Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 aboveThe obligation of the Lender to make any Revolving Loan, on any Credit Date, including the amendments Closing Date, are subject to the Credit Agreement contemplated hereby shall become effective as satisfaction, or waiver in accordance with Section 9.5, of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP fully executed and delivered Funding Notice together with a Borrowing Base Certificate two (addressed 2) Business Days prior to such Credit Date, evidencing sufficient Revolving Availability with respect to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and requested Revolving Loan; (ii) this Amendment complies with Section 5.17 after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments as of such Credit Date shall not exceed the lesser of (A) the Revolving Commitments then in effect and (B) the Borrowing Base; (iii) as of such Credit Date, the representations and warranties made by each of the Credit Agreement Parties contained herein and that all conditions precedent in the other Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof Documents shall be true and correct in all material respects.respects on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; (eiv) On the Amendment Effective as of such Credit Date, after giving effect to such Revolving Loan, no Default or Event of Default event shall have occurred and be continuingcontinuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; (v) as of such Credit Date, after giving effect to such Revolving Loan, the Spread Account is fully funded at the Required Spread Account Amount; (vi) as of such Credit Date, the Collateral Agent shall have received satisfactory evidence of the valid transfer of the Eligible Receivables comprising the Borrowing Base to the Borrower; and (vii) in accordance with the terms of the Custodial Agreement, the Borrower has delivered, or caused to be delivered, to the Custodian, the related Receivable File and the Collateral Agent has received a Collateral Receipt and Exception Report from the Custodian, which Collateral Receipt and Exception Report is acceptable to the Collateral Agent in its sole discretion. Any Agent shall be entitled, but not obligated to, request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent such request is warranted under the circumstances.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This First Amendment shall become effective as of the first date notified by ILFC to the Administrative Agent (the “First Amendment Effective Date”), provided that ) when each of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateset forth in this Section 5 shall have been satisfied: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion duly authorized, executed and delivered counterpart of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed the signature page to this First Amendment from each Credit Party named on the signature pages hereto, the Administrative Agent and dated the Requisite Lenders. (ii) All fees and expenses (including all invoiced reasonable out-of-pocket costs, fees and expenses of counsel to the Administrative Agent) shall have been paid to the extent earned, due and owing and otherwise payable or reimbursable pursuant to the terms of the Credit Documents and otherwise invoiced or agreed prior to the First Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (ciii) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent Both immediately before and dated the Amendment Effective Date) with respect after giving effect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B heretoFirst Amendment, (iia) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred or be continuing or result therefrom and (b) all representations and warranties contained in this First Amendment, the Credit Agreement and each of the other Credit Documents shall be continuingtrue, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of such date, it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be true and correct in all material respects only as of such specified date and (y) any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of any such date. (iv) The Administrative Agent shall have received a customary certificate from each Credit Party, dated the First Amendment Effective Date, signed by an Authorized Officer of such Credit Party, and attested to by the secretary or any assistant secretary of such Credit Party, with appropriate insertions, together with (a) certified copies of the certificate or articles of incorporation and by-laws (or other equivalent Organizational Documents), as applicable, of such Credit Party, (b) customary resolutions of such Credit Party referred to in such certificate, (c) incumbency or specimen signatures which identify by name and title the Authorized Officer or authorized signatory of such Credit Party authorized to sign this First Amendment, and (d) a good standing certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the First Amendment Effective Date and certifying as to the good standing of such Credit Party (but only if the concept of good standing exists in the applicable jurisdiction); provided that in the case of preceding clause (a), such documents shall not be required to be delivered with respect to any Person that was a Credit Party immediately prior to the First Amendment Effective Date if such certificate includes a certification by such officer that the applicable Organizational Documents delivered to the Administrative Agent in connection with the establishment of the Incremental Commitments on the April 22, 2016 (the “Incremental Commitment Agreement Effective Date”), remain in full force and effect and have not been amended, modified, revoked or rescinded since the Incremental Commitment Agreement Effective Date. (v) On the First Amendment Effective Date, the Administrative Agent shall have received a customary opinion of Ropes & ▇▇▇▇ LLP, special counsel to the Credit Parties, (i) in form and substance consistent with the legal opinion delivered on the Closing Date with such changes as shall be reasonably satisfactory to the Administrative Agent, (ii) addressed to the Administrative Agent and the Lenders and (iii) dated the First Amendment Effective Date.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit This Agreement contemplated hereby shall become effective as on the date when each of the date notified following conditions is satisfied (or waived in accordance with Section 10.1(a) of the Credit Agreement) (such date, the “Effective Date”): 5.1 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date and all other fees the Borrower has agreed to pay in connection with this Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by ILFC the Borrower under the Credit Agreement. 5.2 The Administrative Agent shall have received from Lenders constituting the Required Lenders and the Borrower, executed counterparts (in such number as may be requested by the Administrative Agent) of this Agreement signed on behalf of such Person. 5.3 The Borrower shall have deposited $250,000,000 in security account No. 1ba66992 with ▇▇▇▇▇ Fargo Bank National Association that is subject to a security control agreement with the Administrative Agent in form and substance reasonably acceptable to the Administrative Agent (the “Amendment Effective DateBorrowing Base Account”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:. (a) 5.4 The Administrative Agent shall have received an officers’ certificate of ILFC stating that from the Borrower executed counterparts (iin such number as may be reasonably requested by the Administrative Agent) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Security Agreement and that all conditions precedent in dated as of the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received date hereof granting a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed security interest to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withBorrowing Base Account. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of 5.5 No Default shall have occurred and be continuingcontinuing as of the date hereof, after giving effect to the terms of this Agreement. The Administrative Agent is hereby authorized and directed to declare this Agreement to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted in Section 10.1(a) of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Third Amendment is subject to the Credit Agreement contemplated hereby following: 7.1 The Administrative Agent shall become effective have received counterparts (in such number as of the date notified may be requested by ILFC to the Administrative Agent Agent) of this Third Amendment from the Borrower, each Guarantor and each Lender (the “Amendment Effective Date”including each New Lender), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:. (a) 7.2 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAdministrative Questionnaire from each New Lender. (b) 7.3 The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed from the relevant Loan Parties duly executed and notarized mortgages and/or mortgage supplements or amendments in form and substance reasonably satisfactory to the Administrative Agent so that, after giving effect to the recording of such mortgages, mortgage supplements and/or amendments, the Administrative Agent shall be reasonably satisfied that it has first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) to (d) and dated (f) of the Amendment Effective Datedefinition thereof, but subject to the provisos at the end of such definition) on at least 85% of the total value (as determined by the Administrative Agent based on the present value of the Proved Reserves attributable thereto using a 9% discount rate) of the Oil and Gas Properties evaluated in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust Reserve Report most recently delivered pursuant to Section 8.12(a), including any amendments necessary to reflect the Transfer Agreements and Aggregate Maximum Credit Amount (ii) as amended by this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withThird Amendment). (c) 7.4 The Administrative Agent shall have received a written opinion from the Borrower title information setting forth the status of title to at least 85% of the total value (in each case addressed to as determined by the Administrative Agent based on the present value of the Proved Reserves attributable thereto using a 9% discount rate) of the Oil and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law Gas Properties evaluated in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto Reserve Report most recently delivered pursuant to Section 3 hereof shall be true and correct in all material respects8.12(a). (e) On the Amendment Effective Date, no 7.5 No Default or Event of Default Borrowing Base Deficiency shall have occurred and be continuingcontinuing as of the date hereof after giving effect to the terms of this Third Amendment. 7.6 The Administrative Agent shall have received all fees and other amounts due and payable to the Administrative Agent or any Lenders in connection with this Third Amendment. 7.7 The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount (as amended by this Third Amendment) dated as of the date hereof. 7.8 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 7 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (such date, the “Amendment Effective Date”), provided that when each of the following conditions precedent are is satisfied on (or prior to waived in accordance with Section 12.02 of the Amendment Effective Date:Credit Agreement): (a) 3.1 The Administrative Agent shall have received an officers’ certificate from each of ILFC stating that the Borrower and Lenders constituting the Majority Lenders, counterparts (iin such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person. 3.2 The Administrative Agent, the transfer of ILFC’s assets Arrangers and properties substantially as an entirety to Financing Trust pursuant the Lenders shall have received all commitment, facility and agency fees and all other reasonable fees and amounts due and payable on or prior to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including, without limitation, the fees and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion expenses of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ with respect LLP, counsel to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent). (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of 3.3 No Default shall have occurred and be continuingcontinuing as of the date hereof, after giving effect to the terms of this Amendment. 3.4 The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the merger between Cabot Oil & Gas Corporation (or a Restricted Subsidiary thereof) and Cimarex Energy Co. shall have been, or substantially concurrently with the Effective Date shall be, consummated substantially in accordance with the terms of the Agreement and Plan of Merger among Cabot Oil & Gas Corporation, Double C Merger Sub, Inc. and Cimarex Energy Co. dated as of May 23, 2021. 3.5 The First Amendment Effective Date shall have occurred. 3.6 The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent of the issuance by Cabot Oil & Gas Corporation of the New Cabot Notes and the payment by Cabot Oil & Gas Corporation of the other Exchange Consideration, as applicable, in each case, in exchange for Cimarex Notes accepted for exchange pursuant to the Exchange Offer. For purposes herein, “Exchange Offer” means Cabot Oil & Gas Corporation’s offer to all eligible holders of Cimarex Energy Co.’s (a) 4.375% Senior Notes due 2024, (b) 3.90% Senior Notes due 2027 and (c) 4.375% Senior Notes due 2029 (collectively, the “Cimarex Notes”) to exchange such Cimarex Notes for (i) up to $2,000,000,000 aggregate amount of new notes issued by Cabot (“New Cabot Notes”) and (ii) cash (collectively, the “Exchange Consideration”). The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided This Sixth Amendment will take effect on the date on which the conditions set forth below in this Section 2 above, the amendments to 4 are satisfied or waived in accordance with Section 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Sixth Amendment Effective Date”). The Administrative Agent shall notify the Borrower and the Lenders of the Sixth Amendment Effective Date, provided that and such notice shall be conclusive and binding. Notwithstanding the following foregoing, this Sixth Amendment shall not become effective unless each of the foregoing conditions precedent are is satisfied on at or prior to 2:00 p.m., central standard time, on February 28, 2014 (and, in the event such conditions are not so satisfied or waived, this Sixth Amendment shall be deemed null and void and of no force and effect). 4.1 The Administrative Agent shall have received counterparts of this Sixth Amendment from the Loan Parties and each of the Lenders. 4.2 The Administrative Agent shall have received duly executed counterparts of (a) the Parent Guaranty and Pledge Agreement executed by REA and REI, (b) an assumption agreement executed by Alpha Shale Holdings and Alpha Shale Resources pursuant to which Alpha Shale Holdings and Alpha Shale Resources will become parties to the Guaranty and Pledge Agreement and the Intercreditor Agreement, (c) new mortgages duly executed by Alpha Shale Resources and (d) any amendments requested by the Administrative Agent to any existing mortgages previously delivered by a Loan Party under the Credit Agreement, in each case, in form and substance satisfactory to the Administrative Agent. In connection with the execution and delivery of the such Security Instruments, the Administrative Agent shall be reasonably satisfied that the Liens under such Security Instruments will, upon the recording of such Security Instruments and the requisite UCC financing statements, as applicable, be first priority, perfected Liens (subject only to Permitted Liens other than Liens securing Permitted Second Lien Debt), after giving effect to the Alpha Shale Acquisition, on (i) at least 80% of the total PV10 of the proved Oil and Gas Properties evaluated in the most recent Reserve Report (as supplemented by any applicable Reserve Report relating to the Oil and Gas Properties of Alpha Shale Resources), (ii) 80% of the Unproven Utica Shale Acreage, (iii) substantially all of each Gathering System then in operation, and (iv) all other Property purported to be pledged as Collateral pursuant to the Security Instruments including, without limitation, all Equity Interests in each Loan Party other than REI. 4.3 To the extent not already in possession of the Administrative Agent, the Administrative Agent shall have received the original certificates, if any exist, evidencing the Equity Interests of each Loan Party (other than REI), together with an appropriate undated stock or equity interest power for each certificate duly executed in blank by the registered owner thereof. 4.4 The Administrative Agent shall have received duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Maximum Credit Amount (as amended hereby) dated as of the date hereof. 4.5 The Administrative Agent shall have received a certificate of the Secretary, Assistant Secretary or a Responsible Officer of the Borrower and each other Loan Party setting forth (a) resolutions of the members, board of directors or other appropriate governing body with respect to the authorization of the Borrower or such other Loan Party to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated hereby and in those documents, (b) the officers of the Borrower or such other Loan Party who are authorized to sign the Loan Documents to which such Loan Party is a party and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with the Credit Agreement and the transactions contemplated hereby, (c) specimen signatures of such authorized officers, and (d) the limited liability company agreement, the articles or certificate of incorporation and bylaws (or comparable organizational documents) of the Borrower and such other Loan Party, certified as being true and complete (or, if previously delivered and certified in connection with the Credit Agreement, a certification that such documents have not been amended, modified, supplemented or rescinded and remain in full force and effect). The Administrative Agent and the Lenders may conclusively rely on each such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary. 4.6 The Administrative Agent shall have received certificates of the appropriate State agencies with respect to the existence, qualification and good standing of the Borrower and each other Loan Party. 4.7 The IPO shall have been consummated in accordance with (a) the Form S-1 Registration Statement File No. 333-192894 initially filed by REI with the SEC on December 16, 2013, as amended prior to the date hereof (the “Registration Statement”), (b) the certificate of incorporation and other organizational documents of REI and (c) all Governmental Requirements, and the Administrative Agent shall have received copies of any documentation related thereto that it has reasonably requested. 4.8 The consummation of the IPO shall have resulted in gross cash proceeds to REI in an amount not less than $400,000,000, and REI shall have contributed, directly or indirectly, all of such proceeds (less underwriting discounts, offering expenses and other costs of the IPO) to the Borrower and/or shall have used such net cash proceeds for the Borrower’s benefit to complete the Alpha Shale Acquisition and pay the Alpha Shale Group Debt. 4.9 The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying (a) that Rice Drilling C is concurrently consummating the Alpha Shale Acquisition and acquiring all of the Specified Equity Interests as contemplated in the Alpha Shale Acquisition Agreement, with no condition precedent or other provision of the Alpha Shale Acquisition Agreement having been waived, amended, supplemented or otherwise modified in any manner that is adverse to the interests of the Lenders, (b) as to the purchase price to be paid for the Specified Equity Interests on or about the Sixth Amendment Effective Date:, after giving effect to all adjustments, if any, as of the Sixth Amendment Effective Date contemplated by the Alpha Shale Acquisition Agreement, (c) that attached to such certificate is a true, correct and complete copy of all amendments, if any, to the Alpha Shale Acquisition Agreement (or, if there have not been any amendments to the Alpha Shale Acquisition Agreement after December 6, 2013, such certificate shall include a statement to that effect), (d) that, after giving effect to the Alpha Shale Acquisition, Rice Drilling C owns, directly or indirectly, 100% of the outstanding Equity Interests of both Alpha Shale Holdings and Alpha Shale Resources, and (e) that the IPO Related Transactions have been consummated or are being consummated contemporaneously herewith. 4.10 After giving effect to the Alpha Shale Acquisition and any additional title information delivered to the Administrative Agent in connection therewith, the Administrative Agent shall have received title information satisfactory to it on at least 80% of the total PV10 of the Proved Oil and Gas Properties evaluated in the most recent Reserve Report, as supplemented by any applicable Reserve Report relating to the Properties of Alpha Shale Resources (but not, for the avoidance of doubt, with respect to the status of title on the Gathering Systems). 4.11 The Administrative Agent shall be satisfied that (a) the Alpha Shale Group Debt and all other amounts due under the Alpha Shale Credit Agreement have been or are being paid in full, (b) that all commitments to lend thereunder have been terminated, and (c) all Liens securing such the Alpha Shale Credit Agreement will be released upon such payment in full. 4.12 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed & ▇▇▇▇▇▇, LLP, special counsel to the Loan Parties, and local counsel in the States of Ohio and Pennsylvania, in each case in form and substance reasonably satisfactory to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgent. (c) 4.13 The Administrative Agent shall have received a written opinion certificate of insurance coverage of the Borrower, the Parent Guarantors and the Guarantors evidencing that such entities are carrying insurance in accordance with Section 7.12 of the Credit Agreement (in each case addressed after giving effect to the this Sixth Amendment). 4.14 The Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP Fargo Securities, LLC shall have received all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date including, without limitation, the upfront fees described in Section 4.15 below. 4.15 The Administrative Agent shall have received, for the account of each of the Lenders, upfront fees in an aggregate amount for each such Lender equal to (a) fifty basis points (0.50%) of the amount of such Lender’s Increased Commitment (as defined below), if any, (b) twelve and one half basis points (0.125%) of the amount of such Lender’s Continued Alpha Shale Commitment (as defined below), if any, and (c) seven and one half basis points (0.075%) of the amount of such Lender’s Continued Rice Commitment (as defined below), if any. As used in this Section 4.15 with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.any Lender:

Conditions Precedent. As provided This Seventh Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “Seventh Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 6.1 The Administrative Agent shall have received an officers’ certificate from the Required Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) the transfer this Seventh Amendment signed on behalf of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPerson. (b) 6.2 The Administrative Agent and the Lenders shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed all fees and other amounts due and payable on or prior to the Administrative Agent and dated the Seventh Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that Date (i) the transfer of ILFC’s assets including fees and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇expenses invoiced by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP prior to the Seventh Amendment Effective Date). 6.3 The Administrative Agent shall have received, together with respect title information previously delivered to Irish law the Administrative Agent, satisfactory title information on at least 80% of the total value of the Oil and in relation to Irish Subsidiary Holdco Gas Properties of the Borrower and the Subsidiaries evaluated in the form attached hereto as Exhibit F heretomost recently delivered Reserve Report. (d) 6.4 The representations Administrative Agent shall have received duly executed and warranties notarized deeds of Financing Trusttrust/mortgages or supplements to existing deeds of trust/mortgages in form satisfactory to the Administrative Agent, ILFC, to the Acceding Obligors extent necessary so that the Mortgaged Properties represent at least 90% of the total value of the Oil and Gas Properties of the Borrower and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct Subsidiaries evaluated in all material respectsthe most recently delivered Reserve Report. (e) On 6.5 The Administrative Agent shall have received evidence that on the Seventh Amendment Effective Date, after giving effect to the reduction of the Borrowing Base pursuant to Section 5 of this Seventh Amendment, no Default or Event of Borrowing Base Deficiency shall exist. 6.6 No Default shall have occurred and be continuingcontinuing as of the Seventh Amendment Effective Date. 6.7 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Seventh Amendment to be effective and to declare the occurrence of the Seventh Amendment Effective Date when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 6 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, The effectiveness of the amendments contained herein shall be subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that each of the following conditions precedent are satisfied in a manner satisfactory to Agent on or prior to the Amendment Effective Datebehalf of Lenders: (a) The Administrative Agent shall have received received, in form and substance satisfactory to Agent, an officers’ certificate executed original of ILFC stating that (i) the transfer this Amendment, duly authorized, executed and delivered by each of ILFC’s assets Borrowers and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Guarantors; (b) The Administrative Agent shall have received a written opinion received, in form and substance satisfactory to Agent, an executed original of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed Amendment No. 3 to Deed of Trust, Security Agreement and Assignment of Leases and Rents by Pamida in favor of Old Republic National Title Insurance Company, as trustee, for the Administrative benefit of Agent and dated Lenders, duly authorized, executed and delivered by the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.parties thereto; (c) The Administrative Agent shall have received a written opinion (received, in each case addressed form and substance satisfactory to Agent, an executed original of Amendment No. 3 to Leasehold Deed of Trust, Security Agreement and Assignment of Leases and Rents by Pamida in favor of Old Republic National Title Insurance Company, as trustee, for the Administrative benefit of Agent and dated Lenders, duly authorized, executed and delivered by the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.parties thereto; (d) The representations Agent shall have received, in form and warranties substance satisfactory to Agent, an executed original of Financing TrustAmendment No. 3 to Co-Lending and Agency Agreement, ILFCduly authorized, the Acceding Obligors executed and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true delivered by each of Agent and correct in all material respects.Lenders; (e) On the Amendment Effective DateAgent shall have received, no Default or in form and substance satisfactory to Agent, a secretary's certificates for each of Borrowers and Guarantors with respect to directors' resolutions, incumbency and other matters as Agent may require, and (f) No Event of Default shall have occurred and be continuingcontinuing and no event shall have occurred or condition be existing and continuing which, with notice or passage of time or both, would constitute an Event of Default.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby The effectiveness of this Amendment shall become effective as be upon satisfaction of each of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateset forth in this Section 5: (a) The Administrative Deal Agent has received counterparts of this Amendment and such related documentation as the Deal Agent or its counsel shall have determine in their reasonable discretion, in form and substance satisfactory to the Deal Agent, duly executed and delivered by the Grantor, the Secured Party and the Indenture Trustee, as applicable; (b) The Deal Agent has received an officers’ a certificate from each of ILFC the Grantor and the Secured Party dated as of the Effective Date stating that (i) all representations and warranties of the transfer Grantor and the Secured Party, as the case may be, set forth in the Agreement, as amended hereby, each of ILFC’s assets the other Related Documents, and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements this Amendment are true and correct; and (ii) this Amendment complies with Section 5.17 no Event of the Credit Agreement Default, Manager Default, Head Lease Event of Default, Universal Event, Trigger Event or Prospective Trigger Event has occurred and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.is continuing; (c) The Administrative Deal Agent shall have has received a written opinion (certified resolutions of the Grantor approving this Amendment and the other documents executed in each case addressed to connection herewith and certifying as of the Administrative Agent and dated the Amendment Effective Date) with respect : the names and true signatures of persons authorized to sign this Amendment from each on behalf of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.Grantor; (d) The representations No Event of Default, Manager Default, Head Lease Event of Default, Universal Event, Trigger Event or Prospective Trigger Event has occurred and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects.is continuing; and (e) On That certain Amendment Number 2 to Indenture, that certain Amendment Number 1 to the Irrevocable Letter of Credit No. SM201468W, that certain Amendment Effective DateNumber 2 to Amended and Restated Agreement of Limited Partnership of BRL Universal Compression Funding I 2002, no Default or Event of Default L.P. and that certain Amendment Number 2 to Series 2002-1 Note Purchase Agreement shall have occurred and each be continuingeffective.

Conditions Precedent. As provided This Third Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in writing in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC Agreement) (and in no event prior to the Administrative Agent January 5, 2018) (the “Third Amendment Effective Funding Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 5.1 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant from each Existing Lender party to the Transfer Agreements Credit Agreement, each Incremental Lender, the Borrower and the Guarantors, counterparts (iiin such number as may be requested by the Administrative Agent) of this Third Amendment complies with Section 5.17 signed on behalf of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPerson. (b) 5.2 The Administrative Agent and the Lenders shall have received a written opinion of ▇▇all fees and other amounts due and payable on or prior to the Third Amendment Funding Date (including (a) fees and expenses invoiced by ▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP prior to the Third Amendment Funding Date, (b) fees payable pursuant to the fee letter referenced in Section 5.6 below and (c) upfront fees payable pursuant to Section 3.05(b) of the Credit Agreement in respect of the Third Amendment Loans funded on the Third Amendment Funding Date). 5.3 The Administrative Agent and the Lenders shall have received a certificate signed by the chief financial officer or another Financial Officer of the Borrower confirming that, with respect to Irish law any the Borrower and its Subsidiaries (on a consolidated basis), that after giving effect to the transactions contemplated by this Amendment to occur on the Third Amendment Funding Date, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Borrower and the Guarantors, taken as a whole, will exceed the aggregate Debt of the Borrower and the Guarantors on a consolidated basis, as the Debt becomes absolute and matures, (b) each of the Borrower and the Guarantors will not have incurred or intended to incur, and will not believe that it will incur, Debt beyond its ability to pay such Debt (after taking into account the timing and amounts of cash to be received by each of the Borrower and the Guarantors and the amounts to be payable on or in relation respect of its liabilities, and giving effect to Irish Subsidiary Holdco amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement) as such Debt becomes absolute and matures and (c) each of the Borrower and the Guarantors will not have (and will have no reason to believe that it will have thereafter) unreasonably small capital for the conduct of its business. 5.4 The Administrative Agent and the Lenders shall have received, in respect of each Obligor, a certificate dated as of the Third Amendment Funding Date of the secretary or an assistant secretary or director (or such other officer reasonably acceptable to the Majority Lenders) of such Obligor, in form and substance reasonably satisfactory to the Majority Lenders: (a) attaching resolutions of the board of directors or other managing body with respect to the authorization of the Borrower or such Guarantor to execute and deliver this Third Amendment and to enter into the transactions contemplated hereby; (b) either (i) setting forth the individuals (A) who are authorized to sign the Third Amendment, (B) who will, until replaced by another individual duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the other Term Loan Documents to which it is a party and (C) setting forth the specimen signatures of such authorized individuals or (ii) certifying that the foregoing information specified in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, secretary’s certificate delivered on the Acceding Obligors and Closing Date to the Borrower Parties party hereto pursuant to Section 3 hereof shall be Administrative Agent remains true and correct in all material respects. (e) On as of the Third Amendment Effective Funding Date, no Default or Event of Default shall have occurred and be continuing.;

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent obligation of Coltec to consummate the Aerospace Distribution is subject to the following conditions, any of which may be waived by Coltec in its sole and absolute discretion, except to the extent the satisfaction of such condition is required by Law in connection with the Aerospace Distribution: (i) all material regulatory approvals necessary to consummate the Aerospace Distribution shall have been received and shall be in full force and effect; (ii) no order, preliminary or permanent injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Aerospace Distribution shall be in effect and no other event shall have occurred or failed to occur that prevents consummation of the Aerospace Distribution; (iii) the Coltec Board of Directors shall have approved the Aerospace Distribution; (iv) Coltec shall have received an officers’ certificate opinion of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant tax counsel to the effect that the Aerospace Distribution will be tax-free to Coltec and its sole shareholder for federal income tax purposes, in form and substance satisfactory to Coltec in its sole discretion; and (v) each Transfer Agreements Document and (ii) this Amendment complies with Section 5.17 of the Credit TIDES Indemnification Agreement and that all conditions precedent in the Credit Agreement relating to such transfer shall have been complied withduly executed and delivered by the parties thereto. (b) The Administrative Agent shall have received a written opinion obligation of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to consummate the Distribution is subject to the Administrative Agent following conditions, any of which may be waived by ▇▇▇▇▇▇▇▇ in its sole and dated absolute discretion, except to the Amendment Effective Date) extent the satisfaction of such condition is required by Law in connection with the form attached hereto as Exhibit A hereto stating that Distribution: (i) the transfer of ILFC’s assets Form 10 shall have become effective under the Exchange Act, and properties substantially as an entirety there shall be no stop order in effect with respect thereto, and the Information Statement shall have been mailed to Financing Trust pursuant to the Transfer Agreements and all ▇▇▇▇▇▇▇▇ Shareholders; (ii) this Amendment complies with Section 5.17 the EnPro Common Stock to be delivered in the Distribution shall have been approved for listing on the NYSE, subject to official notice of issuance; (iii) all material regulatory approvals necessary to consummate the Distribution shall have been received and shall be in full force and effect; (iv) no order, preliminary or permanent injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing consummation of the Credit Agreement Distribution shall be in effect and no other event shall have occurred or failed to occur that all conditions precedent prevents consummation of the Distribution; (v) the ▇▇▇▇▇▇▇▇ Board of Directors shall have approved the Distribution and shall have deemed there to be no other events or developments that shall have occurred that would result in the Credit Agreement relating to such transfer have been complied with.Distribution having an adverse effect on ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇'▇ Shareholders; (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (ivi) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house shall have received an opinion of tax counsel to ILFC with respect the effect that the Distribution will be tax-free to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Shareholders (except with respect to Irish law cash received in lieu of fractional shares) for federal income tax purposes, in form and substance satisfactory to ▇▇▇▇▇▇▇▇ in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.its sole discretion; (dvii) The representations each Ancillary Agreement shall have been duly executed and warranties of Financing Trustdelivered by the parties thereto; (viii) Coltec Aerospace shall have been transferred by Coltec to ▇▇▇▇▇▇▇▇ on the Aerospace Distribution Date, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects.the Transfer Documents; (eix) On the Amendment Effective Date, no Default or Event of Default EnPro Contribution shall have occurred been consummated; and (x) the Escrow Agreement shall have been duly executed and be continuingdelivered by the parties thereto.

Conditions Precedent. As provided in Section 2 above, The effectiveness of the amendments set forth herein is subject to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC fulfillment, to the satisfaction of Administrative Agent (the “Amendment Effective Date”)and its counsel, provided that of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Borrower shall have delivered to Administrative Agent the following, all of which shall have received an officers’ certificate of ILFC stating that be in form and substance satisfactory to Administrative Agent and shall be duly completed and executed (as applicable): (i) This Third Amendment; (ii) The Replacement Note and the transfer Additional Note, as more fully set forth in Section 8 below; (iii) If requested by Administrative Agent, evidence that the execution, delivery and performance by Borrower and Guarantor, as the case may be, of ILFC’s assets this Third Amendment have been duly authorized, executed and properties substantially delivered by Responsible Officers of Borrower and Guarantor, as an entirety to Financing Trust the case may be; and (iv) Such additional documents, certificates and information as Administrative Agent may require pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withterms hereof or otherwise reasonably request. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent representations and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent warranties set forth in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respectsrespects on and as of the date hereof. (ec) On the Amendment Effective DateAfter giving effect to this Third Amendment, no Default or Event of Default shall have occurred and be continuingcontinuing as of the date hereof. (d) Borrower shall have paid to Administrative Agent, (i) any fees required to be paid by Borrower to Administrative Agent for its benefit or the benefit of the Lenders in connection with the Increased Commitment Amount as agreed to by Borrower and Administrative Agent; and (ii) all other costs and expenses of Administrative Agent in connection with preparing and negotiating this Third Amendment, including, but not limited to, reasonable attorneys' fees and costs.

