably select; and

                (iii)   the applicable ECA Premium.

        (b)     In this Agreement MARKET DISRUPTION EVENT means at or about noon
                on the Quotation Day for the relevant Interest Period the
                Telerate Screen (as used in the EURIBOR and LIBOR definition)
                and Reuters are not quoting LIBOR or EURIBOR, as the case may
                be, and none or only one of the Reference Banks supplies a rate
                to the Agent to determine LIBOR or, if applicable, EURIBOR for
                the relevant currency and Interest Period.

        (c)     If a Market Disruption Event occurs and the Agent or GFC so
                requires, the Agent and GFC 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.

        (d)     Any alternative basis agreed pursuant to paragraph (c) above
                shall, with the prior consent of all the Lenders and the
                Borrowers, be binding on all Parties.

14.3    ILLEGALITY

        If, at any time, as a result of a Change in Law:

        (a)     it is or it will become unlawful for any Lender (the AFFECTED
                LENDER), to make, fund or allow to remain outstanding any part
                of its Commitment or its participation in the Facility or any
                Loan; or

        (b)     any Transaction Document shall cease or will cease to remain in
                full force and effect in whole or in part or shall become void
                or invalid or unenforceable or the repayment of any Loan or the
                payment of interest at the stated non default rate on any Loan
                shall become illegal,

        then the Agent or any Affected Lender may deliver to the Borrowers
        (through the Agent) a notice to that effect, whereupon, subject to
        Clause 15 (MITIGATION), each relevant Borrower shall forthwith prepay
        each Loan affected by the relevant circumstances together with all
        interest accrued thereon and all other amounts due and payable to the
        Lenders and the Representatives in respect of each such Loan or the
        relevant Aircraft pursuant to this Agreement or any relevant Aircraft
        Operative Document together with any ECA Breakage

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        Costs in relation to each such Loan and any Expenses incurred by the
        Representative or the Agent.

15      MITIGATION

15.1    MITIGATION

15.1.1  If circumstances arise which result, or upon the giving of notice would
        result, in the operation of Clause 4.12 (DEDUCTIONS AND WITHHOLDINGS) or
        Clause 14.1 (INCREASED COSTS) to the detriment of any Borrower, each
        Affected Lender shall promptly, upon becoming aware of the same, notify
        the relevant Borrower with a copy to the Agent and the relevant Export
        Lessee (in this Clause 15.1 the AFFECTED BORROWER) and upon the written
        request of the relevant Export Lessee shall negotiate in good faith with
        the Affected Borrower and the relevant Export Lessee for a period not
        exceeding thirty (30) days with a view to avoiding or minimising the
        relevant duty, tax, fee or charge including, in the case of a Lender, a
        change in its Lending Office or a transfer of its participation in the
        Loans and its Commitments to another bank or financial institution.

15.1.2  Without limiting or reducing the obligations of the Obligors (or any of
        them) under Clause 4.12 (DEDUCTIONS AND WITHHOLDINGS), Clause 14.1
        (INCREASED COSTS), or Clause 14.3 (ILLEGALITY), in relation to Clauses
        4.12 (DEDUCTIONS AND WITHHOLDINGS), 14.1 (INCREASED COSTS) and 14.3
        (Illegality), no Lender or Representative shall have any obligation to
        take any action under Clause 15.1.1 if, in its good faith opinion, to do
        so would be likely to (a) have an adverse effect upon its business,
        operation or financial condition, or (b) result in its rights,
        interests, anticipated financial return or position under or in relation
        to any of the Transaction Documents being materially less favourable to
        it than would have been the case in the absence of such action unless
        indemnified or secured to its satisfaction in respect thereof, or (c)
        involve it in any unlawful act or activity or any act or activity that
        is contrary to any official directive, concession, guideline, request or
        requirement of any competent authority (whether or not having the force
        of law but, in the case only of any of the same not having the force of
        law, in respect of which it is the practice of banks or other
        institutions of a similar nature to the relevant Lender or
        Representative (as the case may be), generally to comply with the same),
        or (d) (unless indemnified or secured to its satisfaction) involve it in
        any additional Tax Liability or any expense or (e) unless protected by
        confidentiality procedures involve it in any disclosure of any document
        or information relating to its business or affairs which it considers
        (in its good faith opinion) to be of a confidential nature.

15.1.3  If the circumstances referred to in Clause 14.3 (ILLEGALITY) arise, upon
        the written request of the relevant Export Lessee or the Agent, the
        Affected Borrower and the relevant Export Lessee and the Representatives
        shall negotiate in good faith for a period not exceeding thirty (30)
        days (or such shorter period as may be required by law) with a view to
        restructuring each affected Loan and rectifying and amending the
        relevant Transaction Documents in order to mitigate the effect of the
        relevant Change in Law and the Affected Borrower shall pay for the
        Expenses incurred by the Representatives for such negotiations as well
        as (if alternative arrangements are agreed) to complete all steps
        required to implement such restructuring and all rectifications and
        amendments to the relevant Transaction Documents in relation to each
        Loan affected by the circumstances referred to in Clause 14.3
        (ILLEGALITY). If a resolution acceptable to the relevant Export Lessee,
        the other relevant Obligors and the Representatives is obtained as a
        result of this mitigation procedure, the relevant Export Lessee shall
        implement the restructuring, rectification and amendments referred to in
        this Clause 15.1.3 to the relevant Transaction Documents, to the
        satisfaction of the Agent, within thirty (30) days from the earlier of
        the date when such resolution is reached and the date upon which the
        period of thirty (30) days (or such shorter period as required by law)
        is referred to in this Clause 15.1.3 expires. If the Affected Borrower
        fails to implement such rectification and amendment to the

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        relevant Transaction Documents within such period, the Affected Borrower
        shall prepay each Loan to which Clause 14.3 (ILLEGALITY) applies in
        accordance with such Clause.

15.1.4  If any Export Credit Agency were to become a Lender, the provisions of
        Clause 14 (CHANGE IN CIRCUMSTANCES) and this Clause 15 shall not apply
        to such Export Credit Agency.

15.2    PREPAYMENT OF AFFECTED LOANS AND REPLACEMENT OF AFFECTED LENDER

15.2.1  If the circumstances referred to in Clauses 4.12 (DEDUCTIONS AND
        WITHHOLDINGS), 14.1 (INCREASED COSTS) or 14.3 (ILLEGALITY) arise, and
        no resolution acceptable to the parties is obtained as a result of the
        mitigation procedure referred to in Clause 15.1 (MITIGATION), in each
        case with respect to a Lender (in this Clause 15.2 an AFFECTED LENDER)
        the relevant Borrower in this Clause 15.2 (the AFFECTED BORROWER) shall
        pay to the Agent (for the account of each Affected Lender) each Affected
        Lender's Relevant Proportion of each Loan affected by such circumstances
        together with all accrued interest thereon, the ECA Breakage Costs and
        Expenses owing to the Affected Lender in connection with any such Loan
        or under this Agreement or the relevant Transaction Documents.

15.2.2

        (a)     If the Affected Borrower (acting on the instructions of the
                relevant Export Lessee) wishes to make any payment referred to
                in Clause 15.2.1, such payment shall be treated as a voluntary
                prepayment and accordingly the provisions of Clause 4.3
                (VOLUNTARY PREPAYMENT) shall apply and in particular the
                Affected Borrower shall comply with provisions of Clause 4.3.1
                (VOLUNTARY PREPAYMENT) (other than the giving of not less than
                ten (10) Business Days' notice pursuant to Clause 4.3.1) and
                4.3.3 (VOLUNTARY PREPAYMENT) in relation to any such payment
                referred to in Clause 15.2.1.

        (b)     The Agent shall as soon as reasonably practicable after receipt
                of the Affected Borrower's prepayment notice, unless the
                Affected Borrower elects to prepay the entire Loan in relation
                to an Aircraft, prepare a substitute schedule for schedule 2 to
                the relevant Loan Supplement showing new amounts for the
                repayment of the relevant Loan for the period following such
                prepayment calculated on the same basis and assumptions (other
                than the assumption as to the total principal amount of the
                relevant Loan) as were used for the purpose of preparing the
                original schedule 2 to such Loan Supplement. Upon the Affected
                Borrower and each National Agent agreeing to the same, such
                substitute Schedules shall become for all purposes schedule 2 to
                the relevant Loan Supplement and shall be binding on all parties
                with effect from the date of the prepayment.

16      FEES AND EXPENSES

16.1    TRANSACTION EXPENSES OF FINANCE PARTIES

        The relevant GATX Obligor shall pay to the Agent within five (5)
        Business Days of demand (whether or not any Utilisation Documentation is
        entered into and/or any amount is disbursed under this Agreement) all
        Expenses incurred by the Finance Parties and the Export Credit Agencies:

        (a)     in connection with the negotiation, preparation, execution,
                registration and implementation of each of the Transaction
                Documents and the other documents contemplated hereby or thereby
                or at any time hereafter and the delivery of the Aircraft
                (including the Expenses of the Agent's legal counsel in
                connection with the

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                preparation of each Aircraft Operative Document and the
                collection of the conditions precedent listed in Schedule 6, in
                respect of each Utilisation but subject to the separate
                agreement between GFC and Denton Wilde Sapte) subject to any
                agreements that may have been reached by GFC and the Agent
                and/or the Joint Arrangers in writing on this regard.;

        (b)     in connection with the granting of any release, waiver or
                consent requested by an Obligor in connection with any of the
                Transaction Documents;

        (c)     in connection with any variation, amendment, supplement,
                restructuring or novation of any of the Transaction Documents
                requested by a GATX Obligor;

        (d)     in connection with the consideration, reviewing and
                implementation of any Alternative Utilisation proposal
                (including any administrative fee charged by any of the Export
                Credit Agencies); and

        (e)     as are referred to in Clauses 3.8 (LIMITED RECOURSE), 4.3
                (VOLUNTARY PREPAYMENT), 4.4 (PREPAYMENT FOLLOWING A TOTAL LOSS),
                4.6 (NON-PERFORMANCE OF BORROWER), 4.8 (PREPAYMENT IF NOT
                LEASED), 4.10 (MANDATORY PREPAYMENT EVENT), 7.2.5 (INSPECTION),
                12.4 (APPLICATION OF TOTAL LOSS PROCEEDS), 12.6 (APPLICATION OF
                ANY PROCEEDS RECEIVED AS A RESULT OF A PREPAYMENT MADE PURSUANT
                TO CLAUSES 4.3, 4.6, 4.8 AND 4.10), 12.7 (APPLICATION OF
                PROCEEDS FOLLOWING A TERMINATION EVENT), 13 (INDEMNITIES), 14
                (CHANGE IN CIRCUMSTANCES), 15 (MITIGATION) 5 and Schedule 11
                (APPOINTMENT OF AGENT, SECURITY TRUSTEES AND NATIONAL AGENTS AND
                TRUST PROVISIONS) and 18 (ASSIGNMENT AND TRANSFERS).

16.2    ENFORCEMENT EXPENSES

        The relevant Export Lessee shall pay to the Agent within five (5)
        Business Days of demand all Expenses and Losses incurred or sustained by
        the Representatives, the Lenders and the Export Credit Agencies in
        connection with (i) the appropriate enforcement or preservation or
        attempted enforcement or preservation of their respective rights
        (including, without limitation, with respect to any rights of
        indemnity), powers or duties under this Agreement and/or any of the
        other Transaction Documents or under any of the Support Agreements and
        (ii) preventing or attempting to prevent the arrest, confiscation,
        seizure, taking in execution, impounding, forfeiture or detention of any
        of the Aircraft or in securing the release of any of the Aircraft from
        arrest, confiscation, seizure, taking in execution, impounding,
        forfeiture or detention.

16.3    INDEMNITY TO THE AGENT

        Each Borrower and each Export Lessee shall promptly indemnify the Agent
        against any cost, loss or liability reasonably incurred by the Agent as
        a result of investigating any event which it reasonably believes is a
        Termination Event or acting or relying on any notice, request or
        instruction which it reasonably believes to be genuine, correct and
        appropriately authorised.

16.4    BORROWER FEES

        GFC shall procure that all fees payable to the Manager from time to time
        are paid promptly when due.

17      INTENTIONALLY LEFT BLANK

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18      ASSIGNMENTS AND TRANSFERS

18.1    TRANSFERS BY OBLIGORS

        Subject to Clause 7.9 (CHANGE OF OWNERSHIP AND LEASING STRUCTURE WITH
        RESPECT TO AN AIRCRAFT) and clause 7.10 (CHANGE OF LEASING STRUCTURE IN
        RESPECT OF AN AIRCRAFT), none of the Obligors shall assign any rights or
        transfer any obligations arising from this Agreement without the prior
        written consent of the Agent (acting on the instructions of the Majority
        Lenders).

18.2    TRANSFERS BY LENDERS

        Any Lender may transfer all or any of its rights, benefits and
        obligations under this Agreement or change its Lending Office (whether
        in the same or a different jurisdiction) provided always that:

        (a)     prior to the transfer or change in Lending Office becoming
                effective, the relevant Lender gives notice to GFC (with a copy
                to the Agent) of the identity of the Transferee or (as the case
                may be), the new Lending Office and the jurisdiction of tax
                residence of the Transferee or (as the case may be), the new
                Lending Office;

        (b)     the Transferee (i) is a subsidiary or affiliate of the
                transferor which is eligible for support from the applicable
                Export Credit Agency or Agencies or (ii) is an Export Credit
                Agency or (iii) is eligible for support from each of the Export
                Credit Agencies and has been approved as a Transferee by GFC
                (such approval, in the case of any transfer proposed to take
                effect at any time after the Facility has ceased to be available
                for Utilisation, not to be unreasonably withheld or delayed) or
                (iv) is eligible for support from each of the Export Credit
                Agencies and is designated as a Transferee by the relevant
                Export Credit Agency;

        (c)     the Transferee shall deliver to the Agent the Internal Revenue
                Service Forms required by Clause 4.12.2 (DEDUCTIONS AND
                WITHHOLDINGS);

        (d)     the Transferee is neither resident in the United Kingdom for
                United Kingdom tax purposes nor controlled by persons who are so
                resident if the transfer to the Transferee would result in
                Advances of Lenders resident in the United Kingdom for United
                Kingdom tax purposes or controlled by persons who are so
                resident constituting 50 per cent, (or more than 40 per cent. if
                a further 40 per cent. is held by another person or persons
                acting together) or more of the Advances as at the date of the
                proposed transfer; and

        (e)     all costs and expenses of the Transfer shall be borne by the
                transferring Lender and, with the exception of transfers
                occurring as a result of sub-paragraphs (ii) and (iv) of Clause
                18.2(b), no Obligor shall be under any obligation to pay any
                greater amount or suffer any other increase in liabilities or
                diminution in right or benefit under the Transaction Documents
                following and as a consequence (directly or indirectly) of any
                such transfer or change in Lending Office,

        PROVIDED further that the provisos set out above shall not apply to the
        extent that any Lender has so assigned or transferred its Relevant
        Proportion of any Loan or changed its Lending Office in relation to any
        Loan pursuant to, and in accordance with, Clause 15 (MITIGATION).

                                    Page 61

<PAGE>

18.3    TRANSFER CERTIFICATES

18.3.1  If any Lender (the Transferor) transfers all or any part of its rights,
        benefits and/or obligations under the Transaction Documents to another
        bank or financial institution (the Transferee), such transfer shall be
        effected by way of a novation by the delivery to, and the execution by,
        the Agent of a duly completed Transfer Certificate or in such other
        manner as all parties hereto may agree.

18.3.1  On the date specified in the Transfer Certificate:

        (a)     to the extent that in the Transfer Certificate the Transferor
                seeks to transfer its rights and obligations hereunder, each of
                the Obligors and the Transferor shall each be released from
                further obligations to each other under this Agreement and their
                respective rights against each other shall be cancelled (such
                rights and obligations being referred to in this Clause 18.3 as
                DISCHARGED RIGHTS AND OBLIGATIONS);

        (b)     the Agent, the Joint Arrangers, the Lenders, the Security
                Trustee and each of the Obligors and the Transferee shall each
                assume obligations towards each other and/or acquire rights
                against each other which, subject to Clause 18.2 above, differ
                from the Discharged Rights and Obligations only insofar as, each
                of the Obligors and the Transferee have assumed and/or acquired
                the same in place of each of the Obligors and the Transferor;

        (c)     the Agent, the Joint Arrangers, the Security Trustee, each of
                the Obligors, the Transferee and the other Lenders shall acquire
                the same rights and assume the same obligations among themselves
                as they would have acquired and assumed had the Transferee
                originally been a party hereunder as a Lender with the rights
                and/or the obligations acquired or assumed by it as a result of
                the transfer; and

        (d)     the Transferee, the Agent, the Security Trustee, the Joint
                Arrangers and each of the other Lenders shall acquire the same
                rights and assume the same obligations amongst themselves as
                they would have acquired and assumed had the Transferee
                originally been a party to this Agreement as a Lender in the
                place of the Transferor.

18.3.3  Each Obligor hereby confirms that the execution of any such Transfer
        Certificate by the Agent on its behalf shall be binding upon and
        enforceable against it as if it had executed the Transfer Certificate
        itself,

18.3.4  The Agent shall promptly complete a Transfer Certificate on written
        request by a Transferor and upon payment by the Transferee (other than
        in the case of an Export Credit Agency (or a Transferee nominated
        thereby) being a Transferee) of a fee of US$1,000 to the Agent. Each of
        the Lenders, the Joint Arrangers and the Security Trustee hereby
        irrevocably authorises the Agent and each Obligor hereby irrevocably
        authorises the Agent to execute any duly completed Transfer Certificate
        on its behalf provided that such authorisation does not extend to the
        execution of a Transfer Certificate on behalf of either the Transferor
        or the Transferee named therein.

18.4    COSTS AND EXPENSES

        In relation to any transfer contemplated by this Clause 18 which is
        undertaken voluntarily by any Lender (and, for the avoidance of doubt,
        not a transfer pursuant to Clause 15 (Mitigation), the costs and
        expenses thereby incurred by the Agent, the Security Trustee , the
        Export Credit Agencies and each Lender shall be for the account of the
        Transferee or the Transferor (as they may agree between themselves).

                                    Page 62

<PAGE>

18.5    CREDIT SALE AGREEMENT TRANSFERS/REGISTERED AGREEMENT

18.5.1  Each Credit Sale Agreement is a registered agreement. A manually signed
        copy of each Credit Sale Agreement and the corresponding Head Lessor
        Register (as defined in Clause 18.5.2) shall be the only evidence of a
        Borrower's rights under such Credit Sale Agreement. Each Credit Sale
        Agreement is not a bearer instrument.

18.5.2  At the expense of the relevant Export Lessee, the Security Trustee
        agrees to keep, on behalf of the relevant Export Lessee in respect of
        each Credit Sale Agreement, a record of ownership (the HEAD LESSOR
        REGISTER) (in the form provided to it by the relevant Export Lessee) in
        which it will record by book entry (and record by book entry any
        transfer of) the relevant Borrower's right, title and interest in such
        Credit Sale Agreement and in the rights to receive payments in
        accordance with the terms of such Credit Sale Agreement.

18.5.3  No transfer by a Borrower of all or any part of its interest in any
        Credit Sale Agreement or in any of its rights to receive any payments
        pursuant to the relevant Credit Sale Agreement shall be permitted unless
        a book entry of such transfer is made upon the Head Lessor Register.

18.5.4  A Borrower may only transfer its interest in any Credit Sale Agreement
        and its light to receive any payments pursuant to such Credit Sale
        Agreement only by giving written notice to the Security Trustee stating
        the name of the proposed transferee. No such transfer shall be effective
        until, and such transferee shall succeed to the rights of the relevant
        Borrower under the relevant Credit Sale Agreement only upon, entry of
        such transfer by the Security Trustee in the Head Lessor Register. The
        party identified in the Head Lessor Register as the "Head Lessor" under
        the relevant Credit Sale Agreement shall be treated as the owner of the
        relevant Borrower's interest in and rights under the relevant Credit
        Sale Agreement for all purposes.

19      SET-OFF AND PRO RATA PAYMENTS

19.1    SET-OFF

19.1.1  Each Lender and each of the Representatives may, at any time during the
        continuance of a Termination Event, set off from any sum payable by it
        to any one or more of the Obligors under any of the Transaction
        Documents any sum due and unpaid by the relevant Obligor to such Lender
        or Representative in each case under or in relation to any of the
        Transaction Documents and any document or agreement entered into
        pursuant to or in connection with any of the Transaction Documents.

19.1.2  No Obligor shall be entitled to deduct any sum which may be due to it
        from the Lenders (or any of them) howsoever arising from any sum payable
        by such Obligor under or in connection with any of the Transaction
        Documents.

19.1.3  No Obligor shall be entitled to refuse or to postpone performance of any
        payment or other obligation under any of the Transaction Documents by
        reason of any claim which it may have or may consider that it has
        against (i) the Lenders (or any of them) under or in connection with any
        of the Transaction Documents, or any other agreement with any of the
        Lenders and/or (ii) any other party under or in connection with any of
        the Transaction Documents.

19.2    PRO-RATA SHARING

19.2.1  If a Lender (SHARING LENDER) receives or recovers any amount pursuant to
        the Transaction Documents by voluntary or involuntary payment, set-off
        or any other manner other than through the Agent in accordance with
        Clause 12 (APPLICATION OF SUMS RECEIVED), then:

                                    Page 63

<PAGE>

        (a)     the Sharing Lender shall immediately notify the Agent of the
                amount received or recovered and the manner of its receipt of
                recovery;

        (b)     the Agent shall determine whether the amount discharged is in
                excess of the amount which the Sharing Lender would have
                received had the amount discharged been received by the Agent
                and distributed in accordance with Clause 12 (APPLICATION OF
                SUMS RECEIVED);

        (c)     the Sharing Lender shall pay the Agent an amount equal to that
                excess (The EXCESS AMOUNT) within 5 Business Days of demand by
                the Agent;

        (d)     the Agent shall treat the Excess Amount as it were a payment by
                an Obligor under Clause 12 (APPLICATION OF SUMS RECEIVED) and
                shall pay the Excess Amount to the Lenders (other than the
                Sharing Lender) in accordance with Clause 12 (APPLICATION OF
                SUMS RECEIVED); and

        (e)     as between the relevant Borrower and the Sharing Lender the
                Excess Amount shall be treated as not having been received or
                recovered, and accordingly such Borrower shall owe the Sharing
                Lender an immediately payable debt equal to the Excess Amount.

19.2.2  Notwithstanding Clause 19.2.1 no Sharing Lender shall (i) be obliged to
        share any Excess Amount which it receives or recovers pursuant to legal
        proceedings taken by it to recover any sums owing to it under the
        Transaction Documents with any other Lender which has a legal right to,
        but does not, either join in such proceedings or commence and diligently
        pursue separate proceedings to enforce its rights, unless the
        proceedings instituted by the Sharing Lender are instituted by it
        without prior notice having been given to such Lender through the Agent
        and an opportunity to such Lender to join in such proceedings or (ii) no
        Lender shall be obliged to exercise any right of set-off it may have
        against any or all of the Obligors at any time, or to set-off against
        any obligations of any of the Obligors in relation to the Transaction
        Documents any sum which such Lender may hold on deposit or otherwise
        from any Obligor, or any other right against any Obligor in favour of
        such Lender which sum has been received or right has arisen unrelated to
        and independent from the Transaction.

19.2.3  If any Excess Amount subsequently has to be wholly or partially refunded
        to an Obligor by a Sharing Lender which has paid an amount equal to that
        Excess Amount to the Agent under Clause 19.2.1, each Lender to which any
        part of that amount was distributed shall on request from the Sharing
        Lender repay to the Sharing Lender that Lender's proportionate share of
        the amount which has to be so refunded by the Sharing Bank.

19.2.4  Each Lender shall on request supply to the Agent such information as the
        Agent may from time to time request for the purpose of this Clause 19.2.

20      RIGHTS CUMULATIVE, WAIVERS, SEVERABILITY

20.1    CUMULATIVE RIGHTS

        The respective rights of the Agent, the Security Trustee and the Lenders
        pursuant to this Agreement and the other Transaction Documents:

        (a)     are cumulative, may be exercised as often as they consider
                appropriate and are in addition to their respective rights under
                the general law; and

        (b)     shall not be capable of being waived or varied otherwise than by
                an express waiver or variation in writing.

                                    Page 64

<PAGE>

20.2    WAIVERS

        Any failure to exercise, or any delay in exercising, on the part of any
        Representative or Lender any right under any Transaction Document shall
        not operate as a waiver or variation of that or any other right and any
        defective or partial exercise of any such right shall not preclude any
        other or further exercise of that or any other right, and no act or
        course of conduct or negotiation shall in any way preclude any party
        hereto from exercising any such right or constitute a suspension or any
        variation of any such right.

20.3    SEVERABILITY

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

21      FURTHER ASSURANCE

        Each Obligor shall from time to time and at its own cost promptly sign,
        seal, execute, acknowledge, deliver, file and register all such
        additional documents, instruments, agreements, certificates, consents
        and assurances and do all such other acts and things as may be required
        by law or reasonably requested by the Agent from time to time in order
        to give full effect to each Transaction Document or to establish,
        maintain, protect or preserve the rights of the Security Trustee, the
        Agent and the Lenders under the Transaction Documents or to enable any
        of them to obtain the full benefit of each Transaction Document and to
        exercise and enforce their respective rights and remedies under the
        Transaction Documents.

22      NOTICES

22.1    Unless otherwise expressly provided herein, all notices, requests,
        demands or other communications to or upon the respective parties hereto
        in connection with any Transaction Document, the Facility, any
        Utilisation or any Aircraft shall:

        (a)     in order to be valid be in English and in writing;

        (b)     be deemed to have been duly served on, given to or made in
                relation to a party if it is:

                (i)     left at the address of that party set out herein or at
                        such other address as that party may notify to the other
                        parties hereto in writing from time to time or to any
                        officer of the addressee;

                (ii)    posted by first class airmail postage prepaid or sent
                        with an internationally recognised courier service in
                        each case in an envelope addressed to that party at such
                        address; or

                (iii)   sent by facsimile to the facsimile number of that party
                        set out herein or to such other number as that party may
                        notify to the other parties hereto from time to time;

        (c)     be sufficient if:

                (i)     executed under the seal of the party giving, serving or
                        making the same; or

                                    Page 65

<PAGE>

                (ii)    signed or sent on behalf of the party giving, serving or
                        making the same by any attorney, director, secretary,
                        agent or other duly authorised representative of such
                        party;

        (d)     be effective:

                (i)     in the case of a letter, when left at the address
                        referred to in Clause 22. l(b)(i) after being deposited
                        in the post first class airmail postage prepaid or
                        deposited with an internationally recognised courier
                        service and in each case in an envelope addressed to the
                        addressee at the address referred to in Clause
                        22.1(b)(i); and

                (ii)    in the case of a facsimile transmission, upon receipt of
                        a facsimile transmission slip indicating that the
                        correct number of pages have been sent to the correct
                        facsimile number;

22.2    For the purposes of this Clause 22, all notices, requests, demands or
        other communications shall be given or made by being addressed as
        follows:

        (a)     if to the Cayman Borrower to:

                c/o Walkers SPV Limited
                Walker House
                Mary Street
                PO Box 908 GT
                George Town
                Grand Cayman
                Cayman Islands

                Facsimile No: +1 345 949 7886
                Attention:    The Directors

                with copies to GFC and the Agent at the addresses detailed below

        (b)     if to the Irish Borrower to:

                c/o AIB International Financial Services Limited
                West Block Building
                International Financial Services Centre
                Dublin 1
                Ireland

                Facsimile No: +353 1 874 3050
                Attention:    The Managing Director

                with copies to GFC and the Agent at the addresses detailed
                below.

        (c)     if to the Cayman Export Lessee, the Irish Export Lessee or GFC:

                GATX Financial Corporation
                Four Embarcadero Center
                Suite 2200
                San Francisco
                California 94111
                The United States of America

                                    Page 66

<PAGE>

                Facsimile No: + 1 415 955 3424
                Attention:    Aircraft Portfolio Administration

                with a copy to the Agent at the address detailed below.

        (d)     if to the Agent and the Security Trustee:

                Credit Lyonnais
                1 -3 rue des Italiens
                75009 Paris
                France

                Facsimile No: +33 1 42 95 11 81
                Attention:    Transportation Group/Middle Office

        (e)     if to a Lender from any of the Obligor then to such Lender care
                of the Agent.

        (f)     if to a National Agent, then to the address and/or facsimile
                number set out opposite the name of such National Agent in the
                relevant Part of Schedule 1.

23      GOVERNING LAW AND JURISDICTION

23.1    This Agreement shall be governed and construed in accordance with
        English law.

23.2    Each Obligor irrevocably agrees for the benefit of each Finance Party
        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 Agreement or any other
        Transaction Document and, for such purposes, irrevocably submits to the
        jurisdiction of such courts.

23.3    Each party irrevocably waives any objection which it might now or
        hereafter have to the courts referred to in Clause 23.2 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 Agreement or any other Transaction Document and agrees not to claim
        that any such court is not a convenient or appropriate forum in each
        case whether on the grounds of venue or forum non conveniens or any
        similar grounds or otherwise.

23.4    For the purpose of any suit, action, proceeding or settlement of dispute
        in the English courts (whether under this Agreement or any other
        Transaction Document), each Obligor:

        (a)     appoints the agent specified in Schedule 7 to accept service of
                process in respect of any such suit, action, proceeding or
                settlement of dispute;

        (b)     confirms that such agent is willing to accept service of such
                process on its behalf in respect of this Agreement and the other
                Transaction Documents; and

        (c)     if the agent specified in Schedule 7 no longer serves as its
                agent, shall promptly appoint another such agent acceptable to
                the Agent and advise the Agent thereof.

23.5    The submission to the jurisdiction of the courts referred to in Clause
        23.2 shall not (and shall not be construed so as to) limit the right of
        any Finance Party to take proceedings against any Obligor in any other
        court of competent jurisdiction 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 to the extent permitted
        by Applicable Law.

                                    Page 67

<PAGE>

23.6    To the extent that any Obligor or any of the property of any Obligor is
        or becomes entitled at any time to any immunity on the grounds of
        sovereignty or otherwise from any legal action, suit or proceeding, from
        set-off or counterclaim, from the jurisdiction of any competent court,
        from service of process, from attachment prior to judgment, from
        attachment in aid of execution, or from execution prior to judgment, or
        other legal process in any jurisdiction, each such Obligor, for itself
        and its property, hereby irrevocably and unconditionally waives, and
        agrees not to plead or claim, any such immunity with respect to its
        obligations, liabilities or any other matter under or arising out of or
        in connection with any of the Transaction Documents.

24      MISCELLANEOUS

24.1    A certificate given by any Finance Party as to the amount of any sum
        required to be paid to it under any provisions of this Agreement or any
        of the other Transaction Documents (including any Termination Amount)
        shall, save in the case of manifest error, be prima facie evidence of
        the amounts therein stated for all purposes of this Agreement and any of
        the other Transaction Documents.

24.2    The parties hereto agree and acknowledge that this Agreement shall
        continue in full force and effect for all purposes until all Secured
        Loan Obligations have been paid in full notwithstanding that the
        Commitments may at any time be reduced to zero.

24.3    Each of the parties hereto agrees that no amendments, variations,
        supplements or modifications may be made to any of the Transaction
        Documents other than by an instrument in writing executed by the
        applicable Obligor(s) and the Agent or the Security Trustee as provided
        in the applicable Transaction Document, or where expressly provided in
        the applicable Transaction Document, the Agent on behalf and on the
        instructions of the Majority Lenders (which consent shall not be
        unreasonably withheld).

