AMENDED AND RESTATED TRUST INDENTURE dated as of May 8, 2007 amongTrust Indenture • July 10th, 2007 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec
This AMENDED AND RESTATED TRUST INDENTURE, dated as of May 8, 2007 (this “Indenture”), is made among AIRCRAFT LEASE SECURITISATION LIMITED, a special purpose public company incorporated with limited liability in Jersey, Channel Islands (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as the Trustee under this Indenture, in its capacity as Cash Manager and in its capacity as Operating Bank, CALYON, a société anonyme organized under the laws of France (the “Initial Primary Liquidity Facility Provider”) and MBIA INSURANCE CORPORATION, a New York stock insurance company (the “Policy Provider”). Capitalized terms used herein shall have the respective meanings set forth or referred to in Article I hereto.
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 10th, 2007 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
This Assignment and Assumption (Class [ ] Advances)(this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [ ], in its capacity as a Lender under the Credit Agreement identified below (as amended, the “Credit Agreement”) (such Lender, the “Assignor”), and [ ] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement, receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto (the “Standard Terms and Conditions”) are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.
Amendment No. 1 To the AIRBUS A330 PURCHASE AGREEMENT between AIRBUS S.A.S. and AERCAP IRELAND LIMITEDPurchase Agreement • July 10th, 2007 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • England
This Amendment No. 1 (hereinafter referred to as the “Amendment”) is entered into on May 11, 2007, between AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as the “Seller”), and AerCap Ireland Limited, a corporation organized and existing under the laws of Ireland and having its principal place of business located at AerCap House, Shannon, Co Clare, Ireland (the “Buyer”).
20,000,000] Shares AERCAP HOLDINGS N.V. ORDINARY SHARES, NOMINAL VALUE €0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2007 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
The undersigned understands that Morgan Stanley & Co. Incorporated (“Morgan Stanley”), Goldman, Sachs & Co. (“Goldman”) and Lehman Brothers Inc. (“Lehman”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AerCap Holdings N.V., a company with limited liability (naamloze vennootshap) formed in The Netherlands (the “Company”) and certain shareholders of the Company (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley, Goldman and Lehman (the “Underwriters”), of [20,000,000] ordinary shares, nominal value €0.01 per share of the Company.