Conditions Precedent. As provided in Section 2 above3.1. The Company shall not be entitled to request the Banks to make the initial purchase of Purchased Receivables, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateunless: (a) The the Administrative Agent shall and each Bank have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 all of the Credit Agreement documents listed in Schedule 2 in form and that all conditions precedent in the Credit Agreement relating substance reasonably satisfactory to such transfer have been complied with.each of them; (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties made by the Company in Section 10 of Financing Trustthis Agreement and in any other Transaction Documents are true and correct in all material respects as of the Closing Date (except for those representations and warranties that are conditioned by materiality, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof which shall be true and correct in all material respects.); (c) the Administrative Agent has received the fees and other amounts payable by the Company pursuant to Section 15.1; (d) the Company shall have established the segregated Blocked Accounts for the collection of the Purchased Receivables; (e) On no Termination Event shall have occurred; and (f) the Amendment Effective DateClosing Date falls at least four Business Days after the date of the delivery of the initial Purchase Request and initial Portfolio Report to the Administrative Agent and the Banks. Such Portfolio Report shall list the Receivables requested to be purchased in a format and contain such information as shall be reasonably satisfactory to the Administrative Agent and the Banks. Section 3.2. The Commitment Period shall become effective on the fourth (4th) Business Day after (but no earlier than February 26, 2016) the Company has delivered to the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, an officer’s certificate duly executed and delivered by an officer of the Company certifying that, as of the first day of the Commitment Period: (a) the representations and warranties made by the Company in Section 10 of the Agreement and in any other Transaction Document are true and correct in all material respects (except for those representations and warranties conditioned by materiality, which shall be true and correct in all respects); (b) no Default or Event of Default shall have (in each case under and as defined in the Credit Agreement) has occurred and be is continuing; and (c) no Termination Event is in effect.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This First Amendment shall become effective as on the date when each of the date notified by ILFC to following conditions is satisfied (or waived in accordance with Section 12.02 of the Administrative Agent Credit Agreement) (the “First Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 4.1 The Administrative Agent shall have received an officers’ certificate from the Lenders and the Borrower, (in such number as may be requested by the Administrative Agent) counterparts of ILFC stating that (i) the transfer this First Amendment signed on behalf of ILFC’s assets such Person. 4.2 No Default shall have occurred and properties substantially be continuing as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withFirst Amendment Effective Date. (b) 4.3 The Administrative Agent shall have received a written opinion new duly executed Notes payable to the order of ▇▇BMO ▇▇▇▇▇▇ Chance US LLP (addressed Financing, Inc. and Associated Bank, N.A., to the Administrative Agent and extent requested by each such Lender, in a principal amount equal to the applicable new Maximum Credit Amount of such Lender, dated as of the First Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) 4.4 The Administrative Agent shall have received a written opinion (satisfactory evidence that the Borrower has repaid in each case addressed full the Subordinated Promissory Note, and the Subordinated Promissory Note has been marked canceled or has otherwise been terminated, prior to or contemporaneously with the Administrative Agent and dated the First Amendment Effective Date) with respect . 4.5 The Administrative Agent shall have received satisfactory evidence that on the First Amendment Effective Date, and after giving effect to this Amendment from each of (i) ▇▇▇the transactions contemplated to occur on the ▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event the Borrower will have not less than $20,000,000 of Default unused Commitments. 4.6 The Administrative Agent shall have occurred received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this First Amendment to be continuingeffective (and the First Amendment Effective Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as upon the satisfaction of the date notified by ILFC to the Administrative Agent following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:. (a) The Administrative Agent shall have received an officers’ certificate counterparts of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of executed by the Credit Agreement Borrower and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withLender Parties. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof set forth in this Amendment shall be true and correct in all material respectsrespects on the Effective Date. (ec) On the Amendment Effective Date, no Default or No Event of Default shall have occurred and be continuingcontinuing as of the Effective Date. (d) The Lenders shall have received each of the following in form and substance satisfactory to the Lenders: (i) (A) a certificate of an Authorized Officer of the Borrower, dated the Effective Date, certifying that (i) copies of the organizational documents of the Borrower provided on the Closing Date continue to be a true and correct copies thereof as in effect on the Effective Date (or, if any such organizational documents have been amended or modified, that attached thereto are true and correct copies of such organizational documents as in effect on the Effective Date), and (ii) attached thereto are true and correct copies of resolutions duly adopted by the governing body of the Borrower and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the consummation of the transactions contemplated hereby, and (B) a certificate as to the good standing of the Borrower as of a recent date from the Secretary of State of the state of its organization; and (ii) a favorable written opinion of Dechert LLP, as special counsel to the Borrower, covering such legal matters as the Lenders may request. (e) The Rating Condition shall have been satisfied. (f) The Administrative Agent shall have received counterparts of the Administrative Agent Fee Agreement dated as of the date hereof executed by the Borrower, the Collateral Manager and the Administrative Agent.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Seventh Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (such date, the “Seventh Amendment Effective Date”), provided that when each of the following conditions precedent are is satisfied on (or prior to waived in accordance with Section 12.02 of the Amendment Effective Date:Credit Agreement): (a) 4.1 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (ia) the transfer of ILFC’s assets all fees and properties substantially as an entirety to Financing Trust pursuant other amounts due and payable on or prior to the Transfer Agreements Seventh Amendment Effective Date and (ii) all other fees the Borrower has agreed to pay in connection with this Seventh Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 4.2 The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP from Lenders constituting Super-Majority Tier I Lenders, the Borrower and the Guarantors, counterparts (addressed to in such number as may be requested by the Administrative Agent and dated the Agent) of this Seventh Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer signed on behalf of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPerson. (c) 4.3 The Administrative Agent shall have received a written opinion (from Borrower financial and operational projections for the Borrower for the calendar year 2016, prepared in each case addressed good faith based upon assumptions believed by the Borrower to be reasonable at the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each time of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretopreparation. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of 4.4 No Default shall have occurred and be continuingcontinuing as of the date hereof, after giving effect to the terms of this Seventh Amendment. The Administrative Agent is hereby authorized and directed to declare this Seventh Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, The effectiveness of this Agreement (including the amendments Borrower Assignment) is subject to the Credit Agreement contemplated hereby shall become effective as of the date notified satisfaction or waiver (by ILFC to the Administrative Agent and each Lender) of the following conditions precedent (the date of such satisfaction or waiver, the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) The Administrative Agent shall have received an officers’ certificate counterparts of ILFC stating that (i) this Agreement, properly executed by the transfer of ILFC’s assets Existing ▇▇▇▇▇▇▇▇, the New Borrower, the Administrative Agent and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.each Lender; (b) The Administrative Agent shall have received a written opinion (i) certificates of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and New Borrower, dated the Amendment Effective Date) , substantially in the form attached hereto as of Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant B-1 to the Transfer Agreements Existing Credit Agreement, with appropriate insertions and attachments, including the certificate of incorporation or formation of the New Borrower certified by the relevant authority of the jurisdiction of organization of the New Borrower, (ii) this Amendment complies with Section 5.17 a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of the Credit approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party, and that all conditions precedent such resolutions have not been modified, rescinded or amended and are in full force and effect and (iii) a good standing certificate for the Credit Agreement relating to such transfer have been complied with.New Borrower from its jurisdiction of organization; (c) The Administrative Agent shall have received a written the executed legal opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ Chance US LLP with respect LLP, counsel to the New York law Borrower, addressed to the Administrative Agent and the Lenders, substantially in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as of Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.Existing Credit Agreement; and (d) The representations Administrative Agent and warranties of Financing Trustthe Lenders shall have received all documentation and other information about the Loan Parties as is reasonably requested in writing at least ten Business Days prior to the Amendment Effective Date by the Administrative Agent or the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, ILFCincluding without limitation the Patriot Act and if the New Borrower qualifies as a “legal entity” customer under 31 C.F.R. § 1010.230, the Acceding Obligors and Existing Borrower shall have delivered to each requesting Lender at least three business days prior to the Borrower Parties party hereto pursuant Amendment Effective Date (to Section 3 hereof shall be true and correct in all material respects. (e) On the extent request by such Lender at least ten business days prior to the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing) a beneficial ownership certification in relation to the New Borrower.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as upon prior or simultaneous satisfaction of the date notified by ILFC following conditions, in form and substance reasonably satisfactory to the Administrative Agent: 5.1 Receipt by the Administrative Agent of executed signature pages to this Amendment (or, in the “case of the Lenders, a written consent directing the Administrative Agent to enter into this Amendment Effective Date”on their behalf) from (i) the Borrowers and the Guarantors, (ii) the Administrative Agent, (iii) the Required Lenders, (iv) the Revolving Lenders, (v) the Tranche A Term Lenders and (vi) the Required Tranche B Term Lenders, and joinder agreements from each of the Lenders providing commitments under the Incremental Loan Facilities established hereby that were not already a Lender. 5.2 Receipt by the Administrative Agent of legal opinions for the Borrowers and Guarantors, including local counsel, where appropriate, regarding, among other things, existence, due authorization, execution, delivery and enforceability of this Amendment and the other loan documentation, no conflicts with organizational documents, material debt documents or applicable law, and perfection of security interests and, to the extent reasonably necessary in the judgment of the Administrative Agent, amendments to each Foreign Pledge Agreement and the Parallel Debt Agreement and/or delivery of any substantially similar agreement that creates an obligation of the Credit Parties (as debt acknowledgment or abstraktes Schuldanerkenntnis), provided that the following conditions precedent are satisfied on or prior in each case in a manner reasonably satisfactory to the Administrative Agent. 5.3 Receipt by the Administrative Agent of copies of supporting resolutions, Organization Documents, certificates of good standing, incumbency certificates and other corporate documentation from the Borrowers and the Guarantors. 5.4 Payment of all fees and expenses owing in connection with this Amendment, including fees and expenses of counsel to the Administrative Agent, to the extent invoiced. The Administrative Agent will promptly notify the Credit Parties and the Lenders when the conditions to the effectiveness of the amendment provisions of Section 5 of this Amendment Effective Date: (a) have been met and will confirm that those provisions are effective. The provisions of Sections 1 through 4 hereof shall not be effective until the Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to given such transfer have been complied withconfirmation. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided This Sixth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “Sixth Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 3.1 The Administrative Agent shall have received an officers’ certificate from the Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) the transfer this Sixth Amendment signed on behalf of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPerson. (b) 3.2 The Administrative Agent and the Lenders shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed all fees and other amounts due and payable on or prior to the Administrative Agent and dated the Sixth Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that Date (i) the transfer of ILFC’s assets including fees and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇expenses invoiced by ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect LLP prior to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Sixth Amendment Effective Date). 3.3 The Administrative Agent shall have received, no Default together with title information previously delivered to the Administrative Agent satisfactory title information on at least 80% of the total value of the Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 3.4 The Administrative Agent shall have received duly executed and notarized deeds of trust/mortgages or Event supplements to existing deeds of trust/mortgages in form satisfactory to the Administrative Agent, to the extent necessary so that the Mortgaged Properties represent at least 85% of the total value of the Oil and Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 3.5 No Default shall have occurred and be continuingcontinuing as of the Sixth Amendment Effective Date. 3.6 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Sixth Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 aboveThe amendments contained herein shall only be effective upon the satisfaction or waiver of each of the following conditions precedent (the date of such satisfaction, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Second Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) The the execution and delivery of this Amendment by the Loan Parties, the Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) and the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Lenders; (b) The receipt by the Administrative Agent shall have received of such certificates of resolutions or other corporate action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a written Responsible Officer in connection with the Amendment; (c) receipt by the Administrative Agent of an opinion of ▇▇Weil, Gotshal & ▇▇▇▇▇▇ Chance US LLP (addressed LLP, U.S. counsel to the Administrative Agent and dated the Amendment Effective Date) Loan Parties, in the form attached hereto as Exhibit A hereto stating that (i) the transfer and an opinion of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇ Gervais LLP, Canadian counsel to the Loan Parties, in the form attached as Exhibit B hereto, in each case addressed to the Administrative Agent and each Lender; (d) the Specified U.S. Borrower shall have paid (i) to the Administrative Agent, for the benefit of each Lender executing this Amendment prior to or concurrently with the effectiveness thereof, an amendment fee in an amount as agreed by the Administrative Agent and the Specified U.S. Borrower and (ii) all invoiced and accrued fees and reasonable and documented expenses of the Administrative Agent and ▇▇▇▇▇▇▇ with Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, as sole lead arranger in respect to Irish law of this Amendment (including the reasonable and documented fees and expenses of Shearman & Sterling LLP, counsel for the Administrative Agent and a joint lead arranger in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.respect of this Amendment); (de) The without duplication of any amounts paid pursuant to Section 2(d), payment of all other fees required to be paid to the Administrative Agent and the Lenders on or before the Second Amendment Effective Date and all expenses in connection with this Amendment required to be reimbursed in accordance with Section 11.04 of the Credit Agreement; (f) receipt by the Administrative Agent of new flood zone determinations and, if applicable, evidence of flood insurance, in respect of the properties subject to a Mortgage, in each case to be reasonably satisfactory to the Administrative Agent; (g) receipt by the Administrative Agent of a certificate from a Responsible Officer of each of the Specified U.S. Borrower and the Canadian Borrower, in form and substance reasonably satisfactory to the Administrative Agent and dated as of the Second Amendment Effective Date, certifying that (x) no Default or Event of Default has occurred and is continuing, (y) the representations and warranties of Financing Trustset forth in the Credit Agreement are true and correct in all material respects, ILFCexcept to the extent that such representations and warranties specifically refer to an earlier date, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof in which case they shall be true and correct in all material respects.respects as of such earlier date and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Credit Agreement, respectively and (z) all Loan Parties not organized in Canada, Delaware, California or Florida are in good standing and that their respective organizational documents have not changed since December 17, 2009 (or February 15, 2011 in the case of Ergotron, Inc. or May 23, 2011 in the case of TV One Broadcast Sales Corporation, Barcom Asia Holdings, LLC and Barcom China Holdings, LLC), except as otherwise disclosed therein; and (eh) On receipt by the Amendment Effective Date, no Default Administrative Agent of good standing certificates for each Loan Party in the jurisdiction of such Loan Party's incorporation or Event of Default shall have occurred and be continuingformation.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate obligations of ILFC stating each Interim Lender to participate in each Interim Loan are subject only to the conditions precedent that on the date on which that Interim Loan is to be made: (i) the transfer Interim Facility Agent has received (or acting at the direction of ILFC’s assets the Majority Interim Lenders waived the requirement to receive) all of the documents and properties substantially evidence referred to in Schedule 3 (Conditions Precedent), where required, in form and substance satisfactory to it (acting reasonably or, as an entirety to Financing Trust pursuant to applicable, on the Transfer Agreements and instructions of the Majority Interim Lenders (each acting reasonably)); (ii) this Amendment complies with Section 5.17 the Major Representations are accurate in all material respects (and if qualified by materiality, in all respects) and will remain accurate in all material respects (and if qualified by materiality, in all respects) immediately after the making of that Interim Loan; (iii) no Major Event of Default is continuing or would result from the making of that Interim Loan; and (iv) it is not, since the date on which such Interim Lender first became a Party, illegal in any applicable jurisdiction for such Interim Lender to make, or to allow to remain outstanding, that Interim Loan provided that such Interim Lender has notified the Obligors’ Agent immediately upon becoming aware of the Credit Agreement relevant issue in accordance with Clause 10.3 (Illegality), and provided further that all conditions precedent such illegality alone will not excuse any other Interim Lender from participating in the Credit Agreement relating to such transfer have been complied withrelevant drawdown and will not in any way affect the obligations of any other Interim Lender. (b) The Administrative Interim Facility Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to notify the Administrative Obligors’ Agent and dated the Amendment Effective DateInterim Lenders promptly upon being satisfied that the conditions described in paragraph (a)(i) in the form attached hereto as Exhibit A hereto stating that above have been received by it or waived. The Interim Lenders authorise (ibut do not require) the transfer of ILFC’s assets and properties substantially as an entirety Interim Facility Agent to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and give that all conditions precedent in the Credit Agreement relating to such transfer have been complied withnotification. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as The effectiveness of the date notified by ILFC Incremental Term Loans shall be subject to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingcontinuing on the date of the effectiveness of the Incremental Term Loan and no Default or Event of Default would occur as a result of the effectiveness of the Incremental Term Loan; (ii) the Administrative Agent shall have received a certificate of a Responsible Officer of Borrower certifying that: (A) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents is true and correct in all material respects immediately prior to, and after giving effect to, the incurrence of the Incremental Term Loan as if made on and as of each such date except to the extent such representations or warranties are made as of a specified date, in which case, such representations and warranties shall be true and correct in all material respects as of such date; (B) giving pro forma effect to such Incremental Term Loans and the application of the proceeds thereof, the Borrower shall be in compliance with Section 9.01 and have unrestricted cash and/or unused Delayed Draw Commitments, of at least $10,000,000; and (C) such Incremental Term Loans together with the sum of (I) the aggregate principal amount of all outstanding Loans and LC Exposure, (II) the amount of the Yield Maintenance Amount calculated as of such date on the principal amount of all outstanding Loans, LC Exposure and such proposed Incremental Term Loans and (III) the amount of the Call Protection Amount calculated as of such date on the principal amount of all outstanding Loans, LC Exposure and such proposed Incremental Term Loans does not constitute Excess First Lien RBL Obligations or any similar or corresponding term in any other applicable intercreditor agreements; (iii) the Administrative Agent shall have received any customary closing documents or information, including legal opinions, board resolutions, officers’ certificates, certificates from independent engineers and reaffirmations agreements, reasonably requested by the Administrative Agent, in a form consistent with those delivered on the Effective Date under Section 6.01 to the extent applicable; (iv) each New Lender shall have executed and delivered to the Administrative Agent a New Lender Supplement and such other agreements and documentation as the Administrative Agent shall reasonably specify to evidence the New Lender becoming a Lender hereunder, and this Agreement and the other Loan Documents shall have been amended in accordance with Section 2.05(d); (v) either (A) the Delayed Draw Commitment shall have been fully drawn hereunder or (B) the Delayed Draw Commitment Termination Date shall have occurred; and (vi) such other conditions, if any, as the Borrower, the Incremental Term Lenders and Administrative Agent may agree.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco ILFC and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) ▇▇▇▇▇▇▇▇ Chance, Luxembourg with respect to Luxembourg law and in relation to the Borrower and in the form attached hereto as Exhibit E hereto, (vi) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E F hereto and (vvi) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Grandparent Holdco, Parent Holdco, Irish Subsidiary Holdco Holdco, AIL and AICL in the form attached hereto as Exhibit F G hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become be effective as upon satisfaction of the following conditions precedent (the date notified by ILFC to the Administrative Agent (on which such conditions have been satisfied, the “Amendment Effective Date”): (a) Receipt by the Domestic Administrative Agent of counterparts of this Amendment duly executed by the Borrowers, the Guarantors, the Required Lenders, the Required Domestic Revolving Lenders, the Required Canadian Revolving Lenders, each Domestic L/C Issuer and Bank of America, N.A., as Administrative Agent; (b) Receipt by the Domestic Administrative Agent (i) for the account of (x) each Lender that has the right under the Credit Agreement to approve this Amendment and that has executed this Amendment on or prior to 2:00 p.m., New York City time, on March 16, 2009 and (y) each other Lender that has not been given the opportunity to access this Amendment and consent thereto (each of the Lenders described in the foregoing clauses (x) and (y) a “Consenting Lender”), provided a fee equal to 1.00% of the aggregate amount of each such Consenting Lender’s (A) Canadian Revolving Commitment, (B) Canadian Swing Line Commitment, (C) Domestic Revolving Commitment and (D) portion of the Term Loan outstanding and (ii) any fees and expenses of the Administrative Agents (including reasonable attorneys’ fees of the Administrative Agents) in connection with the Loan Documents; (c) Receipt by BAS of all fees, expenses and other amounts that have become due and payable to BAS, in its capacity as arranger of the following conditions precedent are satisfied Amendment, on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust Date pursuant to the Transfer Agreements that certain letter agreement dated as of March 9, 2009 between GGC and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.BAS; (d) The representations Receipt by any Administrative Agent of such other documents, instruments, agreements and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects.information as reasonably requested by such Administrative Agent; and (e) On the Amendment Effective Date, no Default or Event of Default GGC’s new U.S. and Canadian accounts receivable securitization facility shall have occurred and be continuingbecome effective (or shall become effective substantially simultaneously with the effectiveness of this Amendment).

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment is subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that all of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) fully executed counterparts of all documents and other deliverables listed on the transfer of ILFC’s assets closing memorandum attached as Exhibit B hereto, in each case, in form and properties substantially as an entirety to Financing Trust pursuant substance acceptable to the Transfer Agreements Administrative Agent (collectively, the “Amendment Documents”) and (ii) this Amendment complies all fees and expenses payable by the Borrower on the date hereof to the Credit Parties in accordance with Section 5.17 the terms of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withTransaction Documents. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to such documents and certificates as the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant shall have reasonably requested on or prior to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withdate hereof. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or No Event of Default or Unmatured Event of Default, as set forth in Section 9.01 of the Receivables Financing Agreement, shall have occurred and be continuing. (d) PNC, as the Administrative Agent, as a Committed Lender and as the Group Agent for the PNC Group, TD Bank, as a Related Committed Lender and as the Group Agent for the TD Bank Group, and the Conduit Lender, in each case, under the Receivables Financing Agreement, as applicable, shall have received all fees and other amounts due and payable to it under the Transaction Documents and in connection with the Amendment Documents on or prior to the date hereof, including, to the extent invoiced, payment or reimbursement of all fees and expenses (including reasonable and documented out-of-pocket fees, charges and disbursements of counsel) required to be paid or reimbursed on or prior to the date hereof. To the extent such fees and other amounts have not yet been invoiced, the Borrower agrees to remit payment to the applicable party promptly upon receipt of such invoice.

Conditions Precedent. As provided in Section 2 above, The effectiveness of this Amendment is expressly conditioned upon the amendments to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that each of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) this Amendment, duly authorized, executed and delivered by each Loan Party and the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Required Lenders; (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent Fee Letter, duly authorized, executed and dated delivered by the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Borrowers; (c) The Administrative Agent shall have received a written opinion (in each case addressed to as of the Administrative Agent and dated the Nineteenth Amendment Effective Date) with respect Date and immediately after giving effect to this Amendment from each of (iincluding the Specified Waivers) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. Term Loan Twelfth Amendment (e) On the Amendment Effective Dateas defined below), no Default or Event of Default shall have occurred and be continuing; (d) as of the Nineteenth Amendment Effective Date and immediately after giving effect to this Amendment (including the Specified Waivers) and the Term Loan Twelfth Amendment, the representations and warranties set forth in Section 4 hereof shall be true and correct in all material respects (without duplication of any materiality qualifier); (e) Agent shall have received, in form and substance satisfactory to Agent, an amendment to the Term Loan Agreement (the “Term Loan Twelfth Amendment”), duly authorized, executed and delivered by the Borrowers, the Guarantors, the Term Loan Agent and the Term Loan Lenders; (f) Agent shall have received, in form and substance satisfactory to Agent, the 2025 Equity Line of Credit Agreement, duly authorized, executed and delivered by the parties thereto; and (g) the Loan Parties shall have paid (or shall pay substantially concurrently with the Nineteenth Amendment Effective Date): (i) all fees required to be paid to Agent and the Lenders on the Nineteenth Amendment Effective Date pursuant to the Fee Letter and (ii) all costs, expenses and fees owed to Agent and the Lenders in connection with the preparation, execution and delivery of this Amendment to the extent invoiced prior to the Nineteenth Amendment Effective Date. Agent shall notify the Borrowers in writing of the effectiveness of this Amendment, which notice shall be conclusive and binding on all parties to the Credit Agreement. For the avoidance of doubt, it is understood and agreed that such written notification shall not be a condition to the effectiveness of this Amendment or the occurrence of the Waiver Effective Date or the Nineteenth Amendment Effective Date.

Conditions Precedent. As provided in Section 2 above, Each of the amendments following shall be the only conditions precedent to the making of an Incremental Term Loan and establishment of any Incremental Revolving Credit Agreement contemplated hereby Commitment: (i) The Borrower shall become effective as of the date notified by ILFC deliver to the Administrative Agent (a certificate of the “Amendment Borrower, dated as of the Increase Effective Date”, signed by a Responsible Officer of the Borrower and certifying the attachment of the resolutions adopted by each Loan Party, if any, approving or consenting to such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment or, as applicable, the guaranty of the Obligations of the Borrower in respect thereof. (ii) Each of the conditions precedent set forth in Sections 5.2(a) - (c) shall be satisfied (subject to Section 1.5 with respect to a Limited Condition Acquisition), provided . (iii) The Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent (including by delivery of the Compliance Certificate contemplated by clause (iv) immediately below) that the following conditions precedent are satisfied on or Incremental Cap would not be exceeded (or, prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed date financial statements are first delivered to the Administrative Agent and dated the Amendment Effective Date) pursuant to Section 6.1, as set forth in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant Pro Forma Financial Statements), but giving effect, on a pro forma basis, to the Transfer Agreements requested Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment (as if such requested Incremental Term Loan had been made on such day and (ii) this Amendment complies with Section 5.17 assuming the full amount available under any Incremental Revolving Credit Commitment is drawn and excluding the cash proceeds of the any such Incremental Term Loans or Incremental Revolving Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withCommitments). (civ) The Administrative Agent Borrower shall have received a written opinion (in each case addressed delivered to the Administrative Agent a Compliance Certificate certifying as to compliance with the requirements of clauses (ii) and dated the Amendment Effective Date(iii) above, together with respect all reasonably detailed calculations evidencing compliance with clause (iii) above. (v) The Borrower shall (x) deliver to any Lender providing any portion of any such newly requested Incremental Term Loan or Incremental Revolving Credit Commitment any new or replacement Notes requested by such Lender, and (y) have executed any amendments to this Amendment Agreement and the other Loan Documents as may be reasonably required by the Administrative Agent to effectuate the provisions of this Section 2.24, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the UCC or other applicable law to secure the Obligations in respect of such Incremental Term Loans and, if applicable, Incremental Revolving Credit Commitments. (vi) The Borrower shall have paid to the Administrative Agent any fees (including any upfront fees) required to be paid pursuant to the terms of any fee letter in connection with such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment and shall have paid to any Lender any fees required to be paid to such Lender in connection with such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment. (vii) Solely in connection with any such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment that is being requested by the Borrower for the sole purpose of financing the consideration payable by the Borrower in connection with a Permitted Acquisition undertaken from each and after the Closing Date, the Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent that such acquisition is a Permitted Acquisition. (iviii) ▇▇▇▇▇▇▇▇ Chance US LLP with respect If any such Incremental Term Loan is to New York law be secured by a Lien on Collateral ranking junior to any Lien securing the Obligations, an intercreditor agreement in the form attached hereto as Exhibit B hereto, (ii) in-house counsel reasonably satisfactory to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, The effectiveness of this Amendment is expressly conditioned upon the amendments to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that each of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) this Amendment, duly authorized, executed and delivered by each Loan Party and the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withRequired Lenders. (b) The Administrative Agent shall have received a written opinion As of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Twelfth Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets Date and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect immediately after giving effect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFCAmendment, the Acceding Obligors Specified Waivers and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. Revolving Loan Amendment (e) On the Amendment Effective Dateas defined below), no Default or Event of Default shall have occurred and be continuing. (c) As of the Twelfth Amendment Effective Date and immediately after giving effect to this Amendment, the Specified Waivers and the Revolving Loan Amendment, the representations and warranties set forth in Section 6 hereof shall be true and correct in all material respects (without duplication of any materiality qualifier). (d) Agent shall have received, in form and substance reasonably satisfactory to Agent, a waiver and amendment under the Revolving Loan Agreement (the “Revolving Loan Amendment”), duly authorized, executed and delivered by the Borrowers, the Guarantors, the Revolving Loan Agent and the Revolving Loan Lenders. (e) Agent shall have received, in form and substance satisfactory to Agent, the 2025 Equity Line of Credit Agreement, duly authorized, executed and delivered by the parties thereto. Agent shall notify the Borrowers in writing of the effectiveness of this Amendment, which notice shall be conclusive and binding on all parties to the Credit Agreement. For the avoidance of doubt, it is understood and agreed that such written notification shall not be a condition to the effectiveness of this Amendment or the occurrence of the Waiver Effective Date or the Twelfth Amendment Effective Date.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit This Agreement contemplated hereby shall become effective as only upon satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to before the Amendment Effective Datedate hereof: (a) The execution and delivery of this Agreement by the Borrower, the Administrative Agent, and the Required Lenders; (b) execution and delivery by the Guarantors of the Consent, Reaffirmation, and Agreement of Guarantors attached hereto; (c) the Administrative Agent shall be satisfied with the terms and conditions of the Specified Secured Subordinated Debt, and the documentation evidencing the Specified Secured Subordinated Debt shall otherwise be in form and substance satisfactory to the Administrative Agent and the Lenders; (d) the Specified Intercreditor Agreement shall have been executed and be in full force and effect and Administrative Agent shall have received an officers’ certificate evidence that the Specified Secured Subordinated Debt shall have been, or substantially concurrently shall be, funded to or on behalf of ILFC stating that Borrower; (ie) the transfer Administrative Agent shall be satisfied with the terms and conditions of ILFC’s assets the Specified Unsecured Subordinated Debt, and properties substantially as an entirety to Financing Trust pursuant the documentation evidencing the Specified Unsecured Subordinated Debt shall otherwise be in form and substance satisfactory to the Transfer Agreements Administrative Agent and the Lenders; (iif) this Amendment complies with Section 5.17 of the Credit Specified Subordination Agreement and that all conditions precedent in the Credit Agreement relating to such transfer shall have been complied with. (b) The executed and be in full force and effect and Administrative Agent shall have received evidence that the Specified Unsecured Subordinated Debt shall have been, or substantially concurrently shall be, funded to or on behalf of Borrower; (g) after giving effect to the transactions occurring on the Second Amendment Effective Date (including, without limitation, the Second Amendment Effective Date Restricted Payment), the Borrower must have a minimum of an additional $35,000,000 of Unrestricted Cash added to the balance sheet from the Subordinated Indebtedness incurred on the Second Amendment Effective Date; (h) The Specified Merger Agreement shall have been consensually terminated by the parties thereto pursuant to a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed agreement provided to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that Agent; (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant The Borrower shall have paid to the Transfer Agreements Administrative Agent, for the account of the Lenders, an upfront fee of $315,000, which fee once paid shall be non-refundable; and (j) The Borrower shall have paid to the Administrative Agent, for the account of the applicable parties, all fees and expenses (iiincluding legal fees and expenses) this Amendment complies with Section 5.17 of due and payable under the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withconnection with this Agreement. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (such date, the “Amendment Effective Date”), provided that ) when each of the following conditions precedent are is satisfied (or waived in accordance with Section 12.1 of the Credit Agreement): 4.1 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable in connection with this Amendment or any other Credit Document on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate , including, to the extent invoiced, reimbursement or payment of ILFC stating that (i) all out-of-pocket expenses required to be reimbursed or paid by the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust Company pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the or any other Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withDocument. (b) 4.2 The Administrative Agent shall have received a written opinion counterpart of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of signed by the Credit Agreement Company and that all conditions precedent in Lenders constituting the Credit Agreement relating to such transfer have been complied withRequired Lenders. (c) 4.3 The Administrative Agent shall have received a written opinion (in each case addressed to certificate from a Responsible Officer of the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.Company certifying that: (da) The representations and warranties of Financing Trust, ILFC, contained in the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be Credit Agreement are true and correct in all material respects. respects (eunless already qualified by materiality, in which case such applicable representation and warranty is true and correct) On as of the Amendment Effective Date, no Date (or as of such earlier date if the representation or warranty specifically relates to an earlier date); and (b) No Default or Event of Default shall have has occurred and is continuing. The Administrative Agent is hereby authorized and directed to declare this Amendment to be continuingeffective (and the Amendment Effective Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 (or the waiver of such conditions as permitted in Section 12.1 of the Credit Agreement). Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment shall be subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC following conditions, in each case, in form and substance reasonably satisfactory to the Administrative Agent (such date on which the Amendment becomes effective, the “Amendment No. 5 Effective Date”)): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Company, provided the Borrower, the Guarantors, the Specified Additional Guarantors and the Lenders; (b) the Administrative Agent shall have received a certificate of a Responsible Officer in form and substance reasonably satisfactory to the Administrative Agent certifying that (i) the conditions set forth in clauses (d) and (f) of this Section 2.1 have been satisfied and (ii) that the following conditions precedent resolutions of the board of directors or other appropriate governing body delivered to the Administrative Agent on the Amendment No. 4 Effective Date and attached hereto on Schedule 1 have not been amended or changed in any way, are satisfied still in full force and effect and authorize the entry into, and performance by the Credit Parties of their respective obligations under, Amendment No. 5; (c) immediately prior to and after giving effect to this Amendment, no Event of Default or Default shall have occurred and be continuing; (d) the Administrative Agent and the Lenders shall have received all fees and amounts due and payable on or prior to the Amendment No. 5 Effective Date: , including, to the extent invoiced by 11:00 am CDT on the Amendment No. 5 Effective Date (a) The Administrative Agent shall have received an officers’ certificate or such shorter time as the Borrower may agree in its sole discretion), reimbursement or payment of ILFC stating that (i) all out-of-pocket expenses required to be reimbursed or paid by the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust Borrower pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 12.03 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Agreement; and (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (ie) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section contained in Article 3 hereof shall be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) on and as of the date hereof as though made on and as of the date hereof (although any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) as of the specified earlier date). For purposes of determining whether the conditions set forth in this Section 2.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Lender, as the case may be. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent obligation of Lender to make the initial advance on the Term Loan is subject to Borrowers’ satisfaction, in Lender’s sole discretion, of the following conditions precedent: (1) Borrowers shall be in compliance in all material respects with all existing obligations, there shall be no default at closing, and all representations and warranties in connection with existing obligations must be true in all material respects. (2) the negotiation, execution, and delivery of Loan Documents in Proper Form, including, but not limited to, the following: (i) this Loan Agreement; (ii) the Term Note; (iii) the Security Agreement; (iv) the Collateral Assignment; (v) the Guaranties; (vi) Borrowing Resolution; (vii) Guarantor Resolution for General Partner; and (viii) Trustee Certifications from each of the Trust Guarantors. (3) satisfactory evidence that Lender holds perfected liens and security interests in all collateral for the Secured Obligations, subject to no other liens or security interests other than the Permitted Liens (as defined below). (4) there shall not have received an officers’ certificate of ILFC stating that occurred any result, occurrence, condition, change, fact, event, circumstance, or effect that, individually or in the aggregate, has caused or would reasonably be expected to cause a material adverse change in (i) the transfer financial condition, business, assets, properties, liabilities (actual and contingent), operations or results of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and operations of Borrowers or any Guarantors, (ii) this Amendment complies with Section 5.17 the ability of the Credit Agreement Borrowers or any Guarantors to own their assets and that all conditions precedent conduct business in the Credit Agreement relating ordinary course as presently owned and conducted, or (iii) the ability of Borrowers or any Guarantors to such transfer have been complied withperform their obligations under or consummate the transactions contemplated by the Loan Documents (collectively “Material Adverse Change”). (b5) The Administrative Agent shall have received there being no order or injunction or other pending or threatened litigation in which there is a written opinion reasonable possibility, in Lender’s judgment, of a decision which could result in a Material Adverse Change. MAALT, L.P., et al June 15, 2014 (6) Lender’s receipt and review, with results satisfactory to Lender and its counsel, of information regarding litigation, tax, accounting, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, and contingent liabilities of Borrowers. (7) Borrowers’ establishment of an operating account with Lender. (8) Lender’s receipt and satisfactory review of the Restated Sand Purchase Agreement dated effective June 1, 2014, between EOG RESOURCES, INC., a Delaware corporation, and ▇▇▇▇▇▇▇▇ Chance US LLP PROSPECTS, LTD., a Texas limited partnership dba Vista Sand (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with“EOG Contract”). (c9) The Administrative Agent shall have received a written opinion Lender’s receipt and satisfactory review of the Transloading Agreement. (in each case addressed to the Administrative Agent 10) UCC terminations of all UCC filings by Univest Capital Inc. against MAALT. (11) Intercreditor agreements between Lender and dated the Amendment Effective Date) with respect to this Amendment from each of (i) Woodhaven National Bank and ▇▇▇▇▇▇▇▇ Chance US LLP with respect National Bank, respectively. (12) Borrowers shall deliver certificates of the appropriate government officials of the state of incorporation or organization of Borrowers and General Partner as to New York law in the form attached hereto as Exhibit B heretoexistence and good standing of Borrowers and Guarantors, each dated within ten (10) days prior to the date of this Loan Agreement. (b) Lender will not be obligated to make the Loans or any subsequent advance on the Loans, if, prior to the time that a loan or advance is made, (i) there has been any Material Adverse Change, (ii) in-house counsel to ILFC with any representation or warranty made by Borrowers in this Loan Agreement or the other Loan Documents is untrue or incorrect in any material respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in as of the form attached hereto as Exhibit C heretodate of the advance or loan, (iii) MorrisLender has not received all Loan Documents appropriately executed by Borrowers, NicholsGuarantors, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D heretoall other proper parties, (iv) NautaDutilh with respect to Dutch law Lender has requested that Borrowers or Guarantors execute additional loan or security documents and in relation to AerCap those documents have not yet been properly executed, delivered, and AAS in the form attached hereto as Exhibit E hereto and recorded, (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Borrowers are not in compliance with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. all reporting requirements, or (dvi) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or an Event of Default shall have (as defined below) has occurred and be is continuing.