24.4    Each of the Obligors hereby acknowledges and accepts that under the
        Support Agreements, the Export Credit Agencies have certain rights to
        require the Lenders, the Agent and/or the Security Trustee to act, or to
        omit to act, in accordance with the instructions of the Export Credit
        Agencies. Accordingly, each of the Obligors hereby acknowledges and
        accepts that if any of the Lenders, the Agent and/or (as the case may
        be), the Security Trustee have to exercise a right, discretion or power
        under any of the Transaction Documents "reasonably", "in good faith" or
        "bona fide" or with any other restriction of whatsoever nature then such
        Lender, the Agent and/or (as the case may be), the Security Trustee will
        be deemed to be acting "reasonably", "in good faith" or "bona fide" or
        in accordance with such other restrictions (as the case may be) if such
        Lender, the Agent and/or the Security Trustee exercises, or refrains
        from exercising, such right, discretion or power in accordance with the
        instructions of the relevant Export Credit Agency.

25      CONFIDENTIALITY

25.1    At all times during the Security Period and after the termination
        thereof, each party hereto shall use all reasonable endeavours to ensure
        that its respective officer's, directors, employees and agents shall
        keep secret and confidential and not, without the prior written consent
        of GFC, the Agent and the Security Trustee, disclose to any third party
        the terms of any of the Transaction Documents, any Lease, Sub-Lease,
        Insurances, or Airbus Purchase Agreements or any of the information,
        reports, invoices, or documents supplied by or on behalf of any of the
        other parties hereto, save that any such party shall be entitled to
        disclose any such terms, information, reports or documents:

                                    Page 68

<PAGE>

        (a)     in connection with any proceedings arising out of or in
                connection with any of the Transaction Documents to the extent
                that such party may consider necessary to protect its interest;
                or

        (b)     to any potential permitted assignee or transferee of all or any
                of such party's rights under any of the Transaction Documents or
                any other permitted person proposing to enter into contractual
                arrangements with such party in relation to or in connection
                with the transactions contemplated by any of the Transaction
                Documents, subject to it obtaining an undertaking from such
                potential permitted assignee or permitted other person in the
                terms similar to this Clause 25.1; or

        (c)     if required to do so by an order of a court of competent
                jurisdiction whether in pursuance of any procedure for
                discovering documents or otherwise; or

        (d)     pursuant to any law or regulation having the force of law
                (including, without limitation, filing requirements of the
                Securities & Exchange Commission of the United States); or

        (e)     to any fiscal, monetary, tax, governmental or other competent
                authority; or

        (f)     to its auditors, bankers, legal or other professional advisers
                (which are under an ethical obligation to or agree to hold such
                information confidential); or

        (g)     to any of the Export Credit Agencies; or

        (h)     in any manner contemplated by any of the Transaction Documents;
                or

        (i)     to GFC.

25.2    In addition, any party shall be entitled to disclose or use any such
        information, reports or documents if the information contained therein
        shall have emanated in conditions free from confidentiality bona fide
        from some person other than the relevant party hereto and such party
        would, but for the preceding provisions of this Clause 25 have been free
        to disclose or use the same.

25.3    Each party may, notwithstanding any other provision of this Clause 25,
        release to any potential assignee or transferee (permitted in each case
        pursuant hereto or to the relevant Transaction Document), or other
        person proposing to enter into contractual arrangements with such party
        in relation to or in connection with the transactions contemplated by
        any of the Transaction Documents, a copy of any of the Transaction
        Documents, provided that each such potential assignee or transferee or
        other person confirms in writing to the other parties to this Agreement
        that it is bound by the terms of this Clause 25 as if it had been a
        party to this Agreement.

26      COUNTERPARTS

        This Agreement may be executed in any number of counterparts and by
        different parties thereto on separate counterparts and any single
        counterpart or set of counterparts signed, in either case, by all the
        parties hereto shall be deemed to constitute a full and original
        agreement for all purposes but all counterparts shall constitute but one
        and the same instrument.

                                    Page 69

<PAGE>

27      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

27.1    Subject to Clause 27.2, it is not intended by any of the Parties that
        any term of this Agreement, save for those contained in Clause 1.3
        (INDEMNITIES), shall be enforceable solely by virtue of the Contracts
        (Rights of Third Parties) Act 1999 by any person who is not a Party.

27.2    Each Party agrees that, notwithstanding Clause 27.1, any provision in
        this Agreement expressed to be for the benefit of the Export Credit
        Agencies shall be enforceable by any such Export Credit Agency.

27.3    The Parties shall not require the consent of any person who is not a
        Party in order to rescind, vary, waive, release, assign, novate or
        otherwise dispose of all or any of their respective rights or
        obligations under this Agreement, including those in Clause 13
        (INDEMNITIES) pursuant to the terms of this Agreement.

EXECUTED AS A DEED by the Parties or their duly authorised representatives

                                    Page 70
<PAGE>

SCHEDULE 1- PART I: THE BRITISH LENDERS

<TABLE>
<CAPTION>
                                                                                  MAXIMUM AMOUNT OF BRITISH
                                                               JURISDICTION OF  LENDERS COMMITMENTS EXPRESSED
 LENDER          LENDING OFFICE        ADDRESS FOR NOTICES      INCORPORATION          AS A PERCENTAGE
-----------      --------------      -----------------------   ---------------  -----------------------------
<S>              <C>                 <C>                       <C>              <C>
Halifax plc      Halifax plc         Structured Finance          England                     100%
                 Trinity Road        Halifax plc
                 Halifax             33 Old Broad Street
                 West Yorkshire      London
                 HX1 2RG             EC2N 1HZ

                                     Tel:  +44 20 7574 8180
                                     Fax:  +44 20 7574 8139
                                     Email: mike_gear@bankof
                                     scotland.co.uk
                                     Attention: Mike Gear
</TABLE>

                                    Page 71

<PAGE>

SCHEDULE 1 - PART II : THE FRENCH LENDERS

<TABLE>
<CAPTION>
                                                                                         MAXIMUM AMOUNT OF
                                                               JURISDICTION OF   FRENCH LENDERS COMMITMENTS EXPRESSED
    LENDER        LENDING OFFICE      ADDRESS FOR NOTICES       INCORPORATION             AS A PERCENTAGE
---------------   ---------------   ------------------------   ---------------   ------------------------------------
<S>               <C>               <C>                        <C>               <C>
Credit Lyonnais    1-3 rue des      1-3 rue des Italiens          France                Please see table below
                   Italiens         75009 Paris
                   75009 Paris      Fiance
                   France
                                    Tel: +33 1 42 95 0468
                                    or   +33 1 42 95 0285
                                    Fax: +33 1 42 95 1181
                                    or   +33 1 42 95 88 76
                                    Attention: Middle Office

Halifax plc        Halifax plc      Structured Finance            England               Please see table below
                   Trinity Road     Halifax plc
                   Halifax          33 Old Broad Street
                   West Yorkshire   London
                   HX1 2RG          EC2N 1HZ

                                    Tel: +44 20 7574 8180
                                    Fax: +44 20 7574 8139
                                    Attn: Mike Gear
</TABLE>

              DIVISION OF THE FRENCH PORTION BETWEEN FRENCH LENDERS

<TABLE>
<CAPTION>
               Credit Lyonnais       Halifax plc
               ---------------       -----------
<S>            <C>                   <C>
A319 CFM             50                   50
A319 IAE             60                   40
A320 CFM             50                   50
A320 IAE             75                   25
A321 CFM             50                   50
A321 IAE             75                   25
</TABLE>

                                    Page 72

<PAGE>

Schedule 1 - Part III : THE GERMAN LENDERS

<TABLE>
<CAPTION>
                                                                                             MAXIMUM AMOUNT OF
                                                                   JURISDICTION OF   GERMAN LENDERS COMMITMENTS EXPRESSED
    LENDER          LENDING OFFICE        ADDRESS FOR NOTICES       INCORPORATION            AS A PERCENTAGE
---------------   -------------------   ------------------------   ---------------   ------------------------------------
<S>               <C>                   <C>                        <C>               <C>
Bayerische        Brienner Strasse 18   Brienner Strasse 18            Germany                         65%
Landesbank        D-80333               D-80333
Girozentrale      Munich                Munich
                  Germany               Germany

                                        Tel: +49 89 2171 231 22
                                        Fax: +49 89 2171 251 59
                                        Attention: Wolfgang
                                        Schnull

Kreditanstalt     Palmengartenstrasse   Kreditanstalt fur              Germany                         35%
fur               5-9,                  Wiederaufbau, Export and
Wiederaufbau      60325 Frankfurt am    Project Finance -
                  Main                  Aerospace -
                  Germany               Palmengartenstrasse 5-9,
                                        60325 Frankfurt am Main,
                                        Germany

                                        Tel: +49 69 7431 2197
                                        Fax: +49 69 7431 2944
                                        Attention:Aviation Group
                                        K III b 2

</TABLE>

                                    Page 73

<PAGE>

SCHEDULE 2 - FORM OF TRANSFER CERTIFICATE

To: [Agent]

                              TRANSFER CERTIFICATE

This transfer certificate (TRANSFER CERTIFICATE) relates to an Agreement dated
20 December 2001 and made between (1) the banks and financial institutions named
therein as Lenders, (2) Halifax plc, Credit Lyonnais and Bayerische Landesbank
Girozentrale (as NATIONAL AGENTS), (3) Kreditanstalt fur Wiederaufbau (as GERMAN
PARALLEL LENDER), (4) Credit Lyonnais (as AGENT), (5) Credit Lyonnais (as
SECURITY TRUSTEE), (6) EFG Aircraft Limited (as CAYMAN BORROWER) (7) EFG
Aircraft (Ireland) Limited (as IRISH BORROWER), (8) O'Farrell Leasing Limited
(as CAYMAN EXPORT LESSEE); (9) O'Farrell Leasing (Ireland) Limited (as IRISH
EXPORT LESSEE), (10) GATX Financial Corporation (as GFC) and (11) Halifax plc,
and Credit Lyonnais (as JOINT ARRANGERS) (the AGREEMENT which term shall include
any amendments or supplements thereto) and to each of the Loan Supplements made
between the Agent, the Security Trustee and the [**       ](as the case may be)
in respect of an Advance under the Agreement.

Terms defined or incorporated by reference in the Agreement shall, unless
otherwise defined, have the same meanings when used in this Transfer
Certificate.

I.    [Details of the Transferor] (the TRANSFEROR):

      1.    confirms that to the extent that details appear in the Schedule to
            this Transfer Certificate under the headings "Transferor's
            Commitment", "Amount of Commitment Transferred and the Related
            Rights and Obligations of the Transferor to be Transferred",
            "Transferor's Participation" and "Amount of Transferor's
            Participation Transferred and Related Rights and Obligations of the
            Transferor to be Transferred", those details accurately summarise
            its Commitment and its participation in the Facility and its
            participation in each Advance already made all or part of which is
            to be transferred (as more particularly described in the Loan
            Supplements);

      2.    requests [Details of Transferee] (the Transferee) to accept and
            procure, in accordance with Clause 18.3 (Transfer Certificates) of
            the Agreement, the substitution of the Transferor by the Transferee
            in respect of the amount specified in the Schedule hereto of its
            Commitment and its participation in the Facility and its
            participation in each Advance already made (as more particularly
            described in the Loan Supplements) by signing this Transfer
            Certificate.

II.   The Transferee hereby requests each of the Obligors, the Joint Arrangers,
      the Lenders, the Agent and the Security Trustee to accept this executed
      Transfer Certificate as being delivered under and for the purposes of
      Clause 18.3 (Transfer Certificates) of the Agreement so as to take effect
      in accordance with the terms thereof on the Transfer Date or on such later
      date as may be determined in accordance with the terms thereof.

                                    Page 74

<PAGE>

III.  The Transferee:

      1.    represents that it has received a copy of the Agreement and copies
            of each Loan Supplement together with such other documents and
            information as it has requested in connection with this transaction;

      2.    represents that it has not relied and will not rely on the
            Transferor to check or enquire on its behalf into the legality,
            validity, effectiveness, adequacy, accuracy or completeness of any
            such documents or information; and

      3.    agrees that it has not relied and will not rely on any of the
            Transferor, the Agent or any of the Lenders to assess or keep under
            review on its behalf the financial condition, creditworthiness,
            condition, affairs, status or nature of any party to any of the
            Transaction Documents or the legality, validity, priority, adequacy,
            effectiveness or enforceability of any of the Transaction Documents.

      4.    represents that it has completed, signed and delivered to the Agent
            the United States Internal Revenue Service form required by Clause
            4.12.2 (Deductions and Withholdings) of the Agreement;

      5.    represents that it is neither resident in the United Kingdom for
            United Kingdom tax purposes nor controlled by persons who are so
            resident if the transfer hereunder would result in Advances of
            Lenders resident in the United Kingdom for United Kingdom tax
            purposes or controlled by persons who are so resident constituting
            fifty per cent (50%) or more of the Advances as at the date of the
            proposed transfer;

      6.    represents that it is acquiring the Transferor's right, title and
            interest hereunder in the ordinary course of its lending business
            and not with any present view to the distribution thereof in
            violation of the registration requirements of the U.S. Securities
            Act of 1933, as amended, and that the transfer is in compliance with
            all applicable securities and other laws (if any); and

      7.    agrees that it will be bound by the provisions of the Agreement and
            the other Transaction Documents and will perform in accordance with
            the terms of the Agreement and the other Transaction Documents the
            obligations which by their terms are required to be performed by a
            Lender.

IV.   The Transferee undertakes with the Transferor and each of the other
      parties to the Agreement that it shall perform in accordance with their
      terms all those obligations which by the terms of Clause V of this
      Transfer Certificate will be assumed by it upon delivery of the executed
      copy of this Transfer Certificate to the Agent and further undertakes with
      the Transferor, each of the other Lenders, the Agent and the Security
      Trustee that it shall perform in accordance with their terms all of the
      obligations of the Transferor under the Agreement as if the Transferee had
      originally been a party to the Agreement and each of the other Lenders,
      the Agent and the Security Trustee undertake with the Transferee to
      perform their obligations under the Agreement to the Transferor in favour
      of the Transferee as if the Transferee had originally been a party to the
      Agreement.

V.    With effect from the Transfer Date as specified in the Schedule hereto the
      parties hereto (including in particular but without limitation the
      Transferee) agree that:

            (i)   to the extent of the Transferor's rights and obligations under
                  the Agreement and the other Transaction Documents the Obligors
                  and the Transferor shall each be released from further
                  obligations to each other under the Agreement and the other
                  Transaction Documents and their respective rights against each

                                    Page 75

<PAGE>

                  other shall be cancelled (such rights and obligations being
                  referred to in this Clause V as DISCHARGED RIGHTS AND
                  OBLIGATIONS); AND

            (ii)  each of the Obligors, the Agent, the Security Trustee, the
                  Arranger, each of the other Lenders and the Transferee shall
                  each assume obligations towards each other and/or acquire
                  rights against each other which differ from the Discharged
                  Rights and Obligations only insofar as each of the Obligors
                  and the Transferee have assumed and/or acquired the same in
                  place of each of the Obligors and the Transferor; and

            (iii) the Agent, the Security Trustee, the Arranger, each of the
                  Obligors, the Transferee and the other Lenders shall acquire
                  the same rights and assume the same obligations among
                  themselves as they would have acquired and assumed had the
                  Transferee originally been a party to the Agreement and the
                  other Transaction Documents as a Lender in respect of the
                  participation; and

            (iv)  all costs and expenses of the transfer hereunder shall be
                  borne by the Transferor or Transferee (as the case may be),
                  and no Obligor shall be under any obligation to pay any
                  greater amount or suffer any other increase in liabilities or
                  diminution in right or benefit under the Transaction Documents
                  following and as a consequence (directly or indirectly) of any
                  such transfer (other than if the Transferee is an Export
                  Credit Agency or the transfer is at the instigation of an
                  Export Credit Agency in which case the cost shall be borne
                  jointly and severally by the Borrowers) or change in Lending
                  Office unless and until a Change in Law occurs and as a result
                  of such Change in Law (excluding any Change in Law which
                  occurs, or the intended implementation of which is officially
                  announced or proposed before the date of such transfer or
                  change in Lending Office).

VI.   None of the Transferor, the Lenders, the Agent or the Security Trustee:

      1.    makes any representation or warranty or assumes any responsibility
            with respect to the legality, validity, effectiveness, adequacy or
            enforceability of the Agreement; or

      2.    assumes any responsibility for the financial condition of any of the
            Obligors or for the performance and observance by any of the
            Obligors or any other party to any of the Transaction Documents or
            any other document relating thereto of any of the Obligor's or such
            other party's obligations under any of the Transaction Documents or
            any document relating thereto and any and all conditions and
            warranties, whether express or implied by law or otherwise, are
            excluded.

VII.  None of the Obligors assumes any responsibility for the financial
      condition of any party, or for the performance or observance by any party,
      other than the Obligors, of any of the Transaction Documents or any other
      document relating thereto or such party's obligations under the Agreement
      or any document relating thereto (other than those of the Obligors and any
      and all conditions and warranties whether express or implied by law or
      otherwise, are excluded (other than in relation to the performance or
      observance of the Obligors).

VIII. The Transferee confirms that its Lending Office and address for notices
      for the purposes of the Agreement are as set out in the Schedule hereto.

IX.   A.    The Transferor hereby gives notice to the Transferee (and the
            Transferee hereby acknowledges and agrees with the Transferor) that
            the Transferor is under no obligation to re-purchase (or in any
            other manner to assume, undertake or discharge any obligation or
            liability in relation to) the transferred Commitment, and/or

                                    Page 76

<PAGE>

            transferred participation in the Advances already made (as more
            particularly described in the Loan Supplements) and/or the
            transferred rights and/or obligations at any time after this
            Transfer Certificate shall have taken effect.

      B.    Following the date upon which this Transfer Certificate shall have
            taken effect, without limiting the provisions hereof, each of the
            Transferee and the Transferor hereby acknowledges and confirms to
            the other that in relation to the relative Commitment/participation
            in the Advances already made (as more particularly described in the
            Loan Supplements) and the rights and/or obligations under the
            Agreement assumed by the Transferee (or part thereof), variations,
            amendments or alterations to any of the terms of the Agreement
            and/or any of the Loan Supplements arising in connection with any
            re-negotiation or re-scheduling of the obligations hereunder shall
            apply to and be binding on the Transferee alone.

X.    The Transferor hereby gives notice that nothing herein or in the Agreement
      (or any document relating thereto) shall oblige the Transferee to (i)
      accept a re-transfer from the Transferee of the whole or any part of its
      rights, benefits and/or obligations under the Agreement transferred
      pursuant hereto or (ii) support any losses directly or indirectly
      sustained or incurred by the Transferee for any reason whatsoever
      including, without limitation, the non-performance by any other party to
      the Agreement (or any document relating thereto) of its obligations under
      any such document. The Transferee hereby acknowledges the absence of any
      such obligation as is referred to in (i) or (ii) above.

XI    The Transferee hereby confirms, pursuant to and in accordance with the
      provisions of Clause 23.4 (GOVERNING LAW AND JURISDICTION) of the
      Agreement, that its agent for service of process in England is as set out
      in the Schedule to this Transfer Certificate and confirms that such agent
      is willing to accept service of such process as is described in Clause
      23.4 of the Agreement on behalf of the Transferee in respect of the
      Agreement, any other Transaction Document.

XII.  This Transfer Certificate shall be governed by and construed in accordance
      with English Law,

                                    Page 77

<PAGE>

[Transferee]

By: _________________
    (Duly Authorised)

[Transferor]

By: _________________
    (Duly Authorised)

The Agent on behalf of itself and all other parties to the Agreement (other than
the Transferor and the Obligors).

By: _________________
    (Duly Authorised)

The Agent on behalf of all the Obligors

By: _________________
    (Duly Authorised)

Dated: **

*[N.B.

IRS FORMS SHOULD BE PROVIDED BY TRANSFEREE AT THE SAME TIME AS THIS CERTIFICATE
IF POSSIBLE.]

                                    Page 78

<PAGE>

                      SCHEDULE TO THE TRANSFER CERTIFICATE

Transferor's Commitment       Amount of Commitment Transferred and the Related
                              Rights and Obligations of the Transferor to be
                              Transferred

Transferor's Participation    Amount of Transferor's Participation in Advances
in Advances already made      already made Transferred and Related Rights and
                              Obligations of the Transferor to be Transferred

Date:

[Transferee]

LENDING OFFICE:                           ADDRESS FOR NOTICES:

[             ]                           [                  ]

                                          Telephone: [       ]

                                          Facsimile: [       ]

JURISDICTION OF INCORPORATION:

[         ]

English Process Agent:

[       ]

Transfer Date: [     ]

                                    Page 79

<PAGE>

SCHEDULE 3 - UTILISATION NOTICE

To:   Credit Lyonnais
      1-3 rue des Italiens
      75009 Paris
      France

      Facsimile No: +33 1 42 95 11 81
      Tel No:       +33 1 42 95 77 34
      Attention:    Transportation Group/Middle Office

From: (the EXPORT LESSEE)

RE:   AIRCRAFT FACILITY DATED 20 DECEMBER 2001 AND MADE BETWEEN (1) THE BANKS
      AND FINANCIAL INSTITUTIONS NAMED THEREIN AS LENDERS, (2) HALIFAX PLC,
      CREDIT LYONNAIS AND BAYERISCHE LANDESBANK GIROZENTRALE (AS NATIONAL
      AGENTS), (3) KREDITANSTALT FUR WIEDERAUFBAU (AS GERMAN PARALLEL LENDER),
      (4) CREDIT LYONNAIS (AS AGENT), (5) CREDIT LYONNAIS (AS SECURITY TRUSTEE),
      (6) EFG AIRCRAFT LIMITED (AS CAYMAN BORROWER), (7) EFG AIRCRAFT (IRELAND)
      LIMITED (AS IRISH BORROWER), (8) O'FARRELL LEASING LIMITED (AS CAYMAN
      EXPORT LESSEE), (9) O'FARRELL LEASING (IRELAND) LIMITED (AS IRISH EXPORT
      LESSEE), (10) GATX FINANCIAL CORPORATION (GFC) AND (11) HALIFAX PLC AND
      CREDIT LYONNAIS (AS JOINT ARRANGERS) AS AMENDED, SUPPLEMENTED OR ACCEDED
      TO FROM TIME TO TIME (THE AGREEMENT).

The Export Lessee hereby gives notice in accordance with Clause 3.1.1
(Utilisation Notices) of the Agreement that:

(i)   the [Export Lessee] desires to effect a Utilisation on the [Delivery
      Date], which is currently scheduled to be **          or in respect of a
      Refinanced Aircraft on [          ];

(ii)  the requested amount of the proposed Advance is US$ **          and the
      currency of the Advance is [Dollars/Euros]

(iii) the Aircraft the subject of the Utilisation is one Airbus [A319/A320/A321]
      Aircraft with manufacturer's serial number **          proposed **
      Registration Mark ** **          installed Engines;

(iv)  [the proposed [Lessee][Sub-Lessee] of the Aircraft the subject of the
      Utilisation is ** a company incorporated in **          having its
      principal place of business in ** it is proposed that the Aircraft
      shall be [registered] in **          The Lessee will [and the Sub-Lessee]
      [will] [will not] require quiet enjoyment covenants from the relevant
      [Borrower] [Export Lessee] and the Security Trustee in the form agreed
      between the Security Trustee and the relevant GATX Obligor.]

      [A certified copy of the executed Lease, if any, is attached hereto;]

      [The Aircraft will not be leased to a Lessee on Delivery. Title to the
      Aircraft will be registered in the name of [Borrower/Export Lessee] in
      [name of country].

(v)   the Export Lessee desires the Lenders to disburse the Loan on**

                                    Page 80

<PAGE>

(vi)  the Aircraft Purchase Price is US$**

(vii) [the Borrower/Alternative Borrower [was/is]**         (the Borrower)];

(viii) the expected Delivery Date is**

The account into which the Loan should be paid is account no.**     with**

The Export Lessee hereby certifies that as at the date of this notice no
Relevant Event or Termination Event, has occurred and is continuing or would
result from the drawdown of the Advance, the subject of this Utilisation.

The Export Lessee hereby certifies that all representations and warranties on
the part of each Obligor which is a party to a Transaction Document of such
Utilisation contained in Clause 6 of the Agreement or, in the case of GFC,
Clause 5 of the Guarantee remain true and correct at the date of this notice and
shall remain true and correct on the Utilisation Date and no event has occurred
which constitutes or, with the passing of time or the giving of notice or the
making of any determination or any combination thereof would constitute, a
Termination Event.

Capitalised terms used herein defined in the Agreement have the same meanings
herein.

EXPORT LESSEE

By:

Name:

Title:

Agreed by GATX Financial Corporation

By:

Name:

Title:

                                    Page 81
<PAGE>

SCHEDULE 4 PART I - DETAILS OF PROPOSED AIRCRAFT AND PROPOSED AIRCRAFT DELIVERY
SCHEDULE

<TABLE>
<CAPTION>
               SCHEDULED
                DELIVERY                        ENGINE TYPE        PROPOSED INITIAL
AIRCRAFT NO      MONTH          TYPE             (IF KNOWN)             LESSEE
-----------    ---------      --------      -------------------    ----------------
<S>            <C>            <C>           <C>                    <C>
1                Nov-01       A319-100          CFM56-5B6              UNKNOWN

2                Dec-01       A321-200          CFM56-5B6                LTU

3                Jan-02       A320-200          CFM56-5B6              Air Luxor

4                Feb-02       A320-200          CFM56-5B6              UNKNOWN

5                Apr-02       A320-200          CFM56-5B6/P            UNKNOWN

6                May-02       A320-200          CFM56-5B6/P            UNKNOWN

7               June-02       A320-200          CFM56-5B6                TAP

8               July-02       A320-200          CFM56-5B6                TAP

9               Sept-02       A320-200          CFM56-5B6              UNKNOWN

10               Feb-03       A320-200       Not yet determined        UNKNOWN

11               Mar-03       A320-200       Not yet determined        UNKNOWN

12               Apr-03       A320-200       Not yet determined        UNKNOWN

13              Sept-03       A320-200       Not yet determined        UNKNOWN

14               Oct-03       A320-200       Not yet determined        UNKNOWN

15               Jan-04       A320-200       Not yet determined        UNKNOWN

16               Feb-04       A320-200       Not yet determined        UNKNOWN

17               Mar-04       A320-200       Not yet determined        UNKNOWN

18               Apr-04       A320-200       Not yet determined        UNKNOWN

19               May-04       A320-200       Not yet determined        UNKNOWN
</TABLE>

NOTE: Scheduled Delivery months may be changed.

                                    Page 82

<PAGE>

SCHEDULE 4 PART II - FINANCE PORTIONS OF THE BRITISH LENDERS, FRENCH LENDERS AND
GERMAN LENDERS BY NATIONAL CONTENT

<TABLE>
<CAPTION>
AIRCRAFT TYPE    ENGINE    UK PORTION     FRENCH PORTION       GERMAN PORTION
-------------    ------    ----------     --------------       --------------
<S>              <C>       <C>            <C>                  <C>
A319              CFM         18%              51%                  31%

A319              IAE         28%              39%                  33%

A320              CFM         20%              49%                  31%

A320              IAE         32%              32%                  36%

A321              CFM         17%              52%                  31%

A321              IAE         33%              32%                  35%
</TABLE>

                                    Page 83

<PAGE>

SCHEDULE 5 - LEASE PROVISIONS AND UNDERTAKINGS

PART 1 MINIMUM LEASE PROVISIONS

      "MINIMUM LEASE PROVISIONS", in relation to any Permitted Lease, means the
      following provisions and conditions:

      (a)   Lessee

            The Lessee of the Aircraft shall be a Permitted Lessee.

      (b)   Lease Term

            The lease term under the first lease agreement to be entered into
            with respect to any Aircraft shall, unless otherwise agreed by the
            National Agents, be for a minimum of two (2) years.

      (c)   Payments

            Subject to the terms of any Lease Security Assignment, all payments
            to be made by the Lessee under the relevant Permitted Lease shall be
            made to, and all Maintenance Reserves and Lessee Security will be
            held by, GFC.

      (d)   Rental

            (i)   Currency

                  The Lessee will make rental and all other lease payments in
                  Dollars or Euros or a combination thereof.

            (ii)  Set-off and Counterclaim

                  The Lessee's obligation to pay rental and make other payments
                  in accordance with the Permitted Lease will be absolute and
                  unconditional.

      (e)   Maintenance Reserves and Security Deposit

            The Lessee will be required to pay airframe and (unless and for such
            time as the Lessee is a party to an engine maintenance agreement)
            engine reserves (collectively in this Schedule 5 the MAINTENANCE
            RESERVES) and/or any security deposit (the SECURITY DEPOSIT) in
            circumstances where such Maintenance Reserves and such Security
            Deposit (if any) as GFC deems appropriate in accordance with the
            Standard on such terms as would be appropriate when acting in
            accordance with the Standard.

      (f)   Disclaimer

            (i)   The Lessee shall, on delivery of the Aircraft to it, expressly
                  acknowledge to the relevant Export Lessee that (save as may be
                  permitted hereby) the relevant Export Lessee gives no
                  warranties, representations or guarantees of any kind with
                  respect to the Aircraft.

            (ii)  If the Lessee so requires or, if the Applicable Law limits the
                  extent to which such acknowledgement may be given, such
                  acknowledgement may be qualified so that it is given only to
                  the extent permitted by applicable law.

                                    Page 84

<PAGE>

            (iii) The Lessee's obligation to accept delivery of the Aircraft may
                  be conditional on the Lessee having satisfied itself as to the
                  condition thereof or as to compliance with any specific
                  criteria prior to the execution of its certificate of
                  acceptance.

            (iv)  The relevant Export Lessee may warrant or undertake to the
                  Lessee that the Aircraft will comply with certain specific
                  factual criteria, provided such warranty or undertaking is
                  satisfied or discharged by the Lessee's acceptance of the
                  Aircraft upon the execution of the Lease acceptance
                  certificate (or, if the Lessee agrees to accept delivery
                  notwithstanding non-compliance, provided the relevant Export
                  Lessee undertakes to rectify such non-compliance (or provide
                  appropriate compensation)).

      (g)   Operational and Other Undertakings

            (i)   The Permitted Lease shall (1) contain provisions corresponding
                  in all material respects with those stated in Clauses 12 and
                  13 of the Model Lease Agreement (Operational Undertakings by
                  the Lessee and Maintenance and Repair) (the "MODEL LEASE
                  AGREEMENT" being the form of model lease agreement approved by
                  the National Agents prior to execution of this Agreement and
                  as initialled by the Agent and GFC) amended to the extent GFC
                  considers appropriate acting in accordance with the Standard
                  and (2) require that the Lessee obtain all necessary consents,
                  approvals and authorizations in connection with its leasing of
                  the relevant Aircraft thereunder.

            (ii)  The Permitted Lease shall require that the Lessee shall (1)
                  operate the Aircraft in accordance with all Applicable Laws,
                  (2) obtain and maintain all licenses, consents and permits
                  reasonably necessary in connection with its operation of the
                  Aircraft, (3) discharge all Liens from the Aircraft other than
                  Permitted Liens and (4) during the lease term, provide
                  periodic reports on the utilisation and status of the
                  Aircraft, Airframe and the Engines in such form as may be
                  agreed by GFC in accordance with the Standard.

      (h)   Indemnities

            The Permitted Lease shall contain provisions corresponding in all
            material respects with those stated in Clause 9 of the Model Lease
            Agreement (Expenses and Indemnities) amended to the extent GFC
            considers appropriate acting in accordance with the Standard.

      (i)   Insurance

            The insurance obligations of the Lessee under the Permitted Lease
            shall mutatis mutandis correspond and comply in all material
            respects with those stated in Clause 16 (Insurances) of the Model
            Lease Agreement, except that the Lessor may agree amendments to such
            provisions which are consistent with the Standard but which:

            (i)   are required because the relevant provisions would otherwise
                  contain a requirement not available in the market; and

            (ii)  will not and are not likely adversely to prejudice the Finance
                  Parties.

      (j)   Representations and Warranties

            The Lessee shall represent and warrant to the relevant Export
            Lessee:

                                    Page 85

<PAGE>

            (i)   concerning the Lessee's corporate standing or legal status;

            (ii)  that the Permitted Lease has been duly authorised and executed
                  by the Lessee; and

            (iii) that the Permitted Lease constitutes legal, valid and binding
                  obligations of the Lessee (if the Lessee so requires, this
                  representation and warranty may (to the extent appropriate in
                  accordance with the Standard) be qualified by reference to the
                  qualifications in the legal opinion relating to the Permitted
                  Lease).