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment is subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The the US Administrative Agent and the Canadian Administrative Agent shall have received an officers’ certificate counterparts of ILFC stating that (i) this Amendment, duly executed by the transfer of ILFC’s assets Borrowers, the Guarantors and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withMajority Lenders. (b) The the US Administrative Agent shall have received a new US Notes in favor of all Lenders requesting the same, duly executed by the US Borrower, in form and substance satisfactory to the US Administrative Agent and such Lenders. (c) the US Administrative Agent shall have received the favorable written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Chance US LLP (addressed LLP, special counsel to the Credit Parties, covering such matters relating to the this Amendment and the Loan Documents as the US Administrative Agent shall reasonably request and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant substance satisfactory to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating US Administrative Agent. The Borrowers hereby request such counsel to deliver such transfer have been complied withopinions. (cd) The the US Administrative Agent shall have received a written opinion certificate signed by a Responsible Officer of the US Borrower certifying that (in each case addressed A) after giving effect to the Administrative Agent and dated Amendment, the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties contained in Article IV of Financing Trust, ILFC, the Acceding Obligors Credit Agreement and the Borrower Parties party hereto pursuant other Loan Documents are true and correct, except to Section 3 hereof shall be the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that the representations and warranties contained in all material respects. subsection (ea) On of Section 4.4 of the Amendment Effective DateCredit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 5.2 of the Credit Agreement; and (B) no Default or Event of Default exists and is continuing. (e) the US Administrative Agent shall have occurred received a true and be continuingcomplete list of all Certificated Equipment (as defined in the US Security Agreement) owned by any U.S. Credit Party, in form satisfactory to the US Administrative Agent. (f) all fees and expenses payable to the US Administrative Agent, the Canadian Administrative Agent and the Lenders (including the reasonable fees and expenses of counsels to the US Administrative Agent and the Canadian Administrative Agent) invoiced prior to this date shall have been paid in full. (g) the US Administrative Agent shall have received such other documents as the US Administrative Agent or special counsel to the US Administrative Agent may reasonably request.

Conditions Precedent. As provided This Fourth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “Fourth Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 5.1 The Administrative Agent shall have received an officers’ certificate from all the Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) this Fourth Amendment signed on behalf of such Person. 5.2 The Administrative Agent and the transfer of ILFC’s assets Lenders shall have received all fees and properties substantially as an entirety to Financing Trust pursuant other amounts due and payable on or prior to the Transfer Agreements Fourth Amendment Effective Date. 5.3 The Administrative Agent shall have received new duly executed Notes payable to the order of Barclays Bank PLC, Branch Banking and (ii) this Amendment complies with Section 5.17 Trust Company, IberiaBank, JPMorgan Chase Bank, NA., Royal Bank of Canada, Sovereign Bank, N.A. and Texas Capital Bank, N.A., to the extent requested by each such Lender, in a principal amount equal to the applicable new Maximum Credit Amount of such Lender, dated as of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withFourth Amendment Effective Date. (b) 5.4 No Default shall have occurred and be continuing as of the Fourth Amendment Effective Date. 5.5 The Administrative Agent shall have received a written opinion certificate of ▇▇▇▇▇▇▇▇ Chance US LLP a Responsible Officer of the Borrower certifying that Legacy Reserves Operating LP is concurrently consummating the Acquisition in accordance with the terms of the Acquisition Documents (addressed with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto) and acquiring substantially all of the Properties contemplated by the Acquisition Documents. 5.6 The Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent Agent, satisfactory title information on at least 80% of the total value of the Oil and dated Gas Properties of the Amendment Effective Date) in Borrower and the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant Subsidiaries after giving effect to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAcquisition. (c) 5.7 The Administrative Agent shall have received a written opinion (duly executed and notarized deeds of trust and/or mortgages or supplements to existing deeds of trust and/or mortgages in each case addressed form satisfactory to the Administrative Agent Agent, to the extent necessary so that the Mortgaged Properties represent at least 80% of the total value of the Oil and dated Gas Properties of the Amendment Effective Date) with respect Borrower and the Subsidiaries after giving effect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAcquisition. (d) 5.8 The representations Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and warranties directed to declare this Fourth Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of Financing Trustthe Administrative Agent, ILFC, compliance with the Acceding Obligors and conditions set forth in this Section 5 or the Borrower Parties party hereto pursuant to waiver of such conditions as permitted in Section 3 hereof 12.02 of the Credit Agreement. Such declaration shall be true final, conclusive and correct in binding upon all material respectsparties to the Credit Agreement for all purposes. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments The obligation of Additional Lender to become a party to the Credit Agreement contemplated hereby shall become effective as a Lender thereunder, to issue its Commitment pursuant thereto and hereto and to provide extensions of the date notified by ILFC credit to the Administrative Agent (Borrower thereunder is subject to the “Amendment Effective Date”), provided that satisfaction of each of the following conditions precedent are satisfied on or prior to before the Amendment Joinder Effective Date: (a) The to the extent requested by Additional Lender, the Borrower shall have executed and delivered to Additional Lender the Additional Lender Note; (b) the Administrative Agent shall have received an officers’ certificate duly executed counterparts of ILFC stating that this Additional Lender Agreement from the Borrower and Additional Lender, each of which shall be originals or facsimiles or electronic files (ie.g., PDF) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.unless otherwise specified; (c) The Administrative Agent the Borrower shall have received a written opinion (in each case addressed delivered to Additional Lender and the Administrative Agent (1) a certificate of an authorized officer of each Loan Party dated as of the Joinder Effective Date and certifying that attached thereto are resolutions of the board of directors, managers, members or other appropriate authority of such Loan Party dated on or prior to the Amendment Joinder Effective Date) Date approving this Additional Lender Agreement, and all other documents, if any, to which such Loan Party is required to enter pursuant to this Additional Lender Agreement and evidencing corporate or other applicable authorization with respect to this Amendment such documents and the addition to Commitments contemplated hereby; and (2) a good standing certificate, as of a recent date, for each Loan Party from each its jurisdiction of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law organization or the substantive equivalent available in the form attached hereto as Exhibit B hereto, jurisdiction of organization for each Loan Party from the appropriate governmental officer in such jurisdiction; (iid) in-house counsel the Borrower shall have delivered to ILFC with respect the extent applicable to California law the increase contemplated hereby and in relation reasonably requested by the Administrative Agent at least ten (10) Business Days prior to ILFC, Parent Holdco the Joinder Effective Date to Additional Lender and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇Administrative Agent an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ L.L.P., counsel to the Borrower dated as of the Joinder Effective Date addressed to Additional Lender and the Administrative Agent and covering such matters consistent with respect the opinions delivered on the Effective Date and to Irish law the extent the Additional Lender or the Administrative Agent and in relation to Irish Subsidiary Holdco in its counsel reasonably request the form attached hereto as Exhibit F hereto.same; (de) The the Borrower shall have delivered to Additional Lender and the Administrative Agent a certificate of a Financial Officer of the Borrower dated as of the Joinder Effective Date and certifying, immediately before and immediately after giving effect to the addition to Commitments being effected hereunder, that (i) no Default exists, (ii) if a Cash Dominion Activation Period is in effect immediately before or will be in effect immediately after giving effect to such increase, the Borrower will be in compliance (on a pro forma basis) with the covenant contained in Section 6.12 of the Credit Agreement immediately after giving effect to the increase and (iii) the representations and warranties of Financing Trustthe Borrower contained herein and in Article III of the Credit Agreement and in the other Loan Documents are true and correct in all material respects (provided that such representations and warranties shall be true in all respects if they are already qualified by a materiality standard), ILFCexcept to the extent that such representation and warranty specifically refers to an earlier date, in which case it is true and correct in all material respects (provided that such representations and warranties shall be true in all respects if they are already qualified by a materiality standard) as of such earlier date; (f) the Acceding Obligors Borrower shall have paid [(a)] all reasonable costs, fees and expenses (including, without limitation, legal fees and expenses) associated with the Commitment increase and the Borrower Parties party hereto pursuant transactions contemplated hereby payable to the Administrative Agent, Increasing Lender and JPMorgan Chase Bank, N.A. (or any of its Affiliates), as applicable, to the extent required by Section 3 hereof 9.03 of the Credit Agreement [and (b) all other fees required by [the Fee Letter(s)]8]; (g) all representations and warranties contained herein, in Article III of the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects. respects (eprovided that such representations and warranties shall be true in all respects if they are already qualified by a materiality standard) On with the Amendment same effect as though such representations and warranties had been made on and as of the Joinder Effective DateDate immediately after giving effect to the increase contemplated hereby, no Default or Event except to the extent that such representations and warranties specifically refer to an earlier date, in which case shall be true and correct in all material respects (provided that such representations and warranties shall be true in all respects if they are already qualified by a materiality standard) as of Default shall have occurred and be continuing.such earlier date;

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of upon the first date notified by ILFC to on which the Administrative Agent following conditions precedent have been satisfied or waived (such date being the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) The Administrative Agent shall have received an officers’ received: i. counterparts of this Amendment, duly executed by the Borrower, the Administrative Agent, and the Lenders party hereto; ii. a copy of resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and any other Loan Documents to which it is a party, certified by the Secretary or other Responsible Officer of the Borrower as of the Amendment Effective Date, which certificate shall be in form and substance reasonably satisfactory to the Administrative Agent and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded; iii. a certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially Borrower, dated the Amendment Effective Date, as an entirety to Financing Trust pursuant to the Transfer Agreements incumbency and (ii) signatures of the Responsible Officers of the Borrower signing this Amendment complies with Section 5.17 and any other Loan Document, reasonably satisfactory in form and substance to the Administrative Agent, signed by the Secretary or other Responsible Officer of the Credit Agreement Borrower; and iv. true and that all conditions precedent in complete copies of the Credit Agreement relating to such transfer have been complied withcertificate of incorporation and by-laws of the Borrower, certified as of the Amendment Effective Date as complete and correct copies thereof by the Secretary or other Responsible Officer of the Borrower. (b) Upon the reasonable request of any Lender made at least 5 Business Days prior to the Amendment Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in order to comply with its obligations under applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case at least 3 days prior to the Amendment Effective Date. (c) All fees payable by the Borrower to the Administrative Agent, the Book Runners and any Lender on or prior to the Amendment Effective Date pursuant to this Agreement or the Amended Credit Agreement shall have been paid in full, in each case in the amounts and on the dates set forth herein or therein. (d) The Administrative Agent shall have received a written opinion evidence of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to payment or reimbursement by the Borrower of all Attorney Costs of the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and extent invoiced at least two (ii2) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating Business Days prior to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent’s reasonable estimate of Attorney Costs incurred or Event to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of Default shall have occurred accounts between the Borrower and be continuingthe Administrative Agent).

Conditions Precedent. As provided in Section 2 aboveThe effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Borrower, the amendments to Servicer, the Credit Agreement contemplated hereby Lenders (including the New Lender) and the Administrative Agent shall become effective as of the date notified by ILFC have executed and delivered this Amendment. 2.2. The Borrower shall have delivered, in form and substance satisfactory to the Administrative Agent Agent, resolutions of the board of directors or other governing body of the Borrower authorizing the increase of the Facility Limit as set forth in this Amendment and all other documents evidencing necessary corporate action (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:including shareholder consents) and government approvals. (a) 2.3. The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 executed copy of the Credit Agreement Second Amended and that all conditions precedent in Restated Fee Letter, dated as of the Credit Agreement relating date hereof, by and among the Borrower, the Administrative Agent and the Lenders (including the New Lender), as the same may be amended, restated or otherwise modified from time to such transfer have been complied withtime (the “Second Amended and Restated Fee Letter”). 2.4. The Lenders (bincluding the New Lender) shall have received all fees due and payable under the Second Amended and Restated Fee Letter. 2.5. The Borrower shall have delivered a Note payable to BTMU. 2.6. The Administrative Agent shall have received a written (i) an opinion of ▇▇▇▇▇▇▇▇ Chance US LLP legal counsel for the Borrower reasonably acceptable to the Administrative Agent covering general corporate and enforceability matters and (addressed ii) reliance letters from legal counsel of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, consenting to the New Lender’s reliance on the opinions issued in connection with the Credit and Security Agreement. 2.7. Such other documents and instruments incident to the execution and delivery of this Amendment, in a form reasonably satisfactory to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto its counsel, as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to may be reasonably requested by the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAgent. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided This First Amendment shall not be deemed to be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 9.08 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “First Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 8.1 The Administrative Agent shall have received an officers’ certificate from the requisite Lenders, the Swing Line Lenders, the Issuing Banks, the other Agents, the Borrowers and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) this First Amendment signed on behalf of such Persons. 8.2 The Administrative Agents and the transfer of ILFC’s assets Lead Arranger shall have received all Fees and properties substantially as an entirety to Financing Trust pursuant other amounts due and payable on or prior to the Transfer Agreements First Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including, without limitation, the reasonable fees, charges and (iidisbursements of counsel for the Agents) this Amendment complies with Section 5.17 of required to be reimbursed or paid by the Borrowers hereunder, under the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withor under any other Loan Document. (b) 8.3 The Applicable Administrative Agent shall have received a written opinion notice of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed each Borrowing to be made on the Administrative Agent and dated the First Amendment Effective Date) in the form attached hereto Date as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with required by Section 5.17 2.03 of the Amended Credit Agreement. 8.4 The representations and warranties set forth in Article III of the Amended Credit Agreement and in each other Loan Document shall be true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all conditions precedent respects) on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranty is true and correct in all material respects (provided that to the Credit Agreement relating extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such transfer have been complied withrepresentation and warranty is true and correct in all respects) as of such earlier date. (c) 8.5 No Default or Event of Default shall have occurred and be continuing, after giving effect to the terms of this First Amendment. 8.6 The shareholders of the U.S. Borrower shall have approved the Redomicile Transaction on or before May 15, 2015. 8.7 The Administrative Agent shall have received received, on behalf of itself, the other Agents, the Lenders and the Issuing Banks: (a) any Note requested by a Lender pursuant to Section 2.04 of the Amended Credit Agreement payable to such requesting Lender; (b) a favorable written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from of each of (i1) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ with LLP, U.S. counsel for the Borrowers, (2) Dentons Canada LLP, Canadian counsel to the Canadian Borrowers and the Parent Borrower, and (3) A▇▇▇▇▇ ▇▇▇▇▇ Leibler, Australian counsel to the Australian Secured Parties, in each case (A) dated on or about the First Amendment Effective Date, (B) addressed to the Agents, the Issuing Banks and the Lenders, and (C) covering such matters relating to the Loan Documents in respect of the jurisdiction of the relevant counsel as the Administrative Agent shall reasonably request, and the Borrowers hereby request such counsel to Irish law deliver such opinions; (c) a certificate as to the good standing or tax status of each Borrower and in relation to Irish Subsidiary Holdco in each Guarantor (other than an Australian Loan Party) or a certified copy of the form attached hereto certificate incorporation of each Australian Loan Party as Exhibit F hereto.of a recent date, from the Secretary of State or other relevant Governmental Authority of the state or jurisdiction of its organization; (d) The representations a certificate of the Secretary, Assistant Secretary or, in respect of an Australian Loan Party, director or company secretary (or such other corporate officer satisfactory to the Administrative Agent) of each Borrower and warranties each Guarantor dated as of Financing Trustthe First Amendment Effective Date and certifying (1) that attached thereto is a true and complete copy of the organizational documents of such Borrower or Guarantor as in effect on the First Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (2) below, ILFC(2) that (A) in the case of a Borrower or Guarantor other than an Australian Loan Party, attached thereto is a true and complete copy of, or (B) in the case of an Australian Loan Party, attached there is an extract of, resolutions duly adopted by the Board of Directors (or persons performing similar functions) of such Borrower or Guarantor authorizing the Transactions to be entered into by such Borrower or Guarantor and the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrowers, the Acceding Obligors borrowings under the Amended Credit Agreement, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (3) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects.or Guarantor; (e) On a certificate, dated the First Amendment Effective Date and signed by a Financial Officer of the Parent Borrower, certifying (1) compliance with the conditions precedent set forth in Section 4.01(b) and (c) of the Amended Credit Agreement, and (2) based on the Parent Borrower’s projections, in each case after giving pro forma effect (using the criteria therefor described in Section 6.04(i) of the Amended Credit Agreement) to the Borrowings contemplated under the Amended Credit Agreement on the First Amendment Effective Date, the Transactions and the other transactions contemplated thereby, that (A) the Parent Borrower and its subsidiaries, taken as a whole, will be Solvent on the First Amendment Effective Date and (B) the Parent Borrower and its subsidiaries will be in pro forma compliance (using the criteria therefor described in Section 6.04(i) of the Amended Credit Agreement) with Sections 6.10 and 6.11 of the Amended Credit Agreement as of the First Amendment Effective Date; (f) an amendment to the CAM Exchange Agreement dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agents (the “First Amendment to CAM Exchange Agreement”), duly executed by the Administrative Agents; (g) (1) an omnibus amendment to the U.S. Guarantee Agreement, U.S. Pledge Agreement and the U.S. Security Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, duly executed by the parties thereto, (2) an omnibus amendment to the Canadian Guarantee Agreement, the Canadian Pledge Agreement and the Canadian Security Agreement dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, duly executed by the parties thereto, and (3) an omnibus amendment to the Australian Guarantee Agreement, the Australian Security Deed, the Australian Security Trust Deed and the Australian Share Security Deed dated as of the First Amendment Effective Date, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, duly executed by the parties thereto; (h) a Parent Borrower Pledge Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Parent Borrower and each intermediary entity between the Parent Borrower and the U.S. Borrower, under which the Parent Borrower and such entities will pledge all of the outstanding Equity Interests owned by them, including, without limitation, all of the outstanding Equity Interests of the U.S. Borrower, in each case, to the Canadian Collateral Agent for the ratable benefit of the Secured Parties, together with certificates representing such Equity Interests, if any, accompanied by instruments of transfer and stock powers endorsed in blank, which shall be in the actual possession of the Canadian Collateral Agent and, if required, the registration of the applicable financing statements at the applicable personal property registry in Canada necessary to create a valid, legal and perfected first-priority Lien on the Collateral described therein (subject to any Lien expressly permitted by Section 6.02 of the Amended Credit Agreement), and all actions required to perfect the security interests granted pursuant to the Parent Borrower Pledge Agreement have been taken; (i) a Parent Borrower Security Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date duly executed by the Parent Borrower and each intermediary entity between the Parent Borrower and the U.S. Borrower, and each document (including each financing statement) required by law or reasonably requested by the Canadian Collateral Agent to be filed, registered or in order to create in favor of the Canadian Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority Lien on the Collateral (subject to any Lien expressly permitted by Section 6.02 of the Amended Credit Agreement) described in such agreement, and all actions required to perfect the security interests granted pursuant to the Parent Borrower Security Agreement have been taken; (j) an Australian general security deed, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Affiliate Australian Land Company, pursuant to which the Affiliate Australian Land Company will provide security with respect to the Obligations of the Australian Loan Parties and the Canadian Loan Parties; (k) the results of (i) a search of the Uniform Commercial Code filings or (ii) searches of filings at the applicable provincial or territorial personal property security registries in Canada, as applicable (made with respect to each Borrower and Guarantor in the state (or other jurisdiction) within the U.S. or Canada in which such person is organized, and the other jurisdictions in which Uniform Commercial Code filings (or equivalent PPSA (Alberta) or equivalent personal property security legislation of applicable provinces or territories in Canada) are to be made or amended pursuant to the preceding paragraph), together with copies of the financing statements (or similar documents) disclosed by such search, and accompanied by evidence satisfactory to the Collateral Agents that the Liens indicated in any such financing statement (or similar document) would be permitted under Section 6.02 of the Amended Credit Agreement or have been or will be contemporaneously released or terminated on the First Amendment Effective Date; (l) a Parent Borrower Guarantee Agreement, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Parent Borrower and each intermediary entity between the Parent Borrower and the U.S. Borrower; (m) a deed of guarantee and indemnity, in form and substance reasonably acceptable to the Administrative Agents and the Borrowers, dated as of the First Amendment Effective Date, duly executed by the Affiliate Australian Land Company, pursuant to which the Affiliate Australian Land Party will provide a guarantee with respect to the Obligations of the Australian Loan Parties and the Canadian Loan Parties; (n) with respect to the Parent Borrower, a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.02; (o) all documentation and other information that the Administrative Agents, the Lead Arranger or the Lenders shall have requested in order to comply with their respective obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case to the extent such documentation and other information shall have been reasonably requested not less than five (5) Business Days prior to the First Amendment Effective Date; (p) a certificate, dated the First Amendment Effective Date and signed by a Financial Officer of the Parent Borrower, certifying (1) true, correct and complete copies of all of the Inversion Documents and any financial statements required to be included in the Form 10, together with all amendments, supplements, waivers or other modifications thereto and (2) that (A) the SEC shall have declared effective the Form S-4 under the Securities Exchange Act of 1934, no Default stop order suspending the effectiveness of the Form S-4 shall be in effect and no proceedings for such purpose shall be pending before or Event threatened by the SEC, (B) the Merger Agreement (as defined in the Form S-4) has been adopted by the requisite vote of Default shareholders, (C) the Parent Borrower has been converted from an unlimited liability company to a limited company formed under the laws of British Columbia, Canada, (D) the Civeo Canada Common Shares (as defined in the Form S-4) to be issued pursuant to the Redomicile Transaction are authorized for listing on the NYSE, subject to official notice of issuance, (E) none of the parties to the Merger Agreement is subject to any decree, order or injunction that prohibits the consummation of the Redomicile Transaction, (F) any consents of any third party required to consummate the Redomicile Transaction have been obtained and are in full force and effect, and (G) the Certificate of Merger (as defined in the Merger Agreement) meeting the requirements of Section 251(c) of the Delaware General Corporation Law has been properly executed and filed in accordance with such section and all other filings or recordings as required by the Delaware General Corporation Law in connection with the Redomicile Transaction have been made; (q) evidence satisfactory to the Administrative Agent that the financial assistance shareholder approval process provided for in section 260B of the Australian Corporations Act allowing the Australian Borrower, Australian Holdco and the Australian Subsidiary Guarantors to provide financial assistance by entering into this Amendment and any other Loan Document has been completed (“Whitewash”), including (1) receiving copies of all corporate authorizations, explanatory statements and any other documents, forms or certificates necessary to complete the Whitewash process (all in form and substance reasonably satisfactory to the Administrative Agent) and (2) evidence that all requisite forms have been lodged with the Australian Securities and Investments Commission and the 14 day statutory period referred to in section 260B(6) of the Australian Corporations Act has elapsed; and (r) such other documents as Administrative Agent or special counsel to Administrative Agent may reasonably request. 8.8 The First Amendment Effective Date shall have occurred on or before September 30, 2015. The Administrative Agent is hereby authorized and directed to declare this First Amendment to be continuingeffective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 8 or the waiver of such conditions as permitted in Section 9.08 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment No. 1 shall become be effective as of the date notified by ILFC to hereof, but only upon the Administrative Agent (the “Amendment Effective Date”), provided that satisfaction of each of the following conditions precedent are satisfied on or prior precedent, in a manner satisfactory to the Amendment Effective DateAgent: (a) The Administrative 5.1 Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 No. 1, duly authorized, executed and delivered by Borrowers, Guarantors and all Lenders by no later than May 16, 2011; 5.2 Borrowers shall have delivered to Agent a true, correct and complete Borrowing Base Certificate as of April 18, 2011 and Borrowers shall have Excess Availability (after provision for payment of all fees and expenses of the Credit Agreement Lion Acquisition and that all conditions precedent in connection with this Amendment No. 1) of not less than the Credit Agreement relating to such transfer have been complied with. lesser of (a) $60,000,000 and (b) The Administrative eighteen (18%) percent of the Borrowing Base; 5.3 Agent shall have received all financial information, projections, budgets, business plans, cash flows and such other information as Agent shall request from time to time, including (a) projected monthly balance sheets, income statements, statements of cash flows and availability of Borrowers (giving effect to the anticipated purchase by Borrowers of the Lion Purchased Accounts, the inclusion of the Eligible Purchased Factored Accounts in the calculation of the Borrowing Base and the issuance for the account of Borrowers of Letters of Credit and other borrowings as they may request from time to time in accordance with the Credit Agreement, including for the benefit of creditors of Lion and/or in support of certain insurance and workers compensation or other obligations in respect of its business) for the period through first anniversary of date hereof, (b) projected annual balance sheets, income statements, statements of cash flows and availability of Borrowers (giving effect to the anticipated purchase by Borrowers of the Lion Purchased Accounts, the inclusion of the Eligible Purchased Factored Accounts in the calculation of the Borrowing Base and the issuance for the account of Borrowers of Letters of Credit and other borrowings as they may request from time to time in accordance with the Credit Agreement, including for the benefit of creditors of Lion and/or in support of certain insurance and workers compensation or other obligations in respect of its business) through the end of the 2014 fiscal year, in each case as to the projections described in clauses (a) and (b), with the results and assumptions set forth in all of such projections in form and substance satisfactory to Agent, and an opening pro forma balance sheet for Borrowers and Guarantors in form and substance satisfactory to Agent, and (c) any updates or modifications to the projected financial statements of Borrowers and Guarantors previously received by Agent, in each case in form and substance satisfactory to Agent; 5.4 Agent shall have received evidence, in form and substance satisfactory to Agent, that the maturity date of the Subordinated Working Capital Indebtedness and the Subordinated Note (together with the Amended and Restated Loan Agreement related thereto) shall each be extended to a written opinion date not earlier than one-hundred and eighty (180) days after the Maturity Date; 5.5 the Lion Acquisition and all conditions thereto (including, but not limited to, the receipt of ▇▇▇all releases from noteholders and other lenders as set forth in Schedule 3.3(a)(iv) of the Lion Acquisition Agreement) shall have been consummated and completed in accordance with the terms of the Lion Acquisition Agreement without any material amendment or waiver thereof, except as consented to by Agent, and otherwise in compliance with applicable law and regulatory approvals; 5.6 Agent shall have received evidence, in form and substance satisfactory to Agent, that each of the Lion/Ergon Debt (as defined in the Acquisition Agreement) and the Paline Note (as defined in the Acquisition Agreement) have been terminated and that Lion and any of its Subsidiaries have been released from all obligations arising therefrom; 5.7 Agent shall have received, in form and substance satisfactory to Agent, true, correct and complete copies of the Lion Acquisition Documents; 5.8 Agent shall have received, in form and substance satisfactory to Agent, a true, correct and complete executed copy of the Receivables Purchase Agreement and all other documents related thereto and executed in connection therewith; 5.9 Agent and Lenders shall have received payment of all fees as set forth in the Engagement Letter, dated March 30, 2011, by and between WFCF and Delek Refining (or such fees shall have been charged to any loan account(s) of Borrowers); 5.10 Agent shall have received, in form and substance satisfactory to Agent, the Lion Limited Recourse Guaranty, duly authorized, executed and delivered by Lion; 5.11 Agent shall have received, in form and substance satisfactory to Agent, the Collateral Assignment of Note Agreements, duly authorized, executed and delivered by Delek Refining and the related Acknowledgment, duly authorized, executed and delivered by Lion; 5.12 Agent shall have received, in form and substance satisfactory to Agent, the Lion Intercreditor Agreement, duly authorized, executed and delivered by Lion and Delek Refining; 5.13 Agent shall have received, in form and substance satisfactory to Agent, the Estoppel and Consent Agreement, duly authorized, executed and delivered by Ergon, Inc., Lion and Delek Refining; 5.14 Agent shall have received evidence, in form and substance satisfactory to Agent, that a UCC Financing Statement has been, or will be immediately upon consummation of the Acquisition, filed by Delek Refining, as secured party, against Lion, as debtor, with the Secretary of State of Arkansas with respect to the Purchased Lion Accounts and related assets and that such UCC Financing Statement has been assigned to Agent; 5.15 Agent shall have received UCC, federal and state tax lien and judgment searches against Delek Refining, Guarantors and Lion in each of their respective jurisdictions of incorporation and federal and state tax lien and judgment searches against Delek Refining, Guarantors and Lion in the jurisdictions of their respective chief executive offices and each other location where Delek Refining, Guarantors and Lion maintains Inventory; 5.16 Agent shall have received, in form and substance satisfactory to Agent, an acknowledgment from the lenders of Lion existing immediately after the consummation of the Acquisition that such lenders do not have a security interest in the Purchased Lion Accounts and that the purchase thereof by Borrowers pursuant to the Receivables Purchase Agreement is free and clear of any liens, claims, encumbrances or other right with respect thereto of such existing lenders, duly authorized, executed and delivered by such lenders; 5.17 Agent shall have received true, correct and complete copies of all material agreements, documents and instruments entered into in connection with the Lion financing arrangements referenced in Section 5.16 above, duly authorized, executed and delivered by such existing lenders, the Loan Parties party thereto and Lion; 5.18 Agent shall have received, in form and substance satisfactory to Agent, a Controlled Account Agreement in connection with the Purchased Lion Accounts Deposit Account, duly authorized, executed and delivered by Delek Refining and ▇▇▇▇▇ Chance US LLP (addressed Fargo Bank, N.A.; 5.19 Agent shall have received, in form and substance satisfactory to Agent, an opinion of counsel covering, among other things, the Administrative Agent Lion Acquisition, Lion corporate matters and dated that the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 sale of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Purchased Lion Accounts represents a “true sale”; (c) The Administrative 5.20 Agent shall have received (a) a written opinion (in each case addressed to copy of the Administrative Agent Certificate of Incorporation of Lion, and dated all amendments thereto, certified by the Amendment Effective Date) with respect to this Amendment from Secretary of State of its jurisdiction of incorporation as of the most recent practicable date certifying that each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law the foregoing documents remains in the form attached hereto full force and effect and has not been modified or amended, except as Exhibit B heretodescribed therein, (ii) ina copy of the Corporate By-house counsel to ILFC with respect to California law Laws of Lion, certified by the Secretary of Lion, and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morrisa certificate from the Secretary of Lion dated the date hereof certifying that each of the foregoing documents remains in full force and effect and has not been modified or amended, Nicholsexcept as described therein; 5.21 Agent shall have received true, Arsht & ▇▇▇▇▇▇▇ LLP with respect correct and complete copies of good standing certificates (or its equivalent) from the Secretary of State (or comparable official) of its jurisdiction of incorporation and from each other jurisdiction where Lion conducts business; 5.22 Agent shall have received, in form and substance satisfactory to Delaware law Agent, from Lion, a Secretary’s Certificates of Directors’ Resolutions, Corporate By-Laws and in relation to Financing Trust Incumbency evidencing the adoption and USHoldco in the form attached hereto as Exhibit D heretosubsistence of corporate resolutions approving, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFCamong other things, the Acceding Obligors Lion Acquisition and the Borrower Parties party hereto pursuant execution, delivery and performance by Lion of the Lion Acquisition Documents, the Receivables Purchase Agreement, the Limited Recourse General Continuing Guaranty and the agreements, documents and instruments to Section 3 hereof be delivered in connection with the foregoing; 5.23 Agent shall be have received, in form and substance satisfactory to Agent, a true and correct in all material respects.copy of any consent, waiver or approval to or of this Amendment No. 1, which any Borrower or Guarantor is required to obtain from any other Person; and (e) On 5.24 as of the date of this Amendment Effective DateNo. 1, after giving effect hereto, no Default or Event of Default shall exist or shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 aboveBefore this Agreement becomes effective and any party becomes obligated under it, the amendments to the Credit Agreement contemplated hereby shall become effective as all of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are shall have been satisfied on or prior at Borrower’s sole cost and expense in a manner acceptable to Administrative Agent and Lenders, in the Amendment Effective Dateexercise of their sole judgment: (a) The Administrative Agent shall have received an officers’ certificate fully executed counterparts of ILFC stating that this Agreement and of the Consent and Reaffirmation attached hereto executed by Guarantor with respect to the Guaranty; (b) Administrative Agent has received (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant at least five (5) days prior to the Transfer Agreements Effective Date, all documentation and other information regarding Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the Effective Date, and (ii) this Amendment complies with Section 5.17 of at least five (5) days prior to the Credit Agreement and that all conditions precedent in Effective Date, if requested by any Lender at least ten (10) days prior to the Credit Agreement relating Effective Date by written notice to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed and to the Administrative Agent extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to Borrower (provided that, upon the execution and dated delivery by each Lender of its signature page to this Agreement, the Amendment Effective Date) condition set forth in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and this clause (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating shall be deemed to such transfer have been complied with.be satisfied); (ca) The Administrative Agent shall have received a written opinion for the ratable benefit of Lenders an extension fee in the amount of Fifty Thousand and No/100 Dollars ($50,000.00); (b) Administrative Agent shall have received an updated Borrowing Base Compliance Certificate evidencing that the Total Outstandings do not exceed the lesser of the Facility Amount and the Borrowing Base; and (c) Administrative Agent shall have received reimbursement, in immediately available funds, of all reasonable and documented costs and expenses incurred by Administrative Agent in connection with this Agreement, including charges for title insurance (including endorsements), recording, filing and escrow charges, and reasonable and documented legal fees and expenses of Administrative Agent’s and the Lenders’ counsel, in each case addressed case, to the Administrative Agent and dated extent invoiced at least one (1) Business Day prior to the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This First Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that ) on which each of the following conditions precedent are has been satisfied on (or prior to waived by the Amendment Effective Date:Replacement Lender and the Consenting Lenders): (a) The the Administrative Agent shall have received an officers’ certificate duly executed and delivered counterparts of ILFC stating that this First Amendment that, when taken together with the Lender Consents, bear the signatures of the Borrower and each Guarantor, the Replacement Lender and each other Consenting Lender (i) which, together with the transfer Replacement Lender, shall constitute all of ILFC’s assets and properties substantially as an entirety the Lenders under the Credit Agreement immediately prior to Financing Trust giving effect to the Amendment Effective Date but after giving effect to the replacement of all Non-Consenting Lenders pursuant to the Transfer Agreements and (iiSection 10.08(d) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent Section 5.7 below) and the Administrative Agent; (i) the representations and warranties of the Loan Parties contained in the Credit Agreement relating to such transfer have been complied with. (bother than Sections 3.05(b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date3.09(a) in the form attached hereto as Exhibit A hereto stating that (ithereof) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof other Loan Documents shall be true and correct in all material respects on and as of the Amendment Effective Date, as though made on and as of such date (except to the extent any such representation or warranty by its terms is made as of a different specified date, in which case as of such specified date); provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects. , as though made on and as of the applicable date and (eii) On at the time of and immediately after giving effect to this First Amendment on the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing; (c) the Administrative Agent shall have received all accrued but unpaid interest on all Term Loans outstanding immediately prior to the Amendment Effective Date; (d) the Administrative Agent shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been reasonably requested by the Administrative Agent, the Replacement Lender or any Consenting Lender in writing at least ten (10) Business Days prior to the Amendment Effective Date by the Administrative Agent, the Replacement Lender or such Consenting Lender; and (e) the Administrative Agent and any applicable Lead Arrangers (as defined below) shall have received all fees and, to the extent invoiced at least two (2) Business Days prior to the Amendment Effective Date, all reasonable and documented out-of-pocket fees and expenses, in each case, that are required to be paid and/or reimbursed by the Borrower hereunder or under any other Loan Document or other written agreement with a Borrower relating to this First Amendment.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby SECTION 4.1. This Second Amendment shall become effective as of the date notified Second Amendment Date upon the satisfaction of the following conditions (or until such conditions are waived in writing by ILFC the Administrative Agent in its sole discretion): (a) this Second Amendment shall have been duly executed by, and delivered to, the parties hereto; (b) the Collateral Administrator on behalf of the Borrower shall have paid, or caused to be paid, to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior a structuring fee in an amount equal to the Amendment Effective Date:$703,125; (ac) The the Administrative Agent shall have received an officers’ certificate satisfactory evidence that the Borrower and the Collateral Administrator have obtained all required consents and approvals of ILFC stating that all Persons to the execution, delivery and performance of this Second Amendment and the consummation of the transactions contemplated hereby; (id) the transfer of ILFC’s assets Borrower and properties substantially as an entirety to Financing Trust pursuant the Collateral Administrator shall each have delivered to the Transfer Agreements Administrative Agent a certification that no Default or Event of Default has occurred and (ii) this Amendment complies is continuing in the form of Exhibit D to the Loan and Security Agreement, and such certification shall, with Section 5.17 respect to the Collateral Administrator, include a representation that the Collateral Administrator has neither incurred nor suffered to exist any Indebtedness as of the Credit Agreement Second Amendment Date; (e) the Borrower and the Collateral Administrator shall each have delivered to the Administrative Agent a certification that all conditions precedent such entity is Solvent in the Credit Agreement relating form of Exhibit C to such transfer have been complied with.the Loan and Security Agreement; (bf) The the Collateral Administrator shall have delivered to the Administrative Agent certification that no Change of Control or Collateral Administrator Termination Event has occurred and is continuing; and (g) the Administrative Agent shall have received a written the executed legal opinion or opinions of Simpson, Thacher & ▇▇▇▇▇▇▇▇ Chance US LLP counsel to the Borrower, covering (addressed i) authorization and enforceability of this Second Amendment (ii) the sale of the Loans to the Borrower and (iii) non-consolidation of the Borrower, in each case in form and substance acceptable to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withits reasonable discretion. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of the date notified hereof upon the satisfaction (or waiver by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that Agent) of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The receipt by the Administrative Agent shall have received an officers’ certificate of ILFC stating that counterparts of this Amendment executed by the Borrower, the Guarantors, each of the Lenders (iincluding without limitation each of the Bridge Lenders) and the transfer Administrative Agent; (b) receipt by the Administrative Agent of ILFC’s assets the Budget in form and properties substantially as an entirety to Financing Trust pursuant substance acceptable to the Transfer Agreements Administrative Agent and the Lenders; (iic) this Amendment complies with engagement of the CRO and receipt by the Administrative Agent of a duly executed engagement letter between the Borrower and the CRO in form and substance reasonably acceptable to the Administrative Agent and the Lenders; (d) receipt by the Administrative Agent of a duly executed waiver of all defaults and events of default existing under the MPT Documents as of the Bridge Loan Closing Date; (e) receipt by the Administrative Agent of a duly executed Joinder Agreement and all other items required under Section 5.17 6.13 of the Credit Agreement and that all conditions precedent in with respect to each of the Credit Agreement relating to such transfer have been complied withNew Subsidiaries. (bf) The receipt by the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (opinions of legal counsel to the Loan Parties in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof; (g) receipt by the Administrative Agent of a certificate of each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party (A) certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment Effective Dateand (B) in the form attached hereto as Exhibit A hereto stating that case of the Borrower, certifying that, both before and after giving effect to this Amendment, (i1) the transfer representations and warranties of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 each Loan Party contained in Article V of the Credit Agreement and that all conditions precedent or any other Loan Document, or which are contained in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (any document furnished at any time under or in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B heretoconnection herewith or therewith, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be are true and correct in all material respects.respects on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and (2) no Default exists; and (eh) On receipt by the Administrative Agent and Lenders of the Upfront Fee and any other fees required to be paid on or before the date hereof in connection with this Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingthe Bridge Loans.

Conditions Precedent. As provided (a) List of Conditions Precedent. In order for the terms set forth in Section 2 aboveSections 3 and 4 below to take effect, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are must be satisfied on or prior as of the Effective Date (or, in the case of another carrier adopting any of the Interconnection Agreements, as of the effective date of any such adoption and with respect to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate such carrier and all of ILFC stating that its CLEC affiliates): (i) there shall be no outstanding billing disputes between the transfer of ILFC’s assets and properties substantially as an entirety Parties with respect to Financing Trust pursuant to the Transfer Agreements reciprocal compensation or other intercarrier compensation charges by either Party for Section 251(b)(5) Traffic, V/FX Traffic, or ISP-Bound Traffic and (ii) this Amendment complies there shall be no outstanding billing disputes between the Parties with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating respect to such transfer have been complied withcharges assessed by TelCove to Verizon for transport facilities. (b) The Administrative Agent Failure to Satisfy Conditions Precedent. If either of the conditions precedent set forth in Section 2(a) above are not satisfied as of the Effective Date (or in the case of another carrier adopting any of the Interconnection Agreements, as of the effective date of any such adoption), then this Amendment shall be null and void, TelCove shall have received a written opinion of ▇▇▇▇no right to ▇▇▇▇ Chance US LLP Verizon (addressed and Verizon shall not be obligated to pay TelCove) for transport facilities between Verizon’s network and TelCove’s switch, and compensation for ISP-Bound Traffic and Section 251(b)(5) Traffic exchanged between the Administrative Agent and dated Parties, as well as transport of Verizon originated traffic, shall be governed by the Amendment Effective Date) following terms, notwithstanding any other provision of the Interconnection Agreements, this Amendment, any applicable tariff or SGAT, Applicable Law, any change in the form attached hereto as Exhibit A hereto stating that Applicable Law, or otherwise: (i) the transfer of ILFC’s assets and properties substantially as an entirety ISP-Bound Traffic shall be subject to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇“▇▇▇▇ Chance US LLP and keep” (i.e., zero compensation); (ii) Verizon’s then-prevailing reciprocal compensation rates in each particular service territory (as set forth in Verizon’s standard price schedules, as amended) shall apply to Section 251(b)(5) Traffic exchanged between the Parties; and (iii) at Verizon’s option, the Parties’ respective rights and obligations under each Interconnection Agreement with respect to New York law interconnection architecture from the Effective Date of this Amendment until the terms of the Interconnection Agreement are superseded by a subsequent agreement shall be governed exclusively by either, (A) the applicable interconnection architecture terms set forth in the form attached hereto as Exhibit B heretoInterconnection Agreements, or (iiB) in-house counsel to ILFC with respect to California law and the interconnection architecture provisions set forth in relation to ILFC, Parent Holdco and CA Subsidiary Holdco Verizon’s then current standard interconnection template. For purposes of item (i) in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFCpreceding sentence, the Acceding Obligors and the Borrower Parties party hereto pursuant to agree that all combined Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.251(b)(5)

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Second Amendment shall not become effective as until the date on which each of the date notified by ILFC to the Administrative Agent following conditions are satisfied (or waived in accordance with Section 8.1) (the “"Second Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:"): (a) 6.1 The Administrative Agent shall have received an officers’ certificate from the Majority Banks and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) the transfer this Second Amendment signed on behalf of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPersons. (b) 6.2 The Administrative Agent shall have received a certificate of the Borrower dated as of the Second Amendment Effective Date (in sufficient copies for each Bank) signed by a Responsible Officer of the Borrower (1) certifying and attaching the resolutions adopted by the Borrower approving or consenting to such extension or confirming that those previously delivered pursuant to Section 3.1 remain in full force and effect and have not been amended or rescinded, as the case may be, and (2) certifying that, (a) before and after giving effect to such extension, the representations and warranties contained in Article IV made by it are true and correct on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, (b) before and after giving effect to such extension no Event of Default exists or will exist, and (c) since (1) the most immediately preceding March 31 or (2) the filing of a Form 8-K pertaining to any such type of event which was filed after such March 31 and prior to the date 30 days preceding the Second Amendment Effective Date, whichever shall later occur, there has not occurred an event, development or circumstance that has had or would reasonably be expected to have, a material adverse effect on the consolidated financial position or consolidated results of operations of the Borrower and its Subsidiaries taken as a whole. 6.3 The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks and dated the Second Amendment Effective Date) of Fulbright & ▇▇▇▇▇▇▇▇ Chance US LLP L.L.P., in form and substance satisfactory to the Administrative Agent. 6.4 The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Banks and dated the Second Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect ▇. ▇▇▇▇▇▇▇, ▇▇, Senior Vice President and General Counsel of the Borrower, in form and substance satisfactory to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent. (d) 6.5 The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default Administrative Agent shall have occurred and be continuingreceived such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become be effective as of the date notified hereof when each of the following is satisfied: 3.1 This Amendment shall be executed by ILFC to each of the Borrowers, the other Loan Parties, the Required Lenders, and the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:Agent. 3.2 The Lender shall have received (a) all final and signed CG Acquisition Documents to be signed on the date hereof and (b) the CG Seller Subordination Agreement signed by all parties. 3.3 The Administrative Agent shall have received an officers’ certificate and be reasonably satisfied with such other agreements, instruments and documents, and the Borrowers shall have satisfied such other conditions, as the Administrative Agent may have reasonably requested, including the payment of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially all fees required to be paid as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement date hereof, any due diligence items reasonably required by the Administrative Agent and that all conditions precedent items on the closing list provided in connection with this Amendment. The Loan Parties agree to satisfy each of the following requirements on or before June 28, 2019 or an Event of Default shall be deemed to have occurred under the Credit Agreement relating to such transfer have been complied with.Agreement: (ba) The Administrative Agent shall have received a written opinion of ▇▇▇▇ ▇▇▇▇▇▇▇ Chance US LLP (addressed to Holdings, LLC and the Administrative Agent other Loan Parties shall have executed and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets delivered all agreements and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with other documents required under Section 5.17 5.14 of the Credit Agreement for a new Subsidiary as required by the Administrative Agent. (b) The Lenders shall have received (i) all documentation and that all conditions precedent other information regarding ▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, LLC requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, including the Credit Agreement relating USA PATRIOT Act, (ii) a properly completed and signed IRS Form W-8 or W-9, as applicable, for ▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, LLC, and (iii) to such transfer have been complied withthe extent ▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, LLC qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to ▇▇▇▇ ▇▇▇▇▇▇▇ Holdings, LLC. (c) The Administrative Agent shall have received a written opinion (such items on the closing list provided in each case addressed to the Administrative Agent and dated the Amendment Effective Date) connection with respect to this Amendment from each that were not provided at the closing of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoFirst Amendment. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, The effectiveness of this Amendment (including the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC contained in Article I) are subject to the Administrative Agent (the “Amendment Effective Date”), provided that satisfaction of the following conditions precedent are satisfied on or prior (the date of the satisfaction of such conditions precedent being referred to herein as the Amendment “Effective Date:”): (a) The Administrative Agent This Amendment shall have received an officers’ certificate of ILFC stating that (i) been duly executed by the transfer of ILFC’s assets Borrowers, the Agent and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withLenders. (b) The Administrative Agent shall have received a written opinion the Initial Lease Proceeds in cash in immediately available funds in accordance with that certain Flow of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and Funds Instruction, dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement date hereof (the “Funds Flow”), by and that all conditions precedent in among the Credit Agreement relating to such transfer have been complied withCompany, MSD, the Agent, and the Lessee. (c) The Administrative Agent and Lenders shall have received a written opinion (in certificate or certificates executed by a Responsible Officer of each case addressed to Borrower dated as of the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of Date certifying that: (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law all representations and warranties contained herein, in the form attached hereto Credit Agreement and in the other Loan Documents are true and correct in all material respects (or, in the case of any such representation or warranty already qualified as Exhibit B heretoto materiality, in all respects) as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date), (ii) in-house counsel to ILFC with respect to California law no Default or Event of Default has occurred and in relation to ILFC, Parent Holdco is continuing and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morristhe maturity date of a majority in aggregate principal amount of the Convertible Notes outstanding prior to the First Amendment Effective Date has been extended to March 5, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto2020. (d) The representations and warranties Borrowers shall have certified in writing that as of Financing Trustthe Effective Date, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant there has been no development or event that has had or could reasonably be expected to Section 3 hereof shall be true and correct in all material respectshave a Material Adverse Effect. (e) On the Amendment Effective Date, no Default or Event of Default The Borrowers shall have occurred paid directly or reimbursed MSD for all reasonable out-of-pocket expenses incurred in connection with negotiating, documenting and be continuingeffectuating the transactions contemplated hereby (including, without limitation, any and all filing fees, recording fees, title charges and charges of third party service providers and all reasonable and documented fees, charges and documented disbursements of counsel to MSD and the Agent incurred in connection with negotiating, documenting and effectuating the transactions contemplated hereby) and any fees of the Agent payable at closing, in each case in accordance with the Funds Flow. MSD shall notify the Agent in writing that such condition has been satisfied or waived.

Conditions Precedent. As provided The Lenders' and Issuing Banks' obligations to make available any Borrowings under the Facilities on any Drawdown Date or Acceptance Date (other than in respect of a Conversion pursuant to Section 2 above, 2.3) or date of issuance of a Letter of Credit is subject to and conditional upon the amendments to the Credit Agreement contemplated hereby shall become effective as satisfaction of each of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateconditions: (a) The Administrative On each Drawdown Date, Acceptance Date or date of issuance of a Letter of Credit: (i) the Canadian Agent and the U.S. Agent, as the case may be, shall have received a notice of the requested Borrowing or Conversion in accordance with Section 2.2 or 2.3, as applicable, and with respect to Letters of Credit, the Issuing Bank shall have received an application therefor and any other documents it may require, all in form and substance satisfactory to such Issuing Bank; (ii) there shall exist no Event of Default and no condition, event or act which, with the giving of notice or lapse of time, or both, would constitute an Event of Default; and (iii) the representations and warranties set out in Section 8.1 would, if made on such date, be true and accurate in all material respects on each such Drawdown Date or Acceptance Date or date of issuance of a Letter of Credit; (b) on or before the Initial Drawdown Date, Acceptance Date or date of issuance of a Letter of Credit, the Canadian Agent has received, in sufficient quantities to provide 1 copy to each Lender, in form and substance satisfactory to the Collateral Agent and Lenders' Counsel and in the case of clause (iv) of this paragraph (b), in form and substance satisfactory to the U.S. Lender referred to therein: (i) this Agreement duly executed by the Borrowers, the Unlimited Guarantors, the Lenders, the Canadian Agent, the U.S. Agent and the Collateral Agent; (ii) certified copies of the articles and certificate of incorporation of each of the Borrowers and the Unlimited Guarantors, their respective borrowing by-laws, if any, and resolutions of their respective boards of directors authorizing the execution, delivery and performance of this Agreement and the Security by them respectively; (iii) the certificate (without personal liability) of the president, the chief financial officer or treasurer of each of the Borrowers and the Unlimited Guarantor confirming, in all material respects, the veracity of the representations and warranties set out in Section 8.1, substantially as set out in Schedule "J" supplemented by all such certificates as Lenders' Counsel may require; (iv) promissory note(s) requested by a U.S. Lender; (v) incumbency certificates setting forth the signatures and titles of Authorized Signatories for each Borrower, certifying their authority to sign this Agreement and any documents contemplated hereby or provided in connection herewith; (vi) the Canadian Agent shall have received an officers’ certificate the opinions in form and substance satisfactory to the Canadian Agent, the Lenders and the Lenders' Counsel of ILFC stating that each of Borrowers' Canadian Counsel, Borrowers' U.S. Counsel, each addressed to the Canadian Agent, the U.S. Agent, the Collateral Agent, the Lenders and Lenders' Counsel; (ivii) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Canadian Agent shall have received a written opinion opinions of ▇▇▇▇▇▇▇▇ Chance US LLP (Lenders' Counsel addressed to the Administrative Canadian Agent, the U.S. Agent, the Collateral Agent and dated the Amendment Effective Date) Lenders in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant substance satisfactory to the Transfer Agreements Collateral Agent, the Lenders and Lenders' Counsel; (iiviii) this Amendment complies with Section 5.17 all registrations and filings and amendments to registrations and filings in respect of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer Security shall have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed made to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each satisfaction of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.Lenders'

Conditions Precedent. As provided in Section 2 aboveUpon satisfaction of each of the following conditions, this Second Amendment shall be deemed effective (such date, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Second Amendment Effective Date”): A. Parent, each Borrower, each other Loan Party (if any), provided that the following conditions precedent are satisfied on Administrative Agent, and the Required Lenders shall have signed a counterpart hereof and shall have delivered (including by way of facsimile or prior other electronic transmission) the same to the Amendment Effective Date: Administrative Agent, c/o White & Case LLP (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of facsimile number: ▇▇▇-▇▇▇-▇▇▇▇ / e-mail address: ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ @▇▇▇▇▇▇▇▇▇▇ with respect .▇▇▇); B. all fees and expenses required to Irish law and in relation be paid to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, Administrative Agent on the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Second Amendment Effective DateDate (including, without limitation, reasonable legal fees and expenses) shall have been paid; C. no Default or Event of Default shall have occurred and be continuingcontinuing or would occur after giving effect to this Second Amendment; D. all of the representations and warranties of each Loan Party contained in this Second Amendment, the Credit Agreement and in the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the Second Amendment Effective Date, both immediately before and immediately after giving effect to the Second Amendment, as though made on and as of the Second Amendment Effective Date (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); E. the Second Amendment Effective Date (as defined in the Second Term Facility Amendment) shall have occurred; and F. the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Responsible Officer of Parent or the Lead Borrower, certifying on behalf of Parent and each Borrower that the conditions in this Section III. (C) and (D) have been satisfied.

Conditions Precedent. As provided in Section 2 aboveUpon satisfaction of each of the following conditions, this First Amendment shall be deemed effective (such date, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “First Amendment Effective Date”): A. Parent, each Borrower, each other Loan Party (if any), provided that the following conditions precedent are satisfied on Administrative Agent, and the Required Lenders, shall have signed a counterpart hereof and shall have delivered (including by way of facsimile or prior other electronic transmission) the same to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of Agent, c/o White & Case LLP, ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇, ▇▇ ▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (facsimile number: ▇▇▇-▇▇▇-▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto / e-mail address: ▇▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇) or at such other address as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true reasonably acceptable to the Administrative Agent; B. all fees and correct in all material respects. (e) On expenses required to be paid to the Administrative Agent on the First Amendment Effective DateDate (including, without limitation, reasonable legal fees and expenses) shall have been paid; C. no Default or Event of Default shall have occurred and be continuingcontinuing or would occur after giving effect to this First Amendment; D. all of the representations and warranties of each Loan Party contained in this First Amendment, the Credit Agreement and in the other Loan Documents are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the First Amendment Effective Date, both immediately before and immediately after giving effect to the First Amendment, as though made on and as of the First Amendment Effective Date (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date); E. the First Amendment Effective Date (as defined in the Term Facility Amendment) shall have occurred; and F. the Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of Parent or the Lead Borrower, certifying on behalf of Parent and each Borrower that the conditions in this Section IV. (C) and (D) have been satisfied.