      (k)   General Reporting

            The Permitted Lease shall require that the Lessee provide the
            following information:

            (i)   annual audited financial statements of the Lessee or, if the
                  Lessee's obligations are guaranteed by a more creditworthy
                  entity, the guarantor under such guarantee;

            (ii)  notice of any Total Loss of the Aircraft, Airframe or any
                  Engine; and

            (iii) notice of any other loss event with respect to the Aircraft,
                  Airframe or any Engine not amounting to a Total Loss if the
                  estimated cost of repair exceeds an amount determined in
                  accordance with the Standard.

      (l)   Redelivery of the Aircraft

            The redelivery obligations of the Lessee shall be consistent with
            the Standard and shall correspond and comply in all material
            respects with the following provisions:

            (i)   Date of Redelivery:

                  The Lessee will be obliged to redeliver the Aircraft and all
                  Technical Records to the relevant Export Lessee on the
                  expiration or earlier termination of the lease term (in this
                  Schedule 5, EXPIRY).

            (ii)  Technical Reporting:

                  At or prior to the Expiry, the Lessee will provide the
                  relevant Export Lessee with all technical information
                  reasonably requested by the relevant Export Lessee regarding
                  the Aircraft.

            (iii) Redelivery Location:

                  On the Expiry, the Aircraft shall be technically accepted by
                  the relevant Export Lessee at such airport as may be mutually
                  agreed to by the Lessee and the Export Lessee. At such time,
                  the relevant Export Lessee and the Lessee shall execute a
                  return acceptance certificate.

            (iv)  Aircraft Inspection:

                  The Permitted Lease will oblige the Lessee immediately prior
                  to the proposed redelivery of the Aircraft, to carry out for
                  the relevant Export Lessee and/or the relevant Export Lessee's
                  representatives a demonstration flight of the Aircraft for a
                  period of not greater than two (2) hours.

                                    Page 86
<PAGE>

            (v)   Certificate of Airworthiness Matters:

                  The Aircraft will possess a current certificate of
                  airworthiness issued by the Aviation Authority.

            (vi)  General Condition of Aircraft at Redelivery

                  (aa)  The Aircraft shall be in the same working order,
                        condition and appearance as when received pursuant to
                        the Permitted Lease (reasonable wear from normal airline
                        flight operations excepted), with all pilot
                        discrepancies and deferred maintenance items cleared,
                        clean by international commercial airline standards and
                        ready for flight with all of the Aircraft equipment,
                        components and systems operating within limits specified
                        in the maintenance manual and functioning in accordance
                        with their intended use. The Aircraft shall be free and
                        clear of all Liens other than Permitted Liens.

                  (bb)  The Permitted Lease will oblige the Lessee to redeliver
                        the Aircraft to the relevant Export Lessee with the same
                        equipment as at the commencement of the Permitted Lease,
                        subject only to those additions and modifications which
                        may have been made and properly documented pursuant to
                        the Permitted Lease or as otherwise specifically
                        approved in writing by the relevant Export Lessee.

                  (cc)  The Permitted Lease will provide that, at redelivery,
                        the Lessee will carry out all inspections and checks
                        then required on the Aircraft in accordance with the
                        Maintenance Programme, including the next sequential
                        C-Check (as defined in the Model Lease Agreement). All
                        such inspections and checks must be carried out by an
                        authorised maintenance performer. All discrepancies
                        discovered during such inspections and checks shall be
                        rectified to the relevant Export Lessee's satisfaction.

            (vii) Export and Deregistration of Aircraft:

                  The Permitted Lease will provide that at the relevant Export
                  Lessee's request, the Lessee will (i) assist in providing an
                  export certificate of airworthiness or its equivalent from the
                  State of Registration so that the Aircraft can be exported to
                  the country designated by the relevant Export Lessee, and (ii)
                  assist with de-registration of the Aircraft from the register
                  of aircraft in the State of Registration.

      (m)   Lease Event of Default

            The relevant Export Lessee shall be expressly entitled by the
            Permitted Lease to terminate the leasing of the Aircraft by the
            Lessee, and to repossess the same, at any time after the expiration
            of the agreed grace period or remedy period, if any, of the
            occurrence of certain events, which will be broadly consistent with
            those set out in Clause 20 of such Model Lease Agreement, amended
            mutatis mutandis to reflect the change in Lessee, but in any event
            including in such events, failure of the concerned Lessee to pay
            amounts payable by it thereunder or to affect Insurances in
            accordance with the requirements of the relevant Permitted Lease or
            the bankruptcy of such

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            Lessee. The relevant Export Lessee may negotiate with the applicable
            Lessee additional exceptions and qualifications which are consistent
            with the Standard.

      (n)   Assignment

            No assignment, novation, transfer, mortgage or other charge may be
            made by the Lessee of any of its rights with respect to the
            Airframe, any Engine or any Part or under the Permitted Lease.

      (o)   Governing Law

            The relevant Export Lessee shall attempt to procure that the
            governing law of the Permitted Lease shall be English law or New
            York law. However, the governing law may be the law of another
            country if the legal opinion (of counsel qualified in such country)
            states that the Permitted Lease constitutes binding and enforceable
            obligations of the Lessee under such law (such opinion may be
            subject to qualifications acceptable to the Lessor, acting in
            accordance with the Standard).

      (p)   Additional Documents

            Any ancillary documents or letter agreements entered into by the
            relevant Export Lessee with the Lessee shall not contain any
            provisions which conflict with or qualify the provisions of this
            Schedule.

      (q)   Required Insurance Value

            The amount payable by the Lessee to the relevant Export Lessee under
            the Permitted Lease at any time on the consequence of a Total Loss
            of the Aircraft will not be less than the Required Insurance Value
            with respect to such Aircraft at such time.

PART 2 OPERATIONAL UNDERTAKINGS

       "OPERATIONAL UNDERTAKINGS" means the following:

      (a)   Possession

            (i)   The relevant Aircraft and the operations performed therewith
                  shall, subject to applicable laws, rules and regulations of
                  the Aviation Authority, be under the exclusive control of the
                  relevant Export Lessee or GFC or the duly authorised and
                  qualified agents of the relevant Export Lessee or GFC.

            (ii)  The relevant Export Lessee shall not without the prior written
                  consent of the Security Trustee (no such consent to be
                  unreasonably withheld or delayed), deliver, relinquish or
                  transfer possession of the relevant Aircraft except to a
                  Lessee pursuant to a Permitted Lease or except for transfer of
                  possession and replacement of Parts as provided in the
                  Replacement of Parts, Alterations, Modifications and Additions
                  Undertakings provided, however, that, so long as no
                  Termination Event shall have occurred and be continuing, the
                  relevant Export Lessee may, subject to (e) below),

                  (aa)  deliver possession of the relevant Aircraft, any Engine
                        or any Part thereof to an authorised maintenance
                        performer for service, repair, maintenance or overhaul
                        work required by the terms hereof, or for modifications,
                        alterations or additions permitted by the provisions of
                        this Agreement, or

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                  (bb)  install an Engine on any other Airframe, or

                  (cc)  subject any Engine to normal interchange or pooling
                        agreements or arrangements customary in the airline
                        industry which pooling or interchange shall not
                        constitute a waiver of any right or remedies of any
                        Finance Party,

                  (dd)  provided that no agreement or arrangement described in
                        (aa), (bb) or (cc) above contemplates or requires the
                        transfer of title to any Engine and any Engine or Part
                        so removed shall be subject to separate insurance
                        coverage.

      (b)   Export Lessee's responsibility for certain cost

            The relevant Export Lessee shall:

            (i)   pay for and provide all electric power, oil, fuel and
                  lubricant consumed by and required for the operation of the
                  relevant Aircraft; and

            (ii)  promptly pay all navigation charges (including landing fees,
                  departure fees and airport taxes) the non-payment of which
                  could result in a Lien upon the Aircraft.

      (c)   Lawful insured operations

            The relevant Export Lessee will not cause or permit the relevant
            Aircraft, to be maintained, used or operated in violation of any
            law, treaty, statute, rule, regulation or order of any Governmental
            Entity having jurisdiction or contrary to the relevant
            Manufacturer's operating manuals and instructions, or, in the case
            of the relevant Aircraft and the Engines, in violation of any
            airworthiness certificate or registration relating thereto. The
            relevant Export Lessee agrees not to operate any the relevant
            Aircraft:

            (i)   unless such Aircraft is covered by insurance as required by
                  the Insurance Undertakings or

            (ii)  contrary to the terms of the insurance required by the
                  provisions of Insurance Undertakings.

      (d)   Notice of maintenance

            Regardless of the identity of the authorised maintenance performer
            the relevant Export Lessee shall notify the Security Trustee, as
            soon as reasonably practicable prior to the scheduled commencement
            thereof, of each upcoming major structural inspection (complete or
            partial), or other major check to be performed on the relevant
            Airframe and of any Engine overhaul.

      (e)   Maintenance

            The relevant Export Lessee, at its own cost and expense, or by
            application of any available Maintenance Reserves and/or Security
            Deposits, shall or shall procure that the authorised maintenance
            performer shall:

            (i)   service, repair, maintain, overhaul and test, or cause the
                  same to be done to, the relevant Aircraft (A) so as to keep
                  the relevant Aircraft in the same condition as when delivered
                  pursuant to the Airbus Purchase Agreement,

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                  ordinary wear and tear excepted, and in good operating
                  condition, and (B) so as to keep the relevant Aircraft in the
                  condition necessary to enable the airworthiness certification
                  of the relevant Aircraft to be maintained in good standing at
                  all times under all Applicable Laws and regulations of the
                  Aviation Authority and to obtain an airworthiness certificate
                  from the applicable regulatory authorities of at least one of
                  the United States, the JAA, Japan and Australia;

            (ii)  maintain or procure the maintenance of all records, logs and
                  other materials (including, without limitation, all Technical
                  Records) required by the Aviation Authority or the FAA in
                  respect of the Aircraft;

            (iii) prior to or promptly after the commencement of the next
                  succeeding Permitted Lease, incorporate into the relevant
                  Aircraft all mandatory Service Bulletins issued by the
                  Manufacturer or the relevant Engine Manufacturer and which are
                  required to be performed on or before the date of such
                  commencement;

            (iv)  carry out, on the relevant Aircraft, each applicable
                  Airworthiness Directive which the Aviation Authority may from
                  time to time issue on or by the date upon which the same is
                  required to be carried out;

            (v)   maintain all records and documents required by the Aviation
                  Authority or the Maintenance Program;

            (vi)  maintain, service, repair and overhaul the relevant Airframe
                  and the related Engines to comply with all warranty
                  requirements pursuant to the Airbus Purchase Agreement or, as
                  the case may be, any Warranties in relation to the relevant
                  Engine provided by the Engine Manufacturer;

            (vii) equip each relevant Airframe at all times with two Engines
                  (except as may be required for maintenance); and

            (viii) cause all maintenance and repairs to the relevant Aircraft to
                  be done by an authorised maintenance performer.

      (f)   Insignia and notices

            The relevant Export Lessee will affix and maintain at all times on
            and after the Delivery Date applicable to any relevant Aircraft in
            the cockpit of such Aircraft adjacent to and in and equally
            prominent position as the airworthiness certificate therein a
            nameplate bearing the inscription "This Aircraft is owned by [name
            of Borrower which is the owner] and [so long as such Aircraft is
            subject to the Mortgage] is subject to a mortgage in favour of
            Credit Lyonnais." or such other inscription as the Security Trustee
            from time to time may reasonably request in order to show the
            interests of the Finance Parties in such Aircraft or Engine, as the
            case may be. The relevant Export Lessee will not allow any person to
            place the name or other indication of any person to be placed on the
            relevant Airframe or any Engine as a designation that might be
            interpreted as a claim of ownership except that the relevant Export
            Lessee may permit any Permitted Lessee or prospective Permitted
            Lessee pursuant to a Permitted Lease to place its customary colours
            and insignia on the relevant Airframe and any relevant Engine in
            contemplation of the commencement of the leasing pursuant to such
            Permitted Lease.

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<PAGE>

      (g)   Use of Aircraft

            (i)   The relevant Export Lessee shall use, or permit the use of,
                  the relevant Aircraft solely in commercial operations for
                  which the relevant operator is duly authorised and not use, or
                  permit the use of, the Aircraft for any purpose for which it
                  is not suitable. Nothing herein shall prohibit the relevant
                  Export Lessee reasonable use and demonstration of the Aircraft
                  in remarketing thereof. The relevant Export Lessee shall
                  comply with all regulations of the Aviation Authority.

            (ii)  The relevant Export Lessee shall not permit the relevant
                  Aircraft to be (A) flown to or within an Prohibited Country or
                  operated or used by or for any person which is a national of,
                  or established under, the laws of, or whose principal place of
                  business or principal place of aircraft operations is located
                  in, an Prohibited Country, (B) principally used in, or
                  operated or used by or for any person which is a national of,
                  or established under the laws of, or whose principal place of
                  business or principal place of aircraft operations is located
                  in, a Prohibited Country, (C) "primarily based" in one or more
                  Prohibited Countries and for the purposes of this provision,
                  "primarily based" shall mean that during any consecutive seven
                  (7) day period, the aggregate amount of time spent on the
                  ground by the Aircraft in one or more Prohibited Countries
                  shall exceed fifteen per cent. (15%) of the total amount of
                  time spent on the ground during such seven (7) day period,
                  provided that the limitation imposed by this paragraph (C)
                  shall not prohibit, to the extent necessary, any non-recurring
                  emergency maintenance or other non-recurring emergency repairs
                  to be done with respect to the relevant Aircraft in a
                  Prohibited Country, (D) operated or used at any time for any
                  illegal purpose or in an illegal manner, or (E) operated or
                  located in an area excluded from coverage by required
                  insurance.

PART 3 REPLACEMENT OF PARTS, ALTERATIONS, MODIFICATIONS AND ADDITIONS
UNDERTAKINGS

      "REPLACEMENT OF PARTS, ALTERATIONS, MODIFICATIONS AND ADDITIONS
      UNDERTAKINGS" means the following:

      (a)   Replacement of Parts:

            The relevant Export Lessee, at its own cost and expense or by
            application of any available Maintenance Reserves and/or Security
            Deposits, shall promptly replace all relevant Parts which may from
            time to time become worn out, lost, stolen, destroyed, seized,
            confiscated, damaged beyond repair, time-expired or permanently
            rendered unfit for use for any reason whatsoever. In addition, in
            the ordinary course of maintenance, service, repair, overhaul or
            testing, the relevant Export Lessee may remove any relevant Part,
            whether or not worn out, lost, stolen, destroyed, seized,
            confiscated, damaged beyond repair or permanently rendered unfit for
            use; provided that the relevant Export Lessee shall at its own cost
            and expense replace such Part as promptly as practicable. All
            replacement Parts shall be free and clear of all Liens (other than
            Permitted Liens) and shall be in as good operating condition as, and
            shall have a value and utility and modification status at least
            equal to, the Parts replaced, assuming such replaced Parts were in
            the condition and repair and of the value and utility required to be
            maintained by the terms of the relevant Transaction Documents.

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<PAGE>

      (b)   Title to replaced and replacement Parts:

            (i)   All Parts removed from the relevant Airframe or an Engine
                  shall remain the property of the relevant Borrower which is
                  the owner of such Airframe or Engine and subject to the
                  Mortgage (if any), no matter where located, until such time as
                  such Parts shall be replaced by Parts to which title shall
                  have vested in the relevant Borrower which is the owner of
                  such Airframe or Engine and subject to the Mortgage (if any)
                  and which have been incorporated or installed in or attached
                  to the relevant Airframe or such Engine and which meet the
                  requirements for replacement Parts specified in (a) above.

            (ii)  Immediately upon any replacement Part becoming incorporated,
                  installed or attached as provided above, without further act,
                  (A) title to the replaced Part shall thereupon vest in the
                  Borrower which is the owner of such Airframe or Engine, free
                  and clear of the Mortgage (if any) and (B) subject to (c)
                  below, such replaced Part shall no longer be deemed a Part
                  hereunder; (C) title to the replacement Part shall on
                  replacement vest in the relevant Borrower; and (D) such
                  replacement Part shall be deemed to be a Part to the same
                  extent as the Parts originally incorporated or installed in or
                  attached to the relevant Airframe or such Engine.

            (iii) Any Part removed from the relevant Airframe or any Engine may
                  be subject to a normal pooling agreement or arrangement
                  customary in the airline industry; provided that a Part which
                  meets the requirements for replacement Parts specified in (a)
                  above shall be incorporated or installed in or attached to
                  such Airframe or Engine in accordance with (b)(i) and (b)(ii)
                  above as promptly as possible after the removal of such
                  removed Part.

      (c)   Any replacement part when incorporated or installed in or attached
            to the relevant Airframe or an Engine from time to time may be owned
            by an air carrier other than a Lessee, subject to a normal pooling
            arrangement; provided that the relevant Borrower which is the owner
            of such Airframe or Engine, at its expense, as promptly thereafter
            as possible either (A) acquires title to such replacement part free
            and clear of all Liens (other than Permitted Liens), or (B) replaces
            such replacement part by incorporating or installing in or attaching
            to the relevant Airframe or an Engine a further replacement part
            owned by such relevant Borrower free and clear of all Liens (other
            than Permitted Liens) such replacement part in either case thereupon
            becoming a Part.

PART 4 INSURANCE UNDERTAKINGS

       "INSURANCE UNDERTAKINGS" means the following:

      (A)   PUBLIC LIABILITY, BODILY INJURY AND PROPERTY DAMAGE LIABILITY
            INSURANCE

            The relevant Export Lessee, at its own expense, shall maintain or
            cause to be maintained in effect to the fullest extent available in
            the leading international insurance markets Aircraft Third Party
            (Bodily Injury and Property Damage), Passenger, Baggage, Cargo and
            Mail and Airline General Third Party (including Products) Legal
            Liability for a Combined Single Limit (Bodily Injury/Property
            Damage) and War and Allied Risks of an amount not less than six
            hundred million Dollars ($600,000,000) any one occurrence (but in
            respect of products liability this limit may be an aggregate limit
            for any and all losses occurring during the currency of the policy
            and in the case of baggage will extend to Lessee's liability solely
            in instances of loss or damage to the Aircraft).

                                    Page 92
<PAGE>

            All such policies shall be maintained in effect directly with
            independent insurers (for the avoidance of doubt not being a
            Government Entity) of recognised reputation and financial
            responsibility satisfactory to the Security Trustee. Any policies of
            insurance carried in accordance with these undertakings and any
            policies taken out in substitution or replacement for any of such
            policies shall:

            (i)   name the relevant Borrower, the relevant Export Lessee, each
                  of the Finance Parties and all other additional insureds, as
                  additional insureds (ADDITIONAL INSUREDS);

            (ii)  provide that, in relation to the interests of each of the
                  Additional Insureds, the Insurances will not be invalidated by
                  any act or omission (including misrepresentation and
                  non-disclosure) of any other person or party which results in
                  a breach of any term, condition or warranty of the policy,
                  provided that the additional insured party so protected has
                  not caused, contributed to or knowingly condoned the said act
                  or omission;

            (iii) provide that if the insurers cancel such insurance for any
                  reason whatever, or the same is allowed to lapse for
                  non-payment of premium, or if there is any material change in
                  policy terms and conditions, such cancellation, lapse or
                  change shall not be effective until 30 days (and with respect
                  to war risk insurance, such shorter period as shall be
                  customary in the international aviation market for such
                  insurance in such area of the world) after prior written
                  notice to the Security Trustee from such insurers or brokers
                  of such cancellation, lapse or change;

            (iv)  be primary without right of contribution from any other
                  insurance which may be available to any Additional Insured;

            (v)   expressly provide that all of the provisions thereof, except
                  the limits of liability, shall operate in the same manner as
                  if there were a separate policy covering each insured, but
                  this provision shall not operate to include any claim arising
                  in respect of loss or damage to the Aircraft or Engines
                  insured under the hull insurance provided below, and provided
                  further that the foregoing shall not increase the total
                  liability of the insurers beyond the limits of liability
                  stated in the policy;

            (vi)  provide for world wide coverage in full force and effect
                  throughout any geographical areas traversed by the Aircraft or
                  Engines; and

            (vii) provide, to the fullest extent customarily available in the
                  international aviation insurance markets, in respect of the
                  Aircraft at all times cover in respect of risks associated
                  with failure of any Computer System to be Year 2000 Compliant
                  (so that if at any time "Clause AVN2000 Date Recognition
                  Clause" or any equivalent clause is endorsed on the relevant
                  policies, "Clause AVN2001 Date Recognition Limited Coverage
                  Clause" and "Clause AVN2002 Date Recognition Limited Coverage
                  Clause" or equivalent clauses are similarly endorsed on such
                  policies), where;

                  (aa)  "Computer System" means any computer hardware and
                        software or any equipment operated by electronic means;
                        and

                  (bb)  "Year 2000 Compliant" means, in relation to any Computer
                        System, that any references to or use of a date before,
                        on or after

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                        31 December, 1999 in the operation of the Computer
                        System will not have an adverse effect on the use of
                        that Computer System.

                  Without increasing the scope of coverage under the airline
                  liability policies, the insurers thereunder shall acknowledge
                  the existence of the Mortgages and the relevant Borrower
                  Security Assignment and Lease Security Assignments and, if
                  available at no additional cost to the relevant Export Lessee,
                  provide coverage for the indemnification provisions of this
                  Agreement. The insurers shall also, where appropriate and
                  available, acknowledge that the Finance Parties have no
                  operational control over the Aircraft.

      (B)   INSURANCE AGAINST LOSS OR DAMAGE TO THE AIRCRAFT

            The relevant Export Lessee, at its own or any Lessee's expense,
            shall maintain or cause to be maintained directly in effect with
            independent insurers (for the avoidance of doubt not being a
            Government Entity) of recognised reputation and financial
            responsibility satisfactory to the Security Trustee:

            (i)   all-risk ground and flight aircraft hull insurance covering
                  each Aircraft;

            (ii)  all-risk spares coverage with respect to Engines or Parts
                  while removed from each Aircraft; and

            (iii) war risk, hijacking (air piracy), confiscation,
                  nationalisation, expropriation and related perils coverages
                  covering each Aircraft and its spares.

            All such insurance shall be in full force and effect throughout any
            geographical areas traversed at any time by the relevant Aircraft or
            Engines, shall be payable in Dollars or Euro (or such other currency
            as approved by the Agent) and shall be in an amount of not less than
            the Required Insurance Value as to the relevant Aircraft and be the
            subject of an Assignment of Insurances in form and substance
            reasonably acceptable to the Security Trustee. Any hull insurance
            carried in accordance with this paragraph shall not contain a
            provision for deductible self-insurance amount in excess of one
            million Dollars ($1,000,000). Each Engine, after removal from the
            Aircraft of which it forms part and while not installed on any other
            Airframe shall be insured for not less than six million Dollars
            ($6,000,000) under the policy referenced in (ii) above. Any policies
            carried in accordance with this undertaking shall:

            (aa)  provide that if such insurance is cancelled or materially
                  changed for any reason whatever, or the same is allowed to
                  lapse for non-payment of premium, such cancellation, change or
                  lapse shall not be effective for 30 days (and with respect to
                  war risk insurance, such shorter period as shall be customary
                  in the International Aviation market for such insurance in
                  such area of the world) after prior written notice to the
                  Security Trustee from such insurers of such cancellation or
                  lapse or material change in policy terms and conditions;

            (bb)  provide that, in relation to the interests of each of the
                  Additional Insureds, the Insurances will not be invalidated by
                  any act or omission (including misrepresentation and
                  non-disclosure) of any other person or party which results in
                  a breach of any term, condition or warranty of the policy,
                  provided that the additional insured party so protected has
                  not caused, contributed to or knowingly condoned the said act
                  or omission;

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<PAGE>

            (cc)  include waivers by the insurers of any rights of subrogation
                  or set-off, counterclaim or other deduction whether by
                  attachment or otherwise, in respect of any liability of the
                  relevant Export Lessee except in respect of premiums in
                  respect of the relevant Aircraft which are the subject of the
                  relevant Permitted Lease;

            (dd)  where appropriate and available, be primary without right of
                  contribution from any other insurance which may be available
                  to any Additional Insured;

            (ee)  provide that in the event of a dispute between the
                  underwriters subscribing to the Hull Risks Policy and the
                  insurance underwriters subscribing to the Hull War and Allied
                  Risks Policy each policy shall subscribe to 50% of the agreed
                  valid claim in accordance with "50/50" clause AVS 103.

            (ff)  without increasing the scope of coverage under the airline
                  liability policies, the insurers thereunder shall acknowledge
                  the existence of the Mortgage and the relevant Borrower
                  Security Assignment, the Lease Security Assignments and the
                  relevant Assignment of Insurances. The insurers shall also,
                  where appropriate and available, acknowledge that none of the
                  Finance Parties has any operational control over the relevant
                  Aircraft.

      (C)   CONTRACT PARTIES AND DOCUMENTS

            If and for as long as the same shall be customary or available in
            the international aviation insurance markets, the relevant Export
            Lessee shall ensure that for the purposes of Lloyds Endorsement AVN
            67B in relation to all policies of Insurance for an Aircraft:

            (i)   this Agreement and the Transaction Documents relevant to that
                  Aircraft are identified as Contracts; and

            (ii)  the Additional Insureds are named as the Contract Parties.

      (D)   APPLICATION OF TOTAL LOSS PROCEEDS

            The proceeds of any policy of Insurance shall be applied in
            accordance with the provisions of this Agreement.

      (E)   LOSS PAYEE

            The Security Trustee shall be the sole loss payee in relation to
            Total Loss Proceeds. If a Relevant Event has occurred and is
            continuing under any of the Transaction Documents, any claim,
            settlement (net of any policy deductible) shall be made to the order
            of the Security Trustee in its capacity as sole loss payee entitled
            to receive such funds or to its order.

      (F)   REPORTS, ETC.

            The relevant Export Lessee and the relevant Export Lessee's
            independent insurance broker shall advise the Security Trustee in
            writing promptly of any default in the payment of any premium and of
            any other act or omission on the part of the relevant Export Lessee
            which might invalidate or render unenforceable, in whole or in part,
            any insurance on any Aircraft. On the renewal date of any insurance
            policy maintained with respect to any Aircraft pursuant to this
            undertaking, the relevant Export Lessee shall provide the Security
            Trustee with the insurance certificates executed by an independent
            aircraft insurance broker together with their letter of undertaking.

                                    Page 95

<PAGE>

      (G)   ADDITIONAL INSURANCE

            No additional insurance procured by the relevant Export Lessee shall
            have the effect of suspending, impairing, defeating, invalidating or
            rendering unenforceable or reducing, in whole or in part, the
            coverage of or the proceeds payable under any insurance required to
            be provided and maintained by the relevant Export Lessee pursuant to
            this undertaking.

      (H)   ADDITIONAL INSUREDS NOT LIABLE FOR PREMIUMS

            All policies of insurance carried hereunder shall clearly state that
            none of the Finance Parties nor any other Additional Insureds nor
            any assignee of such party, shall have any liability for or
            obligation with respect to premiums, commissions, assessments or
            calls, but shall have the right to pay the same with respect to any
            Aircraft and/or Engines.

      (I)   CONTINUING INSURANCE

            The Security Trustee and/or the Agent may require the relevant
            Export Lessee to effect and to maintain (or procure) insurance after
            the end of the Lease Period in relation to any Aircraft with respect
            to its liability under the indemnities under Clause 13.1 of this
            Agreement for such period as the Security Trustee or the Agent, as
            the case may be, may require (but in any event not after the second
            anniversary of the end of such Lease Period). The relevant Export
            Lessee's obligation under this paragraph (i) shall not be affected
            by the relevant Export Lessee ceasing and/or any of the Indemnitees
            ceasing to have any interest in the relevant Aircraft.

      (J)   FAILURE TO INSURE

            If the relevant Export Lessee fails to insure or procure insurance
            for any Aircraft in accordance with this undertaking, the Security
            Trustee may (but is not obliged to):

            (i)   pay outstanding premiums or effect alternative insurance in
                  respect of such Aircraft to rectify the relevant Export
                  Lessee's failure and any cost incurred by the Security Trustee
                  in the exercise of this right shall be reimbursed by the
                  relevant Export Lessee on demand together with interest
                  thereon equal to the Default Rate, and

            (ii)  require such Aircraft to be grounded at an airport of its
                  choice and to remain there until it is once again insured in
                  accordance with this undertaking.

      (K)   CHANGE IN INDUSTRY PRACTICE

      (a)   If there is a material change in the generally accepted
            industry-wide practice with regard to the insurance of aircraft or
            any material change with respect to the insurance of aircraft based
            or operated in any jurisdiction in which the Aircraft may then be
            based or operated (whether relating to all or any of the types of
            Insurances required to be effected hereby) such that GFC or the
            Security Trustee, having regard to the advice of its insurance
            adviser, shall be of the reasonable opinion that the Insurances
            required to be effected hereby are insufficient to protect the
            respective interests of the Lessee in the Additional Assureds
            (bearing in mind the nature and route of operation of the Aircraft),
            these insurance requirements shall, following consultation with the
            Lessee, be amended, as soon as practicable following notice by GFC
            or the Security Trustee to the Lessee, so as to include such
            additional or varied requirements as may be reasonably necessary to
            ensure that the insurance as so varied shall provide

                                    Page 96
<PAGE>

            comparable protection to the Lessee in the Additional Assureds to
            that which it would have done if such change had not occurred.

      (b)   If, at any time, the Insurances required under Part 4 of Schedule 6
            paragraph A in relation to War and Allied Risks cease, or will
            cease, to be available in the worldwide aviation insurance market on
            a per occurrence basis, then (without in any way limiting, reducing
            or otherwise qualifying any of the Lessee's obligations under the
            Lease Agreement in relation to such Insurances and/or the rights of
            the lessor in relation thereto under the Lease Agreement) if there
            occurs any event that gives rise to a claim under such Insurances in
            relation to the Aircraft or any other aircraft operated by the
            Lessee, the Lessee shall either (a) immediately cause to be
            reinstated the coverage in relation to such Insurances that was in
            place immediately prior to the occurrence of such event or (b)
            immediately ground the Aircraft and ensure that the Aircraft is
            covered by such ground risk coverage as is customary in accordance
            with normal industry practice in an amount at least equal to that
            required under Part 4 of Schedule 6 paragraph A.

      (c)   If, at any time, any of the Insurances required to be effected
            hereby cease, or will cease, to be available on reasonable
            commercial terms in the worldwide aviation insurance market, GFC,
            the Security Trustee and the Lessee agree (without in any way
            limiting, reducing or otherwise qualifying any of the Lessee's
            obligations under the Lease Agreement in relation to such Insurances
            and/or the rights of the lessor in relation thereto under the Lease
            Agreement) to hold good faith discussions at such time for a period
            of up to seven (7) days to ascertain what alternatives (if any) to
            such Insurances exist. GFC and the Security Trustee shall not be
            under any obligation to take any action, grant consents or waivers
            or take other steps if to do so (a) would or would be likely to
            involve it in any unlawful activity or would involve it in any loss,
            cost, liability or expense or Tax disadvantage unless indemnified by
            the Lessee to their satisfaction or (b) would be reasonably likely
            to adversely affect the rights and interests of any of the Finance
            Parties under the Transaction Documents.