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment shall be subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC following conditions, in each case, in form and substance reasonably satisfactory to the Administrative Agent (such date on which the Amendment becomes effective, the “Amendment No. 9 Effective Date”)): (a) the Administrative Agent shall have received duly executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment from the Company, provided that the following conditions precedent are satisfied Borrower, the Guarantors, the Specified Additional Guarantor, the Administrative Agent, the Collateral Agent, the Technical Agent, and the Lenders; (b) the Administrative Agent, the Arranger and the Lenders shall have received all fees and amounts due and payable on or prior to the Amendment No. 9 Effective Date: , including to the extent invoiced by 11:00 am CDT on the Amendment No. 9 Effective Date (a) The Administrative Agent shall have received an officers’ certificate or such shorter time as the Borrower may agree in its sole discretion), reimbursement or payment of ILFC stating that (i) all out-of-pocket expenses required to be reimbursed or paid by the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust Borrower pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 12.03 of the Credit Agreement (including reasonable and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion documented fees, disbursements and other charges of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect LLP); (c) the Administrative Agent shall have received a certificate of a Responsible Officer in form and substance reasonably satisfactory to Irish law the Administrative Agent certifying that (i) since December 31, 2024, there has been no event, occurrence, development or change that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the conditions set forth in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.clauses (d) and (e) of this Section 2.1 have been satisfied; (d) The immediately prior to and after giving effect to this Amendment, no Event of Default or Default, other than, immediately prior to giving effect to this Amendment, the Specified Default, shall have occurred and be continuing; (e) the representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section contained in Article 3 hereof shall be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects.) on and as of the date hereof as though made on and as of the date hereof (although any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, with respect to any representation and warranty qualified by materiality or a material adverse change or material adverse effect standard, in all respects) as of the specified earlier date); and (ef) On the Amendment Effective Date, no Default or Event of Default Administrative Agent shall have occurred received title information reasonably satisfactory to the Administrative Agent, setting forth the status of title to (i) all of the PV-10 of the Proved Reserves of the Oil and Gas Properties described in the APOD, (ii) at least ninety percent (90%) of the PV-10 of the PDP Reserves of the Borrower and the Guarantors evaluated in the most recent Reserve Report and (iii) at least ninety percent (90%) of the PV-10 of the Proved Reserves of the Borrower and the Guarantors evaluated in the most recent Reserve Report. For purposes of determining whether the conditions set forth in this Section 2.1 have been satisfied, by releasing its signature page hereto, the Administrative Agent and each Lender shall be continuingdeemed to have consented to, approved, accepted or be satisfied with each document or other matter required hereunder to be consented to or approved by, or acceptable or satisfactory to, the Administrative Agent or such Lender, as the case may be.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Fourth Amendment shall not become effective as of until the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that ) on which each of the following conditions precedent are is satisfied (or waived in accordance with Section 12.02): 4.1 The Administrative Agent shall have received from each of the Borrower, the Guarantors and Lenders constituting the Super-Majority Lenders, counterparts (in such number as may be requested by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person. 4.2 The Administrative Agent shall have (a) received from the Borrower evidence that the Mortgaged Properties represent at least 80% of the total value of the proved Oil and Gas Properties evaluated in the most recently completed Reserve Report or (b) received supplemental mortgages or mortgage amendments or supplements sufficient for the Mortgaged Properties to represent at least 80% of the total value of the proved Oil and Gas Properties evaluated in the most recently completed Reserve Report. 4.3 The Administrative Agent and the Lenders shall have received all amounts due and payable on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant , including, to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withor hereunder. (b) 4.4 The Administrative Agent shall have received a written opinion certificate of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent Secretary or an Assistant Secretary of the Borrower and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that each Guarantor setting forth (i) the transfer resolutions of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 its board of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) directors with respect to this the authorization of the Borrower or such Guarantor to execute and deliver the Fourth Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect and to New York law enter into the transactions contemplated herein and in the form attached hereto other Loan Documents as Exhibit B heretoamended hereby, (ii) in-house counsel the officers of the Borrower or such Guarantor (y) who are authorized to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in sign the form attached hereto as Exhibit C heretoFourth Amendment, (iii) Morrisspecimen signatures of such authorized officers, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law the articles or certificate of incorporation and in relation to AerCap bylaws of the Borrower and AAS in the form attached hereto such Guarantor, certified as Exhibit E hereto being true and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretocomplete. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no 4.5 No Default or Event of Default shall have occurred and be continuingcontinuing as of the date hereof, after giving effect to the terms of this Fourth Amendment. 4.6 The representations and warranties of the Borrower and the Guarantors set forth in the respective Loan Documents to which such Persons are party shall be true and correct in all material respects (or, to the extent any such representations and warranties are qualified by reference to materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects) on and as of the date hereof, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects (or, to the extent any such representations and warranties are qualified by reference to materiality or Material Adverse Effect, such representations and warranties shall be true and correct in all respects) as of such specified earlier date. The Administrative Agent is hereby authorized and directed to declare this Fourth Amendment to be effective, and shall deliver written notice of the Amendment Effective Date to Borrower, when the Administrative Agent has received documents confirming or certifying, to the reasonable satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted by the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of the date notified by ILFC to the Administrative Agent first written above (the “Second Amendment Effective Closing Date”), provided that ) upon the satisfaction of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent This Amendment shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets been duly executed and properties substantially as an entirety to Financing Trust pursuant delivered to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 Agent by each of the Credit Agreement Borrowers, the Guarantors, the Agent and that all conditions precedent in each of the Credit Agreement relating to such transfer have been complied withLenders. (b) The Administrative Agent shall have received a Borrowing Base Certificate dated as of the Second Amendment Closing Date, in form and substance reasonably satisfactory to it and providing a determination of the Tranche A Borrowing Base and the Tranche A-1 Borrowing Base after giving effect to this Amendment, and the Agent shall be satisfied that, both before and after giving effect to all extensions of credit outstanding or to be made on the Second Amendment Closing Date, Excess Availability under the Loan and Security Agreement, as amended by this Amendment, shall not be less than $250,000,000. (c) The Agent shall be satisfied that the Security Documents remain effective to create in favor of the Agent a legal, valid and enforceable first priority (subject only to Permitted Liens entitled to priority under Applicable Law) perfected security interest in and Lien upon the Collateral. (d) The Agent shall have received a certificate of a duly authorized officer of each Obligor (with such certification to be in such Person’s capacity as an officer of such Obligor and not in such Person’s individual capacity), (i) certifying (x) that such Obligor’s Organic Documents certified by such Obligor to the Agent on the Closing Date remain in full force and effect, without amendment (or, if such Organic Documents have been amended, attaching copies thereof, certified by the Secretary of State or another official of such Obligor’s jurisdiction of organization), and (y) that an attached copy of resolutions authorizing execution and delivery of the Amendment is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this Amendment, and (ii) attaching good standing or subsistence certificates, as applicable, for such Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (e) The Obligors shall have delivered, and shall have caused each Subsidiary to deliver, each Mortgage amendment necessary to amend the Termination Date stated in such Mortgage, in form reasonably acceptable to Agent, necessary to reflect the modifications to the Credit Agreement contemplated hereby. (f) The Agent shall have received flood zone determinations and, if applicable, evidence of flood zone insurance for all Real Estate subject to a Mortgage, in form and substance reasonably acceptable to the Agent. (g) The Agent shall have received (i) a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) & ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B heretoLLP, on behalf of each Obligor, and (ii) in-house as well as any relevant local counsel to ILFC with respect Obligors, in form and substance reasonably satisfactory to California law the Agent relating to the Mortgage amendments (including an opinion regarding the absence of any conflict between the Loan and in relation to ILFC, Parent Holdco Security Agreement as amended hereby and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law Mortgage Loan Debt and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoSenior Note Debt). (dh) The Borrowers shall have paid (i) to the Agent all fees that are due and payable to the Agent and the Lenders on the Second Amendment Closing Date and (ii) to such other Person(s) as are entitled thereto, all reasonable and documented fees and out-of-pocket expenses incurred by the Agent and Lenders on or prior to the Second Amendment Closing Date (including, without limitation, all reasonable and documented fees, out-of-pocket charges and disbursements of counsel to the Agent), accounting, appraisal, consulting and other reasonable and documented fees and out-of-pocket expenses to the extent invoiced prior to or on the Second Amendment Closing Date. (i) Both immediately before, and immediately after giving effect to this Amendment and transactions hereunder, including all extensions of credit to be made on the Second Amendment Closing Date, (i) no Default or Event of Default shall exist and (ii) the representations and warranties set forth in Section 9 of Financing Trust, ILFC, the Acceding Obligors Loan and the Borrower Parties party hereto pursuant to Section 3 hereof Security Agreement shall be true and correct in all material respectsrespects (except that such materiality qualifier shall not be applicable to the extent that any representation or warranty is already qualified or modified by materiality in the text thereof) as of the Second Amendment Closing Date, as though made on and as of such date (except to the extent that such representation or warranty relates to an earlier date or period, in which case as of such earlier date or period). (ej) On the Amendment Effective Date, no Default or Event of Default The Agent shall have occurred received a detailed monthly availability forecast prepared by management of the Borrowers, in a format substantially similar to that contained in the Borrowing Base Certificate, for the period beginning on the Second Amendment Closing Date and be continuingending on January 31, 2015. (k) The Agent shall have received such additional documents, instruments and information as are customary for transactions of this type as the Agent may reasonably request to effect the transactions contemplated hereby.

Conditions Precedent. As provided This Amendment shall not be effective until each of the following conditions precedent has been fulfilled: (a) the Administrative Agent shall have received fully executed counterparts of this Amendment executed by each of the parties hereto, in Section 2 aboveeach case sufficient in number for distribution to Administrative Agent, each Lender, Parent, and Borrower; (b) the amendments to Administrative Agent shall have received fully executed counterparts of that certain supplemental fee letter (the Credit Agreement contemplated hereby shall become effective “Supplemental Fee Letter”) dated as of the date notified hereof executed by ILFC to the Borrower; (c) the Administrative Agent shall have received such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment; (d) The Borrower and each other Loan Party shall have provided, (i) all information requested by the Administrative Agent and each Lender in order to comply with applicable “Amendment Effective Date”)know your customer” and anti-money laundering rules and regulations, provided that including without limitation, the following conditions precedent are satisfied Patriot Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower; (e) the Administrative Agent shall have received payment by the Borrower of all fees and other amounts due and payable on or prior to the Amendment Effective Date:date hereof required to be reimbursed or paid by the Borrower in connection with this Amendment, including the fees set forth in the Supplemental Fee Letter and reimbursement or payment of all reasonable and documented out-of-pocket expenses (including, without limitation, fees and reasonable and documented out-of-pocket expenses of outside counsel for the Administrative Agent); (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (if) the transfer of ILFC’s assets representations and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent warranties in the Credit Agreement relating to such transfer have been complied with. Agreement, as amended by this Amendment, and each other Loan Document are true and correct in all material respects (bwithout duplication of any materiality qualifiers therein) The Administrative Agent shall have received a written opinion on and as of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed the Effective Date as though made as of the Effective Date, except to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating extent that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trustspecifically refer to an earlier date, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof in which case they shall be true and correct in all material respects.respects (without duplication of any materiality qualifiers therein) as of such earlier date, and except that for purposes of this condition, the representations and warranties contained in Section 7.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), as applicable, of Section 8.01; and (eg) On the Amendment Effective Dateafter giving effect to this Amendment, no Default or Event exists. The Administrative Agent shall promptly notify in writing the Borrower and the Lenders of Default the effectiveness of this Amendment, and such notice shall have occurred be conclusive and be continuingbinding.

Conditions Precedent. As provided in Section 2 above, The effectiveness of the amendments amendment to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC set forth in Section 3 hereof is subject to the Administrative Agent satisfaction (the “Amendment Effective Date”), provided that or waiver in accordance with Section 9.02) of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent (or its counsel) shall have received an officers’ certificate of ILFC stating that from each party hereto either (i) the transfer a counterpart of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Amendment complies with Section 5.17 Amendment) that such party has signed a counterpart of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withthis Amendment. (b) The Administrative Agent shall have received a favorable written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP reasonably satisfactory to the Administrative Agent (addressed to the Administrative Agent and the Lenders and dated the First Amendment Effective Date) in of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the form attached hereto Borrower, providing an opinion as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 enforceability of the Credit Agreement Loan Documents. The Borrower hereby requests such counsel to deliver its applicable opinion to the Administrative Agent and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withLenders. (c) The Administrative Agent shall have received a written opinion (certificate of the Borrower attaching such documents and certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of the Borrower in each case addressed its jurisdiction of formation, the authorization of the Transactions and any other legal matters relating to the Borrower, its Subsidiaries, this Amendment or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent (it being understood that such certificate may, as applicable, incorporate by reference one or more of the certifications made in and documents and certificates attached to that certain certificate of the Borrower and its Subsidiaries delivered to the Retiring Administrative Agent on the Revolving Effective Date). (d) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying (which statements shall constitute a representation and warranty made by the Borrower to the Lenders hereunder on the First Amendment Effective Date) with respect to this that, as of the First Amendment from each of Effective Date, (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to New York law the knowledge of any Responsible Officer of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (A) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the form attached hereto as Exhibit B heretoaggregate, to result in a Material Adverse Effect (other than the Disclosed Matters) or (B) that involve the Loan Documents or the Transactions; and (ii) in-house counsel to ILFC since December 31, 2015, there has been no material adverse change in the business, financial position, or results of operations of the Borrower together with respect to California law its Subsidiaries on a consolidated basis. (e) The Administrative Agent shall have received a certificate, dated the First Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying that, as of the First Amendment Effective Date, (A) the representations and warranties of the Borrower set forth in the Amended Credit Agreement and in relation to ILFCthe other Loan Documents are true and correct in all material respects (or, Parent Holdco and CA Subsidiary Holdco in the form attached hereto case of any such representations and warranties that are qualified as Exhibit C heretoto materiality, the accuracy in all respects of such representations and warranties) on and as of the First Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date (including the Revolving Effective Date), in which case, on and as of such date, such representations and warranties continue to be true and correct in all material respects (or, in the case of any such representations and warranties that are qualified as materiality, the accuracy in all respects of such representations and warranties) as of such specified earlier date and (B) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. (f) The Borrower shall have paid to the Administrative Agent, for the ratable account of each Lender, (iiii) Morrisa fee in an amount equal (1) to 15.0 basis points on the lesser of each Lender’s final allocated Commitment under the Amended Credit Agreement and such Lender’s prior Commitment under the Credit Agreement plus (2) 25.0 basis points on the amount of each Lender’s final allocated Commitment under the Amended Credit Agreement that is greater than such Lender’s prior Commitment under the Credit Agreement, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect which will be based on such Lender’s respective final allocated commitments to Delaware law the Amended Credit Agreement and in relation to Financing Trust will be agreed upon by the Borrower and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto Joint Lead Arrangers and (vii) all other reasonable and documented fees and expenses due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced not later than three Business Days prior to the First Amendment Effective Date, all reasonable and documented fees and expenses of the Administrative Agent and its Affiliates in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees, disbursements and other charges of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ with respect LLP, counsel to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent. (dg) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default Administrative Agent shall have occurred and be continuingreceived duly executed Notes payable to each Lender requesting a Note in a principal amount equal to its Commitment dated as of the date hereof.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative obligation of Banks to make the initial advance on the Revolving Loans is subject to Borrowers= satisfaction, in Agent=s sole discretion, of the following conditions precedent: (1) Agent=s receipt of satisfactory evidence that Borrowers have no outstanding indebtedness other than the Revolving Loans, the Subordinate Indebtedness as permitted below, and trade accounts payable and taxes incurred in the ordinary course of business. (2) except as approved by Agent in writing, Borrowers shall be in compliance in all material respects with all existing obligations, there shall be no default at closing or funding on any existing loans, and all representations and warranties in connection with existing obligations must be true in all material respects. Tandem Energy Corporation, et al March 14, 2008 (3) the negotiation, execution, and delivery of Loan Documents in Proper Form, including, but not limited to, the following: (i) this Loan Agreement; (ii) the Revolving Note; (iii) the Deed of Trust; (iv) Borrowing Resolutions; (v) Letters in Lieu; and (vi) the Subordination Agreement (as defined below) signed by Borrowers and Platinum Energy Resources, Inc. (AParent@), a Delaware corporation. (4) satisfactory evidence that Agent holds perfected liens and security interests in all collateral for the Loans, subject to no other liens or security interests. (5) there shall not have occurred a material adverse change in the business, assets, liabilities (actual and contingent), operations, or condition (financial or otherwise) of Borrowers or in the facts and information as represented to date, from that reflected in Borrowers= financial statements for the year ending December 31, 2007, as provided to Agent. (6) there being no order or injunction or other pending or threatened litigation in which there is a reasonable possibility, in Agent=s judgment, of a decision which could materially adversely affect the ability of Borrowers to perform under the Loan Documents. (7) Agent shall have received an officers’ certificate completed and approved a review of ILFC stating that (i) title to, and the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 status of the Credit Agreement environmental condition of, Borrowers= oil and that all conditions precedent gas properties, including the Borrowing Base properties, and the results of such review shall be acceptable to Agent in its sole discretion. (8) Agent=s receipt and review, with results satisfactory to Agent and its counsel, of information regarding litigation, tax, accounting, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, and contingent liabilities of Borrowers. (9) Agent=s receipt of assignments in Proper Form of the Credit Agreement relating mortgages and UCC financing statements of Guaranty Bank. (10) Borrowers shall cause BP Corporation North America, Inc. and Shell Trading (U.S.) Company to such transfer have been complied withassign and novate the existing Hedge Transactions listed in Schedule 3 attached to BOK on terms acceptable to Agent. (11) Borrowers shall deliver legal opinions in Proper Form, from Borrowers= counsel, addressed to Agent and Banks, regarding Borrowers= authority, the enforceability of the Loan Documents, and other matters reasonably required by Agent. (b) The Administrative Agent shall have received a written opinion Notwithstanding any provision of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed the Loan Agreement or the Revolving Note to the Administrative contrary, the principal amount outstanding on the Revolving Loan may not exceed $10,000,000.00 until Agent has satisfactorily completed the additional due diligence described below: (1) Agent=s receipt and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 satisfactory review of the Credit Agreement audited financial statement for 2007 fiscal year for Parent, on a consolidated and that all conditions precedent consolidating basis, and internally-prepared financial statements for 2007 fiscal year for Borrowers, both statements prepared in conformity with generally accepted accounting principles in effect on the Credit Agreement relating to date such transfer have been complied withstatement was prepared, consistently applied (AGAAP@). (2) Agent=s receipt and satisfactory review of a third-party reserve report in accordance with the requirements of Subsection (d) of Section 9 below, for the Borrowing Base properties, including data for valuation of Borrowers= proved developed non-producing reserves and proved undeveloped reserves. (3) Agent=s receipt and satisfactory review of background checks regarding Borrowers and its principals. Tandem Energy Corporation, et al March 14, 2008 (c) The Administrative Agent shall have received a written opinion (in each case addressed Banks will not be obligated to make the Loans or any subsequent advance on the Loans, if, prior to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of time that a loan or advance is made, (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect there has been any material adverse change in either Borrowers= financial condition since the most-recent financial statements furnished to New York law in the form attached hereto as Exhibit B heretoBanks, (ii) in-house counsel to ILFC with any representation or warranty made by Borrowers in this Loan Agreement or the other Loan Documents is untrue or incorrect in any material respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in as of the form attached hereto as Exhibit C heretodate of the advance or loan, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law Agent has not received all Loan Documents appropriately executed by Borrowers and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D heretoall other proper parties, (iv) NautaDutilh with respect to Dutch law Agent has requested that Borrowers execute additional loan or security documents and in relation to AerCap those documents have not yet been properly executed, delivered, and AAS in the form attached hereto as Exhibit E hereto and recorded, (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Borrowers are not in compliance with respect to Irish law the Borrowing Base and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. all reporting requirements, or (dvi) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or an Event of Default shall have (as defined below) has occurred and be is continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment No. 1 shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”)) when, provided that and only when, each of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateshall have been satisfied: (a) The the Administrative Agent shall have received an officers’ certificate one or more counterparts of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 No. 1 executed by the Borrower, each other Obligor and each of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Lenders; (b) The all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment No. 1 shall be reasonably satisfactory in all respects to the Administrative Agent shall have received Agent; (c) a favorable written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent Lenders and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in LLP, New York counsel for the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto Obligors and (vii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect LLP, Maryland counsel for the Borrower, in each case, in form and substance reasonably acceptable to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.Administrative Agent; (d) The the Borrower shall have paid to each Lender who has delivered to the Administrative Agent an executed counterpart of this Amendment No. 1 the fees set forth in the Fee Letter dated as of June 28, 2013 between the Borrower and the Administrative Agent; (e) the Borrower shall have paid to each Lender all unpaid and outstanding interest and commitment fees accrued through the Amendment Effective Date; (f) as consideration for (i) the extension of the Maturity Date and the Commitment Termination Date and (ii) the reduction in the Applicable Margin, each as set forth in this Amendment No. 1, the Borrower shall have paid all reasonable and documented costs and expenses of the Administrative Agent (including, without limitation, the reasonable fees and expenses of counsel) and all other costs, expenses and fees then due under any Loan Document; (g) the representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof set forth in this Amendment No. 1 and in the other Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it shall be true and correct in all respects., subject to such qualification) on and as of the date of the Amendment Effective Date or, as to any such representation or warranty that refers to a specific date, as of such specific date; and (eh) On on and as of the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, The occurrence of the amendments Increase Effective Date is subject to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateconditions: (a) The the Administrative Agent shall have received an officers’ certificate signature pages for this Increase Joinder from Borrower and the Incremental Revolving Lenders; (b) Borrower shall deliver or cause to be delivered a legal opinion of ILFC stating that counsel to Borrower, together with any additional legal opinions or other documents reasonably requested by the Administrative Agent in connection herewith; (ic) the transfer Administrative Agent shall have received from Borrower a certificate, executed by the secretary of ILFC’s assets and properties substantially Borrower (or such other officer as an entirety to Financing Trust pursuant may be acceptable to the Transfer Agreements Administrative Agent) in form and substance satisfactory to the Administrative Agent, attaching a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (iior similar body) of Borrower (or a duly authorized committee thereof) authorizing the execution, delivery and performance of this Amendment complies with Increase Joinder and the related transactions; (d) Borrower shall have provided written notice of their request for the Incremental Facility, which notice shall include all such information required by Section 5.17 2.19(a) of the Credit Agreement and that all shall have been delivered to the Administrative Agent at least 10 Business Days prior to the Increase Effective Date; (e) the conditions precedent set forth in Section 2.19(b) of the Credit Agreement relating to such transfer shall have been complied with. (b) The satisfied and the Administrative Agent shall have received from Borrower a written opinion certificate certifying to that effect, executed by the secretary of ▇▇▇Borrower (or such other officer as may be acceptable to the Administrative Agent) in form and substance satisfactory to the Administrative Agent; (f) Borrower shall have paid all amounts owed pursuant to Section 8 hereof; (g) Borrower shall have paid to the Administrative Agent, for the benefit of each Incremental Revolving Lender, a fee equal to 0.15% of the aggregate amount of each such Incremental Revolving Lender’s Incremental Revolving Commitment on the Increase Effective Date; and Borrower shall have paid to ▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto Fargo Securities, LLC, as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) lead arranger with respect to this Amendment from each of (i) ▇▇▇Increase Joinder, such fees as Borrower and ▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B heretoFargo Securities, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.LLC have separately agreed to; (dh) The representations Borrower shall have prepaid all Revolving Loans outstanding immediately prior to the Increase Effective Date in accordance with the terms of the Credit Agreement (it being understood and warranties agreed that Borrower may finance such prepayment with a concurrent borrowing of Financing Trust, ILFC, Revolving Loans from the Acceding Obligors and Revolving Lenders (including the Borrower Parties party hereto pursuant Incremental Revolving Lenders) ratably in accordance with their Revolving Commitments immediately after giving effect to Section 3 hereof this Increase Joinder); and (i) the Administrative Agent shall be true satisfied that, on and correct in all material respects. (e) On as of the Amendment Increase Effective Date, no Default or Event of Default the Revolving Commitments shall have occurred and be continuingincreased by at least $150.0 million pursuant to this Increase Joinder.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as on the date, when each of the date notified by ILFC to the Administrative Agent following conditions is satisfied (the “First Amendment Effective Date”)): 4.1 The Administrative Agent shall have executed and received from the Lenders and the Borrower, provided that counterparts (in such number as may be requested by the following conditions precedent are satisfied Administrative Agent) of this Amendment signed on or prior to the Amendment Effective Date:behalf of each such Person. (a) 4.2 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant a Reserve Report with respect to the Transfer Agreements Oil and Gas Properties to be acquired in the Specified Acquisition and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withan executed Reserve Report Certificate. (b) The Administrative Agent 4.3 Immediately after giving effect to this Amendment, no Default, Event of Default or Borrowing Base Deficiency shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent occurred and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withbe continuing. (c) The Administrative Agent shall have received a written opinion (4.4 Each representation and warranty contained in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 6 hereof shall be true and correct in all material respectsrespects (except for those which have a materiality qualifier, which are true and correct in all respects as so qualified), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct in all material respects (except for those which have a materiality qualifier, which shall be true and correct in all respects as so qualified) as of such specified earlier date. (e) On 4.5 The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date, no Default including, without limitation, fees payable to Lenders in respect of any increases to their respective Elected Commitments and the reimbursement or Event payment of Default all reasonable and documented out-of-pocket fees and expenses in accordance with Section 12.03(a) of the Credit Agreement. 4.6 To the extent requested by a Lender, the Administrative Agent shall have occurred received duly executed Notes payable to such Lender in a principal amount equal to its Elected Commitment Amount, dated as of the First Amendment Effective Date. For purposes of determining compliance with the conditions specified in this Section 4, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received written notice from such Lender prior to the proposed First Amendment Effective Date specifying its objection thereto. The Administrative Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date, and such notice shall be continuingconclusive and binding.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (such date, the “Fourth Amendment Effective Date”), provided that ) when each of the following conditions precedent are is satisfied on (or prior to waived in accordance with Section 12.02 of the Amendment Effective Date:Credit Agreement): (a) The Administrative Agent shall have received an officers’ certificate from the Majority Lenders, the Administrative Agent, the Borrower and each Guarantor, counterparts (in such number as may be reasonably requested by the Administrative Agent) of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 signed on behalf of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPerson. (b) The Administrative Agent Borrower shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed executed and delivered the Fourth Amendment Fee Letter to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgent. (c) The Administrative Agent shall have received the APODs, in form and substance satisfactory to the Majority Lenders in their sole discretion. (d) The Administrative Agent shall have received a written opinion certificate of the Secretary or an Assistant Secretary of the Borrower and Anchor Point Energy LLC setting forth (i) the officers of the Borrower or Anchor Point Energy LLC, as applicable, (A) who are authorized to sign this Amendment and (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in each case addressed connection with the Credit Agreement and the transactions contemplated thereby, and (ii) specimen signatures of such authorized officers. (e) The Administrative Agent shall be reasonably satisfied that, substantially contemporaneously with the effectiveness of this Amendment, that the terms of the First Lien Credit Agreement will be amended in form and substance reasonably acceptable to the Administrative Agent. (f) No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of, and the transactions contemplated by, this Amendment. (g) The Borrower shall have paid to the Administrative Agent all costs, fees and dated expenses due and payable pursuant to the Credit Agreement, including (a) all fees payable under the Fourth Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B heretoFee Letter, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (vb) ▇▇▇▇▇▇ ▇to the extent invoiced, all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement, including all invoiced costs, fees, and expenses due and payable to ▇▇▇▇▇▇▇▇▇ with respect to Irish law & ▇▇▇▇▇▇▇▇ LLP and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoDavis, Wright, Tremaine LLP. (dh) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default Administrative Agent shall have occurred received such other documents and be continuinginformation as the Administrative Agent or its counsel shall have reasonably requested.

Conditions Precedent. As provided The obligation of the Lender to make Loans available hereunder shall occur on the date (the "Effective Date") on or before July 1, 2001 that the Lender shall have received each of the following, in Section 2 aboveform, the amendments and substance satisfactory to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective DateLender and its counsel: (a) The Administrative Agent the Note duly executed by the Borrower; (b) the Security and Pledge Agreement duly executed by the Borrower together with such financing statements executed by the Borrower which in the opinion of the Lender are desirable to perfect the liens and security interest created hereby and by the Security and Pledge Agreement; (c) the stock certificates evidencing the Pledged Interests, accompanied by undated stock powers duly executed in blank; (d) evidence that either the Interim Order or the Final Order, as the case may be, shall have received an officers’ been entered by the Bankruptcy Court approving the Commitment (or such lesser amount as shall be acceptable to the Lender in its sole discretion), and such order shall be in full force and effect and shall not have been reversed, stayed, modified or amended; (e) a copy of the charter, as amended and in effect, of the Borrower certified as of recent date by the Secretary of State of the state of its incorporation, and a certificate from such Secretary of State dated as of recent date as to the good standing of and charter documents filed by the Borrower; (f) a certificate from the Secretary of the Borrower, dated the Effective Date, certifying (a) that the attached are true and complete copies of the by-laws of the Borrower as amended and in effect, (b) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of the Borrower authorizing execution, delivery and performance of this Agreement and the other Facility Documents to which the Borrower is a party and the extensions of credit hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (c) that the charter of the Borrower has not been amended since the date of the certification thereto furnished pursuant to clause (e) above, and (d) as to the incumbency and specimen signature of each officer of the Borrower executing the Facility Documents; (g) a certificate of ILFC another officer of the Borrower as to the incumbency and specimen signature of the Secretary of the Borrower; (h) a certificate of a duly authorized officer of the Borrower, dated the Effective Date, stating that (a) the representations and warranties in Article 7 of this Agreement and in the other Facility Documents are true and correct on such date as though made on and as of such date, (b) no event has occurred and is continuing which constitutes a Default or an Event of Default hereunder and (c) prior to the Effective Date no material adverse change in the assets, business, operations or financial condition of the Borrower has occurred or become known since the Petition Date, except as disclosed in writing by the Borrower to the Lender prior to the Effective Date; (i) the transfer Liens and security interests in favor of ILFC’s assets the Lender granted pursuant hereto and properties substantially as an entirety the Security and Pledge Agreement shall be valid and perfected first priority Liens prior (except for Permitted Liens to Financing Trust pursuant which such Liens and security interests are subordinate and junior) to all other Liens in or on the Collateral intended to be subject thereto, subject to the Transfer Agreements and Carve-Out Expenses; (iij) this Amendment complies with Section 5.17 of the Credit Agreement and evidence that all conditions precedent in fees, retainers and expenses required by this Agreement to be paid on or before the Credit Agreement relating to such transfer Effective Date shall have been complied with.paid in full (or shall have been authorized by the Interim Order, or the Final Order, as the case may be); (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (ik) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent Lender shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall otherwise be true and correct satisfied in all material respects.respects (in its sole discretion) with the results of its business, operational and legal due diligence in respect of the Borrower; and (el) On such other approvals, opinions or documents as the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuingLender may reasonably request.

Conditions Precedent. As provided in Section 2 above, Each of the amendments following shall be a condition precedent to the Credit Agreement contemplated hereby shall become effective as effectiveness of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Datethis Amendment: (a) The Administrative Agent Bank shall have received an officers’ certificate of ILFC stating that received, on or before the Eighth Amendment Effective Date, the following items, each, unless otherwise indicated, dated on or before the Eighth Amendment Effective Date and in form and substance satisfactory to the Bank: (i) the transfer A duly executed counterpart original of ILFC’s assets this Amendment executed by Borrower, and properties substantially consented to by USAP Holdings, Inc., a Delaware corporation, as an entirety to Financing Trust pursuant to the Transfer Agreements a subordinated creditor, and Dunkirk, as a guarantor; (ii) The Revolving Credit Note of the Borrower in the face amount of $15,000,000.00 duly executed by Borrower. (iii) The First Amendment to Second Amended and Restated Security Agreement and Collateral Assignment duly executed by Borrower. (iv) The Disclosure of Confession of Judgement duly executed by Borrower. (v) A certificate from the Secretary of the Borrower certifying that the Articles of Incorporation and Bylaws of the Borrower previously delivered to the Bank are true, complete, and correct; (vi) A certificate from the Secretary of the Borrower certifying the corporate resolutions of the Borrower authorizing the execution and delivery of this Amendment complies with Section 5.17 and the officers of the Credit Agreement Borrower authorized to execute and that deliver this Amendment on behalf of the Borrower; and (vii) Such other instruments, documents, opinions of counsel, certificates, lien searches and good standing certificates as the Bank shall reasonably require, all conditions precedent of which shall be satisfactory in form and content to the Credit Agreement relating to such transfer have been complied with.Bank (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof following statements shall be true and correct in all material respects. (e) On on the Eighth Amendment Effective Date, and the Borrower shall deliver to the Bank a certificate certifying that: (i) after giving effect to this Eighth Amendment, the representations and warranties made pursuant to this Amendment and in the other Loan Documents, as amended hereby, are true and correct on and as of the Eighth Amendment Effective Date as though made on and as of such date; (ii) no Default petition by or against the Borrower or any Subsidiary of the Borrower has at any time been filed under the United States Bankruptcy Code or under any similar act; (iii) after giving effect to this Eighth Amendment, no Event of Default shall have or event which with the giving of notice, the passage of time or both would become an Event of Default has occurred and is continuing, or would result from the execution of or performance under this Amendment; (iv) after giving effect to this Eighth Amendment, no material adverse change in the properties, business, operations, financial condition or prospects of the Borrower has occurred which has not been disclosed in writing to the Bank; and (v) after giving effect to this Eighth Amendment, the Borrower has in all material respects performed all agreements, covenants and conditions required to be continuingperformed on or prior to the date hereof under the Existing Credit Agreement and the other Loan Documents.

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment is subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied precedent, as determined by Lender in its reasonable discretion: (a) Lender (or its counsel) shall have received from each Credit Party a counterpart of this Amendment and all other Loan Documents to which it is party signed on behalf of such party in connection with this Amendment. (b) Lender shall have received all fees and other amounts due and payable on or prior to the Fifth Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) , including, the transfer of ILFC’s assets Fifth Amendment Structuring Fee and properties substantially as an entirety to Financing Trust pursuant Fifth Amendment Modification Fee and, to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 extent invoiced, reimbursement or payment of the Credit Agreement and that all conditions precedent in the Credit Agreement relating out-of-pocket expenses required to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withbe reimbursed or paid by Borrower hereunder. (c) The Administrative Agent Borrower shall have received made a written opinion (in each case addressed $1,000,000 payment on the Obligations, which shall be applied to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto Obligations as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.determined by Lender. 83955353v.3 (d) The representations and warranties ‎Borrower shall have (i) deposited (or simultaneously with the closing of Financing Trustthis Amendment, ILFCshall deposit) an amount equal to $935,352 (such amount, the Acceding Obligors “Reserve Account Initial Balance”) into the Reserve Account and the Borrower Parties party hereto pursuant (ii) delivered a fully executed Reserve Account Pledge Agreement, Reserve Account DARCA and Uniform Commercial Code Financing Statement with respect thereto in form and substance acceptable to Section 3 hereof shall be true and correct in all material respects.Lender.‎ (e) On The Collateral (including, for the Amendment Effective Dateavoidance of doubt, the Reserve Account) shall not be subject to any Liens other than Permitted Liens. (f) Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. (g) No Material Adverse Effect shall have occurred since December 31, 2019. (h) The representations and warranties of the Credit Parties and Entities as set forth in the Credit Agreement and each Loan Document shall be true and correct in all material respects as of the Fifth Amendment Date.

Conditions Precedent. As provided This Third Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “Third Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 6.1 The Administrative Agent shall have received an officers’ certificate from all the Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) this Third Amendment signed on behalf of such Person. 6.2 The Administrative Agent and the transfer of ILFC’s assets Lenders shall have received all fees and properties substantially as an entirety to Financing Trust pursuant other amounts due and payable on or prior to the Transfer Agreements and (ii) this Third Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withEffective Date. (b) 6.3 The Administrative Agent shall have received a written opinion new duly executed Notes payable to the order of ▇▇Bank of America, N.A., Royal Bank of Canada, Credit Agricole Corporate and Investment Bank, BMO ▇▇▇▇▇▇ Chance US LLP (addressed Financing, Inc., Citibank, N.A., Societe Generale and West Texas National Bank, to the extent requested by each such Lender, in a principal amount equal to the applicable new Maximum Credit Amount of such Lender, dated as of the Third Amendment Effective Date. 6.4 No Default shall have occurred and be continuing as of the Third Amendment Effective Date. 6.5 The Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 Agent, satisfactory title information on at least 80% of the Credit Agreement total value of the Oil and that all conditions precedent in Gas Properties evaluated by the Credit Agreement relating to such transfer have been complied withmost recently delivered Reserve Report. (c) 6.6 The Administrative Agent shall have received a written opinion (duly executed and notarized deeds of trust and/or mortgages or supplements to existing deeds of trust and/or mortgages in each case addressed form satisfactory to the Administrative Agent Agent, to the extent necessary so that the Mortgaged Properties represent at least 80% of the total value of the Oil and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law Gas Properties evaluated in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretomost recently delivered Reserve Report. (d) 6.7 The representations Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and warranties directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of Financing Trustthe Administrative Agent, ILFC, compliance with the Acceding Obligors and conditions set forth in this Section 6 or the Borrower Parties party hereto pursuant to waiver of such conditions as permitted in Section 3 hereof 12.02 of the Credit Agreement. Such declaration shall be true final, conclusive and correct in binding upon all material respectsparties to the Credit Agreement for all purposes. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of the date notified by ILFC to hereof upon (and only upon) satisfaction of the Administrative Agent following conditions precedent (the “Third Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) a. The Administrative Agent shall have received an officers’ duly executed originals of this Amendment from each Obligor and from each Lender; b. The Administrative Agent shall have received evidence that all material governmental, shareholder, board of director and third party consents and approvals necessary in connection with the execution, delivery and performance of this Amendment and the other transactions contemplated thereby have been obtained; c. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent, a certificate from the secretary or a member of ILFC stating that the board of directors or other equivalent officer of each Obligor, including the Swiss Borrower and each Additional Guarantor, together with certified copies of each of the following attachments (to the extent applicable in the relevant jurisdiction): (i) copies of the transfer articles of ILFC’s assets incorporation or other charter documents, as applicable, of such Obligor certified to be true and properties substantially complete as an entirety to Financing Trust pursuant of a recent date by the appropriate governmental authority of the jurisdiction of its incorporation or organization and in relation to the Transfer Agreements Swiss Borrower, a recent and up-to-date copy of its articles of association, certified by the relevant commercial register, containing express wording to the effect that the Swiss Borrower may provide financing, guarantees and/or security in favor of affiliated persons; (ii) a copy of the bylaws or comparable operating agreement of such Obligor; (iii) copies of certificates of good standing, existence or its equivalent with respect to such Obligor certified as of a recent date by the appropriate governmental authorities of the jurisdiction of incorporation or organization and each other jurisdiction in which the failure to so qualify and be in good standing could reasonably be expected to have a Material Adverse Effect on the business or operations of such Obligor; (iv) copies of resolutions of the board of directors of such Obligor approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery thereof and in relation to the Swiss Borrower copies of resolutions of its shareholders' meeting approving and adopting this Amendment complies with Section 5.17 of and the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.transactions contemplated herein; and (bv) incumbency signatures of appropriate officers or authorized signatories of such Obligor, including each officer or authorized signatory executing this Amendment; d. The Administrative Agent shall have received a written opinion certificate of ▇▇▇▇▇▇▇▇ Chance US LLP a senior officer of the U.S. Borrower, in such capacity, certifying that, to the best of his knowledge after due inquiry, (i) no Default or Event of Default has occurred and is continuing or will occur as a result of the consummation of the transactions contemplated hereby and (ii) all representations and warranties contained in the Credit Documents are true and correct in all material respects (without duplication of any materiality qualifier in the text of such representation or warranty); e. The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent and Lenders, opinions of legal counsel (including in any event from Swiss and Canadian counsel and other local counsel to the extent required by the Administrative Agent) for the Obligors dated as of the date hereof and addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Lenders; (c) f. The Administrative Agent shall have received a written opinion (in duly executed Joinder Agreement from each case addressed to the Additional Guarantor; g. The Administrative Agent and dated the Amendment Effective DateLenders shall have received, at least one (1) with respect Banking Day prior to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Third Amendment Effective Date, no Default or Event of Default all documentation and other information required by regulatory authorities under applicable “know your customer” and other Anti-Money Laundering Laws, including without limitation the PATRIOT Act and the Beneficial Ownership Regulation; h. At least one (1) Banking Day prior to the Third Amendment Effective Date, any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have occurred delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower; and i. The Borrowers shall have paid all reasonable costs, fees and be continuingexpenses paid or incurred by the Administrative Agent incident to this Amendment and the transactions contemplated hereby and thereby, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of this Amendment and any related documents and instruments, in each case, to the extent invoiced at least (2) two Banking Days prior to the date hereof.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment (other than Sections 1(b) and 1(f)) shall become be effective as upon satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Receipt by the Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer counterparts of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of duly executed by the Credit Agreement Borrower, the Guarantors, the Required Lenders and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Administrative Agent; (b) The Administrative Agent shall have received a written opinion copies of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent resolutions of each Loan Party approving and dated adopting the Amendment Effective Date) and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Loan Party to be true and correct and in the form attached hereto force and effect as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withdate hereof. (c) The Administrative Agent Borrower shall have received a written opinion (gross proceeds from the issuance of the Convertible Subordinated Debentures in each case addressed to an aggregate amount of at least $100,000,000 and repaid the Administrative Agent Term Loan in full with such proceeds and dated other cash and paid the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoprepayment premium required by Section 2.05(c). (d) The representations and warranties Receipt by the Administrative Agent of Financing Trusta copy, ILFC, the Acceding Obligors and certified by a Responsible Officer of the Borrower Parties party hereto pursuant to Section 3 hereof shall be as true and correct complete, of the Convertible Subordinated Debentures Documents (together with all exhibits and schedules thereto), such documentation (including the subordination provisions) to be reasonably satisfactory in all material respectsform and substance to the Administrative Agent. (e) On Receipt by the Administrative Agent (i) for the account of the Lenders of an amendment fee equal to twenty five basis points (0.25%) on the aggregate Revolving Commitments (prior to the effectiveness of this Amendment), (ii) for the account of each Lender who is increasing its Revolving Commitment, a fee of fifty basis points (0.50%) on the difference between the amount of such Lender's Revolving Commitment prior to the effectiveness of this Amendment and the amount of such Lender's Revolving Commitment as of the First Amendment Effective DateDate and (iii) any other fees and expenses payable in connection with this Amendment. Sections 1(b) and 1(f) shall be effective upon (i) receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, no Default or Event the Guarantors, the Lenders and the Administrative Agent and (ii) satisfaction of Default shall have occurred and be continuingeach of the conditions precedent identified in clauses (b) through (e) above.

Conditions Precedent. As provided in Section 2 above, The Amendment Effective Date shall only occur upon the amendments to the Credit Agreement contemplated hereby shall become effective as Lender’s receipt of the date notified by ILFC following, all in form and substance satisfactory to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateit in its sole discretion: (a) The Administrative Agent shall have received an officers’ certificate original counterpart of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that duly executed by all conditions precedent in the Credit Agreement relating to such transfer have been complied with.parties hereto, (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 duly executed original counterpart of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Great American Guaranty, (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment legal opinions from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house Great American Group’s counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.covering GAG Inc., (d) The representations a fully executed and warranties certified copy of Financing Trust, ILFC, the Acceding Obligors GAG Purchase Agreement and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct all other material agreements executed or delivered in all material respects.connection therewith, (e) On an amendment or replacement of the Subordinated Unsecured Promissory Note from GAG Inc. in favor of the Great American Members, dated as of July 31, 2009, containing subordination provisions in favor of Lender, (f) evidence that the transactions contemplated in the GAG Purchase Agreement have been closed and consummated according to the terms of the GAG Purchase Agreement as in effect on the date hereof, (g) a certificate from the Secretary of Borrower, GAG Inc., and Great American attesting to the resolutions of such Person’s Board of Directors authorizing its execution, delivery, and performance of this Amendment or the Great American Guaranty, as applicable, and authorizing specific officers of such Person to execute the same, (h) copies of Borrower’s, GAG Inc.’s, and Great American’s Governing Documents, as amended, modified, or supplemented to the First Amendment Effective Date, no Default or Event certified by the Secretary of Default such Person, (i) a certificate of status with respect to Borrower, GAG Inc., and Great American, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Person, which certificate shall indicate that such Person is in good standing in such jurisdiction; provided, however, that in lieu of providing such certificate on the First Amendment Effective Date, Borrower covenants and agrees that it shall take all action necessary to cause such certificate to be issued within five (5) Business Days of the First Amendment Effective Date, (j) Borrower shall have occurred paid all Lender Expenses incurred in connection with the transactions evidenced by this Amendment, and (k) All other documents and be continuinglegal matters in connection with this Amendment reasonably requested by the Lender shall have been delivered, executed, or recorded.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This First Amendment shall become effective as of the first date notified by ILFC to the Administrative Agent (the “First Amendment Effective Date”), provided that ) when each of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateset forth in this Section B shall have been satisfied: (a) 1. The Administrative Agent shall have received an officers’ certificate duly executed counterparts hereof that, when taken together, bear the signatures of ILFC stating that (a) (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B heretoParent Borrower, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in each of the form attached hereto as Exhibit C heretoother Credit Parties, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D heretoAdministrative Agent, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto each Lender holding Initial Term Loans (other than a First Amendment Non-Consenting Lender (as Exhibit E hereto defined below)) and (v) any Person that acquires any Initial Term Loans from any First Amendment Non-Consenting Lender as contemplated by Section B(5) below (that together with each Person described in clause (iv) constitute all of the Lenders holding Initial Term Loans) and (b) the Required Lenders (determined immediately prior to giving effect to this First Amendment). 2. The Parent Borrower shall have reimbursed or paid all reasonable and documented out-of-pocket expenses in connection with this First Amendment and any other out-of-pocket expenses of the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent as required to be paid or reimbursed pursuant to (a) that certain Engagement Letter, dated as of February 1, 2017, among the Parent Borrower, Deutsche Bank Securities Inc. and SunTrust R▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ , Inc. and (b) the Credit Agreement. 3. The Administrative Agent shall have received (x) a certificate of good standing (or subsistence) with respect to Irish law and in relation to Irish Subsidiary Holdco in each Credit Party from the form attached hereto as Exhibit F hereto. Secretary of State (dor similar official) The representations and warranties of Financing Trustthe State of such Credit Party’s organization, ILFC(y) a closing certificate executed by an Authorized Officer of the Parent Borrower, dated the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the First Amendment Effective Date, no certifying as to the accuracy of the matters set forth in Section C(2) of this First Amendment and (z) a certificate executed by an Authorized Officer of the Parent Borrower, dated the First Amendment Effective Date, certifying as to the incumbency and specimen signature of each officer of a Credit Party executing this First Amendment or any other document delivered in connection herewith on behalf of any Credit Party and attaching (A) a true and complete copy of the certificate of incorporation (or other applicable charter document) of each Credit Party, including all amendments thereto, as in effect on the First Amendment Effective Date, certified as of a recent date by the Secretary of State (or analogous official) of the jurisdiction of its organization (or, in the alternative, the Parent Borrower may certify that the copies of such documents delivered to the Administrative Agent on the Closing Date have not been amended and remain in full force and effect), (B) a true and complete copy of the by-laws (or other applicable operating agreements) of each Credit Party as in effect on the First Amendment Effective Date (or, in the alternative, the Parent Borrower may certify that the copies of such documents delivered to the Administrative Agent on the Closing Date have not been amended and remain in full force and effect) and (C) a true and complete copy of resolutions duly adopted or written consents duly executed by the board of directors (or equivalent governing body or any committee thereof) of each Credit Party authorizing the execution, delivery and performance of this First Amendment and the performance of the Credit Agreement (as amended by this First Amendment) and the other Credit Documents and certifying that such resolutions or written consents have not been modified, rescinded or amended and are in full force and effect. 4. No Default or Event of Default shall have occurred and be continuingcontinuing (both immediately before and immediately after giving effect to this First Amendment and the transactions contemplated hereby).

Conditions Precedent. As provided This Agreement shall not become effective until the Agent and the Lenders shall have received the following all in Section 2 above, the amendments form and substance satisfactory to the Credit Agreement contemplated hereby shall become effective as of Agent and the Majority Lenders (the date notified by ILFC on which such conditions precedent are satisfied is hereinafter referred to the Administrative Agent (as the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) The Administrative this Agreement shall have been duly executed and delivered to the Agent and each of the Lenders on behalf of the Borrowers and the Guarantors; (b) Vitran shall have completed the 2009 Equity Issue on or before September 30, 2009 in an amount equal to or greater than US$20,000,000; (c) the Agent shall have received an officers’ certificate payment of ILFC stating that (i) all fees required by them in connection with this Agreement and the transfer of ILFC’s assets and properties substantially fee letter dated as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement date hereof between the Borrowers and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.Agent; (d) The representations and warranties the Lenders party to this Agreement shall have received payment of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant an upfront fee in an amount equal to Section 3 hereof shall be true and correct in all material respects.25.0 bps of each such Lender’s Individual Commitment; (e) On a duly certified resolution of the Amendment Effective Dateboard of directors of each Borrower authorizing it to execute, deliver and perform its obligations under this Agreement; (f) a certificate of a senior officer of each Borrower setting forth specimen signatures of the individuals authorized to sign on their respective behalf; (g) a certificate of status or good standing for each Borrower issued by the appropriate governmental body or agency of the jurisdiction in which such Borrower is incorporated or formed; (h) a certificate of a senior officer of each Borrower certifying that, inter alia, no Default or Event of Default has occurred and is continuing or would occur or continue immediately after this Agreement becoming effective; (i) opinions of Borrowers’ legal counsel with respect to, inter alia, each Borrower, the enforceability of this Agreement and as to such other matters as the Agent may reasonably request, and otherwise in form and substance satisfactory to the Agent; and (j) the Agent shall have occurred received all such other certificates, documents, opinions, and be continuinginformation that it reasonably requests.

Conditions Precedent. As provided in Section 2 aboveThe effectiveness of this Third Amendment is subject to the satisfaction of each of the following conditions (the date of the satisfaction of all such conditions, the amendments to the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent (the “Third Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) The Administrative Agent (or its counsel) shall have received an officers’ certificate from Parent, each of ILFC stating that the Loan Parties, each Lender and each Issuer (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant after giving effect to the Transfer Agreements Third Amendment Repayment and Termination) either (iix) a counterpart of this Third Amendment complies with Section 5.17 signed on behalf of such party or (y) written evidence reasonably satisfactory to the Credit Agreement and Administrative Agent (which may include delivery of a signed signature page of this Third Amendment by facsimile or other means of electronic transmission (e.g., “pdf”)) that all conditions precedent in the Credit Agreement relating to such transfer have been complied withparty has signed a counterpart of this Third Amendment. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent representations and dated the Amendment Effective Date) warranties set forth in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 Article IV of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof other Loan Documents shall be true and correct in all material respectsrespects on and as of the Third Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representation and warranties shall have been true and correct in all material respects as of such earlier date. (ec) On At the time of and immediately after the Third Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing. (d) The Administrative Agent shall have received: (i) a favorable opinion of (A) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special New York counsel to Parent and the Loan Parties as to such matters as reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent and (B) ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special Delaware counsel to Parent and certain of the Loan Parties as to such matters as reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent; (ii) a certificate dated as of a recent date from the Secretary of State of the jurisdiction of organization of Parent and each Loan Party attesting to the good standing of Parent and each such Loan Party; (iii) a copy of the Constituent Document of Parent and each Loan Party, certified (if appropriate in such jurisdiction) as of a recent date by the Secretary of State of the state of organization (or other appropriate official) of Parent and such Loan Party, as applicable; (iv) a certificate of the secretary or an assistant secretary (or other appropriate officer) of Parent and each Loan Party certifying (A) the names and true signatures of each officer of Parent and such Loan Party, as applicable, or other authorized signatory that has been authorized to execute and deliver this Third Amendment or other document required hereunder to be executed and delivered by or on behalf of Parent or such Loan Party, as applicable, (B) the by-laws (or equivalent Constituent Document) of Parent and such Loan Party, as applicable, as in effect on the date of such certification, (C) the resolutions of Parent’s and such Loan Party’s Board of Directors (or equivalent governing body), as applicable, approving and authorizing the execution, delivery and performance of this Third Amendment and the other Loan Documents to which it is a party and (D) that there have been no changes in the certificate of incorporation (or equivalent Constituent Document) of Parent or such Loan Party, as applicable, from the certificate of incorporation (or equivalent Constituent Document) delivered pursuant to this clause (iv); (v) a certificate of the chief financial officer of the Borrower in the form of Exhibit T to the Credit Agreement certifying as to the Solvency, after giving effect to effectiveness of this Third Amendment on the Third Amendment Effective Date, of the Borrower and its Subsidiaries on a combined basis; (vi) a certificate of a Responsible Officer of Borrower certifying that substantially concurrently with the effectiveness of this Third Amendment on the Third Amendment Effective Date, the conditions set forth in Sections 3(b) and 3(c) of this Third Amendment have been satisfied; and (vii) the results of customary lien and judgment searches made with respect to each Loan Party and requested by the Administrative Agent prior to the Third Amendment Effective Date. (e) The Administrative Agent shall have received, at least three (3) Business Days prior to the Third Amendment Effective Date, all documentation and information reasonably requested in writing by the Administrative Agent, at least ten (10) calendar days prior to the Third Amendment Effective Date, about Parent and the Loan Parties required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and the CDD Rule. (f) There shall have been paid (x) to the Lenders all fees required to be paid on or before the Third Amendment Effective Date pursuant to this Third Amendment (including the Extension Fee (as defined below)) and (y) all fees and expenses required to be paid as separately agreed in writing between the Borrower and any of the Lenders (or their respective affiliates). (g) The Administrative Agent shall have received a guaranty substantially in the form of Exhibit C attached hereto, duly executed and delivered by ▇▇▇▇▇▇. (h) With respect to each Letter of Credit outstanding immediately prior to giving effect to this Third Amendment on the Third Amendment Effective Date, an amount equal to 103% of such Letter of Credit shall have been deposited in a Cash Collateral Account or such other account as may be agreed by the Borrower and the applicable Issuer, in each case, on terms satisfactory to the applicable Issuer. (i) The Borrower shall have paid to the Administrative Agent, for the account of the Non-Consenting Lender, all principal, accrued and unpaid fees and interest, and any amounts owed pursuant to Section 2.14(e) of the Credit Agreement, in each case, in respect of the Non-Consenting Lender’s Loans and/or Commitments;

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Third Amendment shall become effective as of on the date notified by ILFC to (such date, the Administrative Agent (the “"Third Amendment Effective Date”), provided that ") when each of the following conditions precedent are is satisfied on (or prior to the Amendment Effective Date:waived in accordance with Section 12.02): (a) 3.1 The Administrative Agent shall have received an officers’ certificate from the Lenders and the Borrower counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) this Third Amendment signed on behalf of such Persons. 3.2 The Administrative Agent and the transfer of ILFC’s assets Lenders shall have received all fees and properties substantially as an entirety to Financing Trust pursuant other amounts due and payable on or prior to the Transfer Agreements and (ii) this Third Amendment complies Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 3.3 The Administrative Agent shall have received, together with Section 5.17 title information previously delivered to the Administrative Agent, satisfactory title information on at least 85% of the Credit Agreement total value of the Oil and that all conditions precedent in Gas Properties of the Credit Agreement relating to such transfer have been complied withBorrower and the Subsidiaries evaluated by the most recently delivered Reserve Report. (b) 3.4 The Administrative Agent shall have received a written opinion duly executed and notarized deeds of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed trust and/or mortgages or supplements to existing deeds of trust and/or mortgages in form satisfactory to the Administrative Agent to the extent necessary, so that the Mortgaged Properties represent at least 85% of the total value of the Oil and dated Gas Properties of the Borrower and the Subsidiaries evaluated in the most recently delivered Reserve Report. 3.5 No Default shall have occurred and be continuing as of the Third Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) 3.6 The Administrative Agent shall have received a written opinion (evidence, in each case addressed form and substance satisfactory to the Administrative Agent and dated Agent, that the Amendment Effective Date) Borrower has entered into Swap Agreements with one or more Approved Counterparties, hedging at least 60% of the Borrower's reasonably anticipated proved developed producing production with respect to this Amendment from crude oil by reference to the most recently delivered Reserve Report for each month during calendar year 2016, which shall have a floor strike price of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with not less than $50.00 per barrel in respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoof crude oil. 3.7 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant Third Amendment Effective Date shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 hereof or the waiver of such conditions as permitted in Section 12.02. Such declaration shall be true final, conclusive and correct in binding upon all material respectsparties to the Credit Agreement for all purposes. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective on the Sixth Amendment Effective Date provided that (a) this Amendment is duly executed and delivered by each of Seller, Buyer and Guarantor, (b) Seller and Buyer have executed and delivered that certain Amendment No. 3 to Fee and Pricing Letter, dated as of the date notified by ILFC to the Administrative Agent hereof (the “Amendment Effective DateFee Letter Amendment”), provided that by and between Seller and Buyer, (c) Seller has paid to Buyer the following conditions precedent are satisfied Base Portion (as defined in the Fee Letter) of the Sixth Amendment Structuring Fee payable on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Sixth Amendment Effective Date, no Default or Event the first monthly payment of Default shall have occurred the Sidecar Portion of the Sixth Amendment Structuring Fee in the amount of $5,028.34, for the period from August 19, 2018 to and be continuingexcluding the next Remittance Date, and an additional fee related to the Sidecar Portion in the amount of $1,454.70, (d) customary opinions, in form and substance reasonably acceptable to Buyer, as to enforceability, security interests, perfection and corporate matters with RESPECT TO SELLER AND GUARANTOR, (E) A BRING DOWN LETTER OR NEW OPINION, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO BUYER, AFFIRMING the legal opinion with respect to the applicability of the Bankruptcy Code safe harbors that was provided to Buyer on the Closing Date, and (f) an officer’s certificate, in form and substance reasonably acceptable to Buyer.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (the “Amendment No. 6 Effective Date”), provided that ) on which the following conditions precedent are satisfied on or prior to the Amendment Effective Datesatisfied: (a) The this Amendment shall have been executed and delivered by the Borrower, the Co-Borrower, each of the other Loan Parties, the Administrative Agent, the L/C Issuers, the Extending Lender and the Amendment No. 6 Term Lenders providing Repriced Term Loans; (b) (i) all costs, fees, expenses (including, without limitation, legal fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, the counsel to the Administrative Agent), in each case solely to the extent required to be paid pursuant to Section 10.04 of the Amended Credit Agreement and (ii) all fees due and payable pursuant to that certain amended and restated Engagement Letter, dated as of December 7, 2023, by and among the Borrowers and the Amendment No. 6 Arrangers (the “Engagement Letter”) shall, in each case, have been paid to the extent due (and, in the case of expenses, invoiced in reasonable detail at least three (3) Business Days prior to the Amendment No. 6 Effective Date); (c) after giving effect to this Amendment, (i) the representations and warranties of the Borrowers and each other Loan Party contained in Article V of the Credit Agreement, Article II hereunder and each other Loan Document are true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the Amendment No. 6 Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and (ii) no Default or Event of Default shall exist, or would result immediately after giving effect to the provisions of this Amendment. A Responsible Officer of the Borrowers shall have delivered a certificate to the Administrative Agent certifying as to the matters set forth in the foregoing clauses (i) and (ii); (d) the Administrative Agent shall have received a solvency certificate executed by the chief financial officer or similar officer, director or authorized signatory of Holdings (after giving effect to the transactions contemplated by this Amendment) substantially in the form attached as Exhibit G to the Amended Credit Agreement; (e) the Administrative Agent shall have received (i) such customary resolutions or other action of the Borrowers, Holdings and each other Loan Party as the Administrative Agent may reasonably require evidencing the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, (ii) with respect to the Borrowers, Holdings and each other Loan Party, such documents and certifications (including incumbency certificates, Organization Documents and, if applicable, good standing certificates) as the Administrative Agent may reasonably require to evidence that each of the Borrowers, Holdings and each other Loan Party is duly organized or formed, and that each of the Borrowers, Holdings and each other Loan Party is validly existing and in good standing and (iii) to the extent applicable in the relevant jurisdiction, bring down good standing certificates of the Borrowers, Holdings and each other Loan Party dated as of a recent date; (f) the Administrative Agent shall have received a Committed Loan Notice pursuant to Section 2.02 of the Credit Agreement with respect to the Credit Extension of the Repriced Term Loans under this Amendment and the Amended Credit Agreement at least three (3) Business Days prior to the Amendment No. 6 Effective Date (or such shorter period as the Administrative Agent shall otherwise agree); (g) the Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) & ▇▇▇▇▇▇▇▇ Chance US LLP LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to the Administrative Agent; (h) the Administrative Agent shall have received a duly executed Assignment and Assumption substantially in the form of Exhibit D-1 of the Credit Agreement, with respect to New York law the Assignment, by CS, as assignor, RBC, as assignee, and consented by the Administrative Agent, the L/C Issuers and the Borrowers; and (i) Holdings, the Borrowers and each of the Subsidiary Guarantors shall have provided the documentation and other information reasonably requested in writing at least ten (10) Business Days prior to the form attached hereto Amendment No. 6 Effective Date by the Amendment No. 6 Term Lenders as Exhibit B heretothey reasonably determine is required by United States regulatory authorities in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation (ii) in-house counsel to ILFC including such documentation and information with respect to California law and the Co-Borrower), in relation each case at least three (3) Business Days prior to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment No. 6 Effective Date, no Default Date (or Event of Default such shorter period as the Administrative Agent shall have occurred and be continuingotherwise agree).