      (L)   REINSURANCES

            Where reinsurances are required to be placed according to the terms
            of this Agreement such reinsurances shall (a) be on the same terms
            as the original insurances and will include the provisions of this
            Schedule, (b) provide that notwithstanding any bankruptcy,
            insolvency, liquidation or similar proceedings or affecting the
            reinsured that the reinsurers' liability will be to make such
            payments as would have fallen due under the relevant policy of
            reinsurance if the reinsured had (immediately before such
            bankruptcy, insolvency, liquidation, dissolution or similar
            proceedings) discharged its obligations in full under the original
            insurance policies in respect of which the then relevant policy of
            reinsurance has been effected; and (c) be at such levels as are
            standard market practice for the jurisdiction of the primary insurer
            and consistent with levels applied by GFC with respect to its other
            aircraft operated in such jurisdiction or such other levels proposed
            by GFC and agreed to by the Security Trustee; and (d) contain a
            "cut-through" clause in the following form (or otherwise,
            satisfactory to the relevant Export Lessee and reasonably
            satisfactory to the Security Trustee): "The Reinsurers and the
            Reinsured hereby mutually agree that in the event of any claim
            arising under the reinsurances in respect of a total loss where such
            claim is to be paid to the person named as loss payee under the
            primary insurances, the Reinsurers will in lieu of payment to the
            Reinsured, its successors in interest and assigns pay to the person
            named as loss payee under the primary insurances effected by the
            Reinsured, that portion of any loss due for which the Reinsurers
            would otherwise be liable to pay the original Reinsured (subject to
            proof of loss), it being understood and agreed that

                                    Page 97

<PAGE>

            any such payment by the Reinsurers will (to the extent of such
            payment) fully discharge and release the Reinsurers from any and all
            further liability in connection therewith subject to such provisions
            not contravening any law of the State of Incorporation.

      (M)   RENEWALS

            The relevant Export Lessee will monitor the insurances on the
            Aircraft and their expiration dates. Promptly after receipt, the
            relevant Export Lessee will provide to the Security Trustee evidence
            of renewal of the insurances and reinsurance (if any).

      (N)   INFORMATION

            The relevant Export Lessee shall provide the Security Trustee or
            shall ensure that the Security Trustee is provided with any
            information reasonably requested by the Security Trustee from time
            to time concerning the insurances maintained with respect to the
            Aircraft or, if reasonably available to the relevant Export Lessee,
            in connection with any claim being made or proposed to be made
            thereunder.

      (O)   REPORTS AND BROKER'S UNDERTAKINGS

            On or before the Delivery Date in respect of each Aircraft, and
            thereafter on or prior to each renewal or replacement of the
            insurance required hereby, but not less often than annually, the
            relevant Export Lessee will obtain from the Lessee one or more
            original certificates (in the case of renewal or replacement
            confirmation shall be obtained prior to renewal/replacement with
            certification to be delivered as soon as practicable), each executed
            and delivered by an insurance broker appointed by Lessee and
            approved by the relevant Export Lessee, and a certified English
            translation thereof, which together shall describe in reasonable
            detail insurance carried on the Aircraft. The relevant Export Lessee
            will cause such approved insurance broker to agree to advise the
            Additional Insureds:

      (a)   promptly in writing of the receipt by them of any notice of
            cancellation or material change in the insurances;

      (b)   if any premiums are not paid to them in accordance with the
            accounting procedures that exist between the Lessee and themselves
            before they notify insurers of such non-payment of premiums;

      (c)   if requested, of the premium payment situation; and

      (d)   if they cease to be Insurance Brokers to the Lessee.

                                    Page 98

<PAGE>

SCHEDULE 6 - PART I: CONDITIONS PRECEDENT TO THE FACILITY

The obligations of each of the Lenders and the Representatives under this
Agreement with respect to the first Utilisation hereunder shall be subject to
the following conditions precedent having been fulfilled to the satisfaction of,
or waived in writing by, the Agent (acting on the instructions of the Majority
Lenders acting reasonably):

      (a)   certificates signed by a director or the company secretary of each
            of the Cayman Borrower and the Irish Borrower setting out the
            specimen signature of those persons authorised to sign the
            Transaction Documents to which such Borrower is or is to be a party
            and attaching and certifying as true copies of the originals, copies
            of:

            (i)   the certificate of incorporation and the memorandum and
                  articles of association of such Borrower;

            (ii)  the resolutions of the board of directors of such Borrower
                  approving the execution and performance by such Borrower of
                  each Transaction Document to which such Borrower will or may
                  be a party; and

            (iii) a power of attorney appointing those persons authorised to
                  sign on behalf of such Borrower each Transaction Document to
                  which such Borrower is, or may be, a party;

      (b)   certificates signed by a director, company secretary or assistant
            company secretary of each of the Cayman Export Lessee and the Irish
            Export Lessee setting out the specimen signature of those persons
            authorised to sign the Transaction Documents to which such Export
            Lessee is or is to be a party and attaching and certifying as true
            copies of originals, copies of:

            (i)   the certificate of incorporation and the memorandum and
                  articles of association of such Export Lessee;

            (ii)  the resolutions of the board of directors of such Export
                  Lessee approving the execution and performance by such Export
                  Lessee of each Transaction Document to which such Export
                  Lessee will or may be a party; and

            (iii) a power of attorney appointing those persons authorised to
                  sign on behalf of such Export Lessee each Transaction Document
                  to which such Export Lessee is, or may be, a party;

      (c)   a certificate signed by the General Counsel of GFC setting out the
            specimen signature of those persons authorised to sign the
            Transaction Documents to which GFC is or is to be a party and
            attaching thereto, and certifying as true copies of the originals:

            (i)   copies of the Certificate of Incorporation and by-laws of GFC;

            (ii)  an Officer's Certificate of GFC given by the General Counsel
                  of GFC certifying that the person or persons who execute and
                  deliver such Transaction Documents on behalf of GFC are
                  authorised to take such action on behalf of GFC;

            (iii) an incumbency and specimen signature certificate as to the
                  person or persons authorized to execute and deliver such
                  Transaction Documents on behalf of GFC;

                                    Page 99

<PAGE>

      (d)   a duly executed original of the Cayman Borrower Share Charge and the
            Irish Borrower Share Charge together with originals of the share
            certificates of such Borrower, as referred to therein and duly
            executed originals of the letters of resignation, irrevocable proxy
            and undated share transfer forms referred to therein;

      (e)   a duly executed original of the Cayman Borrower Floating Charge and
            the Irish Borrower Floating Charge duly executed by the Cayman
            Borrower and the Irish Borrower respectively together with duly
            executed originals of the notices and acknowledgements referred to
            herein;

      (f)   a duly executed original of the Cayman Export Lessee Share Charge
            and the Irish Export Lessee Share Charge, duly executed by the
            Cayman Export Lessee and the Irish Export Lessee respectively
            together with originals of the share certificates of such Export
            Lessee, as referred to therein and duly executed originals of the
            letter of resignations, irrevocable proxy and undated share transfer
            forms;

      (g)   originals of the Administration Agreements duly executed by all the
            parties thereto;

      (h)   original of the Transaction Fee Letter duly executed by both parties
            thereto;

      (i)   the Declaration of Trust duly executed by the parties thereto;

      (j)   an original Guarantee duly executed by all parties thereto;

      (k)   (to be provided by 31 January 2002) certificates of tax exemption in
            respect of the Cayman Borrower and the Cayman Export Lessee from the
            appropriate Cayman Islands authorities;

      (l)   a form W-8BEN duly executed by each of the Cayman Borrower and the
            Irish Borrower as provided to the Export Lessees;

      (m)   the Fees Letter and the letter referred to in the definition of
            Expenses, each duly executed by GFC;

      (n)   a letter from GATX International Limited accepting its appointment
            as agent for service of process for the Cayman Borrower, the Irish
            Borrower, the Cayman Export Lessee, the Irish Export Lessee and GFC;

      (o)   a legal opinion from Maples & Calder, Cayman Islands counsel to the
            Lenders in relation to the Cayman Borrower and the Cayman Export
            Lessee;

      (p)   a legal opinion from A & L Goodbody, Irish counsel to the Lenders in
            relation to the Irish Borrower and the Irish Export Lessee;

      (q)   a legal opinion from Denton Wilde Sapte, English counsel to the
            Lenders;

      (r)   a legal opinion from Paul Hastings Janofsky and Walker, New York
            counsel to the Lenders;

      (s)   a legal opinion from General Counsel to GFC in respect of GFC.

                                    Page 100

<PAGE>

SCHEDULE 6 - PART II: CONDITIONS PRECEDENT TO A UTILISATION

                    CONDITIONS PRECEDENT TO EACH UTILISATION

The obligations of each of the Lenders and the Representatives, under this
Agreement with respect to each Utilisation shall be subject to the following
conditions precedent having been fulfilled to the satisfaction of, or waived in
writing by, the Agent (acting on the instructions of the Majority Lenders acting
reasonably):

1     all representations and warranties made (or deemed repeated) by or on
      behalf of the relevant Borrower and each other Obligor in Clause 6
      (REPRESENTATIONS AND WARRANTIES), by GFC in the Guarantee and paragraph 2
      of the relevant Accession Deed on the Utilisation Date shall be true and
      accurate in the light of the circumstances and with reference to the facts
      existing on the Utilisation Date (except to the extent that any
      representation by GFC specifically relates to an earlier date).

2     prior to the Utilisation Date, or such lesser period as the Agent may have
      agreed in writing, the Agent shall have received, in form and substance
      satisfactory to it:

      (A)   duly executed originals of all previously undelivered Transaction
            Documents to which the Agent and the applicable Obligor is to be a
            party comprising the following documents for the relevant Aircraft:

            (a)   the Purchase Agreement Assignment;

            (b)   the BFE Bill of Sale;

            (c)   the relevant Engine Warranties Agreement;

            (d)   the Airframe Warranties Agreement;

            (e)   the Loan Supplement;

            (f)   the Mortgage (if applicable);

            (g)   the relevant Lease Security Assignment;

            (h)   a Bill of Sale;

            (i)   the relevant Borrower Security Assignment;

            (j)   the English Law Mortgage;

            (k)   the Credit Sale Agreement;

            (l)   the Acceptance Certificate;

      (B)   evidence that the initial rental payment due on the Delivery Date by
            the relevant Export Lessee under the relevant Credit Sale Agreement
            has been paid on such Delivery Date;

      (C)   with respect to such Utilisation, the Support Agreements or the
            requisite approval of each of ECGD, COFACE and HERMES in lieu of
            and/or as a precursor to the issue of the relevant Support
            Agreement;

                                    Page 101

<PAGE>

      (D)   if applicable, evidence of registration of the Aircraft with the
            applicable Aviation Authority;

      (E)   a certificate of the insurance broker in respect of the Insurances
            together with a broker's letter of undertaking and any certificate
            of reinsurance (if any) and reinsurance broker's letter of
            undertaking (if any) in form and substance reasonably acceptable to
            the Security Trustee;

      (F)   other than in relation to a Refinanced Aircraft, evidence
            satisfactory to the Agent that the bills of sale/confirmation of
            transfer by delivery of possession relating to the transfer of title
            to the Aircraft and the installed Buyer Furnished Equipment and, if
            applicable, lessee furnished equipment, will be delivered by the
            Seller to the relevant Borrower (as the case may be);

      (G)   a commercial invoice for the Aircraft (including the installed Buyer
            Furnished Equipment and, if applicable, lessee furnished equipment)
            issued by the Seller specifying the net final contract price as
            described in the relevant Airbus Purchase Agreement in relation to
            the Aircraft;

      (H)   duly executed originals of all of the notices and acknowledgements
            to the English law Mortgage and the Mortgage;

      (I)   Certified Copies of all consents, authorisations, approvals, filings
            and registrations (if any) of or with any governmental or other
            competent agency or authority (including in relation to exchange
            control) which according to any of the legal opinions are required
            to be obtained or made by any party to the Transaction Documents in
            connection with the execution, delivery and performance of the
            Transaction Documents or any documents contemplated thereby;

      (J)   Certified Copy of the Consent and Agreement;

      (K)   a Certified Copy of the Schedule of the Buyer Furnished Equipment
            (and lessee furnished equipment, if applicable) (if not attached to
            the relevant BFE Bill of Sale) together with confirmation that GFC
            has paid for such Buyer Furnished Equipment;

      (L)   other than for the Refinanced Aircraft, a certificate from the
            Manufacturer addressed to the Agent confirming that the Buyer
            Furnished Equipment (and, lessee furnished equipment, if applicable)
            has been installed on the Aircraft as at the Delivery Date in form
            and substance satisfactory to the Export Credit Agencies;

      (M)   confirmation that a letter from the relevant Engine Manufacturer has
            been sent to the Export Credit Agencies setting out the credit
            memoranda deductible from the purchase price of the Aircraft in
            respect of the relevant Engines;

      (N)   written confirmation from a duly authorised representative of the
            relevant Export Lessee confirming that the conditions precedent to
            the relevant Export Lessee's obligations to take on lease the
            Aircraft from the relevant Borrower pursuant to the relevant Credit
            Sale Agreement have been satisfied in full or waived by the relevant
            Export Lessee;

      (O)   the Aircraft has not suffered a Total Loss, being a duly executed
            Acceptance Certificate (as defined in the relevant Credit Sale
            Agreement) duly executed by the relevant Export Lessee, and a duly
            executed Certificate of Acceptance (as defined in the relevant
            Purchase Agreement Assignment), duly executed by the relevant
            Borrower;

                                    Page 102

<PAGE>

      (P)   certificates signed by a director or the company secretary of the
            relevant [Borrower/Export Lessee/GFC] setting out the specimen
            signature of those persons authorised to sign the documents to which
            such [Borrower/Export Lessee/GFC] is or is to be a party and
            attaching and certifying as true copies of the originals, copies of:

            (i)   the resolutions of the board of directors of such
                  [Borrower/Export Lessee/GFC] approving the execution and
                  performance by such Borrower of each document to which such
                  Borrower will or may be a party; and

            (ii)  a power of attorney appointing those persons authorised to
                  sign on behalf of such [Borrower/Export Lessee/GFC] each
                  document to which such [Borrower/Export Lessee/GFC] is, or may
                  be, a party;

      (Q)   written confirmation from the Manufacturer that the Purchase
            Agreement is in full force and effect.

3     the following legal opinions:

      (a)   a legal opinion from Maples & Calder if the Cayman Borrower is to be
            the owner of such Aircraft

      (b)   a legal opinion from A & L Goodbody, if the Irish Borrower is to be
            the owner of such Aircraft

      (c)   a legal opinion from Paul Hastings, Janofsky & Walker, New York
            counsel to the Lenders;

      (d)   a legal opinion from Denton Wilde Sapte, English counsel to the
            Lenders;

      (e)   a legal opinion from in-house counsel to the relevant Engine
            Manufacturer;

      (f)   a legal opinion from in-house counsel to the Seller;

      (g)   a legal opinion from in-house counsel to GFC;

      (h)   a legal opinion from Clifford Chance, Paris/Frankfurt/Munich
            (depending on the delivery location of the relevant Aircraft) in
            relation to the transfer of title to the Aircraft pursuant to the
            Bill of Sale [and Lex Situs opinion with respect to Mortgage].

                                    Page 103

<PAGE>

SCHEDULE 6 - PART III : CONDITIONS PRECEDENT TO A UTILISATION FOR A REFINANCED
AIRCRAFT

The obligations of the Finance Parties to make an Advance under a Utilisation
relating to a Refinanced Aircraft are subject to the following conditions
precedent:

1     The relevant Refinanced Aircraft shall, on the relevant Utilisation, be
      free and clear from all Liens other than Permitted Liens; and

2     The Agent shall have received on or before the Utilisation Date for any
      Utilisation relating to a Refinanced Aircraft all of the following, each
      in form and substance satisfactory to it (acting on the instructions of
      the Majority Lenders) for each Refinanced Aircraft:

      (a)   a Certified Copy of the relevant Purchaser Bill of Sale duly
            executed by the relevant seller;

      (b)   a Certified Copy of the Acceptance Certificate duly executed by the
            Borrower;

      (c)   a legal opinion from counsel in the jurisdiction in which the
            Aircraft is located at the time of title transfer approved by the
            Agent in relation to the transfer of title of such Refinanced
            Aircraft pursuant to the relevant Purchaser Bill of Sale;

      (d)   a certificate from GFC confirming that such Refinanced Aircraft
            (including the Engines) was located in the jurisdiction in which the
            counsel referred to above is located at the time of execution and
            delivery of the relevant Purchaser Bill of Sale;

      (e)   a certificate from GFC that the representations and warranties made
            by GFC remain true and correct as at the relevant Utilisation Date;

      (f)   evidence that relevant seller is authorised to enter into the
            relevant Purchaser Bill of Sale and evidence of the authority of a
            person or persons to sign and deliver such documents on behalf of
            the Purchaser and any notices or other documents to be given or
            entered into pursuant thereto;

      (g)   certified copy of the Purchaser Bill of Sale relating to the
            transfer of title to the Aircraft will be delivered by the relevant
            seller to the Borrower; and

      (h)   confirmation from the Seller that the Buyer Furnished Equipment in
            respect of such Aircraft has been installed.

                                    Page 104
<PAGE>

SCHEDULE 6 - PART IV : CONDITIONS PRECEDENT TO LEASES OR RE-LEASING OF AN
AIRCRAFT

1.    A Certified Copy of the Assignment of Insurances together with a notice of
      assignment and, if available, an acknowledgement by the Insurers.

2.    A certificate of the insurance broker in respect of the Insurances
      together with a broker's letter of undertaking and any certificate of
      reinsurance (if any) and reinsurance broker's letter of undertaking in
      form and substance reasonably acceptable to the Security Trustee;

3.    A Certified Copy of the relevant executed Lease, together with a
      certificate from a duly authorised officer of GFC that such Lease complies
      with the Minimum Lease Provisions.

4.    Subject to Clause 7.8, a Mortgage in the agreed form with respect to the
      Aircraft in a form suitable for registration in the State of Registration.

5.    Executed Credit Sale Agreement and, where applicable, executed
      Intermediate Lease, in each case in the agreed form.

6.    A legal opinion from legal counsel acceptable to the Agent in each of:

      (i)   the State of Registration;

      (ii)  the jurisdiction of incorporation of the Borrower;

      (iii) the jurisdiction of incorporation of any Export Lessee;

      (iv)  the jurisdiction of the Lessee;

      (v)   if different, the jurisdiction of the governing law of any document
            to be executed in connection with the leasing of the Aircraft,

      in each case in form and substance acceptable to the Agent.

8.    An original, addressed to the Agent and the Export Credit Agencies, of any
      legal opinion of any external counsel which the relevant Export Lessee or
      GFC has obtained in connection with the leasing of the relevant Aircraft
      to the relevant Lessee.

                                    Page 105
<PAGE>

SCHEDULE 7 - ENGLISH PROCESS AGENTS

Cayman Borrower:                GATX International Limited
                                34th Floor
                                One Canada Square
                                Canary Wharf
                                London
                                E14 5AA

Irish Borrower:                 GATX International Limited
                                34th Floor
                                One Canada Square
                                Canary Wharf
                                London
                                E14 5AA

Cayman Export Lessee:           GATX International Limited
                                34th Floor
                                One Canada Square
                                Canary Wharf
                                London
                                E14 5AA

Irish Export Lessee:            GATX International Limited
                                34th Floor
                                One Canada Square
                                Canary Wharf
                                London
                                E14 5AA

GFC:                            GATX International Limited
                                34th Floor
                                One Canada Square
                                Canary Wharf
                                London
                                E14 5AA

                                    Page 106
<PAGE>

SCHEDULE 8 - FORM OF LOAN SUPPLEMENT

          LOAN SUPPLEMENT NO. **

          RELATING TO AN ADVANCE OF US$/EURO(EURO) FOR THE
          FINANCING OF ONE AIRBUS [A319/320/321] AIRCRAFT WITH
          MANUFACTURER'S SERIAL NUMBER **

          DATED 200 [** ]

          **
          (as [Cayman/Irish] Borrower)

          CREDIT LYONNAIS
          (as Agent)

          CREDIT LYONNAIS
          (as Security Trustee)

          DENTON WILDE SAPTE
          ONE FLEET PLACE
          LONDON
          EC4M 7WS
          TEL: +44 (0)20 7246 7000
          FAX: +44 (0)20 7246 7777
          WWW.DENTONWILDESAPTE.COM

                                    Page 107

<PAGE>

LOAN SUPPLEMENT NO. **

DATED 200 [** ]

BETWEEN

(1)   **  a company incorporated in and existing under the laws of [the Cayman
      Islands/Ireland] and having its registered office at ** (herein called the
      [CAYMAN/IRISH] BORROWER);

(2)   CREDIT LYONNAIS, a banking institution established under the laws of
      France acting through its main office at 1-3 rue des Italiens, 75009
      Paris, France in its capacity as agent for and on behalf of itself and
      each of the Lenders (herein in such capacity called the AGENT); and

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

RECITALS

A     Pursuant to the Facility Agreement, the Lenders have agreed to make
      available to the Borrowers (as defined in the Facility Agreement) a
      facility of up to US$719,000,000 in respect of up to nineteen (19) Airbus
      Industrie aircraft.

B     A Utilisation Notice has been served in respect of the Aircraft.

C     This Loan Supplement is supplemental to the Facility Agreement.

IT IS AGREED:

1     INTERPRETATION

1.1   Words and expressions defined in the Facility Agreement shall, unless
      otherwise specifically defined herein or unless the context otherwise
      requires, have the same respective meanings when used in this Loan
      Supplement (including the Recitals and the Schedules).

1.2   In this Loan Supplement (including the Recitals and the Schedules) the
      following words and expressions have, unless the context otherwise
      requires, the following meanings:-

      AIRCRAFT means the A[319/320/321] Airbus Aircraft with manufacturer's
      serial number ** more particularly described in the relevant Mortgage.

      BRITISH CREDITS shall have the meaning given thereto in Clause 2.1(b).

      FACILITY AGREEMENT means the aircraft facility agreement dated [ ]
      December 2001 between (1) the banks and financial institutions named
      therein (as LENDERS), (2) Halifax plc, Credit Lyonnais and Bayerische
      Landesbank Girozentrale (as NATIONAL AGENTS), (3) Kreditanstalt fur
      Wiederaufbau (as GERMAN PARALLEL LENDER), (4) Credit Lyonnais (as AGENT),
      (5) Credit Lyonnais (as SECURITY TRUSTEE), (6) EFG Aircraft Limited (as
      CAYMAN BORROWER), (7) EFG Aircraft (Ireland) Limited (as IRISH BORROWER),
      (8) OFarrell Leasing Limited (as CAYMAN EXPORT Lessee), (9) O'Farrell
      Leasing (Ireland) Limited (as IRISH EXPORT Lessee), (10) GATX

                                    Page 108

<PAGE>

      Financial Corporation (GFC) and (12) Halifax plc and Credit Lyonnais (as
      JOINT ARRANGERS), as amended, supplemented and acceded to from time to
      time.

      FRENCH CREDITS shall have the meaning given thereto in Clause 2. l(c).

      GERMAN CREDITS shall have the meaning given thereto in Clause 2.1(d).

1.3   Clauses 1.3 and 1.4 of the Facility Agreement shall be deemed to be
      incorporated herein, mutatis mutandis, as if reference therein to "this
      Facility Agreement" were references to "this Loan Supplement".

2     AMOUNT OF CREDITS

2.1   (a)   The aggregate amount of advances to be made by the Lenders in
            respect of the Aircraft shall be **       Dollars/Euros (US$/(euro))

      (b)   The aggregate amount of advances to be made by the British Lenders
            in respect of the Aircraft shall be **        Dollars/Euros (US$/
            (euro)(herein called the BRITISH CREDITS) being **        per cent.
            (**        )of the Loan.

      (c)   The aggregate amount of advances to be made by the French Lenders in
            respect of the Aircraft shall be **       Dollars/Euros (US$/(euro))
            (herein called the FRENCH CREDITS) being **        per cent.
            (**        of the Loan.

      (d)   The aggregate amount of advances to be made by the German Lenders in
            respect of the Aircraft shall not exceed **        Dollars/Euros
            (USS(euro))(herein called the GERMAN CREDITS) being **        per
            cent. (**        of the Loan.

2.2   Each of the British Lenders shall only be responsible for the portion of
      the British Credits specified opposite its name in Schedule 1, Part I,
      each of the French Lenders shall only be responsible for the portion of
      the French Credits specified opposite its name in Schedule 1, Part II and
      each of the German Lenders shall only be responsible for the portion of
      the German Credits set out opposite its name in Schedule 1, Part III.

3     REPAYMENT OF LOAN

      Attached hereto as Schedule 2(1) are the repayment schedules in respect of
      the Loan for each of the British Lenders, the French Lenders and the
      German Lenders referred to in clause 3.6 (Repayment Schedules) of the
      Facility Agreement.

4     APPLICABLE RATE

      The [LIBOR/EURIBOR] rate for the first Interest Period shall be **
      per annum.

5     UTILISATION DATE

      For the purposes of clause 3.1 (Utilisation Notices) of the Facility
      Agreement, the assumed Utilisation Date shall be **

                                    Page 109

<PAGE>

6     GOVERNING LAW AND JURISDICTION

6.1   This Loan Supplement shall be governed by and construed in accordance with
      English law.

6.2   The [Cayman/Irish] Borrower hereby irrevocably agrees for the benefit of
      the Agent and the Security Trustee 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
      Loan Supplement and, for such purposes, irrevocably submits to the
      jurisdiction of such courts.

6.3   The [Cayman/Irish] Borrower hereby irrevocably waives any objection which
      it might now or hereafter have to the courts referred to in Clause 6.2
      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 Loan Supplement and agrees not to claim that any such
      court is not a convenient or appropriate forum in each case whether on the
      grounds of venue or forum non conveniens or any similar grounds or
      otherwise.

6.4   The [Cayman/Irish] Borrower hereby designates, appoints and empowers GATX
      International Limited, 34th Floor, One Canada Square, Canary Wharf,
      London, E14 5AA to accept service of process in respect of any suit,
      action, proceeding or settlement under this Loan Supplement. If for any
      reason such process agent no longer serves as agent to receive service of
      process in England hereunder, the [Cayman/Irish] Borrower shall promptly
      appoint such other agent acceptable to the Security Trustee.

6.5   The submission to the jurisdiction of the courts referred to in Clause 6.2
      shall not (and shall not be construed so as to) limit the right of the
      Agent or the Security Trustee to take proceedings against the
      [Cayman/Irish] Borrower in any other court of competent jurisdiction nor
      shall the taking of proceedings by the Agent or the Security Trustee in
      any one or more jurisdictions preclude the taking of proceedings by the
      Agent or the Security Trustee in any other jurisdiction, whether
      concurrently or not.

6.6   To the extent that the [Cayman/Irish] Borrower or any of the property of
      the [Cayman/Irish] Borrower is or becomes entitled at any time to any
      immunity on the grounds of sovereignty or otherwise from any legal action,
      suit or proceeding, from set-off or counterclaim, from the jurisdiction of
      any competent court, from service of process, from attachment prior to
      judgment, from attachment in aid of execution, or from execution prior to
      judgment, or other legal process in any jurisdiction, the [Cayman/Irish]
      Borrower for itself and its property does hereby irrevocably and
      unconditionally waive, and agrees not to plead or claim, any such immunity
      with respect to its obligations, liabilities or any other matter under or
      arising out of or in connection with any of this Loan Supplement or the
      subject matter hereof.

7     MISCELLANEOUS

7.1   This Loan Supplement may be executed in any number of counterparts and by
      different parties hereto on separate counterparts each of which when
      executed and delivered shall constitute an original but all counterparts
      shall together constitute but one and the same instrument.

7.2   All amendments to this Loan Supplement shall be made in writing and in
      accordance with the provisions of clause 24 (Miscellaneous) of the
      Facility Agreement.

7.3   This Loan Supplement is supplemental to the Facility Agreement and the
      Advance referred to herein is made in accordance with and shall be
      regulated by the terms and conditions of the Facility Agreement, the other
      Transaction Documents and the relevant Transaction Documents.

                                    Page 110

<PAGE>

      AS WITNESS the hands of the duly authorised representatives of the parties
      hereto on the date first-before written.

                                    Page 111

<PAGE>

SCHEDULE 1 - PART I - THE BRITISH LENDERS

<TABLE>
<CAPTION>
                                                                       PORTION OF THE
                                  ADDRESS FOR       JURISDICTION OF        CREDITS
     LENDER  LENDING OFFICE         NOTICES          INCORPORATION   (US$/EUROS (EURO))
<S>          <C>             <C>                    <C>              <C>
Halifax plc  Halifax plc     Structured Finance     England
             Trinity Road    Halifax plc
             Halifax         33 Old Broad Street
             West Yorkshire  London
             HX1 2RG         EC2N 1HZ

                             Tel: +44 20 7574 8180
                             Fax: +44 20 7574 8139
                             Attn: Mike Gear
</TABLE>

                                    Page 112

<PAGE>

SCHEDULE 1 - PART II - THE FRENCH LENDERS

<TABLE>
<CAPTION>
                                                                       PORTION OF THE
                                   ADDRESS FOR      JURISDICTION OF        CREDITS
     LENDER  LENDING OFFICE          NOTICES        INCORPORATION    (US$/EUROS (EURO))
<S>          <C>             <C>                    <C>              <C>
Credit       1-3 rue des     1-3 rue des Italiens   France
Lyonnais     Italiens        75009 Paris
             75009 Paris     France
             France          Tel:  +33 1 4295 0468
                                   +33 1 4295 0285
                             Fax:  +33 1 4295 1181
                                   +33 1 4295 8876
                             Attn: Transportation
                                   Group/Middle Office

Halifax plc  Halifax plc     Structured Finance     England
             Trinity Road    Halifax plc
             Halifax         33 Old Broad Street
             West Yorkshire  London
             HX1 2RG         EC2N 1H2

                             Tel: +44 20 7574 8180
                             Fax: +44 20 7574 8139
                             Attn: Mike Gear
</TABLE>

                                    Page 113
<PAGE>

SCHEDULE 1 - PART III - THE GERMAN LENDERS

<TABLE>
<CAPTION>
                                                                                  PORTION OF THE
                                             ADDRESS FOR         JURISDICTION OF      CREDITS
  LENDER           LENDING OFFICE              NOTICES            INCORPORATION   (US$/EUROS (EURO))
<S>                <C>                  <C>                      <C>              <C>
Bayerische         Brienner Strasse 18  Brienner Strasse 18       Germany
Landesbank         D-80333              D-80333
Girozentrale       Munich               Munich
                   Germany              Germany
                                        Tel:  +49 89 2171 23122
                                        Fax:  +49 89 2171 25159
                                        Attn: Wolfgang Schnull

Kreditanstalt fur  Kreditanstalt fur    Kreditanstalt fur       Germany
Wiederaufbau       Wiederaufbau         Wiederaufbau
                   Palmengartenstras    Export and Project
                   se 5-9, 60325        Finance - Aerospace,
                   Frankfurt am         Palmengartenstrasse 5-9,
                   Main, Germany        60325 Frankfurt am Main,
                                        Germany

                                        Tel: +49 69 7431 2197
                                        Fax: +49 69 7431 2944
                                        Attn: Aviation Group K
                                        III b 2
</TABLE>

                                    Page 114
<PAGE>

SCHEDULE 2 (1) - REPAYMENT SCHEDULE - PART A - THE BRITISH LENDERS

Based on a purchase price of US$/Euros (euro)  with a percentage split as
follows:

UK       **
France   **
Germany  **

<TABLE>
<CAPTION>
                                               [4]
 [1]      [2]            [3]            PRINCIPAL AMOUNT
NUMBER   DATES   PRINCIPAL REPAYMENTS      OUTSTANDING
------   -----   --------------------   ----------------
<S>      <C>     <C>                    <C>
  1
  2
  3
  4
  5
  6
  7
  9
 10
 11
 12
 13
 14
 15
 16
 17
 18
 19
 20
</TABLE>

                                    Page 115
<PAGE>

SCHEDULE 2 (1) - REPAYMENT SCHEDULE - PART B - THE FRENCH LENDERS

Based on a purchase price of US$/Euros (euro)         with a percentage split as
follows:

UK       **
France   **
Germany  **

<TABLE>
<CAPTION>
                                              [4]
 [1]      [2]            [3]            PRINCIPAL AMOUNT
NUMBER   DATES   PRINCIPAL REPAYMENTS     OUTSTANDING
------   -----   --------------------   ----------------
<S>      <C>     <C>                    <C>
  1
  2
  3
  4
  5
  6
  7
  9
 10
 11
 12
 13
 14
 15
 16
 17
 18
 19
 20
</TABLE>

                                    Page 116

<PAGE>

SCHEDULE 2 (1) - REPAYMENT SCHEDULE - PART C - THE FRENCH LENDERS

Based on a purchase price of US$/Euros (euro)         with a percentage split as
follows:

UK       **
France   **
Germany  **

<TABLE>
<CAPTION>
                                              [4]
 [1]      [2]            [3]            PRINCIPAL AMOUNT
NUMBER   DATES   PRINCIPAL REPAYMENTS     OUTSTANDING
------   -----   --------------------   ----------------
<S>      <C>     <C>                    <C>
  1
  2
  3
  4
  5
  6
  7
  9
 10
 11
 12
 13
 14
 15
 16
 17
 18
 19
 20
</TABLE>

                                    Page 117
<PAGE>

SCHEDULE 2(2) - REPAYMENT SCHEDULE SUMMARY

Based on a purchase price of USS/Euros (euro)         with a percentage split as
follows:

UK      **
France  **
Germany **

<TABLE>
<CAPTION>
                                                  [4]
 [1]      [2]            [3]                PRINCIPAL AMOUNT
NUMBER   DATES   PRINCIPAL REPAYMENTS ONLY     OUTSTANDING
------   -----   -------------------------  ----------------
<S>      <C>     <C>                        <C>
  1
  2
  3
  4
  5
  6
  7
  9
 10
 11
 12
 13
 14
 15
 16
 17
 18
 19
 20
</TABLE>

                                    Page 118
<PAGE>

SCHEDULE 3 - PARTICULARS OF AIRFRAME AND ENGINE

Airframe: Airbus A[319/320/321] airframe having [ ] registration mark [ ] and
          bearing manufacturer's serial number [ ]

Engines:  Two (2) [ ] Engines with serial numbers [ ] and [ ]

                                    Page 119
<PAGE>

SIGNED by                  )
duly authorised for and    )
on behalf of               )
[CAYMAN/IRISH BORROWER]    )      -----------------------------

SIGNED by                  )
duly authorised for and    )
on behalf of               )
CREDIT LYONNAIS            )      -----------------------------
(AS AGENT)

SIGNED by                  )
duly authorised for and    )
on behalf of               )
CREDIT LYONNAIS            )      -----------------------------
(AS SECURITY TRUSTEE)

AGREED by GATX FINANCIAL CORPORATION

Name:

Title:

                                    Page 120
<PAGE>

SCHEDULE 9 - FORM OF ACCESSION DEED

THIS ACCESSION DEED is dated the - day of - and made BETWEEN (1) the banks and
financial institutions named therein as Lenders, (2) Halifax plc, Credit
Lyonnais and Bayerische Landesbank Girozentrale (as NATIONAL AGENTS) (3)
Kreditanstalt fur Wiederaufbau (as GERMAN PARALLEL LENDER), (4) Credit Lyonnais
(as AGENT), (5) Credit Lyonnais (as SECURITY TRUSTEE), (6) EFG Aircraft Limited
(as CAYMAN BORROWER), (7) EFG Aircraft (Ireland) Limited (as IRISH BORROWER),
(8) O'Farrell Leasing Limited (as CAYMAN EXPORT LESSEE), (9) O'Farrell Leasing
(Ireland) Limited (as IRISH EXPORT LESSEE), (10) GATX Financial Corporation
(GFC), (11) Halifax plc and Credit Lyonnais (as JOINT ARRANGERS) [and (12) **
(the ACCEDING PARTY) and (13) ** (the OTHER OBLIGORS)].