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment is subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that all of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) 4.1. The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) this Amendment duly executed by the transfer of ILFC’s assets Borrower, each Guarantor, and properties substantially as an entirety to Financing Trust pursuant the Required Lenders. 4.2. To the extent not previously delivered to the Transfer Agreements Administrative Agent, the Administrative Agent shall have received evidence of insurance required to be maintained under the Loan Documents. 4.3. The Administrative Agent shall have received copies of the Borrower’s, MergerSub’s and AF REIT’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its capacity as general partner of the Borrower and sole member of MergerSub). 4.4. The Administrative Agent shall have received copies of resolutions authorizing the execution, delivery and performance by the Borrower, MergerSub and AF REIT of this Amendment and the consummation of the transactions contemplated hereby, together with specimen signatures of the persons authorized to execute such document on the Borrower’s, MergerSub’s and AF REIT’s behalf, all certified in each instance by an authorized officer of AF REIT (on behalf of itself and in its capacity as general partner of the Borrower and sole member of MergerSub). 4.5. The Administrative Agent shall have received copies of the certificates of good standing for the Borrower and each Guarantor (dated no earlier than thirty (30) days prior to the Second Amendment Closing Date) from the office of the secretary of the state (or similar office) of its incorporation or organization and of each state in which an Unencumbered Pool Property (as of the Second Amendment Closing Date) is located where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that the failure to do so would not have a Material Adverse Effect. 4.6. The Administrative Agent shall have received a list of the Borrower’s Authorized Representatives as of the Second Amendment Closing Date. 4.7. The Administrative Agent shall have received (a) a copy of the AF REIT’s projections for the following two Fiscal Years including consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared by AF REIT (which shall include a summary of all significant assumptions made in preparing such projections); and (iib) this an Available Amount Certificate showing the computation of the Available Amount with the inclusion of the Unencumbered Pool Properties as of the Second Amendment complies with Closing Date, each in form and substance reasonably acceptable to the Administrative Agent. 4.8. The Administrative Agent shall have received customary financing statement, tax, and judgment lien search results against the Borrower, MergerSub and AF REIT evidencing the absence of Liens on its Property except for Permitted Liens or as otherwise permitted by Section 5.17 8.7 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgreement. (b) 4.9. The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇D▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect LLP, counsel to Irish law the Borrower and each Guarantor, in relation form and substance reasonably acceptable to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent. 4.10. The Administrative Agent shall have received (da) a fully executed Internal Revenue Service Form W-9 for the Borrower, MergerSub and AF REIT and (b) any information or materials reasonably required by the Administrative Agent or any Lender in order to assist the Administrative Agent or such Lender in maintaining compliance with (i) the Patriot Act and (ii) any applicable “know your customer” or similar rules and regulations, in each case, to the extent reasonably requested by the Administrative Agent or such Lender, in writing, at least five (5) business days prior to the date hereof. 4.11. The representations Administrative Agent shall have received such other agreements, instruments, documents, certificates, and warranties opinions as the Administrative Agent may reasonably request, and legal matters incident to the execution and delivery of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof this Amendment shall be true reasonably satisfactory to the Administrative Agent and correct in all material respectsits counsel. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As The effectiveness of this Third Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 2 above4, the amendments to the Credit Agreement contemplated hereby each of which shall become effective as of the date notified by ILFC be reasonably satisfactory to the Administrative Agent in form and substance (the date on which such documents are received and conditions satisfied or waived pursuant to the Credit Agreement, the “Third Amendment Effective Date”), provided that ): 4.1 The Administrative Agent and the following conditions precedent are satisfied Lenders shall have received all fees and other amounts due and payable on or prior to the Third Amendment Effective Date:, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. 4.2 The Administrative Agent shall have received from the Borrower, each Lender, and each of the Guarantors, counterparts (ain such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Person. 4.3 The Administrative Agent shall have received from each party thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Security Instruments described in Exhibit A of this Third Amendment. 4.4 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect L.L.P., special counsel to Delaware law the Borrower, in form and in relation substance reasonably acceptable to Financing Trust and USHoldco in the form attached hereto as Exhibit D heretoAdministrative Agent, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (vii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect local counsel in Louisiana in form an substance reasonably satisfactory to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no 4.5 No Default or Event of Default shall have occurred and be continuingcontinuing as of the Third Amendment Effective Date. 4.6 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As The effectiveness of this Second Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 2 above3, the amendments to the Credit Agreement contemplated hereby each of which shall become effective as of the date notified by ILFC be reasonably satisfactory to the Administrative Agent in form and substance (the date on which such documents are received and conditions satisfied or waived pursuant to the Credit Agreement, the “Second Amendment Effective Date”), provided that ): 3.1 The Administrative Agent and the following conditions precedent are satisfied Lenders shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date:, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (a) 3.2 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) from the transfer of ILFC’s assets Borrower, each Lender, and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 each of the Credit Agreement and that all conditions precedent Guarantors, counterparts (in such number as may be requested by the Credit Agreement relating to Administrative Agent) of this Second Amendment signed on behalf of such transfer have been complied withPerson. (b) 3.3 The Administrative Agent shall have received a written opinion from the Borrower counterparts (in such number as may be requested by the Administrative Agent) of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed the First Amendment to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer Collateral Assignment of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withMidstream Services Contracts. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no 3.4 No Default or Event of Default shall have occurred and be continuingcontinuing as of the Second Amendment Effective Date. 3.5 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this Second Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided The effectiveness of the amendments contained in Section 2 above, the amendments of this Amendment is subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that each of the following conditions precedent are satisfied precedent, each in form and substance satisfactory to Agent (and, if expressly indicated below, Lenders), on or prior to the Amendment Effective Datebefore September 28, 2011, unless satisfaction thereof is specifically waived in writing by Agent: (a) The Administrative Agent shall have received this Amendment, in form and substance satisfactory to Lenders, duly executed and delivered by a Senior Officer of each Obligor and an officersauthorized officer of each Lender; (b) Agent shall have completed its due diligence review of Obligors, including appraisals of Borrowers’ certificate Equipment satisfactory to Lenders (it being acknowledged that the appraisals of ILFC stating that Equipment received in September 2011 by Agent are satisfactory to the Lenders); (c) In the opinion of Agent, no material adverse change shall have occurred with respect to Borrowers’ assets, liabilities, business, financial condition, business prospects, or, taken as a whole, results of operations; (d) Agent shall be satisfied with all environmental aspects relating to Borrowers and their business; (e) Agent shall have received such historic financial statements, pro forma financial statements, and projections with respect to Borrowers as Agent deems appropriate; (f) Agent shall have received from each Obligor resolutions, certified by a secretary or Senior Officer of such Obligor, evidencing such Obligor’s authorization to enter into this Amendment; and (g) Borrowers shall have paid all fees and expenses set forth in (i) the transfer of ILFC’s assets Fee Letter dated August 19, 2011, among Borrowers, Agent, and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇Lynch, Pierce, ▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D heretoIncorporated, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (vii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoSection 13 of this Amendment. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided This First Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 10.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “First Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 3.1 The Administrative Agent shall have received an officers’ certificate from the Majority Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) this First Amendment signed on behalf of such Persons. 3.2 The Administrative Agent and the transfer of ILFC’s assets Lenders shall have received all extension, increase and properties substantially as an entirety to Financing Trust pursuant other fees and other amounts due and payable on the First Amendment Effective Date, including, to the Transfer Agreements and extent invoiced at least one Business Day prior to the First Amendment Effective Date (ii) this Amendment complies with Section 5.17 unless the Borrower otherwise consents), reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withBorrower hereunder. (b) 3.3 The Borrower shall have entered into a term loan facility among the Borrower, Barclays Bank PLC, as administrative agent and the lenders party thereto, with no terms therein materially less favorable to or more onerous or restrictive on the Borrower, and the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withcopy thereof. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no 3.4 No Default or Event of Default shall have occurred and be continuing, both prior and after giving effect to the terms of this First Amendment. 3.5 The Administrative Agent shall have received (a) copies of corporate resolutions certified by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be satisfactory to the Administrative Agent, demonstrating that the Borrower’s incurrence of indebtedness under the Credit Agreement with a Maturity Date as extended pursuant to Section 2.4 hereof has been duly authorized by all necessary corporate action and (b) such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as upon the satisfaction of the date notified by ILFC to the Administrative Agent following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:. (a) The Administrative Agent shall have received an officers’ certificate (w) evidence satisfactory to it that the Rating Condition is satisfied in connection with this Amendment, (x) counterparts of ILFC stating that (i) this Amendment executed by the transfer of ILFC’s assets Borrower, the Parent, the Servicer, the Administrative Agent, the Lenders, the Collateral Administrator, the Collateral Agent, the Custodian and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements Document Custodian, and (iiy) this Amendment complies with Section 5.17 a duly executed copy of the Credit Agreement and that all conditions precedent in Upfront Lender Fee Letter, dated as of the Credit Agreement relating date hereof, together with payment of the fees required by the terms thereof to such transfer have been complied withbe paid on the date hereof. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof set forth in this Amendment shall be true and correct in all material respectsrespects on the Effective Date. (ec) On the Amendment Effective DateNo Default, no Event of Default or Servicer Event of Default shall have occurred and be continuingcontinuing as of the Effective Date. (d) The Administrative Agent shall have received evidence that the accrued reasonable fees and actual and reasonable expenses of counsel to the Administrative Agent and the Lenders, in connection with the transaction contemplated hereby, have been paid by the Borrower or the Parent as applicable, in immediately available funds. (e) The Administrative Agent and Lenders shall have received each of the following in form and substance satisfactory to the Lenders: (i) (A) a certificate of an Authorized Officer of the Borrower, dated the Effective Date, certifying that (i) copies of the organizational documents of the Borrower provided on the Closing Date continue to be a true and correct copies thereof as in effect on the Effective Date (or, if any such organizational documents have been amended or modified, that attached thereto are true and correct copies of such organizational documents as in effect on the Effective Date), and (ii) attached thereto are true and correct copies of resolutions duly adopted by the governing body of the Borrower and continuing in effect, which authorize the execution, delivery and performance by the Borrower of this Amendment and the consummation of the transactions contemplated hereby, and (B) a certificate as to the good standing of the Borrower as of a recent date from its state or jursidication of organization; and (ii) a favorable written opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, as special counsel to the Borrower, covering such legal matters as the Lenders may request, addressed to each of the Secured Parties and S&P.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit This Agreement contemplated hereby shall become be effective as of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that hereof upon satisfaction of each of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The receipt by the Administrative Agent shall have received an officers’ of this Agreement executed by the Parent Borrower, the Foreign Subsidiary Borrowers, the Subsidiary Guarantors, the New Foreign Issuing Lender, the Foreign Trade Facility Agent and the Administrative Agent; and (b) receipt by the Administrative Agent of a certificate dated as of ILFC stating that the date of the [Additional Participation Foreign Credit Instrument Issuing Commitment] [Additional Bilateral Foreign Credit Instrument Issuing Commitment] [Increased Participation Foreign Credit Instrument Issuing Commitment] [Increased Bilateral Foreign Credit Instrument Issuing Commitment] from a Responsible Officer of the Parent Borrower, certifying that, before and after giving effect to the [Additional Participation Foreign Credit Instrument Issuing Commitment] [Additional Bilateral Foreign Credit Instrument Issuing Commitment] [Increased Participation Foreign Credit Instrument Issuing Commitment] [Increased Bilateral Foreign Credit Instrument Issuing Commitment] , (iA) the transfer of ILFC’s assets representations and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 warranties contained in Article III of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be other Loan Documents are true and correct in all material respects. respects on and as of the date of the [Additional Participation Foreign Credit Instrument Issuing Commitment] [Additional Bilateral Foreign Credit Instrument Issuing Commitment] [Increased Participation Foreign Credit Instrument Issuing Commitment] [Increased Bilateral Foreign Credit Instrument Issuing Commitment], except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date and (eB) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, Each of the amendments following shall be the only conditions precedent to the making of an Incremental Term Loan and establishment of any Incremental Revolving Credit Agreement contemplated hereby Commitment: (i) The Borrower shall become effective as of the date notified by ILFC deliver to the Administrative Agent a certificate of the Borrower, dated as of the Increase Effective Date (the “Amendment Effective Date”in sufficient copies for each Lender), provided that signed by a Responsible Officer of the following Borrower and certifying the attachment of the resolutions adopted by each Loan Party, if any, approving or consenting to such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment or, as applicable, the guaranty of the Obligations of the Borrower in respect thereof. (ii) Each of the conditions precedent are satisfied on or set forth in Section 5.2 shall be satisfied. (iii) The Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent (including by delivery of the Compliance Certificate contemplated by clause (iv) immediately below) that: (A) the minimum Consolidated Fixed Charge Coverage Ratio, calculated as of the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 (or, prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed date financial statements are first delivered to the Administrative Agent pursuant to Section 6.1, calculated as of December 31, 2017), but giving effect, on a pro forma basis, to the requested Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment (as if such requested Incremental Term Loan had been made on such day and dated assuming the Amendment Effective Datefull amount available under any Incremental Revolving Credit Commitment is drawn), shall be no less than the minimum Consolidated Fixed Charge Coverage Ratio required pursuant to Section 7.1(a) in the form attached hereto to have been maintained as Exhibit A hereto stating that of such day; and (iB) the transfer maximum Consolidated Leverage Ratio, calculated as of ILFC’s assets and properties substantially as an entirety to Financing Trust the last day of the most recently completed fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 (or, prior to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed date financial statements are first delivered to the Administrative Agent pursuant to Section 6.1, calculated as of December 31, 2017), but giving effect, on a pro forma basis, to the requested Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment (as if such requested Incremental Term Loan had been made on such day and dated assuming the Amendment Effective full amount available under any Incremental Revolving Credit Commitment is drawn), shall be no greater than 0.25 less than the maximum Consolidated Leverage Ratio required by Section 7.1(b) to have been observed as of such day. (iv) The Borrower shall have delivered to the Administrative Agent a Compliance Certificate certifying as to compliance with the requirements of clauses (ii) and (iii) above, together with all reasonably detailed calculations evidencing compliance with clause (iii) above. (v) The Borrower shall (x) deliver to any Lender providing any portion of any such newly requested Incremental Term Loan or Incremental Revolving Credit Commitment any new or replacement Notes requested by such Lender, and (y) have executed any amendments to this Agreement and the other Loan Documents as may be reasonably required by the Administrative Agent to effectuate the provisions of this Section 2.24, including, if applicable, any amendment that may be necessary to ensure and demonstrate that the Liens and security interests granted by the Loan Documents are perfected under the UCC or other applicable law to secure the Obligations in respect of such Incremental Term Loans and, if applicable, Incremental Revolving Credit Commitments. (vi) The Borrower shall have paid to the Administrative Agent any fees (including any upfront fees) required to be paid pursuant to the terms of any fee letter in connection with such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment and shall have paid to any Lender any fees required to be paid to such Lender in connection with such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment. (vii) Solely in connection with any such Incremental Term Loan and, if applicable, Incremental Revolving Credit Commitment that is being requested by the Borrower for the sole purpose of financing the consideration payable by the Borrower in connection with a Permitted Acquisition undertaken from and after the Closing Date, the Borrower shall demonstrate to the reasonable satisfaction of the Administrative Agent that the Borrower has complied with all requirements set forth in Section 7.7(m) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretosuch Permitted Acquisition. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the The amendments to the Credit Loan Agreement contemplated hereby contained in this Amendment No. 5 shall become only be effective as upon the satisfaction of each of the date notified by ILFC following conditions precedent in a manner satisfactory to the Administrative and Collateral Agent (the “Amendment No. 5 Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) The Administrative and Collateral Agent shall have received an officers’ certificate counterparts of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 No. 5, duly authorized, executed and delivered by Borrowers, Guarantors and all of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Lenders; (b) The Administrative and Collateral Agent shall have received a written opinion true and correct copy of ▇▇▇▇▇▇▇▇ Chance US LLP each consent, waiver or approval (addressed if any) to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer or of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement No. 5, which Borrowers and that all conditions precedent Guarantors are required to obtain from any other Person, and such consent, approval or waiver (if any) shall be in the Credit Agreement relating form and substance reasonably satisfactory to such transfer have been complied with.Administrative and Collateral Agent; (c) The Administrative and Collateral Agent shall have received evidence that all corporate and limited partnership proceedings with respect to the Amendment No. 5 BlueLinx Rights Offering and the Amendment No. 5 BlueLinx Rights Offering Equity Issuance have been taken by Borrowers and Guarantors, as appropriate; (d) Administrative and Collateral Agent shall have received from Administrative Borrower, in the form annexed hereto as Exhibit A, an Amendment No. 5 Rights Offering Certificate; (e) Administrative and Collateral Agent shall have received a written opinion (in each case addressed to final Registration Statement on Form S-1 filed by Parent with the Administrative Agent Securities and dated the Amendment Effective Date) Exchange Commission with respect to this the Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.No. 5 BlueLinx Rights Offering; (df) The all of the representations and warranties of Financing Trust, ILFC, set forth in the Acceding Obligors Loan Agreement and the Borrower Parties party hereto pursuant to Section 3 hereof other Financing Agreements, each as amended by Amendment No. 5, shall be true and correct in all material respects.respects on and as of the date hereof, as if made on the date hereof, except to the extent any such representation or warranty is made as of a specified date, in which case such representation or warranty shall have been true and correct in all material respects as of such date; (eg) On after giving effect to the transactions contemplated by the Amendment No. 5 BlueLinx Rights Offering Equity Issuance, no Change of Control shall have occurred; (h) after giving effect to transactions contemplated hereunder and by the Amendment No. 5 BlueLinx Rights Offering Equity Issuance, and after provision for payment of all fees and expenses of such transactions, Excess Availability shall be not less than $100,000,000; (i) the Administrative and Collateral Agent shall have received at least five (5) Business Days prior to the Amendment No. 5 Effective Date all documentation and other information about the Borrowers and Guarantors required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested from Administrative Borrower at least ten (10) Business Days prior to the Amendment No. 5 Effective Date; (j) Administrative and Collateral Agent shall have received the fees referred to in the Amendment Fee Letter, dated of even date herewith, by and among Borrowers, Administrative and Collateral Agent and the Sole Lead Arranger; (k) no Material Adverse Change shall have occurred since September 30, 2012; (l) Administrative and Collateral Agent shall not have become aware of any material information or other matter that is inconsistent in a material and adverse manner with any previous due diligence, information or matter (including any financial information); and (m) no Default or Event of Default shall exist or have occurred and be continuing.

Conditions Precedent. As The effectiveness of this First Amendment is subject to the receipt by the Administrative Agent of the following documents and satisfaction of the other conditions provided in this Section 2 above5, the amendments to the Credit Agreement contemplated hereby each of which shall become effective as of the date notified by ILFC be reasonably satisfactory to the Administrative Agent in form and substance (the date on which such documents are received and conditions satisfied or waived pursuant to the Credit Agreement, the “First Amendment Effective Date”), provided that ): 5.1 The Administrative Agent and the following conditions precedent are satisfied Lenders shall have received all fees and other amounts due and payable on or prior to the First Amendment Effective Date:, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (a) 5.2 The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) from the transfer of ILFC’s assets Borrower, the Majority Lenders, including each Adjusting Lender, and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 each of the Credit Agreement and that all conditions precedent Guarantors, counterparts (in such number as may be requested by the Credit Agreement relating to Administrative Agent) of this First Amendment signed on behalf of such transfer have been complied withPerson. (b) 5.3 The Administrative Agent shall have received a written opinion certificate of ▇▇▇▇▇▇▇▇ Chance US LLP a Responsible Officer of the Borrower certifying: (addressed a) that the Borrower has or is concurrently consummating the formation of Newco and the assignment, transfer and conveyance to Newco of the Haynesville Assets in accordance with the terms of the Formation and Contribution Agreement (with all of the material conditions precedent thereto having been satisfied in all material respects by the parties thereto); (b) as to the Administrative Agent and dated amount of the Amendment Effective Date) Closing Cash Contribution (as such term is defined in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets Formation and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements Contribution Agreement); and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The such other related documents and information as the Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoreasonably requested. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no 5.4 No Default or Event of Default shall have occurred and be continuingcontinuing as of the First Amendment Effective Date. 5.5 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require. The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided This First Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “First Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 3.1 The Administrative Agent shall have received an officers’ certificate from Lenders constituting at least the Majority Lenders, Parent, the Borrower, and each Guarantor counterparts (in such number as may be requested by the Administrative Agent) of ILFC stating that (i) the transfer this First Amendment signed on behalf of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant such Persons. 3.2 The Borrower shall have paid to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 Administrative Agent, for the account of each of the Credit Agreement undersigned consenting Lenders executing this First Amendment on or prior to 3:00 p.m. Central time on the date hereof (each a “Consenting Lender”), a fee (the “Consent Fees”) in an amount equal to ten basis points (0.10%) of such Consenting Lender’s Applicable Percentage of the Aggregate Commitments as of the First Amendment Effective Date. The entire amount of the Consent Fees will be fully earned and that all conditions precedent shall be due and payable in full in cash on the Credit Agreement relating to such transfer have been complied withFirst Amendment Effective Date. (b) 3.3 The Administrative Agent Borrower shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed paid to the Administrative Agent all other fees and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets other amounts due and properties substantially as an entirety to Financing Trust pursuant payable on or prior to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the First Amendment Effective Date, no including, to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses required to be reimbursed or paid by the Borrower under the Credit Agreement. 3.4 No Default or Event of Default shall have occurred and be continuingcontinuing as of the date hereof after giving effect to the terms of this First Amendment.

Conditions Precedent. As provided in Section 2 aboveThis Amendment shall be effective upon satisfaction, the amendments to the Credit Agreement contemplated hereby shall become effective as or waiver, of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) The Administrative Agent Agent’s receipt of executed counterparts of this Amendment, which shall have received an officers’ certificate be originals or telecopies (followed promptly by originals), properly executed by a Responsible Officer of ILFC stating that (i) each Loan Party, the transfer of ILFC’s assets Required Lenders and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAdministrative Agent. (b) The In connection with the permanent reductions of the Aggregate Commitments A-1 to $585,937,500 and the Aggregate Commitments A-2 to $39,062,500 on the Sixth Amendment Effective Date, which reductions shall be applied to the US A-1 Commitment and US A-2 Commitment, as applicable, of each US Lender according to its Applicable Percentage, the US Borrower shall make such prepayments (accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 of the Amended Credit Agreement) as are required so that the US A-1 Total Outstandings and the US A-2 Total Outstandings, as applicable, would not exceed the Aggregate Commitments A-1 or the Aggregate Commitments A-2, as applicable. (i) Any fees required to be paid on or before the Sixth Amendment Effective Date shall have been paid, and (ii) reimbursement by the Loan Parties for all reasonable and documented out-of-pocket expenses of the Administrative Agent and the Canadian Lender in connection with the preparation, execution and delivery of this Amendment, including all Attorney Costs of the Administrative Agent and the Canadian Lender (paid directly to such counsel if requested by the Administrative Agent or the Canadian Lender, as applicable). (i) Completion by the Lenders of a due diligence investigation of the US Borrower and its Subsidiaries in scope, and with results, satisfactory to the Lenders, including, without limitation, OFAC, Foreign Corrupt Practices Act and “know your customer” due diligence, (ii) receipt by the Administrative Agent and the Lenders of documentation and other information requested by the Administrative Agent and the Lenders in order to comply with applicable law, including without limitation, the Patriot Act, and (iii) with respect to any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, receipt by the Administrative Agent and each Lender that so requests, of a Beneficial Ownership Certification in relation to such Borrower. For purposes of determining compliance with the conditions specified in this Section 2, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed notice from such Lender prior to the Administrative Agent and dated the proposed Sixth Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withDate specifying its objection thereto. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 aboveThis Amendment shall become effective on the date (such date, the amendments “Seventh Amendment Effective Date”) when each of the following conditions is satisfied (or waived in accordance with Section 12.1 of the Credit Agreement): 4.1 The Administrative Agent, JPMCB and the Lenders shall have received (i) reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Company pursuant to Section 12.5(a) of the Credit Agreement contemplated hereby shall become effective as or any other Credit Document (including the out of the date notified by ILFC pocket expenses of counsel to the Administrative Agent and its Affiliates) to the extent invoiced to the Company at least one (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or 1) Business Day prior to the Seventh Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements Date and (ii) this Amendment complies with Section 5.17 any fees required to be paid as of the Credit Agreement Seventh Amendment Effective Date pursuant to that certain Fee Letter, dated as of February 25, 2026, between JPMCB and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withParent. (b) 4.2 The Administrative Agent shall have received a written opinion counterpart of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with signed by the Company, the Parent, each Guarantor and each of the Lenders (which, subject to Section 5.17 4.4 hereof and Section 12.8(b) of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgreement, may include any Electronic Signatures transmitted by telecopy, pdf or similar electronic transmission). (c) 4.3 The Administrative Agent shall have received a written opinion (certificate from a Responsible Officer of the Company certifying that the representations and warranties set forth in each case addressed Section 5.2(e) hereof are true and correct on and as of the Seventh Effective Amendment Date. 4.4 The Company shall have paid to any Non-Consenting Lender in Same Day Funds on the Administrative Agent and dated the Seventh Amendment Effective Date) with respect to this Amendment from each of Date (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect all interest, fees and other amounts then accrued but unpaid to New York law in such Non-Consenting Lender by the form attached hereto as Exhibit B hereto, (ii) in-house counsel Company under the Existing Credit Agreement to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in including the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Seventh Amendment Effective Date, no Default including without limitation payments due to such Non-Consenting Lender under Sections 5.20 and 5.23 of the Existing Credit Agreement, and (2) an amount, if any, equal to the payment which would have been due to such Non-Consenting Lender on the Seventh Amendment Effective Date under Section 5.21 of the Existing Credit Agreement had the Revolving Credit Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the Assignee Banks. The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective (and the Seventh Amendment Effective Date shall occur) when it has received documents confirming or Event certifying, to the satisfaction of Default the Administrative Agent, compliance with the conditions set forth in this Section 4 (or the waiver of such conditions as permitted in Section 12.1 of the Credit Agreement). Such declaration shall have occurred be final, conclusive and be continuingbinding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided This Amendment, including the amendments set forth in Section 2 abovehereof, shall not become effective until the amendments date (the “Amendment No. 4 Effective Date”) on which each of the following conditions are satisfied: (i) The Borrower and the Guarantors shall have executed and delivered counterparts of this Amendment to the Credit Agreement contemplated hereby Administrative Agent, (ii) the Consenting Lenders shall become effective as have executed and delivered a counterpart of the date notified by ILFC this Amendment to the Administrative Agent and (iii) the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate executed a counterpart of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Amendment; (b) The Administrative Agent shall have received a written opinion certificate of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Amendment No. 4 Effective Date and certifying that the documents previously delivered to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (iiSection 4.1(d) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in (or any prior amendment thereto) have not been amended or modified since the Credit Agreement relating to such transfer have been complied with.Amendment No. 3 Effective Date; (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and certificate, dated the Amendment No. 4 Effective Date and signed on behalf of the Borrower by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (d) and (e) of this Section 3 as of the Amendment No. 4 Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.; (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to set forth in Section 3 hereof 4 shall be true and correct in all material respects.correct; (e) On At the Amendment Effective Datetime of and immediately after giving effect the Amendment, no Default or Event of Default shall have occurred and be continuing; (f) The Borrower shall have paid (i) all fees and expenses separately agreed to in writing in connection with this Amendment and (ii) all reasonable, documented and invoiced fees, disbursements and other charges of counsel to the Administrative Agent to the extent invoiced not less than two (2) Business Days prior to the Amendment No. 4 Effective Date or otherwise approved by the Borrower.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Supplemental Indenture shall become effective and shall be binding on each of the parties hereto upon the satisfaction or due waiver of each of the following conditions precedent: 1. The consent of each affected Noteholder shall have been given in accordance with the terms of the applicable Supplement and a copy thereof provided to the Trustee. 2. The Rating Agency Consent Condition shall have been satisfied. 3. The Trustee shall have received an Officer’s Certificate of ABRCF dated as of the date notified by ILFC hereof to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have received an officers’ certificate of ILFC stating effect that (i) no Amortization Event, Aggregate Asset Amount Deficiency, Enhancement Agreement Event of Default, Enhancement Deficiency, Loan Event of Default, AESOP I Operating Lease Vehicle Deficiency, Manufacturer Event of Default, Lease Event of Default, Potential Amortization Event, Potential Enhancement Agreement Event of Default, Potential Loan Event of Default, Potential Lease Event of Default, or Potential Manufacturer Event of Default is continuing or will occur as a result of the transfer execution and delivery of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements this Supplemental Indenture, and (ii) the execution and delivery of this Amendment complies with Section 5.17 Supplemental Indenture will not result in any breach of any of the Credit Agreement terms, conditions or provisions of or constitute a default under any AMERICAS 129526753 4 indenture, mortgage, deed of trust or other agreement or instrument, including, without limitation, any Related Document, to which ABRCF is a party or by which it or its property is bound or any order of any court or administrative agency entered in the suit, action or other judicial or administrative proceeding to which ABRCF is a party or by which it or its property may be bound or to which it or its property may be subject. 4. The Trustee shall have received one or more Opinions of Counsel, subject to the assumptions and qualifications stated therein and an Officer’s Certificate of ABRCF, in each case, in a form substantially acceptable to the Trustee, dated the date hereof, substantially to the effect that (x) all conditions precedent provided for in the Credit Agreement relating Base Indenture with respect to such transfer the execution and delivery of this Supplemental Indenture have been complied with. (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects, (y) the execution of this Supplemental Indenture is authorized and permitted by the Indenture and that it will be valid and binding upon ABRCF in accordance with its terms and (z) this Supplemental Indenture shall not adversely affect in any material respect the interests of any Noteholders. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments The effectiveness of this Amendment is subject to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that all of the following conditions precedent are satisfied on or prior to the Amendment Effective Dateprecedent: (a) 4.1. The Administrative Agent shall have received an officers’ this Amendment duly executed by the Borrower, each Guarantor, and the Lenders. 4.2. Each Lender shall have received a Promissory Note (or Amended and Restated Promissory Note) in the amount of such Lender’s Commitment, duly executed by the Borrower. 4.3. The Administrative Agent shall have received specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf and a written certificate of ILFC stating an Authorized Representative of Borrower and each Guarantor that (i) the transfer either affirms that there have been no change to Borrower’s or such Guarantor’s articles of ILFCincorporation or articles of organization, as applicable, and bylaws or operating agreement, as applicable, or attaches any amendments to Borrower’s assets and properties substantially or such Guarantor’s articles of incorporation or articles of organization, as an entirety to Financing Trust pursuant to the Transfer Agreements applicable, and/or bylaws or operating agreement, as applicable, and (ii) certifies that attached thereto are a true, correct and completed copy of the written resolutions or other evidence reasonably acceptable to the Administrative Agent of the Borrower’s and each such Guarantor’s Board of Directors (or similar governing body) authorizing the execution and delivery of this Amendment complies with Section 5.17 and performance of this Amendment and the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withas amended by this Amendment. (b) 4.4. The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed counsel to the Borrower and each Guarantor, in form and substance reasonably satisfactory to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Agent; (c) 4.5. The Administrative Agent shall have received a written opinion (in each case addressed such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request, and legal matters incident to the execution and delivery of this Amendment shall be reasonably satisfactory to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoits counsel. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 aboveThis Agreement shall not be effective, the amendments to the Credit Agreement contemplated hereby Borrower shall become effective as of the date notified by ILFC to not have any rights under this Agreement, and the Administrative Agent (and Lenders shall not be obligated to take, fulfill or perform any action hereunder, unless the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date: (a) The Administrative Agent shall have has received an officers’ certificate of ILFC stating that (i) all of the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements items described in Schedule 5, and (ii) this Amendment complies with Section 5.17 payment in full of all fees, expenses and other amounts owing on the Closing Date. In addition, no Lender is obligated to fund (as opposed to continue or convert) any Borrowing unless on the date of the Credit Agreement applicable Borrowing (and that all conditions precedent in after giving effect to the Credit Agreement relating to such transfer have been complied with. requested Borrowing): (a) the Administrative Agent has timely received a properly completed and duly executed Borrowing Request; (b) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 all of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and Companies in the Borrower Parties party hereto pursuant to Section 3 hereof shall be Credit Documents are true and correct in all material respects. respects (eunless they speak to a specific date, are based on facts which have changed by transactions contemplated or expressly permitted (including as an express exception to the restrictions set forth in Article IX hereof) On by this Agreement or, with the Amendment Effective Dateconsent of the Required Lenders, are otherwise updated, modified or supplemented as of a subsequent date); (c) no Default or Event of Default shall have or Potential Default has occurred and is continuing; and (d) no limitation in Article II is or would be continuingexceeded by the requested Borrowing. Each Borrowing Request, however delivered, constitutes the Borrower’s representation and warranty that the conditions in subsections (b) through (d) above are satisfied. Upon the Administrative Agent’s or any Lender’s reasonable request, the Borrower shall deliver to the Administrative Agent or such Lender evidence substantiating any of the matters in the Credit Documents that are necessary to enable the Borrower to qualify for the requested Borrowing. Each condition precedent in this Agreement (including, without limitation, those on Schedule 5) is material to the transactions contemplated by this Agreement, and time is of the essence with respect to each condition precedent. The Administrative Agent shall notify the Borrower and the Lenders of the Administrative Agent’s receipt of the documents described in this Article V and the resulting effectiveness of this Agreement.