WHEREAS:

(A)   The Obligors, the [    ], the Joint Arrangers, the Agent, the Security
      Trustee and the Lenders (each as referred to therein) are parties to a
      facility agreement (THE FACILITY AGREEMENT) dated - 200[ ] which term
      includes any amendments thereto which may at any time be made in relation
      thereto and also any Transfer Certificates or Accession Deeds in respect
      thereof.

(B)   By and upon and subject to the terms of the Facility Agreement a facility
      for the purchase of certain aircraft was made available to the Borrowers.

(C)   The Acceding Party wishes to become party to the Facility Agreement as an
      [Alternative Borrower/Alternative Export Lessee] [and Obligor] pursuant to
      the procedures established in Clauses 3.3 (Alternative
      Borrowers/Alternative Export Lessees) and 18.1 (Transfers by Obligors) of
      the Facility Agreement by the execution of this Accession Deed.

NOW IT IS HEREBY AGREED as follows:

1.    DEFINITIONS

      Terms used herein which are defined in or to which a meaning or
      construction is assigned by or in the Facility Agreement (whether
      expressly or by reference to another document) shall, unless otherwise
      defined herein, have the same meaning and construction herein as therein.

2.    AGREEMENTS, CONFIRMATIONS, REPRESENTATIONS AND COVENANTS

2.1   The Acceding Party hereby:

      (a)   confirms that it has received a copy of the Facility Agreement
            together with such other documents and information as it has
            required in connection herewith and therewith;

      (b)   agrees to become, with effect from the date of this Accession Deed,
            an [Alternative Borrower/Alternative Export Lessee] [and Obligor]
            under the Facility Agreement and agrees to be bound in each such
            capacity with effect from such date by the terms of the Facility
            Agreement by its terms applicable to it and undertakes accordingly
            to perform its obligations as an [Alternative Borrower/Alternative
            Export Lessee] [and Obligor] thereunder;

      (c)   confirms the accuracy of the information set out under its name at
            the end of this Accession Deed;

                                    Page 121

<PAGE>

      (d)   represents and warrants as [an] Alternative Borrower/Alternative
            Export Lessee] [and Obligor] to the Security Trustee, the Agent and
            each of the Lenders in the terms of Clause 6 (Representations and
            Warranties) of the Facility Agreement by reference to the facts and
            circumstances existing at the date hereof and that it is duly
            organised and validly existing under the laws of - ];

      (e)   confirms that it has not relied on the Security Trustee, the Agent
            or any of the Lenders to access or inform it as to the legality,
            validity, effect or enforceability of the Facility Agreement or any
            other document referred to therein or the accuracy or completeness
            of any such information as is referred to in paragraph (i) above or
            the creditworthiness, affairs, condition or status of any of the
            parties to the Facility Agreement or any such other document;

      (f)   confirms that its registered office is at:

            -

            and its address for notices pursuant to Clause 22 (Notices) of the
            Facility Agreement is as follows:

            -

2.2   Each Obligor (other than the Acceding Party), the Security Trustee, the
      Agent and each Lender hereby agree amongst themselves and with the
      Acceding Party that the Acceding Party shall become party to the Facility
      Agreement as [an Alternative Borrower/Alternative Export Lessee] [and
      Obligor] with effect from the date of this Accession Deed.

2.3   GFC hereby confirms that the Guarantee is in full force and effect and
      covers the obligations of the Acceding Party (in the case of an
      Alternative Export Lessee) under the Transaction Documents to which it is
      or shall be a party.

3.    LAW

3.1   This Accession Deed shall be governed by and construed in accordance with
      English law.

3.2   The Acceding Party hereby irrevocably designates, appoints and empowers o
      of o to receive, for and on behalf of itself, service of process out of
      the English Courts in any proceedings with respect to the Facility
      Agreement and/or this Accession Deed or any judgment in connection
      therewith and agrees that failure by such process agent to give notice of
      such service of process to the Acceding Party shall not impair or affect
      the validity of such service or of any judgment based thereon.

4.    COUNTERPARTS

      This Accession Deed may be executed in any number of counterparts and by
      different parties hereto on separate counterparts and any single
      counterpart or set of counterparts signed, in either case, by each of the
      parties hereto shall be deemed to constitute a full and original agreement
      for all purposes but all counterparts shall constitute but one and the
      same instrument.

IN WITNESS WHEREOF the parties hereto have caused this Accession Deed to be duly
executed as a deed and it is intended to be and is hereby delivered the day and
year first written above.

                                    Page 122

<PAGE>

SIGNATURES

SIGNED as a DEED, SEALED                             )
AND DELIVERED                                        )
by [ACCEDING PARTY]                                  )
attorney-in-fact for and on behalf of                )
[ACCEDING PARTY]                                     )
in the presence of:                                  )

SECURITY TRUSTEE

SIGNED by CREDIT LYONNAIS                            )
for itself and as Security Trustee acting            )
through its authorised signatories                   )
in the presence of:                                  )

AGENT

SIGNED by CREDIT LYONNAIS                            )
for itself and as Agent for and on behalf of         )
each Lender acting through its authorised            )
signatories                                          )
in the presence of:                                  )

SIGNED as a DEED, SEALED AND                         )
DELIVERED by                                         )
GATX FINANCIAL CORPORATION                           )
as GFC acting through its duly authorised            )
attorney-in-fact                                     )
in the presence of:                                  )

                                    Page 123

<PAGE>

SIGNED as a DEED, SEALED AND                          )
DELIVERED by                                          )
[                       ]                             )
for and on behalf of itself and each other            )
GATX Obligor each Borrower acting                     )
through its duly authorised attorney-in-fact          )
in the presence of:                                   )

                                    Page 124

<PAGE>

SCHEDULE 10 - FORM OF QUIET ENJOYMENT UNDERTAKING

To:   [Lessee]

      [Sub-Lessee]

Dated

AIRCRAFT FACILITY AGREEMENT DATED 20 DECEMBER 2001 AND MADE BETWEEN (1) THE
BANKS AND FINANCIAL INSTITUTIONS NAMED THEREIN (AS LENDERS), (2) HALIFAX PLC,
CREDIT LYONNAIS AND BAYERISCHE LANDESBANK GIROZENTRALE (AS NATIONAL AGENTS), (3)
KREDITANSTALT FUR WIEDERAUFBAU (AS GERMAN PARALLEL LENDER), (4) CREDIT LYONNAIS
(AS AGENT), (5) CREDIT LYONNAIS (AS SECURITY TRUSTEE), (6) EFG AIRCRAFT LIMITED
(AS CAYMAN BORROWER) (7) EFG AIRCRAFT (IRELAND) LIMITED (AS IRISH BORROWER), (8)
O'FARRELL LEASING LIMITED (AS CAYMAN EXPORT LESSEE); (9) O'FARRELL LEASING
(IRELAND) LIMITED (AS IRISH EXPORT LESSEE), (10) GATX FINANCIAL CORPORATION (AS
GFC) AND (11) HALIFAX PLC, AND CREDIT LYONNAIS (AS JOINT ARRANGERS) AS AMENDED,
SUPPLEMENTED OR ACCEDED TO FROM TIME TO TIME (THE FACILITY AGREEMENT)

1     Reference is made to one Airbus A3 - Aircraft Manufacturer's Serial Number
      - (the AIRCRAFT) and the Aircraft Lease Agreement (the LEASE) dated - 20 -
      between Export Lessee] (the LESSOR) and [name of Lessee] (the LESSEE).

2     The Borrower and the Security Trustee (for and on behalf of the Agent and
      the Lenders) each confirms to you in respect of itself and, in relation
      to the Security Trustee, in respect of the Agent and each Lender that none
      of the Lenders, the Agent nor the Security Trustee nor the Borrower nor
      any person lawfully claiming through the Lenders, the Agent or the
      Security Trustee or the Borrower will interfere with the lawful use,
      possession and quiet enjoyment of the Aircraft by the Lessee in accordance
      with the Lease so long as no "event of default" under and as defined in
      the Lease has occurred and is continuing.

----------------------------
[Lessor]

----------------------------
[Owner]

----------------------------
[Security Trustee]

                                    Page 125

<PAGE>

SCHEDULE 11 - APPOINTMENT OF SECURITY TRUSTEE, AGENT AND NATIONAL AGENTS AND
TRUST PROVISIONS

1.    APPOINTMENT AND POWERS OF THE SECURITY TRUSTEE

1.1   Each of the Finance Parties and the Export Lessees irrevocably appoints
      the Security Trustee as its trustee to hold the Collateral on its behalf
      on the terms set out in this Agreement and in the Aircraft Security
      Documents.

1.2   By virtue of the appointment set out above, each of the Finance Parties
      and the Export Lessees hereby authorises the Security Trustee (whether or
      not by or through its employees or agents) to take such action on its
      behalf and to exercise such powers as are specifically delegated to the
      Security Trustee by this Agreement together with such powers and rights as
      are reasonably incidental thereto,

1.3   The Security Trustee shall have no duties, obligations or liabilities to
      any of the parties by whom it has been appointed beyond those expressly
      stated in this Agreement and specifically (but without prejudice to the
      generality of the foregoing) the Security Trustee shall not be obliged to
      take any action or exercise any rights, remedies or powers under or
      pursuant to this Agreement beyond those which it is specifically
      instructed in writing to take or exercise as provided in Paragraph 10 and
      then only to the extent stated in such specific written instructions.

2.    DECLARATION OF TRUST

2.1   The Security Trustee hereby accepts its appointment under Paragraph 1 as
      trustee in relation to the Collateral with effect from the date of this
      Agreement and irrevocably acknowledges and declares that from such date it
      holds the same on trust for the respective Finance Parties and the Export
      Lessees and that it shall apply, and deal with, such trust in accordance
      with the provisions of this Agreement.

2.2   The trusts constituted or evidenced by this Agreement shall remain in full
      force and effect until whichever is the earlier of the expiration of a
      period of eighty (80) years from the date of this Agreement, and receipt
      by the Security Trustee of written confirmation from the respective
      Finance Parties and the Export Lessees that all the obligations and
      liabilities for which the Aircraft Security Documents are constituted as
      security have been discharged in full. The parties to this Agreement
      declare that the perpetuity period applicable to this Agreement shall, for
      the purposes of the Perpetuities and Accumulations Act 1964 be a period of
      80 years from the date of this Agreement.

2.3   The Security Trustee may, in the conduct of any trusts constituted by this
      Agreement, instead of acting personally, employ and pay any agent (whether
      being a lawyer, chartered accountant or any other person) to transact or
      concur in transacting any business and to do or concur in doing any acts
      required to be done by the Security Trustee (including the receipt and
      payment of money). Any such agent engaged in any profession or business
      shall be entitled to be paid all usual professional and other charges for
      business transacted and acts done by him or any partner or employee of his
      in connection with such trusts. The Security Trustee shall not be bound to
      supervise, or be responsible for any loss incurred by reason of any act or
      omission of any such agent if the Security Trustee shall have exercised
      reasonable care in the selection of such agent.

2.4   In its capacity as trustee in relation to the Aircraft Security Documents,
      the Security Trustee shall, without prejudice to any of the powers and
      immunities conferred upon trustees by law (and to the extent not
      inconsistent with the provisions of this Agreement or any of the Aircraft

                                    Page 126

<PAGE>

      Security Documents), have all the same powers as a natural person acting
      as the beneficial owner of such property and/or as are conferred upon the
      Security Trustee by this Agreement and/or any of the Aircraft Security
      Documents.

2.5   In its capacity as trustee in relation to the Aircraft Security Documents,
      the Security Trustee shall have full power to determine all questions and
      doubts arising in relation to the interpretation or application of any of
      the provisions of this Agreement or any of the Aircraft Security Documents
      as it affects the Security Trustee and every such determination (whether
      made upon a question actually raised or implied in the acts or proceedings
      of the Security Trustee) shall be conclusive and shall bind all the other
      parties to this Agreement.

2.6   It is agreed between all parties to this Agreement that in relation to any
      jurisdiction the courts of which would not recognise or give effect to the
      trusts expressed to be constituted by this Agreement, the relationship of
      the Finance Parties and the Export Lessees to the Security Trustee shall
      in the case of each of the trusts constituted hereby be construed simply
      as one of principal and agent but, to the fullest extent permissible under
      the laws of each and every such jurisdiction, this Agreement shall have
      full force and effect as between the parties.

2.7   The Security Trustee shall be entitled (and bound) to assume that any
      directions received by it from the Agent (or, once the Secured Loan
      Obligations have been fully repaid and discharged, the Export Lessees)
      under or pursuant to this Agreement or any of the other Transaction
      Documents are the directions of the Lenders (or the Export Credit
      Agencies) or the directions of the Agent itself (or, once the Secured Loan
      Obligations have been fully repaid and discharged, to the Export Lessees)
      acting pursuant to the provisions of the Transaction Documents. The
      Security Trustee shall not be liable to the Finance Parties, or any of
      them (or, once the Secured Loan Obligations have been fully repaid and
      discharged, to the Export Lessees) for any action taken or omitted under
      or in connection with this Agreement or any of the other Transaction
      Documents in accordance with any such directions unless caused by the
      gross negligence or wilful misconduct of the Security Trustee.

3.    RESTRICTIONS AND LIMITATIONS ON AND EXCLUSIONS OF THE DUTIES AND
      RESPONSIBILITIES OF THE SECURITY TRUSTEE

3.1   The Security Trustee shall not be obliged:

      3.1.1 to request any certificate or opinion under any Transaction Document
            unless so required in writing by the Agent, in which case, subject
            to the provisions of Paragraph 10, the Security Trustee shall
            promptly make the appropriate request of the relevant party; or

      3.1.2 to make any enquiry as to any default by any party in the
            performance or observance of any provision of any of the Aircraft
            Security Documents or as to whether any event or circumstance has
            occurred as a result of which the security constituted by any of the
            Aircraft Security Documents shall have or may become enforceable.

3.2   The Security Trustee shall not have any duty or responsibility, either
      initially or on a continuing basis:

      3.2.1 subject to Paragraph 3.7, to provide any of the other parties hereto
            with any information with respect to any Borrower, any Export Lessee
            or GFC whenever coming into its possession; or

      3.2.2 to investigate or make any enquiry into the title of any parry to
            the Collateral or any part thereof.

                                    Page 127

<PAGE>

3.3   The Security Trustee shall not have any responsibility to any of the
      Finance Parties or any Export Lessee (a) on account of the failure of any
      other party to perform any of its or their obligations under any of the
      Transaction Documents, (b) for the financial condition of any Borrower,
      any Export Lessee or GFC, (c) for the completeness or accuracy of any
      statements, representations or warranties in any of the Transaction
      Documents or any document delivered under any of the Transaction
      Documents, (d) for the execution, effectiveness, adequacy, genuineness,
      validity, enforceability or admissibility in evidence of any of the
      Transaction Documents or of any certificate, report or other document
      executed or delivered under any of the Transaction Documents, (e) to
      investigate or make any enquiry into the title of any party to the
      property which forms the Collateral or any part thereof, (f) for the
      failure to register any of the Transaction Documents on any register with
      any authority, court or relevant body, (g) for the failure to take or
      require any Borrower, any Export Lessee, GFC, the Manufacturer, the Engine
      Manufacturer, any sub-lessee or any provider of insurances or
      reinsurances, to take any steps to render any of the Collateral effective
      or to secure the creation of any ancillary charge under the laws of the
      jurisdiction concerned or (h) otherwise in connection with the Transaction
      Documents or their negotiation or for acting (or, as the case may be,
      refraining from acting) in accordance with the directions of the Agent or
      the National Agents or in reliance upon information provided by the Agent
      or the National Agents or any of the Lenders.

3.4   The Security Trustee shall be entitled to rely on any communication,
      instrument or document believed by it to be genuine and correct and to
      have been signed or sent by the proper person and shall be entitled to
      rely as to legal or other professional matters on opinions and statements
      of any legal or other professional advisers selected or approved by it.

3.5   The Security Trustee shall be entitled to place all Aircraft Security
      Documents and any other Transaction Documents, certificates and other
      documents relating thereto or any of them in any safe deposit, safe or
      receptacle selected by the Security Trustee or with any solicitor or firm
      of solicitors and may make any such arrangements as it thinks fit for
      allowing each Finance Party access to, or its solicitors or auditors
      possession of, such documents when necessary or convenient, and the
      Security Trustee shall not be responsible for any loss incurred in
      connection with any such deposit, access or possession.

3.6   The Security Trustee may refrain from doing anything which would, or might
      in its reasonable opinion, be contrary to any law of any jurisdiction or
      any directive, regulation or regulatory requirement of any state (or any
      agency thereof) or which would or might render it liable to any person and
      may do anything which is, in its opinion, necessary to comply with any
      such law, directive, regulation or regulatory requirement.

3.7   The Security Trustee shall notify the Agent as soon as is reasonably
      practicable, of the contents of any communication received by it from any
      Borrower, any Export Lessee or GFC pursuant to any Transaction Document.

4.    NO RESTRICTION ON OR LIABILITY TO ACCOUNT FOR OTHER TRANSACTIONS

4.1   The Security Trustee may, without any liability to account to any of the
      Finance Parties or any Export Lessee, accept deposits from, lend money to,
      and generally engage in any kind of trust or banking business with, or be
      the owner or holder of any shares or other securities of, any Borrower,
      any Export Lessee, GFC or any of their respective Subsidiaries or
      associated companies or any of the Finance Parties as if it were not the
      Security Trustee.

4.2   With respect to its own participation in the Transaction Documents, the
      Security Trustee shall have the rights and powers thereunder and under the
      Aircraft Security Documents of a Lender and may exercise the same as
      though it were not performing the duties and functions delegated to it
      under this Agreement.

                                    Page 128

<PAGE>

5.    COMMON AGENT AND SECURITY TRUSTEE

      Notwithstanding that the Agent, the Security Trustee and the French
      National Agent may from time to time be the same legal entities, the
      Agent, the Security Trustee and the French National Agent have each
      entered into this Agreement in their separate capacities as agent for the
      relevant Lenders, and as trustee for the Finance Parties under and
      pursuant to the Transaction Documents; PROVIDED ALWAYS that, where this
      Agreement provides for the Agent, the Security Trustee or the French
      National Agent to communicate with or provide instructions to any of the
      Agent, the Security Trustee or the French National Agent while the Agent,
      the Security Trustee or the French National Agent are the same or related
      entities, it will not be necessary for there to be any such formal
      communication or instructions notwithstanding that this Agreement provides
      in certain cases for the same to be in writing.

6.    CHANGE OF SECURITY TRUSTEE

      6.1   The Security Trustee may retire from its appointment as Security
            Trustee of the Trusts under this Agreement without giving any reason
            and without being responsible for any costs occasioned by such
            retirement having given to the Finance Parties and GFC not less than
            sixty (60) days written notice of its intention to do so Provided
            always that no such retirement shall take effect unless there has
            been appointed as a successor security agent and trustee in respect
            of the Trust by instrument in writing signed by the Security
            Trustee:

    6.1.1   a trust corporation, bank or financial institution nominated by the
            Agent and, provided no Relevant Event or Termination Event shall
            have occurred and be continuing, approved by GFC (such approval not
            to be unreasonably withheld or delayed), or at any time after the
            Advance and all amounts owing in respect thereof have been repaid or
            prepaid in full; or

    6.1.2   failing such a nomination, any trust corporation, bank or financial
            institution with offices in London nominated by the Security Trustee
            after consultation with the Finance Parties and with the consent of
            the Agent, or at any time after the Advance and all amounts owing in
            respect thereof have been repaid or,

      and, in either case, such successor security trustee shall have duly
      accepted such appointment by delivering to the Agent and the other Finance
      Parties written confirmation (in a form acceptable to the Agent) of such
      acceptance agreeing to be bound by this Agreement in the capacity of
      Security Trustee as if it had been an original party to this Agreement and
      the other Aircraft Security Documents.

6.2   Upon any successor to the Security Trustee being appointed pursuant to
      Paragraph 6.1, the retiring Security Trustee shall be discharged from any
      further obligation under this Agreement and the other Aircraft Security
      Documents with respect to the Collateral and its successor and each of the
      other parties to this Agreement and the other Aircraft Security Documents
      shall have the same rights and obligations among themselves as they would
      have had if such successor had been a party to this Agreement and the
      other Aircraft Security Documents in place of the retiring Security
      Trustee.

6.3   Notwithstanding paragraph 6.1, the Security Trustee shall be entitled to
      retire from its appointment as Security Trustee hereunder upon five (5)
      days written notice to GFC at any time when the Secured Loan Obligations
      have been fully repaid and discharged. GFC shall, at its own cost, at such
      time assume the role of Security Trustee hereunder.

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7.    NATIONAL AGENTS

7.1   Each of the British Lenders, the French Lenders and the German Lenders
      irrevocably appoints respectively the British National Agent, the French
      National Agent and the German National Agent as its agent for the purposes
      of this Agreement and the other Transaction Documents and authorises such
      National Agent (whether or not by or through employees or agents) to take
      such action on the relevant Lender's behalf and to exercise such rights,
      remedies, powers and discretions as are specifically delegated to such
      National Agent by this Agreement, together with such power's and
      discretions as are reasonably incidental thereto. The British National
      Agent, the French National Agent and the German National Agent shall not,
      however, have any duties, obligations or liabilities to their respective
      Lenders beyond those expressly stated in this Agreement and the other
      Transaction Documents.

7.2   Each National Agent may retire from its appointment as agent for the
      relevant Lenders having given to the Agent, GFC and each of the relevant
      Lenders not less than thirty (30) days written notice of its intention to
      do so; PROVIDED ALWAYS that no such retirement by a National Agent shall
      take effect unless there has been appointed by the relevant Lenders as a
      successor agent either:

      7.2.1 a Lender nominated by the relevant Lenders or, failing such a
            nomination,

      7.2.2 any reputable and experienced bank or financial institution
            nominated by the retiring National Agent.

7.3   No National Agent shall be liable to any Lender for any action taken or
      omitted under or in connection with this Agreement or any of the
      Transaction Documents or any of the Advances except in the case of the
      gross negligence or wilful misconduct of such National Agent.

      For the purposes of this Paragraph 7 no National Agent shall be treated as
      having actual knowledge of any matter of which any department or any
      division other than that specified in a notice served in accordance with
      Clause 22 of this Agreement hereof may become aware in the context of
      corporate finance or advisory activities from time to time undertaken by
      such National Agent for the Borrower, the Lessee or any of their
      respective associates.

7.4   Each Lender acknowledges that it has not relied on any statement, opinion,
      forecast or other representation made by any National Agent to induce it
      to enter into any of the Transaction Documents and that it has made and
      will continue to make, without reliance on any National Agent and based on
      such documents as it considers appropriate, its own appraisal of the
      creditworthiness of any Borrower, any Export Lessee or GFC and its own
      independent investigation of the financial condition and affairs of the
      Borrowers, the Export Lessees and GFC in connection with the making and
      continuation of any of the Advances. No National Agent shall have any duty
      or responsibility, either initially or on a continuing basis, to provide
      the Lenders with any credit or other information with respect to the
      Borrower or the Lessee whether coming into its possession before the
      making of the relevant advance or at any time or times thereafter. No
      National Agent shall have any duty or responsibility for the completeness
      or accuracy of any information given by the Borrower or the Lessee in
      connection with or pursuant to any of the Transaction Documents, whether
      the same is given to such National Agent and passed on by it to any
      Lenders or otherwise.

7.5   Upon any such successor as aforesaid being appointed, the retiring
      National Agent, in accordance with this Agreement shall be discharged from
      any further obligation under this Agreement and its successor and each of
      the other parties to this Agreement shall have the same rights and
      obligations among themselves as they would have had if such successor had
      been a party to this Agreement in place of the retiring National Agent.

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8.    AGENT

8.1   Each Lender and each National Agent irrevocably appoints the Agent as its
      agent for the purposes of this Agreement, the Advances and the Transaction
      Documents and authorises the Agent (whether or not by or through employees
      or agents) to take such action on their behalf and to exercise such
      rights, remedies, powers and discretions as are specifically delegated to
      the Agent by this Agreement and the other Transaction Documents, together
      with such powers and discretions as are reasonably incidental thereto. The
      Agent shall not, however, have any duties, obligations or liabilities to
      the Lenders or the National Agents beyond those expressly stated in this
      Agreement and the Transaction Documents.

8.2   The Agent may retire from its appointment as Agent under this Agreement
      and the Transaction Documents having given to GFC and each Lender not less
      than thirty (30) days written notice of its intention to do so; PROVIDED
      ALWAYS that no such retirement shall take effect unless there has been
      appointed by the Lenders as a successor any reputable and experienced bank
      or financial institution nominated by the Agent.

8.3   Upon any such successor as aforesaid being appointed, the retiring Agent
      shall be discharged from any further obligation under this Agreement and
      the Transaction Documents and its successor and each of the other parties
      to this Agreement and the Transaction Documents shall have the same rights
      and obligations among themselves as they would have had if such successor
      had been a party to this Agreement in place of the retiring Agent.

8.4   The Agent undertakes that, in making any decision or forming an opinion or
      exercising a discretion under the Transaction Documents, it shall so act
      in accordance with the instructions of the National Agents.

8.5   The Agent shall:

      (i)   promptly inform each Lender of the contents of each notice,
            certificate or document received by it in its capacity as Agent
            hereunder or under any other relevant document;

      (ii)  promptly notify each Lender as soon as it becomes aware of the
            existence of any Relevant Event or Termination Event;

      (iii) act in accordance with instructions given to it by the National
            Agents, the Export Credit Agencies and/or the Majority Lenders as
            provided herein.

9.    AGENTS AND SECURITY TRUSTEE

9.1   The Agent may assume that each relevant Lender's Lending Office is that
      specified in Schedule 1 or (as the case may be) in the Transfer
      Certificate (as defined in the Loan Supplements) whereby such Lender
      became a party hereto until it has received from such Lender a notice
      designating some other office of such Lender as its Lending Office and act
      upon any such notice until the same is superseded by a further such
      notice.

9.2   All moneys to be paid or distributed by the Agent or the Security Trustee
      to the Lenders under this Agreement or any Transaction Document may be
      effected by the payment to the relevant National Agent for the account of
      the Lenders for whom it acts as agent of its portion of the amount so to
      be paid or distributed. Each payment so received by any National Agent
      shall be distributed between the relevant Lenders in accordance with their
      respective participations.

9.3   Except with the prior written consent of each of the relevant Lenders for
      whom the a Agent acts in such capacity and subject as otherwise provided
      in this Agreement, no Agent shall

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      have authority on behalf of the Lenders for whom it acts as agent to agree
      with the Borrower any amendment (other than an amendment described in
      Paragraph 9.4 below) to this Agreement or any other Transaction Document
      which would:

      9.3.1 reduce the Applicable Rate or the amount of any payment to be made
            for account of any of the relevant Lenders under this Agreement or
            the other Transaction Documents;

      9.3.2 alter the due date, reduce the amount or alter the currency of any
            payment of principal, interest or other amount payable for the
            account of the relevant Lenders under this Agreement or any other
            Transaction Document;

      9.3.3 alter any relevant Lender's Commitment from time to time or subject
            any relevant Lender to any obligations not expressly contemplated by
            this Agreement or any Transaction Document;

      9.3.4 alter the term of the Availability Period or any Repayment Date;

      9.3.5 amend, modify or vary the definition of "Majority Lender";

      9.3.6 amend, modify, vary, release or discharge any of the Aircraft
            Security Documents or the Liens constituted thereby or consent to
            any of the same save in accordance with the terms of this Agreement
            and the other Transaction Documents; or

      9.3.7 amend, modify or vary this Paragraph 9.3;

9.4   The Agent or the Security Trustee may, without the prior written approval
      of the Majority Lenders, amend any provision of this Agreement or any
      other Transaction Document if such amendment is necessary to correct any
      manifest error herein or therein, and any such amendment shall be binding
      on all the parties.

9.5   Except with the prior written consent of the Agent or the Security
      Trustee, as the case may be, the Lenders shall not have authority to
      amend, modify or vary any provision of this Agreement which regulates the
      remuneration, rights, duties and/or powers of the Agent or the Security
      Trustee, as the case may be.

9.6   With respect to its own Relevant Proportion (if any) in any Advance, the
      Agent shall have the same rights and powers under this Agreement and the
      Transaction Documents as any other Lender and may exercise the same as
      though it were not performing the duties and functions delegated to it (as
      agent) under this Agreement or, as the case may be, the Transaction
      Documents, and the term "LENDER" shall, unless the context otherwise
      indicates, include the Agent. Neither this Agreement nor any of the
      Transaction Documents shall (nor shall the same be construed so as to)
      constitute a partnership between the parties or any of them or so as to
      establish a fiduciary relationship between the Agent (in any capacity) and
      any other person.

9.7   The Agent shall not:

      9.7.1 be obliged to make any enquiry as to any default by any Borrower,
            any Export Lessee or GFC in the performance or observance of any of
            the provisions of any of the Transaction Documents or as to the
            existence of a default unless the Agent has actual knowledge thereof
            or has been notified in writing thereof, in which case the Agent
            shall promptly notify the Lenders for which it acts as agent of the
            relevant event or circumstances;

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      9.7.2 be liable to any Lender for any action taken or omitted under or in
            connection with this Agreement or any of the Transaction Documents
            or any of the Advances except in the case of the gross negligence or
            wilful misconduct of the Agent.

      For the purposes of this Paragraph 9 no Agent shall be treated as having
      actual knowledge of any matter of which any department or any division
      other than that specified in Clause 22 (NOTICES) of this Agreement may
      become aware in the context of corporate finance or advisory activities
      from time to time undertaken by the Agent for any Borrower, any Export
      Lessee, GFC or any of their respective associates.

9.8   Each Lender acknowledges that it has not relied on any statement, opinion,
      forecast or other representation made by the Agent to induce it to enter
      into any of the Transaction Documents and that it has made and will
      continue to make, without reliance on the Agent and based on such
      documents as it considers appropriate, its own appraisal of the
      creditworthiness of the Borrowers, the Export Lessees and GFC and its own
      independent investigation of the financial condition and affairs of the
      Borrower, the Export Lessees and GFC in connection with the making and
      continuation of any of the Advances. The Agent shall not have any duty or
      responsibility, either initially or on a continuing basis, to provide the
      Lenders with any credit or other information with respect to any Borrower,
      any Export Lessee or GFC whether coming into its possession before the
      making of the relevant advance or at any time or times thereafter, other
      than as provided in sub-Paragraph 9.7.1. the Agent shall not have any duty
      or responsibility for the completeness or accuracy of any information
      given by the Borrower or the Lessee in connection with or pursuant to any
      of the Transaction Documents, whether the same is given to the Agent and
      passed on by it to any Lenders or otherwise.

9.9   The Agent shall not have any responsibility to any Lender:

      9.9.1 on account of the failure of any Borrower, any Export Lessee or GFC
            to perform their obligations under any of the Transaction Documents;
            or

      9.9.2 for the financial condition of any Borrower, any Export Lessee or
            GFC; or

      9.9.3 for the completeness or accuracy of any statements, representations
            or warranties in any of the Transaction Documents or any document
            delivered under this Agreement or any of the other Transaction
            Documents; or

      9.9.4 for the execution, effectiveness, adequacy, genuineness, validity,
            enforceability or admissibility in evidence of this Agreement or any
            of the other Transaction Documents or of any certificate, report or
            other document executed or delivered under this Agreement or any of
            the other Transaction Documents; or

      9.9.5 otherwise in connection with any of the Advances or the negotiation
            of any Transaction Document; or

      9.9.6 for acting (or, as the case may be, refraining from acting) in
            accordance with the instructions of the Majority Lenders and/or in
            accordance with any provision of any Transaction Document.

      The Agent shall be entitled to rely on any communication, instrument or
      document believed by it to be genuine and correct and to have been signed
      or sent by the proper person and shall be entitled to rely as to legal or
      other professional matters on opinions and statements of any legal or
      other professional advisers selected or approved by it.

      The Agent may, without any liability to account to any Lender, accept
      deposits from, lend money to, and generally engage in any kind of banking
      or trust business with any Borrower,

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      any Export Lessee, any GATX Group Company or any of their respective
      associates or any of the other Finance Parties as if it were not an agent
      hereunder.

10.   ENFORCEMENT OF AND OTHER ACTION UNDER THE AIRCRAFT SECURITY DOCUMENTS

10.1  NO ENFORCEMENT BY FINANCE PARTIES

      None of the Finance Parties or any Export Lessee shall have any
      independent power to enforce any of the Aircraft Security Documents, to
      exercise any rights and/or powers or to grant any consents or releases
      under or pursuant to any of the Aircraft Security Documents or otherwise
      have direct recourse to the security constituted by any of the Aircraft
      Security Documents. Notwithstanding the foregoing or any other provision
      hereof or of any other Transaction Document it is hereby acknowledged and
      agreed that the Agent shall be entitled to send an Acceleration Notice or
      a Loan Acceleration Notice under Clause 10.2 of this Agreement.

10.2  ACCELERATION OF LOANS

      Save as expressly provided in this Paragraph 10, none of the Finance
      Parties shall have any independent power to take any steps to accelerate
      or demand repayment of any Advance, to exercise any rights or powers or to
      grant any consents or releases relating to or in connection with the
      occurrence or existence of a Termination Event. Notwithstanding any other
      provisions of this Paragraph 10 it is expressly agreed and acknowledged
      that at any time the Agent shall if so instructed by any of the National
      Agents (acting on the instructions of its Export Credit Agency):

      (a)   take the action set out in Paragraph 10.1; or

      (b)   following the occurrence of a Termination Event, accelerate the
            relevant Advance or Advances.

10.3  ACTION UNDER AIRCRAFT SECURITY DOCUMENTS

      If a Termination Event shall occur and be continuing at any time before
      the Secured Loan Obligations have been fully repaid and discharged, then
      subject to the Security Trustee being indemnified to its satisfaction, the
      Security Trustee shall ensure that the appropriate person takes such
      action (including, without limitation, the exercise of all rights and/or
      powers and the granting of consents or releases) or, as the case may be,
      refrains from taking such action under or pursuant to the Aircraft
      Security Documents as the Agent shall specifically direct the Security
      Trustee. If any Borrower is in breach of any obligation to any Export
      Lessee under any Credit Sale Agreement at any time after the Secured Loan
      Obligations have been fully repaid and discharged, then subject to the
      Security Trustee being indemnified to its satisfaction the Security
      Trustee shall ensure that the appropriate person takes such action
      (including, without limitation, the exercise of all rights and/or powers
      and the granting of consents or releases) or, as the case may be, refrains
      from taking such action under or pursuant to the Aircraft Security
      Documents. Unless and until the Security Trustee shall have received such
      directions or instructions, the Security Trustee shall not be required to
      ensure that any action is taken under any of the Aircraft Security
      Documents.

10.4  ACTION FOLLOWING TERMINATION EVENT

      If at any time before the Secured Loan Obligations have been fully repaid
      and discharged, any party hereto becomes aware that a Termination Event
      has occurred and is continuing, such party shall as soon as practicable
      after becoming aware thereof give written notice to the

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      Borrower, the Agent and the Security Trustee who shall thereupon give
      notice (a "NOTICE OF EVENT") of the same to the National Agents;

      (A)   within a period of thirty (30) days following the giving of the
            Notice of Event by the Security Trustee or the expiry of any period
            specified in any Notice of Event issued by the Security Trustee or
            any period specified in any Notice of Reservation of Rights issued
            by the Security Trustee in accordance with Paragraph 10.5, the
            National Agents shall not have given either:

            (a)   notice (a "NOTICE FOR INACTION") to the Agent requiring such
                  action not to be taken; or

            (b)   notice to the Agent and the Security Trustee requesting the
                  issue of a Notice of Reservation of Rights, or a further
                  Notice of Reservation of Rights, pursuant to Paragraph 10.5;
                  or

      (B)   any National Agent gives notice (a "NOTICE FOR ACTION") in writing
            to the Agent requiring such action to be taken,

      then, upon expiry of the relevant period referred to in Paragraph 10.4(A)
      or upon the giving of a Notice of Action by the Agent (or, if one or more
      Notices of Reservation of Rights have been delivered by the Security
      Trustee in accordance with Paragraph 10.5, upon the expiry of the period
      referred to in the last Notice of Reservation of Rights), to the extent
      permitted by the Transaction Documents and applicable law (and provided
      always that, at the relevant time, such Event of Default is continuing):

      (C)   the Agent shall give an Acceleration Notice or, as directed a Loan
            Acceleration Notice declaring the Advance(s) immediately due and
            payable and such Advance(s) shall become due and payable pursuant
            to, and in accordance with, the terms of this Agreement; and

      (D)   the Security Trustee shall ensure that such steps as may be
            available and as may be prudent are taken to enforce the security
            constituted by the relevant Aircraft Security Documents,

      PROVIDED ALWAYS that, for the avoidance of doubt, if any National Agent
      shall have given a Notice for Action pursuant to Paragraph 10.4(B) and any
      other National Agent shall have given or, as the case may be, shall give a
      Notice for Inaction pursuant to Paragraph 10.4(A) or a Notice of
      Reservation of Rights pursuant to Paragraph 10.5, the Agent shall
      disregard the Notice(s) for Inaction and/or Notice(s) of Reservation of
      Rights and shall act in accordance with the Notice for Action.

10.5  RESERVATION OF RIGHTS

      If, within thirty (30) days after the Agent has given a Notice of Event,
      each of the National Agents (at the request of their respective Export
      Credit Agencies) have given to the Agent and the Security Trustee a notice
      in writing requiring it to do so (provided that the Agent does not receive
      a Notice for Action pursuant to Paragraph 10.4(B) within such period), the
      Security Trustee shall by notice in writing to the Lessee and any other
      relevant party (a "NOTICE OF RESERVATION OF RIGHTS") reserve all of its
      rights under the Transaction Documents arising as a consequence of the
      occurrence of the Termination Event in question, which notice shall
      require GFC and/or any other relevant party to remedy such Termination
      Event within a period of thirty (30) days after the date on which the
      Notice of Reservation of Rights is given or such other period as the
      National Agents may agree and notify to the Security Trustee in writing.
      Upon the expiry of the period specified in any Notice of Reservation of
      Rights, the

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      Security Trustee shall, if it is instructed in writing to do so by all of
      the National Agents (at the request of their respective Export Credit
      Agencies) prior to the expiry of such period (provided the Agent does not
      receive a Notice for Action pursuant to Paragraph 10.4(B) within such
      period), give to the Lessee a further Notice of Reservation of Rights,
      save only that the period given for remedying the relevant Event of
      Default shall be thirty (30) days after the giving of the further Notice
      of Reservation of Rights or such other period as the National Agents may
      agree and notify to the Security Trustee in writing.

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APPENDIX X - DEFINITIONS

ACCEPTANCE CERTIFICATE means, in respect of an Aircraft, the certificate signed
by the relevant Export Lessee and given by the Export Lessee to the relevant
Borrower pursuant to Clause 5.1 of the relevant Credit Sale Agreement.

ACCELERATION NOTICE has the meaning ascribed to it in Clause 10.2(a) of the
Facility Agreement.

ACCESSION DEED means a deed of accession to the Facility Agreement to be entered
into by a proposed Alternative Borrower and/or Alternative Export Lessee in the
form of Schedule 9 to the Facility Agreement.

ADMINISTRATION AGREEMENTS means, in respect of the Cayman Borrower or the Irish
Borrower respectively, the agreements so entitled dated on or about the Signing
Date and made between the relevant Manager, the relevant Borrower, the Security
Trustee and GFC.

ADVANCE means, in respect of a Utilisation or an Alternative Utilisation, the
aggregate of the sums to be advanced or advanced by each of the Lenders to the
relevant Borrower in respect of that Utilisation or that Alternative
Utilisation.

AFFECTED BORROWER shall have the meaning given thereto in Clauses 15.1
(MITIGATION) and 15.2 (PREPAYMENT OF AFFECTED LOANS AND REPLACEMENT OF AFFECTED
LENDER) of the Facility Agreement.

AFFECTED LENDER shall have the meaning given thereto in Clauses 14.3
(ILLEGALITY) and 15.2 (PREPAYMENT OF AFFECTED LOANS AND REPLACEMENT OF AFFECTED
LENDER) of the Facility Agreement.

AGENT means Credit Lyonnais, a banking institution established under the laws of
France acting through its main office at 1-3 rue des Italiens, 75009 Paris,
France.

AGREED BRITISH RATE means, in respect of an Advance and Interest Period, the sum
of (i) the Applicable Rate for such Advance and Interest Period, (ii) the
British Margin and (iii) the applicable ECA Premium.

AGREED FRENCH RATE means, in respect of an Advance and Interest Period, the sum
of (i) the Applicable Rate for such Advance and Interest Period, (ii) the French
Margin and (iii) the applicable ECA Premium.

AGREED GERMAN RATE means, in respect of an Advance and Interest Period, the sum
of (i) the Applicable Rate for such Advance and Interest Period, (ii) the German
Margin and (iii) the applicable ECA Premium.

AGREED RATE means, for any Advance and any Interest Period, (i) for the purposes
of the British Credit forming part thereof, the Agreed British Rate, (ii) for
the purposes of the French Credit forming part thereof, the Agreed French Rate
and (iii) for the purposes of the German Credit forming part thereof, the Agreed
German Rate, in each case referable thereto.

AGREEMENT means this aircraft facility agreement including the recitals,
schedules and appendices hereto.

AIRBUS PURCHASE AGREEMENT means the Aircraft Purchase Agreement between the
Seller and GFC dated 17 October 2001 pursuant to which GFC agreed to purchase 19
Airbus A319, A320 and A321 aircraft.

AIRCRAFT means, as the context may require, any or all of the Eligible Aircraft
financed hereunder by the relevant Borrower or financed pursuant to an
Alternative Utilisation (and, save where the context

                                     Page 1

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otherwise requires, includes any or all of the Replacement Aircraft) comprising,
with respect to each individual aircraft, the Airframe together with the
relevant Engines (whether or not any of the relevant Engines may from time to
time be installed on the Airframe) together with the relevant Technical Records.

AIRCRAFT PURCHASE PRICE means, in respect of an Aircraft, the final contract
price for that Aircraft (including any Buyer Furnished Equipment) on delivery,
after deduction of all credit memoranda in each case which are expressed to be
capable of being applied against the purchase price of that Aircraft as set out
in the relevant purchase agreement by the Seller and/or the Manufacturer and/or
the relevant Engine Manufacturer and exclusive of any capitalised interest.

AIRCRAFT SECURITY DOCUMENTS means, in respect of an Aircraft and at any time,
each of:

(a)   the relevant Borrower Floating Charge, the relevant Lease Security
      Assignment, the relevant Mortgage (if any), the Airframe Warranties
      Agreement, the relevant Engine Warranties Agreement, the relevant Purchase
      Agreement Assignment, the Guarantee, the relevant Borrower Share Charge,
      the relevant Export Lessee Share Charge, the relevant Borrower Security
      Assignment, the relevant Intermediate Lease Security Assignment (if any),
      the relevant English Law Mortgage;

(b)         (i) any other instrument, document or memorandum annexed to any of
            the documents referred to in (a) above,

      (ii)  any notice or acknowledgement required pursuant to the terms of any
            of the documents referred to in (a) above;

      (iii) any document, instrument or memorandum (w) which is executed and
            delivered in connection with or following a restructuring of any or
            all of the arrangements contemplated by any of the documents
            referred to in (a) above or (x) which the relevant Export Lessee
            agrees constitutes an Aircraft Security Document or (y) which
            secures the obligations of any one or more of the Obligors under any
            of the Transaction Documents or (z) which is entered into in
            substitution for or which amends or augments or varies all or any
            part of any of the documents referred to in this definition
            (including this part (b)(iii)(z)) in each case in accordance with
            the terms of the Transaction Documents; and

      (iv)  any other document that is entered into in relation to an
            Alternative Utilisation which GFC and the Agent agree constitutes an
            Aircraft Security Document.

AIRFRAME means, in respect of an Aircraft, the airframe (except for the Engines)
more particularly identified in Schedule 3 to the relevant Loan Supplement
including all Parts installed in or on the airframe at the Delivery Date (or
which, having been removed therefrom, remain the property of the relevant
Borrower) and all substitutions, renewals and replacements of such Parts from
time to time made in or to or installed in or on the said airframe including any
Parts which are for the time being detached from the airframe but remain the
property of the relevant Borrower.

AIRFRAME WARRANTIES AGREEMENT means the airframe warranties agreement between
the Manufacturer, GFC, the Cayman Export Lessee, the Irish Export Lessee and the
Security Trustee including, in each case, any relevant amendment, modification,
letter agreements and supplements thereto.

ALTERNATIVE BORROWER means a company, approved by the Agent and incorporated in
a jurisdiction approved by the Agent (acting on the instructions of the Majority
Lenders) which accedes to the Facility Agreement as a borrower pursuant to
Clause 3.3 of the Facility Agreement (ALTERNATIVE OBLIGORS).

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ALTERNATIVE BORROWER COMFORT LETTERS means a letter agreement in respect of the
management of any Alternative Borrower by the Alternative Borrower Manager made
between the Alternative Borrower Manager Parent and the Security Trustee in form
and substance reasonably satisfactory to the Security Trustee.

ALTERNATIVE BORROWER FLOATING CHARGE means the floating charge to be granted by
the Alternative Borrower to the Security Trustee which shall be in form and
substance reasonably satisfactory to the Security Trustee.

ALTERNATIVE BORROWER ADMINISTRATION AGREEMENTS means a Administration Agreements
to be entered into by the Alternative Borrower Manager, the Security Trustee and
the relevant Alternative Borrower in form and substance reasonably satisfactory
to the Security Trustee.

ALTERNATIVE BORROWER MANAGER means the manager, if any, of any Alternative
Borrower as approved by the Agent pursuant to Clause 3.3 of the Facility
Agreement (ALTERNATIVE OBLIGORS).

ALTERNATIVE BORROWER MANAGER PARENT means the parent company of any Alternative
Borrower Manager as approved by the Agent pursuant to Clause 3.3 (ALTERNATIVE
OBLIGORS) of the Facility Agreement.

ALTERNATIVE BORROWER SHARE CHARGE means a pledge or charge granted or to be
granted by the holder of the entire issued share capital of an Alternative
Borrower to the Security Trustee over all the shares of such Alternative
Borrower, which charge or pledge shall be in form and substance reasonably
satisfactory to the Security Trustee.

ALTERNATIVE BORROWER TRUSTEES means, if applicable, the legal owners of an
Alternative Borrower as approved by the Agent pursuant to Clause 3.3 of the
Facility Agreement (ALTERNATIVE OBLIGORS) and ALTERNATIVE BORROWER TRUSTEE means
any of them.

ALTERNATIVE DECLARATION OF TRUST means, if applicable, a declaration of trust to
be entered into by the relevant Alternative Borrower Trustee in relation to the
shares such Alternative Borrower Trustee owns in an Alternative Borrower, in
form and substance reasonably satisfactory to the Security Trustee.

ALTERNATIVE EXPORT LESSEE means a company, approved by the Agent, who accedes to
the Facility Agreement as an Export Lessee pursuant to Clause 3.3 of the
Facility Agreement (ALTERNATIVE OBLIGORS).

ALTERNATIVE EXPORT LESSEE SHARE CHARGE means a pledge or charge granted or to be
granted by the holder of the entire issued share capital of an Alternative
Export Lessee to the Security Trustee over all the shares of such Alternative
Export Lessee, which charge or pledge shall be in form and substance reasonably
satisfactory to the Security Trustee.

ALTERNATIVE OBLIGOR means an Alternative Borrower or an Alternative Export
Lessee.

ALTERNATIVE UTILISATION means, in relation to an Eligible Aircraft, a
Utilisation which is part of a leveraged or tax-based financing of that Eligible
Aircraft in each such case to which the Lenders and the Agent shall have given
their consent under Clause 3.4.2 of the Facility Agreement.

APPLICABLE LAW includes, without limitation all applicable (i) laws, bye-laws,
statutes, decrees, acts, codes, legislation, treaties, conventions and similar
instruments and, in respect of any of the foregoing, any instrument passed in
substitution therefor or re-enactment thereof or for the purposes of
consolidation thereof with any other instrument or instruments; (ii) final
judgments, orders, determinations or awards of any court from which there is no
right of appeal or if there is a right of

                                     Page 3
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appeal such appeal is not prosecuted within the allowable time; and (iii) rules
and regulation of any state or government or any instrumentality, agency or
sub-division thereof.

APPLICABLE RATE means, in respect of any Advance and Interest Period, the LIBOR
or EURIBOR rate, as the case may be, determined by the Agent for such Advance
and Interest Period.

ASSIGNMENT OF INSURANCES means the assignment of insurance proceeds in respect
of each Aircraft made between the relevant Lessee (as assignor) and the relevant
Export Lessee (as assignee).

AVAILABILITY PERIOD means the period from the Signing Date up to and including
31 May 2004 or such later date as the parties hereto may agree, subject to
earlier termination as provided for in the Facility Agreement.

AVIATION AUTHORITY means, in respect of an Aircraft, any Government Entity which
under the laws of the State of Registration has from time to time:

(a)   control or supervision of civil aviation in the State of Registration; and

(b)   jurisdiction over the registration, airworthiness or operation of, or
      other similar matters relating to, that Aircraft.

BANKING DAY means a day (other than a Saturday, Sunday or holiday scheduled by
law) (i) for the purposes of payments in or purchase of Dollars on which banks
are open for the transaction of domestic and foreign exchange business in
London, Paris and New York City and (ii) in relation to any payment in or
purchase of Euro, any TARGET Day.

BFE BILL OF SALE means, in respect of an Aircraft, the bill of sale executed or
to be executed by GFC in favour of the Seller in the agreed form pursuant to
which title to the Buyer Furnished Equipment is transferred from GFC to the
Seller.

BILL OF SALE means, in respect of an Aircraft, other than the LTU Aircraft , the
bill of sale executed or to be executed by the Seller in favour of the relevant
Borrower or, in the case of the Refinanced Aircraft, in favour of the relevant
Export Lessee and, except in the case of the LTU Aircraft, substantially in the
agreed form evidencing the transfer of title to that Aircraft or any
confirmation of sale if title to the Aircraft is to pass by way of physical
delivery of the Aircraft from the Seller to the relevant Borrower or the
relevant Export Lessee, as the case may be.

BORROWERS means the Cayman Borrower, the Irish Borrower and any Alternative
Borrower who accedes to the Facility Agreement as a borrower pursuant to Clause
3.3 of the Facility Agreement (ALTERNATIVE OBLIGORS) and BORROWER means any of
them.

BORROWER FLOATING CHARGE means each of the Cayman Borrower Floating Charge, the
Irish Borrower Floating Charge and any Alternative Borrower Floating Charge.

BORROWER'S LIEN means, in respect of an Aircraft, any Lien created by or through
a Borrower which is the owner of that Aircraft over that Aircraft, any Engine
or any Parts attached to that Aircraft or exercised, asserted or claimed against
that Aircraft, any Engine or any Parts attached to that Aircraft in respect of a
debt, liability or other obligation (whether financial or otherwise) of the
Borrower (other than (a) a debt, liability or other obligation imposed on the
Borrower as purchaser of that Aircraft pursuant to the Purchase Agreement and
the relevant Purchase Agreement Assignment or arising from the operation,
maintenance, insurance, repair and storage of that Aircraft, any Engine or any
Parts attached to that Aircraft by any Export Lessee, any Lessee or Sub-Lessee,
(b) any Lien over that Aircraft created pursuant to any of the Transaction
Documents or (c) any Lien over that Aircraft arising by Applicable Law where
such Lien does not arise as a result of an act or omission of the Borrower
unless such act or omission is permitted or contemplated by the Transaction
Documents or

                                     Page 4
<PAGE>

arises as a result of a breach by either (i) any GATX Obligor of its obligations
under the Transaction Documents) or (ii) any Lessee or Sub-Lessee of its
obligations under any Lease or Sub-Lease) and Borrower's Liens shall be
construed accordingly.

BORROWER SECURITY ASSIGNMENT means, in respect of an Aircraft, the security
assignment to be entered into between the relevant Borrower and the Security
Trustee relating inter alia, to the relevant Credit Sale Agreement, any Lease
Security Assignment, any Intermediate Lease Security Assignment, the Transaction
Fee Letter and the Guarantee.

BORROWER SHARE CHARGE means any or all, as the context may require, of the
Cayman Borrower Share Charge, the Irish Borrower Share Charge and each
Alternative Borrower Share Charge.

BORROWER TERMINATION EVENT has the meaning given to it in Clause 4.6.1 of the
Facility Agreement.

BRITISH CREDITS shall, in respect of an Advance, have the meaning given to that
term in the relevant Loan Supplement.

BRITISH LENDERS means together the Banks and Financial Institutions listed in
Part I of    Schedule 1 to the Facility Agreement.

BRITISH MARGIN means zero point two per cent. (0.20%) per annum.

BRITISH NATIONAL AGENT means Halifax plc, a banking institution registered in
England whose registered office is at Trinity Road, Halifax, West Yorkshire, HX1
2RG.

BROKEN FUNDING GAINS shall have the meaning given to such term in Clause 13.3.3
of the Facility Agreement.

BUSINESS DAY means a day (other than a Saturday or Sunday or holiday scheduled
by law) on which banks are open for the transaction of domestic and foreign
exchange business and otherwise for the transaction of business of the nature
required hereof or the other Transaction Documents, as appropriate, in London,
Paris, Frankfurt, San Francisco and each such other City as may be from time to
time agreed in writing by the Agent and GFC in a Loan Supplement or otherwise.

BUYER FURNISHED EQUIPMENT means, in respect of an Aircraft, the buyer furnished
equipment relating to that Aircraft supplied by GFC to the Seller prior to the
Delivery Date of such Aircraft.

CALL OPTION means the right of GFC to acquire the shares of the Irish Borrower
pursuant to the Call Option Agreement.

CALL OPTION AGREEMENT means the agreement dated 14 December 2001 between the
Trustee and GFC granting GFC a right to purchase the entire issued share capital
of the Irish Borrower after the Secured Loan Obligations have been satisfied in
full.

CAYMAN BORROWER means EFG Aircraft Limited, a company incorporated under the
laws of the Cayman Islands and having its registered office at Walkers SPV
Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman,
Cayman Islands,

CAYMAN BORROWER FLOATING CHARGE means the floating charge dated on or about the
Signing Date and granted by the Cayman Borrower in favour of the Security
Trustee substantially in the agreed form.

CAYMAN BORROWER SHARE CHARGE means the agreement so entitled dated on or about
the Signing Date and made between the Trustee and the Security Trustee and
relating to the shares of the Cayman Borrower in the agreed form.

                                     Page 5
<PAGE>

CAYMAN EXPORT LESSEE means O'Farrell Leasing Limited, a company incorporated
under the laws of the Cayman Islands and having its registered office at Walkers
SPV Limited, Walker House, Mary Street, PO Box 908GT, George Town, Grand Cayman,
Cayman Islands.

CAYMAN EXPORT LESSEE SHARE CHARGE means the agreement so entitled dated on or
about the Signing Date and made between O'Farrell Leasing (Holdings) Limited and
the Security Trustee and relating to the entire issued share capital of the
Cayman Export Lessee in the agreed form.

CERTIFIED COPY means, in relation to a document, a copy of that document bearing
the endorsement "Certified a true, complete and accurate copy of the original,
which has not been amended otherwise than by a document, a Certified Copy of
which is attached hereto", which has been signed and dated by a person duly
authorised by the relevant company and which complies with that endorsement.

CFM means CFM International, Inc.

CMF ENGINE means an engine manufactured by CFM.

CHANGE IN LAW means, in each case after the Signing Date, (i) the introduction,
abolition, withdrawal or variation of any Applicable Law, regulation, practice
or concession or official directive, ruling, request, notice, guideline,
statement of policy or practice statement by the Bank of England, the Banque de
France, the Deutsche Bundesbank, the United States Federal Reserve, the European
Union, European Central Bank or any central bank, tax, fiscal, governmental,
international, national or other competent authority or agency (whether or not
having the force of law but in respect of which compliance by banks or other
financial institutions in the relevant jurisdiction is generally considered to
be mandatory), or (ii) any change in any interpretation after the Signing Date
of any Applicable Law by any court, tribunal, governmental, revenue,
international, national, fiscal or other competent authority, or (iii) the
compliance by banks or other financial institutions with any new or different
request or direction made after the Signing Date (in each case whether or not
having the force of law but in respect of which compliance by banks or other
financial institutions in the relevant jurisdiction is generally considered to
be mandatory) from any central bank, fiscal, governmental, revenue,
international, national, monetary or other authority.

CODE means the Internal Revenue Code of the United States of America of 1986, as
amended from time to time.

COFACE means the Export Credit Agency of the French Republic, represented by
Compagnie Francaise d'Assurance pour le Commerce Exterieur.

COLLATERAL means the security granted in favour of the Security Trustee pursuant
to the Aircraft Security Documents or any of them.

COMMITMENT means, in relation to a Lender, at any time the amount described as
such set out opposite the name of such Lender in Schedule 1 to the Facility
Agreement or (as the case may be), the Schedule to the relevant Transfer
Certificate, as the same may be cancelled pursuant to the terms of the Facility
Agreement (CANCELLATION OF THE FACILITY)) and as further reduced or increased
pursuant to any Transfer Certificate less the amount of such Lender's Relevant
Proportion of any Advances made before such time.

COMMONLY CONTROLLED ENTITY means an entity, whether or not incorporated, which
is under common control with GFC within the meaning of Section 4001 of ERISA or
is part of a group which includes GFC and which is treated as a single employer
under Section 414 of the Code.

COMPULSORY ACQUISITION means, in respect of an Aircraft or an Engine,
requisition of title or other compulsory acquisition of title (but excluding
requisition for use or hire) of such Aircraft or Engine (as the case may be), by
a Government Entity.

                                     Page 6
<PAGE>

CONSENT AND AGREEMENT has the meaning given to it in the Purchase Agreement
Assignment.

CREDIT SALE AGREEMENT means, in respect of an Aircraft, a credit sale agreement
entered into between the relevant Borrower, as lessor, and any Export Lessee, as
lessee, in each case, substantially in the agreed form.

DECLARATION OF TRUST means each or both, as the context may require, of the
declarations of trust to be entered into by the Trustee on 14 December 2001 in
respect of the entire issued share capital of the Cayman Borrower or the Irish
Borrower, as the case may be.

DEFAULT INTEREST PERIOD means, in relation to an Unpaid Amount, each period (not
exceeding six months) as the Agent selects in its absolute discretion (provided
that the first five (5) such periods shall in each case be of one (1) Banking
Day), the first such period commencing on the date on which the overdue payment
was due and each subsequent period commencing on the last day of the preceding
period for so long as the relevant default continues.

DEFAULT RATE means in respect of any Unpaid Amount and any relevant period, the
rate equal to the aggregate of (i) two per cent. (2%) per annum, (ii) the
applicable ECA Premium, (iii) twenty eight (28) basis points and (iv) (if such
Unpaid Amount is due in Dollars) LIBOR or (if such Unpaid Amount is due in Euro)
EURIBOR for such period or (if such Unpaid Amount is in another currency) the
cost of funds of such unpaid Finance Party for such period in the Relevant
Interbank Market, if applicable.

DELIVERY DATE means, (a) in respect of an Aircraft (other than a Refinanced
Aircraft), the date upon which that Aircraft is delivered to the relevant
Borrower by the Seller or (b) in respect of a Refinanced Aircraft, the date upon
which that Refinanced Aircraft was delivered to the first purchaser by the
Seller, which date shall be the date of the delivery of the relevant Bill of
Sale or (c) in respect of an Aircraft subject to any interim charter
arrangements from the Seller (if any), the date of delivery of such Aircraft
under such arrangements.

DOLLARS and US$ means the lawful currency for the time being of the United
States of America.

ECA BREAKAGE COST means, in relation to any Advance, the aggregate of the
following:

(1) such amount as the National Agent of the British Credits shall certify as
being equal to the aggregate instalments of the ECA Premium payable to ECGD
which would, but for a prepayment required in accordance with the Facility
Agreement or the declaration by the Agent of a Termination Event under Clause
10.2 of the Facility Agreement (ACCELERATION RIGHTS)(as the case may be), have
fallen due in respect of such Advance after the date of such prepayment or
declaration discounted at a rate of interest which will be determined by ECGD
and communicated to the National Agent of the British Credits.

(It being understood that the repayment of the British Credits is being
guaranteed by ECGD and that ECGD has agreed that the ECA Premium payable by the
British Lenders to ECGD in respect of such guarantee may be paid in instalments
on each Repayment Date and that in the event that the British Credits or any
part thereof is prepaid in accordance with Clause 4 of the Facility Agreement
(INTEREST, REPAYMENT AND PREPAYMENT) or in respect thereof a Termination Event
is declared under Clause 10.2 of the Facility Agreement (ACCELERATION RIGHTS),
all unpaid instalments of such ECA Premium in respect of the Advance or such
part thereof so prepaid will become payable.)