Conditions Precedent. As provided in Section 2 above, The effectiveness of this First Amendment is subject to receipt by the amendments to the Credit Agreement contemplated hereby shall become effective as Administrative Agent of each of the date notified by ILFC following, each in form and substance reasonably satisfactory to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective DateAgent: (a) The a counterpart of this First Amendment duly executed by each of the Borrower, the Guarantors, the Required Lenders and the Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) Agent; provided, notwithstanding the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant foregoing, the amendment to the Transfer Agreements definition of “Applicable Margin” (referenced in Section 1 of this First Amendment) shall not be effective unless and (ii) until this First Amendment complies with Section 5.17 is executed by each of the Credit Agreement Borrower, the Guarantors, each of the Lenders holding Revolving Loans and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Administrative Agent; (b) The Administrative Agent shall have received a written opinion such certificates of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and dated capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this First Amendment and the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety other Loan Documents to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to which such transfer have been complied with.Loan Party is a party; (c) The Administrative Agent shall have received a written duly completed Compliance Certificate as of the First Amendment Effective Date prepared on a Pro Forma Basis and based on information obtained as of June 30, 2006, signed by a Responsible Officer of the Borrower, giving effect, on a Pro Forma Basis, to all material Acquisitions, Dispositions, Debt Issuances and/or Equity Issuances which may have occurred prior to the First Amendment Effective Date; (d) a legal opinion of Sidley Austin LLP, counsel for the Loan Parties; (e) payment by Borrower of (i) any fees required by the Fee Letter, (ii) all other reasonable outstanding fees and expenses of the Administrative Agent and the Administrative Agent’s counsel incurred in each case addressed connection with the preparation of this First Amendment which are due and payable as of the date hereof, (iii) all other reasonable fees and expenses relating to the preparation, execution and delivery of this First Amendment or otherwise related to the Credit Agreement or the Loan Documents which are due and payable as of the date hereof, including, without limitation, payment to the Administrative Agent of reasonable attorneys’ fees, consultants’ fees, travel expenses, all fees and expenses associated with prior transactions entered into or contemplated by and between Borrower and the Administrative Agent in connection with the Credit Agreement and (iv) all other reasonable fees and expenses due and then-owing from the Borrower to the Administrative Agent and dated Lenders pursuant to the Amendment Effective Dateterms hereof, the terms of the Credit Agreement and the terms of the other Loan Documents, in the case of each of clauses (i), (ii), (iii) and (iv) as shall have been set forth in one or more invoices therefore delivered to the Borrower prior to the closing with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto.First Amendment; and (df) The representations such other documents, instruments and warranties of Financing Trust, ILFC, agreements as the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respectsAdministrative Agent may reasonably request. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as on the Effective Date, provided, however, that the effectiveness of this Amendment is subject to the satisfaction of each of the date notified following conditions precedent: 3.1 The Administrative Agent shall have received counterparts of this Amendment duly executed by ILFC to the Borrower, the Administrative Agent (and the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:Lenders. (a) 3.2 The Administrative Agent shall have received an officers’ certificate executed Reaffirmation in the form attached as Exhibit B hereto. 3.3 The Administrative Agent shall have received a certificate, signed by an Authorized Officer on behalf of ILFC the Borrower, stating that as of the date hereof and after giving effect to the terms of this Amendment, (i1) no Default or Event of Default has occurred and is continuing and (2) the transfer of ILFC’s assets representations and properties substantially as an entirety to Financing Trust pursuant to warranties set forth in the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Amended Credit Agreement and the Amendment are (x) with respect to any representations or warranties that contain a materiality qualifier, true and correct in all conditions precedent respects, except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty was true and correct in all respects on and as of such earlier date and (y) with respect to any representations or warranties that do not contain a materiality qualifier, true and correct in all material respects, except to the Credit Agreement relating extent any such representation or warranty is stated to relate solely to an earlier date, in which case such transfer have been complied withrepresentation or warranty was true and correct in all material respects on and as of such earlier date. (b) 3.4 The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP the Borrower’s counsel (which may include local counsel and in-house counsel), addressed to the Administrative Agent Lenders and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant substance satisfactory to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAdministrative Agent. (c) 3.5 The Administrative Agent shall have received a written opinion (in certificates of the Secretary or an Assistant Secretary of each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of Loan Party certifying (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law that there have been no changes in the form charter document of such Loan Party, as attached hereto thereto and as Exhibit B heretocertified as of a recent date by the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, since the date of the certification thereof by such governmental entity, (ii) in-house counsel to ILFC with respect to California law and the Operating Agreement or other organizational document, as attached thereto, of such Loan Party as in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in effect on the form attached hereto as Exhibit C heretodate of such certification, (iii) Morrisresolutions of the Board of Directors or other governing body of such Loan Party authorizing the execution, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect delivery and performance of each Loan Document to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D heretowhich it is a party, (iv) NautaDutilh with respect the Good Standing Certificate (or analogous documentation if applicable) for such Loan Party from the Secretary of State (or analogous governmental entity) of the jurisdiction of its organization, to Dutch law and the extent generally available in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto such jurisdiction and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect the names and true signatures of the incumbent officers of each Loan Party authorized to Irish law sign the Loan Documents to which it is a party, and in relation to Irish Subsidiary Holdco (in the form attached hereto as Exhibit F heretocase of the Borrower) authorized to request an Advance or the issuance of a Facility LC under the Amended Credit Agreement. 3.6 There shall not have occurred a material adverse change (dx) The representations in the business, Property, liabilities (actual and warranties contingent), operations or condition (financial or otherwise) or results of Financing Trust, ILFC, the Acceding Obligors and operations of the Borrower Parties party hereto pursuant and its Subsidiaries taken as a whole, since October 3, 2015 or (y) in the facts and information regarding such entities as represented by such entities to Section 3 hereof date. 3.7 All of the Administrative Agent’s accrued costs, fees and expenses through the date hereof, including as set forth in the Fee Letters, shall be true and correct in all material respectsfully paid. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (such date, the “Second Amendment Effective Date”), provided that ) when each of the following conditions precedent are is satisfied (or waived in accordance with Section 12.1 of the Credit Agreement): 4.1 The Administrative Agent, the Lead Arrangers and the Lenders shall have received all fees and other amounts due and payable in connection with this Amendment and the documents entered into connection herewith or any other Credit Document on or prior to the Second Amendment Effective Date: , and reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Company pursuant to this Amendment or any other Credit Document (a) The including the out of pocket expenses of counsel to the Administrative Agent shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withits Affiliates). (b) 4.2 The Administrative Agent shall have received a written opinion counterpart of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of signed by the Credit Agreement Company, the Parent, each Guarantor and that all conditions precedent in the Credit Agreement relating to such transfer have been complied witheach Lender. (c) 4.3 The Administrative Agent shall have received a written certificate from a Responsible Officer of the Company certifying that the representations and warranties set forth in Section 5.2(d) hereof are true and correct. 4.4 The Administrative Agent and the Lenders shall have received a Borrowing Base Certificate (along with customary supporting documentation and supplemental reporting) demonstrating a Borrowing Base of no less than $600,000,000 as of February 28, 2022. 4.5 The Administrative Agent shall have received certified copies of resolutions of the board of directors of each Credit Party approving the execution, delivery and performance of this Amendment. 4.6 The Administrative Agent shall have received a favorable opinion (in each case of counsel for the Credit Parties dated the Second Amendment Effective Date, addressed to the Administrative Agent and dated the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent. The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective (and the Second Amendment Effective DateDate shall occur) when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with respect to the conditions set forth in this Amendment from each Section 4 (or the waiver of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law such conditions as permitted in Section 12.1 of the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof Credit Agreement). Such declaration shall be true final, conclusive and correct in binding upon all material respectsparties to the Credit Agreement for all purposes. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit This Amendment Agreement contemplated hereby shall become effective as (the "Effective Date") upon the execution and delivery of counterparts hereof by the parties listed below and the fulfillment of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Dateconditions: (a) The All representations and warranties contained in this Amendment Agreement or otherwise made in writing to the Administrative Agent in connection herewith shall have received an officers’ certificate of ILFC stating that (i) the transfer of ILFC’s assets be true and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withcorrect. (b) The Administrative Agent shall have received No unwaived event has occurred and is continuing which constitutes a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of Default under the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgreement. (c) The Administrative Agent shall have received a favorable written opinion (of Borrowers' and CKI's counsel dated the Effective Date covering such matters relating to the Transaction as the Administrative Agent may reasonably request, in each case addressed form and substance reasonably satisfactory to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAgent. (d) The representations Administrative Agent shall have received such documents and warranties certificates as the Administrative Agent may reasonably request relating to the organization, existence and good standing of Financing Trust, ILFCCKI and the CKI Affiliates, the Acceding Obligors authorization of the Transaction and any other matters relating to CKI and the Borrower Parties party hereto pursuant CKI Affiliates and the Transaction, all in form and substance reasonably satisfactory to Section 3 hereof shall be true and correct in all material respectsthe Administrative Agent. (e) On The Administrative Agent shall have received all documents (including Uniform Commercial Code financing statements) required by law or requested by the Administrative Agent to create in favor of the Administrative Agent perfected Liens with respect to Collateral relating to the Transaction. (f) The Administrative Agent shall have received the results of searches for tax and other Liens and judgments and for ownership with respect to the trademarks which comprise the Transaction, with respect to CKI, the CKI Affiliates, the CKI Trust, the sellers of CKI and the trademarks held by the CKI Trust. (g) The Administrative Agent shall have received a certificate dated the Effective Date as required under the Credit Agreement with respect to any proposed Borrowing to occur on the Effective Date. (h) If the Required Lenders have executed this Amendment Agreement on or prior to December 13, 2002, the Administrative Agent shall have received for the benefit of the applicable Lenders, (i) on December 16, 2002, an amendment fee in an amount equal to 10bps of the Commitment of each Lender that executes this Amendment Agreement on or prior to December 13, 2002 (which is non-refundable regardless of whether or not the Effective Date occurs) and (ii) on the Effective Date, an amendment fee in an amount equal to 15bps of the Commitment of each Lender that has executed this Amendment Agreement on or before December 13, 2002. (i) The Administrative Agent shall have received a copy of a duly executed CKI Stock Purchase Agreement containing substantially the terms and provisions set forth in the first Whereas clause to this Amendment Agreement and in form and substance satisfactory to the Administrative Agent. (j) The Administrative Agent shall have received a copy of a duly executed CKI Note containing substantially the terms and provisions set forth in the definition of "CKI Note" contained in this Amendment Agreement and in form and substance satisfactory to the Administrative Agent. (k) The Administrative Agent shall have received copies of duly executed documents in connection with the issuance of Preferred Stock (Convertible) containing substantially the terms and provisions set forth in the definition of "Preferred Stock (Convertible)" contained in this Amendment Agreement and in form and substance satisfactory to the Administrative Agent. (l) The Preferred Stock (Convertible) shall have been duly issued and shall be fully paid and non-assessable. (m) The Administrative Agent shall have received a duly executed Consulting Agreement containing substantially the terms and provisions set forth in the first Whereas clause to this Amendment and in form and substance satisfactory to the Administrative Agent. (n) The Administrative Agent shall have received evidence satisfactory to it of satisfactory compliance with all insurance and reporting requirements under the Credit Agreement taking into account the consummation of the Transaction. (o) The CKI Stock Purchase Agreement shall have been duly executed and delivered and the Transactions shall have been consummated, in each case, without any modifications or waivers that have not been approved by the Administrative Agent. (p) The Security Agreement shall have been amended to cover (i) the CKI Stock Purchase Agreement, (ii) institution of full dominion and control which shall remain in effect until the earlier of (x) the date of receipt by PVH of no less than $125,000,000 of Net Proceeds from the sale of Indebtedness permitted pursuant to Section 6.01(i) of the Credit Agreement if, after giving effect to the receipt of such Net Proceeds, Availability exceeds $50,000,000 and (y) the date that Covenant Availability has remained greater than $70,000,000 for 90 consecutive days and (iii) the establishment of a springing Lien on all assets of CKI which do not constitute Collateral on the Effective Date upon the repayment in full of the CKI Note. (q) The Administrative Agent shall have received a properly completed and duly executed Pledgor Addendum covering the Collateral relating to the Transaction other than that covered by the springing Lien, together with a fully signed counterpart of the CKI Intercreditor Agreement containing substantially the terms and provisions set forth in the definition of "CKI Intercreditor Agreement" contained in this Amendment Agreement and in form and substance satisfactory to the Administrative Agent. (r) All Indebtedness not otherwise permitted under the Credit Agreement shall have been satisfied or provision for such satisfaction accomplished as approved by the Administrative Agent. (s) There shall not have occurred any material adverse effect in the business, assets, operations, properties, prospects or condition (financial or otherwise), contingent liabilities or material agreements of CKI, CKI Affiliates and CKI Trust taken as a whole. (t) The Administrative Agent shall have received all fees and other amounts due and payable, on or prior to the First Amendment Effective Date, no Default including, to the extent invoiced, reimbursement or Event payment of Default all out-of-pocket expenses required to be reimbursed or paid by the Borrowers under the Credit Agreement or any other Financing Document. (u) The Administrative Agent shall have occurred received such other documents as the Administrative Agent or the Administrative Agent's counsel shall reasonably deem necessary. (v) In the event of a termination of the Stock Purchase Agreement by its terms, then this Amendment Agreement shall be of no force and be continuingeffect.

Conditions Precedent. As provided The effectiveness of this Amendment is subject to the satisfaction of all of the following conditions precedent: 2.1. The Borrower, the Lenders and the Agent shall have executed and delivered this Amendment. 2.2. If requested by any Lender, the Borrower shall have executed and delivered to the Agent a Note for such Lender dated the date hereof and otherwise in compliance with the provisions of Section 2.8 of the Agreement. 2.3. The Agent shall have received copies (executed or certified as may be appropriate) of resolutions of the Board of Directors or other governing body of the Borrower authorizing the execution, delivery, and performance of this Amendment. 2.4. The Agent shall have received an incumbency certificate containing the name, title and genuine signature of the Borrower’s Authorized Representatives. 2.5. The Agent shall have received good standing certificates for the Borrower, dated as of a date no earlier than 30 days prior to the date hereof, from the New York Secretary of State. 2.6. Each of the Lenders shall have received, sufficiently in advance of the Second Amendment Effective Date, all documentation and other information requested by any such Lender required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the United States Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) including, without limitation, the information described in Section 2 above, 13.24; and the amendments Administrative Agent shall have received a fully executed Internal Revenue Service Form W-9 (or its equivalent) for the Borrower. 2.7. Legal matters incident to the Credit Agreement execution and delivery of the Loan Documents and to the transactions contemplated hereby shall become effective as of the date notified by ILFC be satisfactory to the Administrative Agent (and its counsel; and the “Amendment Effective Date”), provided that Agent shall have received the following conditions precedent are satisfied on or prior favorable written opinion of in-house counsel for the Borrower in form and substance satisfactory to the Amendment Effective Date:Agent and its counsel. (a) 2.8. The Administrative Agent shall have received an officers’ certificate financing statement, tax and judgment lien search results against the Property of ILFC stating that (i) the transfer Borrower evidencing the absence of ILFC’s assets and properties substantially Liens on their Property except as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with permitted by Section 5.17 8.8 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgreement. (b) 2.9. The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed all fees required to be paid as set forth in that certain letter dated August 6, 2020 between the Administrative Agent Borrower and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgent. (c) 2.10. The Administrative Agent shall have received a written opinion (in received, for the ratable benefit of each case addressed Lender, an upfront fee equal to 0.10% of such Lender’s Commitment on the date hereof after giving effect to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAmendment. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, This Action shall be effective upon the amendments to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that the following conditions precedent are satisfied on or prior to precedent: [***] Confidential treatment has been requested for the Amendment Effective Date:bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) The Administrative Agent shall have received an officers’ certificate counterparts of ILFC stating that (i) the transfer of ILFC’s assets this Action, executed and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 delivered by each of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withother parties hereto. (b) The Administrative Agent shall have received a written opinion certificate of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and Borrower dated as of the Amendment Effective Date) in Date signed by a Responsible Officer of the form attached hereto as Exhibit A hereto stating that Borrower (i) making the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant Tax Equity Representations with respect to the Transfer Agreements [***] and (ii) this Amendment complies with Section 5.17 certifying that each representation and warranty of the Credit Borrower contained in Article 4 of the Loan Agreement is true and that correct in all conditions precedent material respects as of the Effective Date (unless such representation or warranty relates solely to an earlier date, in the Credit Agreement relating to such transfer which case it shall have been complied withtrue and correct in all material respects as of such earlier date) other than those representations and warranties that are modified by materiality by their own terms, which shall be true and correct in all respects as of the Effective Date (unless such representation or warranty relates solely to an earlier date, in which case it shall have been true and correct in all respects as of such earlier date). (c) The Borrower shall have delivered or caused to be delivered to the Administrative Agent a Tax Equity Required Consent from [***] in connection with the Subject Fund Transactions. (d) Each of the Administrative Agent and each Group Agent shall have received a written opinion (in each case addressed to an opinion, dated no earlier than the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each , of (i) ▇▇▇W▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & R▇▇▇ ▇▇▇, counsel to the Loan Parties, the Borrower Subsidiary Parties and SolarCity, in form and substance reasonably acceptable to the Administrative Agent, the Collateral Agent and the Majority Group Agents, with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respectsSubject Fund Transactions. (e) On Each of the Amendment Administrative Agent and each Group Agent shall have received opinions, dated no earlier than the Effective Date, no Default or Event of Default Proskauer Rose LLP, special bankruptcy counsel to the Loan Parties, the Borrower Subsidiary Parties and SolarCity, each in form and substance reasonably acceptable to the Administrative Agent, the Collateral Agent and the Majority Group Agents, with respect to the Subject Fund Transactions. (f) The Administrative Agent and the Collateral Agent shall have occurred received (i) searches of UCC filings in the jurisdiction of incorporation or formation, as applicable, of each of the New Entities and the Borrower and each jurisdiction where a filing would need to be continuingmade in order to perfect the security interest of the Collateral Agent (for the benefit of the Secured Parties) in the Collateral in respect of the New Entities (the “New Collateral”), (ii) copies of the financing statements on file in such jurisdictions and evidence that no liens exist on the New Collateral pledged by [***] and the Borrower other than Permitted Liens of the type set forth in clauses (b), (c) or (d) of the definition thereof and (iii) copies of tax lien, judgment and bankruptcy searches in such jurisdictions. (g) The Collateral Agent shall have received all documentation in connection with the New Collateral, including (i) a Joinder Agreement in the form attached as Exhibit C to the Security Agreement, executed by each of [***], the Collateral Agent and the Borrower, dated as of the Effective Date, (ii) a Joinder Agreement in the form attached as Exhibit B-1 to the CADA, executed by each of [***], the Collateral Agent and the Borrower, dated as of the Effective Date, (iii) a Joinder Agreement in the form attached as Exhibit C to the Borrower Subsidiary Party Security Agreement, executed by each of [***] and the Collateral Agent, dated as of the Effective Date and (iv) any other data, documentation, analysis or report reasonably requested by the Administrative Agent with respect to the New Entities. [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (i) The UCC financing statements relating to the New Collateral shall have been duly filed in each office and in each jurisdiction where required in order to create and perfect the first priority Lien and security interest set forth in the Collateral Documents (as supplemented and as such term is defined in the Loan Agreement, as amended) and (ii) the Borrower shall have properly delivered or caused to be delivered to the Collateral Agent all New Collateral in which the Lien and security interest described above is permitted to be perfected by possession or control, including delivery of original certificates representing all issued and outstanding Equity Interests in [***] and the pledged interests in [***] pursuant to the Borrower Subsidiary Party Security Agreement, along with the applicable blank transfer powers and proxies. (i) Each of the other conditions precedent as set forth in Section 3.4 of the Loan Agreement shall have been satisfied with respect to the Subject Fund Transactions. (j) The Administrative Agent shall have received (i) for its own account all costs and expenses described in Section 6 of this Action, for which invoices have been presented in connection herewith and (ii) for the account of the Group Agent of each Committed Lender entitled thereto a fee as set forth below: Bank of America, N.A. [***] Credit Suisse AG, New York Branch [***] Deutsche Bank AG, New York Branch [***] ING Capital LLC [***] KeyBank National Association [***] National Bank of Arizona [***] Silicon Valley Bank [***] CIT Bank, N.A. [***] Total [***]

Conditions Precedent. As provided This Fifteenth Amendment shall not be deemed to be effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 2 above, the amendments to 12.02 of the Credit Agreement contemplated hereby shall become effective as of the date notified by ILFC to the Administrative Agent Agreement) (the “Fifteenth Amendment Effective Closing Date”), provided that the following conditions precedent are satisfied on or prior to the Amendment Effective Date:): (a) 4.1 The Administrative Agent shall have received an officers’ certificate from Lenders constituting the Required Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by Administrative Agent) of ILFC stating that (i) the transfer this Fifteenth Amendment signed on behalf of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withPersons. (b) 4.2 The Administrative Agent and the Lenders shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed all fees and other amounts due and payable on or prior to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant date hereof, including, to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied withAgreement. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of 4.3 No Default shall have occurred and be continuing, after giving effect to the terms of this Fifteenth Amendment. 4.4 The Administrative Agent shall have received such documents as the Administrative Agent or special counsel to Administrative Agent may reasonably request, including, but not limited to, (a) certified copies of organizational documents, resolutions of the board of directors, member or managers, as applicable of each of the Parent Guarantor and the Borrower and specimen signatures of those persons authorized to execute the Fifteenth Amendment on behalf of each of the Parent Guarantor and the Borrower and (b) good standing certificates issued by the jurisdiction of organization of each of the Parent Guarantor and the Borrower. The Administrative Agent is hereby authorized and directed to declare this Fifteenth Amendment to be closed when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Conditions Precedent. As provided in Section 2 above, The amendments contained herein shall only be effective upon the amendments to the Credit Agreement contemplated hereby shall become effective as satisfaction of the date notified by ILFC to the Administrative Agent (the “Amendment Effective Date”), provided that each of the following conditions precedent are satisfied on or prior in a manner reasonably satisfactory to the Amendment Effective DateAgent: (a) The Administrative Agent shall have received counterparts of this Amendment No. 8, duly authorized, executed and delivered by Borrowers, Guarantors, Agents, Term Loan B-1 Agent, each Lender (including in its capacity as a Bank Product Provider) and each other Bank Product Provider (if any); (b) Agent shall have received the Amendment No. 8 Fee Letter (“Amendment No. 8 Fee Letter”), duly authorized, executed and delivered by Borrowers and Agent; (c) As of the date hereof and after giving effect to the transactions to be consummated on the Amendment No. 8 Effective Date (as defined in Exhibit A hereto), Excess Availability shall be not less than $100,000,000; (d) Agent shall have received from Borrowers in immediately available funds, or Agent shall have charged to any loan account of a Borrower, all of the fees set forth in the Amendment No. 8 Fee Letter that are payable as of the Amendment No. 8 Effective Date (as defined in Exhibit A hereto); (e) Agent shall have received a certificate of status (or the applicable equivalent thereof) with respect to each Borrower and Guarantor, dated within thirty (30) days of the date hereof, such certificate to be issued by the appropriate Governmental Authority of the jurisdiction of organization of such Borrower or Guarantor, as applicable, which certificate shall indicate that such Borrower or Guarantor, as applicable, is in good standing in such jurisdiction; (f) Agent shall have received an officers’ officer’s certificate or secretary’s certificate, duly authorized, executed and delivered by an appropriate officer of ILFC stating that (i) each Borrower or Guarantor, in form and substance reasonably satisfactory to Agent, approving the transfer transactions contemplated by the Amendment Documents, together with organizational documents and records of ILFC’s assets all requisite corporate or limited liability company action and properties substantially as an entirety to Financing Trust pursuant to proceedings in connection with the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with.Documents; and (bg) The Administrative Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ with respect to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F hereto. (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.

Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby This Amendment shall become effective as of on the date notified by ILFC to the Administrative Agent (such date, the “Amendment Effective Date”), provided that when each of the following conditions precedent are is satisfied on (or prior to waived in accordance with Section 12.02 of the Amendment Effective Date:Credit Agreement): (a) 3.1 The Administrative Agent shall have received an officers’ certificate from each of ILFC stating that the Borrower and Lenders constituting the Majority Lenders, counterparts (iin such number as may be reasonably requested by the Administrative Agent) of this Amendment signed on behalf of such Person. 3.2 The Administrative Agent, the transfer of ILFC’s assets Arrangers and properties substantially as an entirety to Financing Trust pursuant the Lenders shall have received all commitment, facility and agency fees and all other reasonable fees and amounts due and payable on or prior to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement (including, without limitation, the fees and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (b) The Administrative Agent shall have received a written opinion expenses of ▇▇▇▇▇▇▇▇ Chance US LLP (addressed to the Administrative Agent and dated the Amendment Effective Date) in the form attached hereto as Exhibit A hereto stating that (i) the transfer of ILFC’s assets and properties substantially as an entirety to Financing Trust pursuant to the Transfer Agreements and (ii) this Amendment complies with Section 5.17 of the Credit Agreement and that all conditions precedent in the Credit Agreement relating to such transfer have been complied with. (c) The Administrative Agent shall have received a written opinion (in each case addressed to the Administrative Agent and dated the Amendment Effective Date) with respect to this Amendment from each of (i) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law in the form attached hereto as Exhibit B hereto, (ii) in-house counsel to ILFC with respect to California law and in relation to ILFC, Parent Holdco and CA Subsidiary Holdco in the form attached hereto as Exhibit C hereto, (iii) Morris, Nichols, Arsht & ▇▇▇▇▇▇▇ LLP with respect to Delaware law and in relation to Financing Trust and USHoldco in the form attached hereto as Exhibit D hereto, (iv) NautaDutilh with respect to Dutch law and in relation to AerCap and AAS in the form attached hereto as Exhibit E hereto and (v) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ with respect LLP, counsel to Irish law and in relation to Irish Subsidiary Holdco in the form attached hereto as Exhibit F heretoAdministrative Agent). (d) The representations and warranties of Financing Trust, ILFC, the Acceding Obligors and the Borrower Parties party hereto pursuant to Section 3 hereof shall be true and correct in all material respects. (e) On the Amendment Effective Date, no Default or Event of 3.3 No Default shall have occurred and be continuingcontinuing as of the date hereof, after giving effect to the terms of this Amendment. 3.4 The Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that the merger between Cabot Oil & Gas Corporation (or a Restricted Subsidiary thereof) and Cimarex Energy Co. shall have been, or substantially concurrently with the Effective Date shall be, consummated substantially in accordance with the terms of the Agreement and Plan of Merger among Cabot Oil & Gas Corporation, Double C Merger Sub, Inc. and Cimarex Energy Co. dated as of May 23, 2021. The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section or the waiver of such conditions as permitted in Section 12.02 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.