(2) such amount as the National Agent to the French Credits shall certify as
being equal to the aggregate instalments of the ECA Premium which would, but for
a prepayment required in accordance with the Facility Agreement or the
declaration by the Agent of a Termination Event under Clause 10.2 of the
Facility Agreement (ACCELERATION RIGHTS)(as the case may be), have fallen due
in

                                     Page 7
<PAGE>

respect of such Advance after the date of such prepayment or declaration
discounted at a rate which will be determined by COFACE and communicated to the
National Agent of the French Credits.

(it being understood that the whole of the ECA Premium owing to COFACE is
payable up-front but that the French Lenders have agreed notwithstanding the
obligation of the French Lenders to pay the ECA Premium in full up front, to
finance the ECA Premium from the payments of interest due under Clause 4 of the
Facility Agreement (INTEREST, REPAYMENT AND PREPAYMENT) and that the rate of
interest pursuant to Clause 4 of the Facility Agreement (INTEREST, REPAYMENT AND
PREPAYMENT) has been calculated on the basis, inter alia, of the obligations of
the French Lenders to make such payment and that, in the event that the French
Credits or any part thereof is prepaid in accordance with Clause 4 of the
Facility Agreement (INTEREST, REPAYMENT AND PREPAYMENT) or in respect thereof a
Termination Event is declared under Clause 10.2 of the Facility Agreement
(ACCELERATION RIGHTS), such up-front ECA Premium is not refundable pro rata
temporis by COFACE).

(3) such amount as the National Agent to the German Credits shall certify as
being equal to the aggregate instalments of the ECA Premium which would, but for
a prepayment required in accordance with the Facility Agreement or the
declaration by the Agent of a Termination Event under Clause 10.2 of the
Facility Agreement (ACCELERATION RIGHTS)(as the case may be), have fallen due
in respect of such Advance after the date of such prepayment or deduction
discounted at a rate which will be determined by the German Government acting
through the German Parallel Lender and communicated to the National Agent of the
German Credits.

(it being understood that the repayment of the German Credits to the German
Lenders is being insured by HERMES and that the whole of the ECA Premium owing
to HERMES is payable up front but the German Lenders have agreed to finance the
ECA Premium payable to HERMES from the payments of interest due under Clause 4
of the Facility Agreement (INTEREST, REPAYMENT AND PREPAYMENT) and that the rate
of interest pursuant to Clause 4 of the Facility Agreement (INTEREST, REPAYMENT
AND PREPAYMENT) has been calculated on the basis of, inter alia, the obligations
of the German Lenders to make such payments and that, in the event that the
German Credits or any part thereof is prepaid in accordance with Clause 4 of the
Facility Agreement (INTEREST, REPAYMENT AND PREPAYMENT) or in respect thereof a
Termination Event is declared under Clause 10.2 of the Facility Agreement
(ACCELERATION RIGHTS), such up-front ECA Premium is not refundable pro rata
temporis by HERMES).

ECA PREMIUM means the fee of fifty basis points (0.5 per cent.) or such other
amount as shall be notified in writing by any of the Export Credit Agencies to
GFC prior to the relevant Advance being made and which is payable to ECGD,
COFACE or HERMES in consideration for ECGD, COFACE and HERMES guaranteeing,
insuring or otherwise covering the relevant participation of the British
Lenders, the French Lenders and the German Lenders respectively in each Advance.

ECGD means Her Britannic Majesty's Secretary of State acting by the Export
Credits Guarantee Department.

EC TREATY means the Treaty establishing the European Community (signed in Rome
on 25 March, 1957), as amended by the Treaty on European Union (signed in
Maastricht on 7 February, 1992) and as amended by the Treaty of Amsterdam
(signed in Amsterdam on 2 October 1997).

ELIGIBLE AIRCRAFT means, as the context may require, any or all of the Airbus
A319, A320 and A321 Aircraft purchased or to be purchased pursuant to the
Purchase Agreement including the Aircraft referred to in Schedule 4 to the
Facility Agreement during the period from the Signing Date to 31 May 2004.

ENGINE or ENGINES means, in respect of an Aircraft, (a) each of the engines
described in Schedule 3 to the relevant Loan Supplement, whether or not from
time to time during the term of the relevant Loan installed on the Airframe or
any other airframe (for so long as it remains property of the relevant

                                     Page 8
<PAGE>

Borrower) but which, having been removed from the Airframe, remains the property
of the relevant Borrower or (b) any other Replacement Engine substituted
therefor which becomes the property of the relevant Borrower including, if
applicable, any other Engine which may from time to time be installed upon or
attached to the Airframe and which becomes the property of the relevant Borrower
and (c) insofar as the same belong to the relevant Borrower any and all Parts of
whatever nature from time to time relating to an engine referred to in (a) and
(b) above whether or not installed on or attached to such engine and (d) insofar
as the same belong to the relevant Borrower all substitutions, replacements or
renewals from time to time made on or to any item referred to in (a),(b) and
(c).

ENGINE MANUFACTURERS means together CFM and IAE, each an " ENGINE MANUFACTURER"
and their successors and permitted assigns.

ENGINE WARRANTIES means, in respect of the Engines relating to an Aircraft, the
warranties granted by the relevant Engine Manufacturer of such Engines under the
relevant Engine Warranties Agreement.

ENGINE WARRANTIES AGREEMENT means each of:

(a)   in relation to any CFM Engine, the engines warranties agreement dated on
      or about the Signing Date between CFM, GFC, the Export Lessees and the
      Security Trustee in relation to certain Engine Warranties in relation to
      the CFM Engines; and

(b)   in relation to any IAE Engine, the engines warranties agreement to be
      entered into or, as the case may be, entered into between IAE, GFC, the
      Export Lessees and the Security Trustee in relation to certain Engine
      Warranties in relation to the IAE Engines

including, in each case, any relevant amendment, modification, letter agreements
and supplements thereto.

ENGLISH LAW MORTGAGE means, in respect of an Aircraft, the mortgage subject to
English law relating to that Aircraft to be entered into between the relevant
Borrower and the Security Trustee in a form approved by the Security Trustee
acting reasonably.

ERISA means the Employee Retirement Income Security Act of the United States of
America of 1974, as amended from time to time.

ERISA AFFILIATE means, as applied to any person, (i) any corporation which is a
member of a controlled group of corporations within the meaning of Section
414(b) of the Code of which that person is a member; (ii) any trade or
business(whether or not incorporated) which is a member of a group of trades or
businesses under common control within the meaning of Section 414(c) of the Code
of which that person is a member; and (iii) any member of an affiliated service
group within the meaning of Section 414(m) or 414(o) of the Code of which that
person, any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member. Any former ERISA Affiliate of GFC or
any of its Subsidiaries shall continue to be considered an ERISA Affiliate of
GFC and its Subsidiaries within the meaning of this definition with respect to
the liabilities arising after such period for which GFC or such Subsidiary could
be liable under the Code or ERISA..

EURIBOR means, in relation to any amount denominated in Euro and for any period:

(a)   the rate per annum which appears on page 248 (or any replacement for that
      page) on the Telerate Screen (or such other service as may replace it for
      the purpose of displaying European Inter-bank offered rates of leading
      reference banks for deposits in Euros); or

(b)   if, pursuant to (a) above, no such quotation is then available on the
      Telerate Screen, the percentage rate per annum equal to the offered
      quotation which appears on the relevant page of the Reuters screen (being
      currently page EURIBOR01) for such period at or about 11.00

                                     Page 9
<PAGE>

      am (Brussels time) on the Quotation Date for such period or, if such page
      shall cease to be available, such other page as the Agent, after agreement
      with the National Agents and GFC, shall select; or

(c)   if no such rate appears on the Telerate Screen or Reuters Screen (or such
      other service as the case may be), the arithmetic mean (rounded upward to
      4 decimal places) of the rates, as supplied to the Agent at its request,
      quoted by the Reference Banks to leading banks in the Inter-bank market;

at or about 11.00 a.m (Brussels time) (in the case of (a) above) or 10.00 am
London time (in the case of (b) above) on the Quotation Date for the offering of
deposits in Euros for the same period as the relevant period (or, if the periods
are not the same, such period, if any, as the Agent reasonably determines to be
substantially the same);

EUROS AND (EURO) means the lawful currency for the time of the member states of
the European Union that adopt the single currency in accordance with the EC
Treaty.

EXISTING AIRCRAFT shall have the meaning given to such term in Clause 4.7 of the
Facility Agreement (SUBSTITUTION OF AIRCRAFT).

EXPENSES means any fees, out-of-pocket costs and expenses (including, without
limitation, the fees, out-of-pocket costs and expenses of any legal counsel)
which may be reasonably and properly incurred by any of the Finance Parties or
the Export Credit Agencies in connection with the negotiation, preparation,
execution of the Transaction Documents and delivery of the Aircraft (subject to
any cap agreed in writing in respect of legal counsel to the Finance Parties) or
in connection with any amendment requested by any Borrower with the agreement of
GFC, any change of Export Lessee, the accession of any Alternative Obligor in
accordance with Clause 3.3 of the Facility Agreement, an Alternative
Utilisation, any change of ownership or leasing structure, the accession of a
new Guarantor, enforcement, attempted enforcement or appropriate preservation of
their respective rights and duties hereunder or thereunder (including fees,
costs and expenses of legal counsel incurred or sustained in connection with the
enforcement or attempted enforcement of any indemnity contained herein or
therein) together with in each case, Value Added Tax thereon.

EXPORT CREDIT AGENCIES means together COFACE, ECGD and HERMES and EXPORT CREDIT
Agency means any of them.

EXPORT LESSEE TRANSFER CERTIFICATE means the certificate entitled as such in a
form to be agreed and appended to each Credit Sale Agreement.

EXPORT LESSEE SHARE CHARGE means any or all, as the context may require; of the
Cayman Export Lessee Share Charge, the Irish Export Lessee Share Charge and each
Alternative Export Lessee Share Charge (if any).

EXPORT LESSEES means the Cayman Export Lessee, the Irish Export Lessee, and any
Alternative Export Lessee which accedes to the Facility Agreement pursuant to
Clause 3.3 of the Facility Agreement (ALTERNATIVE OBLIGORS) and EXPORT LESSEE
means any of them.

FAA mean the Federal Aviation Administration (or its successor) of the United
States of America.

FACILITY means the term loan facility made available by the Lenders to the
Borrowers pursuant to the Facility Agreement.

FACILITY AMOUNT shall have the meaning given to that term in Clause 2.1 of the
Facility Agreement (FACILITY).

                                    Page 10
<PAGE>

FACILITY AGREEMENT means the aircraft facility agreement dated the Signing Date
between (1) the Lenders, (2) Halifax pic, Credit Lyonnais and Bayerische
Landesbank Girozentrale (as National Agents), (3) the German Parallel Lender,
(4) the Agent (5) the Security Trustee, (6) the Cayman Borrower, (7) the Irish
Borrower, (8) the Cayman Export Lessee (9) the Irish Export Lessee, (11) GFC and
(12) the Joint Arrangers.

Fees Letter means the letters dated on or about the Signing Date between GFC,
the Joint Arrangers, and the Agent specifying the fees payable pursuant to the
Facility Agreement.

FINAL DISPOSITION means, in relation to an Aircraft and following a Termination
Event:

(a)   the sale by the relevant Borrower or by the Security Trustee as mortgagee
      against immediate payment in cash or for other consideration, whether
      through an agent on its behalf or otherwise, of all its right, title and
      interest in and to such Aircraft (including, without limitation, a sale to
      the relevant Lessee, GFC and/or to any other person other than to a
      Borrower or a person who becomes a Borrower in accordance with the
      Facility Agreement and whether pursuant to the terms of the relevant Lease
      or otherwise howsoever); or

(b)   completion by delivery of such Aircraft to the purchaser or lessee (as the
      case may be), of a sale, lease or other disposition by or on behalf of the
      relevant Borrower or by the Security Trustee as mortgagee, pursuant to a
      conditional sale, hire purchase, full pay-out finance lease or other
      arrangement providing for the payment in full of the purchase price of
      such Aircraft over an agreed period of time and involving the retention by
      or on behalf of the relevant Borrower or the Security Trustee as mortgagee
      of title to, or a security or similar interest in, such Aircraft.

FINAL DISPOSITION PROCEEDS means, in relation to an Aircraft, the aggregate
amount of:

(a)   all consideration (whether cash or otherwise) received and retained by or
      on behalf of the relevant Borrower or the Security Trustee as mortgagee
      upon or as a result of the Final Disposition of such Aircraft;

(b)   any cash (including any non-refundable deposits) received and retained as
      a result of the sale or proposed sale by the relevant Borrower or the
      Security Trustee as mortgagee of its right, title and interest in and to
      any agreement for the Final Disposition of such Aircraft in a manner
      contemplated by paragraph (b) of the definition of Final Disposition or
      any non-cash consideration received by either of them as a result of the
      Final Disposition of such Aircraft or, in the case where the Final
      Disposition provides for the payment in full of the purchase price of such
      Aircraft over an agreed period of time, all cash receipts in respect of
      such Final Disposition (as the case may be).

FINAL REPAYMENT DATE has the meaning given to that term in Clause 3.6.2 (c).

FINANCE PARTIES means the Lenders, the Representatives and the Joint Arrangers
and FINANCE PARTY means any of them.

FINANCE PARTY LIEN means any Lien on any Airframe, any Engine or any Part
arising solely as a result of:

(a) claims against any Finance Party (including, in the case of the Security
Trustee, such Person in its individual capacity or in its capacity as Security
Trustee) that are not related to the transactions contemplated by the
Transaction Documents,

                                    Page 11
<PAGE>

(b) any act or omission of any Finance Party (including, in the case of the
Security Trustee, such Person in its individual capacity or in its capacity as
Security Trustee) which is not related to the transactions contemplated by the
Transaction Documents, or

(c) Taxes (including claims therefor) or other Losses imposed on any Finance
Party (including, in the case of the Security Trustee, such Person in its
individual capacity or in its capacity as Security Trustee) for which an Obligor
is not obligated to indemnify pursuant to any Transaction Document.

FINANCIAL INDEBTEDNESS means any indebtedness in respect of:

(a)   moneys borrowed at banks and other financial institutions;

(b)   any debenture, bond, note, loan stock or other security;

(c)   any acceptance credit;

(d)   receivables sold or discounted (otherwise than on a non-recourse basis);

(e)   the acquisition cost of any asset to the extent payable before or after
      the time of acquisition or possession by the party liable where the
      advance or deferred payment is arranged primarily as a method of raising
      finance or financing the acquisition of that asset;

(f)   any lease entered into primarily as a method of raising finance or
      financing the acquisition of the asset leased;

(g)   any currency swap or interest swap, cap or collar arrangements or any
      other derivative instrument;

(h)   any amount raised under any other transaction having the commercial
      effect of a borrowing or raising of money; or

(i)   any guarantee, indemnity or similar assurance against financial loss of
      any person in respect of any indebtedness specified in (a)-(h) above.

FRENCH CREDITS shall, in respect of an Advance, have the meaning given to that
term in the relevant Loan Supplement.

FRENCH LENDERS MEANS TOGETHER THE BANKS AND FINANCIAL INSTITUTIONS listed in
Part II of Schedule 1 to the Facility Agreement.

FRENCH MARGIN means zero point two eight per cent. (0.28%) per annum.

FRENCH NATIONAL AGENT means Credit Lyonnais a banking institution established
under the laws of France acting through its main office at 1-3 rue des Italiens,
75009 Paris, France.

GATX GROUP means GFC and its Subsidiaries from time to time.

GATX GROUP COMPANY means any member of the GATX Group.

GATX OBLIGOR means any Export Lessee, and GATX OBLIGORS means all of them.

GERMAN CREDITS shall, in respect of an Advance, have the meaning given to that
term in the relevant Loan Supplement.

GERMAN LENDERS means together the Banks and Financial Institutions listed in
Part III of Schedule 1 to the Facility Agreement.

                                    Page 12
<PAGE>

GERMAN MARGIN means zero point two eight per cent. (0.28%) per annum.

GERMAN NATIONAL AGENT means Bayerische Landesbank Girozentrale a banking
institution established under the laws of Germany and whose principal place of
business is at Brienner Strasse 18, D-80333, Munich, Geimany.

GERMAN PARALLEL LENDER means Kreditanstalt Fur Wiederaufbau, a public
corporation established under the laws of Germany and having its principal place
of business at Palmengartenstrasse 5-9, 60325 Frankfurt am Main.

GFC means GATX Financial Corporation, a corporation incorporated under the laws
of the State of Delaware, United States of America and having an office at Four
Embarcadero Center, Suite 2200, San Francisco, California 94111, United States
of America.

GOVERNMENT ENTITY means (i) any national, state or local government or (ii) any
board, commission, department, division, courts or agency or political
sub-division thereof, howsoever constituted.

GUARANTEE means the guarantee dated the Signing Date between the Guarantors and
the Borrowers pursuant to which the Guarantors guarantee the performance of the
Guaranteed Obligations (as such term is defined therein) of the Export Lessees.

GUARANTORS means GFC and such other person or persons who shall from time to
time have acceded to the Guarantee as a "Guarantor" or "Guarantors" (as the case
may be) in accordance with the terms and conditions of the Transaction
Documents.

HEAD LESSOR TRANSFER CERTIFICATE means the certificate entitled as such in a
form to be agreed and appended to each Credit Sale Agreement.

HERMES means the Export Credit Agency of Germany, represented by Hermes
Kreditversicherungsaktiengesellschaft.

HOME COUNTRIES means the United Kingdom, the French Republic and Germany and
HOME COUNTRY shall mean anyone of them.

HOME COUNTRY AIRCRAFT means an Aircraft which is leased to an Operator Lessee
incorporated in a Home Country.

HOME COUNTRY NOTICE has the meaning given to it in Clause 7.2.4(a) of the
Facility Agreement.

IAE means IAE International Aero Engines A.G.

IAE ENGINE means an engine manufactured by IAE.

INDEMNITEE means each of the Agent, the Joint Arrangers, the Security Trustee
and each Lender together with their respective officers and employees.

INSURANCE UNDERTAKING shall have the meaning given to that term in Part 4 of
Schedule 5 to the Facility Agreement.

INSURANCES means, in relation to an Aircraft, any and all contracts or policies
of insurance taken out in respect of such Aircraft (or an indemnity from a
Government Entity if the consent thereto from the Export Credit Agencies in
accordance with the terms hereof has been obtained) and required to be effected
and maintained in accordance with the Facility Agreement.

                                    Page 13
<PAGE>

INTERMEDIATE LEASE means in respect of an Aircraft financed under a structure
where an Export Lessee leases the Aircraft to another Export Lessee a subject
and subordinate, lease agreement entered into between those Export Lessees as
lessor and lessee in the agreed form.

INTEREST PERIOD means, in respect of a Loan, each period commencing from (and
including) the Utilisation Date of the relevant Aircraft or (as the case may be)
a Repayment Date to (but excluding) the next succeeding Repayment Date.

INTERMEDIATE LEASE SECURITY ASSIGNMENT means, in respect of an Aircraft financed
under a structure involving an Intermediate Lease, the security assignment
relating to the relevant Intermediate Lease to be entered into between the
relevant Export Lessee and the Security Trustee, in each case substantially in
the agreed form.

INTRA GROUP FINANCING ARRANGEMENTS means (a) any agreement creating Financial
Indebtedness between an Intra-Group Counterparty as lender and an Export Lessee
as borrower in relation to an Aircraft, (b) any agreement creating Financial
Indebtedness between an Export Lessee as borrower and a Intra-Group Counterparty
as lender, (c) any put and/or call arrangement between an Intra-Group
Counterparty and an Export Lessee whereunder (subject always to the requirements
of the Transaction Documents) such Export Lessee has the right to transfer to
Intra-Group Counterparty, and/or an Intra-Group Counterparty has the right to
have transferred to it by such Export Lessee, all or some of such Export
Lessee's rights and obligations under the Transaction Documents with respect to
an Aircraft.

INTRA-GROUP COUNTERPARTY means any Export Lessee or any affiliate of any Export
Lessee or Guarantor.

IRISH BORROWER means EFG Aircraft (Ireland) Limited, a company incorporated
under the laws of Ireland and having its registered office at West Block
Building, International Financial Services Centre, Dublin 1, Ireland.

IRISH BORROWER FLOATING CHARGE means the floating charge to be granted by the
Irish Borrower in favour of the Security Trustee substantially in the agreed
form.

IRISH BORROWER SHARE CHARGE means the agreement so entitled dated on or about
the Signing Date and made between the Trustee and the Security Trustee and
relating to the shares of the Irish Borrower in the agreed form.

IRISH EXPORT LESSEE means O'Farrell Leasing (Ireland) Limited, a company
incorporated under the laws of Ireland and having its registered office at 30
Herbert Street, Dublin 2, Ireland.

IRISH EXPORT LESSEE SHARE CHARGE means the agreement so entitled dated on or
about the Signing Date and made between GATX Third Aircraft Corporation and the
Security Trustee and relating to the entire issued share capital of the Irish
Export Lessee in the agreed form.

JOINT ARRANGERS means together Credit Lyonnais, a banking institution
established under the laws of France acting through its main office at 1-3 rue
des Italiens, 75009 Paris, France and Halifax plc, a banking institution
registered in England with company registration number 2367076 whose registered
office is at Trinity Road, Halifax, West Yorkshire, HX1 2RG.

LEASE means, in respect of an Aircraft, any lease agreement relating to that
Aircraft entered or to be entered into (including by novation or assignment)
between an Export Lessee as lessor and the relevant Lessee as lessee.

LEASE SECURITY ASSIGNMENT means, in respect of an Aircraft, the security
assignment relating to the Lease to be entered into between an Export Lessee and
the relevant Borrower substantially in the agreed form.

                                    Page 14
<PAGE>

LENDING OFFICE means, in relation to a Lender, its branch or office at the
address specified against its name in Schedule 1 to the Facility Agreement or
specified in the Transfer Certificate whereby such Lender becomes a party hereto
or such other branch or office determined in accordance with the provisions of
the Facility Agreement.

LENDERS means together the British Lenders, the French Lenders and the German
Lenders and severally a LENDER.

LESSEE means, in respect of an Aircraft and at any time, an Export Lessee's
airline customer who is the lessee of that Aircraft pursuant to a Lease.

LESSEE SECURITY means, in respect of an Aircraft, (i) any security deposit which
has been paid or which is payable in cash by the Lessee pursuant to the relevant
Lease and/or (ii) any letter of credit which any Lessee has procured the issue
of in lieu of such security deposit and which has not been applied by the
relevant Export Lessee or returned to the Lessee, in each case, in accordance
with the terms of the relevant Lease.

LIBOR means in relation to any amount denominated in any currency (other than
Euros) and for any period the offered rate (if any) for deposits in such
currency for such amount and for such period which is:

(a)   determined by the Agent to be the rate, for such amount and for such
      period, appearing on page 3750 for such currency on the Telerate screen at
      or about 11:00 a.m. (London time) on the Quotation Date relating to such
      period; or

(b)   if the relevant page is not displayed on the Telerate screen or the
      Telerate screen is not operating at the relevant time or if no such
      offered rate appears on the Telerate screen, the arithmetic mean (rounded
      to the nearest four-decimal places) of all rates, for such currency on
      the Reuters screen LIBOR page at or about 11:00 a.m. (London time) on the
      Quotation Date relating to such period; or

(c)   if the LIBOR page is not displayed on the Reuters screen or the Reuters
      screen is not operating at the relevant time or if no such offered rate
      appears on the Reuters screen LIBOR page, the arithmetic mean (rounded to
      the nearest four decimal places) determined by the Agent to be that of the
      rates at which deposits in the relevant currency and in an amount
      comparable with the amount in relation to which LIBOR is to be determined
      and for a period equal to the relevant period were being offered by the
      Reference Banks to the British National Agent and/or the French National
      Agent and/or the German National Agent in the London Interbank Market at
      or about 11:00 a.m. (London time) on the Quotation Date.

LIEN means, in relation to an Aircraft, any encumbrance or security interest
whatsoever, howsoever created or arising including any right of ownership,
security, mortgage, pledge, assignment by way of security, charge, lease, lien,
statutory right in rem, hypothecation, title retention arrangement, attachment,
levy, claim, right of detention or security interest whatsoever, howsoever
created or arising or any right or arrangement having a similar effect to any of
the above.

LOAN means, in respect of an Advance, the aggregate principal amount of the
British Credits, the French Credits and the German Credits owing to the Lenders
in respect of such Advance from time to time.

LOAN SUPPLEMENT means, in respect of an Aircraft, the loan supplement relating
to that Aircraft to be entered into between the relevant Borrower and the Agent
(for itself and as agent for the Security Trustee and the Lenders) substantially
in the form set out in Schedule 8 to the Facility Agreement.

LOAN TERMINATION NOTICE has the meaning ascribed to it in Clause 10,2(b) of the
Facility Agreement.

                                    Page 15
<PAGE>

LONDON BANKING DAY means a day when banks are open for the transaction of
domestic and foreign exchange business in London.

LOSSES means any losses, demands, liabilities, obligations, claims, actions,
proceedings, penalties, fines, damages, adverse judgments, orders or other
sanctions (in each case exclusive of loss of profit or income) and Loss shall be
construed accordingly.

LTU AIRCRAFT means the aircraft comprising Airbus A321-200 airframe having
manufacturer's serial number 1629 together with the relevant Engines (whether or
not the relevant Engines may from time to time be installed on such airframe)
together with the relevant Technical Records.

MAINTENANCE RESERVES means, in respect of an Aircraft, the maintenance reserves
or any letter(s) of credit or other security in respect thereof, if any, which
have been paid and/or issued and which are payable and/or to be issued from time
to time by the Lessee pursuant to the relevant Lease.

MAJORITY LENDERS means (i) in relation to any decision, discretion, action or
inaction under any of the Transaction Documents in respect of which any National
Agent either must follow the instructions of the relevant Export Credit Agency
under the relevant Support Agreement or, in its good faith opinion, believes the
consent of the relevant Export Credit Agency to be necessary, the relevant
National Agent(s) and (ii) in relation to any other decision, discretion, action
or inaction under any of the Transaction Documents that is provided to be made
by the Majority Lenders, the Lenders the aggregate of whose Relevant Proportions
of Advances already made and which remain outstanding at the relevant time, is
equal to or exceeds sixty-six and two thirds per cent. (66 2/3%) of the
aggregate of the Advances.

MANAGER means, in respect of the Cayman Borrower, Walkers SPV Limited, in its
capacity as manager of the Cayman Borrower, and in respect of the Irish
Borrower, AIB International Financial Services Limited, in its capacity as
manager of the Irish Borrower.

MANUFACTURER means Airbus Industrie G.I.E. currently of 1 Rond Point Maurice
Bellonte, Blagnac 31707, France together with its successors and assigns.

MARGIN means, for any Interest Period, (i) for the purposes of the British
Credits, the British Margin, (ii) for the purposes of the French Credits, the
French Margin and (iii) for the purposes of the German Credits, the German
Margin.

MATERIAL ADVERSE EFFECT means a material adverse effect on (a) the validity of
any of the obligations of any Obligor under the Facility Agreement or any of the
other Transaction Documents to which it is a party or (b) the ability of any of
the Obligors to comply with its obligations under the Facility Agreement or any
of the other Transaction Documents to which it is a party.

MINIMUM LEASE PROVISIONS shall have the meaning given to that term in Part 1 of
Schedule 5 to the Facility Agreement.

MODEL LEASE AGREEMENT has the meaning given to it in paragraph (g)(i) of Part 1
of Schedule 5 to the Facility Agreement.

MORTGAGE means, in respect of an Aircraft, the first priority mortgage relating
to that Aircraft to be entered into between the relevant Borrower and the
Security Trustee in a form approved by the Security Trustee acting reasonably.

NATIONAL AGENTS means the British National Agent, the French National Agent and
the German National Agent.

                                    Page 16
<PAGE>

NET WORTH means, at any date, total shareholders' equity of the GATX Group on a
consolidated basis as set out in the most recent quarterly reporting form
currently known as "10Q" filed with the United States Securities and Exchange
Commission and/or annual audited consolidated financial statements of the GATX
Group, each delivered pursuant to Clause 7.4 of the Facility Agreement.

NO. 1 AIRCRAFT means the Aircraft comprising the Airbus A319-100 airframe having
manufacturers serial number 1612 together with the relevant Engines (whether or
not any of the relevant Engines may from time to time be installed on such
airframe) together with the relevant Technical Records.

OBLIGORS means each Borrower, each Export Lessee, GFC and the Guarantor and
OBLIGOR means any of them.

OFF-LEASE AIRCRAFT means, at any time, any Aircraft which is at such time not
being leased pursuant to a Lease.

OPERATIONAL UNDERTAKINGS shall have the meaning given to that term in Part 2 of
Schedule 5 to the Facility Agreement.

OPERATOR LESSEE shall have the meaning given thereto in Clause 7.2.2 of the
Facility Agreement.

PART means, in relation to an Aircraft, each module, appliance, part, accessory,
instrument, furnishing and other item of equipment of whatsoever nature
(including the Buyer Furnished Equipment), other than a complete Engine or
engine, which at any time of determination is incorporated or installed in or
attached to the relevant Airframe or any relevant Engine, in each case title to
which is vested in the relevant Borrower or having been removed therefrom, title
to which remains vested in the relevant Borrower.

PARTY shall mean any party hereof or any party that accedes to this agreement or
deed in accordance with the terms hereof.

PURCHASE AGREEMENT ASSIGNMENT means, in relation to an Aircraft, the Purchase
Agreement Assignment to be entered into (subject to the consent of the Seller)
between GFC and the relevant Borrower in the agreed form in respect of the right
to take title to that Aircraft under the relevant Purchase Agreement.

PENSION PLAN means at a particular time, any employee benefit plan which is
covered by ERISA and in respect of which GFC or a Commonly Controlled Entity is
(or, if such plan were terminated at such time, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

PERMITTED LEASE means a Lease which:

(i)   is made with a Permitted Lessee; and

(ii)  complies with the Minimum Lease Provisions and imposes on the relevant
      Permitted Lessee the Operational Undertakings, the Replacement of Parts,
      Alterations, Modifications and Additions Undertakings and the Insurance
      Undertakings as a minimum requirement.

PERMITTED LESSEE means

(i)   any person holding all relevant certificates and consents for the
      operation of the relevant Aircraft whose habitual base of operation is not
      located in a Prohibited Country; and

(ii)  any other person or operator approved in writing by the Agent (acting on
      the instructions of the National Agents).

                                    Page 17
<PAGE>

PERMITTED LIENS means, in relation to an Aircraft:

(a)   any Lien affecting that Aircraft for Taxes or other governmental or
      statutory charges or levies not yet assessed or, if assessed, not yet due
      and payable or, if due and payable, which the relevant Borrower, the
      relevant Export Lessee or the relevant Lessee or the relevant Sub-Lessee
      (if any) is disputing or contesting in good faith by appropriate
      proceedings (and when required in order to pursue such proceedings, an
      adequate bond has been provided) so long as such proceedings, or the
      continued existence of such Lien, do not at that time, in the reasonable
      opinion of the Agent, involve the likelihood of the sale, forfeiture or
      loss of the Aircraft or any relevant Engine or Part;

(b)   any Lien affecting the Aircraft for the fees or charges of any airport or
      air navigation authority arising in the ordinary course of business by
      statute or by operation of law, in each case for amounts the payment of
      which either is not yet due and payable or, if due and payable, is being
      disputed or contested in good faith by appropriate proceedings (and when
      required in order to pursue such proceedings, an adequate bond has been
      provided) so long as such proceedings, or the continued existence of such
      Lien, do not at that time, in the reasonable opinion of the Agent, involve
      the likelihood of the sale, forfeiture or loss of the Airframe or, any
      relevant Engine or Part;

(c)   any Lien affecting that Aircraft for the fees or charges of any supplier,
      mechanic, workman, repairer, employee or like lien arising in the ordinary
      course of business by contract or by statute or by operation of law, in
      each case for amounts (i) the payment of which is not yet due and payable,
      or (ii) which are not overdue for payment having regard to the custom of
      the relevant trade, in circumstances where no enforcement action against
      the Aircraft has yet been taken by the relevant lienholder or (iii) if due
      and payable is being disputed or contested in good faith with the relevant
      lienholder by appropriate proceedings (and when required in order to
      pursue such proceedings, an adequate bond has been provided) so long as
      such proceedings, or the continued existence of such Lien, do not at that
      time, in the reasonable opinion of the Agent, involve the likelihood of
      the sale, forfeiture or loss of the Airframe or, any relevant Engine or
      Part;

(d)   any Lien affecting that Aircraft (other than a Lien for Taxes) arising out
      of judgments or awards against the relevant Borrower or the Export Lessee
      or the relevant Lessee or the relevant Sub-Lessee (if any) with respect to
      which at the time the period for an appeal has not expired or an appeal is
      being presented in good faith and with respect to which within forty (40)
      days thereafter there shall have been secured a stay of execution pending
      such appeal (and when required in order to pursue such proceedings, an
      adequate bond has been provided) so long as such judgment or award, or the
      continued existence of such Lien, does not at that time, in the reasonable
      opinion of the Agent, involve the likelihood of the sale, forfeiture or
      loss of the Airframe, any relevant Engine or Part;

(e)   any Lien created pursuant to any of the Transaction Documents for the
      relevant Aircraft;

(f)   any Finance Party Lien; and

(g)   any other Lien created with the prior written consent of the Security
      Trustee.

PROCEEDS means, in relation to an Aircraft or the Loan made in respect of such
Aircraft:

(a)   any and all amounts received or recovered under the Facility Agreement
      (other than (i) prior to the occurrence of a Termination Event, scheduled
      payments of principal and interest or (ii) any amounts received by
      application of Clause 12 of the Facility Agreement);

(b)   any Final Disposition Proceeds;

                                    Page 18
<PAGE>

(c)   any and all other proceeds of enforcement of the Aircraft Security
      Documents relating to such Aircraft;

(d)   any Total Loss Proceeds;

(e)   any Requisition Proceeds;

(f)   any and all amounts received or recovered from the Guarantors upon
      enforcement of the Guarantee;

(g)   any and all amounts received or recovered under any Lease after a Trigger
      Event Notice has been received by the relevant Lessee and remains in
      effect; and

(h)   any and all other amounts received by the Agent, the Security Trustee or
      any Lender from any of the Obligors (whether directly or through a
      Borrower) pursuant to the provisions of the Transaction Documents.

PROCEEDS ACCOUNTS means, each of the Dollar account and the Euro account of the
Security Trustee with Credit Lyonnais designated by the Security Trustee to
which any Proceeds will be credited or such other account as the Security
Trustee may designate from time to time by notice to the other parties hereto.

PROHIBITED COUNTRY means, in relation to an Aircraft, any state, country or
jurisdiction which is subject from time to time to any United Sanctions Order,
US Export Controls, the United Kingdom Export of Goods (Control) Order 1992, the
Dual-Use and Related Goods (Export Control) (Amendment) Regulations 1997
pursuant to European Communities Act 1972 or any statutory modification or
re-enactment thereof or successor or similar or corresponding legislation than
in effect in the United Kingdom, the French Republic or Germany, the effect of
which unless GFC or its applicable Subsidiary has obtained any applicable
consents or licences, prohibits GFC or such applicable Subsidiary from exporting
to and/or consigning for use of the relevant Aircraft in such country.

PURCHASER BILL OF SALE means, in respect of a Refinanced Aircraft, the warranty
bill of sale executed or to be executed by the owner of such Refinanced Aircraft
in favour of the Borrower in a form reasonably acceptable to the Agent
evidencing the transfer of title to that Refinanced Aircraft from such owner to
such Borrower.

QUIET ENJOYMENT LEASE means a Lease which is a Permitted Lease and either:

(i)   is entered into at a time when no Termination Event and no Trigger Event
      has occurred and is continuing; or

(ii)  requires the payment of rent in Dollars or Euros from time to time in such
      amounts and on dates which are either:

      (a)   sufficient (assuming no change in prevailing interest rates from the
            date on which the determination of such sufficiency is made) to
            enable the relevant Borrower to pay to the Agent on each Repayment
            Date an amount equal to not less than seventy five per cent. (75%)
            of the relevant Repayment Instalment payable on each Repayment Date
            in respect of the Advance for the relevant Aircraft; or

      (b)   reflective of rents generally available in the operating lease
            market for new leases of the same type and age of aircraft as the
            relevant Aircraft for the same or a similar term and to operators of
            the same or a similar standing to the Lessee PROVIDED THAT, in the
            case of a Permitted Lease meeting the requirements of (b) but not
            the requirements of

                                    Page 19
<PAGE>

            (a), the term of such Permitted Lease, during which the requirements
            of (a) above are not satisfied, shall not be more than 24 months.

QUIET ENJOYMENT UNDERTAKING means, in respect of a Quiet Enjoyment Lease, a
quiet enjoyment undertaking from the Security Trustee and the relevant Borrower
to the Lessee and/or the Export Lessee in the agreed form or in such other form
as the Security Trustee may agree from time to time, acting reasonably.

QUOTATION DATE means, in relation to any period for which an interest rate is to
be determined:

(a)   (if the currency is Euro) two TARGET Days before the first day of the that
      period; or

(b)   (if the currency is Dollars) two London Banking Days before the first day
      of that period,

unless market practice differs in the Relevant Interbank Market for a currency,
in which case the Quotation Day for that currency will be determined by the
Agent in accordance with market practice in the Relevant Interbank Market (and
if quotations would normally be given by leading banks in the Relevant Interbank
Market on more than one day, the Quotation Day will be the last of those days).

RECEIVER means any receiver or receiver and manager appointed after a
Termination Event which is continuing by the Agent, the Security Trustee or the
Majority Lenders pursuant to any Aircraft Security Document.

REFERENCE BANKS means Credit Lyonnais, Halifax pic and Citibank, N.A.

REFERENCE DATE means the 16th day of each month.

REFINANCED AIRCRAFT means together the LTU Aircraft and the No.1 Aircraft.

RELEVANT EVENT means any event which with any one or more of the lapse of time,
the giving of notice, or the making of a determination, would become a
Termination Event.

RELEVANT INTERBANK MARKET means the London interbank market or, if the
applicable currency is not available in such market, the European interbank
market.

RELEVANT PROPORTION means, with respect to any Lender and a Loan, at any time,
the proportion which such Lenders share of the British Credits, the French
Credits or the German Credits (as the case may be) bears to the total amount of
the Loan at such time.

RELEVANT RATE means, in relation to any Advance, the aggregate of (a) the Ask
rate for 12 year US Dollar or Euros (as the case may be) interest rate swaps as
shown in the Financial Times five (5) Banking Days prior to the proposed date of
drawdown of Advance and (b) seventy eight (78) basis points or, if such Ask rate
is not available, such other rate as the Parties may agree from time to time.

RENTALS means, in respect of an Aircraft, the rentals payable by the Lessee to
the relevant Export Lessee pursuant to a Lease.

REPAYMENT DATE means, in relation to an Advance, each Reference Date as set
forth in Column 1 of Schedule 2 to the relevant Loan Supplement PROVIDED always
that if any Repayment Date would otherwise fall on a day which is not a Banking
Day, such Repayment Date shall be deemed to fall on the next succeeding Banking
Day unless such Repayment Date falls in the next succeeding calendar month, in
which case it shall fall on the immediately preceding Banking Day.

REPAYMENT INSTALMENT means, in relation to a Loan, with respect to each
Repayment Date, the principal amount due and payable on such Repayment Date, as
determined in accordance with

                                    Page 20
<PAGE>

Clause 4.2 of the Facility Agreement (REPAYMENT OF PRINCIPAL) together with
interest thereon payable pursuant to Clause 4.1 of the Facility Agreement
(PAYMENT OF INTEREST) all as set out in schedule 2 to the relevant Loan
Supplement,

REPLACEMENT ENGINE means an engine of an Engine Manufacturer, of the same or an
improved model and suitable for use on the relevant Airframe and having a
utility and value at least equal to the Engine in respect of which a Total Loss
or transfer of title has occurred.

REPLACEMENT OF PARTS, ALTERATIONS, MODIFICATIONS and ADDITIONS UNDERTAKING shall
have the meaning given to that term in Part 3 of Schedule 5 to the Facility
Agreement.

REPORTABLE EVENT means any of the events set forth in Section 4043(c) of ERISA,
other than those events as to which the thirty day notice period is waived under
subsection 23, 24, 26, 28 or 30 of PBGC Reg. Section 4043.

REPRESENTATIVES means together the Agent, the Security Trustee and the National
Agents.

REQUIRED INSURANCE VALUE means, in relation to an Aircraft and at any time of
determination 115% of the principal amount outstanding at such time in respect
of the Loan relating to such Aircraft.

REQUISITION PROCEEDS means, in relation to an Aircraft, any monies and/or other
compensation received directly by the relevant Borrower, the relevant Export
Lessee and/or the Security Trustee in its capacity as mortgagee in respect of
the Compulsory Acquisition of such Aircraft.

SCHEDULED DELIVERY DATE means, in respect of an Aircraft, the date nominated in
the relevant Utilisation Notice for the delivery of that Aircraft from the
Seller to the relevant Borrower.

SCHEDULED DELIVERY MONTH means, in respect of any Aircraft, the month in which
that Aircraft is scheduled to be delivered as set out in Schedule 4 to the
Facility Agreement as the same may be varied by any notice delivered by the
relevant Borrower to the Agent under Clause 2.2.2 of the Facility Agreement
(AVAILABILITY PERIOD).

SECURED OBLIGATIONS means 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 expressed to be due, owing,
payable or incurred from or by any Obligor to any Secured Party under or in
connection with any of the Transaction Documents and references to Secured
Obligations includes references to any part thereof.

SECURED LOAN OBLIGATIONS means the Secured Obligations excluding the
Subordinated Secured Obligations.

SECURED PARTIES means together, the Finance Parties and the Export Lessees and
SECURED PARTY means any of them.

SECURITY PERIOD means the period commencing on the Signing Date and ending on
the date upon which the Secured Loan Obligations shall have been satisfied in
full.

SECURITY TRUSTEE means Credit Lyonnais a banking institution established under
the laws of France acting through its main office at 1-3 rue des Italiens, 75009
Paris, France.

                                    Page 21
<PAGE>

SELLER means AVSA S.A.R.L., a French societe a responsabilite limitee, duly
organised and existing under the laws of the Republic of France and currently
having its registered office at 2 Rond Point Maurice-Bellonte 31700 Blagnac,
France together with its successors and assigns.

SHARE CHARGES means together each of the Borrower Share Charges each of the
Export Lessee Share Charges.

SIGNING DATE means 20 December 2001

STANDARD means, in relation to any particular issue or matter, the standard
which a reputable international operating lessor would apply in the applicable
circumstances having regard, where relevant, to:

(i)   the credit standing of the relevant Lessee or proposed Lessee;

(ii)  the economic terms of the relevant Lease;

(iii) the negotiating position of the relevant Lessee or proposed Lessee and GFC
      in its capacity as an operating lessor; and

(iv)  the interests and particular concerns of the Export Credit Agencies.

STATE OF REGISTRATION means, in relation to an Aircraft, any state or territory
in which that Aircraft is registered from time to time pursuant to a Lease,
Sub-Lease or pursuant to the Facility Agreement (as the case may be).

SUB-LEASE means, in respect of an Aircraft, any sub-lease agreement entered or
to be entered into between a Lessee and a Sub-Lessee.

SUB-LESSEE means, in respect of an Aircraft, any sub-lessee thereof as permitted
by the terms of the relevant Lease.

SUBORDINATED SECURED OBLIGATIONS means the Secured Obligations to the extent
owed by a Borrower to an Export Lessee.

SUBSIDIARY means any person of which or in which GFC or its other Subsidiaries
own directly or indirectly more than 50% of:

(a)   the combined voting power of all classes of stock or shares having general
      voting power under ordinary circumstances to elect a majority of the board
      of directors of such person, if it is a corporation or company;

(b)   the capital interest or profits interest of such person, if it is a
      partnership, limited liability company, joint venture or similar entity;
      or

(c)   the beneficial interest of such person, if it is a trust, association or
      other unincorporated organisation.

SUPPORT AGREEMENTS means, in relation to a Utilisation, together (i) the
Guarantee Agreement to be entered into between ECGD and the British Lenders and
(ii) the Promesse de Garantie and the Police d'Assurance Credit to be entered
into between COFACE and the French National Agent for and on behalf of the
French Lenders and (iii) the Finanzkreditgarantie-Erklarung to be entered into
between HERMES and the German Lenders.

TARGET means Trans-European Automated Real-time Gross Settlement Express
Transfer payment system.

                                    Page 22
<PAGE>

TARGET DAY means any day on which TARGET is open for settlement of payments in
Euro.

TAX means all present and future taxes, charges, imposts, duties, levies,
deductions, withholdings or fees of any kind whatsoever, or any amount payable
on account of or as security for any of the foregoing, payable at the instance
of or imposed by any statutory, governmental, international, state, federal,
provincial, local or municipal authority, agency, body or department whatsoever,
or European Union institution, together with any penalties, additions, whether
fines, surcharges or interest relating thereto; and TAXES and TAXATION shall be
construed accordingly.

TAX LIABILITY means, in respect of any person:

(a)   any liability or any increase in the liability of that person to make any
      payment or payments of or in respect of Tax;

(b)   the loss or setting off against income, profits or gains or against any
      liability to make a payment or payments of or in respect of Tax of any
      relief, allowance, deduction or credit in respect of Tax (a RELIEF) which
      would otherwise have been available to that person; and

(c)   the loss or setting off against any liability to make a payment or
      payments of or in respect of Tax of a right to repayment of Tax which
      would otherwise have been available to that person,

(d)   and in any case falling within (b) or (c) above the amount that is to be
      treated as a Tax Liability shall be determined as follows:

      (i)   in a case which falls within (b) above and where the Relief that was
            the subject of the loss or setting off was or would have been a
            deduction from or offset against Tax, the Tax Liability shall be the
            amount of that Relief;

      (ii)  in a case which falls within (b) above and which involves the loss
            of a Relief which would otherwise have been available as a deduction
            from or offset against gross income, profits or gains the Tax
            Liability shall be the amount of Tax which would (on the basis of
            the Tax rates current at the date of the loss and assuming that the
            person has sufficient gross income, profits or gains to utilise the
            Relief) have been saved but for the loss of the Relief;

      (iii) in a case which falls within (b) above and which involves the
            setting off of a Relief which would otherwise have been available as
            a deduction from or offset against gross income, profits or gains,
            the Tax Liability shall be the amount of Tax which has been or will
            be saved in consequence of the setting off;

      (iv)  in a case which falls within (c) above, the Tax Liability shall be
            the amount of the repayment that would have been obtained but for
            the loss or setting off;

and for the purposes of this definition any question of whether or not any
relief, allowance, deduction, credit or right to repayment of Tax has been lost
or set off, and, if so, the date on which that loss or set off took place, shall
be certified by the relevant Lender or (as the case may be), the relevant
Representative.

TECHNICAL RECORDS means, in respect of an Aircraft, all technical data, manuals,
computer records, logbooks and other records required to be maintained pursuant
to any law or regulation or any requirement for the time being of the applicable
Aviation Authority and relating to that Aircraft or, any relevant Engine or
Part.

TERMINATION AMOUNT means, in respect of any Loan, the amount required to be paid
on the prepayment or acceleration of such Loan being the aggregate of:

                                    Page 23
<PAGE>

(i)   the unpaid principal balance of such Loan at the relevant time;

(ii)  all interest which has accrued in respect of such Loan to the date of such
      prepayment or acceleration and remains unpaid;

(iii) the ECA Breakage Costs and all other amounts due pursuant to Clause 13.3
      of the Facility Agreement in respect of such prepayment or acceleration
      not being made on a Repayment Date; and

(iv)  any other amounts due and payable with respect to such Loan by any
      relevant Obligor hereunder at such date as shall remain unpaid.

TERMINATION EVENT means any of the events set out in Clause 10.1 of the Facility
Agreement (TERMINATION EVENTS) and any other event which GFC and the Agent may
agree in writing from time to time is a Termination Event for the purposes
hereof.

TOTAL COMMITMENTS means the aggregate from time to time of all of the
Commitments.

TOTAL LOSS means any of the following in relation to any Aircraft or any
Airframe and TOTAL LOSS DATE means the date set forth in parenthesis at the end
of each sub-clause:

(a)   destruction, damage beyond repair or being rendered permanently unfit for
      normal use for any reason (the date such event occurs);

(b)   constructive, compromised, arranged or agreed total loss (the date on
      which the insurers agree such constructive, compromised, arranged or
      agreed total loss);

(c)   requisition for title, or other compulsory acquisition of title for any
      reason (exclusive of requisition for use or hire) (the date on which the
      same takes effect);

(d)   sequestration, confiscation, forfeiture, seizure, restraint, detention,
      hijacking or theft for any reason, in any case resulting in loss of
      possession by the relevant Borrower, the Export Lessee, the Lessee and the
      Sub-Lessee for a period being in excess of one hundred and eighty (180)
      consecutive days (the earlier of the date on which the insurers make
      payment of the Total Loss Proceeds on the basis of such total loss and the
      expiry of such one hundred and eighty (180) day period); or

(e)   requisition for use by a Government Entity (other than a Government Entity
      in the State of Registration or in the jurisdiction in which the Lessee, a
      Sub-Lessee, the Export Lessee or the relevant Borrower has its principal
      place of business) for more than one hundred and eighty (180) consecutive
      days (the earlier of the date on which the insurers make payment of the
      Total Loss Proceeds on the basis of such total loss proceeds and the
      expiry of such one hundred and eighty (180) day period).

TOTAL LOSS PROCEEDS means the proceeds of the hull Insurances in respect of an
Aircraft or any compensation for a Compulsory Acquisition of an Aircraft, with
respect to a Total Loss.

TRANSACTION means the transaction contemplated by the Transaction Documents.

TRANSACTION DOCUMENTS means each of:

(a)   the Facility Agreement, each Loan Supplement, each Utilisation Notice, the
      Fees Letter, each Borrower Share Charge, each Borrower Floating Charge,
      each Export Lessee Share Charge, each Alternative Borrower Share Charge,
      each Alternative Borrower Floating Charge, the Guarantee, the Transaction
      Fee Letter, the Declaration of Trust, any Alternative Declaration

                                    Page 24
<PAGE>

      of Trust, each Bill of Sale, each BFE Bill of Sale, each Purchase
      Agreement Assignment, each Engine Warranties Agreement, the Airframe
      Warranties Agreement, each Credit Sale Agreement, each Intermediate Lease,
      each Acceptance Certificate, any Accession Deed (if any), the Transaction
      Fees Letter, the Purchaser Bill of Sale (in respect of a Refinanced
      Aircraft), the Call Option Agreement, the Administration Agreements, the
      Fees Letter, each of the Alternative Borrower Comfort Letters and the
      other documents, instruments and agreements relating thereto referred to
      in Schedule 6 of the Facility Agreement; and

(b)   any other document, instrument or memorandum annexed to any of the
      documents referred to in (a) above; and

(c)   any notice or acknowledgement required pursuant to the terms of any of the
      documents referred to in (a) above; and

(d)   each of the Aircraft Security Documents; and

(e)   any document, instrument or memorandum (x) which is executed and delivered
      in connection with a restructuring in accordance with the terms of the
      Facility Agreement of any or all of the arrangements contemplated by any
      of the documents referred to in (a) above or (y) which GFC agrees
      constitutes a Transaction Document or (z) which is entered into in
      substitution for or which amends or augments or varies or novates all or
      any part of any of the documents referred to in this definition (including
      this part (e)) in each case in accordance with the terms of the
      Transaction Documents; and

(g)   any other document that is entered into in relation to an Alternative
      Utilisation which GFC and the Agent agrees constitutes a Transaction
      Document.

TRANSACTION FEE means the fee payable from time to time as set out in the
Transaction Fee Letter to the Irish Borrower by GFC in consideration for the
Irish Borrower entering into the Transaction.

TRANSACTION FEE LETTER means the letter dated the Signing Date herewith between
GFC and the Irish Borrower in respect of the Transaction Fee.

TRANSFER CERTIFICATE means a certificate in the form set out in Schedule 2 to
the Facility Agreement or if an Export Credit Agency were to become a Lender, in
such other form as shall be agreed by the Agent and the Cayman Export Lessee.

TRANSFEREE shall have the meaning given thereto in Clause 18.3 of the Facility
Agreement (TRANSFER CERTIFICATES).

TRANSFEROR shall have the meaning given to such term in Clause 18.3 of the
Facility Agreement (TRANSFER CERTIFICATES).

TRIGGER EVENT means that at any time either of the following:

(i)   the long term debt obligations of GFC are not rated as investment grade by
      at least one of Standard & Poor's Corporation, Moody's Investor Service,
      Inc. or Fitch IBCA, Duff & Phelps or any alternative service of equivalent
      recognition approved by the National Agents and for the avoidance of doubt
      investment grade shall mean BBB- if and as rated by Standard & Poor's
      Corporation, Baa3 if and as rated by Moody's Investor Service, Inc., BBB-
      if and as rated by Fitch IBBCA, Duff & Phelps, or the equivalent by any
      such alternative service approved by the National Agents; or

(ii)  the Net Worth of GFC is less than nine hundred million Dollars
      (US$900,000,000).

                                                                         Page 25
<PAGE>

TRIGGER EVENT NOTICE means any notice sent by the Security Trustee to a Lessee
or Sub-Lessee as described in Clause 9.1 of the Facility Agreement.

TRIGGER EVENT SECURITY shall mean any or all Lessee Security and/or any
Maintenance Reserves which shall be received by the Security Trustee (whether in
the form of cash or otherwise) pursuant to Clause 9 of the Facility Agreement
(TRIGGER EVENT).

TRUST means the trust arrangements settled on the Security Trustee as set out in
Schedule 11 to the Facility Agreement.

TRUSTEE means Walkers SPV Limited, in its capacity as trustee of the trust
created pursuant to a Declaration of Trust.

UNPAID AMOUNT has the meaning given to that term in Clause 4.11.1 of the
Facility Agreement.

UNUTILISED FACILITY means, at any time, the lesser of (i) the Total Commitments
and (ii)US$ 719,000,000 (seven hundred and nineteen million dollars) as such
amount may have been reduced by (a) the amount of each Advance made before such
time and (b) the amount of any reduction made to the Facility Amount pursuant to
Clause 2.5 of the Facility Agreement (CANCELLATION OF THE FACILITY).

US BANKRUPTCY CODE means Title 11 of the United States Code (11 U.S.C. Sections
101 et seq.).

US GAAP means the accounting principles, practices and policies generally
adopted and accepted in the United States of America.

US RESTRICTION NOTICE has the meaning given to it in 7.2.4(b).

UTILISATION means each utilisation of the Facility pursuant to Clause 3 of the
Facility Agreement (UTILISATION OF THE FACILITY) or, as the context may require,
the amount referred to in a Utilisation Notice as being that part of the
Facility Amount in Dollars or Euros, as the case may be, allocated by the
relevant Borrower for financing of the Aircraft referred to in that Utilisation
Notice.

UTILISATION BLOCK EVENT means any event described as such which GFC and the
Agent have agreed in writing may, if the same has occurred and is continuing,
result in the Borrower being unable to borrow an Advance as contemplated by the
Facility Agreement.

UTILISATION DATE means, in relation to a Utilisation, the Banking Day upon which
the Advance relating to that Utilisation is made available to the relevant
Borrower in accordance with Clause 3.7 of the Facility Agreement (DISBURSEMENT
OF THE LOAN) and otherwise subject to the terms and conditions of the Facility
Agreement.

UTILISATION DOCUMENTATION means, in respect of a Utilisation, all documents
entered into by the relevant parties to give effect to the financing of the
Aircraft the subject matter of the Utilisation as specified in Paragraph 2 Part
I of Schedule 6 to the Facility Agreement.

UTILISATION NOTICE means any notice given by the relevant Borrower pursuant to
Clause 3.1 of the Facility Agreement (UTILISATION NOTICES) and substantially in
the form of Schedule 3 to the Facility Agreement.

VALUE ADDED TAX means value added tax as provided for in the United Kingdom
Value Added Tax Act 1994 and legislation (whether delegated or otherwise)
supplemental thereto or in any primary or subordinate legislation promulgated by
the European Union or any body or agency thereof and any Tax similar or
equivalent to value added tax imposed by any country other than the United
Kingdom and any similar or turnover tax replacing or introduced in addition to
any of the same.

                                                                         Page 26
<PAGE>

WALKERS COMFORT LETTER means the letter agreement dated on or about the date
hereof from Walkers to the Security Trustee regarding Walkers SPV Limited.

                                                                         Page 27
<PAGE>

1.    INTERPRETATION

      Clause headings and the table of contents are inserted for convenience of
      reference only and shall be ignored in the interpretation of the Facility
      Agreement.

2.    In the Facility Agreement and each of the other Transaction Documents
      unless the context otherwise requires:

      (a)   references to Clauses, Articles, Schedules and Appendices are to be
            construed as references to the Clauses of, Articles of, Schedules
            to, and Appendices to the Facility Agreement, each of the other
            Transaction Documents, as applicable, and references to the Facility
            Agreement, each of the Transaction Documents includes their
            respective Schedules and Appendices;

      (b)   references to (or to any specified provision of) the Facility
            Agreement, each of the other Transaction Documents or any other
            document shall be construed as references to the Facility Agreement,
            that other Transaction Document, that document or that provision as
            in force for the time being and as amended, supplemented, novated or
            substituted from time to time in accordance with the terms hereof or
            thereof;

      (c)   references to any law or enactment shall be deemed to include
            references to such law or enactment as re-enacted, amended,
            extended, consolidated or replaced and any order's, decrees,
            proclamations, regulations, instruments or other subordinate
            legislation made thereunder;

      (d)   words importing the plural shall include the singular and vice
            versa;

      (e)   words importing any gender shall be construed as including every
            gender;

      (f)   references to a person shall be construed as including references to
            an individual, company, corporation, firm, partnership, consortium,
            joint venture, association, organisation, authority or other
            unincorporated body of persons, trust or any state or government or
            international organisation or agency, European Union institution,
            committee or department, or any instrumentality, agency or political
            sub-division thereof or authority, board or body created or
            constituted thereby (in each case, whether or not having separate
            legal personality);

      (g)   the words "other" and "otherwise" shall not be construed ejusdem
            generis with any foregoing words where a wider construction is
            possible;

      (h)   each of the Obligors and the Finance Parties shall include their
            respective successors and permitted assigns and permitted
            transferees;

      (i)   the words "including" and "in particular" shall be construed as
            being by way of illustration or emphasis only and shall not be
            construed as, nor shall they take effect as, limiting the generality
            of any foregoing words;

      (j)   A MONTH is a reference to a period starting on one day in a
            calendar month and ending on the numerically corresponding day in
            the next succeeding calendar month save that, where any such period
            would otherwise end on a day which is not a Business Day, it shall
            end on the next succeeding Business Day, unless that day falls in
            the calendar' month succeeding that in which it would otherwise have
            ended, in which case it shall end on the immediately preceding
            Business Day, PROVIDED that if a period starts on the last Business
            Day in the next succeeding calendar month (and references to MONTHS
            shall be construed accordingly).

                                                                         Page 28
<PAGE>

      References to a document being IN THE AGREED FORM means that document the
      form and content of which has been agreed between GFC and the Agent
      (acting on the instructions of the Majority Lenders) and which has
      endorsed on it the words "in the agreed form" and which is signed under
      such endorsement by or on behalf of GFC and the Agent.

                                                                         Page 29
<PAGE>

THE SECURITY TRUSTEE

EXECUTED AS A DEED by              )
CREDIT LYONNAIS                    )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:

THE AGENT

EXECUTED AS A DEED by              )
CREDIT LYONNAIS                    )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:

THE NATIONAL AGENTS

THE COMMON SEAL OF                 )
HALIFAX PLC                        )
was hereunto affixed               )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------

Signature: /s/ [ILLEGIBLE]

Name:

Title:

<PAGE>

EXECUTED AS A DEED by              )
CREDIT LYONNAIS                    )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------

Signature: /s/ [ILLEGIBLE]

Name:

Title:

EXECUTED AS A DEED by              )
BAYERISCHE LANDESBANK              )
GIROZENTRALE                       )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]  [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]                   [ILLEGIBLE]  [ILLEGIBLE]
                                                  VP           VP
Name:      [ILLEGIBLE]

Title:     VP

THE FRENCH LENDERS

EXECUTED AS A DEED by              )
CREDIT LYONNAIS                    )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:


<PAGE>

THE COMMON SEAL OF                 )
HALIFAX PLC                        )
was hereunto affixed               )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature:

Name:

Title:

THE BRITISH LENDERS

THE COMMON SEAL OF                 )
HALIFAX PLC                        )
was hereunto affixed               )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature:

Name:

Title:

THE GERMAN LENDERS

EXECUTED AS A DEED by              )
BAYERISCHE LANDESBANK              )
GIROZENTRALE                       )
acting by:                         )
                                   )
in the presence of:                     /s/ [ILLEGIBLE]    [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]                       VP             VP

Name:      [ILLEGIBLE]

Title:     VP

<PAGE>

EXECUTED AS A DEED by              )
KREDITANSTALT FUR                  )
WEEDERAUFBAU                       )
acting by:                         )
                                   )
in the presence of:                     /s/ A. Ufer         /s/ Christian Elias
                                        ---------------------------------------
Signature: /s/ [ILLEGIBLE]                 A. UFER          CHRISTIAN ELIAS
                                        VICE PRESIDENT      PROJECT MANAGER
Name:      [ILLEGIBLE]

Title:     PROJECT MANAGER

GERMAN PARALLEL LENDER

EXECUTED AS A DEED by              )
KREDITANSTALT FUR                  )
WIEDERAUFBAU                       )
acting by:                         )

in the presence of:                     /s/ A. Ufer         /s/ Christian Elias
                                        ---------------------------------------
Signature: /s/ [ILLEGIBLE]                 A. UFER          CHRISTIAN ELIAS
                                        VICE PRESIDENT      PROJECT MANAGER
Name:      [ILLEGIBLE]

Title:     PROJECT MANAGER

GFC

EXECUTED AS A DEED by              )
GATX FINANCIAL CORPORATION         )
acting by:                         )
                                   )      /s/ SUSAN M. YATA
in the presence of:                     -------------------------------

Signature:  /s/ RICHARD BARKER
            ---------------------
Name:       RICHARD BARKER

Title:      SOLICITOR

<PAGE>

CAYMAN BORROWER

EXECUTED AS A DEED by              )
EFG AIRCRAFT LIMITED               )
acting by: /s/ [ILLEGIBLE]         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:

IRISH BORROWER

EXECUTED AS A DEED by              )
EFG AIRCRAFT (IRELAND) LIMITED     )
acting by: [ILLEGIBLE]             )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:

CAYMAN EXPORT LESSEE

EXECUTED AS A DEED by              )
O'FARRELL LEASING LIMITED          )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -------------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:

<PAGE>

IRISH EXPORT LESSEE

EXECUTED AS A DEED by              )
O'FARRELL LEASING (IRELAND)        )
LIMITED                            )
acting by:                         )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -----------------------------
Signature: /s/ [ILLEGIBLE]

Name:

Title:

JOINT ARRANGERS

THE COMMON SEAL OF                 )
HALIFAX PLC                        )
was hereunto affixed               )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -----------------------------
Signature:

Name:

Title:

EXECUTED AS A DEED by              )
CREDIT LYONNAIS                    )
acting by: [ILLEGIBLE]             )
                                   )
in the presence of:                      /s/ [ILLEGIBLE]
                                        -----------------------------
Signature: /s/ [ILLEGIBLE]

Name:      [ILLEGIBLE]

Title: