aer-20211231
false2021FY0001378789☐☐☐P9MP1MP3MP6MP1MP3MP6MP9Mhttp://fasb.org/us-gaap/2021-01-31#OtherAssetshttp://fasb.org/us-gaap/2021-01-31#OtherAssetsP1MP6MP10YP3MP10YP3MP5YP5YP5YP6MP12Mhttp://fasb.org/us-gaap/2021-01-31#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2021-01-31#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2021-01-31#LongTermDebthttp://fasb.org/us-gaap/2021-01-31#LongTermDebtP3Yoneone00013787892021-01-012021-12-310001378789dei:BusinessContactMember2021-01-012021-12-310001378789us-gaap:CommonStockMember2021-01-012021-12-310001378789aer:A5.875FixedRateResetJuniorSubordinatedNotesdue2079Member2021-01-012021-12-3100013787892021-12-31xbrli:sharesiso4217:USD00013787892020-12-31iso4217:EURxbrli:shares0001378789us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-12-310001378789us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2020-12-310001378789aer:BaseLeaseRentsMember2021-01-012021-12-310001378789aer:BaseLeaseRentsMember2020-01-012020-12-310001378789aer:BaseLeaseRentsMember2019-01-012019-12-310001378789aer:MaintenanceRentsAndOtherReceiptsMember2021-01-012021-12-310001378789aer:MaintenanceRentsAndOtherReceiptsMember2020-01-012020-12-310001378789aer:MaintenanceRentsAndOtherReceiptsMember2019-01-012019-12-3100013787892020-01-012020-12-3100013787892019-01-012019-12-31iso4217:USDxbrli:shares00013787892019-12-3100013787892018-12-310001378789aer:NonCashInvestingAndFinancingActivitiesMember2021-01-012021-12-310001378789aer:NonCashInvestingAndFinancingActivitiesMember2021-12-3100013787892021-11-012021-11-300001378789aer:NonCashInvestingAndFinancingActivitiesMember2020-01-012020-12-310001378789aer:NonCashInvestingAndFinancingActivitiesMember2020-12-310001378789aer:NorwegianAirShuttleASAMemberaer:NonCashInvestingAndFinancingActivitiesMember2020-05-012020-05-310001378789aer:NonCashInvestingAndFinancingActivitiesMember2019-01-012019-12-310001378789aer:NonCashInvestingAndFinancingActivitiesMember2019-12-310001378789us-gaap:CommonStockMember2018-12-310001378789us-gaap:AdditionalPaidInCapitalMember2018-12-310001378789us-gaap:TreasuryStockMember2018-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2018-12-310001378789us-gaap:RetainedEarningsMember2018-12-310001378789us-gaap:ParentMember2018-12-310001378789us-gaap:NoncontrollingInterestMember2018-12-310001378789us-gaap:RetainedEarningsMember2019-01-012019-12-310001378789us-gaap:NoncontrollingInterestMember2019-01-012019-12-310001378789us-gaap:TreasuryStockMember2019-01-012019-12-310001378789us-gaap:ParentMember2019-01-012019-12-310001378789us-gaap:CommonStockMember2019-01-012019-12-310001378789us-gaap:AdditionalPaidInCapitalMember2019-01-012019-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-01-012019-12-310001378789us-gaap:CommonStockMember2019-12-310001378789us-gaap:AdditionalPaidInCapitalMember2019-12-310001378789us-gaap:TreasuryStockMember2019-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2019-12-310001378789us-gaap:RetainedEarningsMember2019-12-310001378789us-gaap:ParentMember2019-12-310001378789us-gaap:NoncontrollingInterestMember2019-12-310001378789us-gaap:RetainedEarningsMember2020-01-012020-12-310001378789us-gaap:NoncontrollingInterestMember2020-01-012020-12-310001378789us-gaap:TreasuryStockMember2020-01-012020-12-310001378789us-gaap:ParentMember2020-01-012020-12-310001378789us-gaap:CommonStockMember2020-01-012020-12-310001378789us-gaap:AdditionalPaidInCapitalMember2020-01-012020-12-310001378789us-gaap:RetainedEarningsMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310001378789us-gaap:ParentMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310001378789srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2019-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-01-012020-12-310001378789us-gaap:CommonStockMember2020-12-310001378789us-gaap:AdditionalPaidInCapitalMember2020-12-310001378789us-gaap:TreasuryStockMember2020-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2020-12-310001378789us-gaap:RetainedEarningsMember2020-12-310001378789us-gaap:ParentMember2020-12-310001378789us-gaap:NoncontrollingInterestMember2020-12-310001378789us-gaap:CommonStockMember2021-01-012021-12-310001378789us-gaap:AdditionalPaidInCapitalMember2021-01-012021-12-310001378789us-gaap:ParentMember2021-01-012021-12-310001378789us-gaap:RetainedEarningsMember2021-01-012021-12-310001378789us-gaap:NoncontrollingInterestMember2021-01-012021-12-310001378789us-gaap:TreasuryStockMember2021-01-012021-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-01-012021-12-310001378789us-gaap:CommonStockMember2021-12-310001378789us-gaap:AdditionalPaidInCapitalMember2021-12-310001378789us-gaap:TreasuryStockMember2021-12-310001378789us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001378789us-gaap:RetainedEarningsMember2021-12-310001378789us-gaap:ParentMember2021-12-310001378789us-gaap:NoncontrollingInterestMember2021-12-31aer:aircraftaer:engineaer:helicopter0001378789us-gaap:CommonStockMemberaer:GECapitalAviationServicesDue2023Member2021-11-012021-11-010001378789aer:GECapitalAviationServicesDue2023Member2021-11-012021-11-010001378789aer:GeneralElectricMemberaer:AerCapHoldingsNVMember2021-11-01xbrli:pure0001378789aer:GeneralElectricMember2021-11-01aer:numberOfDirectors0001378789srt:MinimumMemberaer:GECapitalAviationServicesDue2023Member2021-11-012021-11-010001378789srt:MaximumMemberaer:GECapitalAviationServicesDue2023Member2021-11-012021-11-010001378789aer:PassengerAircraftMember2021-01-012021-12-310001378789aer:PassengerAircraftMember2021-12-310001378789aer:FreighterAircraftMember2021-01-012021-12-310001378789aer:FreighterAircraftMember2021-12-310001378789aer:HelicoptersMember2021-01-012021-12-310001378789aer:HelicoptersMember2021-12-310001378789aer:EnginesMember2021-01-012021-12-310001378789aer:EnginesMember2021-12-31aer:segment0001378789aer:FloatingRateDebtMemberus-gaap:LondonInterbankOfferedRateLIBORMember2021-12-310001378789aer:FloatingRateDebtMemberaer:OneMonthLIBORMember2021-01-012021-12-310001378789aer:ThreeMonthLIBORMemberaer:FloatingRateDebtMember2021-01-012021-12-310001378789aer:FloatingRateDebtMemberaer:SixMonthLIBORMember2021-01-012021-12-310001378789aer:GECapitalAviationServicesDue2023Member2021-11-010001378789aer:GECapitalAviationServicesDue2023Member2021-10-292021-10-290001378789aer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:GECASAcquisitionSeniorNotesMemberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:GECASAcquisition1899SeniorUnsecuredNotesDue2025Memberaer:GECapitalAviationServicesDue2023Member2021-11-010001378789us-gaap:CommonStockMemberaer:GECapitalAviationServicesDue2023Member2021-11-112021-11-110001378789aer:GECapitalAviationServicesDue2023Memberaer:BankingFeesMember2021-01-012021-12-310001378789aer:ProfessionalFeesAndOtherExpensesMemberaer:GECapitalAviationServicesDue2023Member2021-01-012021-12-310001378789aer:GECapitalAviationServicesDue2023Memberaer:SeveranceAndOtherCompensationExpensesMember2021-01-012021-12-310001378789aer:GECapitalAviationServicesDue2023Member2021-01-012021-12-310001378789aer:GECapitalAviationServicesDue2023Member2021-11-012021-12-310001378789aer:GECapitalAviationServicesDue2023Member2020-01-012020-12-310001378789us-gaap:DisposalGroupHeldforsaleNotDiscontinuedOperationsMember2021-12-310001378789aer:MaintenanceRightsAndLeasePremiumMember2021-01-012021-12-310001378789aer:MaintenanceRightsMember2020-12-310001378789aer:MaintenanceRightsMember2019-12-310001378789aer:MaintenanceRightsMemberaer:GECapitalAviationServicesDue2023Member2021-01-012021-12-310001378789aer:MaintenanceRightsMemberaer:GECapitalAviationServicesDue2023Member2020-01-012020-12-310001378789aer:MaintenanceRightsMember2021-01-012021-12-310001378789aer:MaintenanceRightsMember2020-01-012020-12-310001378789aer:MaintenanceRightsMember2021-12-310001378789aer:LeasePremiumsMember2021-01-012021-12-310001378789aer:LeasePremiumsMember2021-12-310001378789us-gaap:CustomerRelationshipsMember2021-12-310001378789us-gaap:CustomerRelationshipsMember2020-12-310001378789aer:OtherContractualIntangibleAssetsMember2021-12-310001378789aer:OtherContractualIntangibleAssetsMember2020-12-310001378789aer:CustomerRelationshipsAndOtherIntangibleAssetsMember2021-01-012021-12-310001378789us-gaap:CustomerRelationshipsMember2020-01-012020-12-310001378789us-gaap:CustomerRelationshipsMember2019-01-012019-12-310001378789us-gaap:CustomerRelationshipsMember2021-01-012021-12-310001378789aer:CustomerRelationshipsAndOtherIntangibleAssetsMember2021-12-310001378789aer:ShannonEngineSupportLtdMember2021-12-310001378789aer:ShannonEngineSupportLtdMember2020-12-310001378789aer:AerdragonMember2021-12-310001378789aer:AerdragonMember2020-12-310001378789aer:AerliftLeasingLtdMember2021-12-310001378789aer:AerliftLeasingLtdMember2020-12-310001378789aer:EinnVolantAircraftLeasingHoldingsLtdMember2021-12-310001378789aer:EinnVolantAircraftLeasingHoldingsLtdMember2020-12-310001378789aer:AcsalHoldcoLLCMember2021-12-310001378789aer:AcsalHoldcoLLCMember2020-12-310001378789aer:GileadAviationDesignedActivityCompanyMember2021-12-310001378789aer:GileadAviationDesignedActivityCompanyMember2020-12-310001378789aer:MubadalaInfrastructureInvestmentsLimitedMember2021-12-310001378789aer:MubadalaInfrastructureInvestmentsLimitedMember2020-12-310001378789srt:MaximumMember2021-12-310001378789aer:DeferralAgreementsMember2021-12-310001378789aer:DeferralAgreementsMember2020-12-310001378789aer:AircraftSaleReceivableMember2021-12-310001378789aer:AircraftSaleReceivableMember2020-12-310001378789aer:GeneralElectricMember2021-12-310001378789srt:MinimumMember2021-12-310001378789us-gaap:CashFlowHedgingMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMember2021-12-310001378789us-gaap:CashFlowHedgingMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMember2020-12-310001378789us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001378789us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-310001378789us-gaap:CashFlowHedgingMemberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMember2021-12-310001378789us-gaap:CashFlowHedgingMemberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMember2020-12-310001378789us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:NondesignatedMember2021-12-310001378789us-gaap:InterestRateSwapMemberus-gaap:CashFlowHedgingMemberus-gaap:NondesignatedMember2020-12-310001378789us-gaap:InterestRateSwapMember2021-01-012021-12-310001378789us-gaap:InterestRateSwapMember2020-01-012020-12-310001378789us-gaap:InterestRateSwapMember2019-01-012019-12-310001378789us-gaap:InterestRateCapMember2021-01-012021-12-310001378789us-gaap:InterestRateCapMember2020-01-012020-12-310001378789us-gaap:InterestRateCapMember2019-01-012019-12-310001378789aer:InterestRateCapsAndSwapsMember2021-01-012021-12-310001378789aer:InterestRateCapsAndSwapsMember2020-01-012020-12-310001378789aer:InterestRateCapsAndSwapsMember2019-01-012019-12-310001378789us-gaap:UnsecuredDebtMemberaer:ILFCLegacyNotesMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:ILFCLegacyNotesMember2020-12-310001378789us-gaap:UnsecuredDebtMemberaer:AerCapTrustAICDCNotesMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:AerCapTrustAICDCNotesMember2020-12-310001378789us-gaap:UnsecuredDebtMemberaer:AsiaAndCitiRevolvingCreditFacilitiesMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:AsiaAndCitiRevolvingCreditFacilitiesMember2020-12-310001378789us-gaap:UnsecuredDebtMemberaer:OtherUnsecuredDebtMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:OtherUnsecuredDebtMember2020-12-310001378789us-gaap:UnsecuredDebtMemberaer:UnsecuredDebtFairValueAdjustmentMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:UnsecuredDebtFairValueAdjustmentMember2020-12-310001378789us-gaap:UnsecuredDebtMember2021-12-310001378789us-gaap:UnsecuredDebtMember2020-12-310001378789aer:ExportCreditFacilitiesMemberus-gaap:SecuredDebtMember2021-12-31aer:aircraftAndEngines0001378789aer:ExportCreditFacilitiesMemberus-gaap:SecuredDebtMember2020-12-310001378789aer:InstitutionalSecuredTermLoansMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:InstitutionalSecuredTermLoansMemberus-gaap:SecuredDebtMember2020-12-310001378789aer:AerfundingRevolvingCreditFacilityMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:AerfundingRevolvingCreditFacilityMemberus-gaap:SecuredDebtMember2020-12-310001378789us-gaap:SecuredDebtMemberaer:OtherSecuredDebtMember2021-12-310001378789us-gaap:SecuredDebtMemberaer:OtherSecuredDebtMember2020-12-310001378789aer:SecuredDebtFairValueAdjustmentMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:SecuredDebtFairValueAdjustmentMemberus-gaap:SecuredDebtMember2020-12-310001378789us-gaap:SecuredDebtMember2021-12-310001378789us-gaap:SecuredDebtMember2020-12-310001378789aer:ECAPSSubordinatedDebtAndOtherNotesMemberus-gaap:SubordinatedDebtMember2021-12-310001378789aer:ECAPSSubordinatedDebtAndOtherNotesMemberus-gaap:SubordinatedDebtMember2020-12-310001378789us-gaap:SubordinatedDebtMemberaer:SubordinatedDebtVariableInterestEntitiesMember2021-12-310001378789us-gaap:SubordinatedDebtMemberaer:SubordinatedDebtVariableInterestEntitiesMember2020-12-310001378789us-gaap:SubordinatedDebtMemberaer:SubordinatedDebtFairValueAdjustmentMember2021-12-310001378789us-gaap:SubordinatedDebtMemberaer:SubordinatedDebtFairValueAdjustmentMember2020-12-310001378789us-gaap:SubordinatedDebtMember2021-12-310001378789us-gaap:SubordinatedDebtMember2020-12-310001378789aer:FloatingRateDebtMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:AerCapTrustAICDCNotesMembersrt:MinimumMember2021-12-310001378789us-gaap:UnsecuredDebtMembersrt:MaximumMemberaer:AerCapTrustAICDCNotesMember2021-12-310001378789us-gaap:UnsecuredDebtMemberaer:AerCapTrustAICDCNotesMember2021-01-012021-12-310001378789us-gaap:UnsecuredDebtMemberaer:A175BillionGECASAcquisitionSeniorNotesDue2023Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A325BillionGECASAcquisitionSeniorNotesDue2024Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A10BillionGECASAcquisitionSeniorNotesDue2024Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A375BillionGECASAcquisitionSeniorNotesDue2026Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A375BillionGECASAcquisitionSeniorNotesDue2028Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A40BillionGECASAcquisitionSeniorNotesDue2032Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A15BillionGECASAcquisitionSeniorNotesDue2033Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A15BillionGECASAcquisitionSeniorNotesDue2041Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:A500MillionGECASAcquisitionFloatingRateSeniorNotesDue2023Memberaer:GECapitalAviationServicesDue2023Member2021-10-290001378789us-gaap:UnsecuredDebtMemberaer:AsiaRevolverMember2018-03-310001378789us-gaap:UnsecuredDebtMemberaer:AsiaRevolverMember2021-08-310001378789us-gaap:UnsecuredDebtMemberaer:CitiRevolverIMember2019-10-310001378789us-gaap:UnsecuredDebtMemberaer:CitiRevolverIMember2019-10-012019-10-310001378789us-gaap:UnsecuredDebtMemberaer:CitiRevolverIIMember2021-03-300001378789aer:ExportCreditFacilitiesMembersrt:MinimumMemberus-gaap:SecuredDebtMember2021-01-012021-12-310001378789srt:MaximumMemberaer:ExportCreditFacilitiesMemberus-gaap:SecuredDebtMember2021-01-012021-12-310001378789us-gaap:SecuredDebtMemberaer:InstitutionalSecuredTermLoansSetantaFacilityMember2021-12-310001378789us-gaap:SecuredDebtMemberaer:InstitutionalSecuredTermLoansSetantaFacilityMember2020-12-310001378789aer:InstitutionalSecuredTermLoansHyperionFacilityMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:InstitutionalSecuredTermLoansHyperionFacilityMemberus-gaap:SecuredDebtMember2020-12-310001378789aer:CeltagoCeltagoIIFacilitiesMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:CeltagoCeltagoIIFacilitiesMemberus-gaap:SecuredDebtMember2020-12-310001378789aer:CesiumFacilityMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:CesiumFacilityMemberus-gaap:SecuredDebtMember2020-12-310001378789us-gaap:SecuredDebtMemberaer:GoldfishFacilityMember2021-12-310001378789us-gaap:SecuredDebtMemberaer:GoldfishFacilityMember2020-12-310001378789us-gaap:SecuredDebtMemberaer:ScandiumMember2021-12-310001378789us-gaap:SecuredDebtMemberaer:ScandiumMember2020-12-310001378789aer:RhodiumFacilityMemberus-gaap:SecuredDebtMember2021-12-310001378789aer:RhodiumFacilityMemberus-gaap:SecuredDebtMember2020-12-310001378789us-gaap:SecuredDebtMemberaer:OtherSecuredFacilitiesMember2021-12-310001378789us-gaap:SecuredDebtMemberaer:OtherSecuredFacilitiesMember2020-12-310001378789us-gaap:SecuredDebtMemberaer:InstitutionalSecuredTermLoansSetantaFacilityMember2021-11-050001378789aer:Aerfunding1LimitedMemberaer:CharitableTrustMember2021-01-012021-12-310001378789aer:Aerfunding1LimitedMemberaer:AercapIrelandMember2021-01-012021-12-310001378789aer:TermLoanMemberaer:AerfundingRevolvingCreditFacilityMember2020-12-012020-12-310001378789aer:TermLoanMemberus-gaap:SubsequentEventMemberaer:AerfundingRevolvingCreditFacilityMember2022-03-012022-03-310001378789aer:SubordinatedDebtNotesMemberaer:ECAPSSubordinatedNotesMember2021-12-310001378789aer:SubordinatedDebtNotesMemberaer:ECAPSSubordinatedNotesMember2020-12-310001378789aer:SubordinatedDebtNotesMemberaer:A2045SubordinatedNotesMember2021-12-310001378789aer:SubordinatedDebtNotesMemberaer:A2045SubordinatedNotesMember2020-12-310001378789aer:SubordinatedDebtNotesMemberaer:A2079SubordinatedNotesMember2021-12-310001378789aer:SubordinatedDebtNotesMemberaer:A2079SubordinatedNotesMember2020-12-310001378789aer:SubordinatedDebtNotesMember2021-12-310001378789aer:SubordinatedDebtNotesMember2020-12-310001378789us-gaap:SubordinatedDebtMemberaer:ECAPSSubordinatedNotesMember2005-12-310001378789aer:SubordinatedDebtTrancheTwoMemberus-gaap:SubordinatedDebtMember2005-12-310001378789aer:SubordinatedDebtTrancheOneMemberus-gaap:SubordinatedDebtMember2005-12-310001378789aer:SubordinatedDebtTrancheTwoMemberus-gaap:SubordinatedDebtMember2005-12-012005-12-310001378789aer:SubordinatedDebtTrancheOneMemberus-gaap:SubordinatedDebtMember2005-12-012005-12-310001378789aer:ThreeMonthLIBORMemberus-gaap:SubordinatedDebtMemberaer:ECAPSSubordinatedNotesMember2005-12-012005-12-310001378789aer:TenYearConstantMaturityUSTreasuryMemberus-gaap:SubordinatedDebtMemberaer:ECAPSSubordinatedNotesMember2005-12-012005-12-310001378789us-gaap:SubordinatedDebtMemberaer:ThirtyYearConstantMaturityUSTreasuryMemberaer:ECAPSSubordinatedNotesMember2005-12-012005-12-310001378789us-gaap:SubordinatedDebtMemberaer:A2045JuniorSubordinatedNotesMember2015-06-3000013787892015-06-012015-06-300001378789us-gaap:LondonInterbankOfferedRateLIBORMemberus-gaap:SubordinatedDebtMemberaer:A2045JuniorSubordinatedNotesMember2015-06-012015-06-300001378789us-gaap:SubordinatedDebtMemberaer:A2045JuniorSubordinatedNotesMember2015-06-012015-06-30aer:deferralPeriod0001378789us-gaap:SubordinatedDebtMemberaer:A2079JuniorSubordinatedNotesMember2019-10-3100013787892019-10-012019-10-310001378789us-gaap:SubordinatedDebtMemberus-gaap:UsTreasuryUstInterestRateMemberaer:A2079JuniorSubordinatedNotesMember2019-10-012019-10-310001378789aer:CitiBridgeCreditFacilityMemberus-gaap:BridgeLoanMember2021-03-310001378789aer:CitiBridgeCreditFacilityMemberus-gaap:BridgeLoanMember2021-03-302021-03-300001378789aer:CitiTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2021-03-310001378789aer:CitiTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2021-03-302021-03-300001378789aer:CitiTermLoanCreditAgreementMemberus-gaap:LineOfCreditMember2021-11-010001378789country:IE2021-01-012021-12-310001378789country:IE2020-01-012020-12-310001378789country:IE2019-01-012019-12-310001378789country:US2021-01-012021-12-310001378789country:US2020-01-012020-12-310001378789country:US2019-01-012019-12-310001378789us-gaap:ForeignCountryMember2021-01-012021-12-310001378789us-gaap:ForeignCountryMember2020-01-012020-12-310001378789us-gaap:ForeignCountryMember2019-01-012019-12-310001378789country:IE2021-12-310001378789country:US2021-12-310001378789us-gaap:ForeignCountryMember2021-12-310001378789country:IE2020-12-310001378789country:US2020-12-310001378789us-gaap:ForeignCountryMember2020-12-310001378789country:IEaer:NoExpirationDateMember2021-12-31aer:company0001378789aer:Between2035And2038Membercountry:US2021-12-310001378789aer:NoExpirationDateMembercountry:US2021-12-3100013787892019-11-3000013787892020-01-310001378789aer:EquityIncentivePlanTwoThousandTwelveMember2012-03-310001378789aer:EquityIncentivePlanTwoThousandFourteenMember2014-05-140001378789aer:EquityIncentivePlanTwoThousandFourteenMember2021-12-310001378789aer:NvEquityPlanMembersrt:MinimumMember2021-01-012021-12-310001378789srt:MaximumMemberaer:NvEquityPlanMember2021-01-012021-12-310001378789aer:NvEquityPlanMember2021-01-012021-12-310001378789aer:TimeBasedRestrictedStockUnitsAndRestrictedStocksMember2020-12-310001378789aer:PeformanceBasedRestrictedStockUnitsAndRestrictedStocksMember2020-12-310001378789aer:TimeBasedRestrictedStockUnitsAndRestrictedStocksMember2021-01-012021-12-310001378789aer:PeformanceBasedRestrictedStockUnitsAndRestrictedStocksMember2021-01-012021-12-310001378789aer:TimeBasedRestrictedStockUnitsAndRestrictedStocksMember2021-12-310001378789aer:PeformanceBasedRestrictedStockUnitsAndRestrictedStocksMember2021-12-310001378789aer:NvEquityPlanMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001378789aer:NvEquityPlanExecutivesMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001378789aer:NvEquityPlanExecutivesMemberus-gaap:RestrictedStockMember2021-12-310001378789aer:FirstMilestoneMemberaer:NvEquityPlanExecutivesMemberus-gaap:RestrictedStockMember2021-12-310001378789aer:FirstMilestoneMemberaer:NvEquityPlanExecutivesMemberus-gaap:RestrictedStockMember2021-01-012021-12-310001378789aer:NvEquityPlanExecutivesMemberus-gaap:RestrictedStockMemberaer:SecondMilestoneMember2021-12-310001378789aer:NvEquityPlanExecutivesMemberus-gaap:RestrictedStockMemberaer:SecondMilestoneMember2021-01-012021-12-310001378789us-gaap:RestrictedStockUnitsRSUMemberaer:NvEquityPlanMember2021-01-012021-12-310001378789aer:LapsedRestrictionsOnRestrictedStocksMemberaer:NvEquityPlanMember2021-01-012021-12-310001378789us-gaap:ShareBasedCompensationAwardTrancheOneMember2021-12-310001378789us-gaap:ShareBasedCompensationAwardTrancheTwoMember2021-12-310001378789us-gaap:ShareBasedCompensationAwardTrancheThreeMember2021-12-310001378789aer:ShareBasedCompensationAwardTrancheFourMember2021-12-310001378789aer:ShareBasedCompensationAwardTrancheFiveMember2021-12-310001378789aer:AercapGECASPlanMember2021-12-310001378789aer:ActivesMember2021-12-31aer:employee0001378789aer:FrozenActivesMember2021-12-310001378789aer:DeferredsMember2021-12-310001378789aer:PensionersMember2021-12-3100013787892021-11-012021-12-3100013787892021-11-010001378789us-gaap:DefinedBenefitPlanDebtSecurityMember2021-12-310001378789us-gaap:DefinedBenefitPlanEquitySecuritiesMember2021-12-310001378789aer:DefinedBenefitPlanOtherMember2021-12-310001378789country:CN2021-01-012021-12-310001378789country:CNus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2021-01-012021-12-310001378789country:CN2020-01-012020-12-310001378789country:CNus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2020-01-012020-12-310001378789country:CN2019-01-012019-12-310001378789country:CNus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2019-01-012019-12-310001378789country:US2021-01-012021-12-310001378789country:USus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2021-01-012021-12-310001378789country:US2020-01-012020-12-310001378789country:USus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2020-01-012020-12-310001378789country:US2019-01-012019-12-310001378789country:USus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2019-01-012019-12-310001378789aer:OtherCountriesMember2021-01-012021-12-310001378789aer:OtherCountriesMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2021-01-012021-12-310001378789aer:OtherCountriesMember2020-01-012020-12-310001378789aer:OtherCountriesMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2020-01-012020-12-310001378789aer:OtherCountriesMember2019-01-012019-12-310001378789aer:OtherCountriesMemberus-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2019-01-012019-12-310001378789us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2021-01-012021-12-310001378789us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2020-01-012020-12-310001378789us-gaap:GeographicConcentrationRiskMemberus-gaap:SalesRevenueSegmentMember2019-01-012019-12-310001378789country:CN2021-12-310001378789country:CNus-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2021-01-012021-12-310001378789country:CN2020-12-310001378789country:CNus-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2020-01-012020-12-310001378789country:US2021-12-310001378789country:USus-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2021-01-012021-12-310001378789country:US2020-12-310001378789country:USus-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2020-01-012020-12-310001378789aer:OtherCountriesMember2021-12-310001378789aer:OtherCountriesMemberus-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2021-01-012021-12-310001378789aer:OtherCountriesMember2020-12-310001378789aer:OtherCountriesMemberus-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2020-01-012020-12-310001378789us-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2021-01-012021-12-310001378789us-gaap:GeographicConcentrationRiskMemberaer:LongLivedAssetsMember2020-01-012020-12-310001378789aer:InvestmentInFinanceLeasesMember2020-12-310001378789us-gaap:NotesReceivableMember2020-12-310001378789us-gaap:LoansReceivableMember2020-12-310001378789aer:InvestmentInFinanceLeasesMember2021-01-012021-12-310001378789us-gaap:NotesReceivableMember2021-01-012021-12-310001378789us-gaap:LoansReceivableMember2021-01-012021-12-310001378789aer:InvestmentInFinanceLeasesMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001378789us-gaap:NotesReceivableMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001378789us-gaap:LoansReceivableMembersrt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001378789srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001378789aer:InvestmentInFinanceLeasesMember2021-12-310001378789us-gaap:NotesReceivableMember2021-12-310001378789us-gaap:LoansReceivableMember2021-12-310001378789aer:COVID19PandemicGECASTransactionMember2021-01-012021-12-31aer:category0001378789aer:CategoryAMember2021-12-310001378789aer:CategoryBMember2021-12-310001378789aer:CategoryCMember2021-12-310001378789aer:AerCapPartnersIAndAercapPartners767Memberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-01-012021-12-310001378789aer:DeucalionAviationFundsMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMemberaer:AerCapPartnersIAndAercapPartners767Member2021-01-012021-12-310001378789aer:AercapPartnersIHoldingLimitedMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2021-12-310001378789aer:AercapPartnersIHoldingLimitedMembersrt:ParentCompanyMember2021-12-310001378789aer:AercapPartnersIHoldingLimitedMemberaer:DeucalionAviationFundsMember2021-12-310001378789us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberaer:AercapPartners767HoldingLimitedMember2021-01-012021-12-310001378789us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberaer:AercapPartners767HoldingLimitedMember2020-12-310001378789srt:ParentCompanyMemberaer:AercapPartners767HoldingLimitedMember2020-12-310001378789aer:DeucalionAviationFundsMemberaer:AercapPartners767HoldingLimitedMember2020-12-310001378789us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberaer:Aerfunding1LimitedMember2021-12-310001378789us-gaap:VariableInterestEntityPrimaryBeneficiaryMemberaer:Aerfunding1LimitedMember2021-01-012021-12-310001378789aer:GeneralElectricMemberaer:AerCapHoldingsNVMember2021-11-010001378789aer:GeneralElectricMember2021-01-012021-12-310001378789aer:SESMember2021-12-310001378789aer:SESMember2021-01-012021-12-310001378789srt:OfficerMember2021-01-012021-12-310001378789us-gaap:CapitalAdditionsMember2021-01-012021-12-310001378789aer:EnginesHelicoptersMember2021-01-012021-12-310001378789us-gaap:FlightEquipmentMemberus-gaap:CapitalAdditionsMember2021-12-310001378789us-gaap:FlightEquipmentMemberus-gaap:CapitalAdditionsMember2021-01-012021-12-310001378789aer:AircraftMemberaer:VaspLitigationMember1992-12-310001378789aer:VaspLitigationMemberaer:EnginesMember1992-12-310001378789aer:VaspLitigationMember2017-01-012017-12-310001378789aer:VASPLitigationEnglishCourtMemberaer:VaspLitigationMember2006-01-012006-12-310001378789aer:VaspLitigationMemberaer:VASPLitigationIrishCourtMember2006-01-012006-12-310001378789aer:VASPLitigationEnglishCourtMemberaer:VaspLitigationMember2008-01-012008-12-310001378789aer:VaspLitigationMemberaer:VASPLitigationIrishCourtMember2008-01-012008-12-310001378789aer:TransbrasilLitigationMember2011-07-012011-07-31aer:claim0001378789aer:TransbrasilLitigationMemberaer:StatutoryPenaltiesMember2011-07-012011-07-310001378789aer:TransbrasilLitigationMember2011-07-310001378789aer:TransbrasilLitigationMember2013-10-012013-10-310001378789aer:RecoveryofAttorneysFeesMemberaer:TransbrasilLitigationMember2011-07-012011-07-310001378789aer:IndemnityClaimMemberaer:TransbrasilLitigationMember2011-07-012011-07-310001378789us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001378789us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001378789us-gaap:FairValueMeasurementsRecurringMember2021-12-310001378789us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2021-12-310001378789us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2021-12-310001378789us-gaap:FairValueMeasurementsRecurringMember2020-12-310001378789us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2020-12-310001378789us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2020-12-310001378789us-gaap:MeasurementInputDiscountRateMemberus-gaap:IncomeApproachValuationTechniqueMember2021-12-310001378789aer:MeasurementInputNonContractualCashFlowsMemberus-gaap:IncomeApproachValuationTechniqueMember2021-12-310001378789us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMember2021-12-310001378789us-gaap:CarryingReportedAmountFairValueDisclosureMember2021-12-310001378789us-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001378789us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001378789us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001378789us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2021-12-310001378789us-gaap:CarryingReportedAmountFairValueDisclosureMember2020-12-310001378789us-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001378789us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001378789us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001378789us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2020-12-310001378789us-gaap:SubsequentEventMembercountry:RU2022-02-230001378789country:RU2021-12-310001378789aer:ShannonEngineSupportLtdMemberus-gaap:SubsequentEventMembercountry:RU2022-02-230001378789us-gaap:SubsequentEventMembercountry:UA2022-02-230001378789country:UA2021-12-310001378789us-gaap:SubsequentEventMembercountry:UA2022-03-300001378789aer:BaseLeaseRentsMembercountry:RU2021-01-012021-12-310001378789us-gaap:SubsequentEventMembercountry:RU2022-03-300001378789country:RUaer:RepossessedRussianAssetsMember2021-12-310001378789us-gaap:SubsequentEventMember2022-02-240001378789us-gaap:SubsequentEventMember2022-02-242022-03-30aer:financialInstitution0001378789us-gaap:SubsequentEventMemberus-gaap:InsuranceClaimsMember2022-02-24

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
Commission file number 001-33159
AerCap Holdings N.V.
(Exact name of Registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
AerCap House
65 St. Stephen’s Green
Dublin D02 YX20
Ireland
+ 353 1 819 2010
(Address of principal executive offices)
Vincent Drouillard, AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland
Telephone number: +353 1 819 2010, Fax number: +353 1 672 0270
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary SharesAERThe New York Stock Exchange
5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079AER79The New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary stock as of the close of the period covered by the annual report.
Ordinary Shares, Euro 0.01 par value245,395,448 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒    No ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐    No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non accelerated filer
(Do not check if a
smaller reporting company)
☐Emerging growth company☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP☒International Financial Reporting Standards as
issued by the International Accounting Standards Board		☐Other☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒


TABLE OF CONTENTS
F-1

1

SPECIAL NOTE ABOUT FORWARD LOOKING STATEMENTS
This annual report includes “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, principally under the captions “Item 3. Key Information—Risk Factors,” “Item 4. Information on the Company” and “Item 5. Operating and Financial Review and Prospects.” We have based these forward looking statements largely on our current beliefs and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed in this annual report, could cause our actual results to differ substantially from those anticipated in our forward looking statements, including, among other things:
•the severity, extent and duration of the Covid-19 pandemic, including the rate of recovery in air travel, the aviation industry and global economic conditions; the potential impacts of the pandemic and responsive government actions on our business and results of operations, financial condition and cash flows;
•the availability of capital to us and to our customers and changes in interest rates;
•a downgrade in any of our credit ratings;
•the ability of our lessees and potential lessees to make lease payments to us;
•our ability to successfully negotiate flight equipment (which includes aircraft, engines and helicopters) purchases, sales and leases, to collect outstanding amounts due and to repossess flight equipment under defaulted leases, and to control costs and expenses;
•changes in the overall demand for commercial aviation leasing and aviation asset management services;
•the effects of terrorist attacks on the aviation industry and on our operations;
•the economic condition of the global airline and cargo industry and economic and political conditions;
•development of increased government regulation, including travel restrictions, regulation of trade and the imposition of import and export controls, tariffs and other trade barriers;
•competitive pressures within the industry;
•the negotiation of flight equipment management services contracts;
•our ability to successfully integrate GECAS or achieve the anticipated benefits of the GECAS Transaction;
•the potential impact of the consummation of the GECAS Transaction on our relationships, including with employees, suppliers, customers and competitors;
•regulatory changes affecting commercial flight equipment operators, flight equipment maintenance, engine standards, accounting standards and taxes; and
•the risks set forth in “Item 3. Key Information—Risk Factors” included in this annual report.
The words “believe,” “may,” “will,” “aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar words are intended to identify forward looking statements. Forward looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward looking statements speak only as of the date they were made and we undertake no obligation to update publicly or to revise any forward looking statements because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward looking events and circumstances described in this annual report might not occur and are not guarantees of future performance.

2

PART I
Item 1.    Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2.    Offer Statistics and Expected Timetable
Not applicable.
3

Item 3.    Key Information
AerCap Holdings N.V. (together with its subsidiaries, “AerCap,” “we,” “us” or the “Company”) completed the acquisition of the GE Capital Aviation Services (“GECAS”) business from General Electric (“GE”) on November 1, 2021 (the “Closing Date”). We refer to this acquisition as the “GECAS Transaction.” Under the terms of the transaction agreement, GE received 111.5 million newly issued AerCap shares, $23 billion of cash and $1 billion of AerCap senior notes. Immediately following the completion of the GECAS Transaction, GE held approximately 46% of AerCap’s issued and outstanding ordinary shares.
RISK FACTORS

Summary Risk Factors
Risks related to the GECAS Transaction
•The GECAS Transaction may not be successful and we may not achieve its anticipated benefits. In particular, we may not successfully realize anticipated growth or cost-savings opportunities or successfully integrate our business and operations with those of the GECAS business.
•The GECAS Transaction may prove disruptive and could result in the combined business failing to meet our expectations.
•We have incurred a substantial amount of debt to complete the GECAS Transaction, which has significantly increased our indebtedness and debt service obligations, increasing risks relating to our substantial level of indebtedness.
•The GECAS Transaction could adversely impact our relationship with our customers and may result in the departure of key personnel.
•Investors who were holding our ordinary shares immediately prior to the completion of the GECAS Transaction, in the aggregate, have a significantly reduced ownership and voting interest in us due to the completion of the GECAS Transaction and exercise less influence over management.
•Sales by GE of our ordinary shares issued to GE in connection with the GECAS Transaction may negatively affect the market price of our ordinary shares.
Risks related to disease, natural disasters, terrorist attacks and other world events
•The Covid-19 pandemic may continue to have a material and adverse impact on the aviation industry and our business.
•Global or regional public health developments, extreme weather or natural disasters or other force majeure events may adversely affect the demand for air travel, the financial condition of our lessees and the aviation industry more broadly, and ultimately our financial condition, results and cash flows.
•The effects of terrorist attacks and the threat of terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry.
•We expect the Russian invasion of Ukraine and the impact of resulting sanctions by the United States, the European Union, the United Kingdom and other countries to adversely affect our business and financial condition, results and cash flows.
Risks relating to our funding and liquidity
•We require significant capital to fund our business and service our debt, and changes in the availability of capital or in the interest rates we pay on our debt may affect our operations or financial results.
•We have a substantial level of indebtedness and we might incur significantly more debt, which could adversely impact our operating flexibility and subject us to covenants that impose restrictions that may affect our ability to operate our business.
4

Risks relating to market demand for, and lease rates and value of, flight equipment in our fleet
•Our business depends heavily on the level of demand for the flight equipment in our fleet, which may decline as a result of factors outside our control, thereby affecting the returns on our flight equipment investments.
•Our operations depend on flight equipment manufacturers, whose behavior may change in ways that adversely affect the lease rates and value of flight equipment in our fleet or our results of operations more broadly.
•If a decline in demand for certain flight equipment causes a decline in their projected lease rates, or if we dispose of flight equipment for a price that is less than their depreciated book value on our balance sheet, then we will recognize impairments or make fair value adjustments.
Risks related to the financial strength of our lessees
•Our financial condition depends, in part, on the financial strength of our lessees, and factors outside of our control may adversely affect our lessees’ operations, their ability to meet their payment obligations to us or their demand for our flight equipment.
•Airline bankruptcy proceedings or reorganizations may limit our ability to collect lease rentals and other payments, depress flight equipment market values and adversely affect our ability to re-lease or sell flight equipment at favorable rates, if at all, particularly where such proceedings involve our lessees.
Risks related to our relationship with our lessees
•We have limited control over the operation of our flight equipment while they are under lease and we depend on our lessees to properly maintain and insure our flight equipment, which may expose us to additional and unexpected costs.
•If our lessees encounter financial difficulties and we restructure or terminate our leases, our ability to re-lease flight equipment on favorable lease terms, collect outstanding amounts due to us, and repossess flight equipment under defaulted leases may be limited and require us to incur additional costs and expenses.
Risks related to competition and the aviation industry
•We face significant competition and our business may be adversely affected if market participants change as a result of restructuring or bankruptcies, mergers and acquisitions, or new entities entering or exiting the industry, or if existing competitors enter into new or different market segments.
•We rely on a small number of manufacturers for the supply of commercial flight equipment, and any disruption in these manufacturers’ operating abilities may cause us to experience delivery delays on our flight equipment orders. We may experience additional delivery delays and associated costs if flight equipment manufacturers deliver flight equipment that fail to meet our lessees’ expectations or the requirements of air travel regulators.
Risks related to the geopolitical, regulatory and legal exposure of our business
•We are exposed to geopolitical, economic and legal risks associated with the international operations of our business and those of our lessees, including many of the economic and political risks associated with emerging markets. We are exposed to concentrated political and economic risks in certain geographical regions in which our lessees are concentrated, particularly China.
•Our assets are subject to various environmental regulations and concerns that may be supplemented by additional regulations and requirements or become more stringent, which may negatively affect our operations.

5

Risks related to our IT, structure and taxation
•We depend on our information technology systems and those of third-parties, and our business may suffer if they are damaged or interrupted, including by cyberattack.
•We are incorporated in the Netherlands and it may be difficult to obtain or enforce judgments against us or our executive officers, some of our directors and some of our named experts in the United States.
•We are subject to taxation regimes in various jurisdictions, and we may become subject to additional taxes in those jurisdictions, taxes in other jurisdictions, or experience changes in our tax status in certain jurisdictions, which may affect the effective tax rates that we are subject to and the results of our operations.
Risks related to the GECAS Transaction
The GECAS Transaction may not be successful and we may not achieve its anticipated benefits. In particular, we may not successfully realize anticipated growth or cost-savings opportunities or successfully integrate our business and operations with those of the GECAS business.    
Now that the GECAS Transaction has been completed, we have significantly more revenue, expenses, assets and employees than we did prior to the GECAS Transaction. In the GECAS Transaction, we have assumed all of the liabilities and other obligations of GECAS. Additionally, our management has expended, and will continue to expend, significant time and resources in connection with the GECAS Transaction, and we have incurred, and will continue to incur, significant legal, advisory and financial services fees related to the GECAS Transaction. We may not successfully or cost-effectively integrate GECAS’s business and operations into our business and operations. Even if we are able to integrate GECAS’s business and operations successfully, our future operations and cash flows will depend largely upon our ability to operate the combined company efficiently and this integration may not result in the realization of the full benefits of the growth opportunities, cost-savings or synergies that we currently expect from the GECAS Transaction within the anticipated time frame, or at all.
The GECAS Transaction may prove disruptive and could result in the combined business failing to meet our expectations.
The process of integrating our operations with GECAS may require a disproportionate amount of resources and management attention. Our management team may encounter unforeseen difficulties in managing the integration. In order to successfully combine AerCap and GECAS and operate the combined business, our management team will need to focus on realizing anticipated synergies and cost savings on a timely basis while maintaining the efficiency of our operations. Any substantial diversion of management attention to difficulties in operating the combined business could affect our revenues and ability to achieve operational, financial and strategic objectives.
We have incurred a substantial amount of debt to complete the GECAS Transaction, which has significantly increased our indebtedness and debt service obligations, increasing risks relating to our substantial level of indebtedness.
As of December 31, 2021, the principal amount of our outstanding indebtedness, which excluded debt issuance costs, debt discounts and debt premium of $344 million, was $50.5 billion. To finance the cash portion of the consideration for the GECAS Transaction, we have incurred $24 billion of additional long-term debt, including $1 billion of additional debt issued to GE as additional consideration for the GECAS Transaction. Our ability to make payments on our debt, fund our other liquidity needs, and make planned capital expenditures will depend on the combined company’s ability to generate cash in the future. We cannot guarantee that the combined company will generate sufficient cash or that we will have alternative measures available to us to meet our debt obligations. The substantial level of our indebtedness after giving effect to the GECAS Transaction may limit our ability to raise additional financing on favorable terms or at all in the future, limit our flexibility in planning for, or reacting to, changes in our business or industry or make us more vulnerable to downturns in our business, our industry or the economy in general, in ways that could negatively affect the price of our ordinary shares as well as our business and financial condition.
The GECAS Transaction could adversely impact our relationship with our customers and may result in the departure of key personnel.
The GECAS Transaction could cause disruptions to our business. For example, our customers may refrain from leasing or re-leasing our aircraft until they determine whether the GECAS Transaction will affect our business, including, but not limited to, the pricing of our leases, the availability of certain aircraft, and our customer support. Our customers may also choose to lease aircraft and purchase services from our competitors until they determine whether the GECAS Transaction will affect our business or our relationship with them. Uncertainty concerning potential changes to us and our business could also harm our ability to enter into agreements with new customers. In addition, key personnel may depart for a variety of reasons, including perceived uncertainty regarding the effect of the GECAS Transaction on their employment.
6

Investors who were holding our ordinary shares immediately prior to the completion of the GECAS Transaction, in the aggregate, have a significantly reduced ownership and voting interest in us due to the completion of the GECAS Transaction and exercise less influence over management.
Investors holding our ordinary shares immediately prior to the completion of the GECAS Transaction, in the aggregate, owned a significantly smaller percentage of the combined company immediately after the completion of the GECAS Transaction. Immediately following the completion of the GECAS Transaction, GE held approximately 46% of our issued and outstanding ordinary shares, and our existing shareholders held approximately 54% of our issued and outstanding ordinary shares. The ordinary shares received by GE are subject to certain voting restrictions and standstill provisions. Furthermore, pursuant to the terms of the shareholders’ agreement, GE is entitled to nominate two directors for election to our Board of Directors. Consequently, existing shareholders, collectively, are able to exercise less influence over the management and policies of the combined company than they were able to exercise over the management and our policies immediately prior to the completion of the GECAS Transaction.
Sales by GE of our ordinary shares issued to GE in connection with the GECAS Transaction may negatively affect the market price of our ordinary shares.
The ordinary shares issued to GE pursuant to the GECAS Transaction are subject to a lock-up period that will expire in stages over a nine to 15 month period following the completion of the GECAS Transaction on November 1, 2021. Sales by GE of these ordinary shares, or the perception in the market that those sales could occur following the expiration of the lock-up period, may negatively affect the price of our ordinary shares.
Risks related to disease, natural disasters, terrorist attacks and other world events
The Covid-19 pandemic may continue to have a material and adverse impact on our business.
On March 11, 2020, the World Health Organization declared that the Covid-19 outbreak was a pandemic. The Covid-19 pandemic and responsive government actions have caused significant economic disruption and a dramatic reduction in commercial airline traffic, resulting in a broad adverse impact on air travel, the aviation industry and demand for commercial aircraft globally, all of which has impacted our results of operations. The continued impact of the Covid-19 pandemic on our business will depend, among other things, on the duration of the pandemic and the speed and effectiveness of vaccination efforts; the rate of recovery in air travel and the aviation industry, including the future demand for commercial aircraft; and global economic conditions.
We have agreed with many of our lessees to defer rent obligations and if the financial condition of our customers remains weak or weakens further, we may grant further accommodations.
If we determine that the collectability of lessee rental payments is no longer probable (including any deferral thereof), we are then required to recognize rental revenues using a cash accounting method rather than an accrual method. In the period we conclude that collection of lease payments is no longer probable, we recognize any difference between revenue amounts recognized to date under the accrual method and payments that have been collected from the lessee, including security deposit amounts held, as a current period adjustment to lease revenue. Subsequently, we recognize revenues based on the lesser of the straight-line rental income and the lease payments collected from the lessee until such time that collection is probable, which could materially reduce our reported revenue. During the year ended December 31, 2021, we recognized rent payments from a number of our lessees using the cash method, which resulted in a decrease in basic lease rents of $296 million. If the financial condition of any additional lessees worsens, we may determine to recognize rent payments from these lessees using the cash method, which could, in future periods, further decrease basic lease rents.
Many national governments have provided financial assistance to airlines. In some cases, governments have imposed conditions on airline recipients of assistance, and governments may also impose conditions on any future assistance, such as requiring airlines to remove less environmentally friendly aircraft from their fleets or obtain concessions from their creditors, including aircraft lessors, which could adversely impact our business. Refer to “Item 3. Key Information—Risk Factors—Risks related to the financial strength of our lessees—Our financial condition is dependent, in part, on the financial strength of our lessees.”
In addition to a reduction in basic lease rents, the significant decline in air travel has resulted, and may continue to result, in lower utilization of our aircraft and engines, which is likely to reduce future supplemental maintenance rent and end-of-lease (“EOL”) compensation payable to us.
7

We are observing, as a result of the significant and sustained decline in international air passenger traffic and an expectation of a long recovery time for international air traffic, a shift by some airlines away from current technology widebody aircraft in favor of new technology widebody aircraft. If airlines continue to experience prolonged financial hardships or bankruptcies, or there are other adverse developments to the air travel industry arising from the pandemic, aircraft values may decline further, thereby increasing the likelihood that in future quarters we recognize additional impairment charges with respect to our aircraft. Refer to “Item 5. Critical accounting policies and estimates—Event-driven impairment and impairment calculation charges.” In addition, any bankruptcy, insolvency, reorganization or other restructuring of our lessees may result in their grounding our flight equipment, negotiating reductions in lease rentals or altogether rejecting their leases, all of which could depress asset market value and adversely affect our ability to timely re-lease or sell flight equipment at favorable rates, if at all. Refer to “Item 3. Key Information—Risk Factors—Risks related to the financial strength of our lessees—If our lessees encounter financial difficulties and we restructure or terminate our leases, including as a result of customer reorganizations or bankruptcies, we are likely to obtain less favorable lease terms.”
While we expect that, even with current market conditions, our liquidity is more than sufficient to satisfy our anticipated operational and other business needs over the next 12 months, we cannot assure you that operating cash flow will not be lower than we expect due to, for example, higher than expected deferral arrangements or payment defaults. Although we currently have a number of sources of liquidity, in some cases the availability of these sources is contingent upon our ability to satisfy certain financial covenants. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report. To the extent that the Covid-19 pandemic adversely affects our ability to comply with any of these covenants, it may also have the effect of exacerbating many of the other risks identified in “Item 3—Risk Factors—Risks related to our funding and liquidity—The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.” Even though we do not currently foresee any difficulty or inability to remain in compliance with these financial covenants, to the extent we do not do so, we may be in default under, and/or unable to draw upon, these sources of liquidity or may be required to negotiate amendments with our counterparties, the terms of which could be unfavorable to us.
Additionally, the Covid-19 pandemic has led us to adopt remote working arrangements (which remain in place in a small number of our locations), which could negatively affect our operations and may require us to implement new processes, procedures and controls to respond to further changes in our business environment. We also depend on certain key officers and employees; should any of them become ill and unable to work, it could impact our productivity and business continuity.
Global or regional public health developments, extreme weather or natural disasters or other force majeure events may adversely affect the demand for air travel, the financial condition of our lessees and the aviation industry more broadly, and ultimately our financial condition, results and cash flows.
Our international operations expose us to risks associated with unforeseen global and regional events. Epidemic diseases such as Covid-19, Ebola, measles, Severe Acute Respiratory Syndrome (SARS), H1N1 (swine flu) and Zika virus could materially and adversely affect the overall amount of air travel. These epidemic diseases, or the fear of these diseases, could result in government-imposed travel restrictions and reduced passenger demand for travel. The occurrence of severe weather events or natural disasters, including floods, earthquakes and volcanic eruptions, may make airlines unable to operate to or from certain regions or impact demand for air travel and the frequency or severity of these types of events may worsen as a result of climate change. The occurrence or outbreak of any of the above events or other force majeure events could adversely affect commercial airline traffic, reduce demand for flight equipment leases or impair the financial condition of the aviation industry, including our lessees. As a result, our lessees may not be able to satisfy their payment obligations to us. These events may also cause damage to our flight equipment, the extent of losses from which may not be fully covered by insurance. For these and other reasons, our financial results may be materially and adversely affected by the occurrence of such events.

8

The effects of terrorist attacks, war or armed hostilities may adversely affect the financial condition of the airline industry and our lessees’ ability to meet their lease payment obligations to us.
Terrorist attacks and the threat of terrorist attacks, war or armed hostilities, or the fear of such events, have historically had a negative impact on the aviation industry and could result in:
•higher costs to the airlines due to the increased security measures;
•decreased passenger and air cargo demand and revenue;
•the imposition of “no-fly zone” or other restrictions on commercial airline traffic in certain regions, including the recent landing and overflight restrictions on Russian airlines in response to the Russian invasion of Ukraine and corresponding restrictions on airlines in the European Union, United States and other jurisdictions imposed by Russia;
•uncertainty of the price and availability of jet fuel and the cost and practicability of obtaining fuel hedges;
•higher financing costs and difficulty in raising the desired amount of proceeds on favorable terms, if at all;
•significantly higher premiums or reduced coverage amounts for aviation insurance coverage for future claims caused by acts of war, terrorism, sabotage, hijacking and other similar perils, which may be insufficient to comply with the current requirements of aircraft lenders and lessors or applicable government regulations, or the unavailability of certain types of insurance;
•reliance by aircraft lenders or lessors on government programs for specified types of aviation insurance, which may not be available at the relevant time or under which governments may not pay in a timely fashion;
•inability of airlines to reduce their operating costs and conserve financial resources, taking into account the increased costs incurred as a consequence of such events;
•special charges recognized by some operators, such as those related to the impairment of aircraft and engines and other long-lived assets stemming from the grounding of aircraft as a result of terrorist attacks, economic conditions and airline reorganizations; and
•an airline becoming insolvent and/or ceasing operations.
Such events are likely to cause our lessees to incur higher costs and to generate lower revenues, which could result in a material adverse effect on their financial condition and liquidity, including their ability to make rental and other lease payments to us or to obtain the types and amounts of insurance we require. This in turn could lead to aircraft groundings or additional lease restructurings and repossessions, increase our cost of re-leasing or selling flight equipment, impair our ability to re-lease or otherwise dispose of flight equipment on favorable terms or at all, or reduce the proceeds we receive for our flight equipment in a disposition.
We expect the Russian invasion of Ukraine and the impact of resulting sanctions by the United States, the European Union, the United Kingdom and other countries to adversely affect our business and financial condition, results and cash flows.
On February 24, 2022, Russia launched a large-scale military invasion of Ukraine and is now engaged in a broad military conflict with Ukraine (the “Ukraine Conflict”). In response, the United States, the European Union, the United Kingdom and other countries have imposed broad, far-reaching sanctions against Russia, certain Russian persons and certain activities involving Russia or Russian persons. These sanctions include prohibitions regarding the supply of aircraft and aircraft components to Russian persons or for use in Russia, subject to certain wind-down periods.
Prior to the Ukraine Conflict, we had 135 owned aircraft on lease to Russian airlines, as well as 14 owned engines on lease to Russian airlines. We had no helicopters on lease to Russian customers. The aggregate net carrying value of our owned assets leased to Russian airlines was approximately $3.1 billion (which includes flight equipment net book value of $3.3 billion, maintenance rights assets and other lease-related assets of approximately $500 million and maintenance liabilities and other lease-related liabilities of approximately $700 million) as of December 31, 2021. Additionally, our Shannon Engine Support (“SES”) joint venture had 14 engines on lease to Russian airlines prior to the Ukraine Conflict.
In addition, we had seven owned aircraft on lease to Ukrainian airlines, with an aggregate net carrying value of approximately $125 million as of December 31, 2021. As of March 30, 2022, five of these aircraft are in temporary storage outside of Ukraine. As of March 30, 2022, the remaining two aircraft are grounded in Ukraine, but the exact status of these aircraft remains difficult to ascertain.

9

We intend to fully comply with all applicable sanctions and we have terminated the leasing of all of our aircraft and engines with Russian airlines. These terminations will result in reduced revenues and operating cash flows. Basic lease rents from our owned aircraft and engines leased to Russian airlines were approximately $33 million for the month of December 2021.
We have sought to repossess all of our aircraft and engines from Russian airlines and remove them from Russia. As of March 30, 2022, we had detained 22 of our owned aircraft and three of our 14 owned engines outside of Russia. The net carrying value as of December 31, 2021, of the owned aircraft and engines that we have removed from Russia was approximately $400 million.
It is unclear whether we will be able to repossess any additional aircraft or engines from our former Russian airline customers, or, if we do so, when we will be able to do so, and we do not know what the condition of these assets will be at the time of repossession or whether any such aircraft could be re-leased or sold. Any failure to promptly repossess our aircraft and engines will adversely affect our business and financial results. Many of these Russian airlines have continued to fly our aircraft and engines notwithstanding the leasing terminations and our repeated demands for the return of our assets. Our aircraft and engines that remain in Russia may suffer damage or deterioration due to inadequate maintenance and lack of spare parts.
As a result, we expect to recognize an impairment on our assets in Russia which have not been returned to us as early as the first quarter of 2022. While we have not yet determined the amount of this impairment, it may amount to the total net carrying value of these assets. We may also recognize an impairment on our assets that we have repossessed from Russian airlines as a result of our inability to re-lease them or otherwise.
We had letters of credit related to our aircraft and engines leased to Russian airlines as of February 24, 2022 of approximately $260 million, all confirmed by financial institutions in Western Europe. We have presented requests for payment to all of these institutions. As of March 30, 2022, we had received payments of approximately $175 million related to these letters of credit. We have initiated legal proceedings against one financial institution which rejected our payment demands in respect of certain letters of credit. We continue to work with other financial institutions toward receiving payments on the remaining letters of credit. We intend to pursue all available legal claims concerning these letters of credit but the timing and amount of any payments under these remaining letters of credit are uncertain.
Our lessees are required to provide insurance coverage with respect to leased aircraft and we are named as insureds under those policies in the event of a total loss of an aircraft or engine. We also purchase insurance which provides us with coverage when our aircraft or engines are not subject to a lease or where a lessee’s policy fails to indemnify us. We have submitted an insurance claim for approximately $3.5 billion with respect to all aircraft and engines remaining in Russia and intend to pursue all of our claims under these policies with respect to our assets leased to Russian airlines as of February 24, 2022. However, the timing and amount of any recoveries under these policies are uncertain.
In addition, we intend to pursue all available legal claims related to our assets leased to Russian airlines as of February 24, 2022. However, the timing and amount of any recoveries under any of these claims are uncertain.
It is not possible to predict the broader or longer-term consequences of the Ukraine Conflict, which could include expansion of the conflict, further sanctions, embargoes, regional instability, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, fuel prices, currency exchange rates and financial markets. Such geopolitical instability and uncertainty could have a negative impact on our ability to lease aircraft, engines and helicopters, collect payments from, and support customers in certain regions based on trade restrictions, embargoes and export control law restrictions, and logistics restrictions including closures of air space, and could materially and adversely affect our business.

10

Risks relating to our funding and liquidity
We require significant capital to fund our business.
As of December 31, 2021, we had 417 new aircraft, 30 engines and 16 helicopters on order, which will require substantial purchase contract payments. In order to meet these commitments and to maintain an adequate level of unrestricted cash, we will need to raise additional funds by accessing committed debt facilities, securing additional financing from banks or through capital markets transactions, or possibly by selling flight equipment.
If we are unable to meet our purchase commitments as they come due, we will be subject to several risks, including:
•forfeiting deposits and progress payments to manufacturers and having to pay certain significant costs related to these commitments such as actual damages and legal, accounting and financial advisory expenses;
•defaulting on our lease commitments, which could result in monetary damages and strained relationships with lessees;
•failing to realize the benefits of purchasing and leasing such flight equipment; and
•risking harm to our business reputation, which would make it more difficult to purchase and lease flight equipment in the future on agreeable terms, if at all.
Any of these events could materially and adversely affect our financial results.
To service our debt and meet our other cash needs, we will require a significant amount of cash, which may not be available.
Our ability to make payments on, and to repay or refinance, our debt, depends largely upon our operating performance, which is in part subject to factors beyond our control. In addition, our ability to borrow funds to make payments on our debt depends on our maintaining specified financial ratios and satisfying financial condition tests and other covenants in certain of the agreements governing our debt. Our business may not generate sufficient cash flow from operations and future borrowings may not be available in amounts sufficient to pay our debt and to satisfy our other liquidity needs.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to seek alternatives, such as to reduce or delay investments and flight equipment purchases, sell assets, restructure or refinance our indebtedness, or seek additional capital, including through new types of debt, equity or hybrid securities. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and might require us to comply with more onerous covenants, which could further restrict our business operations. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations or to meet our flight equipment purchase commitments as they come due. Failure to make payments on our debt would result in a default under those agreements and could result in a default under other agreements containing cross default provisions. Moreover, the issuance of additional equity may be dilutive to existing shareholders or otherwise may be on terms not favorable to us or existing shareholders.
Despite our substantial indebtedness, we might incur significantly more debt.
Despite our current indebtedness levels, we may increase our levels of debt in the future to finance our operations, including to purchase aircraft or to meet our contractual obligations, or for any other purpose. The agreements relating to our debt, including our indentures, term loan facilities, Export Credit Agency (“ECA”)-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other financings do not prohibit us from incurring additional debt. As of December 31, 2021, we had approximately $10.6 billion of undrawn lines of credit available under our revolving credit and term loan facilities and other available secured debt, subject to certain conditions, including compliance with certain financial covenants. If we increase our total indebtedness, our debt service obligations will increase, and we will become more exposed to the risks arising from our substantial level of indebtedness.
11

Our level of indebtedness, which requires significant debt service payments, could adversely impact our operating flexibility and financial results.
The principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $344 million, was $50.5 billion as of December 31, 2021, (approximately 68% of our total assets as of December 31, 2021), and our interest payments, net of amounts capitalized, were $1.1 billion for the year ended December 31, 2021. Due to the capital-intensive nature of our business, we expect that we will incur additional indebtedness in the future and continue to maintain significant levels of indebtedness.
Our level of indebtedness:
•requires a substantial portion of our cash flows from operations to be dedicated to interest and principal payments and therefore not available to fund our operations, working capital, capital expenditures, expansion, acquisitions or general corporate or other purposes;
•may impair our ability to obtain additional financing on favorable terms or at all in the future;
•may limit our flexibility in planning for, or reacting to, changes in our business and industry; and
•may make us more vulnerable to downturns in our business, our industry or the economy in general.
The agreements governing our debt contain various covenants that impose restrictions on us that may affect our ability to operate our business.
Certain of our indentures, term loan facilities, ECA-guaranteed financings, revolving credit facilities, securitizations, other commercial bank financings, and other agreements governing our debt impose operating and financial restrictions on our activities that limit our operational flexibility. Among other negative covenants customary for such financings, certain of these restrictions limit our ability to incur additional indebtedness, create liens on, sell or access certain assets, declare or pay certain dividends and distributions or enter into certain transactions, investments, acquisitions, loans, guarantees or advances. Additionally, a substantial portion of our owned aircraft are held through SPEs or finance structures that finance or refinance the aircraft through funding agreements that place restrictions on distributions of funds to us.
Agreements governing certain of our indebtedness also contain financial covenants, including requirements that we comply with certain loan-to-value, interest coverage and leverage ratios. These restrictions could impede our ability to operate our business by, among other things, limiting our ability to take advantage of financing, merger and acquisition and other corporate opportunities. Our ability to comply with these covenants may be affected by events beyond our control. Failure to comply with any of the covenants in our financing agreements would result in a default under those agreements and could result in a default under other agreements containing cross default provisions. Under these circumstances, we may have insufficient funds or other resources to satisfy all our obligations.
Changes in interest rates may increase our cost of borrowing or otherwise adversely affect our net income.
We use a mix of fixed rate and floating rate debt to finance our business. Any increase in our cost of borrowing directly impacts our net income. Our cost of borrowing is affected by the interest rates that we obtain on our debt financings, which can fluctuate based on, among other things, general market conditions, the market’s assessment of our credit risk, prevailing interest rates in the market, fluctuations in U.S. Treasury rates and other benchmark rates, changes in credit spreads or swap spreads, and the duration of the debt we issue. If interest rates increase, we will be obligated to make higher interest payments to the lenders of our floating rate debt to the extent that it is not hedged. Please refer to “Item 11—Quantitative and Qualitative Disclosures About Market Risk—Interest rate risk” for further details on our interest rate risk. In addition, we are exposed to the credit risk that the counterparties to our derivative contracts will default on their obligations.
Decreases in interest rates may adversely affect our interest revenue on cash deposits and our lease revenue. During the year ended December 31, 2021, approximately 1.2% of our basic lease rents from flight equipment under operating leases was attributable to leases with lease rates tied to floating interest rates and approximately 98.8% was derived from leases with fixed lease rates. A decrease in interest rates would cause a decrease in our lease revenue from leases with lease rates tied to floating interest rates. We could also experience reduced lease revenue from our fixed rate leases if interest rates decrease because these are based, in part, on prevailing interest rates at the time we enter into the lease. As a result, new fixed rate leases we enter into at a time of lower interest rates may be at lower lease rates than had no such interest rate decrease occurred, adversely affecting our lease revenue.
Moreover, if interest rates were to rise sharply, we would not immediately be able to fully offset the negative impact on our net income by increasing lease rates, even if the market were able to bear the increased lease rates. Our leases are generally for multiple years with fixed lease rates over the life of the lease and, therefore, lags will exist because our lease rates with respect to a particular aircraft cannot generally be increased until the expiration of the lease.
12

Negative changes in our credit ratings may limit our ability to obtain financing or increase our borrowing costs.
Our cost of borrowing and access to the capital markets are affected by our credit ratings.
We are currently subject to periodic review by independent credit rating agencies S&P, Moody’s and Fitch, each of which currently maintains an investment grade rating with respect to us.
We cannot assure you that these credit ratings will remain in effect for any given period of time or that a rating will not be lowered, suspended or withdrawn. Any actual or anticipated changes in our credit ratings, could negatively impact our ability to obtain secured or unsecured financing, increase our borrowing costs or limit our access to the capital markets, which could adversely impact our financial results.
The discontinuation, reform or replacement of benchmark indices may negatively affect our interest rate exposure.
Interest rate benchmarks, including the London Interbank Offered Rates (“LIBOR”), are the subject of ongoing reform and, in some cases, discontinuation. The discontinuation or replacement of such benchmarks may disrupt the broader financial markets or could negatively impact our interest expense, and hedging transactions that we use in respect of floating rate instruments based on such benchmarks may not be effective to protect us against any such negative impact. On July 27, 2017, the Chief Executive of the U.K. Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that the FCA will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. This has subsequently been extended to June 2023 for the major USD LIBOR tenors. We are party to certain debt instruments, derivative contracts and leases that use benchmark rates, such as LIBOR, which will require us to transition these instruments, contracts and leases to alternative reference rates in the event of their discontinuation. We cannot guarantee that we will be able to reach agreement with our lenders and other counterparties with respect to any such amendments and the replacement of an existing benchmark rate with an alternate benchmark rate may negatively impact the value of those contracts to us, expose us to additional financial, tax, legal, operational or other costs, or expose us to additional interest rate-related risks, such as different alternative reference rates applying to our assets compared to our liabilities. As of December 31, 2021, we had approximately $7.9 billion of floating rate debt outstanding that used either one-month, three-month or six-month USD LIBOR as the applicable reference rate to calculate interest on such debt, of which $6.0 billion is set to mature after June 30, 2023. As of December 31, 2021, we had approximately $6.3 billion notional amount of floating rate derivatives outstanding that used either one-month, three-month or six-month USD LIBOR. Certain of our floating rate debt and derivatives contain LIBOR transition fall-back provisions and we expect to transition to the Secured Overnight Financing Rate (“SOFR”) on or before June 30, 2023.

Risks relating to market demand for, and lease rates and value of flight equipment in our fleet
We may be unable to generate sufficient returns on our flight equipment investments.
Our results depend on our ability to consistently acquire strategically attractive flight equipment, continually and profitably lease and re-lease them, and finally sell or otherwise dispose of them, in order to generate returns on the investments we have made, provide cash to finance our growth and operations, and service our existing debt. Upon acquiring flight equipment, we may not be able to enter into leases that generate sufficient cash flow to justify the cost of purchase. When our leases expire or our flight equipment are returned prior to the date contemplated in the lease, we bear the risk of re-leasing, selling or parting-out the asset. Because our leases are predominantly operating leases, only a portion of the relevant flight equipment’s value is recovered by the revenues generated from the lease and we may not be able to realize such flight equipment’s residual value after lease expiration. As a result of the sanctions imposed by various governments on Russia, we have terminated the leasing of all of our aircraft and engines with Russian airlines and we now bear the risk of re-leasing, selling or parting-out the aircraft and engines that were subject to those leases and have been recovered by us from Russia. We cannot provide any assurance that the residual values of aircraft and engines that were subject to such terminated leases will be realized. Our ability to profitably purchase, lease, re-lease, sell or otherwise dispose of our aircraft and engines will depend in part on conditions in the airline industry and general market and competitive conditions at the time of purchase, lease and disposition, which are outside of our control.
13

Our business depends heavily on the level of demand for flight equipment in our fleet, which may decline as a result of changes in market conditions and the overall health of air travel.
Flight equipment are long-lived assets and aircraft demand can change over time as a result of changes in market conditions outside of our control. Customer demand for our assets is primarily driven by long-term trends in passenger air travel and air cargo demand, and is limited by airport and air traffic control infrastructure constraints. Demand is also influenced by changes in economic growth, regulation, customer profitability, fuel prices, the availability of asset financing, pricing and other competitive factors. For example, the Covid-19 pandemic has significantly affected passenger air travel worldwide, and the extent, duration and severity of the pandemic and the rate of recovery in air travel, the aviation industry and global economic conditions will impact demand for our aircraft. In addition, the imposition of more stringent regulation on air travel, including travel restrictions imposed in reaction to the Covid-19 pandemic, may adversely impact the profitability of air travel and reduce demand for our aircraft and engines. Types of regulation that could impact flight equipment demand include environmental rules, noise or emissions limitations, age constraints, trade and import and export controls, tariffs and other trade barriers. If flight equipment demand declines, lease rates and residual values of assets could be negatively impacted and we may be unable to lease our assets on favorable terms, if at all. Flight equipment values and lease rates have occasionally experienced sharp decreases in response to market conditions or otherwise.
Demand for an aircraft can also be affected by factors unique to that aircraft, including the maintenance and operating history of the airframe and engines, the compatibility of aircraft configurations and specifications with other aircraft owned by operators of that type, the number of operators using the particular type of aircraft, the availability of documentary records for the aircraft and aircraft age. The desirability of an aircraft may also be impacted by factors pertinent to the model of an aircraft, such as the performance and reliability of the specific engine type installed on a particular aircraft model, technical limitations and technical problems associated with an aircraft model or the operating histories of an aircraft model. For example, the 2019 grounding of the Boeing 737 MAX has affected demand and our ability to lease these aircraft, which, together with potential reputational damage pertaining to the aircraft model, may affect our future lease rates and residual values for these aircraft.
In addition, new aircraft types that are introduced to the market could be more attractive for the target lessees of our aircraft, increasing the supply of older aircraft in the marketplace. This may cause the retirement and obsolescence of aircraft models, decrease comparative values of aircraft based on newly competitive aircraft and reduce the availability of spare parts for older aircraft. For instance, Airbus S.A.S. (“Airbus”), The Boeing Company (“Boeing”) and Embraer S.A. (“Embraer”) have launched several new aircraft types in recent years, including the Boeing 787 Family, the Boeing 737 MAX Family, the Boeing 777X, the Airbus A320neo Family, the Airbus A330neo Family, the Airbus A350 Family, the Airbus A220 Family and the Embraer E-Jet E2 Family. These new aircraft types, and potential variants of these types, may reduce the desirability of, and have an adverse effect on residual value and future lease rates of, older aircraft types and variants. Additionally, new manufacturers may develop a narrowbody aircraft that competes with established aircraft types from Airbus, Boeing and Embraer, putting downward price pressure on, and decreasing the marketability of, aircraft from these manufacturers. The development of more fuel-efficient engines could make aircraft in our portfolio with engines that are not as fuel-efficient less attractive to potential lessees.
A decrease in demand for our flight equipment as a result of any of these factors could materially and adversely affect lease rates and residual values for our flight equipment, our ability to lease our flight equipment on favorable terms, if at all, and our financial results.
14

Manufacturer behavior may adversely affect the lease rates and value of aircraft in our fleet or our results of operations more broadly.
The manufacture and supply of commercial aircraft is concentrated among a limited number of manufacturers. Aircraft also have long delivery cycles. We rely, as a result, on these manufacturers responding early and appropriately to changes in the market environment, delivering aircraft that meet our lessees’ expectations and fulfilling contractual obligations they have to us. Failure on the part of manufacturers in relation to any of these requirements may cause us to experience:
•missed or late delivery of aircraft and engines ordered by us and an inability to meet our contractual obligations to our customers, resulting in lost or delayed revenues, lower growth rates and strained customer relationships;
•an inability to acquire aircraft and engines and related components on terms that will allow us to lease those aircraft and engines to customers at a profit, resulting in lower growth rates or a contraction in our aircraft portfolio;
•a market environment with too many aircraft and engines available, creating downward pressure on demand for the aircraft and engines in our fleet and reduced market lease rates and sale prices;
•reduced demand for a manufacturer’s aircraft due to poor customer support or reputational damage to such manufacturer, thereby reducing the demand for those aircraft or engines in our fleet and reduced market lease rates and residual aircraft values for those aircraft and engines;
•a reduction in our competitiveness due to deep discounting by the aircraft or engine manufacturers, which may lead to reduced market lease rates and aircraft values and may affect our ability to remarket for lease or sell at a profit, some of the aircraft in our fleet; and
•technical or other difficulties with aircraft or engines after delivery that subject aircraft to operating restrictions or groundings, reducing value and lease rates of such aircraft and our ability to lease or dispose of such aircraft on favorable terms.
For example, the market is currently experiencing oversupply due to the impacts of the Covid-19 pandemic. In the years preceding the Covid-19 pandemic, the airline industry committed to a significant number of aircraft deliveries through order placements with manufacturers, and in response, aircraft manufacturers raised their production output. In response to the Covid-19 pandemic, manufacturers have significantly reduced their production output. Considering the significant decrease in demand for air travel, these production cuts may not be sufficient to prevent continuing overcapacity. Uncertainty regarding air travel demand may also lead to a reduction in the availability of debt financing for aircraft purchases, which could increase the gap between aircraft production and demand. Any such decrease in aircraft values and lease rates, or increase in the cost or availability of funding, could materially and adversely affect our financial results.
Additionally, the reintroduction into service of the grounded Boeing 737 MAX aircraft has the potential to cause or exacerbate conditions of oversupply, especially in light of the backlog of parked inventory. This may put downward pressure on our aircraft lease rates, values and results of operations.
Risks related to the financial strength of our lessees
Our financial condition is dependent, in part, on the financial strength of our lessees.
We generate our revenue primarily from leases to airlines, and as a result we are exposed to many of the risks that airlines face. The ability of our lessees to perform their obligations depends primarily on their financial condition and cash flows, which are affected by factors outside our control. In addition to general economic and market conditions, airlines are affected by overall changes in passenger and air cargo demand, the price and availability of jet fuel, labor difficulties and costs, the availability of financial or other governmental support and governmental regulation and associated fees, including travel restrictions, restrictions on carbon emissions, environmental regulations and fly-over restrictions.
Generally, airlines with high financial leverage are more likely than airlines with stronger balance sheets to be affected, and are affected more quickly, by these factors. Such airlines are also more likely to seek operating leases.
A deterioration in the financial condition and cash flows of our lessees, including from the ongoing impacts of the Covid-19 pandemic or the Ukraine Conflict, would increase the risk that they will delay, reduce or fail to make rental payments when due. At any point in time, our lessees may be significantly in arrears. Some lessees encountering financial difficulties may seek a reduction in their lease rates or other concessions, such as a deferral of their obligations to make rent or supplemental maintenance rent payments or a decrease in their contribution toward maintenance obligations. Moreover, we may not correctly assess the credit risk of each lessee or charge lease rates that incorrectly reflect related risks. Many of our lessees are not rated investment grade by the principal U.S. rating agencies and may be more likely to suffer liquidity problems than those that are so rated.
15

Our financial condition, financial results and cash flows may be materially and adversely affected by any events adversely affecting the financial strength of our lessees.
Increases in fuel prices and fuel price volatility could affect our lessees’ ability to meet their lease payment obligations to us.
The cost of fuel represents a major expense to airlines that is not within their control, and significant increases in fuel costs or hedges that inaccurately assess the direction of fuel costs can materially and adversely affect their operating results. Historically, fuel prices have fluctuated widely depending primarily on international market conditions, geopolitical and environmental events and currency exchange rates, including events, such as natural disasters and wars, that affect fuel supply. For example, predominantly as a result of the Ukraine Conflict and resulting sanctions imposed by various governments on Russia, in early 2022 oil prices rose to their highest levels since 2008.
Due to the competitive nature of the aviation industry, operators may be unable to increase airfares in a manner that fully offsets increases in fuel costs. In addition, they may not be able to enter appropriate hedging positions to manage their exposure to fuel price fluctuations. Airlines that hedge their fuel costs may suffer adverse impacts to their profitability and liquidity from swift movements in fuel prices, if their hedge agreements require them to post cash collateral. Therefore, if for any reason fuel prices return to historically high levels or show significant volatility, our lessees are likely to incur higher costs or generate lower revenues, which may affect their ability to meet their obligations to us.
Instability in the banking system or financial markets could impair our lessees’ ability to finance their operations, which could affect their ability to comply with payment obligations to us.
Adverse changes in the global banking system or the global financial markets may have a material adverse effect on our business. Many of our lessees have expanded their airline operations through borrowings and some are highly leveraged. These lessees depend on banks and the capital markets to provide working capital and to refinance existing indebtedness. Global financial markets can be highly volatile and the availability of credit from financial markets and financial institutions can vary substantially. Events that adversely impact capital markets could lead to the imposition of stricter capital requirements on borrowers, reduce the general availability of credit or otherwise result in higher borrowing costs, limiting our lessees’ abilities to finance their operations, which could affect their ability to meet payment obligations to us.
If our lessees encounter financial difficulties and we restructure or terminate our leases, including as a result of customer reorganizations or bankruptcies, we are likely to obtain less favorable lease terms.
If a lessee delays, reduces, or fails to make rental payments when due, or has advised us that it will do so in the future, we may elect or be required to restructure or terminate the lease. In addition, in recent years, several airlines and other customers, including several of our lessees, have filed for protection under their local bankruptcy and insolvency laws, and certain airlines and other customers have gone into liquidation, and the impact of the Covid-19 pandemic on air travel has caused an increase in the number of airlines and other customers filing for such protection. A restructured lease will likely contain terms that are less favorable to us. If we are unable to agree on a restructuring and we terminate the lease, we may not receive all or any payments still outstanding, and we may be unable to re-lease the flight equipment promptly and at favorable rates, if at all. Moreover, airline bankruptcies historically have led to the grounding of significant numbers of aircraft, rejection of leases and negotiated reductions in aircraft lease rentals, with the effect of depressing aircraft market values. As such, further reorganizations would adversely affect our ability to re-lease or sell aircraft at favorable rates, if at all. We have conducted restructurings and terminations in the ordinary course of our business, and we expect more will occur in the future. If we are obligated to perform a significant number of restructurings and terminations, the associated reduction in lease revenue could materially and adversely affect our financial results and cash flows.
16

Risks related to our relationship with our lessees
We have limited control over the operation of our flight equipment while they are under lease and depend on our lessees to properly maintain and insure our flight equipment.
While our flight equipment are on lease, we do not directly control their operation. Under our leases, our lessees are primarily responsible for maintaining our assets, obtaining adequate levels of insurance and complying with all governmental requirements applicable to the lessee and the flight equipment, including operational, maintenance, government agency oversight, registration requirements and airworthiness directives. We also require many of our lessees to pay us supplemental maintenance rents. Nevertheless, because we still own and hold title to the flight equipment we could be exposed to costs resulting from a lessee’s failure to properly maintain an asset under lease or be held liable for losses resulting from its operation while under lease. If a lessee fails to perform required maintenance on our asset during the term of the lease, the asset’s market value may decline or we might be required to incur maintenance and modification costs, which would result in lower revenues from its subsequent lease or sale, or the asset might be grounded. Additionally, if our lessees fail to maintain adequate insurance coverage, default in their indemnification or insurance obligations to us, or are exposed losses for which they do not have coverage, we could face increased costs from pursuing corrective action or face reductions in insurance proceeds that would otherwise be payable to us in the case of loss. If our lessees fail to meet their obligations to pay supplemental maintenance rents or EOL compensation, fail to perform required scheduled maintenance, fail to obtain and maintain insurance coverage for losses to which they are exposed, or if we are required to incur unexpected costs associated with any of the above, our financial results may be materially and adversely affected.
If our lessees fail to cooperate in returning our assets following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions.
Our legal rights and the relative difficulty of repossession vary significantly depending on the jurisdiction in which our flight equipment is located and the applicable law. We may need to obtain a court order or consents for deregistration or re-export, a process that can differ substantially in different countries. Where a lessee or other operator flies only domestic routes in the jurisdiction in which the asset is registered or in which the lessee operator is based, repossessing and exporting the asset may be challenging, especially if the jurisdiction permits the lessee or the other operator to resist deregistration or export of the asset. For example, due to the Ukraine Conflict and sanctions imposed against Russia, we have sought to repossess all of our aircraft and engines from Russian airlines and remove them from Russia but we have experienced, and we anticipate that we will continue to experience, difficulties in repossessing such assets. It is unclear whether we will be able to repossess our aircraft and engines from our former Russian airline customers, or if we do so, when we will be able to do so, and we do not know what the condition of these assets will be at the time of repossession.
When a defaulting lessee is in bankruptcy, protective administration, insolvency or similar proceedings, additional limitations may apply. For example, certain jurisdictions entitle the lessee or another third-party to retain possession of the flight equipment without paying lease rent or performing all or some of the obligations under the relevant lease. Certain of our lessees are partially or wholly owned by government-related entities, which can complicate our efforts to repossess our aircraft in that government’s jurisdiction. If we encounter any of these difficulties, we may be delayed in, or prevented from, enforcing certain of our rights under a lease and in re-leasing the affected flight equipment.
When conducting a repossession, we are likely to incur significant costs and expenses that are unlikely to be recouped, including, for example, legal and regulatory expenses, taxes, lost revenue, maintenance and refurbishment and repair costs necessary to put the flight equipment in suitable condition for re-lease or sale. We may also make payments to discharge liens placed on our flight equipment by third parties and, until these liens are discharged, be restricted in our ability to repossess, release or sell our flight equipment. Although the financial obligations relating to these liens are the contractual responsibility of our lessees, if they fail to fulfill these obligations, such liens may ultimately become our responsibility and impose additional repossession costs on us. If we incur significant costs in repossessing our flight equipment, our financial results may be materially and adversely affected.
In certain countries, an engine affixed to an aircraft may become an accession to the aircraft and we may not be able to exercise our ownership rights over the engine.
Under some legal principles, an engine affixed to an aircraft may become an accession to the aircraft, whereby the ownership rights of the owner of the airframe supersede those of the owner of the engine. In such cases, where an aircraft is security for the owner’s obligations to a third-party, the security interest in the aircraft may supersede our rights as owner of the engine. As a substantial part of the value of an aircraft derives from its engines, we would suffer a substantial loss if our ability to repossess a leased engine was limited in the event of a lease default, which could materially and adversely affect our financial results.

17

Risks related to competition and the aviation industry
Competition and changes in market participants, including lessors, manufacturers and aircraft lessees, may adversely affect our business operations.
The aviation leasing industry is highly competitive. Our competitors are primarily other major aircraft leasing companies, but we may also encounter competition from emerging aircraft leasing companies that we do not currently consider our main competitors. We may also face competition from other market participants, such as airlines, aircraft manufacturers, aircraft brokers, financial institutions, including those seeking to dispose of repossessed aircraft at distressed prices and other entities that invest in aircraft and engines. Some of these competitors may have greater operating and financial resources than we do and we may not always be able to compete successfully, which could materially and adversely affect our financial results.
Over the past several years, market participants in the aviation industry have changed as a result of restructuring or bankruptcies, mergers and acquisitions, entities entering or exiting the industry or entities entering into new or different market segments. We expect similar transitions to continue to take place into the future. Changes in market participants may affect our business by, for instance, reducing competition amongst manufacturers, changing the offering of aircraft types and models in the market, reducing demand for our aircraft from lessees or increasing the competition we face for new lessees or favorable terms on our transactions. New aircraft manufacturers, such as Mitsubishi Aircraft Corporation in Japan, JSC United Aircraft Corporation in Russia and Commercial Aircraft Corporation of China, Ltd. in China could produce aircraft that compete with current offerings from Airbus, Boeing and Embraer. These changes may materially affect our business.
The financial instability of an aircraft or engine manufacturer could impact delivery of our aircraft on order and negatively affect our cash flow and results of operations.
The supply of commercial aircraft is dominated by Airbus and Boeing and a limited number of engine manufacturers. As a result, we are dependent on these manufacturers remaining in existence and financially stable to fulfill contractual obligations they have to us. Any disruption to these manufacturers’ operating abilities may cause us to experience delivery delays on our aircraft orders. Our leases contain lessee cancellation clauses related to aircraft delivery delays, typically for aircraft delays greater than one year, and our purchase agreements contain similar provisions. If there are manufacturing delays for aircraft for which we have made future lease commitments, some or all of our affected lessees could elect to terminate their lease arrangements with respect to such delayed aircraft. Any such termination could negatively affect our cash flow and results of operations.
Further, we may experience additional delivery delays and associated costs if aircraft manufacturers deliver aircraft that fail to meet our lessees’ expectations or the requirements of air travel regulators. Following the fatal accidents of two Boeing 737 MAX aircraft, the worldwide fleet of these aircraft was grounded by aviation authorities in March 2019 and production was temporarily suspended by Boeing in January 2020, resulting in ongoing delays in the delivery of our aircraft on order from Boeing. Most jurisdictions have now approved the Boeing 737 MAX return to service, including the United States, China and Europe. As of December 31, 2021, we had 43 Boeing 737 MAX aircraft delivered and on lease, and a further 67 Boeing 737 MAX aircraft on order, excluding aircraft for which we have cancellation rights. Refer to “Item 3. Key Information—Risk Factors—Risks relating to market demand for, and lease rates and value of, aircraft in our fleet—Manufacturer behavior may adversely affect the lease rates and value of aircraft in our fleet or our results of operations more broadly.”
18

Risks related to the geopolitical, regulatory and legal exposure of our business
The international operations of our business and those of our lessees expose us to geopolitical, economic and legal risks associated with a global business, including many of the economic and political risks associated with emerging markets.
We and our lessees conduct business in many countries and, as a result, we are exposed to a large number of regulatory and legal regimes. We also face uncertainty from changes in political regimes globally. Volatility in the political and economic environments associated with international markets could adversely affect our operations. Changes in international regulations, laws, taxes, export controls, tariffs, embargoes, sanctions or other restrictions on trade or travel could adversely affect the profitability of our lessees’ businesses, the operations of aircraft manufacturers or the results of our operations. For example, the Ukraine Conflict, the situation in Syria, Venezuela and Ethiopia, the Israeli/Palestinian conflict, tension over the nuclear programs of North Korea and Iran, political instability in the Middle East and North Africa, tensions and potential conflict between mainland China and Taiwan, the territorial disputes between Japan and China and the tensions in the South China Sea could lead to further instability in these regions and negative impacts on our lessees’ businesses and our results of operations. Additionally, the international distribution of our assets exposes us to risks associated with limitations on the repatriation of our assets or the expropriation of our international assets. These factors may have a material and adverse effect on our financial results.
Furthermore, we derive substantial lease revenue (approximately 54% in 2021, 53% in 2020 and 58% in 2019) from airlines in emerging market countries. Emerging market countries have less developed economies and are more vulnerable to economic and political problems and may experience significant fluctuations in gross domestic product, interest rates and currency exchange rates, as well as civil disturbances, government instability, nationalization and expropriation of private assets and the imposition of taxes or other charges by government authorities. The occurrence of any of these events could result in economic instability that adversely affects the value of our ownership interest in flight equipment subject to lease in such countries, or the ability of our lessees that serve such markets to meet their lease obligations. As a result, lessees that operate in emerging market countries may be more likely to default than lessees that operate in developed countries. In addition, legal systems in emerging market countries may be less developed, which could make it more difficult for us to enforce our legal rights in such countries. For these and other reasons, our financial results may be materially and adversely affected by economic and political developments in emerging market countries.
Existing and future litigation against us could materially and adversely affect our business, financial position, liquidity or results of operations.
We are, and from time to time in the future may be, a defendant in lawsuits relating to our business. We cannot accurately predict the ultimate outcome of any litigation due to its inherent uncertainties. These uncertainties may be increased by our exposure to different liability standards and legal systems internationally, including some that may be less developed and less predictable than those in advanced economies. An unfavorable outcome could materially and adversely affect our business, financial position, liquidity or results of operations. In addition, regardless of the outcome of any litigation, we may be required to devote substantial resources and executive time to the defense of such actions. For a description of certain pending litigation involving our business, refer to Note 30—Commitments and contingencies to our Consolidated Financial Statements included in this annual report.
Because our lessees are concentrated in certain geographical regions, we have concentrated exposure to the political and economic risks associated with those regions, particularly China.
Through our lessees and the countries in which they operate, we are exposed to the specific economic and political conditions and associated risks of those jurisdictions, including the regional impacts of the Covid-19 pandemic. These risks can include economic recessions, burdensome local regulations or, in extreme cases, increased risks of requisition of our flight equipment and risks of wide-ranging sanctions prohibiting us from leasing flight equipment in certain jurisdictions. An adverse political or economic event in any region or country in which our lessees or our flight equipment are concentrated could affect the ability of our lessees to meet their obligations to us, or expose us to various legal or political risks associated with the affected jurisdictions, all of which could have a material and adverse effect on our financial results.
19

We have a large concentration of lessees in China and therefore have increased exposure to the economic and political conditions in that country and to the increasingly adversarial relationship between China and the West. Recent and future political developments, including trade or other disputes between the U.S. and China, and other evolving policies pursued in Europe, could result in increased and unexpected regulations on trade, which could adversely impact the results of our operations. Further deterioration in China’s relationship with the West could result in the imposition of more stringent trade or travel restrictions, which would harm the operations of our lessees and could materially affect our financial results. Also, in the event that sanctions affecting the ability of aircraft lessors to conduct business in China are imposed by the United States, the European Union, the United Kingdom or other governmental authorities, whether as a result of conflict between mainland China and Taiwan or otherwise, our business in China would be materially adversely affected, which could have a material impact on our financial condition, cash flows and results of operations.
We are subject to various risks and requirements associated with transacting business in many countries.
Our international operations expose us to trade and economic sanctions, export controls and other restrictions imposed by the United States, the European Union, the United Kingdom, and other governments or organizations. For example, as a result of the Ukraine Conflict and sanctions imposed by various governments against Russia, certain Russian persons and certain activities involving Russia or Russian persons, we are now prohibited from leasing our aircraft and engines to Russian lessees. We intend to fully comply with all applicable sanctions and we have terminated the leasing of all of our aircraft and engines with Russian airlines. The U.S. Departments of Justice, Commerce, State and Treasury and other U.S. federal agencies and authorities have a broad range of civil and criminal penalties they may seek to impose against corporations and individuals for violations of economic sanctions laws, export control laws, the Foreign Corrupt Practices Act, and other U.S. federal statutes and regulations, including those established by the Office of Foreign Asset Control. Under these laws and regulations, the U.S. government may require export licenses, may seek to impose modifications to business practices, including cessation of business activities in sanctioned countries, and modifications to compliance programs, which may increase compliance costs, and may subject us to fines, penalties and other sanctions. A violation of any of these laws or regulations could materially and adversely impact our business, operating results, and financial condition.
We have implemented and maintain in effect policies and procedures designed to ensure compliance by us, our subsidiaries and our directors, officers, employees, consultants and agents with respect to various export control, anti-corruption, anti-terrorism and anti-money laundering laws and regulations. However, such personnel could engage in unauthorized conduct for which we may be held responsible. Violations of such laws and regulations may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could materially and adversely affect our financial results.
The General Data Protection Regulation (“GDPR”), which became law in the EU on May 25, 2018, regulates the ways in which businesses process personal data in Europe. There are extensive documentation obligations and transparency requirements, which may impose significant costs on us. Failure to comply with the GDPR may subject us to significant litigation or enforcement actions, fines, claims for compensation by customers and other affected individuals, damage to our reputation, orders to remedy breaches or criminal prosecutions, any of which could have a material adverse impact on our business, operating results, and financial condition. For example, under the GDPR, we could incur significant fines of up to 4% of our annual global revenue.
Our assets are subject to various environmental regulations and concerns, including those relating to climate change.
Governmental regulations regarding aircraft and engine noise and emissions levels apply based on where the relevant airframe is registered and where the aircraft is operated. For example, jurisdictions throughout the world have adopted noise regulations that require all aircraft to comply with noise level standards. In addition, the United States and the International Civil Aviation Organization (“ICAO”) have adopted a more stringent set of standards for noise levels that apply to engines manufactured or certified beginning in 2006, as well as a more stringent set of standards in respect of aircraft with a maximum certificated takeoff weight greater than or equal to 55,000 kg and aircraft with a maximum certificated takeoff weight less than 55,000 kg, effective December 31, 2017 and December 31, 2020, respectively. Currently, United States regulations do not require any phase-out of aircraft that qualify with the older standards, but the EU has established a framework for the imposition of operating limitations on aircraft that do not comply with the newer standards. These regulations could limit the economic life of certain of our aircraft and engines, reduce their value, limit our ability to lease or sell the non-compliant aircraft and engines or, if engine modifications are permitted, require us to make significant additional investments in the aircraft and engines to make them compliant.
20

In addition to more stringent noise restrictions, due to growing concerns over the risks of climate change, the United States, the EU and other jurisdictions are moving towards imposing more stringent limits on greenhouse gas emissions from aircraft engines. Although current emissions control laws generally apply to newer engines, new laws could be passed in the future that also impose limits on older engines, thereby subjecting our older engines to existing or new emissions limitations or indirect taxation. For example, the EU issued a directive in January 2009 to include aviation within the scope of its greenhouse gas emissions trading scheme (“ETS”) beginning on January 1, 2012, regardless of the engine type or age. However, the EU subsequently suspended ETS application to flights from or to non-EU countries through 2023. In October 2016, ICAO adopted the Carbon Offset and Reduction Scheme for International Aviation (“CORSIA”), a global market-based scheme aimed at reducing carbon dioxide emission from international aviation that will become mandatory in 2027. At least 107 countries including the United States, have indicated that they will participate in the voluntary phase-in of CORSIA in 2022. Limitations on emissions such as ETS and CORSIA could favor younger, more fuel-efficient aircraft since they generally produce lower levels of emissions per passenger, which could adversely affect our ability to re-lease or otherwise dispose of less efficient aircraft on a timely basis, on favorable terms, or at all. This is an area of law that is rapidly changing and as of yet remains specific to certain jurisdictions. While we do not know at this time whether new emissions restrictions will be passed, and if passed what impact these laws might have on our business, any future emissions limitations or other future requirements to address climate change concerns could adversely affect us.
The airline industry also has come under increased scrutiny by the press, the public and investors regarding the impact of air travel on the environment, including emissions to the air, discharges to surface and subsurface waters, safe drinking water, aircraft noise, the management of hazardous substances, oils and waste materials and other environmental impacts related to aircraft operations. If such scrutiny results in reduced air travel or increased costs to air travel, it may affect demand for our aircraft, lessees’ ability to make rental and other lease payments and reduce the value we receive for our aircraft upon any disposition, which would negatively affect our financial condition, cash flow and results of operations. In addition, growing demand to transition to lower-carbon technologies, such as so-called sustainable aviation fuels that may be developed over time, may increase our costs or reduce demand for our aircraft or engines or airline travel more generally.
Corporate responsibility, specifically related to environmental, social and governance (“ESG”) matters, may impose additional costs and expose us to new risks.
Public ESG and sustainability reporting is becoming more broadly expected by investors, shareholders and other third parties. Certain organizations that provide corporate governance and other corporate risk information to investors and shareholders have developed, and others may in the future develop, scores and ratings to evaluate companies and investment funds based upon ESG or “sustainability” metrics. Many investment funds focus on positive ESG business practices and sustainability scores when making investments and may consider a company’s ESG or sustainability scores as a reputational or other factor in making an investment decision. In addition, investors, particularly institutional investors, use these scores to benchmark companies against their peers and if a company is perceived as lagging, these investors may engage with the company to improve ESG disclosure or performance and may also make voting decisions, or take other actions, to hold these companies and their boards of directors accountable. The level of a company’s greenhouse gas emissions is an ESG topic that is, in particular, receiving heightened attention by investors, shareholders and lawmakers. We may also face reputational damage in the event our corporate responsibility initiatives or objectives, including with respect to greenhouse gas emissions, do not meet the standards set by our investors, shareholders, lawmakers or other constituencies, or if we are unable to achieve an acceptable ESG or sustainability rating from third party rating services. A low ESG or sustainability rating by a third-party rating service could also result in the exclusion of our common stock or debt from consideration by certain investors who may elect to invest with our competition instead. Ongoing focus on corporate responsibility matters by investors and other parties as described above may impose additional costs or expose us to new risks.
Risks related to accounting and impairments
If a decline in demand for certain assets causes a decline in its projected lease rates, or if we dispose of an asset for a price that is less than its depreciated book value on our balance sheet, then we will recognize impairments or make fair value adjustments.
We test long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable from their undiscounted cash flows. If the gross cash flow test fails, the difference between the fair value and the carrying amount of the asset is recognized as an impairment loss. Factors that may contribute to impairment charges include, but are not limited to, unfavorable airline industry trends affecting the residual values of certain flight equipment types, high fuel prices and development of more fuel-efficient aircraft shortening the useful lives of certain aircraft, management’s expectations that certain flight equipment are more likely than not to be parted-out or otherwise disposed of sooner than their expected life, and new technological developments. Cash flows supporting carrying values of older flight equipment are more dependent upon current lease contracts. In addition, we believe that residual values of older flight equipment are more exposed to non-recoverable declines in value in the current economic environment.
21

If economic conditions deteriorate, we may be required to recognize impairment losses. In that event, our estimates and assumptions regarding forecasted cash flows from our long-lived assets would need to be reassessed, including the duration of the economic downturn and the timing and strength of the pending recovery, both of which are important variables for purposes of our long-lived asset impairment tests. Any of our assumptions may prove to be inaccurate, which could adversely impact forecasted cash flows of certain long-lived assets, especially for older aircraft. If so, it is possible that there may be an event-driven impairment for other long-lived assets in the future and that any such impairment amounts may be material.
As of December 31, 2021, 469 of our owned aircraft under operating leases were 15 years of age or older. These aircraft represented approximately 13% of our total flight equipment and lease-related assets and liabilities as of December 31, 2021. Please refer to “Item 5. Operating and Financial Review and Prospects—Critical accounting policies and estimates—Impairment charges” for a detailed description of our impairment policy.
Risks related to information technology
A cyberattack could lead to a material disruption of our IT systems or the IT systems of our third-party providers and the loss of business information, which may hinder our ability to conduct our business effectively and may result in lost revenues and additional costs.
Parts of our business depend on the secure operation of our information technology, or IT, systems and the IT systems of our third-party providers to manage, process, store and transmit information associated with aviation leasing. Like other global companies, we have, from time to time, experienced threats to our data and systems, including malware and computer virus attacks, internet network scans, systems failures and disruptions. A cyberattack that bypasses our IT security systems or the IT security systems of our third-party providers, causing an IT security breach, could lead to a material disruption of our IT systems or the IT systems of our third-party providers, as applicable, and adversely impact our daily operations and cause the loss of sensitive information, including our own proprietary information and that of our customers, suppliers and employees. Such losses could harm our reputation and result in competitive disadvantages, litigation, regulatory enforcement actions, lost revenues, additional costs and liability. While we devote substantial resources to maintaining adequate levels of cybersecurity, our resources and technical sophistication may not be adequate to prevent all types of cyberattacks.
We could suffer material damage to, or interruptions in, our IT systems or the IT systems of our third-party providers as a result of external factors, staffing shortages or difficulties in updating our existing software or developing or implementing new software.
We depend largely upon our IT systems and the IT systems of our third-party providers in the conduct of all aspects of our operations. Such systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security breaches, fire and natural disasters. Damage or interruption to these IT systems may require a significant investment to fix or replace them, and we may suffer interruptions in our operations in the interim. In addition, we are currently pursuing a number of IT-related projects that will require ongoing IT-related development and conversion of existing systems. Costs and potential problems or interruptions associated with the implementation of new or upgraded systems and technology or with maintenance or support of existing systems could also disrupt or reduce the efficiency of our operations. Any material interruptions or failures in our IT systems may have a material adverse effect on our business or results of operations.
22

Risks related to our structure and taxation
We are a public limited liability company incorporated in the Netherlands (“naamloze vennootschap” or “N.V.”) and it may be difficult to obtain or enforce judgments against us or our executive officers, some of our directors and some of our named experts in the United States.
We were incorporated under the laws of the Netherlands and, as such, the rights of holders of our ordinary shares and the civil liability of our directors will be governed by the laws of the Netherlands and our articles of association. The rights of shareholders under the laws of the Netherlands may differ from the rights of shareholders of companies incorporated in other jurisdictions. Many of our directors and executive officers and most of our assets and the assets of many of our directors are located outside the United States. In addition, our articles of association do not provide for U.S. courts as a venue for, or for the application of U.S. law to, lawsuits against us, our directors and executive officers. As a result, you may not be able to serve process on us or on such persons in the United States or obtain or enforce judgments from U.S. courts against us or them based on the civil liability provisions of the securities laws of the United States. There is doubt as to whether the Dutch courts would enforce certain civil liabilities under U.S. securities laws in original actions and enforce claims for punitive damages.
Under our articles of association, we indemnify and hold our directors, officers and employees harmless against all claims and suits brought against them, subject to limited exceptions. Under our articles of association, to the extent allowed by law, the rights and obligations among or between us, any of our current or former directors, officers and employees and any current or former shareholder shall be governed exclusively by the laws of the Netherlands and subject to the jurisdiction of the Dutch courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provision in an action brought in the United States under U.S. securities laws, such provision could make judgments obtained outside of the Netherlands more difficult to enforce against our assets in the Netherlands or jurisdictions that would apply Dutch law.
We may become a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.
We do not believe we will be classified as a PFIC for 2021. We cannot yet make a determination as to whether we will be classified as a PFIC for 2022 or subsequent years. The determination as to whether a foreign corporation is a PFIC is a complex determination based on all of the relevant facts and circumstances and depends on the classification of various assets and income under PFIC rules. In our case, the determination is further complicated by the application of the PFIC rules to leasing companies and to joint ventures and financing structures common in the aviation leasing industry. It is unclear how some of these rules apply to us. Further, this determination must be tested annually and our circumstances may change in any given year. We do not intend to make decisions regarding the purchase and sale of aircraft with the specific purpose of reducing the likelihood of our becoming a PFIC. Accordingly, our business plan may result in our engaging in activities that could cause us to become a PFIC. If we are or become a PFIC, U.S. shareholders may be subject to increased U.S. federal income taxes on a sale or other disposition of our ordinary shares and on the receipt of certain distributions and will be subject to increased U.S. federal income tax reporting requirements. Refer to “Item 10. Additional Information—Taxation—U.S. tax considerations” for a more detailed discussion of the consequences to you if we are treated as a PFIC and a discussion of certain elections that may be available to mitigate the effects of that treatment. We urge you to consult your own tax advisors regarding the application of the PFIC rules to your particular circumstances.
We may become subject to income or other taxes in jurisdictions which would adversely affect our financial results.
We and our subsidiaries are subject to the income tax laws of Ireland, the Netherlands, the United States and other jurisdictions in which our subsidiaries are incorporated or based. Our effective tax rate in any period is impacted by the source and the amount of earnings among our different tax jurisdictions. Our ability to defer the payment of some level of income taxes to future periods is dependent upon the continued benefit of accelerated tax depreciation on our flight equipment in some jurisdictions, the continued deductibility of external and intercompany financing arrangements and the application of tax losses prior to their expiration in certain tax jurisdictions, among other factors. A change in the division of our earnings among our tax jurisdictions could have a material impact on our effective tax rate and our financial results. In addition, we or our subsidiaries may be subject to additional income or other taxes in these and other jurisdictions by reason of the management and control of our subsidiaries, our activities and operations, where our aircraft operate, where the lessees of our aircraft (or others in possession of our aircraft) are located or changes in tax laws or practices, regulations or accounting principles. Although we have adopted guidelines and operating procedures to ensure our subsidiaries are appropriately managed and controlled, we may be subject to such taxes in the future and such taxes may be substantial. The imposition of such taxes could have a material adverse effect on our financial results.
23

We may become subject to additional taxes in Ireland based on the extent of our operations carried on in Ireland.
Our Irish tax resident group companies are currently subject to Irish corporate income tax on trading income at a rate of 12.5%, on capital gains at 33% and on other income at 25%. We expect that substantially all of our Irish income will be treated as trading income for tax purposes in future periods. As of December 31, 2021, we had significant Irish tax losses available to carry forward against our trading income. The continued application of the 12.5% tax rate to trading income generated in our Irish tax resident group companies and the ability to carry forward Irish tax losses to offset future taxable trading income depends in part on the extent and nature of activities carried on in Ireland, both in the past and in the future.
We may fail to qualify for benefits under one or more tax treaties.
We do not expect that our subsidiaries located outside of the United States will have any material U.S. federal income tax liability by reason of activities we carry out in the United States and the lease of assets to lessees that operate in the United States. This conclusion will depend, in part, on continued qualification for the benefits of income tax treaties between the United States and other countries in which we are subject to tax (particularly Ireland). That, in turn, may depend on, among other factors, the nature and level of activities carried on by us and our subsidiaries in each jurisdiction, the identity of the owners of equity interests in subsidiaries that are not wholly owned and the identities of the direct and indirect owners of our indebtedness.
The nature of our activities may be such that our subsidiaries may not continue to qualify for the benefits under income tax treaties with the United States and that may not otherwise qualify for treaty benefits. Failure to so qualify could result in the imposition of U.S. federal and state taxes, which could have a material adverse effect on our financial results.
Organisation for Economic Cooperation and Development’s (“OECD”) Base Erosion and Profit Shifting (“BEPS”) initiative.
The OECD announced an initiative on January 29, 2019, to create an international consensus on new rules (referred to as “BEPS 2.0”) for the framework governing international taxation, which was supported by the publication of the Pillar One and Pillar Two Blueprint Reports on October 12, 2020. On October 8, 2021, 136 countries, including Ireland, approved a statement, known as the OECD BEPS Inclusive Framework (“IF”), providing a framework for BEPS 2.0, which builds upon the Blueprints and a prior iteration of the IF signed by 130 countries on July 1, 2021. The revised Pillar Two Blueprint includes a global minimum effective tax rate of 15% for groups with a global turnover in excess of €750 million, subject to certain exclusions. The OECD published detailed rules to assist in the implementation of the Pillar 2 rules on December 20, 2021 These detailed rules should allow some countries to introduce the Pillar 2 rules into domestic legislation during the course of 2022 (to be effective 2023 at the earliest). As noted above, the EU intends to implement the Pillar 2 measures by way of a Directive. It is this Directive which, if it enters into force, will ultimately be transposed into Irish domestic legislation. On December 22, 2021, the European Commission published a proposed EU directive to incorporate the Pillar 2 tax rules into EU law. Further publications in relation to this are expected from the OECD and the EU in the coming months. Although it is difficult to determine the degree to which these changes may result in an increase in our effective tax rate and cash tax liabilities in future periods, these developments make it more likely that this initiative will have an adverse impact on our effective tax rate and cash tax liabilities in future periods.
The EU Anti-tax Avoidance proposals may impact our effective rate of tax in future periods.
Irish tax law will be subject to changes as a result of the implementation of the EU Anti-Tax Avoidance Directive (“EU ATAD”) and the amending Directive (“EU ATAD 2”). One such change will be the implementation of a restriction on the tax deductibility of interest payments. As currently proposed, the EU ATAD would restrict the tax deductibility of net interest expense to 30% of earnings before interest, tax, depreciation and amortization (“EBITDA”) or possibly higher if the third-party group interest expense ratio to group EBITDA is higher. As currently proposed, the interest limitation legislation in Ireland contains certain provisions which allow for a portion of operating lease income to be treated as interest. Further guidance on the proposed legislation is expected. The exact content of this guidance could impact our ability to claim a tax deduction for interest payments on debt instruments. The interest limitation rules apply to accounting periods commencing on or after January 1, 2022.
On December 22, 2021, the European Commission issued a proposal for a Council Directive laying down rules to prevent the misuse of shell entities for tax purposes within the EU (“EU ATAD 3”). Whilst EU ATAD 3 is expected to be adopted and published into EU member states’ national laws by June 30, 2023, and come into effect as of January 1, 2024, there is considerable uncertainty surrounding the development of the proposal and its implementation. The proposal could result in additional reporting and disclosure obligations.
24

Item 4.    Information on the Company
Business overview
Global leader in aviation leasing
We are the global leader in aviation leasing with a portfolio consisting of 3,701 aircraft, engines and helicopters, that were owned, on order or managed as of December 31, 2021. We provide a wide range of assets for lease, including narrowbody and widebody aircraft, regional jets, freighters, engines and helicopters. We focus on acquiring in-demand flight equipment at attractive prices, funding them efficiently, hedging interest rate risk prudently and using our platform to deploy these assets with the objective of delivering superior risk-adjusted returns. We believe that by applying our expertise, we will be able to identify and execute on a broad range of market opportunities that we expect will generate attractive returns for our investors. We have the infrastructure, expertise and resources to execute a large number of diverse transactions in a variety of market conditions. Our teams of dedicated marketing and asset trading professionals have been successful in leasing and managing our asset portfolio. During the year ended December 31, 2021, we executed 438 aviation asset transactions.
We have an extensive track record of successfully acquiring and integrating companies, including the acquisition of Genesis Lease in 2010 and the acquisition of ILFC in 2014. The acquisition of ILFC and the GECAS Transaction are the two largest transactions in the history of aviation leasing. We believe that our ability to successfully identify, acquire and integrate companies is a key competitive advantage.

Aircraft leasing

AerCap is the global leader in aircraft leasing, leasing to customers in every major geographical region. As of December 31, 2021, we owned 1,756 aircraft and managed 196 aircraft and had 417 new aircraft on order. As of December 31, 2021, the average age of our owned aircraft fleet, weighted by net book value, was 7.1 years. During the year ended December 31, 2021, our weighted average owned aircraft utilization rate was 94%, calculated based on the number of days each aircraft was on lease during the year, weighted by the net book value of the aircraft.
AerCap Cargo is a global leader in the air cargo market, with more than 25 years’ experience and a global fleet of over 100 aircraft that are owned, serviced or committed for conversion. AerCap Cargo provides 12 types of modern narrowbody and widebody cargo aircraft to approximately 20 customers around the world, including freight forwarders, express delivery and cargo operators. AerCap Cargo also plays a developmental role in the provision of new cargo options, including the “Big Twin” freighter program between AerCap Cargo and Israel Aerospace Industries, which involves the conversion of the Boeing 777-300ER aircraft into long-haul large-capacity freighters. AerCap Cargo was also involved in the development of the Boeing 767-300BDSF as well as the Boeing 737 Classic freighter conversion programs. AerCap Cargo’s largest customers are Amazon, Maersk and ASL Aviation.
Engine leasing
AerCap is the world’s largest engine leasing company, with over 900 owned and managed engines (including engines owned by our SES joint venture) with over 75 customers. Our owned engine portfolio is comprised almost entirely of General Electric and CFM International engines, the most liquid engine types that power the world’s most popular and in-demand aircraft, including Airbus A320 and A320neo Family aircraft and Boeing 737, Boeing 787, and Boeing 737 MAX aircraft.
We have longstanding and deep relationships with two key engine original equipment manufacturers, GE Aviation and CFM International. We manage the global spare engine pool for GE Aviation, and our joint venture SES manages the global spare engine pool for CFM International, in each case under a long-term management agreement. The two largest customers of our engine leasing business are GE Aviation and SES, representing over 50% of the net book value of our owned engine portfolio. AerCap and GE Aviation agreed to continue their relationship following completion of the GECAS Transaction. In 2021, AerCap and Safran Aircraft Engines, the French aerospace manufacturer, entered into a 20-year joint venture agreement regarding SES.
25

Helicopter leasing
The Milestone Aviation Group (“Milestone”) is the world’s leading helicopter leasing and financing company with 355 owned or on order helicopters as of December 31, 2021. Milestone partners with helicopter operators worldwide, providing a wide array of financial and productivity solutions, including operating leases, purchase and leasebacks, secured debt financing, engine leasing and fleet advisory services. Milestone supports over 40 customers in more than 35 countries serving a variety of industries, including offshore oil and gas, search and rescue, emergency medical services, police surveillance, mining and other utility missions. Milestone’s largest customers are CHC Helicopters, Bristow Helicopters, Saudi Aramco and Babcock International.
AerCap Materials
AerCap Materials is a global distributor of airframe and engine parts for leading commercial aircraft and engine manufacturers. Since its founding as the Memphis Group in 1971, it has provided quality products and services ranging from spares distribution, engine components, consignment and acquisition. AerCap Materials has its own dismantlement facility located in Greenwood, Mississippi. AerCap Materials has a large inventory of aircraft parts to support mid-life and new-generation aircraft and provides ready access to support various aircraft types, including Boeing 737NG, Boeing 777, Embraer, and A320/A320neo Family aircraft.
Aviation leases and transactions
We lease most of our flight equipment to customers under operating leases. Under these leases, the lessee is responsible for the maintenance and servicing of the equipment during the lease term and we receive the benefit, and assume the risks, of the residual value of the equipment at the end of the lease. Many operators lease flight equipment under operating leases as this reduces their capital requirements and costs and affords them flexibility to manage their fleet more efficiently as flight equipment assets are returned over time. Since the 1970s and the creation of aircraft leasing pioneers Guinness Peat Aviation (“GPA”) and International Lease Finance Corporation (“ILFC”), the world’s airlines have increasingly turned to operating leases to meet their aircraft needs. We serve approximately 300 customers around the world with comprehensive fleet solutions. Our relationships with these customers help us place new flight equipment and remarket existing flight equipment.
Over the life of our flight equipment, we seek to increase the returns on our investments by managing the lease rates, time off-lease and financing and maintenance costs, and by carefully timing their sale. Our current operating leases have initial terms ranging in length up to approximately 16 years. By varying our lease terms, we mitigate the effects of changes in cyclical market conditions at the time aircraft become eligible for re-lease.
Well in advance of the expiration of an operating lease, we prioritize entering into a lease extension with the then-current operator. This reduces our risk of aircraft downtime as well as aircraft transition costs. The terms of our lease extensions reflect the market conditions at the time and typically contain different terms from the original lease. Should a lessee not be interested in extending a lease, or if we believe we can obtain a more favorable return on the aircraft, we will explore other options, including the sale of the asset. If we enter into a lease agreement for the same asset with a different lessee, we generally do so well in advance of the scheduled return date of the asset. When the asset is returned, maintenance work may be required before transition to the next lessee.
Our extensive experience, global reach and operating capabilities allow us to rapidly complete numerous aviation transactions, which enables us to increase the returns on our flight equipment investments by minimizing any time that our assets are not generating revenue for us.
26

The following table provides details regarding the aircraft, engine and helicopter transactions we executed during the years ended December 31, 2021, 2020 and 2019. The trends shown in the table reflect the execution of the various elements of our leasing strategy for our owned and managed portfolio, as described further below:
Year Ended December 31,
2021 (a)20202019Total
Owned portfolio
New leases on new assets45 10 54 109 
New leases on used assets107 12 37 156 
Extensions of lease contracts131 67 92 290 
New asset purchases58 36 65 159 
Asset sales and part-outs (b)56 40 88 184 
Managed portfolio
New leases on used assets14 6 5 25 
Extensions of lease contracts14 2 4 20 
New asset purchases7 — — 7 
Asset sales and part-outs 6 6 8 20 
Total transactions438 179 353 970 
(a) Does not include GECAS transactions executed prior to the Closing Date.
(b) Disassembly of an aircraft for the sale of its parts.
We perform a review of all of our prospective lessees, which generally includes reviewing financial statements, business plans, cash flow projections, maintenance capabilities, operational performance histories, hedging arrangements for fuel, foreign currency and interest rates and relevant regulatory approvals and documentation. We perform on-site credit reviews for new lessees, which typically include extensive discussions with the prospective lessee’s management before we enter into a new lease. We also evaluate the jurisdiction in which the lessee operates to ensure we are in compliance with any regulations and evaluate our ability to repossess our assets in the event of a lessee default. Depending on the credit quality and financial condition of the lessee, we may require the lessee to obtain guarantees or other financial support from an acceptable financial institution or other third parties.
We typically require our lessees to provide a security deposit for their performance under a lease, including the return of the leased asset in the specified maintenance condition at the expiration of the lease.
All of our lessees are responsible for the maintenance and repair of the leased flight equipment as well as other operating costs during the lease term. Based on the credit quality of the lessee, we require some of our lessees to pay supplemental maintenance rents to cover major scheduled maintenance costs. If a lessee pays supplemental maintenance rents, we reimburse them for their maintenance events (as defined in the lease) up to the amount of their supplemental maintenance rent payments. Under the terms of our leases, at lease expiration, we retain excess maintenance rents to the extent that a lessee has paid us more supplemental maintenance rents than we have reimbursed them for their maintenance events. In most lease contracts that do not require the payment of supplemental maintenance rents, the lessee is generally required to redeliver the leased asset in a similar maintenance condition (normal wear and tear excepted) as when accepted under the lease. To the extent that the redelivery condition is different from the acceptance condition, we generally receive cash compensation for the value difference at the time of redelivery. As of December 31, 2021 and 2020, approximately 34% and 35%, respectively, of our owned aircraft leases provided for supplemental maintenance rental payments.
We require the lessee to compensate us if the aircraft is not in the required condition upon redelivery. All of our leases contain provisions regarding our remedies and rights in the event of default by the lessee, and also include specific provisions regarding the required condition of the leased asset upon its redelivery.
Our lessees are also responsible for compliance with all applicable laws and regulations governing the leased asset and all related costs. We require our lessees to comply with either the FAA, EASA or their equivalent standards in other jurisdictions.
27

During the term of our leases, some of our lessees may experience financial difficulties resulting in the need to restructure their leases. Generally, our restructurings can involve a number of possible changes to the lease terms, including the voluntary termination of leases prior to their scheduled expiration, the arrangement of subleases from the primary lessee to a sublessee, the rescheduling of lease payments and the exchange of lease payments for other consideration. In some cases, we may repossess a leased asset and, in those cases, we usually export the leased asset from the lessee’s jurisdiction to prepare it for remarketing. In the majority of repossessions, we obtain the lessee’s cooperation and the return and export of the leased asset are completed without significant delay. In some repossessions, however, our lessees may not cooperate in returning leased assets and we may be required to take legal action. In connection with the repossession of an asset, we may be required to settle claims on such asset or to which the lessee is subject, including outstanding liens on the repossessed asset. Refer to “Item 3. Key Information—Risk Factors—Risks related to our relationship with our lessees—If our lessees fail to cooperate in returning our assets following lease terminations, we may encounter obstacles and are likely to incur significant costs and expenses conducting repossessions” for a discussion of how repossessions may affect our financial results.
Scheduled lease expirations
The following table presents the scheduled lease expirations (for the minimum non-cancelable period) for our owned aircraft under operating leases by aircraft type as of December 31, 2021. The table does not give effect to contracted unexercised lease extension options, aircraft on finance leases, lease extensions or re-leases that are subject to a letter of intent, aircraft sales that have been contracted or are subject to a letter of intent, or designations of a certain aircraft for sale or part-out.
Aircraft type2022202320242025202620272028202920302031ThereafterTotal
Passenger Aircraft123 92 151 130 165 138 81 82 94 106 212 1,374 
Airbus A220 Family— — — — — — — — — — 1 1 
Airbus A320 Family59 52 68 55 55 55 31 9 2 6 6 398 
Airbus A320neo Family— — — 5 6 7 11 42 49 62 126 308 
Airbus A33013 9 9 4 11 8 1 3 3 — — 61 
Airbus A350— — — — — 3 7 6 8 5 15 44 
Boeing 737 MAX— — — — — — — — 16 2 24 42 
Boeing 737NG20 18 41 45 73 42 12 2 — 3 12 268 
Boeing 777-200ER6 2 — — 2 — — — — — — 10 
Boeing 777-300 / 300ER4 6 8 6 3 4 5 3 — 7 3 49 
Boeing 7871 — 3 4 3 9 11 16 15 18 19 99 
Embraer E190 / E195 / E24 1 7 3 3 3 2 1 1 3 6 34 
Other16 4 15 8 9 7 1 — — — — 60 
Freighter Aircraft2 3 2 2 2 6 9 10 17 2 2 57 
Boeing 7372 1 1 2 — 4 4 10 17 1 2 44 
Boeing 747 / 767 / 777— 2 1 — 2 2 5 — — 1 — 13 
Total (a) (b)125 95 153 132 167 144 90 92 111 108 214 1,431 
(a)As of December 31, 2021, scheduled lease expirations through the end of 2023 represented less than 6% of the aggregate net book value of our fleet. As of March 25, 2022, 44 of the 125 aircraft with leases expiring in 2022 have been re-leased, have had leases extended, or have been designated for sale or part-out.
(b)Includes 46 aircraft that were off-lease and under commitment for re-lease as of December 31, 2021.

28

Principal markets and customers
The following table presents the percentage of lease revenue of our owned portfolio from our top five lessees for the year ended December 31, 2021:
LesseePercentage of 2021 lease revenue
American Airlines7.6 %
China Southern Airlines7.1 %
Air France4.9 %
Azul Airlines4.7 %
Ethiopian Airlines3.2 %
Total27.5 %
We lease our aircraft to lessees located in every major geographical region. The following table presents the percentage of our total lease revenue by region based on our lessee’s principal place of business for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
Region202120202019
Asia/Pacific/Russia36 %38 %38 %
Europe26 %27 %28 %
United States/Canada/Caribbean16 %14 %13 %
Latin America12 %11 %11 %
Africa/Middle East10 %10 %10 %
Total100 %100 %100 %
For further geographic information on our total lease revenue and long-lived assets, refer to Note 21—Geographic information to our Consolidated Financial Statements included in this annual report.

29

Aircraft and engine services
We provide aircraft and engine asset management and corporate services to securitization vehicles, joint ventures and other third parties. As of December 31, 2021, we had asset management servicing contracts with 22 parties that owned 196 aircraft and 221 engines. Since we have an established operating system to manage our own aircraft and engines, the incremental cost of providing asset management services to securitization vehicles, joint ventures and third parties is limited. Our primary aircraft and engine asset management activities include:
•remarketing aircraft and engines for lease or sale;
•collecting rental and supplemental maintenance rent payments, monitoring aircraft maintenance, monitoring and enforcing contract compliance and accepting delivery and redelivery of aircraft and engines;
•conducting ongoing lessee financial performance reviews;
•periodically inspecting the leased aircraft and engines;
•coordinating technical modifications to aircraft to meet new lessee requirements;
•conducting restructuring negotiations in connection with lease defaults;
•repossessing aircraft and engines;
•arranging and monitoring insurance coverage;
•registering and de-registering aircraft;
•arranging for aircraft and engine valuations; and
•providing market research.
We charge fees for our aircraft and engine management services based on a mixture of fixed and rental-based amounts, and we also receive performance-based fees related to the managed aircraft or engine lease revenues or sale proceeds.
We also provide corporate administrative and cash management services to securitization vehicles and joint ventures. We currently have corporate administration and/or cash management service contracts with eight parties. Our corporate administrative services consist primarily of accounting and corporate secretarial services, including the preparation of budgets and financial statements. Cash management services consist primarily of treasury services such as the financing, refinancing, hedging and ongoing cash management of these companies.
Aviation parts and supply chain
Through AerCap Materials, Inc. (“AerCap Materials”), we provide airframe and engine parts and supply chain solutions and we disassemble aircraft and engines into parts. AerCap Materials sells airframe parts to airlines, maintenance, repair and overhaul service providers, and aircraft parts distributors.

30

Our business strategy
We develop and grow our aviation leasing business by executing on our focused business strategy, the key components of which are as follows:
Manage the profitability of our flight equipment portfolio
Our ability to profitably manage flight equipment throughout their lifecycle depends, in part, on our ability to successfully source acquisition opportunities of new and used flight equipment at favorable terms, as well as our ability to secure long-term funding for such acquisitions, lease flight equipment at profitable rates, minimize downtime between leases and associated maintenance expenses and opportunistically sell aircraft. We manage the long-term profitability of our flight equipment portfolio by:
•purchasing flight equipment directly from manufacturers;
•entering into purchase and leaseback transactions with airlines;
•using our global customer relationships to obtain favorable lease terms for flight equipment and maximizing utilization;
•maintaining diverse sources of global funding;
•optimizing our portfolio by selling flight equipment; and
•providing management services to securitization vehicles, our joint ventures and other aircraft owners at limited incremental cost to us.
Efficiently manage our liquidity
We analyze sources of financing based on pricing and other terms and conditions in order to optimize the return on our investments. We have the ability to access a broad range of liquidity sources globally. In 2021, we raised $30.5 billion of financing, including note issuances in the capital markets, bank debt and revolving credit facilities, $24 billion of which was for the purpose of financing the GECAS Transaction.
We have access to liquidity in the form of our revolving credit facilities and our term loan facilities, which provide us with flexibility in raising capital and enable us to deploy capital rapidly to accretive aircraft purchase opportunities that may arise. As of December 31, 2021, we had $10.6 billion of undrawn lines of credit available under our revolving credit and term loan facilities and other available secured debt and $1.7 billion of unrestricted cash. We strive to maintain a diverse financing strategy, both in terms of capital providers and structure, through the use of bank debt, note issuance and export credit, including ECA-guaranteed loans, in order to maximize our financial flexibility. We also leverage our longstanding relationships with major aircraft financiers and lenders to secure access to capital. In addition, we attempt to maximize our operating cash flows and continue to pursue the sale of flight equipment to generate additional cash flows. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness.
Manage our flight equipment portfolio
We intend to maintain an attractive portfolio of in-demand flight equipment by acquiring new flight equipment directly from manufacturers, executing purchase and leaseback transactions with airlines, assisting airlines with refleetings and pursuing other opportunistic transactions. We rely on our experienced team of portfolio management professionals to identify and purchase assets we believe are being offered at attractive prices or that we believe will experience an increase in demand over a prolonged period of time. In addition, we intend to continue to rebalance our portfolio through sales to maintain the appropriate mix of flight equipment by customer concentration, asset, age and type.
31

Maintain a diversified and satisfied customer base
We operate our business on a global basis, leasing flight equipment to customers in every major geographical region. We have active customer relationships with approximately 300 customers around the world. These customer relationships are either with existing customers or airlines with which we maintain regular dialogue in relation to potential transaction opportunities. Our relationships with these airlines help us place new flight equipment and remarket existing flight equipment. We monitor our lessee exposure concentrations by both customer and country jurisdiction and intend to maintain a well-diversified customer base. We believe we offer a quality product, both in terms of assets and service, to all of our customers. We have successfully worked with many customers to find mutually beneficial solutions to operational and financial challenges. We believe we maintain excellent relations with our customers. We have been able to achieve a high utilization rate on our aviation assets as a result of our customer reach, quality product offering and strong portfolio management capabilities.
Allocate capital efficiently
We seek to deploy our capital efficiently to provide the best long-term returns for our investors. We have a broad range of options for deployment of capital, including investment in flight equipment, repayment of debt, mergers and acquisitions and the return of capital to shareholders. We have deployed our capital across all of these areas in the past and will continue to seek opportunities to do so in the future.
Joint ventures
We conduct some of our business through joint ventures. The joint venture arrangements allow us to obtain stable servicing revenues and diversify our exposure to the economic risks related to aircraft and engines.
Shannon Engine Support Ltd
Following the GECAS Transaction, SES is a joint venture 50% owned by us and 50% owned by Safran Aircraft Engines. SES is headquartered in Shannon, Ireland, with marketing offices in Beijing, China and Budapest, Hungary. SES offers spare engine solutions to CFM International operators, including guaranteed pool access, short-term and long-term leases, trading and exchanges, all of which can be structured and combined to meet an individual airline’s fleet requirements. SES’s spare engine pools are located at certified MRO facilities around the world, close to international logistics hubs, to easily support airlines operating CFM56 and LEAP powered aircraft. We account for our investment in SES under the equity method of accounting.
Refer to Note 10—Associated companies to our Consolidated Financial Statements included in this annual report for further details on our joint ventures.
Relationship with Airbus, Boeing and other manufacturers
We are one of the largest customers of Airbus and Boeing measured by deliveries of aircraft through 2021 and our order backlog. We were also the launch customer of the Embraer E2 program. We are also among the largest purchasers of engines from each of CFM International, GE Aviation, International Aero Engines, Pratt & Whitney and Rolls-Royce. These extensive manufacturer relationships and the scale of our business enable us to place large orders with favorable pricing and delivery terms. In addition, these strategic relationships with manufacturers and market knowledge allow us to participate in new aircraft designs, which gives us increased confidence in our airframe and engine selections. AerCap cooperates broadly with manufacturers seeking mutually beneficial opportunities.
Competition
The aviation leasing and sales business is highly competitive, and we face competition from other aviation leasing companies, airlines, aviation manufacturers, aviation brokers and financial institutions. Competition for a leasing transaction is based on a number of factors, including delivery dates, lease rates, term of lease, other lease provisions, aircraft condition and the availability in the market place of the types of aircraft that can meet customer requirements. As a result of our geographical reach, diverse aircraft portfolio and success in remarketing our aircraft, we believe we are a strong competitor in all of these areas.
32

Insurance
Our lessees are required under our leases to bear responsibility, through an operational indemnity subject to customary exclusions, and to carry insurance for any liabilities arising out of the operation of our flight equipment, including any liabilities for death or injury to persons and damage to property that ordinarily would attach to the operator of the asset.
In addition, our lessees are required to carry other types of insurance that are customary in the air transportation industry, including hull all risks insurance for both the aircraft and each engine whether or not installed on our aircraft (in each case, at a value stipulated in the relevant lease which typically exceeds the aircraft net book value by 10%) and hull war risks insurance covering risks such as hijacking and terrorism and, where permitted, including confiscation, expropriation, nationalization and seizure (subject to adjustment or fleet or policy aggregate limits in certain circumstances and customary exclusions). Our lessees are also required to carry aircraft spares insurance and aircraft third party liability insurance, in each case subject to customary deductibles and exclusions. We are named as an additional insured on liability insurance policies carried by our lessees, and we or our lenders are designated as a loss payee in the event of a total loss of an asset. We monitor the compliance by our lessees with the insurance provisions of our leases by securing confirmation of coverage from the lessees’ insurance brokers.
We also purchase insurance which provides us with coverage when our assets are not subject to a lease or where a lessee’s policy fails to indemnify us. In addition, we carry customary insurance for our property, which is subject to customary deductibles, limits and exclusions. Insurance experts advise and make recommendations to us as to the appropriate amount of insurance coverage that we should obtain.
Regulation
While the air transportation industry is highly regulated, we generally are not directly subject to most of these regulations, as we do not operate our assets. Our lessees are subject, however, to extensive regulation under the laws of the jurisdictions in which they are registered and in which they operate. These regulations, among other things, govern the registration, operation and maintenance of our assets. Most of our aircraft are registered in the jurisdiction in which the lessee of the aircraft is certified as an air operator. Both our aircraft and engines are subject to the airworthiness and other standards imposed by our lessees’ jurisdictions of operation. Laws affecting the airworthiness of flight equipment are generally designed to ensure that all aircraft, engines and related equipment are continuously maintained in proper condition to enable safe operation of the aircraft. Most countries’ aviation laws require aircraft and engines to be maintained under an approved maintenance program with defined procedures and intervals for inspection, maintenance and repair.
In October 2016, ICAO adopted CORSIA, a global market-based scheme aimed at reducing carbon dioxide emission from international aviation that will become mandatory in 2027. At least 107 countries including the United States, have indicated that they will participate in the voluntary phase-in of CORSIA in 2022. Limitations on emissions such as ETS and CORSIA could favor younger, more fuel-efficient aircraft since they generally produce lower levels of emissions per passenger, which could adversely affect our ability to re-lease or otherwise dispose of less efficient aircraft on a timely basis, on favorable terms, or at all. This is an area of law that is rapidly changing and as of yet remains specific to certain jurisdictions. While we do not know at this time whether new emissions restrictions will be passed, and if passed what impact these laws might have on our business, any future emissions limitations or other future requirements to address climate change concerns could adversely affect us.
In addition, under our leases, we may be required, in some instances, to obtain specific licenses, consents or approvals for different aspects of the leases. These required items include consents from governmental or regulatory authorities for certain payments under the leases and for the import, re-export or deregistration of the leased assets. Also, to perform some of our cash management services and insurance services from Ireland under our management arrangements with our joint ventures and securitization entities, we are required to have a license from the Irish regulatory authorities, which we have obtained.
The United States, among other jurisdictions, regulates the export of goods, software, technology, and military items from the United States. In addition to the Office of Foreign Assets Control, two principal U.S. Government agencies have regulatory authority in this area. The U.S. Department of State, Directorate of Defense Trade Controls (“DDTC”) administers the International Traffic in Arms Regulations (“ITAR”) and the U.S. Department of Commerce, Bureau of Industry and Security administers the Export Administration Regulations (“EAR”).
33

ITAR and EAR compliance are an integral part of AerCap compliance activities. As a result of the GECAS Transaction, Milestone Aviation, a helicopter operating lessor which engages in defense trade activities, became a wholly-owned subsidiary of AerCap. While our fleet is comprised of civil helicopters, certain of the helicopters (generally helicopters configured for search and rescue (“SAR”) or police services missions) are equipped with controlled equipment covered by active ITAR licenses. In view of our defense trade activities, The Milestone Aviation Group LLC is registered with DDTC as an exporter and broker under ITAR. The controlled equipment in our fleet may require prior authorizations to be exported to certain jurisdictions. Any failures by us or our customers or suppliers to comply with these laws and regulations could result in civil or criminal penalties, fines, investigations, adverse publicity or restrictions on its ability to continue to engage in business activities involving controlled equipment, and repeat failures could carry more significant penalties. Any changes in export or sanctions regulations may further restrict business activities involving controlled equipment. The length of time required by the licensing processes can vary, potentially delaying helicopter lease transactions and the recognition of the corresponding revenue.
Please refer to “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory and legal exposure of our business—We are subject to various risks and requirements associated with transacting business in many countries” and “Item 3. Key Information—Risk Factors—Risks related to the geopolitical, regulatory and legal exposure of our business—Our assets are subject to various environmental regulations and concerns,” for a detailed discussion of government sanctions, export controls and other regulations that could affect our business.
Litigation
Please refer to Note 30—Commitments and contingencies to our Consolidated Financial Statements included in this annual report for a detailed description of material litigation to which we are a party.
Trademarks
We have registered the “AerCap” name with the European Union Intellectual Property Office and the United States Patent and Trademark Office, as well as filed the “AerCap” trademark with the World Intellectual Property Organization International (Madrid) Registry and various local trademark authorities. The Milestone Aviation Group LLC has registered the “Milestone” trademark with the United States Patent and Trademark Office, the European Union Intellectual Property Office, and various local trademark authorities.
Culture and values
We strive to conduct our business with integrity and in an honest and responsible manner and to build and maintain long-term, mutually beneficial relationships with our customers, suppliers, shareholders, employees and other stakeholders. These values are further specified in our code of conduct and our ethics-related compliance policies, procedures, trainings and programs. Ethical behavior is strongly promoted by the management team. The Company has an excellent track record in relation to ethics and compliance. These ethical values are reflected in the Company’s long-term strategy and our way of doing business.
Sustainability and community
During 2021, the Board of Directors discussed and reviewed our approach to environmental, social and governance (“ESG”) related topics and other values that contribute to a culture focused on long-term value creation. In April 2021, we published a new ESG report, which was prepared in accordance with the Global Reporting Initiative Standards: Core option, which is publicly available on our website and not incorporated by reference into this annual report. The report sets forth in detail our commitment to growing our business in a responsible and sustainable way. In December 2021, our Board of Directors established an ESG Committee, which aims to enhance AerCap’s governance of ESG-related risks and opportunities and reflects AerCap’s aspiration to be a leader in this space. The committee comprises three board-level independent directors and members of the AerCap senior leadership team. These individuals have relevant experience in areas such as governance, sustainability, energy efficiency, charitable outreach, financial reporting and reputational risk management. This approach is designed to provide dedicated oversight to ESG issues at the highest level.

Renewing our aircraft portfolio through the acquisition of new, modern technology aircraft while disposing of older aircraft has a positive impact on the environment, as these new technology aircraft produce significantly lower emissions than older aircraft and engines, thus helping AerCap and our airline customers to reduce their environmental footprint. AerCap is committed to the efficient use of resources and the reduction of unnecessary waste. Our head office in Dublin has been certified for sustainability in the areas of building materials, energy and water use and accessibility. Our office buildings in Los Angeles and Singapore hold similar green building certifications. The Company has invested resources to improve greenhouse gas emissions and corresponding mitigating initiatives.
34

Our Board of Directors along with members of the AerCap senior leadership team oversee our human capital management. We have zero tolerance of human rights violations, including modern day slavery, child labor and human trafficking, and we monitor for occurrences of these both in our operations and through our supply chain. We have a diverse workforce with employees from over 25 countries around the world. We align our non-discrimination policies with local laws in the locations where we operate, and we see great value in the diversity of cultural, ethnic, gender, social and education backgrounds as we serve customers in over 80 different countries around the world.
We actively seek to hire and retain talented employees and remunerate our employees with what we believe are attractive packages that are competitive with or superior to our peers. This includes not only competitive salaries and benefits, but also performance based-bonuses and employee share schemes. In addition, we also provide opportunities for employees to move within the organization through continuous development programs, industry insights and training and knowledge sharing sessions as well as through well-being initiatives.
We participate in a number of charitable events and industry-related educational programs. Through our social responsibility program, we encourage employees to support local and national organizations that strengthen the communities in which they live and operate. Our employee-led CSR Committee oversees the selection of charitable themes and charity partners and the implementation of charitable donations and activities. A number of our charitable donations involve the matching of funds raised through employee team efforts for the benefit of local community projects. We, along with other major aircraft leasing companies, are a founder and sponsor of a prestigious master’s degree in aviation finance program at a renowned university. In addition to sponsorship, this program involves lectures by some of our key employees and internships provided by the Company to a number of international students from the program, in line with the global nature and identity of the Company and our business. In August 2021, we launched a four-year scholarship program, providing ten scholarships to students of the Faculty of Engineering at the International School of Engineering at Chulalongkorn University, Thailand’s number one ranked university and a world-class leader in aerospace engineering education. In addition to the scholarships, AerCap will provide a range of tailored support to students, including guest lectures and workshops, and summer internships. As part of the scholarship program, final year students will undertake a research project in collaboration with AerCap which will focus on our environmental objectives to reduce our carbon footprint and to drive sustainable growth for our airline customers and the wider aviation industry.
GECAS Integration
Following the completion of the GECAS Transaction, we have focused, and will continue to focus, on integration while maintaining the efficiency of our operations in order to achieve our operational, financial and strategic objectives. Since the completion of the GECAS Transaction, we have continued to execute our business strategy described above.
35

Aircraft portfolio
The following table presents our aircraft portfolio by type of aircraft as of December 31, 2021:
Aircraft typeNumber of
owned
aircraft		% Net Book ValueNumber of
managed
aircraft		Number of on
order aircraft (b)		Total owned,
managed and on
order aircraft
Passenger Aircraft1,685 97 %189 417 2,291 
Airbus A220 Family1 — — 10 11 
Airbus A320 Family530 13 %76 — 606 
Airbus A320neo Family312 27 %15 265 592 
Airbus A33074 3 %10 — 84 
Airbus A330neo Family— — — 12 12 
Airbus A35044 10 %6 — 50 
Boeing 737 MAX45 3 %1 67 113 
Boeing 737NG366 13 %79 — 445 
Boeing 777-200ER21 — — — 21 
Boeing 777-300 / 300ER49 5 %1 — 50 
Boeing 78799 20 %1 25 125 
Embraer E190 / E195 / E273 2 %— 33 106 
Other (a)71 1 %— 5 76 
Freighter Aircraft713 %7—78
Boeing 737452 %7—52
Boeing 747 / 767 / 777261 %——26
Total1,756 100 %196 417 2,369 
(a) Other includes 71 owned aircraft (including 26 Embraer E170/175 aircraft; 22 Boeing 767 aircraft; 19 ATR and De Havilland Canada DHC-8-400 aircraft and four Boeing 757 aircraft) and five regional jet aircraft on order.
(b) Excludes aircraft for which we have cancellation rights, and aircraft with contractual sales at delivery.

36

The following table presents our owned aircraft portfolio by type of aircraft as a percentage of total net book value as of each of the five years ended December 31, 2021:
As of December 31,
Aircraft type20212020201920182017
Passenger Aircraft97 %100 %100 %100 %100 %
Airbus A220 Family— — — — — 
Airbus A320 Family13 %13 %14 %16 %21 %
Airbus A320neo Family27 %23 %18 %14 %7 %
Airbus A3303 %4 %7 %9 %11 %
Airbus A35010 %10 %10 %10 %7 %
Boeing 737 MAX3 %1 %1 %1 %— 
Boeing 737NG13 %15 %16 %19 %22 %
Boeing 777-200ER— 1 %1 %1 %2 %
Boeing 777-300/300ER5 %3 %4 %5 %6 %
Boeing 78720 %29 %28 %25 %22 %
Embraer E190/195/E22 %1 %1 %— — 
Other1 %— — — 2 %
Freighter Aircraft3 %— — — — 
Boeing 7372 %— — — — 
Boeing 747 / 767 / 7771 %— — — — 
Total100 %100 %100 %100 %100 %
New technology aircraft (a)61 %63 %58 %49 %37 %
(a)New technology aircraft includes Airbus A220 Family, Airbus A320neo Family, Airbus A350, Boeing 737 MAX, Boeing 787 and Embraer E2 aircraft.
Following the fatal accidents of two Boeing 737 MAX aircraft, the worldwide fleet of these aircraft was grounded by aviation authorities in March 2019 and production was temporarily suspended by Boeing in January 2020, resulting in ongoing delays in the delivery of our aircraft on order from Boeing. Most jurisdictions have now approved the Boeing 737 MAX return to service, including the United States, China and Europe. As of December 31, 2021, we had 43 Boeing 737 MAX aircraft delivered and on lease, and a further 67 Boeing 737 MAX aircraft on order, excluding aircraft for which we have cancellation rights. Refer to “Item 3. Key Information—Risk Factors—Risks related to competition and the aviation industry—The financial instability of an aircraft or engine manufacturer could impact delivery of our aircraft on order and negatively affect our cash flow and results of operations.”

37

During the year ended December 31, 2021, we had the following activity related to owned aircraft:
Held for operating leasesInvestment in finance leases, netHeld for saleTotal owned aircraft
Number of owned aircraft at beginning of period863 76 — 939 
GECAS Transaction662 157 4 823 
Aircraft purchases 45 — — 45 
Aircraft reclassified to held for sale(27)— 27 — 
Aircraft sold or designated for part-out(33)— (18)(51)
Aircraft reclassified from investment in finance leases, net
7 (7)— — 
Number of owned aircraft at end of period1,517 226 13 1,756 
Aircraft on order
The following table details our 417 aircraft on order as of December 31, 2021:
Aircraft type20222023202420252026ThereafterTotal
Airbus A220 Family7 3 — — — — 10 
Airbus A320neo Family58 63 51 48 28 17 265 
Airbus A330neo Family1 5 6 — — — 12 
Boeing 737 MAX6 15 18 21 7 — 67 
Boeing 7873 5 5 6 3 3 25 
Embraer E190/195-E25 — 11 17 — — 33 
Other — — — — 5 — 5 
Total80 91 91 92 43 20 417 
Due to our order book of aircraft, we believe that we are well-positioned to take advantage of trading opportunities and expand our aircraft portfolio. We believe that our global network of strong relationships with airlines, aircraft manufacturers, maintenance, repair and overhaul service providers and commercial and financial institutions gives us a competitive advantage in sourcing and executing transactions. Our revolving credit facilities are designed to allow us to rapidly execute our portfolio management strategies by providing us with large-scale committed funding to acquire new and used aircraft.
Aircraft acquisitions and dispositions
We purchase new and used aircraft directly from aircraft manufacturers, airlines and financial investors. The aircraft we purchase are both on-lease and off-lease, depending on market conditions and the composition of our portfolio. The buyers of our aircraft include airlines, financial investors and other aircraft leasing companies. We acquire aircraft at attractive prices in three primary ways: by purchasing large quantities of aircraft directly from manufacturers to take advantage of volume discounts, by purchasing portfolios consisting of aircraft of varying types and ages and by entering into purchase and leaseback transactions with airlines. In addition, we also opportunistically purchase individual aircraft that we believe are being offered at attractive prices. Through our marketing team, which is in frequent contact with airlines worldwide, we are also able to identify attractive acquisition and disposition opportunities. We sell aircraft when we believe the market price for the type of aircraft has reached its peak or to rebalance the composition of our aircraft portfolio.
Prior to a purchase or disposition, our dedicated portfolio management group analyzes the aircraft’s price, fit in our aircraft portfolio, specification and configuration, maintenance history and condition, the existing lease terms, financial condition and creditworthiness of the existing lessee, the jurisdiction of the lessee, industry trends, financing arrangements and the aircraft’s redeployment potential and value, among other factors. During the year ended December 31, 2021, we purchased 45 aircraft and sold 51 aircraft from our owned portfolio.

38

History and development of the Company
AerCap Holdings N.V. was incorporated in the Netherlands as a public limited liability company (“naamloze vennootschap” or “N.V.”) on July 10, 2006. AerCap is the global leader in aviation leasing with 2,369 aircraft owned, managed or on order, over 900 engines (including engines owned by our Shannon Engine Support joint venture), over 300 owned helicopters, and total assets of $74.6 billion as of December 31, 2021. Our ordinary shares are listed on the New York Stock Exchange (the “NYSE”) under the ticker symbol AER. Our headquarters is located in Dublin, and we have offices in Shannon, Miami, Singapore, Amsterdam, Shanghai, Abu Dhabi and other locations. We also have representative offices at the world’s largest aircraft manufacturers, Boeing in Seattle and Airbus in Toulouse.
As of December 31, 2021, we had 250,347,345 ordinary shares issued, including 245,395,448 ordinary shares issued and outstanding, and 4,951,897 ordinary shares held as treasury shares. Our issued and outstanding ordinary shares included 5,822,811 shares of unvested restricted stock.
The address of our headquarters in Dublin is AerCap House, 65 St. Stephen’s Green, Dublin D02 YX20, Ireland, and our general telephone number is +353 1 819 2010. Our website address is www.aercap.com. Information contained on our website does not constitute a part of this annual report. Puglisi & Associates is our authorized representative in the United States. The address of Puglisi & Associates is 850 Liberty Avenue, Suite 204, Newark, DE 19711 and their general telephone number is +1 (302) 738-6680. The U.S. Securities and Exchange Commission (“SEC”) maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review our SEC filings, including this annual report, by accessing the SEC’s internet website at www.sec.gov.
AerCap completed the acquisition of the GECAS business from GE on November 1, 2021. Under the terms of the transaction agreement, GE received 111.5 million newly issued AerCap shares, $23 billion of cash and $1 billion of AerCap senior notes. Immediately following the completion of the GECAS Transaction, GE held approximately 46% of AerCap’s issued and outstanding ordinary shares. In connection with the GECAS Transaction, GE appointed one member to join the Board of Directors of AerCap, bringing the number of directors serving on AerCap’s Board of Directors to ten. Additionally, pursuant to the shareholder agreement between AerCap and GE, for as long as GE and its wholly owned subsidiaries, collectively, beneficially own at least 10% of our outstanding shares, GE will be entitled to designate a second director for appointment to AerCap’s Board of Directors. The GE shares are subject to a lock-up period which will expire in stages from nine to 15 months after the Closing Date. GE has entered into agreements with AerCap regarding voting restrictions, standstill provisions and certain registration rights. Refer to Note 4—GECAS Transaction to our Consolidated Financial Statements included in this annual report.
Our primary capital expenditure is the purchase of flight equipment under purchase agreements with the manufacturers (primarily, Airbus, Boeing and Embraer for aircraft). Please refer to “Item 5. Operating and Financial Review and Prospects—Liquidity and capital resources” for a detailed discussion of our capital expenditures. The following table presents our capital expenditures for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
(U.S. Dollars in thousands)
Purchase of flight equipment$1,703,395 $778,547 $3,359,092 
Prepayments on flight equipment86,386 405,178 1,369,400 


39

Facilities
We lease our Dublin, Ireland headquarters office facility under a 25-year lease that began in December 2015, which has a termination right, at our option, in 2031. We lease our Shannon, Ireland office facilities under four separate leases, one of which expires in 2033 with an option to terminate in 2029 and three of which expire in 2029 with options to terminate in 2024. We lease our Singapore office facility under three leases that expire by February 2024. In January 2022 we entered into a lease for our Miami office facility that expires in December 2034. In addition to the above facilities, we also lease small offices in various locations around the world including Dublin, Ireland, Amsterdam, The Netherlands, Shanghai, China, Dubai, United Arab Emirates and Abu Dhabi, United Arab Emirates.
Organizational structure
AerCap Holdings N.V. is a holding company that holds directly and indirectly consolidated subsidiaries, which in turn own our aviation assets. As of December 31, 2021, AerCap Holdings N.V. did not own significant assets other than its direct and indirect investments in its subsidiaries. As of December 31, 2021, our major operating subsidiaries, each of which is ultimately 100%-owned by AerCap Holdings N.V., are AerCap Ireland Limited (Ireland) (“AerCap Ireland”), AerCap Ireland Capital DAC (Ireland), AerCap Global Aviation Trust (United States) (“AerCap Trust”), AerCap Aviation Leasing Limited (Ireland), Celestial Aviation Funding Unlimited Company (Ireland) and Celestial Aviation Services Limited (Ireland). Refer to Exhibit 8.1—List of Subsidiaries of AerCap Holdings N.V. for a complete list of all our subsidiaries.
Item 4A.    Unresolved Staff Comments
Not applicable.
Item 5.    Operating and Financial Review and Prospects
        You should read this discussion in conjunction with our audited Consolidated Financial Statements and the related notes included in this annual report. Our financial statements are presented in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP. The discussion below contains forward looking statements that are based upon our current expectations and are subject to uncertainty and changes of circumstances. Refer to “Item 3. Key Information—Risk Factors” and “Special Note About Forward Looking Statements.”
Overview
Net income attributable to AerCap Holdings N.V. for the year ended December 31, 2021 was $1 billion, compared to a net loss of $299 million for the year ended December 31, 2020. For the year ended December 31, 2021, diluted earnings per share was $6.71 and the weighted average number of diluted shares outstanding was 149,005,981. Net interest margin, the difference between basic lease rents and interest expense, excluding the mark-to-market of interest rate caps and swaps, was $2.6 billion for the year ended December 31, 2021. Annualized net spread less depreciation and amortization was 2.2% for the year ended December 31, 2021. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures” for a reconciliation of net interest margin, annualized net spread and annualized net spread less depreciation and amortization to the most closely related U.S. GAAP measure for the years ended December 31, 2021 and 2020.

40

Major developments in 2021
The Covid-19 pandemic and responsive government actions continue to cause economic disruption and a reduction in commercial airline traffic as compared to pre-pandemic levels, resulting in an adverse impact on air travel in certain jurisdictions, the aviation industry and the demand for commercial aircraft. Despite the ongoing challenges of the Covid-19 pandemic, in 2021 AerCap:
•Completed the GECAS acquisition on November 1, 2021, making AerCap the worldwide industry leader across all areas of aviation leasing: aircraft, engines and helicopters;
•Raised $30.5 billion of financing, including note issuances in the capital markets, bank debt and revolving credit facilities, $24 billion of which was for the purpose of financing the GECAS Transaction;
•Completed purchases of 45 new technology aircraft for approximately $2.2 billion;
•Completed sales of 51 owned aircraft, with an average age of 18 years, for aggregate proceeds of approximately $0.8 billion;
•Executed a total of 438 transactions, including 311 lease agreements; and
•Received an ESG Rating of “A” from MSCI Inc., an improvement from our previous ESG rating of “BBB.”
Aviation assets
During the year ended December 31, 2021, we purchased 45 owned aircraft, five engines and eight helicopters for approximately $2.4 billion. As of December 31, 2021, we owned 1,756 aircraft and managed 196 aircraft. We also owned or managed over 900 engines (including engines owned by SES) and over 300 helicopters. As of December 31, 2021, we had 417 new aircraft on order. The average age of our fleet of 1,756 owned aircraft, weighted by net book value, was 7.1 years as of December 31, 2021.
Significant components of revenues and expenses
Revenues and other income
Our revenues and other income consist primarily of basic lease rents, maintenance rents and other receipts, net gain on sale of assets and other income.
Basic lease rents and maintenance rents and other receipts
Nearly all of our aircraft lease agreements provide for the periodic payment of a fixed or a floating amount of rent. Floating rents for aircraft are tied to interest rates during the terms of the respective leases. During the year ended December 31, 2021, 1.2% of our basic lease rents from aircraft under operating leases was attributable to leases with lease rates tied to floating interest rates. In addition, our leases require the payment of supplemental maintenance rent based on aircraft utilization during the lease term, or EOL compensation calculated with reference to the condition of the aircraft at lease expiration. The amount of basic lease rents and maintenance rents and other receipts (together, “lease revenue”) we recognize is primarily influenced by the following five factors:
•the contracted lease rate, which is highly dependent on the age, condition and type of the leased aircraft;
•for leases with rates tied to floating interest rates, interest rates during the term of the lease;
•the number of aircraft currently subject to lease contracts;
•the lessee’s performance of its lease obligations; and
•the amount of EOL compensation payments we receive, maintenance revenue and other receipts recognized during the lease and accrued maintenance liabilities recognized as revenue at the end of a lease.
In addition to aircraft-specific factors such as the type, condition and age of the aircraft, the lease rates for our leases with fixed rental payments are initially determined in part by reference to the prevailing interest rate for a debt instrument with a term similar to the lease term and with a similar credit quality as the lessee at the time we enter into the lease. Many of the factors described above are influenced by global and regional economic trends, airline market conditions, the supply and demand balance for the type of aircraft we own and our ability to remarket our aircraft subject to expiring lease contracts under favorable economic terms.
41

As of December 31, 2021, 1,624 of our 1,756 owned aircraft were on lease, with no lessee representing more than 10% of total lease revenue for the year ended December 31, 2021. As of December 31, 2021, our owned aircraft portfolio included 132 aircraft that were off-lease. As of March 25, 2022, of the 132 aircraft, 55 were re-leased or under commitments for re-lease, 43 aircraft were designated for sale or part-out (which represented less than 1% of the aggregate net book value of our fleet), 27 aircraft were being marketed for re-lease (which represented approximately 1% of the aggregate net book value of our fleet) and seven aircraft were sold.
Net gain on sale of assets
Our net gain on sale of assets is generated from the sale of our flight equipment and is largely dependent on the condition of the asset being sold, prevailing interest rates, airline market conditions and the supply and demand balance for the type of asset we are selling. The timing of aircraft sale closings is often uncertain, as a sale may be concluded swiftly or negotiations may extend over several weeks or months. As a result, even if net gain on sale of assets is comparable over a long period of time, during any particular reporting period we may close significantly more or fewer sale transactions than in other reporting periods. Accordingly, net gain on sale of assets recorded in one reporting period may not be comparable to net gain on sale of assets in other reporting periods.
Other income
Other income consists of proceeds from claims sales, interest revenue, management fee revenue, insurance proceeds and income related to other miscellaneous activities.
Our interest revenue is derived primarily from interest on unrestricted and restricted cash balances and on financial instruments we hold, such as notes receivable, loans receivable and subordinated debt investments in unconsolidated securitization vehicles or affiliates. The amount of interest revenue we recognize in any period is influenced by our unrestricted or restricted cash balances, the principal balance of financial instruments we hold, contracted or effective interest rates, and movements in provisions for financial instruments which can affect adjustments to valuations or provisions.
We generate management fee revenue by providing management services to non-consolidated aircraft securitization vehicles, joint ventures, and other third parties. Our management services include aircraft asset management services, such as leasing, remarketing and technical advisory services, cash management and treasury services, and accounting and administrative services.
During the year ended December 31, 2021, we recognized $635 million of proceeds from the sale of unsecured claims in Other income. Refer to Note 23—Other income to our Consolidated Financial Statements included in this annual report.
Operating expenses
Our operating expenses consist primarily of depreciation and amortization, interest expense, leasing expenses and selling, general and administrative expenses.
Depreciation and amortization
Our depreciation expense is influenced by the adjusted gross book values, depreciable lives and estimated residual values of our flight equipment. Adjusted gross book value is the original cost of our flight equipment, adjusted for subsequent capitalized improvements, impairments and accounting basis adjustments associated with a business combination or a purchase and leaseback transaction. In addition, we have definite-lived intangible assets which are amortized over the period which we expect to derive economic benefits from such assets.
Interest expense
Our interest expense arises from a variety of debt funding structures and related derivative financial instruments as described in “Item 11—Quantitative and Qualitative Disclosures About Market Risk,” Note 12—Derivative financial instruments and Note 15—Debt to our Consolidated Financial Statements included in this annual report. Interest expense in any period is primarily affected by contracted interest rates, amortization of fair value adjustments, amortization of debt issuance costs and debt discounts and premiums, principal amounts of indebtedness and unrealized mark-to-market gains or losses on derivative financial instruments for which we do not achieve cash flow hedge accounting treatment.
42

Leasing expenses
Our leasing expenses consist primarily of maintenance rights asset amortization expense, maintenance expenses on our flight equipment, which we incur during the lease through lessor maintenance contributions or when we perform maintenance on our off-lease aircraft, expenses we incur to monitor the maintenance condition of our flight equipment during a lease, expenses to transition flight equipment from an expired lease to a new lease contract, non-capitalizable flight equipment expenses, and provisions for credit losses on notes receivable, trade receivables, loans and investment in finance leases, net.
Maintenance rights assets are recognized when we acquire flight equipment subject to existing leases. These assets represent the contractual right to receive the aircraft in a specified maintenance condition at the end of the lease under lease contracts with EOL payment provisions, or our right to receive the aircraft in better maintenance condition due to aircraft maintenance events performed by the lessee either through reimbursement of maintenance deposit rents held under lease contracts with maintenance reserve (“MR”) provisions, or through a lessor contribution to the lessee.
For leases with EOL maintenance provisions, upon lease termination, we recognize receipt of EOL cash compensation as lease revenue to the extent those receipts exceed the EOL maintenance rights asset, and we recognize leasing expenses when the EOL maintenance rights asset exceeds the EOL cash received. For leases with maintenance reserve payment provisions, we recognize maintenance rights expense at the time the lessee submits a reimbursement claim and provides the required documentation related to the cost of a qualifying maintenance event that relates to pre-acquisition usage.
Selling, general and administrative expenses
Our selling, general and administrative expenses consist primarily of personnel expenses, including salaries, benefits and severance compensation, share-based compensation expense, professional and advisory costs, office facility expenses and travel expenses, as summarized in Note 22—Selling, general and administrative expenses to our Consolidated Financial Statements included in this annual report. The level of our selling, general and administrative expenses is influenced primarily by the number of our employees and the extent of transactions or ventures we pursue that require the assistance of outside professionals or advisors.
Income tax benefit (expense)
Our operations are taxable primarily in the two main jurisdictions in which we manage our business: Ireland and the United States. Deferred taxes are provided to reflect the impact of temporary differences between our income before income taxes and our taxable income. Our effective tax rate has varied from year to year. The primary source of temporary differences is the availability of tax depreciation in our primary operating jurisdictions. Our effective tax rate in any year depends on the tax rates in the jurisdictions from which our income is derived, along with the extent of permanent differences between income or loss before income taxes and taxable income.
We have tax losses in certain jurisdictions that can be carried forward, which we recognize as deferred tax assets. We evaluate the recoverability of deferred tax assets in each jurisdiction in each period based upon our estimates of future taxable income in these jurisdictions. If we determine that we are not likely to generate sufficient taxable income in a jurisdiction prior to expiration, if any, of the availability of tax losses, we establish a valuation allowance against the tax loss to reduce the deferred tax asset to its recoverable value. We evaluate the appropriate level of valuation allowances annually and make adjustments as necessary. Increases or decreases to valuation allowances can affect our income tax benefit (expense) in our Consolidated Income Statements and consequently may affect our effective tax rate in a given year.

43

Factors affecting our results
Our results of operations have also been affected by a variety of other factors, primarily:
•the completion of the GECAS acquisition;
•the severity, extent and duration of the Covid-19 pandemic and the rate of recovery in air travel, the aviation industry and global economic conditions, and the potential impacts of the pandemic and responsive government actions on our business and results of operations, financial condition and cash flows;
•the number, type, age and condition of the flight equipment we own;
•aviation industry market conditions, including general economic and political conditions;
•the demand for our flight equipment and the resulting lease rates we are able to obtain for our flight equipment;
•the availability and cost of debt capital to finance purchases of flight equipment;
•the purchase price we pay for our flight equipment;
•the number, type and sale price of flight equipment, or parts in the event of a part-out of flight equipment, we sell in a period;
•the ability of our lessees to meet their lease obligations, and the timing thereof, and maintain our flight equipment in airworthy and marketable condition;
•the utilization rates of our flight equipment;
•the recognition of non-cash share-based compensation expense related to the issuance of restricted stock units or restricted stock;
•our expectations of future maintenance reimbursements and lessee maintenance contributions;
•interest rates, which affect our lease revenues, our interest expense and the market value of our interest rate derivatives;
•our ability to fund our business; and
•our ability to recover claims related to airline bankruptcies or other restructurings.

44

Factors affecting the comparability of our results
GECAS Transaction
AerCap completed the acquisition of GECAS on November 1, 2021. The results of GECAS’s operations have been included in our consolidated financial statements since November 1, 2021. The acquired GECAS business contributed total revenues and other income of $0.4 billion and net income of $49 million to AerCap for the period beginning November 1, 2021, and ended December 31, 2021. Refer to Note 4—GECAS Transaction for further details.
During 2021, we recognized transaction and integration-related expenses of $335 million related to the GECAS Transaction.
During 2020, we did not recognize any transaction-related expenses.
Asset impairment charges    
During 2021, we recognized impairment charges of $128.4 million related to sales transactions and lease terminations.
During 2020, we recognized impairment charges of $1.1 billion related primarily to current technology widebody aircraft, in particular Airbus A330 and Boeing 777 aircraft. In addition, we recognized impairment charges related to sales transactions and lease terminations. We also assessed our indefinite-lived goodwill assets for impairment and recognized impairment charges related to goodwill.
Cash accounting
When we determine that the collection of rental payments is no longer probable, we cease accrual-based revenue recognition on an operating lease contract and we instead recognize lease revenues using a cash accounting method (“Cash Accounting”). During 2021, we recognized a reduction in basic lease rents of $296 million due to the application of Cash Accounting.
During 2020, we recognized a reduction in basic lease rents of $311 million due to Cash Accounting.
Proceeds from sale of unsecured claims
During 2021, we recognized $635 million of proceeds from the sale of unsecured claims in other income.
During 2020, we did not recognize proceeds from the sale of unsecured claims.
Losses on debt extinguishment
During 2021, we recognized losses on debt extinguishment of $9.7 million.
During 2020, we recognized losses on debt extinguishment of $118.5 million, primarily related to the premium paid on the repurchase of debt as a result of the tender offers completed in 2020.
Gain (loss) on investment at fair value
During 2021, we recognized a gain on investment at fair value of $2.3 million.
During 2020, we recognized a loss on investment at fair value of $143.5 million.
Sales transactions
During 2021, we completed sales of 51 owned aircraft, with an average age of 18 years, for aggregate proceeds of approximately $0.8 billion.
During 2020, we completed sales of 40 owned aircraft, with an average age of 17 years, for aggregate proceeds of approximately $0.6 billion.

45

Trends in our business
The impact of the Covid-19 pandemic has had a dramatic impact on aviation. Overall global passenger traffic, measured in revenue passenger kilometers, rose in 2021, but was still only 42% of 2019 pre-pandemic levels, according to IATA. In March 2022, IATA estimated that global air passenger traveler numbers would recover significantly in 2022, to 83% of 2019 pre-pandemic levels. This forecast is subject to downside risk if continued or more severe travel restrictions are imposed.
We expect demand for leased aircraft to remain subdued in the short term and over the medium term we expect improvements in leased aircraft demand as air traffic continues to recover from the lows observed in 2020.
Critical accounting policies and estimates
Our Consolidated Financial Statements are prepared in accordance with U.S. GAAP, and require us to make estimates and assumptions that affect the amounts reported in our Consolidated Financial Statements and accompanying notes. The use of estimates is or could be a significant factor affecting the reported amounts of assets, liabilities, revenues, expenses, and related disclosures of contingent assets and liabilities. Our estimates and assumptions are based on historical experiences and currently available information that management believes to be reasonable under the circumstances. Actual results may differ from our estimates under different conditions, sometimes materially. A summary of our significant accounting policies is presented in Note 3—Summary of significant accounting policies to our Consolidated Financial Statements included in this annual report. Critical accounting policies and estimates are defined as those that are both most important to the portrayal of our financial condition and results of operations and that require our judgments, estimates and assumptions. Our critical accounting policies and estimates are described below.
Flight equipment held for operating leases, net
Flight equipment held for operating leases is stated at cost less accumulated depreciation and impairment. Flight equipment is depreciated to its estimated residual value on a straight-line basis over the useful life of the asset. The costs of improvements to flight equipment are normally recorded as leasing expenses unless the improvement increases the long-term value of the flight equipment. In that case, the capitalized improvement cost is depreciated over the estimated remaining useful life of the aircraft.
Useful Life (a)Residual Value (b)
Passenger aircraft25 years15 %
Freighter aircraft35 years15 %
Helicopters 30 years20 %
Engines20 years60 %
(a) Useful life may be determined to be a different period depending on the disposition strategy.
(b) Estimated industry price, except where more relevant information indicates that a different residual value is more appropriate.
We periodically review the estimated useful lives and residual values of our flight equipment based on our industry knowledge, external factors, such as current market conditions, and changes in our disposition strategies, to determine if they are appropriate, and record adjustments to depreciation rates prospectively on an individual asset basis, as necessary.
We test flight equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The quarterly impairment assessments are primarily triggered by potential sale transactions, early terminated leases, credit events impacting lessees or forecasted significant and permanent declines in the demand for asset types. The quantitative impairment test is performed at the lowest level for which identifiable cash flows are largely independent of other groups of assets, which is the individual asset, including the lease-related assets and liabilities of that asset, such as the maintenance rights assets, lease incentives, and maintenance liabilities (the “Asset Group”). If the sum of the expected undiscounted future cash flows is less than the Asset Group, an impairment loss is recognized. The loss is measured as the excess of the carrying value of the Asset Group over its estimated fair value.
Fair value reflects the present value of future cash flows expected to be generated from the assets, including its expected residual value, discounted at a rate commensurate with the associated risk. Future cash flows are assumed to occur under current market conditions and assume adequate time for a sale between a willing buyer and a willing seller. Expected future lease rates are based on all relevant information available, including current contracted rates for similar assets and industry trends.
46

On an annual basis, we also perform an assessment of all assets held for operating leases to identify potential impairment by reference to estimated future cash flows at the Asset Group level, and perform a quantitative impairment test. We apply significant judgment in assessing whether an impairment is necessary and in estimating significant assumptions including the future lease rates, maintenance cash flow forecasts, the residual value and the discount rate when performing quantitative impairment tests.
Due to the ongoing Covid-19 pandemic, many of our customers continue to curtail their commercial operations and are under varying degrees of financial stress, which could result in lease defaults, lease terminations and related aircraft repossessions. The future cash flows supporting the carrying value of our flight equipment are based on current lease contracts and our estimates of future lease rates, useful lives and residual values for these assets. As a result of the Covid-19 pandemic and its impact on the aviation industry and the global economic environment, there is more uncertainty regarding the future cash flows relating to our flight equipment. A reduction in the future expected cash flows relating to our assets could result in impairment losses that could be material to our financial results.
The ongoing Covid-19 pandemic and responsive government actions continue to have an impact on international travel. While both domestic and international air travel continue to increase since the low points experienced in early 2020, in general domestic travel has been faster to recover and has been more rapid than for international travel. During the year ended December 31, 2021, the ongoing Covid-19 pandemic led governments in many countries to reimpose restrictions on international travel or to delay the relaxation of existing restrictions. As a result, the expected recovery time for international air traffic has become longer.
Due to the significant uncertainties associated with potential sales transactions, we use our judgment to evaluate whether a sale or other disposal is more likely than not. The factors we consider in our assessment include (i) the progress of the potential sales transactions through a review and evaluation of the sales-related documents and other communications, including, but not limited to, letters of intent or sales agreements that have been negotiated or executed; (ii) our general or specific fleet strategies and other business needs and how those requirements bear on the likelihood of sale or other disposal; and (iii) the evaluation of potential execution risks, including the source of potential purchaser funding and other execution risks.
The future cash flows supporting the carrying value of aircraft that are 15 years of age or older are more dependent upon current lease contracts, and these leases are generally more sensitive to weaknesses in the global economic environment. Deterioration of the global economic environment and a decrease in aircraft values might have a negative effect on the undiscounted cash flows of older aircraft and might cause an impairment loss. As of December 31, 2021, 469 aircraft with an aggregate Asset Group value of approximately $6.8 billion were 15 years of age or older, which represented approximately 13% of our total flight equipment and lease-related assets and liabilities. The estimated undiscounted future cash flows of these 469 aircraft were $9.9 billion, which measured on a weighted average basis was 47% in excess of the aggregate carrying value. As of December 31, 2021, all of these aircraft passed the recoverability test. The following assumptions drive the undiscounted cash flows: contracted lease rents through current lease expiry; subsequent re-lease rates based on current marketing information; maintenance cash flow forecasts; and residual values. We review and stress-test our key assumptions to reflect any observed weakness in the global economic environment.
Aircraft that are between five and 15 years of age where future cash flows do not exceed the aircraft carrying value by at least 10% are more susceptible to impairment risk. As of December 31, 2021, seven aircraft with an Asset Group carrying value of $368.3 million did not exceed our 10% threshold, which represented less than 1% of our total flight equipment held for operating leases and lease-related assets and liabilities. The seven aircraft that were below the 10% threshold did, however, pass the impairment test as of December 31, 2021, and as such no impairment was recognized.
Application of the acquisition method of accounting
We applied the acquisition method of accounting and measured the identifiable assets acquired and liabilities assumed at their respective fair values on the GECAS Transaction Closing Date. These fair values were determined primarily using the income approach and were primarily based on significant inputs and assumptions that are not observable in the market. The fair value measurement of each major asset acquired and liability assumed is discussed separately below:
47

Flight equipment held for operating leases, net: We measured the fair value of the GECAS flight equipment in its estimated physical condition as of the Closing Date using contractual lease cash flows adjusted by lessee credit risk, estimated follow-on lease cash flows and estimated residual values. We included contracted lease cash flows in the fair value where applicable for the remainder of the existing lease terms and expected follow-on lease cash flows using estimated market lease rental rates and an estimated residual value based on the flight equipment type, age, and airframe and engine configuration, as applicable and required. The aggregate cash flows were then discounted to present value. The discount rate was based on the type and age of flight equipment and incorporated market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Key inputs and assumptions underlying the income approach and the projected cash flows are discussed further below:
(a)    The contracted leases were adjusted to current market rents as appropriate, and accounted for approximately 49% of the flight equipment’s fair value.

(b)    For in-production, younger aircraft, residual values were assumed after the extension of the existing lease or new lease. The residual value assumption was based on an internal model. The residual values for in-production younger aircraft accounted for approximately 28% of the flight equipment’s fair value.

(c)    For most aircraft, an extension of the existing lease or a new lease was assumed based on our knowledge of the lessee’s fleet plans and expected market lease rents. The extensions and new leases accounted for approximately 14% of the flight equipment’s fair value.

(d)    To determine the residual values for out-of-production, older aircraft that are at the end of their economic life, we assumed that these aircraft are to be sold for parts at the conclusion of their respective leases (“Part-out Residual”). The Part-out Residual values were based on an internal part-out model. Part-out Residual values accounted for approximately 9% of the flight equipment’s fair value.

(e)    The discount rate assumption is based on our knowledge of market returns and leverage and was 6.5%.

Investment in finance leases, net: We determined the fair value of the GECAS investment in finance leases, net using an income approach based on the present value of the current contracted finance leases for the remainder of the terms, and an estimated residual value where we retain the residual value risk. The cash flows were then discounted to present value using a discount rate of 6.5%. The discount rate incorporated market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Key inputs and assumptions underlying the income approach relate to the counterparty’s ability to fulfil their obligations under the existing contracts and an appropriate discount rate.
Maintenance rights asset and lease premium, net: We determined the fair value of the GECAS maintenance rights assets associated with contracts with EOL compensation provisions based on the present value of the expected cash flows, measured as the difference between the aircraft physical maintenance condition at the Closing Date and the specified contractual return condition at the end of the respective lease term, adjusted for the credit risk of the lessee. The fair value of the maintenance rights assets associated with contracts where the lessee provides maintenance reserve payments based on usage during the lease term was determined based on the present value of reimbursements to lessees for maintenance events relating to pre-acquisition usage expected during the remaining post-acquisition lease term. The expected cash flows of the EOL compensation provision and maintenance reserve-paying lease contracts are discounted at market rates of return that reflect the relative risk of achieving the expected cash flows of the assets and the time value of money.
We determined the fair value of the lease premium based on the present value of the expected cash flows calculated as the difference between the contractual lease payments, adjusted for lessee credit risk, and the lease payments that the aircraft could generate over the remaining lease term based on current market rates.
Accrued maintenance liability: We determined the fair value of the GECAS maintenance liabilities, including amounts we agreed to contribute to certain maintenance events that the lessee incurs during the lease term (“Lessor Contributions”) relating to pre-acquisition aircraft usage. The fair value was determined based on the present value of expected cash outflows during the remaining lease term consisting of expected reimbursements of maintenance reserves and expected lessor contributions at the time of the forecasted maintenance event. These two cash flows are based on estimated maintenance intervals and estimated cost to perform the maintenance event. The cash flows were discounted to their respective present values using a market rate of return that reflects the relative risk of the cash flows and the time value of money.
48

Income taxes: AerCap and GECAS have agreed to treat the GECAS Transaction as a deemed “asset sale” for U.S. federal income tax purposes and will, with respect to each target entity that is a domestic corporation for U.S. federal income tax purposes, jointly make an election under Section 338(h)(10) of the Internal Revenue Code, as amended (the “Code”), to similarly treat such stock purchases for legal purposes as deemed asset sales for U.S. federal income tax purposes. As a result of the tax structure of this transaction, AerCap will have a tax basis equal to fair market value (a “step-up”) in certain of the legacy GECAS U.S.-owned assets, including flight equipment. In the months following closing, a significant portion of the legacy GECAS U.S.-owned assets and related liabilities were transferred to Ireland. These assets and liabilities are subject to corporation tax in Ireland.
Recent accounting standards adopted during the year ended December 31, 2021
Please refer to Note 3—Summary of significant accounting policies to our Consolidated Financial Statements included in this annual report.
Future application of accounting standards
Please refer to Note 3—Summary of significant accounting policies to our Consolidated Financial Statements included in this annual report.
49

Comparative results of operations
Results of operations for the year ended December 31, 2021 as compared to the year ended December 31, 2020
Year Ended
December 31,		Increase/ (Decrease)
20212020
(U.S. Dollars in thousands)
Revenues and other income
Lease revenue:
   Basic lease rents
$3,891,089 $3,761,611 $129,478 
   Maintenance rents and other receipts
520,914 559,395 (38,481)
Lease revenue
4,412,003 4,321,006 90,997 
Net gain on sale of assets89,428 89,618 (190)
Other income722,574 83,005 639,569 
Total Revenues and other income5,224,005 4,493,629 730,376 
Expenses
Depreciation and amortization1,737,925 1,645,373 92,552 
Asset impairment128,409 1,086,983 (958,574)
Interest expense1,230,466 1,248,225 (17,759)
Loss on debt extinguishment9,713 118,460 (108,747)
Leasing expenses319,022 323,535 (4,513)
Selling, general and administrative expenses317,888 242,161 75,727 
Transaction and integration-related expenses334,966 — 334,966 
Total Expenses4,078,389 4,664,737 (586,348)
Gain (loss) on investment at fair value2,301 (143,510)145,811 
Income (loss) before income taxes and income of
investments accounted for under the equity method
1,147,917 (314,618)1,462,535 
Income tax (expense) benefit(162,537)17,231 (179,768)
Equity in net earnings of investments accounted for under
the equity method
24,051 2,464 21,587 
Net income (loss)$1,009,431 $(294,923)$1,304,354 
Net income attributable to non-controlling interest
(8,924)(3,643)(5,281)
Net income (loss) attributable to AerCap Holdings N.V.$1,000,507 $(298,566)$1,299,073 
Basic lease rents.    The increase in basic lease rents of $129.5 million, or 3%, was attributable to:
•the acquisition of assets, between January 1, 2020 and December 31, 2021, including the assets acquired as part of the GECAS Transaction, with an aggregate net book value of $28.8 billion on their respective acquisition dates, resulting in an increase in basic lease rents of $161.3 million;
•an increase in basic lease rents of $41.7 million primarily due to re-leases and extensions at higher rates. The accounting for the extensions requires the remaining rental payments to be recorded on a straight-line basis over the remaining term of the original lease plus the extension period; and
•a $14.2 million lower impact on basic lease rents as a result of the application of Cash Accounting during the year ended December 31, 2021 compared to the year ended December 31, 2020;
partially offset by
•the sale of 91 aircraft between January 1, 2020 and December 31, 2021 with an aggregate net book value of $1.1 billion on their respective sale dates, resulting in a decrease in basic lease rents of $87.7 million.

50

Maintenance rents and other receipts.    The decrease in maintenance rents and other receipts of $38.5 million, or 7%, was attributable to:
•a decrease of $129.4 million in maintenance revenue and other receipts from early lease terminations;
partially offset by
•an increase of $90.9 million in regular maintenance rents, including regular maintenance rents related to the GECAS Transaction.
Net gain on sale of assets.    The decrease in net gain on sale of assets of $0.2 million was primarily due to the composition of asset sales. During the year ended December 31, 2021, we recognized proceeds of $836.2 million primarily relating to the sale of 51 aircraft and during the year ended December 31, 2020, we sold 40 aircraft for proceeds of $613.4 million.
Other income.    The increase in other income of $639.6 million was primarily driven by proceeds from the sale of unsecured claims during the year ended December 31, 2021.
Depreciation and amortization.    The increase in depreciation and amortization of $92.6 million, or 6%, was primarily a result of the GECAS Transaction and aircraft purchases, offset by aircraft sales.
Asset impairment.  During the year ended December 31, 2021, we recognized impairment charges of $128.4 million related to sales transactions and lease terminations. During the year ended December 31, 2020, we recognized impairment charges of $1.1 billion related primarily to current technology widebody aircraft, in particular Airbus A330 and Boeing 777 aircraft, as well as to the write-off of goodwill. Please refer to “Item 5. Operating and Financial Review and Prospects—Critical accounting policies and estimates” for further information on our event-driven impairment assessments.
Interest expense.    The decrease in interest expense of $17.8 million, or 1%, was primarily attributable to:
•a decrease in the average cost of debt to 3.6% for the year ended December 31, 2021 as compared to 3.8% for the year ended December 31, 2020. The average cost of debt excludes the effect of mark-to-market movements on interest rate caps and swaps, and debt issuance costs, upfront fees and other impacts. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures” for further information on the average cost of debt;
partially offset by
•an increase in the average outstanding debt balance to $32.3 billion during the year ended December 31, 2021 from $30.2 billion during the year ended December 31, 2020, primarily resulting from debt incurred to finance the GECAS Transaction.
Loss on debt extinguishment.    During the year ended December 31, 2021, we recognized a loss on debt extinguishment of $9.7 million. During the year ended December 31, 2020, we recognized a loss on debt extinguishment of $118.5 million, primarily related to the premium paid on the repurchase of debt as a result of the tender offers completed in 2020.
Leasing expenses.    The decrease in leasing expenses of $4.5 million was primarily due to $54.7 million of higher expenses related to airline defaults and restructuring, and $39.1 million of higher aircraft transition costs and other leasing expenses offset by $59.3 million of lower lessor maintenance contributions and $39.0 million of lower maintenance rights asset amortization.
Selling, general and administrative expenses.   The increase in selling, general and administrative expenses of $75.7 million, or 31%, was primarily due to higher compensation-related expenses as a result of the GECAS Transaction.
Transaction-related expenses. During 2021, we recognized transaction-related expenses of $335.0 million related to the GECAS Transaction. Refer to Note 4—GECAS Transaction to our Consolidated Financial Statements included in this annual report for further details.
Gain (loss) on investment at fair value. During the year ended December 31, 2021 and 2020, we recognized a gain on investment at fair value of $2.3 million and a loss on investment at fair value of $143.5 million, respectively. We elected to account for an investment using the fair value option, whereby changes in the fair value based on quoted market price were recognized as a gain or loss in the Consolidated Income Statements.

51

Income tax (expense) benefit.    The effective tax rate was 14.2% for the year ended December 31, 2021, compared to the effective tax rate of 5.5% for the year ended 2020. The effective tax rate is impacted by the source and amount of earnings among our various tax jurisdictions as well as permanent tax differences relative to pre-tax income or loss. Refer to Note 16—Income taxes to our Consolidated Financial Statements included in this annual report for a detailed description of income taxes.
For Results of Operations for the year ended December 31, 2020, as compared to the year ended December 31, 2019, refer to “Item 5. Operating and Financial Review and Prospects—Comparative results of operations” in our annual report on Form 20-F for the year ended December 31, 2020, filed with the SEC on March 2, 2021.
52

Liquidity and capital resources
Capital expenditures and cash commitments
We have significant capital requirements, including making pre-delivery payments and paying the balance of the purchase price for flight equipment on delivery. As of December 31, 2021, we had commitments to purchase 417 new aircraft, excluding aircraft for which we have cancellation rights, scheduled for delivery through 2027. We also had commitments to purchase 30 engines and 16 helicopters through 2025. As a result, we will need to raise additional funds to satisfy these requirements, which we expect to do through a combination of accessing committed debt facilities and securing additional financing, if needed, from capital markets transactions or other sources of capital. If other sources of capital are not available to us, we may need to raise additional funds through selling aircraft or other aircraft investments, including participations in our joint ventures. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness.

Overview of sources and uses of cash
As of December 31, 2021, our cash balance was $1.9 billion, including unrestricted cash of $1.7 billion, and we had $10.6 billion of undrawn lines of credit available under our revolving credit and term loan facilities and other available secured debt. As of December 31, 2021, our total available liquidity, including undrawn lines of credit, unrestricted cash, cash flows from contracted asset sales and other sources of funding, was $13 billion, and including estimated operating cash flows for the next 12 months, our total sources of liquidity were $18 billion. As of December 31, 2021, our existing sources of liquidity were sufficient to operate our business and cover approximately 2.2x of our debt maturities and contracted capital requirements for the next 12 months.
Debt
As of December 31, 2021, the principal amount of our outstanding indebtedness, which excludes debt issuance costs, debt discounts and debt premium of $344 million, totaled $50.5 billion and consisted of senior unsecured, subordinated and senior secured notes, export credit facilities, commercial bank debt, revolving credit debt, securitization debt and capital lease structures.
In order to satisfy our contractual purchase obligations, we expect to source new debt financing through access to the capital markets, including the unsecured and secured bond markets, the commercial bank market, export credit and the asset-backed securities market.
In the longer term, we expect to fund the growth of our business, including acquiring aircraft, through internally generated cash flows, the incurrence of new bank debt, the refinancing of existing bank debt and other capital-raising initiatives.
During the year ended December 31, 2021, our average cost of debt, excluding the effect of mark-to-market movements on our interest rate caps and swaps, debt issuance fees, upfront fees and other impacts, was 3.6%. As of December 31, 2021, our adjusted debt to equity ratio was 2.7 to 1. Please refer to “Item 5. Operating and Financial Review and Prospects—Non-GAAP measures” for further information on our average cost of debt and reconciliations of adjusted debt and adjusted equity to the most closely related U.S. GAAP measures as of December 31, 2021 and 2020.
Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for a detailed description of our outstanding indebtedness.
Taxation
AerCap Holdings N.V. is incorporated in the Netherlands and headquartered in Ireland, and is not directly engaged in business within, nor has a permanent establishment in, the United States. Only our U.S. subsidiaries are subject to U.S. net income tax or would potentially have to withhold U.S. taxes upon a distribution of our earnings.
While we were tax resident in the Netherlands, we did not accrue or pay taxes as a result of repatriation of earnings from any of our foreign subsidiaries to the Netherlands. Effective February 1, 2016, we became tax resident in Ireland and we would typically expect that the repatriation of earnings from our foreign subsidiaries should not, except where recognized in our financial statements, give rise to material additional Irish taxation due to the availability of foreign tax credits. As of December 31, 2021, $335 million out of $1.7 billion of cash and short-term investments was held by our foreign subsidiaries outside of Ireland. Additionally, legal restrictions in relation to dividend payments from our subsidiaries to us are described in “Item 10. Additional Information—Taxation—Dividend withholding tax.”
53

Contractual obligations
Our estimated future obligations as of December 31, 2021 include both current and long-term obligations. Our contractual obligations consist of principal and interest payments on debt, executed purchase agreements to purchase flight equipment and rent payments pursuant to our office and facility leases. We intend to fund our contractual obligations through unrestricted cash, lines-of-credit and other borrowings, operating cash flows and cash flows from asset sales. We believe that our sources of liquidity will be sufficient to meet our contractual obligations.
The following table provides details regarding our contractual obligations and their payment dates as of December 31, 2021:
20222023202420252026ThereafterTotal
(U.S. Dollars in millions)
Unsecured debt
facilities
$2,655.4 $5,370.1 $7,250.0 $3,650.0 $5,250.0 $12,900.0 $37,075.5 
Secured debt
facilities
1,327.5 1,959.5 1,660.8 2,480.2 689.6 3,071.8 11,189.4 
Subordinated debt
facilities
— — — — — 2,277.2 2,277.2 
Estimated interest
payments (a)
1,561.6 1,394.2 1,168.8 953.3 740.8 5,557.6 11,376.3 
Purchase obligations
(b)
4,241.0 5,693.8 5,245.5 4,233.0 1,885.7 1,063.1 22,362.1 
Operating leases (c)46.8 49.7 46.7 12.4 6.8 30.8 193.2 
Total$9,832.3 $14,467.3 $15,371.8 $11,328.9 $8,572.9 $24,900.5 $84,473.7 
(a)Estimated interest payments for floating rate debt are based on rates as of December 31, 2021 and include the estimated impact of our interest rate swap agreements.
(b)As of December 31, 2021, we had commitments to purchase 417 aircraft (including 26 purchase and leaseback transactions and excluding aircraft for which we have cancellation rights and aircraft with contracted sales at delivery), 30 engines, 16 helicopters and other commitments. The timing of our purchase obligations is based on current estimates. We have incorporated expected delivery delays into the table above. In addition, we have the right to reschedule the delivery dates of certain of our aircraft to future dates. Refer to Note 30—Commitments and contingencies to our Consolidated Financial Statements included in this annual report for further details on our purchase obligations.
(c)Represents contractual payments on aircraft that we lease in from corporate aircraft owners and contractual payments on our office and facility leases. Refer to Note 17—Leases to our Consolidated Financial Statements included in this annual report for further details on our operating lease obligations.


54

Historical Information
The following table presents our consolidated cash flows for the years ended December 31, 2021 and 2020:
Year Ended December 31,
20212020
(U.S. Dollars in millions)
Net cash provided by operating activities
$3,693.8 $2,130.4 
Net cash used in investing activities
(23,458.9)(712.3)
Net cash provided by (used in) financing activities20,183.8 (1,225.3)
Cash flows provided by operating activities.    During the year ended December 31, 2021, our net cash provided by operating activities of $3.7 billion was the result of a net profit of $1.0 billion, other adjustments to net income of $2.1 billion, collections of finance leases of $124.3 million, and the net change in operating assets and liabilities of $475.2 million. During the year ended December 31, 2020, our net cash provided by operating activities of $2.1 billion was the result of a net loss of $294.9 million, other adjustments to net loss of $3.0 billion, and collections of finance and sales-type leases of $68.1 million, partially offset by the net change in operating assets and liabilities of $654.7 million.
Cash flows used in investing activities.    During the year ended December 31, 2021, our net cash used in investing activities of $23.5 billion primarily consisted of the acquisition of GECAS (net of cash acquired) of $22.5 billion and purchase of aircraft of $1.8 billion, partially offset by cash provided by asset sale proceeds of $824.0 million. During the year ended December 31, 2020, our net cash used in investing activities of $712.3 million primarily consisted of cash used for the purchase of aircraft of $1.2 billion, partially offset by cash provided by asset sale proceeds of $471.4 million.
Cash flows provided by (used in) financing activities.    During the year ended December 31, 2021, our net cash provided by financing activities of $20.2 billion primarily consisted of cash provided by new financing proceeds, net of debt repayments and debt issuance costs, of $20.1 billion, net receipts of maintenance and security deposits of $159.5 million, the repurchase of shares and payments of tax withholdings on share-based compensation of $76.2 million, and cash used for the payment of dividends to our non-controlling interest holders of $0.3 million. During the year ended December 31, 2020, our net cash used in financing activities of $1.2 billion primarily consisted of cash used for new financing proceeds, net of debt repayments and debt issuance costs, of $867.5 million, net receipts of maintenance and security deposits of $227.1 million, the repurchase of shares and payments of tax withholdings on share-based compensation of $127.8 million, and cash used for the payment of dividends to our non-controlling interest holders of $2.9 million.
Off-balance sheet arrangements
We have interests in variable interest entities, some of which are not consolidated into our Consolidated Financial Statements. Refer to Note 28—Variable interest entities to our Consolidated Financial Statements included in this annual report for a detailed description of these interests and our other off-balance sheet arrangements.

55

Book value per share
The following table presents our book value per share as of December 31, 2021 and 2020:
As of December 31,
20212020
(U.S. Dollars in millions,
except share and per share data)
Total AerCap Holdings N.V. shareholders’ equity$16,571 $8,864 
Ordinary shares issued250,347,345 138,847,345 
Treasury shares(4,951,897)(8,448,807)
Ordinary shares outstanding245,395,448 130,398,538 
Shares of unvested restricted stock(5,822,811)(2,552,346)
Ordinary shares outstanding, excluding shares of unvested restricted stock239,572,637 127,846,192 
Book value per ordinary share outstanding, excluding shares of unvested restricted
stock
$69.17 $69.34 
Non-GAAP measures
The following are definitions of non-GAAP measures used in this report on Form 20-F and a reconciliation of such measures to the most closely related U.S. GAAP measures.
Net interest margin, annualized net spread, annualized net spread less depreciation and amortization and average cost of debt
Net interest margin is calculated as the difference between basic lease rents and interest expense, excluding the impact of the mark-to-market of interest rate caps and swaps. Annualized net spread is net interest margin expressed as a percentage of average lease assets. Annualized net spread less depreciation and amortization is net interest margin less depreciation and amortization, including maintenance rights expense, expressed as a percentage of average lease assets. Average cost of debt is calculated as interest expense, excluding mark-to-market on interest rate caps and swaps, divided by the average debt balance. We believe these measures may further assist investors in their understanding of the changes and trends related to the earnings of our leasing activities. These measures reflect the impact from changes in the number of aircraft leased, lease rates and utilization rates, as well as the impact from changes in the amount of debt and interest rates.
56

The following is a reconciliation of basic lease rents to net interest margin, annualized net spread and annualized net spread less depreciation and amortization for the years ended December 31, 2021 and 2020:
Year Ended December 31,Percentage
Difference
20212020
(U.S. Dollars in millions)
Basic lease rents$3,891 $3,762 3 %
Interest expense1,230 1,248 (1 %)
Adjusted for:
Mark-to-market of interest rate caps and swaps20 (14)NA
Interest expense excluding mark-to-market on interest rate caps and swaps1,250 1,234 1 %
Net interest margin$2,641 $2,528 4 %
Depreciation and amortization, including maintenance rights expense(1,745)(1,691)3 %
Net interest margin less depreciation and amortization$896 $837 7 %
Average lease assets$40,646 $37,145 9 %
Annualized net spread 6.5 %6.8 %
Annualized net spread less depreciation and amortization
2.2 %2.3 %

Adjusted debt to equity ratio
This measure is the ratio obtained by dividing adjusted debt by adjusted equity. Adjusted debt represents consolidated total debt less cash and cash equivalents, and less a 50% equity credit with respect to certain long-term subordinated debt. Adjusted equity represents total equity, plus the 50% equity credit with respect to the long-term subordinated debt. Adjusted debt and adjusted equity are adjusted by the 50% equity credit to reflect the equity nature of those financing arrangements and to provide information that is consistent with definitions under certain of our debt covenants. We believe this measure may further assist investors in their understanding of our capital structure and leverage.
The following is a reconciliation of debt to adjusted debt and equity to adjusted equity as of December 31, 2021 and 2020:
As of December 31,
20212020
(U.S. Dollars in millions
except debt/equity ratio)
Debt$50,205 $28,742 
Adjusted for:
Cash and cash equivalents(1,729)(1,249)
50% credit for long-term subordinated debt(1,125)(1,125)
Adjusted debt$47,351 $26,368 
Equity$16,647 $8,932 
Adjusted for:
50% credit for long-term subordinated debt1,125 1,125 
Adjusted equity$17,772 $10,057 
Adjusted debt/equity ratio2.66 to 12.62 to 1


57

Summarized financial information of issuers and guarantors
AerCap Trust and AerCap Ireland Capital Designated Activity Company Notes
From time to time since the completion of the acquisition of ILFC, AerCap Trust and AerCap Ireland Capital Designated Activity Company (“AICDC”) have co-issued senior unsecured notes (the “AGAT/AICDC Notes”). Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for further details on the AGAT/AICDC Notes. The AGAT/AICDC Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Holdings N.V. (the “Parent Guarantor”) and by AerCap Ireland, AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “AGAT/AICDC Guarantors”).
Subject to the provisions of the indenture governing the AGAT/AICDC Notes (the “AGAT/AICDC Indenture”), a Subsidiary Guarantor will be automatically and unconditionally released from its guarantee with respect to a series of AGAT/AICDC Notes under the following circumstances: (1) the sale, disposition or other transfer of (i) the capital stock of a Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Restricted Subsidiary (as defined in the AGAT/AICDC Indenture) or (ii) all or substantially all of the assets of a Subsidiary Guarantor; (2) the permitted designation of the Subsidiary Guarantor as an Unrestricted Subsidiary as defined in and pursuant to the AGAT/AICDC Indenture; (3) the consolidation, amalgamation or merger of a Subsidiary Guarantor with and into AerCap Trust, AICDC or another AGAT/AICDC Guarantor with such person being the surviving entity, or upon the liquidation of a Subsidiary Guarantor following the transfer of all of its assets to AerCap Trust, AICDC or another AGAT/AICDC Guarantor; or (4) legal defeasance or covenant defeasance with respect to such series, each as described in the AGAT/AICDC Indenture, or if the obligations of AerCap Trust and AICDC with respect to such series under the AGAT/AICDC Indenture are discharged.
The guarantee obligations of each Subsidiary Guarantor are limited (i) to an amount not to exceed the maximum amount that can be guaranteed by a Subsidiary Guarantor (after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of all other AGAT/AICDC Guarantors in respect of the obligations under their respective guarantees) without rendering the guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable fraudulent conveyance or transfer laws, and (ii) as necessary to recognize certain defenses generally available to guarantors, including voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally or other considerations under applicable law. In addition, given that some of the AGAT/AICDC Guarantors are Irish and Dutch companies, it may be more difficult for holders of the AGAT/AICDC Notes to obtain or enforce judgments against such guarantors.
Because AICDC and certain AGAT/AICDC Guarantors are holding companies with very limited operations, their only significant assets are the equity interests of their directly held subsidiaries. As a result, AICDC and certain AGAT/AICDC Guarantors are dependent primarily upon dividends and other payments from their subsidiaries to generate the funds necessary to meet their outstanding debt service and other obligations, and such dividends or other payments will in turn depend on factors, such as their subsidiaries’ earnings, covenants in instruments governing their subsidiaries’ indebtedness, other contractual restrictions and applicable laws (including local law restricting payments of dividends).
Junior Subordinated Notes
In October 2019, AerCap Holdings N.V. issued $750.0 million aggregate principal amount of 5.875% fixed-rate reset junior subordinated notes due 2079 (the “Junior Subordinated Notes”). Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report. The Junior Subordinated Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Trust, AICDC, AerCap Ireland, AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC (the “Subordinated Notes Guarantors”).
Subject to the provisions of the indenture governing the Junior Subordinated Notes (the “Subordinated Notes Indenture”), a Subordinated Notes Guarantor will be automatically and unconditionally released from its guarantee under the following circumstances: (1) the sale, disposition or other transfer of all or substantially all of the assets of a Subordinated Notes Guarantor; (2) the consolidation, amalgamation or merger of a Subordinated Notes Guarantor with and into AerCap Holdings N.V. or another Subordinated Notes Guarantor with such person being the surviving entity, or upon the liquidation of a Subordinated Notes Guarantor following the transfer of all of its assets to AerCap Holdings N.V. or another Subordinated Notes Guarantor; or (3) legal defeasance or covenant defeasance, each as described in the Subordinated Notes Indenture, or if the obligations of AerCap Holdings N.V. under the Subordinated Notes Indenture are discharged.
58

The guarantee obligations of each Subordinated Notes Guarantor are limited (i) to an amount not to exceed the maximum amount that can be guaranteed by a Subordinated Notes Guarantor (after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of all other Subordinated Notes Guarantors in respect of the obligations under their respective guarantees) without rendering the guarantee, as it relates to such Subordinated Notes Guarantor, voidable under applicable fraudulent conveyance or transfer laws, and (ii) as necessary to recognize certain defenses generally available to guarantors, including voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally or other considerations under applicable law. In addition, given that some of the Subordinated Notes Guarantors are Irish and Dutch companies, it may be more difficult for holders of the Junior Subordinated Notes to obtain or enforce judgments against such guarantors.
Because AerCap Holdings N.V. and certain Subordinated Notes Guarantors are holding companies with very limited operations, their only significant assets are the equity interests of their directly held subsidiaries. As a result, AerCap Holdings N.V. and certain Subordinated Notes Guarantors are dependent primarily upon dividends and other payments from their subsidiaries to generate the funds necessary to meet their outstanding debt service and other obligations, and such dividends or other payments will in turn depend on their subsidiaries’ earnings, covenants in instruments governing their subsidiaries’ indebtedness, other contractual restrictions and applicable laws (including local law restricting payments of dividends).
59

Summarized Combined Financial Information
Summarized financial information (the “SFI”), as defined under Rule 1-02(bb) of Regulation S-X, is provided below for the issuers and the guarantor entities and includes AerCap Holdings N.V., AerCap Trust, AICDC, AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland and ILFC (collectively, the “Obligor Group”) as of December 31, 2021, and for the year ended December 31, 2021. The SFI is presented on a combined basis with intercompany transactions and balances among the entities included in the Obligor Group eliminated. The Obligor Group SFI excludes investments in non-obligor entities.
Summarized combined financial information of issuers and guarantors
December 31, 2021
(U.S. Dollars in millions)
Flight equipment held for operating leases, net
$8,483 
Intercompany receivables
32,806 
Total assets
44,631 
Debt
38,726 
Intercompany payables
5,650 
Total liabilities
46,710 
Non-controlling interest
77 
Year Ended
December 31, 2021
(U.S. Dollars in millions)
Total revenues and other income (a)$2,206 
Total expenses (b)1,347 
Income before income taxes and income of investments accounted for under the equity method859 
Net income753 
Net income attributable to AerCap Holdings N.V.753 
(a)Total revenues include interest income from non-obligor entities of $635 million.
(b)Total expenses include interest expense to non-obligor entities of $16 million.
60

Item 6.    Directors, Senior Management and Employees
Directors and officers
NameAgePositionDate of First
Appointment		End Current
Term (a)
Directors 
Paul Dacier64Non-Executive Chairman of the Board of DirectorsMay 20102025 AGM
Aengus Kelly48Executive Director and Chief Executive OfficerMay 20112026 AGM
Julian (Brad) Branch67Non-Executive DirectorApril 20182022 AGM
Stacey Cartwright58Non-Executive DirectorApril 20192023 AGM
Rita Forst66Non-Executive DirectorApril 20192023 AGM
Richard (Michael) Gradon62Non-Executive DirectorMay 20102022 AGM
James (Jim) Lawrence69Non-Executive DirectorMay 20172025 AGM
Jennifer VanBelle53Non-Executive DirectorNovember 20212025 AGM
Michael Walsh55Non-Executive DirectorMay 20172025 AGM
Robert (Bob) Warden49Non-Executive DirectorJuly 20062022 AGM
Officers    
Peter Juhas50Chief Financial Officer  
Brian Canniffe49Group Treasurer
Peter Anderson46Chief Commercial Officer  
Vincent Drouillard46General Counsel
Joe Venuto62Chief Technical Officer  
Anton Joiner51Chief Risk Officer  
Jorg Koletzki54Chief Information Officer
Risteard Sheridan47Company Secretary and Chief Compliance Officer
Theresa Murray54Head of Human Resources
Bart Ligthart40Chief Investment Officer
Martin Olson59Head of OEM Relations
John Govan50Head of EMEA
Bashir Hajir54Head of Americas
Emmanuel Herinckx49Head of Asia Pacific
Pat Sheedy42President and CEO, Milestone Aviation
Tom Slattery50Executive Vice President Engines
Dermot Manifold55Head of Commercial Operations
(a)The term for each director ends at the Annual General Meeting of Shareholders (“AGM”) typically held in April or May of each year.
Directors
Our Board of Directors currently consists of ten directors, nine of whom are non-executive directors.
Paul Dacier.    Mr. Dacier has been a Director of AerCap since May 27, 2010. He is also currently the general counsel at Indigo Agriculture, a privately held start-up company, and he is on the Board of Directors of Progress Software Inc. (a software application development company). Until 2016, Mr. Dacier was Executive Vice President and General Counsel of EMC Corporation (an information infrastructure technology and solutions company), where he worked in various positions from 1990. He was a Non-Executive Director of GTY Technology Holdings Inc. from October 2016 until November 2019 and a Non-Executive Director of Genesis from November 2007 until the date of its amalgamation with AerCap International Bermuda Limited in March 2010. Prior to joining EMC, Mr. Dacier was an attorney with Apollo Computer Inc. (a computer work station company) from 1984 to 1990. Mr. Dacier received a B.A. in history and a J.D. in 1983 from Marquette University. He is admitted to practice law in the Commonwealth of Massachusetts and the state of Wisconsin.

61

Aengus Kelly.    Mr. Kelly was appointed Executive Director and Chief Executive Officer of AerCap on May 18, 2011. Previously, he served as Chief Executive Officer of AerCap’s U.S. operations from January 2008 to May 2011. Mr. Kelly served as AerCap’s Group Treasurer from 2005 through December 31, 2007. He started his career in the aviation leasing and financing business with Guinness Peat Aviation (“GPA”) in 1998 and continued working with its successors AerFi in Ireland and debis AirFinance and AerCap in Amsterdam. Prior to joining GPA in 1998, he spent three years with KPMG in Dublin. Mr. Kelly is a Chartered Accountant and holds a Bachelor’s degree in Commerce and a Master’s degree in Accounting from University College, Dublin.
Julian (Brad) Branch. Mr. Branch has been a Director of AerCap since April 25, 2018. Mr. Branch most recently served Deloitte Touche Tohmatsu Ltd (Deloitte’s global organization) as Senior Advisor in the Office of the CEO and served the Boards of Deloitte Northwest Europe LP and of Deloitte’s Middle East practice. Mr. Branch’s professional career has spanned 40 years; he first qualified as a Certified Public Accountant in June 1979, and was a general partner of Deloitte entities in the U.S. including Deloitte & Touche LLP (accounting and auditing) and Deloitte Consulting LLP (consulting) for 29 years. His industry focus has been the air transportation industry; large global air carriers. Mr. Branch held a variety of global leadership roles with Deloitte, having lived and practiced outside of the U.S. for over a decade. Mr. Branch has vigorously supported the community through not-for-profit Board service, such as the Advisory Board of Emory University School of Ethics and the Duke University Heart Center. He received a B.A. and M.B.A. from the University of North Carolina.
Stacey Cartwright.    Ms. Cartwright has been a Director of AerCap since April 24, 2019. She is also currently a Non-Executive Director of Savills PLC, Genpact and Majid al Futtaim LEC. She also Chairs the Advisory Committee of Majid al Futtaim Lifestyle. Ms. Cartwright previously served as Chief Executive Officer of Harvey Nichols Group from 2014 to 2017 (and as Deputy Chairman in 2018), Executive Vice President and Chief Financial Officer of Burberry Group from 2004 to 2013, and Chief Financial Officer of Egg PLC from 1999 to 2003, having spent her early career with Granada Group. Ms. Cartwright was also a Non-Executive Director of GlaxoSmithKline PLC and a Senior Independent Director of the Football Association Ltd. Ms. Cartwright is a qualified chartered accountant and she received a BSc from the London School of Economics.
Rita Forst.    Ms. Forst has been a Director of AerCap since April 24, 2019. She is also currently an independent business consultant in powertrain and vehicle technology, and serves as a member of the supervisory board of Norma Group SE and ElringKlinger AG in Germany. Effective April 29, 2020, Ms. Forst became a Non-Executive Director of Westport Fuel Systems Inc. in Vancouver, Canada and, in October 2021 she was appointed a Non-Executive Director of Johnson Matthey Plc in London, UK. In addition, Ms. Forst holds an advisory board position at iwis SE & Co. KG in Germany. Ms. Forst spent more than 35 years at the Opel European division of General Motors in senior engineering and management positions, and as a member of Opel’s management board. As such, Ms. Forst has been responsible for the development of new generations of engines and car models for Opel and General Motors. Ms. Forst holds Bachelor’s degrees in mechanical engineering from the Kettering University (U.S.) and the Darmstadt University of Applied Technology (Germany).

Richard (Michael) Gradon.    Mr. Gradon has been a Director of AerCap since May 27, 2010. He is also currently a Non-Executive Director of Exclusive Hotels. He was a Non-Executive Director of Genesis from November 2007 until the date of its amalgamation with AerCap International Bermuda Limited in March 2010. He practiced law at Slaughter & May before joining the UK FTSE 100 company The Peninsular & Oriental Steam Navigation Company (P&O) where he was a main Board Director from 1998 until its takeover in 2006. His roles at P&O included the group commercial & legal director function and he served as Chairman of P&O’s property division. Mr. Gradon served on the board of The Wimbledon Tennis Championships from 2005 to 2019 and on the board of Grosvenor Limited from 2007 to 2015. In addition, Mr. Gradon served as Chairman of La Manga Club, Spain, and Chief Executive Officer of the London Gateway projects. Mr. Gradon holds an M.A. degree in law from Cambridge University.
62

James (Jim) Lawrence. Mr. Lawrence has been a Director of AerCap since May 5, 2017. He is currently Chairman of Lake Harriet Capital, a private investment firm. Previously, Mr. Lawrence served as Chairman of Rothschild North America and earlier as Chief Executive Officer of Rothschild North America and as co-head of global investment banking at Rothschild from 2010 to 2015. Prior to Rothschild, Mr. Lawrence was Chief Financial Officer of Unilever and he served as Executive Director on the boards of Unilever NV and Unilever PLC. He joined Unilever in 2007 after serving as the Vice Chairman and Chief Financial Officer of General Mills for nine years. Prior to General Mills, Mr. Lawrence was Executive Vice President and Chief Financial Officer of Northwest Airlines from 1996 to 1998, and before that Mr. Lawrence was a division President at PepsiCo, serving as CEO of Pepsi-Cola Asia, Middle East, Africa from 1992 to 1996. In 1983, he cofounded The LEK Partnership, a corporate strategy and merger/acquisition firm, headquartered in London. Before that he was a Partner of Bain and Company having opened their London and Munich offices. Prior to that, he worked for The Boston Consulting Group. Mr. Lawrence is currently a Non-Executive Director of Avnet Inc. and Smurfit Kappa Group. His aviation industry experience dates from 1990, and it includes, in addition to being the Chief Financial Officer of Northwest Airlines, serving on the boards of IAG (International Consolidated Airlines Group), Continental Airlines, TWA, Mesaba and British Airways. Since 1990, Mr. Lawrence has served on 16 public company boards, several private company boards and numerous non-profit boards. Mr. Lawrence earned a Bachelor of Arts in Economics from Yale University and an M.B.A. with distinction from Harvard Business School. 
Jennifer VanBelle.    Ms. VanBelle has been a Director of AerCap since November 1, 2021. She is currently Senior Vice President, GE Capital CEO, and Treasurer of GE and GE Capital. Ms. VanBelle became CEO of GE Capital in January 2021, expanding her role as GE Treasurer. She was named Treasurer in January 2018, after spending two years as Capital Markets leader. From 2012 to 2016, Ms. VanBelle was Chief Risk Officer—Capital Management for GE Capital and she served as Deputy Treasurer GE Treasury from 2007 to 2012. After spending several years at Chemical Bank and ING, she joined GE in 1998 and has served in a range of capital markets and risk management roles. Ms. VanBelle holds a B.A. degree in Economics from Bates College and an MSc in Finance from the London Business School.
Michael Walsh.   Mr. Walsh has been a Director of AerCap since May 5, 2017. He previously served as a Non-Executive Director, including Chairman, of a number of companies which finance and lease aircraft and trains throughout the world. Mr. Walsh has over 30 years’ experience as a Non-Executive Director, senior executive and commercial lawyer in the aircraft leasing and financing industry. In 1989, he joined GPA Group plc, the aircraft leasing and financing company, and held a number of senior management positions, including General Counsel. Following the acquisition of GPA by debis AirFinance in 2000, Mr. Walsh was appointed General Counsel of debis AirFinance and held that position until 2002. From 2003 to 2005, he served as Chief Legal Officer of Bord Gáis Éireann, the Irish gas utility. From 1986 to 1989, he was a diplomat in the Irish Diplomatic Service. Mr. Walsh is a barrister and a law graduate of University College, Cork, Ireland.
Robert (Bob) Warden.    Mr. Warden has been a Director of AerCap since July 26, 2006. He is also currently Global Head of Private Equity at Cerberus Capital Management, L.P., which he joined in October 2018 after previously working at Cerberus from 2003 to 2012. Mr. Warden has worked in the private equity industry for over 25 years. He was formerly a partner at Pamplona Capital Management from 2012 to 2018, and had previously worked in private equity at J.H. Whitney, Cornerstone Equity Investors and Donaldson, Lufkin & Jenrette. Mr. Warden received his A.B. from Brown University.
Officers
Peter Juhas.    Mr. Juhas was appointed Chief Financial Officer of AerCap in April 2017, following his appointment as Deputy Chief Financial Officer in September 2015. Prior to joining AerCap, Mr. Juhas was Global Head of Strategic Planning at American International Group, Inc. (“AIG”), where he led the development of the company’s strategic and capital plans, as well as mergers, acquisitions and other transactions, including the sale of ILFC to AerCap. Prior to joining AIG in 2011, Mr. Juhas was a Managing Director in the Investment Banking Division of Morgan Stanley from 2000 to 2011. While at Morgan Stanley, he led the IPO of AerCap in 2006 and was the lead advisor to the Federal Reserve Bank and the U.S. Treasury on the AIG restructuring and the placement of the U.S. government-sponsored enterprises Fannie Mae and Freddie Mac into conservatorship in 2008. Prior to joining Morgan Stanley, Mr. Juhas was an attorney in the Mergers and Acquisitions group at Sullivan & Cromwell LLP, the New York law firm. Mr. Juhas received his A.B. from Harvard College and his J.D. from Harvard Law School.
63

Peter Anderson.  Mr. Anderson was appointed Chief Commercial Officer in March 2021, overseeing AerCap’s worldwide leasing business, including marketing, pricing and commercial execution. During his career at AerCap, Mr. Anderson has served as Head of EMEA and as Head of Asia Pacific and China, managing AerCap’s leasing activities teams in those regions. From 2011, Mr. Anderson worked in the leasing team at ILFC, establishing and leading the Singapore office until AerCap’s acquisition of ILFC in 2014. Mr. Anderson has also held positions at Hong Kong Aviation Capital and at Allco Finance Group in both Sydney and London, specializing in aircraft leasing and structured finance. Mr. Anderson earned his Master of Applied Finance and Investment from the Securities Institute of Australia, and his B.A. from the University of Technology Sydney.
Vincent Drouillard.    Mr. Drouillard was appointed General Counsel on June 1, 2018. He previously served in the role of Head of Legal Leasing at AerCap, a position he held from 2015 to 2018. He joined ILFC in 2004 and last served as Head of Legal EMEA, prior to the acquisition of ILFC by AerCap. Mr. Drouillard practiced law at the law firm Gibson, Dunn & Crutcher. He received law degrees from King’s College London, the University of Paris I Panthéon-Sorbonne and the University of Paris X Nanterre. Mr. Drouillard is a member of the New York State Bar and the State Bar of California.
Brian Canniffe.    Mr. Canniffe was appointed Group Treasurer of AerCap in January 2018, previously serving as Head of Investor Relations since joining the Company in October 2016. He has over 20 years’ experience in banking, lending and the capital markets. Prior to joining AerCap, Mr. Canniffe served as Managing Director and Head of Global Markets Financing for Bank of America Merrill Lynch in Hong Kong and Tokyo, where he led a division that was responsible for providing secured financing, trading, clearing, reporting and various treasury functions in the Asia Pacific region. In addition, he held roles within the financing divisions at Nomura Securities and Bankers Trust International.
Joe Venuto.    Mr. Venuto was appointed Chief Technical Officer of AerCap in February 2012. He previously served in the role of Senior Vice President Operations for the Americas at AerCap for four years. From 2004 to 2008, he held the role of Senior Vice President Operations at AeroTurbine, Inc., responsible for all technical issues. Prior to joining AeroTurbine, Inc., Mr. Venuto held the role of Senior Director Maintenance at several airlines including Trump Shuttle, Laker Airways and Amerijet International. He has over 30 years’ experience in the aviation industry and he commenced his aviation career as an Airplane and Powerplant technician for Eastern Airlines. Mr. Venuto is a graduate of the College of Aeronautics and a licensed FAA Airframe and Powerplant Technician.
Anton Joiner.    Mr. Joiner was appointed Chief Risk Officer in 2011 with responsibility for portfolio risk management, workouts, repossessions and debtor management. He joined AerCap in 2001 and held a variety of positions. Prior to joining AerCap, Mr. Joiner held positions with Scotia Capital, Commercial Aviation Group and Hunting Cargo Airlines. He has a Master’s degree in Air Transport Management from Cranfield College of Aeronautics.
Jorg Koletzki.    Mr. Koletzki was appointed Chief Information Officer of AerCap in September 2015. He has significant experience in managing complex system implementations on a global scale, transforming IT functions and running high quality teams. His experience extends to working within large multinational companies including IBM, Volkswagen, National Grid and E.ON.
Risteard Sheridan. Mr. Sheridan was appointed Company Secretary in May 2020 and Chief Compliance Officer in 2019. He joined AerCap in April 2017 as Head of Internal Audit. Prior to joining AerCap, he gained extensive experience advising companies on governance, financial reporting and control/process matters while working with the professional services firms KPMG and EY. Mr. Sheridan holds a Bachelor’s degree in Business & Legal Studies and a Master’s degree in Accounting from University College Dublin and is a Fellow of Chartered Accountants Ireland.
Theresa Murray.    Ms. Murray was appointed Head of Human Resources in October 2016. She has over 25 years’ experience across all HR disciplines. Prior to joining AerCap she held the position of International HR Director at Nuance Communications. Throughout her career she has held a variety of HR and management roles, including senior positions at Telefonica and Lucent Technologies.
Bart Ligthart.    Mr. Ligthart joined the AerCap Trading team in 2007. He was appointed to the position of Head of Trading and Portfolio Management in 2018 and as Chief Investment Officer in March 2022. Mr. Ligthart has 14 years’ experience in aircraft trading and portfolio management in both wide and narrowbody aircraft. Prior to joining AerCap he worked at Deloitte and Touche in Amsterdam where he served as Manager Transactions Services. Mr. Ligthart received his B.A in Commercial Economics from Inholland University, and his MSc in Finance Management from Nyenrode Business University.

64

Martin Olson.    Mr. Olson assumed the position of Head of OEM Relations following the acquisition of ILFC by AerCap. He previously served in the role of Senior Vice President at ILFC. Mr. Olson heads AerCap’s OEM Relations Department, responsible for purchasing new aircraft and engines. He joined ILFC in 1995 after ten years with McDonnell Douglas Aircraft Corporation. Mr. Olson is a graduate of California State University, Fullerton. He holds a Master’s degree in Business Administration from the University of Southern California.
John Govan. Mr. Govan was promoted to the position of Head of EMEA in March 2021. He previously served in the role of Vice President Leasing from 2016 to 2021. In his role, Mr. Govan is responsible for AerCap’s leasing activities across Europe, Middle East and Africa. Prior to joining AerCap, he worked in the Technical team at SMBC Aviation Capital, formerly RBS Aviation Capital, as VP Technical and was subsequently promoted to the role of SVP Airline Marketing, followed by SVP OEM Relations. Mr. Govan began his aviation career as an Aircraft Maintenance and Engineering Apprentice at Lufthansa Technik, formerly Shannon Aerospace, where he qualified as an Aircraft Maintenance Technician in 1992.
Bashir Hajjar.    Mr. Hajjar assumed the position of Head of Americas in October 2018. In his role Mr. Hajjar is responsible for AerCap’s leasing activities across the Americas. He brings 30 years of wide-ranging experience in the aviation industry from aircraft manufacturing to aircraft leasing and airline management. Prior to joining AerCap he held various positions in the Fleet Planning group for Continental Airlines and the Aircraft Marketing group at McDonnell Douglas. Mr. Hajjar began his aviation career in engineering, at McDonnell Douglas, Eastern Airlines and Continental Airlines. Mr. Hajjar holds a Masters of Business Administration from California State University Long Beach, a Bachelor of Science Degree in Aerospace Engineering from Saint Louis University, and an FAA Airframe and Power Plant Certificate.
Emmanuel Herinckx.    Mr. Herinckx was appointed to the position of Head of Asia Pacific in July 2019. He oversees AerCap’s leasing activities across Asia Pacific and China from our office in Singapore. Mr. Herinckx joined AerCap in September 2006 as Vice President Marketing Asia Pacific. Prior to joining AerCap he worked in the Airline Marketing Departments of Airbus North America Sales, INC, Washington D.C., USA and Airbus SAS, Toulouse, France for a period of seven years. Mr. Herinckx holds a Master of Science in Air Transport Management from Cranfield University, United Kingdom.
Pat Sheedy.    Mr. Sheedy is President and CEO of Milestone Aviation. He has over 20 years of international financial services experience, including having previously led the underwriting and portfolio management function at Milestone Aviation and also having overall risk responsibility for GE Engine Leasing and GECAS’ Cargo business. Prior to joining Milestone, he spent the majority of his career working in commercial aircraft leasing, with a particular focus on Emerging Markets, covering the Middle East, Africa and Russia. He qualified as a chartered accountant with Deloitte in Ireland, where he spent four years in several roles including audit and assurance, corporate finance and corporate recovery, prior to joining GE in 2004. Mr. Sheedy obtained his Bachelor of Business Studies degree from University of Limerick and is a Fellow of the Institute of Chartered Accountants Ireland.
Tom Slattery. Mr. Slattery assumed the role of Executive Vice President of AerCap Engines following the acquisition of GECAS by AerCap in November 2021. Mr. Slattery heads the engine asset management activity of AerCap, responsible for the spare engine leasing business and the installed engine operations. He joined GE Aviation in 2000 as an engineer working on engine overhaul economics, followed by assuming several roles in GECAS, including sales and technical leadership, and in 2018, he was appointed EVP GECAS Engines. Mr. Slattery holds a Bachelor’s degree in Mechanical Engineering and a Master’s degree in Business from Cranfield University.
Dermot Manifold. Mr. Manifold was appointed Head of Commercial Operations following AerCap’s acquisition of GECAS in November 2021. He has 28 years of industry experience including management roles with responsibility for finance, pricing, asset purchasing, portfolio management and strategy. Immediately prior to joining AerCap he was EVP Commercial Operations at GECAS with responsibility for new aircraft acquisitions, portfolio placement and pricing. He qualified as a chartered accountant with PwC in Ireland, where he spent four years in roles including audit, accounting, tax and insolvency, prior to joining GE in 1993. Mr. Manifold has a Bachelor of Business Studies degree from University of Limerick and is a Fellow of the Institute of Chartered Accountants Ireland since 2003.
65

Compensation
Compensation of non-executive directors
We currently pay each non-executive director an annual fee of €95,000 (€200,000 for the Chairman of our Board of Directors) and pay each of these directors an additional €4,000 per meeting attended in person or €1,000 per meeting attended by phone. In addition, we pay the chair of the Audit Committee an annual fee of €25,000 and each Audit Committee member an annual fee of €15,000 and a fee of €4,000 per committee meeting attended in person or €1,000 per committee meeting attended by phone. We further pay the non-executive chair of each of the Nomination and Compensation Committee, the ESG Committee, the Group Treasury and Accounting Committee and the Group Portfolio and Investment Committee an annual fee of €15,000 and each such committee member an annual fee of €10,000 and a fee of €4,000 per committee meeting attended in person or €1,000 per committee meeting attended by phone.
In addition, our non-executive directors receive an annual equity award as provided for in AerCap’s remuneration policy for members of the Board of Directors and in accordance with the terms of the Equity Incentive Plan 2014. The size of the annual equity award to our non-executive directors increased, effective as of December 31, 2015, following a market compensation analysis conducted by an independent benefits advisory firm and in accordance with the terms of the Equity Incentive Plan 2014. The annual equity award may be supplemented by additional awards in line with AerCap’s remuneration policy in order to meet the compensation goals of the Company. As of December 31, 2021, our non-executive directors held 193,252 restricted stock units and options to acquire a total of 1,803 AerCap ordinary shares (our non-executive directors did not hold any shares of restricted stock as of December 31, 2021); these equity awards have been granted under the AerCap equity incentive plans, as further described below. All members of the Board of Directors are reimbursed for reasonable costs and expenses incurred in attending meetings of our Board of Directors.    

66

Executive compensation
The aviation leasing business is highly competitive. As the global leader in aviation leasing, we seek to attract and retain the most talented and successful officers to manage our business and to motivate them with appropriate incentives to execute our strategy and to promote and encourage continued superior performance over a prolonged period of time, in support of achieving the objectives of long-term value creation and appropriate risk-taking. We have designed our compensation plans to meet these objectives.
Compensation goal
How goal is accomplished
Attract and retain leading executive talent
• Design compensation elements to enable us to compete effectively for executive talent
• Selectively retain executives acquired through business transactions considering industry and functional knowledge, leadership abilities and fit with Company culture
• Perform market analysis to stay informed of compensation trends and practices
Align executive pay with shareholder interests
• Concentrate executive pay heavily in equity compensation
• Require robust equity ownership and retention
• Motivate senior executives with meaningful incentives to generate long-term returns
Pay for performance
• Pay annual bonuses based on performance against one-year budgeted target set by the Nomination and Compensation Committee
• Reward long-term growth and value creation
• Tie long-term incentive program awards to the achievement of multi-year earnings per share (“EPS”) targets set by the Nomination and Compensation Committee
• Reward high performers with above-target pay when predetermined goals are exceeded
Manage risk
• Prohibit hedging of Company securities and pledging of AerCap equity prior to vesting
• Emphasize long-term performance by designing equity award opportunities to minimize short-term focus and influence on compensation payouts
• Subject the executive director’s incentive compensation to clawback provisions under Dutch law
As of December 31, 2021, our Group Executive Committee members were Aengus Kelly, Peter Juhas and Peter Anderson. During the year ended December 31, 2021, we paid an aggregate of approximately $13.0 million in cash (base salary and bonuses) and benefits as compensation to our Group Executive Committee members, including approximately $0.4 million as part of their retirement and pension plans.
The compensation packages of our Group Executive Committee members (other than our Chief Executive Officer) and certain other officers, consisting of base salary, annual bonus and, for some officers, annual stock bonus, along with other benefits, are determined by the Nomination and Compensation Committee upon the recommendation of the Chief Executive Officer on an annual basis. In addition, upon the recommendation of the Chief Executive Officer, the Nomination and Compensation Committee may grant long-term equity incentive awards to our officers (other than our Chief Executive Officer) on a non-recurring basis under our equity incentive plans, as further outlined below. The compensation package of our Chief Executive Officer, consisting of base salary, annual bonus, annual stock bonus and a long-term equity incentive award, along with other benefits, is determined by the Board of Directors, upon the recommendation of the Nomination and Compensation Committee, in accordance with the remuneration policy approved by the General Meeting of Shareholders.
67

The amount of the annual bonus and, if applicable, the amount of the annual stock bonus granted to our Group Executive Committee members and other participating officers are determined by the Nomination and Compensation Committee (or, in the case of our Chief Executive Officer, the Board of Directors, upon the recommendation of the Nomination and Compensation Committee) based on the Company’s performance relative to the U.S. GAAP EPS budget for the relevant year and the personal performance of the individual Group Executive Committee member or other officer involved. The Company’s U.S. GAAP EPS budget and target bonus levels are typically determined before the beginning of the relevant year. The annual bonus amounts and the annual stock bonuses are paid or granted, as the case may be, in arrears. As a matter of policy, actual bonus amounts will be below target level in years that the EPS target is not met, unless specific circumstances require otherwise which, if any, will be disclosed in this annual report. The annual stock bonuses vest after three years or, if earlier, at the end of the officer’s employment term.
Our long-term equity incentive program is designed to retain our most talented and successful officers and to incentivize continued superior performance, in accordance with the Company’s long-term objectives, for the benefit of our shareholders and other stakeholders. The majority of the long-term equity awards have vesting periods ranging between three years and five years, and the vesting of 66.67% of each award is conditional upon the achievement of the Company’s U.S. GAAP EPS budget over the multi-year vesting period, as determined by the Board of Directors at the beginning of the vesting period (33.33% of each award is subject to time-based vesting). The awards will cliff vest, subject to meeting the vesting conditions, at the end of the vesting period, i.e., there will be no vesting in the interim, and all shares will remain at risk until the end of the vesting period. If the EPS target is not met, then none or only a portion of the performance-based shares will vest, with the remaining performance-based shares being forfeited. None of the performance-based shares will vest if 84.5% or less of the EPS target is met, which indicates the stringency of the program. A portion of the performance-based shares will vest, as specified in the award agreements, if between 84.5% and 100% of the EPS target is met, and all performance-based shares will vest if the EPS target is met or exceeded. In the event of a change of control of the Company, the shares will immediately vest. We believe that the design of our long-term equity incentive program promotes and encourages continued superior performance over a prolonged period of time in support of achieving the objectives of long-term value creation and appropriate risk-taking.
The employment agreements with some of our Group Executive Committee members provide for severance payments on certain terminations. The amount of the pre-agreed severance is derived from calculations, based on the employee’s age and years of service.
The Company is subject to the Netherlands’ Clawback of Bonuses Act. Pursuant to this legislation, bonuses paid to the executive director (and other directors, as defined under the articles of association, provided they are in charge of day-to-day management) may be clawed back if awarded on the basis of incorrect information. In addition, any bonus that has been awarded to the executive director (and other directors, as defined under the articles of association, provided they are in charge of day-to-day management) may be reduced if, under the circumstances, payment of the bonus would be unacceptable. As of December 31, 2021, we did not have any directors other than the executive director who were in charge of day-to-day management.
68

AerCap equity incentive plans
Under our equity incentive plans, we have granted restricted stock units, restricted stock and, previously, stock options to directors, officers and employees to attract and retain them on competitive terms, and to incentivize superior performance with a view to creating long-term value for the benefit of the Company, its shareholders and other stakeholders.
The table below indicates the equity awards the Company granted to our Group Executive Committee members and their equity awards that vested in 2021:
2021 Granted2021 Vested
Aengus Kelly3,522,591 (a)18,345 (c)
Peter Juhas450,000 (b)— 
Peter Anderson— 140,400 (d)
(a)Grant of 3,022,591 shares of restricted stock, of which 6,830 were withheld to pay taxes incurred by Mr. Kelly in connection with the grant. All other taxes in connection with these awards were funded by Mr. Kelly through a transfer of 624,000 shares from Mr. Kelly to the Company. Grant of 500,000 RSUs that will only vest subject to achievement of certain share price targets; payroll tax will be withheld and deducted from the shares to be delivered at vesting.
(b)Grant of 375,000 shares of restricted stock, of which 143,563 were withheld to pay taxes incurred by Mr. Juhas in connection with the grant. Grant of 75,000 RSUs that will only vest subject to achievement of a certain share price; payroll tax will be withheld and deducted from the shares to be delivered at vesting.
(c)Vesting of 18,345 shares of restricted stock.
(d)Vesting of 140,400 shares of restricted stock.
The table below indicates the years in which equity awards held by our Group Executive Committee members as of December 31, 2021 are due to vest, subject to meeting the applicable vesting criteria. The awards may comprise restricted stock and restricted stock units, as specified in the paragraph below regarding share ownership:
20222023202420252026
Aengus Kelly859,960 684,812 — 2,000,000 1,500,000 
Peter Juhas188,264 — — 151,625 150,812 
Peter Anderson20,000 — — 313,953 — 
We require our Group Executive Committee members to own Company ordinary shares having a value equal to at least five times their annual base salary (ten times in the case of the Chief Executive Officer), in order to further align their interests with the long-term interests of our shareholders. This threshold amount includes ordinary shares owned outright, vested stock-based equity awards, time-based restricted stock and time-based restricted stock units, whether or not vested, and any stock-based equity that the executive has elected to defer. New Group Executive Committee members have a five-year grace period to meet this threshold. In addition, each Group Executive Committee member is required to hold, post vesting, 25% of the net ordinary shares (50% for our Chief Executive Officer) (after satisfaction of any exercise price or tax withholding obligations), delivered to him or her pursuant to Company equity awards since January 1, 2007, for so long as such member remains employed by the Company (or, if earlier, until such member reaches 65 years of age). Sales of Company ordinary shares are conducted with a view to avoiding undue impact on the Company’s ordinary share price and in compliance with laws and regulations. Each member must consult with the Chairman before executing any sale of the Company’s ordinary shares.
Our policies prohibit our directors, officers and employees from trading in Company securities on the basis of material non-public information, or engaging in hedging and other “short” transactions involving Company securities. In addition, our directors, officers and employees are prohibited from pledging equity incentive awards prior to vesting.
Refer to Note 19—Share-based compensation to our Consolidated Financial Statements included in this annual report for more details on our equity incentive plans.
69

Board Practices
General
Our Board of Directors currently consists of ten directors, nine of whom are non-executive directors.
As a foreign private issuer, as defined by the rules promulgated under the Exchange Act, we are not required to have a majority independent Board of Directors under applicable NYSE rules. Under the Dutch Corporate Governance Code (the “Dutch Code”), for a non-executive director to be considered “independent,” he or she (and his or her spouse and immediate relatives) may not, among other things, (i) in the five years prior to his or her appointment, have been an employee or executive director of us or any public company affiliated with us; (ii) in the year prior to his or her appointment, have had an important business relationship with us or any public company affiliated with us; (iii) receive any financial compensation from us other than for the performance of his or her duties as a director or other than in the ordinary course of business; (iv) hold 10% or more of our ordinary shares (including ordinary shares subject to any shareholder’s agreement); (v) be a member of the management or Supervisory Board of a company owning 10% or more of our ordinary shares; (vi) in the year prior to his or her appointment, have temporarily managed our day-to-day affairs while the executive director was unable to discharge his or her duties; or (vii) be a member of the management board of a company in which a member of the management board of the company which he supervises is a supervisory board member. The Dutch Code contains principles and best practices for Dutch companies with listed shares, and requires companies to either comply with the best practice provisions of the Dutch Code or to explain why they deviate from these best practice provisions. One of our non-executive directors was appointed to the Board by GE in connection with the GECAS Transaction and the shareholder agreement between AerCap and GE—refer to Note 4—GECAS Transaction to our Consolidated Financial Statements included in this annual report. Additionally, pursuant to the shareholder agreement between AerCap and GE, for as long as GE and its wholly owned subsidiaries collectively beneficially own at least 10% of our outstanding shares, GE will be entitled to designate a second director for appointment to AerCap’s Board of Directors. One of our non-executive directors (out of a total of nine) has served in excess of 12 years in deviation of the best practice provisions in the Dutch Code. However, we believe that the current composition of the Board enables it to operate effectively and independently, considering that the non-executive directors are carefully selected based upon their combined experience and expertise. The average tenure of our non-executive directors as of December 31, 2021, was 6.8 years.
The directors are appointed by the general meeting of the shareholders. Our directors may be appointed by the vote of a majority of votes cast at a general meeting of shareholders provided that our Board of Directors has proposed the appointment. Without a Board of Directors proposal, directors may also be appointed by the vote of a majority of the votes cast at a general meeting of shareholders if the majority represents at least one-third of our issued capital.
Shareholders may remove or suspend a director by the vote of a majority of the votes cast at a general meeting of shareholders, provided that our Board of Directors has proposed the removal. Our shareholders may also remove or suspend a director, without there being a proposal by the Board of Directors, by the vote of a majority of the votes cast at a general meeting of shareholders if the majority represents at least one-third of our issued capital.
Under our articles of association, the rules for the Board of Directors and the board committees, and Dutch corporate law, the members of the Board of Directors are collectively responsible for the management, general and financial affairs, policy, and strategy of our company.
The executive director is our Chief Executive Officer, who is primarily responsible for managing our day-to-day affairs as well as other responsibilities that have been delegated to the executive director in accordance with our articles of association and our internal rules for the Board of Directors. The non-executive directors supervise the Chief Executive Officer and our general affairs and provide general advice to our Chief Executive Officer. In performing their duties, the non-executive directors are guided by the interests of the Company and shall, within the boundaries set by relevant Dutch law, take into account the relevant interests of our shareholders and other stakeholders in AerCap. The internal affairs of the Board of Directors are governed by our rules for the Board of Directors.
The Chairman of the Board is responsible for ensuring, among other things, that (i) each director receives all information about matters that he or she may deem useful or necessary in connection with the proper performance of his or her duties; (ii) each director has sufficient time for consultation and decision making; and (iii) the Board of Directors and the board committees are properly constituted and functioning.
70

Each director has the right to cast one vote and may be represented at a meeting of the Board of Directors by a fellow director. The Board of Directors may pass resolutions only if a quorum of four directors, including our Chief Executive Officer and the Chairman or, in his absence, an alternative non-executive director who has been charged by the Board of Directors to act as chairman, are present at the meeting. Resolutions must be passed by a majority of the votes cast. If there is a tie, the matter will be decided by the Chairman of the meeting. Subject to Dutch law, resolutions of the Board of Directors may be passed in writing by a majority of the directors in office. Pursuant to Dutch laws and the Board Rules, a director may not participate in discussions or the decision making process on a transaction or subject in relation to which he or she has a conflict of interest with us. Resolutions to enter into such transactions must be approved by our Board of Directors, excluding such interested director or directors.
In 2021, the Board of Directors met on 19 occasions. Throughout the year, the Chairman of the Board and individual non-executive directors were in close contact with our Chief Executive Officer and the other Group Executive Committee members. During its meetings and contacts with the Chief Executive Officer and the other Group Executive Committee members, the Board discussed such topics as the GECAS Transaction, AerCap’s annual reports and annual accounts for the financial year 2020, topics for the AGM 2021, the impacts of the Covid-19 pandemic, the situation involving the grounding of the Boeing 737 MAX aircraft, secured and unsecured financing transactions and AerCap’s liquidity position, AerCap’s hedging policies, the utilization and optimization of AerCap’s portfolio of aircraft, global and regional macroeconomic, monetary and political developments and impact on the industry, AerCap key customer developments, competitive landscape, aircraft valuations, AerCap’s backlog of new technology orders with aircraft and engine manufacturers, AerCap shareholder value, AerCap key shareholder developments, capital allocation strategies and share repurchases, AerCap’s corporate and tax structure, reports from the various Board committees, budgeting and financial planning, environmental, social and governance (“ESG”) related topics, remuneration and compensation, directors’ and officers’ succession planning, cyber security, regulatory compliance, culture and values, the impact of remote working environments, sustainability and community, governance, risk management and control and an assessment of the Board’s own functioning.
Composition of the Board
The members of our Board of Directors are from diverse professional backgrounds and combine a broad spectrum of experience and expertise with a reputation for integrity. The Board of Directors as a whole possesses a wide range of core competencies, professional backgrounds and skill sets, as outlined in the Board profile, which is determined by the Board each year. The Board Profile, which is available on the website of the Company, sets out the Board’s policy in relation to Board composition and diversity, and associated targets. The highlights of this policy include that the Board of Directors shall aim for a diverse composition, in line with the global nature and identity of the Company and its business, in terms of such factors as nationality, background, gender and age. We are committed to advancing female representation on our Board of Directors, as we believe that greater diversity of the Board of Directors will have a positive impact. Candidate directors are primarily selected on the basis of core competencies, professional backgrounds and skill sets as outlined in the Board profile. The Board of Directors comprises at least one financial expert.
Committees of the Board of Directors
As described above, the Chief Executive Officer is primarily responsible for managing our day-to-day affairs as well as other duties that have been delegated to the executive director in accordance with our articles of association and our internal rules for the Board of Directors. The Board of Directors has established a Group Executive Committee, a Group Portfolio and Investment Committee, a Group Treasury and Accounting Committee, an Audit Committee, a Nomination and Compensation Committee and an ESG Committee.
Group Executive Committee
We maintain a Group Executive Committee, which is tasked with assisting the Chief Executive Officer with the operational management of the Company, subject to the Chief Executive Officer’s ultimate responsibility. It is chaired by our Chief Executive Officer and is comprised of officers appointed by the Nomination and Compensation Committee. As of December 31, 2021, the members of our Group Executive Committee were Aengus Kelly, Peter Juhas and Peter Anderson. The members of the Group Executive Committee assist the Chief Executive Officer in performing his duties and as such have managerial and policy making functions within the Company in their respective areas of responsibility. Members of the Group Executive Committee regularly attend Board meetings.
71

Group Portfolio and Investment Committee
Our Group Portfolio and Investment Committee is entrusted with the authority to consent to transactions relating to the acquisition and disposal of aircraft, engines and financial assets that are in excess of $250 million but less than $600 million, among others. It is chaired by our Chief Financial Officer and is comprised of non-executive directors and officers appointed by the Nomination and Compensation Committee. As of December 31, 2021, the members of our Group Portfolio and Investment Committee were Peter Juhas, Aengus Kelly, Robert (Bob) Warden, Bart Ligthart and Rita Forst.
Group Treasury and Accounting Committee
Our Group Treasury and Accounting Committee is entrusted with the authority to consent to debt funding in excess of $250 million but less than $600 million per transaction, among others. It is chaired by our Chief Financial Officer and is comprised of non-executive directors and officers appointed by the Nomination and Compensation Committee. As of December 31, 2021, the members of our Group Treasury and Accounting Committee were Peter Juhas, Aengus Kelly, Paul Dacier, Brian Canniffe and Robert (Bob) Warden.
Audit Committee
Our Audit Committee assists the Board of Directors in fulfilling its responsibilities relating to the integrity of our financial statements, our risk management and internal control arrangements, our compliance with legal and regulatory requirements, the performance, qualifications and independence of our external auditors, and the performance of the internal audit function, among others. The Audit Committee is comprised of non-executive directors who are “independent” as defined by Rule 10A-3 under the Exchange Act. At least one of them shall have the necessary financial qualifications. As of December 31, 2021, the members of our Audit Committee were James (Jim) Lawrence (Chairman), Julian (Brad) Branch, Richard (Michael) Gradon, and Michael Walsh.
In 2021, the Audit Committee met on seven occasions. Throughout the year, the members of the Audit Committee were in close contact with our Chief Executive Officer, our Chief Financial Officer, our internal auditors and our external auditors. Principal items discussed and reviewed during these Audit Committee meetings and with our Chief Executive Officer and our Chief Financial Officer included the annual and quarterly financial statements and disclosures, the GECAS Transaction and related integration considerations, including certain auditor independence matters and the related comprehensive process to select and appoint a new external auditor (refer to “Item 16F—Change in Registrant’s Certifying Accountant” for additional information), internal auditors’ reports, external auditors’ reports, external auditors’ independence and rotation, activities and results in respect of our continued compliance with the Sarbanes-Oxley Act, the external auditors’ audit plan for 2021, approval of other services rendered by the external auditors, internal audit reports, the internal auditors’ audit plan for 2022, the impacts of the Covid-19 pandemic, the Company’s compliance, risk management, integrity and fraud policies, the expenses incurred by the Company’s most senior officers in carrying out their duties, the Company’s tax planning policies, key transformation projects including IT and cybersecurity projects, the functioning of the Audit Committee, the Audit Committee charter and the Audit Committee cycle. The Audit Committee had separate sessions with the external auditors and with the internal auditors without management being present.
Nomination and Compensation Committee
Our Nomination and Compensation Committee selects and recruits candidates for the positions of Chief Executive Officer, non-executive director and Chairman of the Board of Directors and recommends their remuneration, bonuses and other terms of employment or engagement to the Board of Directors. In addition, our Nomination and Compensation Committee approves the remuneration, bonuses and other terms of employment of the Group Executive Committee and certain other officers and appoints members of the Group Executive Committee, the Group Portfolio and Investment Committee, the Group Treasury and Accounting Committee and recommends candidates for the Audit Committee and plans the succession within the Board of Directors and committees. It is chaired by the Chairman of our Board of Directors and is further comprised of up to four non-executive directors appointed by the Board of Directors. As of December 31, 2021, the members of our Nomination and Compensation Committee were Paul Dacier (Chairman), Michael Walsh, Jennifer VanBelle, Robert (Bob) Warden and Stacey Cartwright.
In 2021, the Nomination and Compensation Committee met on five occasions. At these meetings it discussed and approved succession planning and compensation related occurrences and developments within the framework of the Board and Committee Rules and our remuneration policy. In addition, various resolutions were adopted outside of these meetings.
None of our Nomination and Compensation Committee members or our officers has a relationship that would constitute an interlocking relationship with officers or directors of another entity or insider participation in compensation decisions.
72

ESG Committee
In December 2021, our Board of Directors established an ESG Committee, which aims to enhance AerCap’s governance of ESG-related risks and opportunities and reflects AerCap’s aspiration to be a leader in this space. The committee comprises three board-level independent directors and members of the AerCap senior leadership team. These individuals have relevant experience in areas such as governance, sustainability, energy efficiency, charitable outreach, financial reporting and reputational risk management. This approach is designed to provide dedicated oversight to ESG issues at the highest level. As of December 31, 2021, the members of our ESG Committee were Stacey Cartwright (Chair), Julian (Brad) Branch, Rita Forst, Peter Juhas, Tom Slattery and Joseph McGinley.
Share ownership
The following table presents beneficial ownership of our shares which are held by our directors and Group Executive Committee members as of December 31, 2021:
Ordinary shares (unrestricted)Restricted stock (a)Restricted stock units (a) (b)Ordinary shares underlying options (c)Fully diluted ownership percentage (d)
Directors:
Paul Dacier (Chairman)11,118 — 26,700 1,803 *
Aengus Kelly (e)1,018,386 4,544,772 500,000 — 2.3 %
Julian (Brad) Branch5,000 — 31,016 — *
Stacey Cartwright— — 24,451 — *
Rita Forst1,500 — 24,451 — *
Richard (Michael) Gradon3,656 — 23,987 — *
James (Jim) Lawrence208,454 — 20,000 — *
Michael Walsh6,897 — 20,000 — *
Robert (Bob) Warden13,742 — 22,647 — *
Jennifer VanBelle— — — — *
Total Directors1,268,753 4,544,772 693,252 1,803 
Group Executive Committee (GEC) Members:
Peter Juhas49,849 405,780 84,921 — *
Peter Anderson70,183 313,953 20,000 — *
Total Directors and GEC Members1,388,785 5,264,505 798,173 1,803  
*Less than 1.0%.
(a)All restricted stock and restricted stock units are subject to time-based, performance-based or market vesting conditions. Of these restricted stock and restricted stock units, subject to the vesting conditions, 4,311 will vest on January 1, 2022, 45,889 will vest on March 11, 2022, 20,039 will vest on April 30, 2022 (or the date of the AGM in 2022, whichever is the earlier), 842,105 will vest on May 1, 2022 (or the date of the AGM in 2022, whichever is the earlier), 20,000 will vest on June 30, 2022, 242,737 will vest on September 13, 2022, 3,608 will vest on January 1, 2023, 14,419 will vest on March 9, 2023, 5,294 will vest on April 30, 2023 (or the date of the AGM in 2023, whichever is the earlier), 670,393 will vest on May 1, 2023 (or the date of the AGM in 2023, whichever is the earlier), 160,000 will vest on December 17, 2023, 313,953 will vest on March 31, 2025, 2,151,625 will vest on April 30, 2025 and 1,650,812 will vest on April 30, 2026.
(b)Payroll tax will be withheld and deducted from the ordinary shares to be delivered at the vesting of restricted stock units, as applicable.
(c)The remaining 1,803 options expire on December 31, 2022 and carry a strike price of $13.72 per option.
(d)Percentage amount assumes the vesting and exercise of all time-based and performance-based equity awards at target in this table, and no vesting or exercise of any other equity awards.
(e)Mr. Kelly is our Chief Executive Officer and the Executive Director of the Board.
All of our ordinary shares have the same voting rights.
The address for all of our directors and officers is c/o AerCap Holdings N.V., AerCap House, 65 St. Stephen’s Green, Dublin, D02 YX20, Ireland.

73

Employees
The following table presents the number of employees relating to our aviation leasing business at each of our principal geographic locations as of December 31, 2021, 2020 and 2019:
As of December 31,
Location202120202019
Dublin226 200 206 
Shannon253 79 79 
United States141 44 51 
Singapore65 44 44 
Other (a)51 10 10 
Total (b)736 377 390 
(a)Includes employees located in the Netherlands, China, France, the United Kingdom, the United Arab Emirates, Hong Kong, Italy, Luxembourg and Russia.
(b)Includes six part-time employees as of December 31, 2021 and one part-time employee as of December 31, 2020 and 2019, respectively.
None of our employees are covered by a collective bargaining agreement, and we believe that we maintain excellent employee relations.
Item 7.    Major Shareholders and Related Party Transactions
Major shareholders
Beneficial holders of 5% or more of our issued and outstanding ordinary shares as of December 31, 2021, based on available public filings, include: General Electric Company at 45.4% (111,500,000 shares) and Wellington Management Company, LLP at 7.6% (18,583,219 shares).
We do not register the jurisdiction of all record holders as this information is not always available. Specifically, the number of record holders in the United States, or in many regions outside the United States, is not known to the Company and cannot be ascertained from public filings. All of our ordinary shares have the same voting rights.
Related party transactions
Refer to Note 4—GECAS Transaction, Note 10—Associated companies, Note 28—Variable interest entities and Note 29—Related party transactions to our Consolidated Financial Statements included in this annual report for further details of transactions and loans between the Company and its related parties.
Shareholders’ Agreement, Registration Rights Agreement and Noteholder Agreement with GE Capital US Holdings, Inc. and GE
AerCap completed the acquisition of GECAS from GE on November 1, 2021. Under the terms of the transaction agreement, GE received 111.5 million newly issued AerCap ordinary shares, approximately $23 billion of cash and $1 billion of AerCap senior notes. As a condition to the closing of the GECAS Transaction, AerCap and GE entered into a shareholders’ agreement (the “Shareholders’ Agreement”), a registration rights agreement (the “Registration Rights Agreement”) and a noteholder agreement (the “Noteholder Agreement”).
Board Nomination Rights
For as long as GE and its subsidiaries own at least 10% of our issued and outstanding ordinary shares, GE will be entitled to designate two directors for election to our Board of Directors, and for as long as GE owns any of the shares, GE will be entitled to designate one director for election to our Board of Directors. Subject to the provisions of the Shareholders’ Agreement, the Board of Directors will propose the GE-designated directors for appointment by the AGM. One GE-designated director will resign if GE’s aggregate ownership decreases below 10% of our outstanding shares and the second will resign if GE ceases to own any shares.

74

Restrictions on voting of shares
In general, GE may vote shares constituting up to 24.9% of shares able to vote (taking into consideration such voting restriction) and must abstain from voting the remainder of its shares. The voting restriction will not apply to, and GE may vote all of its ordinary shares, in connection with:
i.any transaction requiring approval of the general meeting under article 2:107a of the Dutch Civil Code, other than change of control transactions not approved by our Board of Directors;
ii. any merger or sale of substantially all of the assets of AerCap or other change of control transactions involving AerCap, in each case approved by our Board of Directors;
iii. any amendment or series of related amendments to AerCap’s organizational documents that would have a materially adverse and disproportionate effect on GE relative to AerCap’s other shareholders;
iv. any proposal at a general meeting to limit or exclude GE’s pre-emptive rights; and
v. the appointment or dismissal of directors nominated by GE.
Until GE holds less than 10% of our issued and outstanding ordinary shares, GE must abstain from voting any of its shares in connection with the election or removal of any director nominees not approved by our Board of Directors and any change of control transaction not approved by our Board of Directors. Once GE holds less than 10% of our issued and outstanding ordinary shares, GE may vote all of its shares in connection with the election or removal of any director nominees not approved by our Board of Directors and any change of control transaction not approved by our Board of Directors.
Foundation structure
In the unforeseen event that GE would challenge the enforceability of the voting restrictions in the Shareholders’ Agreement, subject to certain conditions we would be entitled to require GE to use its reasonable best efforts to transfer its shares to a Dutch foundation (“stichting”), in exchange for which GE will receive a corresponding number of registered depository receipts from the foundation which will provide GE with the economic benefits of its shares, while the voting rights will remain with the foundation. The foundation would be subject to the same voting agreement as GE, and GE would be able to instruct the foundation how to vote on the specific matters on which GE would be entitled to vote under the voting agreement provisions of the Shareholders’ Agreement. The members of the board of the foundation would be appointed by us.
Lock-up period
The ordinary shares issued to GE pursuant to the GECAS Transaction are subject to a lock-up period that will expire in stages over a nine to 15 month period following the completion of the GECAS Transaction on November 1, 2021, as follows: (i) GE may sell up to 1/3 of its AerCap ordinary shares beginning on the date that is nine months following the completion of the GECAS Transaction; (ii) 2/3 of its AerCap ordinary shares beginning on the date that is 12 months following the completion of the GECAS Transaction; and (iii) any or all of its AerCap ordinary shares beginning on the date that is 15 months following the completion of the GECAS Transaction.
Restrictions on transfer of shares
GE may not transfer more than 9.9% of the outstanding shares to any one transferee (or, to GE’s knowledge, any transferees that form a group), except in a bona fide broadly distributed underwritten public offering, and, for so long as it beneficially owns more than 5% of the outstanding shares, may not transfer any of the shares in connection with any tender offer, exchange offer or other acquisition not supported by our Board of Directors. Restrictions on the transfer of GE’s shares will not apply to transfers to us or wholly owned subsidiaries of GE (subject to certain requirements), or to transfers in connection with a merger or acquisition approved by our Board of Directors. Change of control transactions, mergers of equals or similar business combinations involving GE, and subject to certain conditions, bona fide sales, spin offs or other divestitures of whole business units or divisions of GE or is affiliates, will be considered transfers for purposes of the above restrictions.
Standstill provisions
Until the date that is six months after the first business day on which GE owns less than 10% of the issued and outstanding ordinary shares, GE will be subject to customary standstill provisions.
Preemptive rights
If we issue equity securities for cash in an amount equal to or greater than 20% of our share capital, GE will have customary preemptive rights, except to the extent such rights are limited as a matter of applicable mandatory law, to purchase the portion of the issued shares required to maintain its ownership percentage in us.
75

Share repurchases
If we offer to repurchase shares from other shareholders, GE is entitled to cause us to repurchase its shares pro rata.
Registration rights
The Registration Rights Agreement and Noteholder Agreement allow GE to demand registration for the resale of the 111.5 million ordinary shares and $1 billion of AerCap senior notes, respectively, in certain circumstances.
Specific performance
The parties have agreed that they will be entitled to seek an injunction or injunctions to prevent breaches of the Shareholder Agreement, the Registration Rights Agreement and the Noteholder Agreement and to enforce specifically the terms and provisions of the Shareholder Agreement, the Registration Rights Agreement and the Noteholder Agreement without proof of damages or otherwise in addition to any other remedy to which they are entitled.
Governing law, consent to jurisdiction and dispute resolution
The Shareholder Agreement is governed by Netherlands law while the Noteholder Agreement and Registration Rights Agreement are governed by Delaware law. The Shareholder Agreement provides that all disputes will be settled in the courts of Amsterdam, The Netherlands. The Noteholder Agreement and Registration Rights Agreement provide that all disputes will be brought and resolved in the Court of Chancery of the State of Delaware (or, only if such court declines to accept jurisdiction over a particular matter, then in the United States District Court for the District of Delaware or, if jurisdiction is not then available in the United States District Court for the District of Delaware (but only in such event), then in any Delaware state court sitting in New Castle County).
Item 8.    Financial Information
Consolidated statements and other financial information
Please refer to pages F-1 through F-76 of this annual report.
Significant changes    
Please refer to Note 32—Subsequent events to our Consolidated Financial Statements included in this annual report for a discussion of significant changes.
Item 9.    The Offer and Listing
Offer and listing details
Not applicable.
Markets
AerCap’s ordinary shares are traded on the NYSE under the ticker symbol AER.
AerCap’s 5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079 are traded on the NYSE under the ticker symbol AER79.
76

Item 10.    Additional Information
Memorandum and articles of association
Set forth below is a summary description of our ordinary shares and related material provisions of our articles of association and of Book 2 of the Dutch Civil Code (“Boek 2 van het Burgerlijk Wetboek”), which governs the rights of holders of our ordinary shares. Please refer to “Item 6—Directors, Senior Management and Employees” for a discussion of Netherlands laws and our internal rules concerning directors’ power to vote on proposals in which they are materially interested.
Ordinary share capital
Pursuant to our articles of association, our ordinary shares may only be held in registered form. All of our ordinary shares are registered in a register kept by us or on our behalf by our transfer agent. Transfer of registered shares requires a written deed of transfer and the acknowledgment by AerCap, subject to provisions stemming from private international law. Our ordinary shares are, in general, freely transferable.
Regulatory obligations regarding certain share transactions
Cash Manager Limited, which is a subsidiary of AerCap, is subject to regulation by the Central Bank of Ireland. As a result, the acquisition or disposal directly or indirectly of interests in AerCap shares or similar interests may be subject to regulatory requirements involving the Central Bank of Ireland as set out below. The following disclosure is for information purposes only and AerCap cannot provide Irish legal advice to actual or potential investors. Actual or potential investors in AerCap must obtain their own legal advice in relation to their position.
Under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) (the “MiFID II Regulations”), a person or a group of persons acting in concert proposing to acquire a direct or indirect holding of ordinary shares or other similar interests in AerCap must give the Central Bank of Ireland prior written notice of such proposed acquisition if the acquisition would directly or indirectly (i) represent 10% or more of the capital or voting rights in AerCap; (ii) result in the proportion of capital or voting rights in AerCap held by such person or persons reaching or exceeding 10%, 20%, 33% or 50% of the capital or voting rights in AerCap; or (iii) in the opinion of the Central Bank of Ireland, make it possible for that person or those persons to control or exercise a significant influence over the management of Cash Manager Limited. Any such proposed acquisition shall not proceed until (a) the Central Bank of Ireland has informed such proposed acquirer or acquirers that it approves such acquisition or (b) the period prescribed in Regulation 21 of the MiFID II Regulations has elapsed without the Central Bank of Ireland having given notice in writing that it opposes such acquisition. It is important in this regard to note that the validity as a matter of Irish law of affected transactions, if completed without prior notification to, or assessment by, the Central Bank of Ireland will not be recognized in Ireland. Corresponding provisions apply to the disposal of direct and indirect shareholdings in AerCap except that, in such case, no approval is required, but prior notice of the disposal must be given to the Central Bank of Ireland. Cash Manager Limited is required under the MiFID II Regulations to notify the Central Bank of Ireland of relevant acquisitions and/or disposals of which it becomes aware.

77

Issuance of ordinary shares
The General Meeting of Shareholders can resolve upon the issuance of ordinary shares or the granting of rights to subscribe for ordinary shares, but only upon a proposal by the Board of Directors specifying the price and further terms and conditions. The General Meeting of Shareholders may designate our Board of Directors as the authorized corporate body for this purpose. Such designation may be for any period of up to five years and must specify the maximum number of ordinary shares that may be issued.
At the AGM held in 2021, our shareholders approved the GECAS Transaction, including the issuance of 111.5 million AerCap ordinary shares upon completion of the transaction. At the same meeting, our shareholders resolved to authorize the Board of Directors, for a period of 18 months, to issue ordinary shares or grant rights to subscribe for ordinary shares
(i)  up to ten percent of the Company’s issued share capital; and
(ii) up to an additional ten percent of the Company’s issued share capital, provided that the shares that may be issued and rights that may be granted pursuant to this second authorization may only be used for mergers and/or the acquisition of a business or a company.
These resolutions together, excluding the resolutions solely related to the GECAS Transaction, authorize the Board of Directors to issue ordinary shares, and grant rights to subscribe for such shares, up to a maximum of 20% of the Company’s issued share capital, subject to the conditions described in these resolutions.
Pursuant to the articles of association, an increase in the Company’s authorized share capital was approved at the AGM held in 2021. As of December 31, 2021, we had 450,000,000 authorized ordinary shares, par value €0.01 per share, of which 250,347,345 and 245,395,448 were issued and outstanding, respectively.
On the Closing Date we issued 111.5 million ordinary shares in capital of AerCap to GE in connection with the GECAS Transaction.
78

Preemptive rights
Unless limited or excluded by the General Meeting of Shareholders or Board of Directors as described below, holders of ordinary shares have a pro rata preemptive right to subscribe for ordinary shares that we issue, except for ordinary shares issued for non-cash consideration (contribution in kind) or ordinary shares issued to our employees.
The General Meeting of Shareholders may limit or exclude preemptive rights and also designate our Board of Directors as the authorized corporate body for this purpose. At the AGM held in 2021, our shareholders resolved to authorize the Board of Directors to limit or exclude preemptive rights in respect of any issuance of shares or granting of rights to subscribe for shares pursuant to the authorizations described above in the paragraph “Issuance of ordinary shares,” which authorization is valid for a period of 18 months.
Repurchase of our ordinary shares
We may acquire our ordinary shares, subject to certain provisions of the laws of the Netherlands and of our articles of association, if the following conditions are met:
•the General Meeting of Shareholders has authorized our Board of Directors to acquire the ordinary shares, which authorization may be valid for no more than 18 months;
•our equity, after deduction of the price of acquisition, is not less than the sum of the paid-in and called-up portion of the share capital and the reserves that the laws of the Netherlands or our articles of association require us to maintain; and
•we would not hold after such purchase, or hold as pledgee, ordinary shares with an aggregate par value exceeding such part of our issued share capital as set by law from time to time.
At the AGM held in 2021, our shareholders resolved to authorize the Board of Directors for a period of 18 months (i) to repurchase ordinary shares up to ten percent of the Company’s issued share capital; and (ii) to repurchase ordinary shares up to an additional ten percent of the Company’s issued share capital, subject to the condition that the number of ordinary shares which the Company may at any time hold in its own capital will not exceed ten percent of the Company’s issued share capital, and certain other conditions described in these resolutions.
Capital reduction and cancellation
The General Meeting of Shareholders may reduce our issued share capital either by cancelling ordinary shares held in treasury or by amending our articles of association to reduce the par value of the ordinary shares. A resolution to reduce our capital requires the approval of at least an absolute majority of the votes cast and, if less than one half of the share capital is represented at a meeting at which a vote is taken, the approval of at least two-thirds of the votes cast.
At the AGM held in 2021, our shareholders resolved to cancel the Company’s ordinary shares that may be acquired under the repurchase authorizations described above or otherwise, subject to determination by our Board of Directors or our Chief Executive Officer, of the exact number of ordinary shares to be cancelled. During 2021, we cancelled no ordinary shares.


79

General Meetings of Shareholders
Our articles of association determine how our AGM and any extraordinary General Meeting of Shareholders are convoked. At least one AGM must be held every year. Shareholders can exercise their voting rights by submitting their proxy forms or equivalent means prior to a set date in accordance with the procedures indicated in the notice and agenda of the applicable general meeting of shareholders. Shareholders may exercise their meeting rights in person after notifying us prior to a set date and providing us with appropriate evidence of ownership of the shares and authority to vote prior to a set date in accordance with the procedures indicated in the notice and agenda of the applicable general meeting of shareholders.
The rights of shareholders may only be changed by amending our articles of association. A resolution to amend our articles of association is valid if the Board of Directors makes a proposal amending the articles of association and such proposal is adopted by a simple majority of votes cast.
The following resolutions require a two-thirds majority vote if less than half of the issued share capital is present or represented at the General Meeting of Shareholders:
•capital reduction;
•exclusion or restriction of preemptive rights, or designation of the Board of Directors as the authorized corporate body for this purpose; and
•legal merger or legal demerger within the meaning of Title 7 of Book 2 of the Dutch Civil Code.
If a proposal to amend the articles of association will be considered at the meeting, we will make available a copy of that proposal, in which the proposed amendments will be stated verbatim.
An agreement of AerCap to enter into (i) a statutory merger whereby AerCap is the acquiring entity; or (ii) a legal demerger, with certain limited exceptions, must be approved by the shareholders.
The AGM was held on May 12, 2021. The AGM approved the GECAS Transaction as proposed, approved the re-appointment of the CEO, adopted the 2020 annual accounts and voted for all other items which required a vote.
Voting rights
Each ordinary share represents the right to cast one vote at a General Meeting of Shareholders. All resolutions must be passed with an absolute majority of the votes validly cast, unless otherwise stated in the Articles of Association or under Dutch law. We are not allowed to exercise voting rights for ordinary shares we hold directly or indirectly.
Any major change in the identity or character of AerCap or its business must be approved by our General Meeting of Shareholders, including:
•the sale or transfer of substantially all our business or assets;
•the commencement or termination of certain major joint ventures and our participation as a general partner with full liability in a limited partnership (“commanditaire vennootschap”) or general partnership (“vennootschap onder firma”); and
•the acquisition or disposal by us of a participating interest in a company’s share capital, the value of which amounts to at least one third of the value of our assets.
Liquidation rights
If we are dissolved or wound up, the assets remaining after payment of our liabilities will be first applied to pay back the amounts paid up on the ordinary shares. Any remaining assets will be distributed among our shareholders, in proportion to the par value of their shareholdings. All distributions referred to in this paragraph shall be made in accordance with the relevant provisions of the laws of the Netherlands.




80

Dutch statutory squeeze-out proceedings
If a person or a company or two or more group companies within the meaning of Article 2:24b of the Dutch Civil Code acting in concert hold 95% or more of a Dutch public limited liability company’s issued share capital by par value for their own account, the laws of the Netherlands permit that person or company or those group companies acting in concert to acquire the remaining ordinary shares in the company by initiating statutory squeeze-out proceedings against the holders of the remaining shares. The price to be paid for such shares will be determined by the Enterprise Chamber of the Amsterdam Court of Appeal.
Choice of law and exclusive jurisdiction
Our articles of association provide that the legal relationship among or between us, any of our current or former directors, and any of our current or former holders of our shares and derivatives thereof, including but not limited to (i) actions under statute; (ii) actions under the articles of association, including actions for breach thereof; and (iii) actions in tort, shall be governed in each case exclusively by the laws of the Netherlands, unless such legal relationship does not pertain to or arise out of the capacities above. Any dispute, suit, claim, pre-trial action or other legal proceeding, including summary or injunctive proceedings, by and between those persons pertaining to or arising out of their capacities listed above shall be exclusively submitted to the courts of the Netherlands.
Adoption of annual accounts and discharge of management liability
Each year, our Board of Directors must prepare annual accounts within five months after the end of our financial year (subject to extension of that term by our General Meeting of Shareholders). The annual accounts must be made available for inspection by shareholders at our offices from the moment that our annual General Meeting of Shareholders is convened. The annual accounts must be accompanied by an auditor’s certificate, a report of the Board of Directors and certain other mandatory information. The shareholders shall appoint an auditor, as referred to in Article 393 of Book 2 of the Dutch Civil Code, to audit the annual accounts. The annual accounts are adopted by our shareholders.
The adoption of the annual accounts by our shareholders does not include the release of the members of our Board of Directors from liability for acts reflected in those documents. Any such release from liability requires a separate shareholders’ resolution.
Registrar and transfer agent
A register of holders of the ordinary shares will be maintained by Broadridge in the United States who also serves as our transfer agent. The telephone number of Broadridge is 1-800-733-1121.
Risk management and control framework
Our management is responsible for designing, implementing and operating an adequate functioning internal risk management and control framework. The purpose of this framework is to identify and manage the strategic, operational, financial and compliance risks to which we are exposed, to promote effectiveness and efficiency of our operations, to promote reliable financial reporting and to promote compliance with laws and regulations. Supervision is exercised by our Audit Committee, as described in “Item 6. Directors, Senior Management and Employees—Board Practices—Committees of the Board of Directors—Audit Committee.” Our internal risk management and control framework is based on the COSO framework developed by the Committee of Sponsoring Organizations of the Treadway Commission (2013). The COSO framework aims to provide reasonable assurance regarding effectiveness and efficiency of an entity’s operations, reliability of financial reporting, prevention of fraud and compliance with laws and regulations.
Our internal risk management and control framework has the following key components:
Planning and control cycle
The planning and control cycle consists of an annual budget and business plan prepared by management and approved by our Board of Directors, quarterly forecasts, operational reviews and financial reporting.



81

Risk management and internal controls
We have developed policies and procedures for all areas of our operations, both financial and non-financial, that constitutes a broad system of internal control. This system of internal control has been developed through a risk-based approach and enhanced with a view to achieving and maintaining full compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. Our system of internal control is embedded in our standard business practices and is validated through audits performed by our internal auditors and through management testing of Sarbanes-Oxley Act controls, which is performed with the assistance of external advisors. In addition, senior management personnel and finance managers of our main operating subsidiaries annually sign a detailed letter of representation with regard to financial reporting, internal controls and ethical principles. Employees working in our finance or accounting functions are subject to a separate Finance Code of Ethics.
Code of Conduct and Whistleblower Policy
Our Code of Conduct is applicable to all our employees, including the Chief Executive Officer and Chief Financial Officer. It is designed to promote honest and ethical conduct and timely and accurate disclosure in our periodic financial results. Our Whistleblower Policy provides for the reporting, if so wished on an anonymous basis, of alleged violations of the Code of Conduct, alleged irregularities of a financial nature by our employees, directors or other stakeholders, alleged violations of our compliance procedures and other alleged irregularities without any fear of reprisal against the individual that reports the violation or irregularity.
Compliance procedures
We have various procedures and programs in place designed to ensure compliance with relevant laws and regulations, including anti-insider trading procedures, anti-bribery procedures, anti-fraud procedures, economic sanctions and export control compliance procedures, anti-money laundering procedures, ITAR-related compliance procedures, anti-trust procedures and protection of personal data procedures. Our compliance programs are maintained and supervised by the Chief Compliance Officer, and they include annual training in key compliance areas and annual certifications. The procedures are subject to regular audits by, or on behalf of, the internal audit function.
Internal auditors
We have an internal audit function in place to provide assurance to the Audit Committee, on behalf of the Board of Directors, and to AerCap’s executive officers, with respect to AerCap’s key processes. The internal audit function independently and objectively carries out audit assignments in accordance with the annual internal audit plan, as approved by the Audit Committee. The head of the internal audit function reports, in line with professional standards of the Institute of Internal Auditors, to the Audit Committee (functional reporting line) and to our Chief Executive Officer (administrative reporting line). The work of the internal audit department is fully endorsed by the Audit Committee and AerCap’s executive officers and is considered a valuable part of AerCap’s system of control and risk management.
Disclosure controls and procedures
The Disclosure Committee assists our Chief Executive Officer and Chief Financial Officer in overseeing our financial and non-financial disclosure activities and to ensure compliance with applicable disclosure requirements arising under U.S. and Dutch law and regulatory requirements. The Disclosure Committee obtains information for its recommendations from the operational and financial reviews, letters of representation which include a risk and internal controls self-assessment, input from the documentation and assessment of our internal controls over financial reporting and input from risk management activities during the year along with various business reports. The Disclosure Committee comprises various members of senior management.

82

External auditors
Our external auditor is responsible for auditing the financial statements. Following the recommendation by the Audit Committee and upon proposal by the Board of Directors, the General Meeting of Shareholders appoints each year the auditor to audit the financial statements of the current financial year. The external auditor reports to our Board of Directors and the Audit Committee of our Board of Directors. The external auditor is present at the meetings of the Audit Committee when our quarterly and annual results are discussed.
At the request of the Board of Directors and the Audit Committee, the Chief Financial Officer and the Internal Audit department review, in advance, each service to be provided by the auditor to identify any possible breaches of the auditor’s independence. The Audit Committee pre-approves every engagement of our external auditor. In accordance with applicable regulations, the partner of the external audit firm and senior engagement team members in charge of the audit activities are subject to rotation requirements.
In 2021, the Audit Committee, working with the management of AerCap, selected a successor auditor in 2021 due to certain independence matters arising in connection with the GECAS Transaction. Refer to “Item 16F—Change in Registrant’s Certifying Accountant” for additional information.
Material contracts
We have entered into several credit facilities and other financing arrangements to fund our acquisition of our aircraft. Refer to Note 15—Debt to our Consolidated Financial Statements included in this annual report for more information regarding our credit facilities and financing arrangements.
Exchange controls
There are no limits under the laws of the Netherlands or in our articles of association on non-residents of the Netherlands holding or voting our ordinary shares. Currently, there are no exchange controls under the laws of the Netherlands on the conduct of our operations or affecting the remittance of dividends.
Taxation
AerCap Holdings N.V. is a Dutch incorporated company which is centrally managed and controlled from Ireland. It is tax resident in Ireland under Irish domestic law and as a result of the application of the double taxation treaty between Ireland and the Netherlands.
Irish tax considerations
The following is a general summary of certain Irish tax consequences applicable to both Irish tax resident and non-Irish residents as a result of the holding and disposal of ordinary shares (or other securities where the payments made on the securities are within the scope of DWT (as defined below)) where and while we are considered a resident of Ireland for the purposes of Irish tax. This summary is based on existing Irish law and our understanding of the practices of the Irish Revenue Commissioners as of the date of this annual report. Legislative, administrative or judicial changes may modify the tax consequences described below. The discussion below is included for general information purposes only.
Please note that this summary does not constitute tax advice and is intended only as a general guide. Furthermore, this information applies only to our shares that are held as capital assets and does not apply to all categories of shareholders, such as dealers in securities, trustees, insurance companies, collective investment schemes or shareholders who have, or who are deemed to have, acquired their shares by virtue of an office or employment.
This summary is not exhaustive and shareholders should consult their own tax advisors as to the tax consequences of acquiring, holding and disposing our ordinary shares in their particular circumstances.

83

Dividend withholding tax
Irish dividend withholding tax (“DWT”), which is currently at a rate of 25%, will arise in respect of dividends or other distributions (including deemed distributions) that we pay unless an exemption applies. A deemed distribution for these purposes could include, among other things, a payment made on the redemption, repayment or purchase by a company of its own shares, except for such payments made by a quoted company in certain circumstances. Where DWT does arise in respect of dividends, the Company is responsible for deducting DWT at source and forwarding the relevant payment to the Irish Revenue Commissioners.
An exemption from DWT is available on dividend payments made to certain non-Irish tax resident shareholders (“Exempt Non-Resident Shareholders”). Exempt Non-Resident Shareholders must be resident in a country with which Ireland has a double tax treaty (a “Relevant Territory”), which includes the United States and member states of the EU, other than Ireland. Exempt Non-Resident Shareholders include:
•individual shareholders (that are not corporate shareholders) who are not tax resident in Ireland and who are resident for the purposes of tax in a Relevant Territory;
•corporate shareholders resident for the purposes of tax in a Relevant Territory and which are not controlled (directly or indirectly) by Irish tax residents;
•corporate shareholders that are not resident in Ireland for the purposes of tax, which are under the direct or indirect control of persons who are resident for the purposes of tax in a Relevant Territory and are not under the ultimate control of persons not resident in a Relevant Territory; or
•corporate shareholders, that are not resident for tax purposes in Ireland, the principal class of shares of which (or of its 75% parent or where wholly owned by two or more companies, each such company) is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Relevant Territory or on such other stock exchange approved by the Irish Minister for Finance (which includes the New York Stock Exchange),
and provided that, in all cases noted above (but subject to the exception in the paragraph below regarding “U.S. resident shareholders”), the Exempt Non-Resident Shareholder has provided a relevant DWT declaration, as prescribed by the Irish Revenue Commissioners, to his or her broker before the record date for the dividend, and the relevant information is further transmitted to the Company (in the case of shares held through the Depository Trust Company (“DTC”)) or to our transfer agent (in the case of shares held outside of the DTC).
U.S. resident shareholders
A simplified DWT exemption procedure exists for U.S. resident shareholders who hold their shares in the Company through the DTC, pursuant to a confirmation obtained from the Irish Revenue Commissioners. The simplified procedures provide that such shareholders are not required to complete the Irish Revenue Commissioners’ DWT declaration form but can still avail of the exemption from DWT provided the address of the beneficial owner of the shares in the records of the broker is in the United States. We strongly recommend that such shareholders ensure that their information has been properly recorded by their brokers. In order for this simplified procedure to apply, the dividends must be paid via a “qualifying intermediary” as discussed further below. The confirmation from the Irish Revenue Commissioners is operative for a period of 5 years up to the end of 2024.
Dividends paid in respect of shares (and payments on other securities subject to DWT) in an Irish resident company that are owned by residents of the United States and held outside of the DTC should not be subject to DWT provided that the shareholder has completed the relevant DWT declaration form and this declaration form remains valid. Such shareholders must provide the relevant DWT declaration form to our transfer agent at least seven business days before the record date for the first dividend payment to which they are entitled.
If a U.S. resident shareholder receives a dividend subject to DWT, that shareholder should generally be able to make an application for a refund of DWT from the Irish Revenue Commissioners, subject to certain time limits.



84

Distributions to a qualifying intermediary
A distribution made by the Company to a “qualifying intermediary” (for example a bank or stockbroking firm) approved by the Irish Revenue Commissioners is exempt from DWT if the ultimate beneficial owner is an Exempt Non-Resident Shareholder. In such instances, the qualifying intermediary is required to identify the person who is beneficially entitled to the distribution and to ensure that the prescribed declarations are in place in advance of the dividend payment, or in the case of U.S. residents which hold our shares (or other relevant securities) through the DTC, that the address of the beneficial owner of the shares (or other securities) is in the United States. The Company must apply DWT to a distribution unless it has been notified by the qualifying intermediary that the distribution to be received by the qualifying intermediary is for the benefit of an Exempt Non-Resident Shareholder.
Prior to paying any dividend, the Company intends to put in place an agreement with an entity which is recognized by the Irish Revenue Commissioners as a “qualifying intermediary,” such that any dividends paid by the Company will be paid via a qualifying intermediary.
Other non-resident persons
Shareholders that do not fall within one of the categories mentioned above may fall within other exemptions from DWT. If a shareholder is exempt from DWT but receives a dividend subject to DWT, that shareholder may be able to claim a refund of DWT from the Irish Revenue Commissioners subject to certain time limits.
Irish resident shareholders
Irish tax resident or ordinarily resident individual shareholders will generally be subject to DWT in respect of dividends or distributions received from an Irish resident company (with some limited exemptions). Irish tax resident individual shareholders will be allowed a tax credit for the amount of DWT suffered on the dividend against their Irish income tax charge on the dividend income. Irish tax resident corporate shareholders will generally be entitled to claim an exemption from DWT.
Irish tax resident or ordinarily resident shareholders that are entitled to receive dividends without DWT must complete the relevant DWT declaration form, as prescribed by the Irish Revenue Commissioners, and provide the declaration form to their brokers before the record date for the first dividend to which they are entitled (in the case of shares held through the DTC), or to our transfer agent at least seven business days before such record date (in the case of shares held outside of the DTC).
Irish tax resident or ordinarily resident individual shareholders who are not entitled to an exemption from DWT and who are subject to Irish tax should consult their own tax adviser.


85

Irish income tax on dividends
Non-Irish resident shareholders
A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is entitled to an exemption from DWT, generally has no liability to Irish income tax on a dividend from an Irish resident company unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland.
A shareholder who is not resident or ordinarily resident for tax purposes in Ireland and who is not entitled to an exemption from DWT, generally has no additional liability to Irish income tax unless that shareholder holds the shares through a branch or agency which carries on a trade in Ireland. The shareholder’s liability to Irish tax on the dividend is effectively limited to the amount of DWT already deducted by the Company.
Irish resident shareholders
Irish tax resident or ordinarily resident individual shareholders may be subject to Irish income tax and income charges such as pay related social insurance (“PRSI”) and the Universal Social Charge (“USC”) on the gross amount of any dividends received from the Company, with a credit allowed for any DWT suffered on the dividend. Such shareholders should consult their own tax adviser. Irish tax resident corporate shareholders should generally not be subject to Irish corporation tax on dividends from the Company.
Irish stamp duty
Irish stamp duty will generally not be payable on transactions for cash in the Company’s shares, unless the transfer of the shares is related to either immovable property situated in Ireland or any interest in such property or to shares or marketable securities of an Irish incorporated company. In such cases a 1% stamp duty charge will arise for the acquirer based on the transfer consideration for the shares.
Irish tax on chargeable gains
Non-residents of Ireland
A disposal of our shares by a shareholder who is not resident or ordinarily resident for tax purposes in Ireland should not give rise to Irish tax on any chargeable gain realized on such disposal unless such shares are used, held or acquired for the purposes of a trade carried on by such shareholder through a branch or agency in Ireland.
Irish resident individuals/companies
A disposal of our shares by an Irish tax resident or ordinarily resident shareholder may, depending on the circumstances (including the availability of exemptions and reliefs), give rise to a chargeable gain or allowable loss for that shareholder. Any such gain or loss must be calculated in euro. The rate of capital gains tax in Ireland is currently 33%. Depending on the individual circumstances, unutilized capital losses from other sources may be available to reduce gains realized on the disposal of our shares.
A holder of our shares who is an Irish tax resident individual and becomes temporarily non-resident in Ireland may, under Irish anti-avoidance legislation, be liable to Irish tax on any chargeable gain realized on a disposal during the period in which such individual is non-resident.
Irish capital acquisitions tax
On a gift or inheritance of our shares, Irish capital acquisitions tax (“CAT”), will arise where either the disponer and/or the recipient is tax resident or ordinary resident in Ireland. Special rules with regard to residence apply where an individual is not domiciled in Ireland. Where both the disponer and the recipient are not Irish tax resident or ordinary resident, Irish CAT may still arise on a gift or inheritance of shares in the Company, if they are deemed to be situated in Ireland at the time. The current rate of Irish CAT for gifts and inheritances is 33% and there are various thresholds which apply before CAT becomes applicable.
The estate tax convention between Ireland and the United States generally provides for Irish CAT paid on inheritances in Ireland to be credited, in whole or in part, against tax payable in the United States, in the case where an inheritance of shares is subject to both Irish CAT and U.S. Federal Estate Tax. The estate tax convention does not apply to Irish CAT paid on gifts.
86

U.S. tax considerations
Subject to the limitations and qualifications stated herein, this discussion sets forth the material U.S. federal income tax consequences of the purchase, ownership and disposition of the ordinary shares. The discussion of the holders’ tax consequences addresses only those persons that hold those ordinary shares as capital assets for U.S. federal income tax purposes and does not address the tax consequences to any special class of holder, including, without limitation, holders of (directly, indirectly or constructively) 10% or more of our ordinary shares (as measured by vote or value), dealers in securities or currencies, banks, tax-exempt organizations, life insurance companies, financial institutions, broker dealers, regulated investment companies, real estate investment trusts, traders in securities that elect the mark-to-market method of accounting for their securities holdings, persons that hold securities that are a hedge or that are hedged against currency or interest rate risks or that are part of a straddle, conversion or “integrated” transaction, certain U.S. expatriates, partnerships or other entities classified as partnerships for U.S. federal income tax purposes, persons required to accelerate the recognition of any item of gross income with respect to the ordinary shares as a result of such income being recognized on an applicable financing statement and U.S. Holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar. This discussion does not address the effect of the U.S. federal alternative minimum tax or any state, local or foreign tax laws on a holder of ordinary shares. The discussion is based on the Code, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect.
For purposes of this discussion, a “U.S. Holder” means a beneficial owner of ordinary shares that is for U.S. federal income tax purposes an individual citizen or resident of the U.S.; a U.S. corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any political subdivision thereof; a trust if the trust (i) is subject to the primary supervision of a U.S. court and one or more U.S. persons are able to control all substantial decisions of the trust; or (ii) has elected to be treated as a U.S. person; or an estate the income of which is subject to U.S. federal income tax regardless of its source. A “non-U.S. Holder” is a beneficial owner of our ordinary shares that is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.
If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds the shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and activities of the partnership. Partnerships holding shares and partners therein should consult their own tax advisors as to the particular U.S. federal income tax consequences of acquiring, owning and disposing of the shares.
Cash dividends and other distributions
A U.S. Holder of ordinary shares generally will be required to treat distributions received with respect to such ordinary shares (including any amounts withheld) as dividend income to the extent of AerCap’s current or accumulated earnings and profits (computed using U.S. federal income tax principles), with the excess treated as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in the ordinary shares and, thereafter, as capital gain, subject to the PFIC rules discussed below. Dividends paid to a U.S. Holder that is a corporation are not eligible for the dividends received deduction generally available to corporations. Current tax law provides for a maximum 20% U.S. tax rate on the dividend income of a non-corporate U.S. Holder with respect to dividends paid by a domestic corporation or “qualified foreign corporation” if certain holding period requirements are met. A qualified foreign corporation generally includes a foreign corporation (other than a PFIC) if (i) its ordinary shares are readily tradable on an established securities market in the United States; or (ii) it is eligible for benefits under a comprehensive U.S. income tax treaty. The ordinary shares are expected to be readily traded on the NYSE. As a result, assuming we are not treated as a PFIC, we should be treated as a qualified foreign corporation with respect to dividends paid on our ordinary shares and, therefore, dividends paid to a non-corporate U.S. Holder with respect to ordinary shares for which the requisite holding period is satisfied should be taxed at a maximum federal tax rate of 20%.
Distributions to U.S. Holders of additional ordinary shares or preemptive rights with respect to ordinary shares that are made as part of a pro rata distribution to all of our shareholders generally will not be subject to U.S. federal income tax, but in other circumstances may constitute a taxable dividend.
Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.
87

Subject to applicable limitations that may vary depending upon the circumstances, foreign taxes withheld from dividends on ordinary shares, to the extent the taxes do not exceed those taxes that would have been withheld had the holder been eligible for and actually claimed the benefits of any reduction in such taxes under applicable law or tax treaty, will be creditable against the U.S. Holder’s federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. The rules governing foreign tax credits are complex and, therefore, prospective purchasers of ordinary shares should consult their own tax advisors regarding the availability of foreign tax credits in their particular circumstances. Instead of claiming a credit, a U.S. Holder may, at his election, deduct such otherwise creditable foreign taxes in computing his taxable income, subject to generally applicable limitations under U.S. law.
A non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax on dividends paid with respect to ordinary shares unless such income is effectively connected with the conduct by the non-U.S. Holder of a trade or business within the United States.
Sale or disposition of ordinary shares
A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of the ordinary shares in an amount equal to the difference between the U.S. dollar amount realized on such sale or exchange (determined in the case of shares sold or exchanged for currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if the ordinary shares sold or exchanged are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the ordinary shares determined in U.S. dollars. The initial tax basis of the ordinary shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase price for the shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the shares purchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date). Assuming that AerCap is not a PFIC and has not been treated as a PFIC during your holding period for our ordinary shares, such gain or loss will be capital gain or loss and will be long-term gain or loss if the ordinary shares have been held for more than one year. Under current law, the maximum long-term capital gain rate for an individual U.S. Holder is 20%. The deductibility of capital losses is subject to limitations. Capital gain or loss, if any, recognized by a U.S. Holder generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.
A non-U.S. Holder of ordinary shares will not be subject to United States income or withholding tax on gain from the sale or other disposition of ordinary shares unless (i) such gain is effectively connected with the conduct of a trade or business within the United States; or (ii) the non-U.S. Holder is an individual who is present in the United States for at least 183 days during the taxable year of the disposition and certain other conditions are met.
Potential application of PFIC provisions
We do not believe we will be classified as a PFIC for 2021. We cannot yet make a determination as to whether we will be classified as a PFIC for 2022 or subsequent years. In general, a non-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (i) at least 75% of its gross income is “passive income;” or (ii) at least 50% of the average value of its gross assets is attributable to assets that produce “passive income” or are held for the production of “passive income.” Passive income for this purpose generally includes dividends, interest, royalties, rents and gains from commodities, foreign currency and securities transactions. Certain exceptions are provided, however, for rental income derived in the active conduct of a business.
The determination as to whether a foreign corporation is a PFIC is a complex determination that is based on all of the relevant facts and circumstances and that depends on the classification of various assets and income under applicable rules. It is unclear how some of these rules apply to us. Further, this determination must be tested annually at the end of the taxable year and, while we intend to conduct our affairs in a manner that will reduce the likelihood of our becoming a PFIC, our circumstances may change or our business plan may result in our engaging in activities that could cause us to become a PFIC. Accordingly, there can be no assurance that we will not be classified as a PFIC for the current taxable year or any future taxable year.
88

If we are or become a PFIC in a taxable year in which we pay a dividend or the prior taxable year, the dividend rate discussed above with respect to dividends paid to non-corporate holders would not apply. If we are a PFIC, subject to the discussion of the mark-to-market election and the qualified electing fund (“QEF”) election below, a U.S. Holder of ordinary shares will be subject to additional tax and an interest charge on “excess distributions” received with respect to the ordinary shares or gains realized on the disposition of such ordinary shares. Such a U.S. Holder will have an excess distribution if distributions during any tax year exceed 125% of the average amount received during the three preceding tax years (or, if shorter, the U.S. Holder’s holding period). A U.S. Holder may realize gain on an ordinary share not only through a sale or other disposition, but also by pledging the ordinary share as security for a loan or entering into certain constructive disposition transactions. To compute the tax on an excess distribution or any gain, (i) the excess distribution or gain is allocated ratably over the U.S. Holder’s holding period; (ii) the amount allocated to the current tax year and amounts allocated to any year before the first year in which we are a PFIC is taxed as ordinary income in the current tax year; and (iii) the amount allocated to each previous tax year (other than any year before the first year in which we are a PFIC) is taxed at the highest applicable marginal rate in effect for that year and an interest charge is imposed to recover the deemed benefit from the deferred payment of the tax. These rules effectively prevent a U.S. Holder from treating the gain realized on the disposition of an ordinary share as capital gain.
If we are a PFIC and our ordinary shares are “regularly traded” on a “qualified exchange,” a U.S. Holder may make a mark-to-market election, which may mitigate the adverse tax consequences resulting from AerCap’s PFIC status. The ordinary shares will be treated as “regularly traded” in any calendar year during which more than a de minimis quantity of ordinary shares are traded on a qualified exchange on at least 15 days during each calendar quarter. The NYSE, on which the ordinary shares are expected to be regularly traded, is a qualified exchange for U.S. federal income tax purposes.
If a U.S. Holder makes the mark-to-market election, for each year in which we are a PFIC the holder generally will include as ordinary income the excess, if any, of the fair market value of the ordinary shares at the end of the taxable year over their adjusted basis, and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted basis of the ordinary shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). If a U.S. Holder makes the election, his basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. Any gain recognized on the sale or other disposition of ordinary shares, for which the mark-to-market election has been made, will generally be treated as ordinary income.
Alternatively, if we become a PFIC in any year, a U.S. Holder of ordinary shares may wish to avoid the adverse tax consequences resulting from our PFIC status by making a QEF election with respect to our ordinary shares in such year. If a U.S. Holder makes a QEF election, the holder will be required to include in gross income each year (i) as ordinary income, its pro rata share of our earnings and profits in excess of net capital gains; and (ii) as long-term capital gains, its pro rata share of our net capital gains, in each case, whether or not cash distributions are actually made. The amounts recognized by a U.S. Holder making a QEF election generally are treated as income from sources outside the U.S. If, however, U.S. Holders hold at least half of the ordinary shares, a percentage of our income equal to the proportion of our income that we receive from U.S. sources will be U.S. source income for the U.S. Holders of ordinary shares. Because a U.S. Holder of shares in a PFIC that makes a QEF election is taxed currently on its pro rata share of our income, the amounts recognized will not be subject to tax when they are distributed to the U.S. Holder. An electing U.S. Holder’s basis in the ordinary shares will be increased by any amounts included in income currently as described above and decreased by any amounts not subjected to tax at the time of distribution. If we are or become a PFIC, a U.S. Holder would make a QEF election in respect of its ordinary shares by attaching a properly completed Internal Revenue Service (“IRS”) Form 8621 in respect of such shares to the holder’s timely filed U.S. federal income tax return. For any taxable year that we determine that we are a PFIC, we will (i) provide notice of our status as a PFIC as soon as practicable following such taxable year; and (ii) comply with all reporting requirements necessary for U.S. Holders to make QEF elections, including providing to shareholders upon request the information necessary for such an election.
Although a U.S. Holder normally is not permitted to make a retroactive QEF election, a retroactive election (a “retroactive QEF election”) may be made for a taxable year of the U.S. Holder (the “retroactive election year”) if the U.S. Holder (i) reasonably believed that, as of the date the QEF election was due, the foreign corporation was not a PFIC for its taxable year that ended during the retroactive election year; and (ii) to the extent provided for in applicable Treasury Regulations, filed a protective statement with respect to the foreign corporation, applicable to the retroactive election year, in which the U.S. Holder described the basis for its reasonable belief and extended the period of limitation on the assessment of taxes for all taxable years of the shareholder to which the protective statement applies. If required to be filed to preserve the U.S. Holder’s ability to make a retroactive QEF election, the protective statement must be filed by the due date of the investor’s return (including extensions) for the first taxable year to which the statement is to apply. U.S. Holders should consult their own tax advisors regarding the advisability of filing a protective statement.
89

As discussed above, if we are a PFIC, a U.S. Holder of ordinary shares that makes a QEF election (including a proper retroactive QEF election) will be required to include in income currently its pro rata share of our earnings and profits whether or not we actually distribute earnings. The use of earnings to fund reserves or pay down debt or to fund other investments could result in a U.S. Holder of ordinary shares recognizing income in excess of amounts it actually receives. In addition, our income from an investment for U.S. federal income tax purposes may exceed the amount we actually receive. If we are a PFIC and a U.S. Holder makes a valid QEF election in respect of its ordinary shares, such holder may be able to elect to defer payment, subject to an interest charge for the deferral period, of the tax on income recognized on account of the QEF election. Prospective purchasers of ordinary shares should consult their own tax advisors about the advisability of making a QEF election, protective QEF election and deferred payment election.
Special rules apply to determine the foreign tax credit with respect to withholding taxes imposed on distributions on shares in a PFIC. If a U.S. Holder owns ordinary shares during any year in which we are a PFIC, such holder must file IRS Form 8621.
We urge prospective purchasers of ordinary shares to consult their own tax advisors concerning the tax considerations relevant to an investment in a PFIC, including the availability and consequences of making the mark-to-market election and QEF election discussed above.
Additional tax on net investment income
Certain U.S. Holders that are individuals, trusts or estates may be subject to a 3.8% tax, in addition to otherwise applicable U.S. federal income tax, on the lesser of (i) the U.S. Holder’s “net investment income” (or undistributed “net investment income,” in the case of a trust or estate) for the relevant taxable year; and (ii) the excess of the U.S. Holder’s modified adjusted gross income (or adjusted gross income, in the case of a trust or estate) for the relevant taxable year above a certain threshold (which in the case of an individual ranges from $125,000 to $250,000, depending on the individual’s circumstances). A U.S. Holder’s “net investment income” generally includes, among other things, dividend income on and capital gain from the disposition of shares, subject to certain exceptions. If you are a U.S. Holder that is an individual, trust or estate, you should consult their own tax advisors regarding the applicability of this tax to the ordinary shares.
Information reporting and backup withholding
Information reporting to the IRS generally will be required with respect to payments on the ordinary shares and proceeds of the sale of the ordinary shares paid to holders that are U.S. taxpayers, other than certain corporations and other exempt recipients. A 24% “backup” withholding tax may apply to those payments if such a holder fails to provide a taxpayer identification number to the paying agent and to certify that no loss of exemption from backup withholding has occurred. Holders that are not subject to U.S. taxation may be required to comply with applicable certification procedures to establish that they are not U.S. taxpayers in order to avoid the application of such information reporting requirements and backup withholding. The amounts withheld under the backup withholding rules are not an additional tax and may be refunded, or credited against the holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.
The above discussion is a general summary. It does not cover all tax matters that may be of importance to particular investors. All prospective investors are strongly urged to consult their own tax advisors about the tax consequences of an investment in our ordinary shares.
Dividends
Dividends may in principle only be paid out of profit as shown in the adopted annual accounts. In accordance with the articles of association and Book 2 of the Dutch Civil Code, we may only declare dividends insofar as our shareholders’ equity exceeds the amount of the paid up and called portion of the issued share capital plus the reserves that must be maintained in accordance with the provisions of the laws of the Netherlands or our articles of association. We may not make any distribution of profits on ordinary shares that we hold and have not done so in the past. Our Board of Directors determines whether and how much of the profits it will reserve. Any remaining profits shall be distributed to the shareholders pro rata to the number of shares held by each shareholder.

90

All calculations to determine the amounts available for dividends will be based on our annual Dutch GAAP statutory accounts, which may be different from our Consolidated Financial Statements under U.S. GAAP, such as those included in this annual report. Our statutory accounts have to date been prepared, and will continue to be prepared, under Dutch GAAP and are deposited with the Commercial Register of the Dutch Trade Register. Our net loss attributable to equity holders of AerCap Holdings N.V. for the year ended December 31, 2020 and our total AerCap Holdings N.V. shareholders’ equity as of December 31, 2020 as set forth in our annual statutory accounts were $809.8 million and $7,852.2 million, respectively. We are dependent on dividends or other advances from our operating subsidiaries to fund any dividends we may pay on our ordinary shares.
Documents on display
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You can review our SEC filings, including this annual report, by accessing the SEC’s Internet website at www.sec.gov. Our website is located at www.aercap.com. Information contained on our website does not constitute a part of this annual report. In addition, you may inspect material we file at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.
Item 11.    Quantitative and Qualitative Disclosures About Market Risk
Our primary market risk exposure is interest rate risk associated with short- and long-term borrowings bearing variable interest rates and lease payments under leases tied to floating interest rates. To manage this interest rate exposure, from time to time, we enter into interest rate swap and cap agreements. We are also exposed to foreign currency risk, which can adversely affect our operating profits. To manage this risk, from time to time, we enter into forward exchange contracts.
The following discussion should be read in conjunction with Note 12—Derivative financial instruments and Note 15—Debt to our Consolidated Financial Statements included in this annual report, which provide further information on our debt and derivative financial instruments.
Interest rate risk
Interest rate risk is the exposure to changes in the level of interest rates and the spread between different interest rates. Interest rate risk is highly sensitive to many factors, including government monetary policies, global economic factors and other factors beyond our control.
We enter into leases with rents that are based on fixed and variable interest rates, and we fund our operations primarily with a mixture of fixed and floating rate debt. Interest rate exposure arises when there is a mismatch between terms of the associated debt and interest-earning assets, primarily between floating rate debt and fixed rate leases. We manage this exposure primarily through the use of interest rate caps and interest rate swaps using a cash flow-based risk management model. This model takes the expected cash flows generated by our assets and liabilities and then calculates by how much the value of these cash flows will change for a given movement in interest rates.
The principal amount of our outstanding floating rate debt was approximately $9.5 billion, or approximately 19% of the total principal amount of our outstanding indebtedness as of December 31, 2021. If interest rates were to increase by 1%, we would expect a decrease in pre-tax income of approximately $40 million per year. This pre-tax income decrease would include an increase in interest expense, partially offset by benefits of interest rate derivatives currently in effect, leases that are based on variable interest rates and interest-earning cash balances. A decrease in interest rates would result in an increase in pre-tax income. This pre-tax income increase would include a decrease in interest expense, partially offset by a decrease in the interest revenue and lease revenue. This sensitivity analysis is limited by several factors, and should not be viewed as a forecast.

91

The following tables present the average notional amounts and weighted average interest rates which are contracted for the specified year for our derivative financial instruments that are sensitive to changes in interest rates, including our interest rate caps and swaps, as of December 31, 2021. Notional amounts are used to calculate the contractual payments to be exchanged under the contract. Under our interest rate caps, we will receive the excess, if any, of LIBOR, reset monthly or quarterly on an actual/360 adjusted basis, over the strike rate of the relevant cap. For our interest rate swaps, pay rates are based on the fixed rate which we are contracted to pay to our swap counterparty.
20222023202420252026ThereafterFair value
 (U.S. Dollars in millions)
Interest rate caps
Average notional amounts$2,784.1 $1,900.4 $1,185.0 $102.9 $— $— $16.9 
Weighted average strike rate1.8 %1.9 %1.0 %1.1 %— — 
20222023202420252026ThereafterFair value
 (U.S. Dollars in millions)
Interest rate swaps
Average notional amounts$2,453.1 $694.3 $— $— $— $— $(71.2)
Weighted average pay rate2.8 %3.0 %— — — — 
The variable benchmark interest rates associated with these instruments ranged from one- to six-month U.S. dollar LIBOR.
Our Board of Directors is responsible for reviewing our overall interest rate management policies. Our counterparty risk is monitored on an ongoing basis, but is mitigated by the fact that the majority of our interest rate derivative counterparties are required to collateralize in the event of their downgrade by the rating agencies below a certain level.
Foreign currency risk and foreign operations
Our functional currency is U.S. dollars. The functional currency for domestic and substantially all foreign operations is the U.S. dollar. Foreign currency transaction gains and losses are not significant to the Company’s operations. Foreign exchange risk arises from our and our lessees’ operations in multiple jurisdictions. All of our aircraft purchase agreements are negotiated in U.S. dollars, we currently receive substantially all of our revenue in U.S. dollars and we pay our expenses primarily in U.S. dollars. We currently have a limited number of leases and helicopter purchase agreements denominated in foreign currencies, maintain part of our cash in foreign currencies, pay taxes in foreign currencies, and incur some of our expenses in foreign currencies, primarily the euro. A decrease in the U.S. dollar in relation to foreign currencies increases our lease revenue received from foreign currency-denominated leases and our expenses paid in foreign currencies. An increase in the U.S. dollar in relation to foreign currencies decreases our lease revenue received from foreign currency denominated leases and our expenses paid in foreign currencies. Because we currently receive most of our revenues in U.S. dollars and pay most of our expenses in U.S. dollars, a change in foreign exchange rates would not have a material impact on our results of operations or cash flows. We do not have any restrictions or repatriation issues associated with our foreign cash accounts.
Inflation
Inflation generally affects our lease revenue and costs, including selling, general and administrative expenses and other expenses. We do not believe that our financial results have been, or will be in the near future, materially and adversely affected by inflation.
Item 12.    Description of Securities Other than Equity Securities
Not applicable.
92

PART II
Item 13.    Defaults, Dividend Arrearages and Delinquencies
None.
Item 14.    Material Modifications to the Rights of Security Holders and Use of Proceeds
Not applicable.
Item 15.    Controls and Procedures
Disclosure controls and procedures
Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in this report is recorded, processed, summarized and reported on a timely basis. Our management and the members of our Disclosure Committee, have evaluated, as of December 31, 2021, our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our disclosure controls and procedures are effective. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to AerCap’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s annual report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021. The assessment was based on criteria established in the framework Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission in 2013. Based on this assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2021.
The Company excluded GECAS from our assessment of internal control over financial reporting as of December 31, 2021 because it was acquired by the Company in a business combination during 2021. Total assets and total revenues of GECAS, represent 44% and 8%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
Attestation report of the registered public accounting firm
KPMG, the independent registered public accounting firm that audited our 2021 Consolidated Financial Statements included in this annual report, audited the effectiveness of our internal controls over financial reporting as of December 31, 2021 under the standards of the Public Company Accounting Oversight Board (United States). Their audit report may be found on page F-2.
Changes in internal control over financial reporting
There were no changes in AerCap’s internal controls over financial reporting during the year of 2021 that materially affected, or were reasonably likely to materially affect, the internal controls over financial reporting.
Item 16A.    Audit Committee Financial Expert
Our Board of Directors has determined that James (Jim) Lawrence and Julian (Brad) Branch are “audit committee financial experts,” as that term is defined by SEC rules. All members of the Audit Committee are “independent,” as that term is defined under applicable NYSE listing standards.
93

Item 16B.    Code of Ethics
Our Board of Directors has adopted our Code of Conduct, a code that applies to the members of our Board of Directors, including its Chairman, our officers and employees. This code is publicly available on our website at www.aercap.com.
Item 16C.    Principal Accountant Fees and Services
Our auditors charged the following fees for professional services rendered for the years ended December 31, 2021 and 2020:
Year Ended December 31,
20212020
(U.S. Dollars in thousands)
Audit fees$8,985 $5,931 
Tax fees5,072 542 
All other fees2,826 3 
Total$16,883 $6,476 
Audit Fees
Audit fees are defined as the standard audit work that needs to be performed each year in order to issue opinions on our consolidated financial statements and to issue reports on our local statutory financial statements. Also included are services that can only be provided by our auditors, such as auditing of non-recurring transactions and implementation of new accounting policies, reviews of quarterly financial results, consents and comfort letters and any other audit services required for SEC or other regulatory filings.
Tax Fees
Tax fees relate to the aggregated fees for services rendered on tax compliance.
All Other Fees
All other fees primarily relate to advisory and integration projects.
Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditors
The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by our auditors. These services may include audit services, audit related services, tax services and other services, as described above. Pre-approval is detailed as to the particular service or categories of services, and is subject to a specific budget. Our management and our auditors’ report to the Audit Committee regarding the extent of services provided in accordance with this pre-approval and the fees for the services performed to date on an annual basis. The Audit Committee may also pre-approve additional services on a case-by-case basis. All tax fees were approved by the Audit Committee.
Item 16D.    Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E.    Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
94

Item 16F.    Change in Registrant’s Certifying Accountant
(a) Previous Independent Registered Public Accounting Firm
The Irish member firm (“PwC Ireland”) of PricewaterhouseCoopers International (“PwC IL”) served as the independent registered public accounting firm for AerCap from April 30, 2018 until November 1, 2021. As described further in Note 4—GECAS Transaction to our Consolidated Financial Statements included in this annual report, pursuant to the transaction agreement dated March 9, 2021, GE, AerCap and certain of their affiliates agreed to the GECAS Transaction whereby AerCap acquired the entities and assets that represented GECAS in exchange for cash and shares in AerCap. The GECAS Transaction closed on November 1, 2021.
Due to GE’s significant influence over AerCap and the continuing services member firms of PwC IL provide to GE globally, the Audit Committee of AerCap (the “Audit Committee”) and PwC Ireland concluded that upon the completion of the GECAS Transaction, PwC Ireland would no longer be independent from AerCap under applicable SEC and Public Company Accounting Oversight Board (“PCAOB”) independence rules. As a result, on November 1, 2021, PwC Ireland resigned from its role as AerCap’s independent registered public accounting firm.
The reports of PwC Ireland on the consolidated financial statements of AerCap for the fiscal years ended December 31, 2020 and 2019 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.
During the fiscal years ended December 31, 2020 and 2019 and the subsequent interim period through November 1, 2021 (the “Prior Period”), there were no disagreements between AerCap and PwC Ireland on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreements, if not resolved to the satisfaction of PwC Ireland, would have caused PwC Ireland to make reference to the subject matter of the disagreements in their reports on the consolidated financial statements of AerCap for such years.
During the fiscal years ended December 31, 2020 and 2019 and the subsequent interim period through November 1, 2021, there were no “reportable events” as set forth in Item 16F(a)(1)(v)(A)-(D) of Form 20-F.
AerCap provided PwC Ireland with a copy of the foregoing disclosure in connection with this Annual Report on Form 20-F, and requested that they furnish us with a letter addressed to the SEC stating whether they agree with such disclosure and, if not, stating the respects in which they do not agree. A copy of PwC Ireland’s letter dated March 30, 2022, in which they stated that they agree with such disclosure, is incorporated by reference as Exhibit 15.3.
(b) New Independent Registered Public Accounting Firm
The Audit Committee, working with the management of AerCap, conducted a comprehensive Request for Proposal process (the “RFP Process”) to select a successor auditor. Following a detailed review and assessment of the RFP Process submissions by the Audit Committee and direct interactions with the potential audit teams through audit tender presentations, the Audit Committee selected the Irish member firm (“KPMG Ireland”) of KPMG IL as the audit firm in the best position to deliver a high-quality audit of AerCap. In contemplation of its appointment as independent registered public accounting firm, KPMG IL completed an evaluation of its independence under applicable SEC and PCAOB rules. KPMG IL identified certain services provided by KPMG IL member firms to AerCap and its affiliates during fiscal year 2021 prior to KPMG Ireland’s engagement as independent registered public accounting firm that under Rule 2-01 would be deemed prohibited services for fiscal year 2021 (each, a “Pre-Engagement Prohibited Service”).
These Pre-Engagement Prohibited Services comprised:
i.Certain payroll services (the “Payroll Services”). The Payroll Services consisted of monthly payroll processing (such as the production of payslips and payroll submissions to taxing authorities) and the calculation of the tax implications of a share-based compensation plan. The Payroll Services did not involve calculation of accruals, the preparation or processing of journal entries or any impermissible valuation services.
ii.A loan staff engagement with a KPMG IL manager from its management consulting department seconded to AerCap’s finance team to perform certain bookkeeping services. The loan staff was acting as the most junior member of AerCap’s finance team and the individual’s work was overseen by a number of AerCap managers and senior managers, including individuals with financial reporting oversight responsibility.
iii. Immigration and legal services for certain AerCap employees. None of the deliverables under these services were subject to audit procedures performed by KPMG IL as part of its audit of AerCap, and the services had no impact on the internal control over financial reporting of AerCap.
95

iv. A pre-receivership advisory engagement in connection with the enforcement of a charge over two flight simulators. This service was not subject to audit procedures performed by KPMG Ireland as part of its audit of AerCap, and the service had no impact on the internal control over financial reporting of AerCap.
During the Prior Period, AerCap did not consult with KPMG International (“KPMG IL”) regarding the application of any accounting principles to any transaction completed or proposed or the type of audit opinion that might be rendered on AerCap’s financial statements.
Each of the Audit Committee and KPMG IL has determined that, notwithstanding the Pre-Engagement Prohibited Services, a reasonable investor with knowledge of all relevant facts and circumstances would conclude that KPMG Ireland is capable of exercising objective and impartial judgment on all issues encompassed within the audit of AerCap for fiscal year 2021 and all related audit and testing procedures performed by KPMG Ireland with respect to AerCap for fiscal year 2021. Therefore, the Audit Committee approved the decision to appoint KPMG Ireland as AerCap’s independent public accounting firm for fiscal year 2021 and beyond, and KPMG Ireland was initially engaged on October 7, 2021 and became AerCap’s principal accountant effective on PwC Ireland’s resignation on November 1, 2021. Each of the Audit Committee and KPMG Ireland has reached the conclusion that KPMG Ireland is capable of exercising objective and impartial judgment for the following reasons, among others:
i.All Pre-Engagement Prohibited Services were terminated prior to KPMG Ireland being appointed AerCap’s auditor and were not provided during the professional engagement period for AerCap’s fiscal year 2021 audit.
ii.There was no overlap in personnel between KPMG IL employees conducting the audit for fiscal year 2021 and KPMG IL employees who provided Pre-Engagement Prohibited Services.
iii. Certain Pre-Engagement Prohibited Services were transitioned to third parties prior to KPMG Ireland’s engagement, meaning KPMG Ireland was at an arm’s length to the primary firm responsible for the relevant services during the professional engagement period. In particular, the new service provider for Payroll Services has recalculated the payroll expenses processed by KPMG IL for fiscal year 2021.
iv. Inputs into AerCap’s financial statements obtained through Pre-Engagement Prohibited Services for which KPMG Ireland was potentially auditing its own work product were immaterial to AerCap’s financial statements.
v.The aggregate fees paid to KPMG IL by AerCap for the Pre-Engagement Prohibited Services for fiscal year 2021 totaled only $683,200, less than the fees KPMG IL would receive in connection with audit fees, and such fees were neither significant to KPMG Ireland nor AerCap (as well as any of their relevant affiliates).
vi.Additionally, with respect to the Payroll Services:
a.The calculations involved in KPMG IL’s work in completing the Payroll Services were routine and generally mechanical in nature and based on methodologies and rules set by local tax authorities.
b.The payroll services do not relate to a critical audit matter for KPMG Ireland.
c.KPMG Ireland relied on original employment contracts and other AerCap documents for its audit procedures with respect to payroll expenses and not on the output of KPMG IL’s Payroll Services.
After considering all relevant facts and circumstances, the Audit Committee concurred with KPMG Ireland’s conclusion that, for the reasons described above, the Pre-Engagement Prohibited Services would not impair KPMG Ireland’s objectivity and impartiality with respect to the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2021.


96

Item 16G.    Corporate Governance
The NYSE requires U.S. domestic entities with shares listed on the exchange to comply with its corporate governance standards. As we are a foreign private issuer, however, the NYSE only requires us to comply with certain NYSE rules relating to audit committees and periodic certifications to the NYSE as long as we comply with home country corporate governance standards (in our case, Dutch corporate governance standards). The NYSE requires that we disclose to investors any significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies under NYSE requirements.
Among these differences, shareholder approval is required by the NYSE prior to the issuance of ordinary shares:
•to a director, officer or substantial security holder of the Company (or their affiliates or entities in which they have a substantial interest) in excess of one percent of either the number of ordinary shares or the voting power outstanding before the issuance, with certain exceptions;
•that will have voting power or number equal to or in excess of 20% of either the voting power or the number of shares, respectively, outstanding before the issuance, with certain exceptions; or
•that will result in a change of control of the issuer.
Under Dutch rules, shareholders can delegate authority to issue ordinary shares to the Board of Directors at the AGM. In the past, our shareholders have delegated authority to issue ordinary shares to our Board at our AGM.
In some situations, NYSE rules are more stringent, and in others the Dutch rules are. Other significant differences include:
•NYSE rules require shareholder approval for changes to equity compensation plans, but under Dutch rules, shareholder approval is only required for changes to equity compensation plans for members of the Board of Directors;
•under Dutch corporate governance rules, the audit and remuneration committees may not be chaired by the Chairman of the Board;
•under Dutch rules, auditors must be appointed by the general meeting of shareholders, but NYSE rules require only that they be appointed by the audit committee;
•both NYSE and Dutch rules require that a majority of the Board of Directors be independent, but the definition of independence under each set of rules is not identical. For example, Dutch rules require a longer “look-back” period for former directors; and
•Dutch rules permit deviation from the rules if the deviations are explained in accordance with the rules, but NYSE rules do not allow such deviations.
Item 16H.    Mine Safety Disclosure
Not applicable.
Item 16I.     Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
97

PART III
Item 17.    Financial Statements
Not applicable.
Item 18.    Financial Statements
Please refer to pages F-1 through F-76 of this annual report.
Item 19.    Exhibits
We have filed the following documents as exhibits to this annual report:
Exhibit
Number		Description of Exhibit
1.1 
2.1 
2.2 
2.3 
Deed of Amendment, dated as of April 9, 2014, relating to the Amended and Restated Facility Agreement, dated as of December 14, 2012, among the Banks and Financial Institutions named therein as ECA Lenders, Crédit Agricole Corporate and Investment Bank, as ECA Agent, National Agent, and Security Trustee, Citibank International PLC, as ECA Agent and National Agent, Jetstream Aircraft Leasing Limited, as Principal Borrower, ALS 3 Limited and Airstream Aircraft Leasing Limited, as Borrowers, AerCap Ireland Limited and AerCap A330 Holdings Limited, as Principal AerCap Obligors, the companies named there in as Lessees and Lessee Parents, Citibank, N.A., as Administrative Agent, and AerCap Holdings, N.V. (filed as an exhibit to our Form 20-F for the year ended December 31, 2014 and incorporated herein by reference)
2.4 
2.5 
2.6 
2.7 
2.8 
2.9 
2.10 
98

Exhibit
Number		Description of Exhibit
2.11 
2.12 
2.13 
2.14 
2.15 
2.16 
2.17 
2.18 
2.19 
2.20 
2.21 
2.22 
2.23 
99

Exhibit
Number		Description of Exhibit
2.24 
2.25 
2.26 
2.27 
2.28 
2.29 
2.30 
2.31 
2.32 
2.33 
2.34 
2.35 
2.36 
2.37 
2.38 
2.39 
100

Exhibit
Number		Description of Exhibit
2.40 
2.41 
2.42 
2.43 
2.44 
2.45 
2.46 
2.47 
2.48 
2.49 
2.50 
2.51 
2.52 
2.53 
2.54 
101

Exhibit
Number		Description of Exhibit
2.55 The Company agrees to furnish to the SEC upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries
2.56 
4.1 
4.2 
4.3 
4.4 
4.5 
4.6 
4.7 
4.8 
4.9 
8.1 
12.1 
12.2 
13.1 
15.1 
15.2 
15.3 
17.1 
102

Exhibit
Number		Description of Exhibit
101 The following financial information formatted in Inline eXtensible Business Reporting Language (iXBRL):
(1) Consolidated Balance Sheets as of December 31, 2021 and 2020
(2) Consolidated Income Statements for the Years Ended December 31, 2021, 2020 and 2019
(3) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2021, 2020 and 2019
(4) Consolidated Statements of Cash Flows for the Years Ended December 31, 2021, 2020 and 2019
(5) Consolidated Statements of Equity for the Years Ended December 31, 2021, 2020 and 2019
(6) Notes to the Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104 The cover page from the Company’s annual report on Form 20-F for the year ended December 31, 2021, formatted in Inline XBRL (included in Exhibit 101)

103

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
AERCAP HOLDINGS N.V.
By:/s/ AENGUS KELLY
Aengus Kelly
 Chief Executive Officer
Date: March 30, 2022

104

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AerCap Holdings N.V. Consolidated Financial Statements 
Reports of Independent Registered Public Accounting Firms
(2021 Auditor Name: KPMG, Auditor location: Dublin, Ireland, Audit Firm ID: 1116)
F-2

F-1

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
AerCap Holdings N.V.

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of AerCap Holdings N.V., and subsidiaries (the Company) as of December 31, 2021, the related consolidated income statement, statement of comprehensive income, statement of cash flows, and statement of equity for the year ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired GE Capital Aviation Services (GECAS) on November 1, 2021 and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021, GECAS’s internal control over financial reporting associated with 44% of total assets and 8% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2021. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of GECAS.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s annual report on internal control over financial reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F-2

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Evaluation of the fair value of acquired flight equipment held for operating leases and maintenance rights assets
As discussed in Note 4 to the consolidated financial statements, the Company completed the acquisition of GECAS on November 1, 2021. The Company estimated the fair value of the flight equipment held for operating leases acquired to be $23.1 billion, and the fair value of the maintenance rights assets acquired to be $2.8 billion, as of the date of the acquisition.
We identified the evaluation of the fair value of acquired flight equipment held for operating leases and maintenance rights assets as a critical audit matter. It required especially subjective auditor judgement, including involvement of valuation professionals with specialized skills and knowledge, to assess certain significant assumptions in the valuation model. Significant assumptions included the follow-on lease assumptions, residual values of flight equipment held for operating leases, maintenance cash flow forecasts, and discount rates. Changes in these assumptions could have a significant impact on the fair value of flight equipment held for operating leases and maintenance rights assets acquired.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s purchase price allocation process, including controls over the development of the significant assumptions.
We evaluated the reasonableness of the Company’s follow-on lease assumptions by comparing these to (i) actual lease rates recently contracted by the Company for the leasing of similar flight equipment and (ii) current industry market data. We compared the residual values of flight equipment held for operating leases to third party appraiser values, expected sale prices and market data. We compared maintenance cash flow forecasts to external appraiser and original equipment manufacturer data and assessed the reasonableness of aircraft utilization against historical actual usage rates.
We also involved valuation professionals with specialized skills and knowledge who assisted in evaluating the discount rate by comparing it against discount rates that were independently developed using data of comparable entities and the cost of capital of the Company.


F-3

Assessment of impairment of flight equipment held for operating leases subject to impairment
As discussed in Note 6 to the consolidated financial statements, the Company had US$57.8 billion of flight equipment held for operating leases as of December 31, 2021. When events or changes in circumstances indicate that flight equipment held for operating leases may be impaired, an evaluation is performed. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset group, an impairment loss is recognized. The Company recognized an impairment charge of US$128.4 million for the year ended December 31, 2021.
We identified the assessment of impairment of flight equipment held for operating leases as a critical audit matter. It required especially subjective auditor judgement, including involvement of valuation professionals with specialized skills and knowledge, to assess certain significant assumptions in the impairment model. Significant assumptions included the follow-on lease assumptions, residual values of flight equipment held for operating leases, maintenance cash flow forecasts, and discount rates. Changes in these assumptions could have a significant impact on any impairment charge recognized on flight equipment held for operating leases.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s impairment process, including controls over the development of the significant assumptions.
We evaluated the reasonableness of the follow-on lease assumptions by comparing these to (i) actual lease rates recently contracted by the Company for the leasing of similar flight equipment and (ii) current industry market data. We compared the residual values of flight equipment held for operating leases to third party appraiser values, expected sale prices and market data. We compared maintenance cash flows forecasts to external appraiser and original equipment manufacturer data and assessed the reasonableness of aircraft utilization against historical actual usage rates.
We also involved valuation professionals with specialized skills and knowledge who assisted in evaluating the discount rate by comparing it against discount rates that were independently developed using data of comparable entities and the cost of capital of the Company.


KPMG

We have served as the Company’s auditor since 2021.

Dublin, Ireland
March 30, 2022
F-4

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of AerCap Holdings N.V.

Opinion on the Financial Statements

We have audited the consolidated balance sheet of AerCap Holdings N.V. and its subsidiaries (the “Company”) as of December 31, 2020, and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the two years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ PricewaterhouseCoopers

Dublin, Ireland

March 2, 2021

We served as the Company’s auditor from 2018 to 2021.

F-5

AerCap Holdings N.V. and Subsidiaries
Consolidated Balance Sheets
As of December 31, 2021 and 2020
As of December 31,
Note20212020
(U.S. Dollars in thousands,
except share data)
Assets
Cash and cash equivalents5$1,728,794 $1,248,772 
Restricted cash5185,959 246,518 
Trade receivables181,455 170,675 
Flight equipment held for operating leases, net657,825,056 35,156,450 
Investment in finance leases, net71,929,220 878,451 
Flight equipment held for sale8304,362 — 
Prepayments on flight equipment304,586,848 2,111,659 
Maintenance rights and lease premium, net94,444,520 649,914 
Other intangibles, net9208,879 224,634 
Deferred tax assets16121,571 131,532 
Associated companies10705,087 122,654 
Other assets
11
2,348,017 1,106,780 
Total Assets$74,569,768 $42,048,039 
Liabilities and Equity
Accounts payable, accrued expenses and other liabilities13$1,958,096 $1,109,325 
Accrued maintenance liability142,900,651 1,750,395 
Lessee deposit liability773,753 600,321 
Debt1550,204,678 28,742,081 
Deferred tax liabilities162,085,230 913,431 
Commitments and contingencies30
Total Liabilities57,922,408 33,115,553 
Ordinary share capital, €0.01 par value, 450,000,000 and 350,000,000 ordinary shares authorized as of December 31, 2021 and 2020 respectively; 250,347,345 and 138,847,345 ordinary shares issued and 245,395,448 and 130,398,538 ordinary shares outstanding (including 5,822,811 and 2,552,346 shares of unvested restricted stock) as of December 31, 2021 and 2020, respectively
18, 27
3,024 1,721 
Additional paid-in capital8,522,694 2,078,125 
Treasury shares, at cost (4,951,897 and 8,448,807 ordinary shares as of December 31,
2021 and 2020, respectively)
(285,901)(459,994)
Accumulated other comprehensive loss(79,335)(155,085)
Accumulated retained earnings8,410,261 7,399,703 
Total AerCap Holdings N.V. shareholders’ equity16,570,743 8,864,470 
Non-controlling interest76,617 68,016 
Total Equity16,647,360 8,932,486 
Total Liabilities and Equity$74,569,768 $42,048,039 
Supplemental balance sheet information—amounts related to assets and liabilities of
consolidated VIEs for which creditors do not have recourse to our general credit:
Restricted cash$94,721 $163,596 
Flight equipment held for operating leases and held for sale3,411,087 4,339,176 
Other assets100,638 97,417 
Accrued maintenance liability$132,996 $115,079 
Debt1,113,876 2,454,187 
Other liabilities86,894 109,606 
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-6


AerCap Holdings N.V. and Subsidiaries
Consolidated Income Statements
For the Years Ended December 31, 2021, 2020 and 2019
Year Ended December 31,
Note202120202019
(U.S. Dollars in thousands, except share and per share data)
Revenues and other income
Lease revenue:
Basic lease rents
21, 24
$3,891,089 $3,761,611 $4,281,260 
Maintenance rents and other receipts520,914 559,395 401,006 
Total lease revenue4,412,003 4,321,006 4,682,266 
Net gain on sale of assets89,428 89,618 188,835 
Other income23722,574 83,005 66,239 
Total Revenues and other income5,224,005 4,493,629 4,937,340 
Expenses
Depreciation and amortization6, 91,737,925 1,645,373 1,676,121 
Asset impairment25128,409 1,086,983 70,149 
Interest expense1,230,466 1,248,225 1,295,020 
Loss on debt extinguishment159,713 118,460 — 
Leasing expenses319,022 323,535 287,950 
Selling, general and administrative expenses
19, 20, 22
317,888 242,161 267,458 
Transaction and integration-related expenses4334,966 — — 
Total Expenses4,078,389 4,664,737 3,596,698 
Gain (loss) on investment at fair value2,301 (143,510)— 
Income (loss) before income taxes and income of
investments accounted for under the equity method
1,147,917 (314,618)1,340,642 
Income tax (expense) benefit16(162,537)17,231 (167,714)
Equity in net earnings of investments accounted for under
the equity method
24,051 2,464 (6,151)
Net income (loss)$1,009,431 $(294,923)$1,166,777 
Net income attributable to non-controlling interest(8,924)(3,643)(21,083)
Net income (loss) attributable to AerCap Holdings N.V.$1,000,507 $(298,566)$1,145,694 
Basic earnings (loss) per share27$6.83 $(2.34)$8.51 
Diluted earnings (loss) per share27$6.71 $(2.34)$8.43 
Weighted average shares outstanding—basic146,421,188 127,743,828 134,570,169 
Weighted average shares outstanding—diluted149,005,981 127,743,828 135,898,139 







The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7

AerCap Holdings N.V. and Subsidiaries
Consolidated Statements of Comprehensive Income
For the Years Ended December 31, 2021, 2020 and 2019
Year Ended December 31,
202120202019
(U.S. Dollars in thousands)
Net income (loss)$1,009,431 $(294,923)$1,166,777 
Other comprehensive loss:
Net gain (loss) on derivatives (Note 12), net of tax of $(11,679), $8,402 and $12,845, respectively
81,751 (58,814)(89,918)
Actuarial gain (loss) on pension obligations, net of tax of $(1,327), $348 and $265, respectively
9,285 (2,684)(1,845)
Foreign currency translation adjustments(15,286)— — 
Total other comprehensive loss75,750 (61,498)(91,763)
Comprehensive income (loss)1,085,181 (356,421)1,075,014 
Comprehensive income attributable to non-controlling interest(8,924)(3,643)(21,083)
Total comprehensive income (loss) attributable to AerCap Holdings N.V. $1,076,257 $(360,064)$1,053,931 

























The accompanying notes are an integral part of these Consolidated Financial Statements.
F-8

AerCap Holdings N.V. and Subsidiaries
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2021, 2020 and 2019
Year Ended December 31,
202120202019
(U.S. Dollars in thousands)
Net income (loss)$1,009,431 $(294,923)$1,166,777 
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization1,737,925 1,645,373 1,676,121 
Asset impairment128,409 1,086,983 70,149 
Amortization of debt issuance costs, debt discount, debt premium and lease
premium
113,981 64,970 79,645 
Amortization of fair value adjustments on debt(16,977)(47,279)(79,098)
Maintenance rights write-off (a)138,780 133,015 244,748 
Maintenance liability release to income(273,146)(344,210)(207,849)
Net gain on sale of assets(89,428)(89,618)(188,835)
Deferred tax (benefit) expense(5,905)(20,882)162,498 
Share-based compensation96,087 69,187 69,410 
Collections of finance leases124,325 68,128 98,365 
(Gain) loss on investment at fair value(2,301)143,510 — 
Loss on debt extinguishment9,713 118,460 — 
Transaction and integration-related expenses186,474 — — 
Other61,212 252,350 96,117 
Changes in operating assets and liabilities:
Trade receivables232,119 (128,188)(8,751)
Other assets112,790 (400,316)(73,646)
Accounts payable, accrued expenses and other liabilities130,333 (126,177)31 
Net cash provided by operating activities3,693,822 2,130,383 3,105,682 
Purchase of flight equipment(1,703,395)(778,547)(3,359,092)
Proceeds from sale or disposal of assets796,613 471,437 1,773,766 
Prepayments on flight equipment(86,386)(405,178)(1,369,400)
Acquisition of GECAS, net of cash acquired(22,493,195)— — 
Other27,427 — (17)
Net cash used in investing activities(23,458,936)(712,288)(2,954,743)
Issuance of debt26,496,660 10,946,333 6,539,310 
Repayment of debt(5,973,508)(11,560,015)(6,504,830)
Debt issuance and extinguishment costs paid, net of debt premium received(422,260)(253,806)(36,592)
Maintenance payments received448,516 345,699 736,423 
Maintenance payments returned(209,087)(412,492)(352,032)
Security deposits received210,781 137,130 232,219 
Security deposits returned(290,758)(297,469)(233,222)
Dividend paid to non-controlling interest holders and others(323)(2,935)(6,341)
Repurchase of shares and tax withholdings on share-based compensation(76,220)(127,777)(639,941)
Net cash provided by (used in) financing activities20,183,801 (1,225,332)(265,006)
Net increase (decrease) in cash, cash equivalents and restricted cash418,687 192,763 (114,067)
Effect of exchange rate changes776 2,180 (621)
Cash, cash equivalents and restricted cash at beginning of period1,495,290 1,300,347 1,415,035 
Cash, cash equivalents and restricted cash at end of period$1,914,753 $1,495,290 $1,300,347 

The accompanying notes are an integral part of these Consolidated Financial Statements.
F-9

AerCap Holdings N.V. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31, 2021, 2020 and 2019
Year Ended December 31,
202120202019
(U.S. Dollars in thousands)
Supplemental cash flow information:
Interest paid, net of amounts capitalized$1,109,948 $1,196,467 $1,270,532 
Income taxes paid (refunded), net4,928 (3,862)2,352 
(a)Maintenance rights write-off consisted of the following:
End-of-lease ("EOL") and Maintenance Reserved ("MR") contract maintenance
rights expense
$7,048 $45,655 $76,611 
MR contract maintenance rights write-off offset by maintenance liability release17,260 35,897 19,848 
EOL contract maintenance rights write-off offset by EOL compensation received114,472 51,463 148,289 
Maintenance rights write-off$138,780 $133,015 $244,748 






















The accompanying notes are an integral part of these Consolidated Financial Statements.

F-10

AerCap Holdings N.V. and Subsidiaries
Consolidated Statements of Cash Flows (Continued)
For the Years Ended December 31, 2021, 2020 and 2019
Non-Cash Investing and Financing Activities
Year ended December 31, 2021:
Flight equipment held for operating leases in the amount of $12.5 million, net, was reclassified to investment in finance leases, net.
Flight equipment held for operating leases in the amount of $397.6 million was reclassified to flight equipment held for sale.
Accrued maintenance liability in the amount of $20.4 million was settled with buyers upon sale or disposal of assets.
In November 2021, debt and shareholder’s equity increased by $1 billion and $6.6 billion respectively due to non-cash consideration in the GECAS Transaction. Refer to Note 4—GECAS Transaction for further details.
Year ended December 31, 2020:
Flight equipment held for operating leases in the amount of $46.6 million, net, was reclassified to investment in finance leases, net.
Flight equipment held for operating leases in the amount of $83.5 million was reclassified to flight equipment held for sale.
Accrued maintenance liability in the amount of $95.0 million was settled with buyers upon sale or disposal of assets.
In May 2020, other assets and accounts payable, accrued expenses and other liabilities each increased by $185.7 million
due to the Norwegian Air Shuttle ASA (“NAS”) recapitalization.
Year ended December 31, 2019:
Flight equipment held for operating leases in the amount of $143.4 million was reclassified to investment in finance leases, net.
Flight equipment held for operating leases in the amount of $1.6 billion was reclassified to flight equipment held for sale.
Accrued maintenance liability in the amount of $249.2 million was settled with buyers upon sale or disposal of assets.














The accompanying notes are an integral part of these Consolidated Financial Statements.
F-11

AerCap Holdings N.V. and Subsidiaries
Consolidated Statements of Equity
For the Years Ended December 31, 2021, 2020 and 2019
Number of
ordinary shares
issued		Ordinary
share
capital		Additional
paid-in
capital		Treasury
shares		Accumulated other comprehensive income (loss)Accumulated
retained
earnings		AerCap
Holdings N.V.
shareholders’
equity		Non-controlling
interest		Total equity
(U.S. Dollars in thousands, except share data)
Balance as of December 31, 2018151,847,345 $1,866 $2,712,417 $(476,085)$(1,824)$6,591,674 $8,828,048 $52,566 $8,880,614 
Dividends paid— — — — — — — (6,341)(6,341)
Repurchase of
shares
— — — (607,343)— — (607,343)— (607,343)
Share cancellation(10,000,000)(112)(503,005)503,117 — — — — — 
Share-based
compensation
— — 69,410 — — — 69,410 — 69,410 
Ordinary shares
issued, net of tax
withholdings
— — (69,360)42,970 — (2,759)(29,149)— (29,149)
Total comprehensive
income (loss)
— — — — (91,763)1,145,694 1,053,931 21,083 1,075,014 
Balance as of December 31, 2019141,847,345 $1,754 $2,209,462 $(537,341)$(93,587)$7,734,609 $9,314,897 $67,308 $9,382,205 
Dividends paid— — — — — — — (2,935)(2,935)
Repurchase of
shares
— — — (117,302)— — (117,302)— (117,302)
Share cancellation(3,000,000)(33)(149,203)149,236 — — — — — 
Share-based
compensation
— — 69,187 — — — 69,187 — 69,187 
Ordinary shares
issued, net of tax
withholdings
— — (51,321)45,413 — (10,562)(16,470)— (16,470)
Cumulative effect
due to adoption of
new accounting
standard
— — — — — (25,778)(25,778)— (25,778)
Total comprehensive
income (loss)
— — — — (61,498)(298,566)(360,064)3,643 (356,421)
Balance as of December 31, 2020138,847,345 $1,721 $2,078,125 $(459,994)$(155,085)$7,399,703 $8,864,470 $68,016 $8,932,486 
GECAS Transaction111,500,000 1,303 6,581,657 — — — 6,582,960 — 6,582,960 
Dividends paid— — — — — — — (323)(323)
Repurchase of
shares
— — — (35,406)— — (35,406)— (35,406)
Share-based
compensation
— — 96,087 — — — 96,087 — 96,087 
Ordinary shares
issued, net of tax
withholdings
— — (233,175)209,499 — 10,051 (13,625)— (13,625)
Total comprehensive
income (loss)
— — — — 75,750 1,000,507 1,076,257 8,924 1,085,181 
Balance as of December 31, 2021250,347,345 $3,024 $8,522,694 $(285,901)$(79,335)$8,410,261 $16,570,743 $76,617 $16,647,360 






The accompanying notes are an integral part of these Consolidated Financial Statements.
F-12

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
1. General
The Company
AerCap Holdings N.V., together with its subsidiaries (“AerCap,” “we,” “us” or the “Company”), is the global leader in aviation leasing with 2,369 aircraft owned, managed or on order, over 900 engines (including engines owned by our Shannon Engine Support joint venture), over 300 owned helicopters, and total assets of $74.6 billion as of December 31, 2021. Our ordinary shares are listed on the New York Stock Exchange under the ticker symbol AER. Our headquarters is located in Dublin, and we have offices in Shannon, Miami, Singapore, Amsterdam, Shanghai, Abu Dhabi and other locations. We also have representative offices at the world’s largest aircraft manufacturers, The Boeing Company (“Boeing”) in Seattle and Airbus S.A.S (“Airbus”) in Toulouse.
The Consolidated Financial Statements presented herein include the accounts of AerCap Holdings N.V. and its subsidiaries. AerCap Holdings N.V. was incorporated in the Netherlands as a public limited liability company (“naamloze vennootschap” or “N.V.”) on July 10, 2006.
GECAS Transaction
AerCap completed the acquisition of GE Capital Aviation Services (“GECAS”) from General Electric (“GE”) (the “GECAS Transaction”) on November 1, 2021. Under the terms of the transaction agreement, GE received 111.5 million newly issued AerCap shares, approximately $23 billion of cash and $1 billion of AerCap senior notes. Immediately following the completion of the GECAS Transaction, GE held approximately 46% of AerCap’s issued and outstanding ordinary shares. In connection with the GECAS Transaction, GE appointed one member to join the Board of Directors of AerCap, bringing the number of directors serving on AerCap’s Board of Directors to ten. Additionally, pursuant to the shareholder agreement between AerCap and GE, for as long as GE and its wholly owned subsidiaries, collectively, beneficially own at least 10% of our outstanding shares, GE will be entitled to designate a second director for appointment to AerCap’s Board of Directors. The GE shares are subject to a lock-up period which will expire in stages from nine to 15 months after November 1, 2021 (the “Closing Date”). GE has entered into agreements with AerCap regarding voting restrictions, standstill provisions and certain registration rights. Refer to Note 4—GECAS Transaction for further details.

2. Basis of presentation
General
Our Consolidated Financial Statements are presented in accordance with Accounting Principles Generally Accepted in the United States of America (“U.S. GAAP”).
We consolidate all companies in which we have effective control and all VIEs for which we are deemed the Primary Beneficiary (“PB”) under Accounting Standards Codification (“ASC”) 810. All intercompany balances and transactions with consolidated subsidiaries are eliminated. The results of consolidated entities are included from the effective date of control or, in the case of VIEs, from the date that we are or become the PB. The results of subsidiaries sold or otherwise deconsolidated are excluded from the date that we cease to control the subsidiary or, in the case of VIEs, when we cease to be the PB.
Our Consolidated Financial Statements are stated in U.S. dollars, which is our functional currency.
Due to rounding, numbers presented throughout this document may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures.

F-13

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. dollar amounts in thousands or as otherwise stated, except share and per share data)

2. Basis of presentation (continued)
Use of estimates
The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
The use of estimates is or could be a significant factor affecting acquisition accounting in a business combination, the reported carrying values of flight equipment, intangible assets, investment in finance leases, net, investments, trade receivables and notes receivable, deferred tax assets, income tax accruals and maintenance liabilities. Actual results may differ from our estimates under different conditions, sometimes materially.
Risk and Uncertainties
In the normal course of business, we encounter several significant types of economic risk, including credit risk, market risk and risks associated with exposure to the aviation industry. Credit risk is the risk of a lessee’s inability or unwillingness to make contractually required payments and to fulfill its other contractual obligations. Market risk reflects the change in the value of financings due to changes in interest rate spreads or other market factors, including the value of collateral underlying financings. Risks associated with exposure to the aviation industry include the risk of a downturn in the commercial aviation industry, which could adversely impact lessee ability to make payments, increase the risk of unscheduled lease terminations and depress lease rates and the value of the Company’s flight equipment. The Covid-19 pandemic and responsive government actions have caused significant economic disruption and a dramatic reduction in commercial airline traffic, resulting in a broad adverse impact on air travel, the aviation industry and demand for commercial aircraft globally, all of which has impacted our results of operations. The continued impact of the Covid-19 pandemic on our business will depend, among other things, on the rate of recovery in air travel and the aviation industry, including the future demand for commercial aircraft; and global economic conditions. We face significant competition and our business may be adversely affected if market participants change as a result of restructuring or bankruptcies, mergers and acquisitions, or new entities entering or exiting the industry. We are exposed to geopolitical, economic and legal risks associated with the international operations of our business and those of our lessees, including many of the economic and political risks associated with emerging markets. We are exposed to concentrated political and economic risks in certain geographical regions in which our lessees are concentrated. We expect the Russian invasion of Ukraine and the impact of resulting sanctions by the United States, the European Union, the United Kingdom and other countries to adversely affect our business and financial condition, results and cash flows. Refer to Note 32—Subsequent Events for further details.
Reclassification of Prior Year Presentation
Certain prior year amounts have been reclassified to conform with the current year presentation.
An adjustment has been made to the Consolidated Balance Sheet as of December 31, 2020 to reclassify equity method investments from Other Assets to Associated Companies. Refer to Note 10—Associated companies.
This change in classification had no effect on the Consolidated Income Statements and does not affect previously reported cash flows from operating activities in the Consolidated Statements of Cash Flows.
F-14

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. dollar amounts in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies
Cash and cash equivalents
Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less.
Restricted cash
Restricted cash includes cash held by banks that is subject to withdrawal restrictions. Such amounts are typically restricted under secured debt agreements and can be used only to maintain the aircraft securing the debt and to provide debt service payments of principal and interest.
Trade receivables
Trade receivables represent unpaid, current lessee rental obligations under existing lease contracts.
Flight equipment held for operating leases, net
Flight equipment held for operating leases is stated at cost less accumulated depreciation and impairment. Flight equipment is depreciated to its estimated residual value on a straight-line basis over the useful life of the asset. The costs of improvements to flight equipment are normally recorded as leasing expenses unless the improvement increases the long-term value of the flight equipment. In that case, the capitalized improvement cost is depreciated over the estimated remaining useful life of the asset.
Useful Life (a)Residual Value (b)
Passenger aircraft25 years15 %
Freighter aircraft35 years15 %
Helicopters 30 years20 %
Engines20 years60 %
(a) Useful life may be determined to be a different period depending on the disposition strategy.
(b) Estimated industry price, except where more relevant information indicates that a different residual value is more appropriate.
We periodically review the estimated useful lives and residual values of our flight equipment based on our industry knowledge, external factors, such as current market conditions, and changes in our disposition strategies, to determine if they are appropriate, and record adjustments to depreciation rates prospectively on an individual asset basis, as necessary.
We test flight equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The quarterly impairment assessments are primarily triggered by potential sale transactions, early terminated leases, credit events impacting lessees or forecasted significant and permanent declines in the demand for asset types. The quantitative impairment test is performed at the lowest level for which identifiable cash flows are largely independent of other groups of assets, which is the individual asset, including the lease-related assets and liabilities of that asset, such as the maintenance rights assets, lease incentives, and maintenance liabilities (the “Asset Group”). If the sum of the expected undiscounted future cash flows is less than the Asset Group, an impairment loss is recognized. The loss is measured as the excess of the carrying value of the Asset Group over its estimated fair value.
Fair value reflects the present value of future cash flows expected to be generated from the assets, including its expected residual value, discounted at a rate commensurate with the associated risk. Future cash flows are assumed to occur under current market conditions and assume adequate time for a sale between a willing buyer and a willing seller. Expected future lease rates are based on all relevant information available, including current contracted rates for similar assets and industry trends.
F-15

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

On an annual basis, we also perform an assessment of all assets held for operating leases to identify potential impairment by reference to estimated future cash flows at the Asset Group level, and perform a quantitative impairment test. We apply significant judgment in assessing whether an impairment is necessary and in estimating significant assumptions including the future lease rates, maintenance cash flow forecasts, the residual value and the discount rate when performing quantitative impairment tests.
During the lease term, our leases require that the lessee maintain our flight equipment and either provide periodic maintenance rental payments during the lease or provide EOL compensation payments based on the maintenance usage of the flight equipment. In addition, upon lease expiry, the flight equipment undergoes inspection to verify compliance with lease return conditions. We believe that the requirement that the lessee compensate us for the maintenance usage of the flight equipment and our emphasis on maintenance and inspection helps preserve residual values and generally helps us to recover our investment in our leased flight equipment.
Capitalization of interest
We capitalize interest on prepayments of forward order flight equipment and add such amounts to prepayments on flight equipment. The amount of interest capitalized is the amount of interest costs which could have been avoided in the absence of such prepayments.
Investment in finance, sales-type and leveraged leases, net (“Investment in finance leases, net”)
Finance leases include direct financing leases, sales-type leases and leveraged leases. If a lease meets specific criteria under U.S. GAAP, we recognize the lease in investment in finance leases, net in our Consolidated Balance Sheets and de-recognize the asset from flight equipment held for operating lease. For sales-type leases, we recognize the difference between the asset carrying value and the amount recognized in investment in finance leases, net in net gain on sale of assets in our Consolidated Income Statements. The amounts recognized for finance and sales-type leases consist of lease receivables and the estimated unguaranteed residual value of the flight equipment on the lease termination date, less the unearned income and net of the allowance for credit losses. Expected unguaranteed residual values are based on our assessment of the values of the flight equipment and, if applicable, the estimated EOL payments expected at the expiration of the lease. The unearned income is recognized as lease revenue over the lease term, using the interest method to produce a constant yield over the life of the lease. Finance leases that are mainly financed at commencement with non-recourse borrowings and that meet certain criteria are accounted for as leveraged leases. Leveraged leases are recorded at the aggregate of rentals receivable, net of that portion of the rental applicable to principal and interest on the non-recourse debt, plus the estimated residual value of the leased asset less unearned income. Unearned income is recognized as lease interest income at a level rate of return on the leveraged lease net investment.
Definite-lived intangible assets
We recognize intangible assets acquired in a business combination at fair value on the date of acquisition. Amortization of definite-lived intangible assets is either event-driven or is at a rate based on the period over which we expect to derive economic benefits from such assets.
Maintenance rights and lease premium, net
Maintenance rights assets are recognized when we acquire flight equipment subject to existing leases. These assets represent the contractual right to receive the aircraft in a specified maintenance condition at the end of the lease under lease contracts with EOL payment provisions, or our right to receive the aircraft in better maintenance condition due to aircraft maintenance events performed by the lessee either through reimbursement of maintenance deposit rents held under lease contracts with maintenance reserve provisions, or through a lessor contribution to the lessee.
For leases with EOL maintenance provisions, upon lease termination, we recognize receipt of EOL cash compensation as lease revenue to the extent those receipts exceed the EOL maintenance rights asset, and we recognize leasing expenses when the EOL maintenance rights asset exceeds the EOL cash received. For leases with maintenance reserve payment provisions, we recognize maintenance rights expense at the time the lessee submits a reimbursement claim and provides the required documentation related to the cost of a qualifying maintenance event that relates to pre-acquisition usage.
F-16

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Lease premium assets represent the value of an acquired lease where the contractual rental payments are above the market rate. We amortize the lease premium assets on a straight-line basis over the term of the lease as a reduction of lease revenue.
Other definite-lived intangible assets, net
Other definite-lived intangible assets primarily consist of customer relationships recorded at fair value when we acquired International Lease Finance Corporation (“ILFC”). Intangible assets are amortized over the period during which we expect to derive economic benefits from such assets. The amortization expense is recorded in depreciation and amortization. We evaluate definite-lived intangible assets for impairment when events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.
Associated companies
Unconsolidated investments where we do not have a controlling financial interest, but over which we have significant influence, are accounted for using the equity method of accounting. Under the equity method of accounting, we recognize our share of earnings and losses based on our ownership percentage of such investments in equity in net earnings (losses) of investments accounted for under the equity method in our Consolidated Income Statements. The carrying amount of the equity method investment is included in Associated companies on our Consolidated Balance Sheets. Refer to Note 10—Associated companies for further details. Distributions received from equity method investees are classified using the cumulative earnings approach. Under this approach, distributions received are considered returns on investment and are classified as cash inflows from operating activities, unless the cumulative distributions received, less distributions received in prior periods that were determined to be returns of investment, exceed cumulative equity in earnings recognized. When such an excess occurs, the current-period distribution up to this excess is deemed to be a return of investment, and is classified as cash inflows from investing activities.
Other assets
Other assets consist of debt issuance costs, lease incentives, notes receivable, operating lease right-of-use (“ROU”) assets, derivative assets, other tangible fixed assets, straight-line rents, prepaid expenses, inventory, investments and other receivables.
Lease incentives
We capitalize amounts paid or value provided to lessees as lease incentives. We amortize lease incentives on a straight-line basis over the term of the related lease as a reduction of lease revenue.
Notes receivable
Notes receivable primarily arise from the restructuring and deferral of trade receivables from lessees experiencing financial difficulties.
Loans
Loans are classified as held for investment (“HFI”) when the Company has the intent and ability to hold the loan for the foreseeable future or until maturity. Loans classified as HFI are recorded at amortized cost. Loan origination fees and certain direct origination costs are deferred and recognized as adjustments to interest income over the contractual lives of the related loans. If we no longer have the intent and ability to hold a loan for the foreseeable future, then the loan is transferred to assets held for sale (“HFS”) at the lower of carrying value or estimated fair value less costs to sell. Once classified as HFS, the amount by which the carrying value exceeds fair value is recognized in our Consolidated Income Statements as an impairment loss.
In a purchase and leaseback transaction where the seller/lessee effectively retains control of the flight equipment asset, the purchase and leaseback is accounted for as a loan financing.
Derivative financial instruments
We use derivative financial instruments to manage our exposure to interest rate risks. Derivatives are carried in our Consolidated Balance Sheets at fair value.
F-17

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

When cash flow hedge accounting treatment is applied, the changes in fair values related to the effective portion of the derivatives are recorded in accumulated other comprehensive income (loss) (“AOCI”), and the ineffective portion is recognized immediately in interest expense. Amounts reflected in AOCI related to the effective portion are reclassified into interest expense in the same period or periods during which the hedged transaction affects interest expense.
We discontinue hedge accounting prospectively when (i) we determine that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item; (ii) the derivative expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate. In all situations in which hedge accounting is discontinued and the derivative remains outstanding, we recognize the changes in the fair value in current-period earnings. The remaining balance in AOCI at the time we discontinue hedge accounting is not recognized in our Consolidated Income Statements unless it is probable that the forecasted cash flows will not occur. Such amounts are recognized in interest expense when the hedged transaction affects interest expense.
When cash flow hedge accounting treatment is not applied, the changes in fair values related to interest rate-related derivatives between periods are recognized in interest expense in our Consolidated Income Statements.
Net cash received or paid under derivative contracts is classified as operating cash flows in our Consolidated Statements of Cash Flows.
Other tangible fixed assets
Other tangible fixed assets consist primarily of leasehold improvements, computer equipment and office furniture, and are recorded at historical acquisition cost and depreciated at various rates over the asset’s estimated useful life on a straight-line basis. Depreciation expense on other tangible fixed assets is recorded in depreciation and amortization in our Consolidated Income Statements.
Investments
Equity securities without readily determinable fair values are carried at cost. For investments for which the equity method would otherwise be required, we may elect to account for our investment at fair value with all changes in fair value recognized in our Consolidated Income Statements. We have elected to account for our NAS Investment using the fair value option, where changes in fair value are recognized as a gain or loss in our Consolidated Income Statements.
Fair value measurements
Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We measure the fair value of our derivatives and our equity investments which we have elected to account for at fair value on a recurring basis and measure the fair value of flight equipment, goodwill and definite-lived intangible assets on a non-recurring basis. Refer to Note 31—Fair value measurements. Assets acquired and liabilities assumed as part of the GECAS Transaction were measured at their fair values on the acquisition date. Refer to Note 4—GECAS Transaction.
Income taxes
Income tax expense is comprised of both current and deferred taxes. We recognize income tax expense in our Consolidated Income Statements, our Consolidated Statements of Comprehensive Income, and in our Consolidated Statements of Equity to the extent that it relates to items recognized directly in equity. We recognize the benefit of tax positions only to the extent that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. We release tax effects from AOCI using a separate identification approach. We recognize interest and penalties related to underpayment of income taxes in income tax expense (benefit) in our Consolidated Income Statements and as a liability in accounts payable, accrued expenses and other liabilities in our Consolidated Balance Sheets.
F-18

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Deferred tax assets and liabilities
We recognize deferred taxes resulting from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities using the liability method. The differences are calculated at nominal value using the enacted tax rate applicable at the time the temporary difference is expected to reverse. Deferred tax assets attributable to losses carried forward or deductible temporary differences are reduced by a valuation allowance if it is more likely than not that such losses will not be utilized to offset future taxable incom
Accrued maintenance liability
We use the expense as incurred model for planned major maintenance. Under this method, the estimated maintenance costs are expensed in the period incurred. In many instances, there is a short-term timing difference between when we incur the expense and the actual payment of this liability to the third-party maintenance provider. When these timing differences occur, we recognize an expense and accrue the corresponding liability in the Accrued maintenance liability line item on our Consolidated Balance Sheets.
When we lease a used aircraft, the maintenance condition of the aircraft generally will be less than 100% as a result of maintenance life usage by the prior lessee. For the next lessee of the used aircraft, we generally agree to reimburse the cost of the maintenance usage from the prior lessee, if and when the next lessee performs a qualifying maintenance event. These additional payments to our lessees related to prior lessee maintenance usage are generally referred to as “top-up” or lessor contribution payments which are considered to be a lessor cost and are expensed in the period incurred. These payments are in addition to our reimbursements of supplemental maintenance rents received from the current lessee during the lease period based on utilization.
In cases of a lessor contribution, where an aircraft is subject to lease, we consider the maintenance event to be incurred when the maintenance event is completed by the lessee and we confirm that the maintenance event qualifies for reimbursement under the lease provisions. In cases where the aircraft is not subject to lease and we are directing the maintenance activity, we consider the maintenance to be incurred over the period the maintenance activity is performed.
For all lease contracts acquired as part of the GECAS and ILFC transactions, we determined the fair value of our maintenance liability, including lessor maintenance contributions, using the present value of the expected cash outflows. The discounted amounts are accreted in subsequent periods to their respective nominal values up until the expected maintenance event dates using the effective interest method. The accretion amounts are recorded as increases to interest expense in our Consolidated Income Statements.
Debt and deferred debt issuance costs
Long-term debt is carried at the principal amount borrowed, including unamortized discounts and premiums, fair value adjustments and debt issuance costs, where applicable. We amortize the amount of discounts, premiums and fair value adjustments over the period the debt is outstanding using the effective interest method. The costs we incur for issuing debt are capitalized and amortized as an increase to interest expense over the life of the debt using the effective interest method. Debt issuance costs related to our line-of-credit arrangements that are undrawn are presented within other assets.
Revenue recognition
We lease flight equipment principally under operating leases and recognize basic lease rental income over the life of the lease. At lease inception, we review all necessary criteria to determine proper lease classification. We account for lease agreements that include uneven rental payments on a straight-line basis. The amount of the difference between basic lease rental revenue recognized and cash received is included in other assets, or in the event it is a liability, in accounts payable, accrued expenses and other liabilities.
Lease agreements where rent is based on floating interest rates are included in minimum lease payments based on the floating interest rate that existed at the commencement of the lease. Increases or decreases in lease payments that result from subsequent changes in the floating interest rate are considered contingent rentals and are recorded as increases or decreases in lease revenue in the period of the interest rate change.
F-19

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Our lease contracts normally include default covenants, which generally obligate the lessee to pay us damages to put us in the position we would have been in had the lessee performed under the lease in full.
We periodically evaluate the collectability of our operating lease contracts to determine the appropriate revenue recognition and measurement model to apply to each lessee. Accrual-based revenue recognition ceases on an operating lease contract when the collection of the rental payments is no longer probable and thereafter rental revenues are recognized using a cash receipts basis (“Cash Accounting”). In the period when collection of lease payments is no longer probable, any difference between revenue amounts recognized to date under the accrual method and payments that have been collected from the lessee, including security deposit amounts held, is recognized as a current period adjustment to lease revenue. Subsequently, revenues are recognized based on the lesser of the straight-line rental income or the lease payments collected from the lessee until such time that collection is probable. We apply significant judgment in assessing at each reporting date whether operating rental payments are probable of collection by reference to the credit status of each lessee, including lessees in bankruptcy-type arrangements, the extent of overdue balances and other relevant factors. During the year ended December 31, 2021, we recognized a decrease in basic lease rents of $296 million due to the application of Cash Accounting.
Revenue from investment in finance leases is recognized using the interest method to produce a constant yield over the life of the lease and is included in basic lease rents for investment in finance leases and other income for loans.
Most of our lease contracts require rental payments in advance. Rental payments received but unearned are recorded as deferred revenue in our Consolidated Balance Sheets.
Under our flight equipment leases, the lessee is responsible for maintenance, repairs and other operating expenses during the term of the lease. Under the provisions of many of our leases, the lessee is required to make payments of supplemental maintenance rents which are calculated with reference to the utilization of the airframe, engines and other major life-limited components during the lease. We record as lease revenue all supplemental maintenance rent receipts not expected to be reimbursed to the lessee. We estimate the total amount of maintenance reimbursements for the lease term and only record maintenance revenue after we have received sufficient maintenance rents to cover the total amount of estimated maintenance reimbursements during the remaining lease term.
In most lease contracts not requiring the payment of supplemental maintenance rents, and to the extent that the aircraft is redelivered in a different condition than at acceptance, we generally receive EOL cash compensation for the difference at redelivery. Upon lease termination, we recognize receipt of EOL cash compensation as lease revenue to the extent those receipts exceed the EOL maintenance rights asset, and we recognize leasing expenses when the EOL maintenance rights asset exceeds the EOL cash received.
The accrued maintenance liability existing at lease termination, if any, is recognized as lease revenue net of the MR contract maintenance rights asset. When flight equipment is sold, the portion of the accrued maintenance liability not specifically assigned to the buyer is released net of any maintenance rights asset balance and is included in net gain on sale of assets.
Other income consists of proceeds from claims sales, interest revenue, management fee revenue, insurance proceeds and income related to other miscellaneous activities. We recognize revenue from bankruptcy claim sales when collectability of sales proceeds is reasonably assured and contingencies, if any, are resolved. Interest revenue from notes receivable and other interest-bearing instruments is recognized using the effective yield method as interest accrues under the associated contracts. Management fee revenue is recognized as income as it accrues over the life of the contract. Income from the receipt of lease termination penalties is recorded at the time cash is received or when the lease is terminated, if revenue recognition criteria are met.
F-20

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Net gain on sales of assets
We sell flight equipment in the normal course of our operations to manage our fleet and to realize the residual value of the assets at the end of their economic lives. These sales may include aircraft, engines or helicopters on lease to airlines as well as assets that are not on lease. In some cases, the terms and conditions of asset sale transactions may include continuing equity or debt investments in the asset, post-sale performance guarantees of asset cash flows or servicing arrangements. The presence of any of these terms and conditions requires us to determine whether control of the underlying asset has been transferred to the buyer, and whether we no longer have significant ownership risk in the asset, both of which are required for a sale and resulting gain or loss to be recognized.
Allowance for credit losses
We are exposed to credit losses on our investment in finance leases, net, and loans and notes receivable (collectively “Financing Receivables”). The credit exposure of our Financing Receivables reflects the risk that our customers fail to meet their payment obligations and the risk that the aircraft value in an investment in finance lease, net is less than the unguaranteed residual value.
We estimate the expected risk of loss of our Financing Receivables over the remaining life using a probability of default and net exposure analysis. The probability of default is estimated based on historical cumulative default data, adjusted for current conditions of similarly risk-rated counterparties over the contractual term. The net exposure is estimated based on the exposure, net of the estimated aircraft value in the instance of investment in finance leases, net, and other cash collateral, including security deposits and maintenance-related deposits, over the contractual term. We also estimate the expected risk of loss on the unguaranteed residual value based on the estimated value of the aircraft at the expiry of the finance lease.
Current expected credit loss provisions are classified as leasing expenses in our Consolidated Income Statements, with a corresponding allowance for credit loss amount reported as a reduction in the carrying amount of the related balance sheet amount. A write-off is recorded when all or part of the Financing Receivable is deemed uncollectable. Write-offs are charged against previously established allowances for credit losses. Partial or full recoveries of amounts previously written off are generally recognized as a reduction in the provision for credit losses. Refer to Note 26—Allowance for credit losses for further details.
Post-retirement benefit plans
We maintain defined benefit pension plans for some of our employees. We recognize net periodic pension costs associated with these plans in selling, general and administrative expenses and recognize the unfunded status of the plan, if any, in accounts payable, accrued expenses and other liabilities. The change in fair value of the funded pension liability that is not related to the net periodic pension cost is recorded in AOCI. The projection of benefit obligation and fair value of plan assets require the use of assumptions and estimates, including discount rates. Actual results could differ from those estimates. Furthermore, we maintain defined contribution plans for the employees who do not fall under the defined benefit pension plans. We recognize an expense for contributions to the defined contribution plans in selling, general and administrative expenses in the period in which the employee services are rendered, and to the extent not already paid, as a liability in accounts payable, accrued expenses and other liabilities.
Share-based compensation
Employees may receive AerCap share-based awards, consisting of restricted stock units or restricted stock. Share-based compensation expense is determined by reference to the fair value of the restricted stock units or restricted stock on the grant date and is recognized on a straight-line basis over the requisite service period. Share-based compensation expense is classified in selling, general and administrative expenses.
F-21

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Foreign currency
Foreign currency transactions are translated into U.S. dollars at the exchange rate prevailing at the time of the transaction. Receivables or payables denominated in foreign currencies are remeasured into U.S. dollars at the exchange rate prevailing at the balance sheet date. All resulting exchange gains and losses are recorded in selling, general and administrative expenses in our Consolidated Income Statements. Foreign currency exchange gains or losses on our investment at fair value are recorded in gain (loss) on investment at fair value in our Consolidated Income Statements.
Variable interest entities
We consolidate VIEs in which we have determined that we are the PB. We use judgment when determining (i) whether an entity is a variable interest entity (“VIE”); (ii) who are the variable interest holders; (iii) the elements and degree of control that each variable interest holder has; and (iv) ultimately which party is the PB. When determining which party is the PB, we perform an analysis which considers (i) the design of the VIE; (ii) the capital structure of the VIE; (iii) the contractual relationships between the variable interest holders; (iv) the nature of the VIE’s operations; and (v) the purposes and interests of all parties involved, including related parties. While we consider these factors, our conclusion about whether to consolidate ultimately depends on the breadth of our decision-making ability and our ability to influence activities that significantly affect the economic performance of the VIE. We continually re-evaluate whether we are the PB for VIEs in which we hold a variable interest.
Earnings per share
Basic Earnings (Loss) Per Share (“EPS”) is computed by dividing income available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. For the purposes of calculating diluted EPS, the denominator includes both the weighted average number of ordinary shares outstanding during the period and the weighted average number of potentially dilutive ordinary shares, such as restricted stock units, restricted stock and stock options. In a period where a net loss is recognized, the denominator of the dilutive EPS calculation does not include potentially dilutive ordinary shares.
Reportable segments
We manage our business and analyze and report our results of operations on the basis of one business segment: leasing, financing, sales and management of commercial flight equipment.
F-22

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Recent accounting standards adopted during the year ended December 31, 2020:
Allowance for credit losses
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016-13, Financial Instruments-Credit Losses (“ASC 326”). ASC 326 replaced the incurred loss methodology with an expected loss methodology referred to as the current expected credit loss (“CECL”) methodology. The CECL methodology utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses for most financial assets measured at amortized cost and certain other instruments, including loan and other receivables and investment in finance and sales-type leases, net. Our investment in finance and sales-type leases, net and notes receivable are the primary financial assets within the scope of ASC 326. Our trade receivables related to aircraft operating leases are not within the scope of ASC 326.
On January 1, 2020, we adopted ASC 326 under a modified retrospective approach. The cumulative effect of measuring the allowance for credit losses under the CECL methodology, as a result of adopting ASC 326 on January 1, 2020, was an increase to the allowance for credit losses of $30.3 million and a decrease to retained earnings of $25.8 million, net of tax. Results for reporting periods after January 1, 2020 are presented under ASC 326, while prior period amounts continue to be reported in accordance with the previously applicable U.S. GAAP methodology.
Accounting for lease concessions related to the effects of the Covid-19 pandemic
In April 2020, the FASB issued an interpretive guidance Staff Q&A Accounting for lease concessions related to the effects of the Covid-19 pandemic (the “Q&A”). The Q&A is applicable to companies whose leases are affected by the economic disruptions caused by the Covid-19 pandemic. The Q&A provides that a company may elect to account for lease concessions as though those concessions existed regardless of whether the enforceable rights and obligations for the concessions explicitly exist in the contract. As a result, an entity is not required to analyze each contract to determine whether enforceable rights and obligations for concessions exist in the contract and can elect to apply or not apply the lease modification guidance in ASC 842, Leases, to those contracts. This election is available for concessions that result in the total payments required by the modified contract being substantially the same as or less than the total payments required by the original contract.
Effective beginning in the period ended March 31, 2020, we have elected to account for lease concessions related to the effects of the Covid-19 pandemic consistently with how those concessions would be accounted for under ASC 842 as though enforceable rights and obligations for those concessions existed (regardless of whether those enforceable rights and obligations for the concessions explicitly exist in the contract). This election is available for concessions related to the effects of the Covid-19 pandemic that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee.


F-23

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
3. Summary of significant accounting policies (Continued)

Future application of accounting standards:
Reference Rate Reform
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASC 848”). ASC 848 provided temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to reduce the financial reporting burden in light of the market transition from London Interbank Offered Rates (“LIBOR”) and other reference interest rates to alternative reference rates.
Under ASC 848, companies can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform if certain criteria are met. An entity that makes this election would not be required to remeasure the contracts at the modification date or reassess a previous accounting determination. The amendments of ASC 848 apply only to contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The amendments in ASU 2020-04 are effective from March 12, 2020 through December 31, 2022 and can be adopted prospectively for any interim period that includes or is subsequent to March 12, 2020. We have not adopted ASC 848 for this annual period and are currently evaluating the impact that adopting the standard may have on our financial statements.
As of December 31, 2021, we had approximately $7.9 billion of floating rate debt outstanding that used either one-month, three-month or six-month USD LIBOR as the applicable reference rate to calculate interest on such debt, of which $6.0 billion is set to mature after June 30, 2023. As of December 31, 2021, we had approximately $6.3 billion notional amount of floating rate derivatives outstanding that used either one-month, three-month or six-month USD LIBOR. Certain of our floating rate debt and derivatives contain LIBOR transition fall-back provisions and we expect to transition to the Secured Overnight Financing Rate (“SOFR”) on or before June 30, 2023.


F-24

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
4. GECAS Transaction
AerCap completed the acquisition of 100% of GECAS, GE’s commercial aviation lessor and financier, on the Closing Date. Under the terms of the transaction agreement, GE received 111.5 million newly issued AerCap shares, $23 billion of cash and $1 billion of AerCap senior notes. Immediately following the completion of the GECAS Transaction, GE held approximately 46% of our issued and outstanding ordinary shares. AerCap is now the global leader across all areas of aviation leasing.
The total consideration paid to GE had a value of $30.2 billion based on AerCap’s closing price per share of $59.04 on October 29, 2021. On the Closing Date, immediately after completing the GECAS Transaction, all GECAS assets were transferred substantially as an entirety to AerCap, and AerCap assumed substantially all of the liabilities of GECAS.
In connection with the GECAS Transaction, on October 29, 2021, AerCap Global Aviation Trust (“AerCap Trust”) and AerCap Ireland Capital Designated Activity Company (“AICDC”) co-issued an aggregate principal amount of $21 billion of senior unsecured notes (the “GECAS Acquisition Notes”). The proceeds from the issuance of the GECAS Acquisition Notes were used to fund a portion of the cash consideration to be paid in the GECAS Transaction, and to pay related fees and expenses, with any excess proceeds to be used for general corporate purposes. On November 1, 2021, AerCap Trust and AICDC also co-issued an aggregate principal amount of $1 billion of 1.90% senior unsecured notes due 2025 to a subsidiary of GE in connection with the closing of the GECAS Transaction. Refer to Note 15—Debt.
Immediately following the completion of the GECAS Transaction, GE held approximately 46% of our issued and outstanding ordinary shares. The GE shares are subject to a lock-up period which will expire in stages from nine to 15 months after the Closing Date. GE has entered into agreements with AerCap regarding voting restrictions, standstill provisions and certain registration rights.
The consideration transferred to effect the GECAS Transaction consisted of the following:
Cash consideration$22,583,992 
111,500,000 AerCap ordinary shares issued multiplied by AerCap closing share price per share
of $59.04 on October 29, 2021
6,582,960
AerCap notes issued to GE1,000,000
Consideration transferred$30,166,952 


F-25

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
4. GECAS Transaction (Continued)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Closing Date:
Final Amounts Recognized as of the Closing Date
Cash and cash equivalents$151,554 
Restricted cash4,850 
Flight equipment held for operating leases, net23,108,835 
Investment in finance leases, net1,165,382 
Prepayments on flight equipment2,990,414 
Maintenance rights and lease premium, net (a)3,984,212 
Associated companies555,212 
Accrued maintenance liability(1,234,857)
Deferred tax liabilities(1,195,168)
Other assets and liabilities (b)636,518 
Estimate of fair value of net assets acquired$30,166,952 
Consideration Transferred$30,166,952 
Goodwill$— 
(a) Includes $2.8 billion maintenance rights asset and $1.2 billion lease premium asset, net.
(b) The fair value of the assets acquired includes current trade receivables of $245 million. The gross amount due under the contracts is $463 million.

AerCap reported transaction and integration-related expenses related to the GECAS Transaction as provided in the table below. These expenses are included in transaction and integration-related expenses in our Consolidated Income Statement.
Year ended
December 31, 2021
Banking fees$186,474 
Professional fees and other expenses105,417 
Severance and other compensation expenses43,075 
$334,966 
The acquired GECAS business contributed total revenues and other income of $0.4 billion and net income of $49 million to AerCap for the period beginning November 1, 2021, and ended December 31, 2021.
F-26

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
4. GECAS Transaction (Continued)

The following unaudited pro forma summary presents consolidated information of AerCap as if the business combination had occurred on January 1, 2020:
Year Ended December 31,
20212020
Total revenues and other income$7,866,898 $8,062,582 
Net income1,935,570 11,845 
The most significant pro forma adjustments were to reflect the (net of tax) impact of: (i) the amortization of lease premium as an adjustment to revenue; (ii) the expensing of the maintenance rights asset, which occurs when the lease ends for EOL contracts or when the lessee provides us with an invoice for reimbursement relating to the cost of a qualifying maintenance event that relates to pre-acquisition usage for MR contracts. The related pro forma adjustment was based on the estimated annual charge in the first full year after the acquisition; (iii) the depreciation and amortization expenses related to the fair value adjustments to aircraft and other intangibles; (iv) the interest expense on the existing debt, taking into account the fair value adjustment to the debt as of the Closing Date; (v) the interest expense related to the acquisition financing, as if the financing occurred as of January 1, 2020; (vi) other interest expense adjustments relating to the maintenance and security deposit liabilities; and (vii) nonrecurring transaction and integration-related expenses, as if they had been incurred as of January 1, 2020 instead of 2021.
The above unaudited pro forma financial information is for informational purposes only and does not necessarily reflect the actual results of operations had the GECAS Transaction been completed on January 1, 2020. The pro forma information did not adjust for gain on sales and impairment charges. These pro forma amounts are not designed to represent the future expected financial results of AerCap. The GECAS Transaction resulted in significant increases of our asset and liabilities, as well as revenues and expenses.
Application of the Acquisition Method of Accounting

We applied the acquisition method of accounting and measured the identifiable assets acquired and liabilities assumed at their respective fair values on the Closing Date. These fair values were determined primarily using the income approach and were primarily based on significant inputs and assumptions that are not observable in the market. The fair value measurement of each major asset acquired and liability assumed is discussed separately below:
Flight equipment held for operating leases, net: We measured the fair value of the GECAS flight equipment in its estimated physical condition as of the Closing Date using contractual lease cash flows adjusted by lessee credit risk, estimated follow-on lease cash flows and estimated residual values. We included contracted lease cash flows in the fair value where applicable for the remainder of the existing lease terms and expected follow-on lease cash flows using estimated market lease rental rates and an estimated residual value based on the flight equipment type, age, and airframe and engine configuration, as applicable and required. The aggregate cash flows were then discounted to present value. The discount rate was based on the type and age of flight equipment and incorporated market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Key inputs and assumptions underlying the income approach and the projected cash flows are discussed further below:
(a)    The contracted leases were adjusted to current market rents as appropriate, and accounted for approximately 49% of the flight equipment’s fair value.
(b)    For in-production, younger aircraft, residual values were assumed after the extension of the existing lease or new lease. The residual value assumption was based on an internal model. The residual values for in-production younger aircraft accounted for approximately 28% of the flight equipment’s fair value.

F-27

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
4. GECAS Transaction (Continued)

(c)    For most aircraft, an extension of the existing lease or a new lease was assumed based on our knowledge of the lessee’s fleet plans and expected market lease rents. The extensions and new leases accounted for approximately 14% of the flight equipment’s fair value.
(d)    To determine the residual values for out-of-production, older aircraft that are at the end of their economic life, we assumed that these aircraft are to be sold for parts at the conclusion of their respective leases (“Part-out Residual”). The Part-out Residual values were based on an internal part-out model. Part-out Residual values accounted for approximately 9% of the flight equipment’s fair value.
(e)    The discount rate assumption is based on our knowledge of market returns and leverage and was 6.5%.

Investment in finance leases, net: We determined the fair value of the GECAS investment in finance leases, net using an income approach based on the present value of the current contracted finance leases for the remainder of the terms, and an estimated residual value where we retain the residual value risk. The cash flows were then discounted to present value using a discount rate of 6.5%. The discount rate incorporated market participant assumptions regarding the likely debt and equity financing components and the required returns of those financing components. Key inputs and assumptions underlying the income approach relate to the counterparty’s ability to fulfil their obligations under the existing contracts and an appropriate discount rate.
Maintenance rights asset and lease premium, net: We determined the fair value of the GECAS maintenance rights assets associated with contracts with EOL compensation provisions based on the present value of the expected cash flows, measured as the difference between the aircraft physical maintenance condition at the Closing Date and the specified contractual return condition at the end of the respective lease term, adjusted for the credit risk of the lessee. The fair value of the maintenance rights assets associated with contracts where the lessee provides maintenance reserve payments based on usage during the lease term was determined based on the present value of reimbursements to lessees for maintenance events relating to pre-acquisition usage expected during the remaining post-acquisition lease term. The expected cash flows of the EOL compensation provision and maintenance reserve-paying lease contracts are discounted at market rates of return that reflect the relative risk of achieving the expected cash flows of the assets and the time value of money.
We determined the fair value of the lease premium based on the present value of the expected cash flows calculated as the difference between the contractual lease payments, adjusted for lessee credit risk, and the lease payments that the aircraft could generate over the remaining lease term based on current market rates.
Accrued maintenance liability: We determined the fair value of the GECAS maintenance liabilities, including amounts we agreed to contribute to certain maintenance events that the lessee incurs during the lease term (“Lessor Contributions”) relating to pre-acquisition aircraft usage. The fair value was determined based on the present value of expected cash outflows during the remaining lease term consisting of expected reimbursements of maintenance reserves and expected lessor contributions at the time of the forecasted maintenance event. These two cash flows are based on estimated maintenance intervals and estimated cost to perform the maintenance event. The cash flows were discounted to their respective present values using a market rate of return that reflects the relative risk of the cash flows and the time value of money.
Income taxes: AerCap and GECAS have agreed to treat the GECAS Transaction as a deemed “asset sale” for U.S. federal income tax purposes and will, with respect to each target entity that is a domestic corporation for U.S. federal income tax purposes, jointly make an election under Section 338(h)(10) of the Internal Revenue Code, as amended (the “Code”), to similarly treat such stock purchases for legal purposes as deemed asset sales for U.S. federal income tax purposes. As a result of the tax structure of this transaction, AerCap will have a tax basis equal to fair market value (a “step-up”) in certain of the legacy GECAS U.S.-owned assets, including flight equipment. In the months following closing, a significant portion of the legacy GECAS U.S.-owned assets and related liabilities were transferred to Ireland. These assets and liabilities are subject to corporation tax in Ireland.

F-28

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
5. Cash, cash equivalents and restricted cash
Our restricted cash balance was $186.0 million and $246.5 million as of December 31, 2021 and 2020, respectively, and was primarily related to our Export Credit Agency (“ECA”) financings, Export-Import Bank of the United States (“Ex-Im”) financings, our AerFunding revolving credit facility, our Brazilian Development Bank (“BNDES”) financing and other debt. Refer to Note 15—Debt.
The following is a summary of our cash, cash equivalents and restricted cash as of December 31, 2021 and 2020:
As of December 31,
20212020
Cash and cash equivalents$1,728,794 $1,248,772 
Restricted cash185,959 246,518 
Total cash, cash equivalents and restricted cash$1,914,753 $1,495,290 

6. Flight equipment held for operating leases, net
Movements in flight equipment held for operating leases during the years ended December 31, 2021 and 2020 were as follows:
Year Ended December 31,
20212020
Net book value at beginning of period$35,156,450 $35,870,781 
GECAS Transaction23,108,835 — 
Additions2,368,677 2,108,539 
Depreciation(1,712,991)(1,620,185)
Disposals and transfers to held for sale(955,028)(169,503)
Transfers to investment in finance leases, net(12,478)(46,623)
Impairment (Note 25)(128,409)(986,559)
Net book value at end of period$57,825,056 $35,156,450 
Accumulated depreciation and impairment as of December 31, 2021 and 2020, respectively:$(11,201,741)$(9,825,647)

F-29

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)



7. Investment in finance leases, net
Components of investment in finance leases, net as of December 31, 2021 and 2020 were as follows:
As of December 31,
2021 (a)2020
Future minimum lease payments to be received, net$1,275,379 $608,950 
Estimated residual values of leased flight equipment1,131,419 589,872 
Less: Unearned income(406,286)(260,708)
Less: Allowance for credit losses (Note 26)(71,292)(59,663)
$1,929,220 $878,451 
(a) $1.2 billion was acquired on the Closing Date as part of the GECAS Transaction. Refer to Note 4—GECAS Transaction.
Investment in finance leases consists of direct financing leases, leveraged leases and sales-type leases of aircraft and engines and represents net unpaid rentals and estimated unguaranteed residual values of leased equipment, less related deferred income. The Company has no general obligation for principal and interest on notes or other instruments representing third-party participation related to leveraged leases; such notes and other instruments have not been included in liabilities but have been offset against the related rentals receivable in the table above.
Our share of net lease payments on leveraged leases is subordinate to the share of other participants who also have security interests in the leased equipment. For federal income tax purposes, we are entitled to deduct the interest expense accruing on non-recourse financings related to leveraged leases.
As of December 31, 2021, the cash flows receivable, including the estimated residual value at lease termination, from finance, sales-type and leveraged leases were as follows:
Cash flows receivable
2022$479,965 
2023616,314 
2024367,030 
2025246,283 
2026244,850 
Thereafter452,356 
Undiscounted cash flows receivable$2,406,798 
Less: Unearned income(406,286)
Less: Allowance for credit losses(71,292)
$1,929,220 
During the years ended December 31, 2021 and 2020, we recognized interest income from investment in finance leases, net of $61.3 million and $54.1 million, respectively, included in basic lease rents.

F-30

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
8. Flight equipment held for sale
Generally, flight equipment is classified as held for sale when the sale is probable, the asset is available for sale in its present condition, and it is expected to be sold within one year. Flight equipment assets are reclassified from flight equipment held for operating leases to flight equipment held for sale at the lower of the asset carrying value or fair value, less costs to sell. Depreciation is no longer recognized for flight equipment classified as held for sale.
As of December 31, 2021, 13 aircraft with a total net book value of $304.4 million were classified as flight equipment held for sale in our Consolidated Balance Sheet. Aggregate maintenance and security deposit amounts received from lessees of approximately $16.4 million will be assumed by the buyers of these aircraft upon consummation of the individual sale transactions.
As of December 31, 2020, no aircraft were classified as flight equipment held for sale in our Consolidated Balance Sheet.

F-31

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
9. Intangibles
Maintenance rights and lease premium, net
Maintenance rights and lease premium, net consisted of the following as of December 31, 2021 and 2020:
As of December 31,
20212020
Maintenance rights$3,292,007 $642,825 
Lease premium, net1,152,513 7,089 
$4,444,520 $649,914 
Movements in maintenance rights during the years ended December 31, 2021 and 2020 were as follows:
Year Ended December 31,
20212020
Maintenance rights at beginning of period$642,825 $794,798 
GECAS Transaction2,790,324 — 
EOL and MR contract maintenance rights expense(7,048)(45,655)
MR contract maintenance rights write-off due to maintenance liability release(17,260)(35,897)
EOL contract maintenance rights write-off due to cash receipt(114,472)(51,463)
EOL and MR contract maintenance rights write-off due to sale of aircraft and impairment(2,362)(18,958)
Maintenance rights at end of period$3,292,007 $642,825 
The following tables present details of lease premium assets and related accumulated amortization as of December 31, 2021:
As of December 31, 2021
Gross carrying
amount		Accumulated
amortization		Net carrying
amount
Lease premium (a)$1,216,541 $(64,028)$1,152,513 
(a) $1.2 billion was acquired on the Closing Date as part of the GECAS Transaction. Refer to Note 4—GECAS Transaction.
Lease premium assets that are fully amortized are removed from the gross carrying amount and accumulated amortization columns in the tables above. The weighted average amortization period remaining for lease premium is 6.2 years.
During the year ended December 31, 2021, we recorded amortization expense for lease premium assets of $48.2 million.
F-32

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
9. Intangibles (Continued)



As of December 31, 2021, the estimated future amortization expense for lease premium assets was as follows:

Estimated amortization expense
2022$242,004 
2023210,865 
2024192,232 
2025142,957 
2026115,935 
Thereafter248,520 
$1,152,513 

Other intangibles
Other intangibles consisted of the following as of December 31, 2021 and 2020:
As of December 31,
20212020
Customer relationships, net$198,412 $219,589 
Other intangible assets10,467 5,045 
$208,879 $224,634 
The following tables present details of customer relationships and related accumulated amortization as of December 31, 2021 and 2020:
As of December 31, 2021
Gross carrying
amount		Accumulated
amortization		Net carrying
amount
Customer relationships$360,000 $(161,588)$198,412 
As of December 31, 2020
Gross carrying
amount		Accumulated
amortization		Net carrying
amount
Customer relationships$360,000 $(140,411)$219,589 
During the years ended December 31, 2021, 2020 and 2019, we recorded annual amortization expense for customer relationships of $21.2 million. The weighted average amortization period remaining for customer relationships is 9.4 years.

F-33

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
9. Intangibles (Continued)

As of December 31, 2021, the estimated future amortization expense for customer relationships was as follows:
Estimated amortization expense
2022$21,176 
202321,176 
202421,176 
202521,176 
202621,176 
Thereafter92,532 
$198,412 
10. Associated companies
As of December 31, 2021 and 2020, associated companies accounted for under the equity method of accounting consisted of the following:
% Ownership as of December 31, 2021As of December 31,
20212020 (a)
Shannon Engine Support Ltd (“SES”)50.0$530,815 $— 
AerDragon Aviation Partners Limited and its Subsidiaries (“AerDragon”)16.781,336 72,861 
AerLift Leasing Limited and Subsidiaries (“AerLift”)39.331,047 31,681 
Einn Volant Aircraft Leasing Holdings Ltd. (“EV”) 9.521,020 — 
Acsal Holdco, LLC (“ACSAL”)19.421,018 18,112 
Gilead Aviation Designated Activity Company (“Gilead”) 9.913,713 — 
Mubadala Infrastructure Investments Limited (“MIP”)5.76,138 — 
$705,087 $122,654 
(a)Prior year amounts have been reclassified from Other Assets to conform to current year presentation. Refer to Note 11—Other Assets.
Our share of undistributed earnings of investments in which our ownership interest is less than 50% was $85 million and $42 million as of December 31, 2021 and 2020, respectively.

F-34

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
11. Other assets
Other assets consisted of the following as of December 31, 2021 and 2020:
As of December 31,
20212020
Notes receivable, net of allowance for credit losses (a) (b)$616,883 $529,172 
Straight-line rents, prepaid expenses and other452,259 125,541 
Loans receivable, net of allowance for credit losses (c)403,378 — 
Lease incentives158,417 177,028 
Operating lease ROU assets, net (Note 17)95,814 40,603 
Inventory48,584 — 
Investments (d)45,254 15,411 
Debt issuance costs30,065 20,722 
Other tangible fixed assets25,418 22,512 
Derivative assets (Note 12)16,909 3,303 
Other receivables, net (e)455,036 172,488 
$2,348,017 $1,106,780 
(a)Notes receivable as of December 31, 2021 and 2020 included $587 million and $490 million, respectively, related to agreements we have executed with customers to reschedule certain lease payments under our leases that are due at the reporting dates. Notes receivable as of December 31, 2021 and 2020 also included $30 million and $39 million, respectively, related to aircraft sale and other transactions.
(b)As of December 31, 2021 and December 31, 2020, we had a $41 million and $7 million, respectively, allowance for credit losses on notes receivable. Refer to Note 26—Allowance for credit losses for further details.
(c)As of December 31, 2021, we had a $5 million allowance for credit losses on loans receivable. Refer to Note 26—Allowance for credit losses for further details. During the years ended December 31, 2021 and 2020, we recognized interest income from loans receivable, net of allowance for credit losses of $4 million and nil, respectively, included in other income.
(d)Prior year amounts of $123 million have been reclassified to Associated companies to conform to current year presentation. Refer to Note 10—Associated companies.
(e)Other receivables as of December 31, 2021 include $66 million receivable from GE. Refer to Note 29—Related party transactions.
F-35

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)

12. Derivative financial instruments
We have entered into interest rate derivatives to hedge the current and future interest rate payments on our variable rate debt. These derivative financial instruments can include interest rate swaps, caps, floors, options and forward contracts.
As of December 31, 2021, we had interest rate caps and swaps outstanding, with underlying variable benchmark interest rates ranging from one to six-month U.S. dollar LIBOR.
Some of our agreements with derivative counterparties require a two-way cash collateralization of derivative fair values. We had not advanced any cash collateral to, or received any cash collateral from, counterparties as of December 31, 2021 or 2020.
The counterparties to our interest rate derivatives are primarily major international financial institutions. We continually monitor our positions and the credit ratings of the counterparties involved and limit the amount of credit exposure to any one party. We could be exposed to potential losses due to the credit risk of non-performance by these counterparties. We have not experienced any losses to date.
Our derivative assets are recorded in other assets and our derivative liabilities are recorded in accounts payable, accrued expenses and other liabilities in our Consolidated Balance Sheets.
The following tables present notional amounts and fair values of derivatives outstanding as of December 31, 2021 and 2020:
As of December 31,
20212020
Notional
amount (a)		Fair valueNotional
amount (a)		Fair value
Derivative assets not designated as accounting cash flow hedges:
Interest rate caps$2,703,500 $14,203 $3,022,000 $2,790 
Derivative assets designated as accounting cash flow
hedges:
Interest rate swaps$— $— $— $— 
Interest rate caps475,000 2,706 475,000 513 
Total derivative assets$16,909 $3,303 
(a)The notional amount is excluded for caps and swaps which are not yet effective.
As of December 31,
20212020
Notional
amount (a)		Fair valueNotional
amount (a)		Fair value
Derivative liabilities not designated as accounting cash
flow hedges:
Interest rate swaps$500,000 $6,627 $400,000 $14,933 
Derivative liabilities designated as accounting cash
flow hedges:
Interest rate swaps$2,616,000 $64,570 $3,331,000 $152,370 
Total derivative liabilities$71,197 $167,303 
(a)The notional amount is excluded for swaps which are not yet effective.
F-36

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
12. Derivative financial instruments (Continued)

We recorded the following in other comprehensive gain or loss related to derivative financial instruments for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Gain (Loss)
Effective portion of change in fair market value of derivatives designated as
accounting cash flow hedges:
Interest rate swaps$87,800 $(62,967)$(102,725)
Interest rate caps2,193 (5,846)(38)
Derivative premium and amortization 3,437 1,597 — 
Income tax effect(11,679)8,402 12,845 
Net gain (loss) on derivatives, net of tax$81,751 $(58,814)$(89,918)
We expect to reclassify approximately $48 million from AOCI as an increase in interest expense in our Consolidated Income Statements over the next 12 months.
The following table presents the effect of derivatives recorded in interest expense in our Consolidated Income Statements for the years ended December 31, 2021, 2020 and 2019.
Year Ended December 31,
202120202019
Gain (Loss)
Derivatives not designated as accounting hedges:
Interest rate caps and swaps$19,718 $(14,369)$(29,714)
Reclassification to Consolidated Income Statements:
Reclassification of amounts previously recorded in AOCI(76,682)(53,539)3,381 
Loss recognized in interest expense$(56,964)$(67,908)$(26,333)

F-37

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
13. Accounts payable, accrued expenses and other liabilities
Accounts payable, accrued expenses and other liabilities consisted of the following as of December 31, 2021 and 2020:
As of December 31,
20212020
Accounts payable and accrued expenses$850,215 $222,203 
Deferred revenue510,715 399,820 
Accrued interest352,374 270,576 
Operating lease liabilities (Note 17)173,595 49,423 
Derivative liabilities (Note 12)71,197 167,303 
$1,958,096 $1,109,325 
14. Accrued maintenance liability
Movements in accrued maintenance liability during the years ended December 31, 2021 and 2020 were as follows:
Year Ended December 31,
20212020
Accrued maintenance liability at beginning of period$1,750,395 $2,190,159 
GECAS Transaction1,234,857 — 
Maintenance payments received448,516 345,699 
Maintenance payments returned(209,087)(412,492)
Release to income upon sale(20,428)(95,042)
Release to income other than upon sale(273,146)(344,210)
Lessor contribution, top ups and other(30,456)66,281 
Accrued maintenance liability at end of period$2,900,651 $1,750,395 

F-38

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt
As of December 31, 2021, the principal amount of our outstanding indebtedness totaled $50.5 billion, which excluded debt issuance costs, debt discounts and debt premium of $344 million, and our undrawn lines of credit and other available secured debt were $10.6 billion, availability of which is subject to certain conditions, including compliance with certain financial covenants. As of December 31, 2021, we remained in compliance with the financial covenants across our various debt agreements.
The following table provides a summary of our indebtedness as of December 31, 2021 and 2020:
As of December 31,
20212020
Debt obligationCollateral (number of aircraft and helicopters)CommitmentUndrawn
amounts		Amount outstandingWeighted average interest rate (a)MaturityAmount outstanding
Unsecured
ILFC Legacy Notes$1,034,274 $— $1,034,274 6.63 %2022$1,198,888 
AerCap Trust & AICDC
    Notes		34,167,202 — 34,167,202 3.07 %204112,797,126 
Revolving credit facilities (b)9,034,000 9,034,000 — — 2025— 
Other unsecured debt1,874,000 — 1,874,000 1.83 %20241,759,000 
Fair value adjustment— — 4,210 21,716 
TOTAL UNSECURED$46,109,476 $9,034,000 $37,079,686 $15,776,730 
Secured
Export credit facilities (c)42 1,276,557 — 1,276,557 2.08 %20331,023,912 
Institutional secured term
    loans & secured portfolio loans		277 8,428,534 — 8,428,534 2.50 %20326,989,633 
AerFunding Revolving Credit
    Facility		26 2,075,000 1,291,512 783,488 2.85 %20252,074,881 
Other secured debt (d)23 991,592 290,750 700,842 3.29 %2039778,273 
Fair value adjustment— — 2,361 (1,827)
TOTAL SECURED$12,771,683 $1,582,262 $11,191,782 $10,864,872 
Subordinated
Subordinated notes2,250,000 — 2,250,000 4.94 %20792,250,000 
Subordinated debt issued by VIEs27,219 — 27,219 — 202643,521 
Fair value adjustment— — (215)(219)
TOTAL SUBORDINATED$2,277,219 $— $2,277,004 $2,293,302 
Debt issuance costs, debt discounts
    and debt premium		(343,794)(192,823)
368 $61,158,378 $10,616,262 $50,204,678 $28,742,081 
(a)The weighted average interest rate for our floating rate debt of $9.5 billion is calculated based on the applicable U.S. dollar LIBOR or SOFR rate as of the most recent interest payment date of the respective debt, and excludes the impact of related derivative financial instruments which we hold to hedge our exposure to floating interest rates, as well as any amortization of debt issuance costs, debt discounts and debt premium. The institutional secured term loans and secured portfolio loans also contain base rate interest alternatives.
(b)Asia Revolver and Citi Revolvers (the “Revolving credit facilities”)
(c)An additional $0.8 billion of commitment has been approved by the Export Credit Agencies, subject to customary conditions at drawdown.
(d)In addition to the 23 aircraft, 74 engines are pledged as collateral.



F-39

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt (Continued)

As of December 31, 2021, all debt was issued or guaranteed by AerCap with the exception of the AerFunding Revolving Credit Facility, and the Glide Funding term loan facility.
Maturities of our debt financings (excluding fair value adjustments, debt issuance costs, debt discounts and debt premium) as of December 31, 2021 were as follows:
Maturities of debt financing (a)
2022$3,982,938 
20237,329,640 
20248,910,800 
20256,130,155 
20265,939,562 
Thereafter18,249,021 
$50,542,116 
(a)For further detail on debt maturities, please refer to “Item 5. Operating and Financial Review and Prospects—Contractual obligations.”

During the years ended December 31, 2021, 2020 and 2019, we amortized as interest expense debt issuance costs, debt discounts and debt premium of $65.8 million, $57.2 million and $69.5 million, respectively.
AerCap Trust & AICDC Notes
From time to time, AerCap Trust and AICDC have co-issued additional senior unsecured notes (the “AGAT/AICDC Notes”).
The following table provides a summary of the outstanding AGAT/AICDC Notes as of December 31, 2021:
Maturities of AGAT/AICDC Notes
2022$867,202 
20234,700,000 
20246,800,000 
20253,650,000 
20265,250,000 
Thereafter12,900,000 
$34,167,202 
All of the AGAT/AICDC Notes bear interest at fixed rates ranging from 0.68% to 6.5%.
The AGAT/AICDC Notes are jointly and severally and fully and unconditionally guaranteed by AerCap Holdings N.V. and by AerCap Ireland Limited (“AerCap Ireland”), AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC. Except as described below, the AGAT/AICDC Notes are not subject to redemption prior to their stated maturity and there are no sinking fund requirements. We may redeem each series of the AGAT/AICDC Notes in whole or in part, at any time, at a price equal to 100% of the aggregate principal amount plus the applicable “make-whole” premium plus accrued and unpaid interest, if any, to the redemption date.



F-40

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt (Continued)

The indentures governing the AGAT/AICDC Notes contain customary covenants that, among other things, restrict our, and our restricted subsidiaries’, ability to incur liens on assets and to consolidate, merge, sell, or otherwise dispose of all or substantially all of our assets. The indentures also provide for customary events of default, including, but not limited to, the failure to pay scheduled principal and interest payments on the AGAT/AICDC Notes, the failure to comply with covenants and agreements specified in the indentures, the acceleration of certain other indebtedness resulting from non-payment of that indebtedness and certain events of insolvency. If any event of default occurs, any amount then outstanding under the indentures may immediately become due and payable.
GECAS Acquisition Notes
AerCap Trust and AICDC co-issued an aggregate principal amount of $21 billion of senior unsecured notes (the “GECAS Acquisition Notes”) in connection with the GECAS Transaction on October 29, 2021. The GECAS Acquisition Notes consist of $1.75 billion aggregate principal amount of 1.15% Senior Notes due 2023, $3.25 billion aggregate principal amount of 1.65% Senior Notes due 2024, $1.0 billion aggregate principal amount of 1.75% Senior Notes due 2024, $3.75 billion aggregate principal amount of 2.45% Senior Notes due 2026, $3.75 billion aggregate principal amount of 3.0% Senior Notes due 2028, $4.0 billion aggregate principal amount of 3.3% Senior Notes due 2032, $1.5 billion aggregate principal amount of 3.4% Senior Notes due 2033, $1.5 billion aggregate principal amount of 3.85% Senior Notes due 2041 and $500 million aggregate principal amount of Floating Rate Senior Notes due 2023. The GECAS Acquisition Notes are fully and unconditionally guaranteed on a senior unsecured basis by AerCap and certain other AerCap subsidiaries. The proceeds from the issuance of the GECAS Acquisition Notes were used to fund a portion of the cash consideration to be paid in the GECAS Transaction, and to pay related fees and expenses, with any excess proceeds to be used for general corporate purposes.
On November 1, 2021, AerCap Trust and AICDC also co-issued an aggregate principal amount of $1 billion of 1.90% senior unsecured notes due 2025 to a subsidiary of GE in connection with the closing of the GECAS Transaction.
Revolving credit facilities
In March 2018, AerCap entered into a $950 million unsecured revolving and term loan agreement (the “Asia Revolver”) with a maturity of March 2022. In August 2021, AerCap amended and extended the Asia Revolver, reducing its size to $684 million and extending its maturity to February 2024.
In March 2014, AICDC entered into a senior unsecured revolving credit facility (the “Citi Revolver I”). In October 2019, AICDC amended the Citi Revolver I, increased the size to $4 billion (with an option for AerCap to increase the size by an additional $0.5 billion) and extended the maturity to February 2024.
On March 30, 2021, AerCap and AICDC entered into a $4.35 billion unsecured revolving credit agreement (the “Citi Revolver II”) with a syndicate of lenders and Citibank N.A., as administrative agent, and a maturity of September 30, 2025. On March 30, 2021, the Citi Revolver I was amended such that the terms of both the Citi Revolver I and the Citi Revolver II are the same (the “Citi Revolvers”).
The obligations under the revolving credit facilities are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. Availability of borrowings under the revolving credit facilities is subject to the satisfaction of customary conditions precedent. We have the right to terminate or cancel, in whole or in part, the unused portions of the commitment amounts. Availability of borrowings under the Citi Revolver II commenced upon the Closing Date.
The Revolving credit facilities contain covenants customary for unsecured financings of this type, including financial covenants that require us to maintain compliance with a maximum ratio of consolidated indebtedness to shareholders’ equity, a minimum fixed charge coverage ratio and a maximum ratio of unencumbered assets to certain financial indebtedness.
The facilities also contain covenants that, among other things, restrict, subject to certain exceptions, the ability of AerCap to sell assets, make certain restricted payments and incur certain liens.

F-41

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt (Continued)

Export credit facilities
The principal amounts under the export credit facilities amortize over ten-to 12-year terms. The export credit facilities require that SPEs controlled by the respective borrowers hold legal title to the financed flight equipment. Obligations under the export credit facilities are secured by, among other things, a pledge of the shares of the SPEs.
The obligations under the export credit facilities are guaranteed by AerCap Holdings N.V. and/or certain of its subsidiaries, as well as various export credit agencies.
Institutional secured term loans and secured portfolio loans
The following table provides details regarding the terms of our outstanding institutional secured term loans and secured portfolio loans:
As of December 31,
20212020
Collateral (Number of aircraft) (a)Amount outstandingWeighted average
interest rate		MaturityAmount outstanding
Institutional secured term loans
Setanta94$2,000,000 2.14 %2028$— 
Hyperion 581,050,000 1.97 %20231,050,000 
Secured portfolio loans
Celtago & Celtago II25869,550 2.77 %2025984,076 
Cesium15726,398 2.78 %2025791,480 
Goldfish13616,649 1.62 %2025671,060 
Scandium10573,770 3.14 %2025627,555 
Rhodium11506,202 2.97 %2026551,209 
Other secured facilities512,085,965 2.87 %2022-20322,314,253 
277$8,428,534 $6,989,633 
(a)These loans are secured by a combination of aircraft and the equity interests in the borrower and certain special purpose entity (“SPE”) subsidiaries of the borrower that own the aircraft.

Institutional secured term loans
The Hyperion institutional term loan was originally entered into in 2014. The obligations of the borrowers of the loan are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.
A $2 billion institutional secured term loan (“Setanta”) was entered into on November 5, 2021. The proceeds from the Setanta loan were used to repay the amount borrowed under the Term Loan Credit Agreement. The obligations of the borrowers of the loan are guaranteed by AerCap Holdings N.V. and AerCap Ireland.
Both the Hyperion loan and the Setanta loan contain customary covenants and events of default for financings of this type, including covenants that limit the ability of the subsidiary borrowers and their subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors, the subsidiary borrowers and their subsidiaries to consolidate, merge or dispose of all or substantially all of their assets and enter into transactions with affiliates.
Secured portfolio loans
The obligations of each of the respective borrowers under each secured portfolio loan are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries.

F-42

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt (Continued)

These loans contain customary covenants and events of default for financings of this type, including covenants that limit the ability of the borrower and its subsidiaries to incur additional indebtedness and create liens, and covenants that limit the ability of the guarantors and the borrower and its subsidiaries to consolidate, merge or dispose of all or substantially all of their assets or enter into transactions with affiliates.
AerFunding Revolving Credit Facility
AerFunding 1 Limited (“AerFunding”) is an SPE whose share capital is owned 95% by a charitable trust and 5% by AerCap Ireland. AerFunding is a consolidated subsidiary formed for the purpose of acquiring aircraft assets. In April 2006, AerFunding entered into a non-recourse senior secured revolving credit facility. In December 2020, this facility was amended to extend its revolving period to June 2022, following which there is a 32-month term out period.
Borrowings under the AerFunding Revolving Credit Facility are secured by, among other things, security interests in and pledges or assignments of equity ownership and beneficial interests in all of the subsidiaries of AerFunding, as well as by AerFunding’s interests in the leases of its assets.
In March 2022, AerFunding amended this facility, extending the revolving period to September 2024, following which there is a 30-month term out period. The final maturity date of the AerFunding Revolving Credit Facility is March 2027.
Other secured debt
AerCap has entered into a number of financings, provided by a range of banks and non-bank financial institutions, to fund the purchase of aircraft and for general corporate purposes.
The majority of the financings are guaranteed by AerCap and are secured by, among other things, a pledge of the shares of the subsidiaries owning the related aircraft and, in certain cases, a mortgage on the applicable aircraft. All of our financings contain affirmative covenants customary for secured financings of this type.
Subordinated debt
The following table provides a summary of the outstanding subordinated debt as of December 31, 2021:
As of December 31,
20212020
Amount
outstanding		Weighted average interest rateMaturityAmount
outstanding
ECAPS Subordinated Notes (a)$1,000,000 3.47 %2065$1,000,000 
2045 Subordinated Notes500,000 6.50 %2045500,000 
2079 Subordinated Notes750,000 5.88 %2079750,000 
$2,250,000 $2,250,000 
(a)Enhanced Capital Advantaged Preferred Securities (“ECAPS”).

ECAPS Subordinated Notes
In December 2005, ILFC issued two tranches of subordinated notes in an aggregate principal amount of $1 billion. Both the $400 million and $600 million tranches have a floating interest rate, with margins of 1.80% and 1.55% respectively, plus the highest of three-month LIBOR, ten-year constant maturity U.S. Treasury, and 30-year constant maturity U.S. Treasury.
Upon consummation of the ILFC Transaction, the subordinated notes were assumed by AerCap Trust, and AerCap Holdings N.V. and certain of its subsidiaries became guarantors. ILFC remains a co-obligor under the indentures governing the subordinated notes. The addition of these subsidiary guarantors did not affect the subordinated ranking of these notes.

F-43

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt (Continued)

The ECAPS contain customary financial tests, including a minimum ratio of equity to total managed assets and a minimum fixed charge coverage ratio. Failure to comply with these financial tests will result in a “mandatory trigger event.” If a mandatory trigger event occurs and we are unable to raise sufficient capital in a manner permitted by the terms of the subordinated debt to cover the next interest payment on the subordinated debt, a “mandatory deferral event” will occur, requiring us to defer all interest payments and prohibiting the payment of cash dividends on AerCap Trust’s or ILFC’s capital stock or its equivalent until both financial tests are met or we have raised sufficient capital to pay all accumulated and unpaid interest on the subordinated debt. Mandatory trigger events and mandatory deferral events are not events of default under the indenture governing the subordinated debt.
2045 Junior Subordinated Notes
In June 2015, AerCap Trust issued $500 million of junior subordinated notes due 2045 (the “2045 Junior Subordinated Notes”). The 2045 Junior Subordinated Notes currently bear interest at a fixed interest rate of 6.5% and, beginning in June 2025, will bear interest at a rate of three-month LIBOR plus 4.3%.
The 2045 Junior Subordinated Notes are guaranteed by AerCap Holdings N.V. and certain of its subsidiaries. We may defer any interest payments on the 2045 Junior Subordinated Notes for up to five consecutive deferral periods. At the end of five years following the commencement of any deferral period, we must pay all accrued and unpaid deferred interest, including compounded interest.
We may at our option redeem the 2045 Junior Subordinated Notes before their maturity in whole or in part, at any time and from time to time, on or after June 15, 2025 at 100% of their principal amount plus any accrued and unpaid interest thereon.
The 2045 Junior Subordinated Notes are junior subordinated unsecured obligations, rank equally with all of the issuer’s and the guarantors’ future equally ranking junior subordinated indebtedness, if any, and are subordinate and junior in right of payment to all of the issuer’s and the guarantors’ existing and future unsubordinated indebtedness.
2079 Junior Subordinated Notes
In October 2019, AerCap Holdings N.V. issued $750 million of junior subordinated notes due 2079 (the “2079 Junior Subordinated Notes”). The 2079 Junior Subordinated Notes currently bear interest at a fixed interest rate of 5.875% and, from October 2024, will bear interest at a rate equal to the five-year U.S. Treasury Rate plus 4.535%, to be reset on each subsequent five-year anniversary.
We may forgo payment of interest on the 2079 Junior Subordinated Notes for any interest period. Upon a forgoing of interest, we will have no obligation to pay the forgone interest on the payment date or at any future date. The 2079 Junior Subordinated Notes are guaranteed by certain of AerCap Holdings N.V.’s subsidiaries.
We may at our option redeem the 2079 Junior Subordinated Notes before their maturity in whole or in part on October 10, 2024 (the “First Call Date”) and on each subsequent five-year anniversary of the First Call Date, at 100% of their principal amount plus any accrued and unpaid interest thereon for the then-current six-month interest period.
The 2079 Junior Subordinated Notes are junior subordinated unsecured obligations, rank equally with all of the issuer’s and the guarantors’ future equally ranking junior subordinated obligations, if any, and are subordinate and junior in right of payment to all of the issuer’s and the guarantors’ present and future creditors (i) who are unsubordinated creditors, (ii) who are subordinated only to the claims of unsubordinated creditors, or (iii) who are subordinated creditors except those whose claims rank equally with or junior to the 2079 Junior Subordinated Notes. As of December 31, 2021, the 2079 Junior Subordinated Notes rank senior only to the issuer’s and the guarantors’ common and preferred stock.
Subordinated debt issued by VIEs
In 2008 and 2010, AerCap purchased subordinated loan notes issued by the VIEs. The subordinated debt held by AerCap is eliminated in consolidation of the VIEs.

F-44

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
15. Debt (Continued)

GECAS Transaction Financings
Bridge Credit Facility and Term Loan Credit Facility
On March 30, 2021, AerCap and AICDC entered into a $19 billion 364-day unsecured Bridge Credit Agreement (the “Bridge Credit Facility”) and a $5.0 billion twelve-month Term Loan Credit Agreement (the “Term Loan Credit Agreement” and, together with the Bridge Credit Facility, the “GECAS Transaction Financings”), each with a syndicate of lenders and Citibank, N.A., as administrative agent. The amortization of commitment costs is included in transaction and integration-related expenses. The obligations under each of the GECAS Transaction Financings were guaranteed by AerCap and certain of its subsidiaries.
On October 29, 2021, the Bridge Credit Facility was terminated in connection with the closing of the GECAS Transaction. On November 1, 2021, $2 billion was drawn under the Term Loan Credit Agreement to pay a portion of the cash consideration due under the transaction agreement. On November 5, 2021, the Term Loan Credit Agreement was repaid and terminated in connection with the closing of the GECAS Transaction.
F-45

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
16. Income taxes
Our subsidiaries are subject to taxation in a number of tax jurisdictions, principally Ireland and the United States.
The following table presents our income tax expense (benefit) by tax jurisdiction for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Deferred tax (benefit) expense
Ireland$(26,968)$(31,387)$154,134 
United States 7,566 6,180 11,327 
Other2,076 (707)14,974 
(17,326)(25,914)180,435 
Deferred tax (benefit) expense related to the net
change in valuation allowance
Ireland3,128 1,882 2,358 
United States109 12,085 (18,425)
Other8,184 (8,935)(1,870)
11,421 5,032 (17,937)
Current tax expense (benefit)
Ireland160,866 — — 
United States 1,198 3,016 789 
Other6,378 635 4,427 
168,442 3,651 5,216 
Income tax expense (benefit)$162,537 $(17,231)$167,714 
The following table provides a reconciliation of the income tax expense (benefit) at the domestic statutory income tax rate in Ireland, where the Company is tax resident, to income tax expense (benefit) for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Income tax expense (benefit) at statutory income tax rate of 12.5%
$143,490 $(39,327)$167,580 
Permanent differences14,133 (a)22,486 (b)(949)(c)
Foreign rate differential4,914 (390)1,083 
19,047 22,096 134 
Income tax expense (benefit)$162,537 $(17,231)$167,714 
(a)The 2021 permanent differences included the following tax-effected amounts: non-deductible expenses of $19.1 million, non-taxable income of $18.9 million, a valuation allowance change in respect of U.S., Dutch and Irish tax losses of $6.5 million and other permanent differences of $7.4 million.
(b)The 2020 permanent differences included non-deductible goodwill impairment, non-deductible interest, non-deductible share-based compensation in Ireland, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
(c)The 2019 permanent differences included non-deductible interest, non-deductible share-based compensation in Ireland and in the Netherlands, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.

F-46

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
16. Income taxes (Continued)

The following tables present our foreign rate differential by tax jurisdiction for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31, 2021
Pre-tax income (loss)Local statutory tax rate
Variance to Irish statutory tax rate of 12.5%
Tax variance as a result of global activities (b)
Tax jurisdiction
Ireland$1,201,968 12.5 %— $— 
United States 42,253 21.0 %8.5 %3,592 
Other22,274 18.4 %5.9 %1,322 
Taxable income adjusted for temporary differences$1,266,495 $4,914 
Permanent differences (c)(118,578)
Income before income taxes and income of investments
 accounted for under the equity method
$1,147,917 
Year Ended December 31, 2020
Pre-tax income (loss)Local statutory tax rate (a)
Variance to Irish statutory tax rate of 12.5%
Tax variance as a result of global activities (b)
Tax jurisdiction
Ireland$(160,739)12.5 %— $— 
United States 101,339 21.0 %8.5 %8,614 
Other(75,332)24.5 %12.0 %(9,004)
Taxable loss$(134,732)$(390)
Permanent differences (d)(179,886) 
Loss before income taxes and income of investments
 accounted for under the equity method
$(314,618)

F-47

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
16. Income taxes (Continued)

Year Ended December 31, 2019
Pre-tax income (loss)Local statutory tax rate (a)
Variance to Irish statutory tax rate of 12.5%
Tax variance as a result of global activities (b)
Tax jurisdiction
Ireland$1,324,100 12.5 %— $— 
United States (30,041)21.0 %8.5 %(2,553)
Other38,987 21.8 %9.3 %3,636 
Taxable income$1,333,046 $1,083 
Permanent differences (e)7,596 
Income before income taxes and income of investments
 accounted for under the equity method
$1,340,642 
(a)The local income tax expense for our significant tax jurisdictions (Ireland and the United States) does not differ from the actual income tax expense.
(b)The tax variance as a result of global activities is primarily caused by our operations in countries with a higher or lower statutory tax rate than the statutory tax rate in Ireland.
(c)The 2021 permanent differences included non-deductible expenses of $152.8 million, non-taxable income of $151.2 million and other permanent differences of $116.9 million.
(d)The 2020 permanent differences included non-deductible goodwill impairment, non-deductible interest, non-deductible share-based compensation in Ireland, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
(e)The 2019 permanent differences included non-deductible interest, non-deductible share-based compensation in Ireland and in the Netherlands, and a valuation allowance change in respect of U.S., Dutch and Irish tax losses.
Income before income taxes and income of investments accounted for under the equity method for 2021 includes $1,084 million relating to Ireland.
The calculation of income for income tax purposes differs significantly from financial statement income. Deferred tax is provided to reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured under tax law in the various jurisdictions. Operating loss carryforwards and accelerated tax depreciation on flight equipment held for operating leases give rise to the most significant temporary differences.
The following tables provide details regarding the principal components of our deferred tax liabilities and assets by jurisdiction as of December 31, 2021 and 2020:
As of December 31, 2021
IrelandUnited StatesOtherTotal
Depreciation/Impairment$(3,091,396)$214,404 $(7,103)$(2,884,095)
Intangibles(390,846)(7,092)— (397,938)
Accrued maintenance liability(20,286)292 — (19,994)
Obligations under capital leases and debt obligations(2,079)(178,299)— (180,378)
Associated companies— (10,507)— (10,507)
Deferred losses on sale of assets— 17,079 — 17,079 
Valuation allowance(10,664)(112,177)(29,236)(152,077)
Operating loss and tax credit carryforwards1,726,510 87,199 27,314 1,841,023 
Other(185,787)9,863 (848)(176,772)
Net deferred tax (liabilities) assets$(1,974,548)$20,762 $(9,873)$(1,963,659)

F-48

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
16. Income taxes (Continued)

As of December 31, 2020
IrelandUnited StatesOtherTotal
Depreciation/Impairment$(2,154,075)$(14,014)$11,070 $(2,157,019)
Intangibles(3,560)(3,986)— (7,546)
Accrued maintenance liability(1,985)410 — (1,575)
Obligations under capital leases and debt obligations(3,343)— — (3,343)
Associated companies— (7,836)— (7,836)
Deferred losses on sale of assets— 20,534 — 20,534 
Valuation allowance(7,536)(50,805)(21,052)(79,393)
Operating loss and tax credit carryforwards1,410,570 67,697 28,411 1,506,678 
Other(52,443)1,002 (958)(52,399)
Net deferred tax (liabilities) assets$(812,372)$13,002 $17,471 $(781,899)
The net deferred tax liabilities as of December 31, 2021 of $1,963.7 million were recognized in our Consolidated Balance Sheet as deferred tax assets of $121.6 million (consisting of gross deferred tax assets of $273.7 million less valuation allowances of $152.1 million) and as deferred tax liabilities of $2,085.2 million.
The net deferred tax liabilities as of December 31, 2020 of $781.9 million were recognized in our Consolidated Balance Sheet as deferred tax assets of $131.5 million and as deferred tax liabilities of $913.4 million.
The following table presents the movements in the valuation allowance for deferred tax assets during the years ended December 31, 2021 and 2020:
Year Ended December 31,
20212020
Valuation allowance at beginning of period$79,393 $74,361 
GECAS Transaction61,263 — 
(Decrease) Increase of allowance included in income tax expense11,421 5,032 
Valuation allowance at end of period$152,077 $79,393 
As of December 31, 2021 and 2020, we had $37.5 million and $30.7 million, respectively, of unrecognized tax benefits. Substantially all of the unrecognized tax benefits as of December 31, 2021, if recognized, would affect our effective tax rate. Although it is reasonably possible that a change in the balance of unrecognized tax benefits may occur within the next 12 months, based on the information currently available, we do not expect any change to be material to our consolidated financial condition.
Our major tax jurisdictions are Ireland and the United States. Our tax returns are open for examination in Ireland from 2016 forward and in the United States from 2014 forward.

F-49

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
16. Income taxes (Continued)

Global Tax Reform
On October 8, 2021, 136 countries, including Ireland, approved a statement, known as the OECD BEPS Inclusive Framework (“IF”), providing a framework for BEPS 2.0, which builds upon the Blueprints and a prior iteration of the IF signed by 130 countries on July 1, 2021. The revised Pillar Two Blueprint includes a global minimum effective tax rate of 15% for groups with a global turnover in excess of €750 million, subject to certain exclusions. The OECD published detailed rules to assist in the implementation of the Pillar 2 rules on December 20, 2021. These detailed rules should allow some countries to introduce the Pillar 2 rules into domestic legislation during the course of 2022 (to be effective 2023 at the earliest). As noted above, the EU intends to implement the Pillar 2 measures by way of a Directive. It is this Directive which, if it enters into force, will ultimately be transposed into Irish domestic legislation. On December 22, 2021, the European Commission published a proposed EU directive to incorporate the Pillar 2 tax rules into EU law. Further publications in relation to this are expected from the OECD and the EU in the coming months. Although it is difficult to determine the degree to which these changes may result in an increase in our effective tax rate and cash tax liabilities in future periods, these developments make it more likely that this initiative will have an adverse impact on our effective tax rate and cash tax liabilities in future periods.
Ireland
Since 2006, the enacted Irish corporate income tax rate has been 12.5%. Some of our Irish tax-resident operating subsidiaries have significant operating loss carryforwards as of December 31, 2021, which give rise to deferred tax assets. The availability of these operating loss carryforwards of $13.8 billion does not expire with time. In addition, the vast majority of all of our Irish tax-resident subsidiaries are entitled to accelerated aircraft depreciation for income tax purposes and shelter net taxable income with the surrender of losses on a current year basis within the Irish tax group. Based on projected taxable profits in our Irish subsidiaries, we expect to recover the majority of the value of our Irish tax assets and have not recognized a valuation allowance against such assets, with the exception of $10.7 million, as of December 31, 2021. There are also $7.7 million of tax credit carryforwards available in Ireland. A valuation allowance has been recognized in full against these tax credit carryforwards.
United States
Our U.S. subsidiaries are assessable to federal and state U.S. taxes. During 2021, subsequent to the GECAS Transaction, we had one significant group of U.S. companies that file a consolidated return. The blended federal and state tax rate applicable to our combined U.S. group was 21.3% for the year ended December 31, 2021. Our U.S. federal net operating losses generated for tax years beginning before December 31, 2017 of $310.7 million expire between 2028 and 2038. The U.S. federal net operating losses generated in tax years beginning after December 31, 2017 of $90.9 million have an unlimited carryforward period.


F-50

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
17. Leases
We lease office space in several locations globally under operating lease arrangements, and in limited instances may enter into operating or finance leases for flight equipment. Our leases have remaining lease terms of up to 18 years, and in some cases we have options to extend the lease terms for up to ten years. Our finance lease arrangements may be terminated prior to their original expiration date at our discretion.
As of December 31, 2021 and 2020, operating lease ROU assets net of lease incentives and lease deficiencies included in other assets were $95.8 million and $40.6 million, respectively, and operating lease liabilities included in accounts payable, accrued expenses and other liabilities were $173.6 million and $49.4 million, respectively. As of December 31, 2021 and 2020, finance lease liabilities included in other secured debt were $140.5 million and $110.7 million, respectively.
As of December 31, 2021 and 2020, supplemental balance sheet information related to leases was as follows:
December 31, 2021December 31, 2020
Operating leasesFinance leasesOperating leases Finance leases
Weighted average remaining lease term (years)5.015.38.315.5
Weighted average discount rate3.5 %6.5 %6.6 %6.5 %
As of December 31, 2021, maturities of operating and finance lease liabilities were as follows:
Operating leasesFinance leases
2022$46,763 $12,361 
202349,679 12,361 
202446,725 12,361 
202512,393 12,361 
20266,850 12,361 
Thereafter30,824 185,843 
Total lease payments$193,234 $247,648 
Less imputed interest(19,639)(107,185)
Present value of lease liabilities$173,595 $140,463 
F-51

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
18. Equity
On November 1, 2021, AerCap completed the GECAS Transaction. Under the terms of the agreement, GE received 111.5 million newly issued AerCap ordinary shares. Refer to Note 4—GECAS Transaction for further details.
During the year ended December 31, 2021, we did not have any authorized share repurchase programs.
The following table presents our share repurchase programs for the year ended December 31, 2020:
Program approval dateProgram end dateAuthorized amountProgram completion date
November 2019June 30, 2020200,000 Expired
January 2020June 30, 2020250,000 Expired


F-52

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
19. Share-based compensation
Under our equity incentive plans, we grant restricted stock units and restricted stock, and previously granted stock options, to directors, officers and employees to attract and retain them on competitive terms, and to incentivize superior performance with a view to creating long-term value for the benefit of the Company, its shareholders and other stakeholders.
AerCap equity grants
In March 2012, we implemented an equity incentive plan (the “Equity Incentive Plan 2012”) which provides for the grant of equity awards to participants of the plan selected by the Nomination and Compensation Committee of our Board of Directors. The maximum number of equity awards available under the plan is equivalent to 8,064,081 ordinary shares. The Equity Incentive Plan 2012 is not open for equity awards to our directors.
On May 14, 2014, we implemented an equity incentive plan (the “Equity Incentive Plan 2014”) which provides for the grant of equity awards to participants of the plan selected by the Nomination and Compensation Committee of our Board of Directors. The maximum number of equity awards initially available under the plan was equivalent to 4,500,000 ordinary shares. The 2021 AGM increased the number of equity awards available under the plan to 8,500,000 ordinary shares. The Equity Incentive Plan 2014 is open for equity awards to our directors.
The Equity Incentive Plan 2014 and Equity Incentive Plan 2012 are collectively referred to herein as “AerCap Equity Plans.”
The terms and conditions, including the vesting conditions, of the equity awards granted under AerCap Equity Plans are determined by the Nomination and Compensation Committee and, for our directors, by the Board of Directors in line with the remuneration policies approved by the General Meeting of Shareholders. The vesting periods of the majority of equity awards range between three and five years. Our long-term equity awards are subject to long-term performance vesting criteria, based on the Company’s U.S. GAAP EPS budget over the specified periods, in order to promote and encourage superior performance over a prolonged period of time. During 2021, restricted stock units with a market and service-based vesting condition were issued to certain senior executives. An independent valuation was obtained to support the fair value attributable to these restricted stock units to reflect the market vesting condition. Some of our officers and employees receive annual equity awards as part of their compensation package. All outstanding awards of restricted stock units are convertible into ordinary shares of the Company at a ratio of one-to-one, prior to deduction for payroll withholding taxes, if applicable. Ordinary shares subject to outstanding equity awards, which are not issued or delivered by reason of, amongst others, the cancellation or forfeiture of such awards or the withholding of such ordinary shares to settle tax obligations, shall again be available under the AerCap Equity Plans.
F-53

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
19. Share-based compensation (Continued)

The following table presents movements in the outstanding restricted stock units and restricted stock under the AerCap Equity Plans during the year ended December 31, 2021:
Year Ended December 31, 2021
Number of service-based restricted stock units and restricted stockNumber of performance-based restricted stock units and restricted stockWeighted average grant date fair value of service-based grants ($)Weighted average grant date fair value of performance-based grants ($)
Number at beginning of period2,108,403 2,254,212 $43.81 $49.11 
Granted (a) (b)1,949,786 3,265,427 53.57 52.67 
Vested (c)(908,588)(509,847)50.94 51.85 
Forfeited(8,722)— 45.67 — 
Number at end of period3,140,879 5,009,792 $47.80 $51.15 
(a)Includes 3,832,382 shares of restricted stock granted under the AerCap Equity Plans, of which 3,506,094 shares of restricted stock were issued, with the remaining 326,288 ordinary shares being withheld and applied to pay the taxes involved. As part of the 326,288 ordinary shares withheld to pay for taxes, 169,673 ordinary shares were treated as granted and subsequently vested on the grant date under specific Irish tax legislation. As a result, we recognized an expense of $9.7 million on the grant dates associated with these ordinary shares.
(b)Includes 625,000 restricted stock units that have a market and service-vesting condition with an aggregate fair value of $26.5 million at the grant date of these restricted stock units (weighted average fair value of $42.33 per share). 312,500 of these restricted stock units will vest if the executives remain in continuous employment until April 30, 2026, and the AER share price reaches an average of at least $75 based on the average of the closing prices of the shares on the New York Stock Exchange over any period of 30 consecutive calendar days during the period beginning on November 1, 2021 and ending on the vesting Date. 312,500 of these restricted stock units will vest if the executives remain in continuous employment until April 30, 2026, and the AER share price reaches an average of at least $90 based on the average of the closing prices of the shares on the New York Stock Exchange over any period of 30 consecutive calendar days during the period beginning on November 1, 2021 and ending on the vesting date.
(c)984,972 restricted stock units, which were previously granted under the AerCap Equity Plans, vested. In connection with the vesting of the restricted stock units, the Company issued, in full satisfaction of its obligations, 609,557 ordinary shares to the holders of these restricted stock units, with the remainder being withheld and applied to pay the taxes in respect of those awards. Restrictions on 263,790 shares of restricted stock (235,629 shares of restricted stock net of withholding for taxes) lapsed during the period. In addition, 169,673 ordinary shares were treated as granted and subsequently vested on the grant dates, as described in (a) above.
In general, the amount of share-based compensation expense is determined by reference to the fair value of the restricted stock units or restricted stock on the grant date, based on the trading price of the Company’s shares on the grant date and reflective of the probability of vesting. As noted above, restricted stock units with a market condition were issued during 2021. An independent fair market valuation was obtained to reflect the market condition.
The following table presents our expected share-based compensation expense based on existing grants, assuming that the established performance criteria are met and that no forfeitures occur:
Expected share-based compensation expense
(U.S. Dollars in millions)
2022$90.8 
202369.9 
202457.5 
202530.0 
20265.9 

F-54

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
20. Post-retirement benefit plans

We maintain defined benefit plans and defined contribution pension plans for our employees.
Defined benefit plans
We provide insured defined benefit pension plans covering a number of our employees. The plans provide benefits to employees based on formulas recognizing length of service and earnings. The plans are closed to new participants but will continue to accrue benefits for existing participants. We determine the funded status of these plans with the assistance of actuaries. During the year ended December 31, 2021, we recognized a $9.3 million, net of tax, actuarial gain in Accumulated Other Comprehensive Income. Based on ASC 715, this was calculated assuming a discount rate of 1.3%, and various assumptions regarding the future funding and pay out. As the funded status of our defined benefit plans are in a net liability position, the balance is recorded within accounts payable, accrued expenses and other liabilities in the Consolidated Statements of Financial Position. As of December 31, 2021, we have recognized a liability in accounts payable, accrued expenses and other liabilities of $63.4 million which covers our projected benefit obligations exceeding the plans’ assets.
We provide an insured defined benefit pension plan covering some of our former GECAS employees. The plan provides benefits to employees based on formulas recognizing length of service and earnings. The plan was closed to new participants as of January 1, 2013. The following table presents the total pension plan participants:
As of December 31, 2021
Actives88
Frozen actives1
Deferreds93
Pensioners38
Number of participants at end of period220
Year Ended December 31, 2021
Service cost for benefits earned$1,258 
Interest cost on benefit obligations 352 
Expected return on plan assets(856)
Curtailment gain (a)(7,951)
Pension plan cost (benefit)$(7,197)
(a)A number of exits from active status took place during the period which resulted in a curtailment gain as a result of a reduction in PBO.
The components of net periodic benefit costs are included within selling, general and administrative expenses in the Consolidated Income Statements.
Assumptions used in pension calculations:
The plan is funded through a guaranteed insurance contract, and we determine the funded status of this plan with the assistance of an actuary. During the year ended December 31, 2021, we recognized a $5.1 million, net of tax, actuarial gain in AOCI. Based on ASC 715, this was calculated assuming a discount rate of 1.3%, and various assumptions regarding the future funding and pay out. Actuarial gains and losses are amortized into earnings over the average future working lifetime of the remaining active members of the plan. As of December 31, 2021 we recorded a liability in accounts payable, accrued expenses and other liabilities of $48.5 million which covers our projected benefit obligation exceeding the plan assets.
F-55

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
20. Post-retirement benefit plans (Continued)

The actuarial assumptions as of December 31, 2021 used to measure the year-end benefit obligations and pension cost are described in the following tables:
Assumptions used to measure pension benefit obligations and costs:
Year Ended December 31, 2021
Weighted average
Compensation increases3.95 %
Expected return on plan assets3.70 %
Discount rate1.30 %
Funded status:
As of December 31, 2021
Projected benefit obligations$(188,697)
Fair value of plan assets140,152 
Defined benefit obligation$(48,545)
Year Ended December 31, 2021
Funded status at beginning of period $— 
GECAS Transaction(64,801)
Net periodic pension income7,197 
Changes in funded status recognized in other comprehensive income5,855 
Company contributions during the period 1,981 
Exchange rate adjustment1,223 
Funded status at end of period $(48,545)
Benefit obligations:
Benefit obligations are described in the following tables. Accumulated and projected benefit obligations (“ABO” and “PBO,” respectively) represent the obligations of a pension plan for past service as of the measurement date. ABO is the present value of benefits earned to date with benefits computed based on current compensation levels. PBO is ABO increased to reflect expected growth in future compensation. The ABO for our plan was $166.4 million as of December 31, 2021.

F-56

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
20. Post-retirement benefit plans (Continued)

Projected benefit obligation:
As of December 31, 2021
Projected benefit obligation at beginning of period$— 
GECAS Transaction206,660 
Service cost for benefits earned1,258 
Interest cost on benefit obligations352 
Benefits paid(318)
Exchange rate adjustment(3,515)
Actuarial gain(7,789)
Curtailment gain (a)(7,951)
Projected benefit obligation at end of period$188,697 
(a)A number of exits from active status took place during the period which resulted in a curtailment gain as a result of a reduction in PBO.
Composition of plan assets:
Plan fiduciaries of our pension plan set investment policies and strategies for the assets held in trust and oversee its investment allocation, which includes selecting investment managers, commissioning periodic asset-liability studies and setting long-term strategic targets. Long-term strategic investment objectives take into consideration a number of factors, including the funded status of the plan, a balance between risk and return and the plan’s liquidity needs. Target allocation percentages are established at an asset class level by plan fiduciaries. Target allocation ranges are guidelines, not limitations, and occasionally plan fiduciaries will approve allocations above or below a target range.
The fair value of the pension plan’s investments is presented below, by class:
As of December 31, 2021
Debt securities$47,074 
Equity securities21,352 
Other 71,726 
Total plan assets$140,152 

Fair value of plan assets:
As of December 31, 2021
Fair value of plan assets at beginning of period$— 
GECAS Transaction141,859 
Employer contributions1,981 
Benefits paid(318)
Actual return on plan assets(1,077)
Exchange rate adjustment(2,293)
Fair value of plan assets at end of period$140,152 
F-57

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
20. Post-retirement benefit plans (Continued)

Investments in collective funds held within our pension plans are generally valued using the net asset value (“NAV”) per share as a practical expedient for fair value provided certain criteria are met. The NAVs are determined based on the fair values of the underlying investments in the funds. Investments that are measured at fair value using the NAV practical expedient are not required to be classified in the fair value hierarchy. As of December 31, 2021 substantially all of the plan assets met the criteria to be presented at NAV, with the remaining amounts being cash.
Asset allocation:
As of December 31, 2021
Target allocationActual allocation
Debt securities35 %34 %
Equity securities15 %15 %
Other 50 %51 %
Funding policy:
The funding policy for the GECAS defined benefit plan is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit and tax laws plus such additional amounts as we may determine to be appropriate. We expect to contribute approximately $4.6 million to this plan in 2022.
202220232024202520262027-2031
Estimated future benefit payments$1,474 $1,554 $1,674 $1,736 $1,917 $14,113 
Other
We provide a separate defined benefit pension plan covering a small number of our employees based on years of service and final pensionable pay. The plan is funded through contributions by the Company and invested in trustee administered funds, which was closed to new participants as of June 30, 2009, but will continue to accrue benefits for existing participants. This plan does not have a material impact on our Consolidated Balance Sheets or Consolidated Income Statements.
Defined contribution plans
We operate defined contribution pension plans for our employees that are not covered by the defined benefit plans. These plans do not have a material impact on our Consolidated Balance Sheets or Consolidated Income Statements.
F-58

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
21. Geographic information
The following table presents the percentage of lease revenue attributable to individual countries representing at least 10% of our total lease revenue in any year presented, based on each lessee’s principal place of business, for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Amount%Amount%Amount%
China (a)$782,297 17.7 %$835,317 19.3 %$874,145 18.7 %
United States 579,270 13.1 %502,976 11.6 %511,676 10.9 %
Other countries (b)3,050,436 69.2 %2,982,713 69.1 %3,296,445 70.4 %
Total$4,412,003 100.0 %$4,321,006 100.0 %$4,682,266 100.0 %
(a)Includes mainland China, Hong Kong and Macau.
(b)No individual country within this category, including Ireland, where our headquarters is located, accounts for more than 10% of our lease revenue.
The following table presents the percentage of long-lived assets, including flight equipment held for operating leases, flight equipment held for sale, investment in finance leases, net and maintenance rights assets, attributable to individual countries representing at least 10% of our total long-lived assets in any year presented, based on each lessee’s principal place of business, as of December 31, 2021 and 2020:
As of December 31,
20212020
Amount%Amount%
China (a)$9,995,971 15.8 %$7,472,852 20.4 %
United States9,654,045 15.3 %4,257,232 11.6 %
Other countries (b)43,582,858 68.9 %24,911,580 68.0 %
Total$63,232,874 100.0 %$36,641,664 100.0 %
(a)Includes mainland China, Hong Kong and Macau.
(b)No individual country within this category, including Ireland, where our headquarters is located, accounts for more than 10% of our long-lived assets.
During the years ended December 31, 2021, 2020 and 2019, we had no lessees that represented more than 10% of total lease revenue.
F-59

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
22. Selling, general and administrative expenses
Selling, general and administrative expenses consisted of the following for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Personnel expenses$150,286 $104,765 $122,453 
Share-based compensation96,087 (a)69,187 69,410 
Professional services28,999 24,480 24,287 
Office expenses15,417 12,974 14,095 
Travel expenses5,649 7,809 17,604 
Other expenses21,450 22,946 19,609 
$317,888 $242,161 $267,458 
(a)Share-based compensation expense is gross of a $10.5 million tax benefit.

23. Other income
Other income consisted of the following for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Proceeds from unsecured claims$635,075 $— $— 
Management fees15,725 9,701 12,445 
Interest and other income71,774 73,304 53,794 
$722,574 $83,005 $66,239 
Proceeds from unsecured claims primarily related to the sale of certain unsecured claims against LATAM Airlines Group S.A., as further described below.
On April 22, 2021, we entered into a claims sale and purchase agreement with a third-party for the sale of certain unsecured claims filed by various AerCap companies against LATAM Airlines Group S.A. and certain of its subsidiaries in the Chapter 11 case captioned LATAM Airlines Group S.A., et al., Case No. 20-11254 (JLG) (Jointly Administered). The sale of the unsecured claims is subject to such claims becoming allowed claims in the Bankruptcy Case and other customary closing conditions. The quantum of sale proceeds for each claim actually sold is determined as a percentage of the amount of such claim allowed by the Bankruptcy Court. To the extent any of our unsecured claims are not allowed by a specified date, the buyer has the option to terminate the agreement with respect to any or all such non-allowed claims, and to the extent the aggregate allowed amount of claims amount exceeds a specified amount, the buyer has the option not to purchase claims above the specified amount.
During the year ended December 31, 2021, the sale of a portion of the unsecured claims closed, subsequent to the Bankruptcy Court entering orders establishing the allowed claim amounts. The sale proceeds amount of approximately $595 million was recognized in Other income during the year ended December 31, 2021. We have other claim amounts outstanding that remain subject to the claims sale and purchase agreement and will be sold if and when such claims are allowed by the Bankruptcy Court.

F-60

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
24. Lease revenue
Our current operating lease agreements expire up to and over the next 18 years. The contracted minimum future lease payments receivable from lessees for flight equipment on non-cancelable operating leases for our owned aircraft, engines and helicopters as of December 31, 2021 were as follows:
Contracted minimum future lease payments receivable
2022$5,795,836 
20235,578,759 
20245,318,652 
20254,737,068 
20264,231,210 
Thereafter15,355,925 
$41,017,450 

F-61

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
25. Asset impairment
Asset impairment consisted of the following for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Flight equipment held for operating leases (Note 6)$128,409 $986,559 $69,383 
Goodwill— 58,094 — 
Flight equipment held for sale— 5,483 766 
Maintenance rights and other— 36,847 — 
$128,409 $1,086,983 $70,149 
Our long-lived assets include flight equipment held for operating lease and definite-lived intangible assets. We test long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable. We perform event-driven impairment assessments of our flight equipment held for operating lease each quarter.
During the year ended December 31, 2021, we recognized impairment charges related to sales transactions and lease terminations, which were more than offset by maintenance revenue recognized when we retained maintenance-related balances or received EOL compensation.
During the year ended December 31, 2020, we recognized impairment charges related to the impairment of our flight equipment held for operating lease, primarily Airbus A330 and Boeing 777 aircraft. In addition, we recognized impairment charges related to sales transactions and lease terminations, which were fully or partially offset by maintenance revenue recognized when we retained maintenance related balances or received EOL compensation. We also assessed goodwill for impairment and recognized impairment charges related to goodwill.
During the year ended December 31, 2019, we recognized impairment charges related to sales transactions and lease terminations, which were fully or partially offset by maintenance revenue recognized when we retained maintenance-related balances or received EOL compensation.
F-62

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
26. Allowance for credit losses
Movements in the allowance for credit losses during the years ended December 31, 2021 and 2020 were as follows:
Year Ended December, 31
20212020
Investment in finance leasesNotes receivableLoans receivableTotalTotal
Allowance for credit losses at beginning of period$59,663 $7,490 $— $67,153 $— 
Initial credit provision related to GECAS purchased financial assets with credit deterioration9,944 — 1,423 11,367 — 
Cumulative effect due to adoption of new accounting standard— — — — 30,264 
Current period provision for expected credit losses1,685 78,144 3,868 83,697 50,215 
Write-offs charged against the allowance— (44,670)— (44,670)(13,326)
Allowance for credit losses at end of period$71,292 $40,964 $5,291 $117,547 $67,153 
During the year ended December 31, 2021, we increased our credit provision, classified in leasing expenses, by $83.7 million primarily due to a customer settlement, the increase in finance leases, notes receivable and loan balances due to the GECAS Transaction and to reflect the ongoing credit risk due to the Covid-19 pandemic.
Substantially all our Financing Receivables portfolio is secured lending and we assess the overall quality of the portfolio based on Financing Receivables by airline customer risk rating as defined below. Our internal risk ratings process is an important source of information in determining our allowance for credit losses and represents a comprehensive approach to evaluating risk in our Financing Receivables portfolio. We stratify our Financing Receivables portfolio into three categories: A, B and C. An internal risk rating is developed for our airline customers, which is based upon our proprietary model using data derived from the airline customer financial statements and other relevant data points that may impact our airline customer’s ability to honor its financial commitments. The frequency of rating updates is established by our credit risk policy, which requires periodic monitoring and at least an annual review. The latest credit rating review was performed as of December 31, 2021.
The table below presents Financing Receivables carried at amortized cost basis, gross of allowance for credit losses, grouped into the three credit risk categories. Category A is considered an excellent or high-credit-quality airline customer; Category B is considered a good-credit-quality airline customer; and those airline customers in Category C are considered marginal.
As of December 31, 2021
Category ACategory BCategory CTotal
(U.S. Dollars in millions)
Investment in finance leases$534 $1,247 $219 $2,000 
Notes receivable— 26 632 658 
Loans receivable12 161 236 409 
Total$546 $1,434 $1,087 $3,067 
F-63

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
27. Earnings per share
Basic EPS is calculated by dividing net income (loss) by the weighted average number of our ordinary shares outstanding, which excludes 5,822,811, 2,552,346 and 2,354,318 shares of unvested restricted stock as of December 31, 2021, 2020 and 2019, respectively. In general, for the calculation of diluted EPS, the weighted average of our ordinary shares outstanding for basic EPS is adjusted by the effect of dilutive securities provided under our equity compensation plans. The number of shares excluded from diluted shares outstanding was 122,237 for the year ended December 31, 2021, because the effect of including those shares in the calculation would have been anti-dilutive. Due to the reported loss for the year ended December 31, 2020, basic EPS was not adjusted by the effect of dilutive securities. The number of ordinary shares under our equity compensation plans which could dilute EPS in the future was 2,630,066 for the year ended December 31, 2020. The number of shares excluded from diluted shares outstanding was 163,067 for the year ended December 31, 2019, because the effect of including those shares in the calculation would have been anti-dilutive.
The computations of basic and diluted EPS for the years ended December 31, 2021, 2020 and 2019 were as follows:
Year Ended December 31,
202120202019
Net income (loss) for the computation of basic EPS$1,000,507 $(298,566)$1,145,694 
Weighted average ordinary shares outstanding—basic
146,421,188 127,743,828 134,570,169 
Basic EPS
$6.83 $(2.34)$8.51 
Year Ended December 31,
202120202019
Net income (loss) for the computation of diluted EPS$1,000,507 $(298,566)$1,145,694 
Weighted average ordinary shares outstanding—diluted
149,005,981 127,743,828 135,898,139 
Diluted EPS
$6.71 $(2.34)$8.43 
The computations of ordinary shares outstanding, excluding shares of unvested restricted stock, as of December 31, 2021, 2020 and 2019 were as follows:
As of December 31,
202120202019
Number of ordinary shares
Ordinary shares issued250,347,345 138,847,345 141,847,345 
Treasury shares(4,951,897)(8,448,807)(10,263,856)
Ordinary shares outstanding245,395,448 130,398,538 131,583,489 
Shares of unvested restricted stock(5,822,811)(2,552,346)(2,354,318)
Ordinary shares outstanding, excluding shares of unvested restricted
stock
239,572,637 127,846,192 129,229,171 

F-64

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
28. Variable interest entities
We use many forms of entities to achieve our leasing and financing business objectives and we have participated to varying degrees in the design and formation of these entities. Our involvement in VIEs varies and includes being a passive investor in the VIE with involvement from other parties, managing and structuring all of the VIE’s activities, or being the sole shareholder of the VIE.
During the year ended December 31, 2021, we did not provide any financial support to any of our VIEs that we were not contractually obligated to provide.
Consolidated VIEs
As of December 31, 2021 and 2020, substantially all assets and liabilities presented in our Consolidated Balance Sheets were held in consolidated VIEs.
We have determined that we are the PB of these entities because we control and manage all aspects of these entities, including directing the activities that most significantly affect the entities’ economic performance, absorb the majority of the risks and rewards of these entities and guarantee the activities of these entities.
The assets of our consolidated VIEs that can only be used to settle obligations of these entities, and the liabilities of these VIEs for which creditors do not have recourse to our general credit, are disclosed in our Consolidated Balance Sheets under Supplemental balance sheet information. Further details of debt held by our consolidated VIEs are disclosed in Note 15—Debt.
Wholly-owned ECA and Ex-Im financing vehicles
We have created certain wholly-owned subsidiaries for the purpose of purchasing flight equipment and obtaining financing secured by such flight equipment. The secured debt is guaranteed by the European ECAs and the Export-Import Bank of the United States. These entities meet the definition of a VIE because they do not have sufficient equity to operate without subordinated financial support from us in the form of intercompany notes.
Other secured financings
We have created a number of wholly-owned subsidiaries for the purpose of obtaining secured financings. These entities meet the definition of a VIE because they do not have sufficient equity to operate without subordinated financial support from us in the form of intercompany notes.
Wholly-owned leasing entities
We have created wholly-owned subsidiaries for the purpose of facilitating aircraft leases with airlines. These entities meet the definition of a VIE because they do not have sufficient equity to operate without subordinated financial support from us in the form of intercompany notes, which serve as equity.
Limited recourse financing structures
We have established entities to obtain secured financings for the purchase of aircraft in which we have variable interests. These entities meet the definition of a VIE because they do not have sufficient equity to operate without subordinated financial support from us in the form of intercompany notes. The loans of these entities are non-recourse to us except under limited circumstances.
AerCap Partners I Holding Limited (“AerCap Partners I”), AerCap Partners 767 Limited (“AerCap Partners 767”) and AerFunding are entities where we have determined we are the PB of the entity because we direct the activities that most significantly affect the economic performance of the entity and we absorb a significant portion of the risks and rewards of the entity. We provide lease management, insurance management and aircraft asset management services to AerCap Partners I, AerCap Partners 767 and AerFunding for a fee.

F-65

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
28. Variable interest entities (Continued)

AerCap Partners I and AerCap Partners 767
AerCap Partners I and AerCap Partners 767 are 50%-50% joint ventures owned by us and Deucalion Aviation Funds.
As of December 31, 2021, AerCap Partners I had $54.4 million of subordinated debt outstanding, consisting of $27.2 million due to us and $27.2 million due to our joint venture partner.
During the year ended December 31, 2021 AerCap Partners 767 completed the sale of its two aircraft and repaid the subordinated debt balance in full. As of December 31, 2020, AerCap Partners 767 had $32.6 million of subordinated debt outstanding, consisting of $16.3 million due to us and $16.3 million due to our joint venture partner.
AerFunding
We hold a 5% equity investment and 100% of the subordinated notes (“AerFunding Class E-1 Notes”) in AerFunding.
As of December 31, 2021, AerFunding had $783.5 million outstanding under a secured revolving credit facility and $2,104.1 million of AerFunding Class E-1 Notes outstanding due to us.
Non-consolidated VIEs
The following table presents our maximum exposure to loss in non-consolidated VIEs as of December 31, 2021 and 2020:
As of December 31,
20212020
Carrying value of debt and equity investments$133,401 $125,955 
The maximum exposure to loss represents the amount that would be absorbed by us in the event that all of our assets held in the VIEs, for which we are not the PB, had no value.
AerDragon, AerLift and ACSAL are investments that are VIEs in which we have determined that we do not have control and are not the PB. We do have significant influence and, accordingly, we account for our investments in AerDragon, AerLift and ACSAL under the equity method of accounting. Refer to Note 10—Associated companies for further details.
Other variable interest entities
We have variable interests in other entities in which we have determined we are not the PB because we do not have the power to direct the activities that most significantly affect the entities’ economic performance.

F-66

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)

29. Related party transactions
GE
As described in Note 4—GECAS Transaction, AerCap completed the acquisition of 100% of GECAS, GE’s commercial aviation lessor and financier, on November 1, 2021. Under the terms of the transaction agreement, GE received 111.5 million newly issued AerCap shares, $23 billion of cash and $1 billion of AerCap senior notes. Immediately following the completion of the GECAS Transaction, GE held approximately 46% of our issued and outstanding ordinary shares. Consequently, GE became a related party upon the Closing Date of the GECAS Transaction. We may purchase, sell or lease flight equipment from/to GE and GE provides services to AerCap under a transition services agreement.
In November and December 2021, AerCap recognized rental income from engines on lease to GE of approximately $22 million, and purchases with GE of approximately $1 million.
As of December 31, 2021, AerCap had an outstanding payable balance of $6 million and a receivable balance of $66 million with GE.
Equity Method Investments
SES
As a result of the GECAS Transaction, SES is a 50% joint venture and is considered a related party. During the year ended December 31, 2021 we recognized lease rental income from SES of $12 million.
Other related parties
Other related parties include our associated companies as detailed in Note 10—Associated companies. The following table presents amounts received from other related parties for management fees, transaction-related fees and dividends for the years ended December 31, 2021, 2020 and 2019:
Year Ended December 31,
202120202019
Management fees and other$6,748 $1,613 $2,515 
Dividends5,262 267 3,148 
$12,010 $1,880 $5,663 
Purchase of shares
During the year ended December 31, 2021, an Officer sold 624,000 ordinary shares to the Company at fair value on the date of the sale for an aggregate sale price of $35.4 million. The proceeds were used to pay taxes in 2021 in connection with their share awards.



F-67

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
30. Commitments and contingencies
Flight equipment on order
As of December 31, 2021, we had commitments to purchase 417 new aircraft for delivery through 2027. These commitments are primarily based upon purchase agreements with Boeing, Airbus and Embraer S.A. (“Embraer”). These agreements establish the pricing formulas (including adjustments for certain contractual escalation provisions) and various other terms with respect to the purchase of aircraft. Under certain circumstances, we have the right to alter the mix of aircraft types ultimately acquired. As of December 31, 2021, we had made non-refundable deposits on these purchase commitments (exclusive of capitalized interest and fair value adjustments) of approximately $4.2 billion. As of December 31, 2021, we also had commitments to purchase 30 new engines and 16 new helicopters for delivery through 2025. As of December 31, 2021, we had made non-refundable deposits on these purchase commitments (exclusive of capitalized interest and fair value adjustments) of approximately $159 million.
A portion of the aggregate purchase price for the acquisition of flight equipment will be funded by incurring additional debt. The amount of the indebtedness to be incurred will depend on the final purchase price of the asset, which can vary due to a number of factors, including inflation.
Prepayments on flight equipment include prepayments of our forward order flight equipment and other balances held by the flight equipment manufacturers. Movements in prepayments on flight equipment during the years ended December 31, 2021 and 2020 were as follows:
Year Ended December 31,
20212020
Prepayments on flight equipment at beginning of period$2,111,659 $2,954,478 
GECAS Transaction2,990,414 — 
Prepayments and additions during the period, net136,655 270,032 
Interest paid and capitalized during the period30,827 49,144 
Prepayments and capitalized interest applied to the purchase of flight equipment(682,707)(1,161,995)
Prepayments on flight equipment at end of period$4,586,848 $2,111,659 
During the year ended December 31, 2021, we incurred $31 million of interest expense which was fully capitalized.
The following table presents our contractual commitments for the purchase of flight equipment as of December 31, 2021:
20222023202420252026ThereafterTotal
(U.S. Dollars in millions)
Purchase obligations (a)$4,241.0 $5,693.8 $5,245.5 $4,233.0 $1,885.7 $1,063.1 $22,362.1 
(a)As of December 31, 2021, we had commitments to purchase 417 aircraft (including 26 purchase and leaseback transactions and excluding aircraft for which we have cancellation rights and aircraft with contracted sales at delivery), 30 engines, 16 helicopters and other commitments. The timing of our purchase obligations is based on current estimates. We have incorporated expected delivery delays into the table above. In addition, we have the right to reschedule the delivery dates of certain of our aircraft to future dates.


F-68

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
30. Commitments and contingencies (Continued)

Legal proceedings
General
In the ordinary course of our business, we are a party to various legal actions, which we believe are incidental to the operations of our business. The Company regularly reviews the possible outcome of such legal actions, and accrues for such legal actions at the time a loss is probable and the amount of the loss can be estimated. In addition, the Company also reviews indemnities and insurance coverage, where applicable. Based on information currently available, we believe the potential outcome of those cases where we are able to estimate reasonably possible losses, and our estimate of the reasonably possible losses exceeding amounts already recognized, on an aggregated basis, is immaterial to our Consolidated Financial Statements.
VASP litigation
We are party to a group of related cases arising from the leasing of 13 aircraft and three spare engines to Viação Aerea de São Paulo (“VASP”), a Brazilian airline. In 1992, VASP defaulted on its lease obligations and we commenced litigation against VASP to repossess our equipment and obtained a preliminary injunction for the repossession and export of 13 aircraft and three spare engines from VASP. We repossessed and exported the aircraft and engines. VASP appealed and in 1996, the Appellate Court of the State of São Paulo (“TJSP”) ruled that the aircraft and engines should be returned or that VASP could recover proven damages arising from the repossession.
We have defended this case in the Brazilian courts through various motions and appeals. In 2004, the Superior Court of Justice (the “STJ”) dismissed our then-pending appeal. In 2005, we filed an extraordinary appeal with the Federal Supreme Court (the “STF”). On June 24, 2020, the STF reversed its earlier contrary rulings and granted our extraordinary appeal, ordering a new panel of the STJ to review the merits of our challenge against TJSP’s original order. VASP has appealed the STF’s latest order.
In 2006, VASP commenced a related proceeding to calculate the amount of alleged damages owed under the TJSP’s 1996 judgment. In 2017, the court decided that VASP had suffered no damages even if the TJSP’s 1996 judgment regarding liability were affirmed. On April 20, 2018, VASP appealed this decision. We believe, however, and we have been advised, that it is not probable that VASP will ultimately be able to recover damages from us even if VASP prevails on the issue of liability. The outcome of the legal process is, however, uncertain. The ultimate amount of damages, if any, payable to VASP cannot reasonably be estimated at this time. We continue to actively pursue all courses of action that may reasonably be available to us and intend to defend our position vigorously.
In 2006, we brought actions against VASP in English and Irish courts seeking damages arising from the 1992 lease defaults. These actions resulted in judgments by the English court in the aggregate amount of approximately $40 million plus interest and judgments by the Irish court in the aggregate amount of approximately $36.9 million, all in our favor. VASP had meanwhile in 2008 been adjudicated as insolvent by a Brazilian bankruptcy court, which commenced bankruptcy proceedings. We have caused the English and Irish judgment to be domesticated in Brazil and submitted them as claims in the bankruptcy proceeding. The bankruptcy court has allowed the claims in the amount of $40 million in respect of the English judgments and $24 million in respect of the Irish judgments. We have been advised that it is not probable that VASP’s bankruptcy estate will have funds to pay its creditors but our court-approved claims may be used to offset any damages that VASP might be awarded in the Brazilian courts if for any reason we are not successful in defending ourselves against VASP’s claim for damages.
F-69

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
30. Commitments and contingencies (Continued)

Transbrasil litigation
We are party to a group of related actions arising from the leasing of various aircraft and engines to Transbrasil S/A Linhas Areas (“Transbrasil”), a now-defunct Brazilian airline. By 1998, Transbrasil had defaulted on various obligations under its leases with AerCap-related companies (the “AerCap Lessors”), along with other leases it had entered into with General Electric Capital Corporation (“GECC”) and certain of its affiliates (collectively with GECC, the “GE Lessors”). GECAS was the servicer for all these leases at the time. Subsequently, Transbrasil issued promissory notes (the “Notes”) to the AerCap Lessors and GE Lessors (collectively, the “Lessors”) in connection with restructurings of the leases. Transbrasil defaulted on the Notes and the Lessors individually, brought enforcement actions against Transbrasil in 2001 (GECC also filed an action for the involuntary bankruptcy of Transbrasil).
Transbrasil brought a lawsuit against the Lessors in February 2001 (the “Transbrasil Lawsuit”), claiming that the Notes had in fact been paid at the time the Lessors brought the enforcement actions. In 2007, the trial judge ruled in favor of Transbrasil and the Lessors appealed. In April 2010, the appellate court published a judgment (the “2010 Judgment”) rejecting the Lessors’ appeal, ordering them to pay Transbrasil statutory penalties equal to double the face amount of the Notes (plus interest and monetary adjustments) as well as damages for any losses incurred as a result of the attempts to collect on the Notes. The 2010 Judgment provided that the amount of such losses would be calculated in separate proceedings in the trial court (the “Indemnity Claim”). In June 2010, the Lessors filed special appeals before the STJ in Brazil. In October 2013, the STJ granted the special appeals filed by the GE Lessors, effectively reversing the 2010 Judgment in most respects as to all of the Lessors. Transbrasil appealed this order, but the appellate panel in November 2016 rejected Transbrasil’s appeal, preserving the 2013 reversal of the 2010 Judgment. All appeals in respect of the Transbrasil Lawsuit based on the merits of the dispute have now concluded.
However, in July 2011, while the various appeals of the 2010 Judgment were pending, Transbrasil brought three actions for provisional enforcement of the 2010 Judgment (the “Provisional Enforcement Actions”): one to enforce the award of statutory penalties; a second to recover attorneys’ fees related to that award, and a third to enforce the Indemnity Claim. Transbrasil submitted its alleged calculation of statutory penalties, which, according to Transbrasil, amounted to approximately $210 million in the aggregate against all defendants, including interest and monetary adjustments.
In light of the STJ’s ruling in October 2013, the trial court has ordered the dismissal of the Transbrasil Provisional Enforcement Actions. The TJSP has since affirmed the dismissals of the actions seeking statutory penalties and attorneys’ fees. Lessors’ motion to clarify relating to the dismissal of the Provisional Enforcement Action with respect to the Indemnity Claim remains pending. We believe we have strong arguments to convince the court that Transbrasil suffered no material damage as a result of the defendants’ attempts to collect on the Notes.
The only matters remaining to be resolved are: (i) a motion to clarify relating to the dismissal of a lower court appeal with respect to the Indemnity Claim and (ii) a number of court-mandated legal fee assessments for (a) proofs of claim filed by the Lessors against the Transbrasil bankruptcy estate and (b) various otherwise-concluded enforcement proceedings, including the Provisional Enforcement Proceedings.

F-70

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
31. Fair value measurements
The Company determines fair value based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy as described below. Where limited or no observable market data exists, fair value measurements for assets and liabilities are primarily based on management’s own estimates and are calculated based upon the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results may not be realized in actual sale or immediate settlement of the asset or liability.
The degree of judgment used in measuring the fair value of a financial and non-financial asset or liability generally correlates with the level of pricing observability. We classify our fair value measurements based on the observability and significance of the inputs used in making the measurement, as provided below:
Level 1—Quoted prices available in active markets for identical assets or liabilities as of the reported date.
Level 2—Observable market data. Inputs include quoted prices for similar assets, liabilities (risk adjusted) and market-corroborated inputs, such as market comparables, interest rates, yield curves and other items that allow value to be determined.
Level 3—Unobservable inputs from our own assumptions about market risk developed based on the best information available, subject to cost benefit analysis. Inputs may include our own data.
Fair value measurements are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.
Assets and liabilities measured at fair value on a recurring basis
As of December 31, 2021 and 2020, our derivative portfolio consisted of interest rate swaps and caps. The fair value of derivatives is based on dealer quotes for identical instruments. We have also considered the credit rating and risk of the counterparty of the derivative contract based on quantitative and qualitative factors. As such, the valuation of these instruments was classified as Level 2. As of December 31, 2021 and 2020, we held an investment at fair value of $38.4 million and $12.1 million, respectively, based on quoted market price. The valuation of this investment was classified as Level 1. During the year ended December 31, 2021, we recognized a gain on investment at fair value of $2.3 million. During the year ended December 31, 2020, we recognized a loss on investment at fair value of $143.5 million.

F-71

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
31. Fair value measurements (Continued)

The following tables present our financial assets and liabilities that we measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2021 and 2020:
December 31, 2021
TotalLevel 1Level 2Level 3
Assets
Investment, at fair value$38,367 $38,367 $— $— 
Derivative assets16,909 — 16,909 — 
Liabilities
Derivative liabilities$71,197 $— $71,197 $— 
December 31, 2020
TotalLevel 1Level 2Level 3
Assets
Investment, at fair value$12,110 $12,110 $— $— 
Derivative assets3,303 — 3,303 — 
Liabilities
Derivative liabilities$167,303 $— $167,303 $— 
Assets and liabilities measured at fair value on a non-recurring basis
We measure the fair value of certain definite-lived intangible assets and our flight equipment on a non-recurring basis, when U.S. GAAP requires the application of fair value, including when events or changes in circumstances indicate that the carrying amounts of the assets may not be recoverable.
Management develops the assumptions used in the fair value measurements. Therefore, the fair value measurements of definite-lived intangible assets and flight equipment are classified as Level 3 valuations.
Flight equipment
Inputs to non-recurring fair value measurements categorized as Level 3
We use the income approach to measure the fair value of flight equipment, which is based on the present value of estimated future cash flows. Key inputs to the income statement approach include the discount rate, current contractual lease cash flows, projected future non-contractual lease or sale cash flows, extended to the end of the aircraft’s estimated holding period in its highest and best use, and a contractual or estimated disposition value.
The current contractual lease cash flows are based on the in-force lease rates. The projected future non-contractual lease cash flows are estimated based on the aircraft type, age, and the airframe and engine configuration of the aircraft. The projected non-contractual lease cash flows are applied to follow-on lease terms, which are estimated based on the age of the aircraft at the time of re-lease and are assumed through the estimated holding period of the aircraft. The estimated holding period is the period over which future cash flows are assumed to be generated. Shorter holding periods can result when a potential sale or future disassembly of an aircraft for the sale of its parts (“part-out”) of an individual aircraft has been contracted for, or is likely. In instances of a potential sale or part-out, the holding period is based on the estimated sale or part-out date. The disposition value is generally estimated based on aircraft type. In situations where the aircraft will be disposed of, the disposition value assumed is based on an estimated part-out value or the contracted sale price.

F-72

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
31. Fair value measurements (Continued)

The estimated future cash flows, as described above, are then discounted to present value. The discount rate used is based on the aircraft type and incorporates assumptions market participants would use regarding the likely debt and equity financing components, and the required returns of those financing components.
For flight equipment that we measured at fair value on a non-recurring basis, as a result of aircraft that were impaired, during the year ended December 31, 2021, the following table presents the fair value of such flight equipment that were impaired as of the measurement date, the valuation technique and the related unobservable inputs:

Fair value
Valuation technique
Unobservable input
Weighted average
Flight equipment
$160,946,898 
Income approach
Discount rate
7 %
Non-contractual cash flows as a % of total cash flows
67 %
The significant unobservable inputs utilized in the fair value measurement of flight equipment are the discount rate and the non-contractual cash flows. The discount rate is affected by movements in the aircraft funding markets, including fluctuations in required rates of return in debt and equity, and loan to value ratios. The non-contractual cash flows represent management’s estimate of the non-contractual cash flows over the remaining life of the aircraft. An increase in the discount rate would decrease the fair value measurement of the aircraft, while an increase in the estimated non-contractual cash flows would increase the fair value measurement of the aircraft.
Fair value disclosures of financial instruments
The fair value of restricted cash and cash and cash equivalents approximates their carrying value because of their short-term nature (Level 1). The fair value of our long-term unsecured debt is estimated using quoted market prices for similar or identical instruments, depending on the frequency and volume of activity in the market. The fair value of our long-term secured debt is estimated using a discounted cash flow analysis based on current market interest rates and spreads for debt with similar characteristics (Level 2). Derivatives are recognized in our Consolidated Balance Sheets at their fair value. The fair value of derivatives is based on dealer quotes for identical instruments. We have also considered the credit rating and risk of the counterparties of the derivative contracts based on quantitative and qualitative factors (Level 2).
As of December 31, 2021 and 2020, we held an investment at fair value of $38.4 million and $12.1 million, respectively, based on quoted market price. The valuation of this investment was classified as Level 1.
As of December 31, 2021, loans receivable and notes receivable carried at amortized cost had estimated fair values of $403.4 million and $616.9 million, respectively, and were classified as Level 3.

F-73

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
31. Fair value measurements (Continued)

All of our financial instruments are carried at amortized cost, other than our derivatives and investment which are measured at fair value on a recurring basis. The carrying amounts and fair values of our most significant financial instruments as of December 31, 2021 and 2020 were as follows:
December 31, 2021
Carrying valueFair valueLevel 1Level 2Level 3
Assets
Cash and cash equivalents$1,728,794 $1,728,794 $1,728,794 $— $— 
Restricted cash185,959 185,959 185,959 — — 
Loans receivable403,378 403,378 — — 403,378 
Notes receivable 616,883 616,883 — — 616,883 
Investment, at fair value38,367 38,367 38,367 — — 
Derivative assets16,909 16,909 — 16,909 — 
$2,990,290 $2,990,290 $1,953,120 $16,909 $1,020,261 
Liabilities     
Debt$50,548,472 (a)$51,348,160 $— $51,348,160 $— 
Derivative liabilities71,197 71,197 — 71,197 — 
$50,619,669 $51,419,357 $— $51,419,357 $— 
(a)Excludes debt issuance costs, debt discounts and debt premium.
December 31, 2020
Carrying valueFair valueLevel 1Level 2Level 3
Assets
Cash and cash equivalents$1,248,772 $1,248,772 $1,248,772 $— $— 
Restricted cash246,518 246,518 246,518 — — 
Notes receivable 529,172 529,172 — — 529,172 
Investment, at fair value12,110 12,110 12,110 — — 
Derivative assets3,303 3,303 — 3,303 — 
$2,039,875 $2,039,875 $1,507,400 $3,303 $529,172 
Liabilities     
Debt$28,934,904 (a)$29,798,305 $— $29,798,305 $— 
Derivative liabilities167,303 167,303 — 167,303 — 
$29,102,207 $29,965,608 $— $29,965,608 $— 
(a)Excludes debt issuance costs, debt discounts and debt premium.
F-74

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
32. Subsequent events
Ukraine Conflict and Russia Sanctions
On February 24, 2022, Russia launched a large-scale military invasion of Ukraine and is now engaged in a broad military conflict with Ukraine (the “Ukraine Conflict”). In response, the United States, the European Union, the United Kingdom and other countries have imposed broad, far-reaching sanctions against Russia, certain Russian persons and certain activities involving Russia or Russian persons. These sanctions include prohibitions regarding the supply of aircraft and aircraft components to Russian persons or for use in Russia, subject to certain wind-down periods.
Prior to the Ukraine Conflict, we had 135 owned aircraft on lease to Russian airlines, as well as 14 owned engines on lease to Russian airlines. We had no helicopters on lease to Russian customers. The aggregate net carrying value of our owned assets leased to Russian airlines was approximately $3.1 billion (which includes flight equipment net book value of $3.3 billion, maintenance rights assets and other lease-related assets of approximately $500 million and maintenance liabilities and other lease-related liabilities of approximately $700 million) as of December 31, 2021. Additionally, SES had 14 engines on lease to Russian airlines prior to the Ukraine Conflict.
In addition, we had seven owned aircraft on lease to Ukrainian airlines, with an aggregate net carrying value of approximately $125 million as of December 31, 2021. As of March 30, 2022, five of these aircraft are in temporary storage outside of Ukraine. As of March 30, 2022, the remaining two aircraft are grounded in Ukraine, but the exact status of these aircraft remains difficult to ascertain.

We intend to fully comply with all applicable sanctions and we have terminated the leasing of all of our aircraft and engines with Russian airlines. These terminations will result in reduced revenues and operating cash flows. Basic lease rents from our owned aircraft and engines leased to Russian airlines were approximately $33 million for the month of December 2021.
We have sought to repossess all of our aircraft and engines from Russian airlines and remove them from Russia. As of March 30, 2022, we had detained 22 of our 135 owned aircraft and three of our 14 owned engines outside of Russia. The net carrying value as of December 31, 2021, of the owned aircraft and engines that we have removed from Russia was approximately $400 million.
It is unclear whether we will be able to repossess any additional aircraft or engines from our former Russian airline customers, or, if we do so, when we will be able to do so, and we do not know what the condition of these assets will be at the time of repossession or whether any such aircraft could be re-leased or sold. Any failure to promptly repossess our aircraft and engines will adversely affect our business and financial results. Many of these Russian airlines have continued to fly our aircraft and engines notwithstanding the leasing terminations and our repeated demands for the return of our assets. Our aircraft and engines that remain in Russia may suffer damage or deterioration due to inadequate maintenance and lack of spare parts.
As a result, we expect to recognize an impairment on our assets in Russia which have not been returned to us as early as the first quarter of 2022. While we have not yet determined the amount of this impairment, it may amount to the total net carrying value of these assets. We may also recognize an impairment on our assets that we have repossessed from Russian airlines as a result of our inability to re-lease them or otherwise.
We had letters of credit related to our aircraft and engines leased to Russian airlines as of February 24, 2022 of approximately $260 million, all confirmed by financial institutions in Western Europe. We have presented requests for payment to all of these institutions. As of March 30, 2022, we had received payments of approximately $175 million related to these letters of credit. We have initiated legal proceedings against one financial institution which rejected our payment demands in respect of certain letters of credit. We continue to work with other financial institutions toward receiving payments on the remaining letters of credit. We intend to pursue all available legal claims concerning these letters of credit but the timing and amount of any payments under these remaining letters of credit are uncertain.


F-75

AerCap Holdings N.V. and Subsidiaries
Notes to the Consolidated Financial Statements (Continued)
(U.S. Dollars in thousands or as otherwise stated, except share and per share data)
32. Subsequent events (continued)
Our lessees are required to provide insurance coverage with respect to leased aircraft and we are named as insureds under those policies in the event of a total loss of an aircraft or engine. We also purchase insurance which provides us with coverage when our aircraft or engines are not subject to a lease or where a lessee’s policy fails to indemnify us. We have submitted an insurance claim for approximately $3.5 billion with respect to all aircraft and engines remaining in Russia and intend to pursue all of our claims under these policies with respect to our assets leased to Russian airlines as of February 24, 2022. However, the timing and amount of any recoveries under these policies are uncertain.
In addition, we intend to pursue all available legal claims related to our assets leased to Russian airlines as of February 24, 2022. However, the timing and amount of any recoveries under any of these claims are uncertain.
AerFunding Amendment and Extension
In April 2006, AerFunding entered into a non-recourse senior secured revolving credit facility which was subsequently upsized and amended. In March 2022, AerFunding amended this facility, extending the revolving period to September 2024, following which there is a 30-month term out period. The final maturity date of the AerFunding Revolving Credit Facility is March 2027.
F-76
Exhibit 2.50
FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT
FOURTH AMENDMENT (this “Amendment”), dated as of March 7, 2018, between Delos Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Luxembourg, having its registered office at 46A, Avenue J.F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg register of commerce and companies under the number B 185.094 (the “Borrower”), International Lease Finance Corporation, a California corporation (“ILFC”), Hyperion Aircraft Limited, a private company limited by shares incorporated under the laws of Ireland (“Grandparent Holdco”), Delos Aircraft Limited, a private company limited by shares incorporated under the laws of Ireland (“Parent Holdco”), Artemis (Delos) Limited, a private company limited by shares incorporated under the laws of Ireland (“Irish Subsidiary Holdco”), AerCap Global Aviation Trust, a Delaware statutory trust (“Financing Trust”), AerCap U.S. Global Aviation LLC, a Delaware limited liability company (“USHoldco”), AerCap Holdings N.V., a public company with limited liability incorporated under the laws of The Netherlands (“AerCap”), AerCap Aviation Solutions B.V., a private company with limited liability incorporated organized under the laws of The Netherlands (“AAS”), AerCap Ireland Limited, a private company limited by shares incorporated under the laws of Ireland (“AIL”) and AerCap Ireland Capital Designated Activity Company, a designated activity company incorporated under the laws of Ireland (“AICDAC” and together with USHoldco, AerCap, AAS and AIL, the “Additional Obligors”) and Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent, to the Term Loan Credit Agreement, dated as of March 6, 2014 (as amended by the First Amendment to Credit Agreement, dated as of April 3, 2014, and by the Second Amendment to Credit Agreement, dated as of January 19, 2017, and by the Third Amendment to Credit Agreement, dated as of August 9, 2017, and as further amended, restated or otherwise modified from time to time, the “Credit Agreement”), between the Borrower, ILFC, Grandparent Holdco, Parent Holdco, Irish Subsidiary Holdco, the Lenders party thereto and Deutsche Bank AG New York Branch, as Collateral Agent and Administrative Agent.
WHEREAS, the parties hereto (other than the New Lenders (as defined below)) are party to the Credit Agreement;
WHEREAS, the terms used herein, including in the preamble and recitals hereto, not otherwise defined herein or otherwise amended hereby shall have the meanings ascribed thereto in the Credit Agreement;
WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as set forth herein;
WHEREAS, each Lender party to the Credit Agreement immediately prior to the effectiveness of this Amendment which is executing a counterpart of this Amendment (each, a “Consenting Lender”) desires to consent to the amendments set forth herein and, in connection therewith, in respect of its Loans, has the choice to elect either (a) Option A (as defined below) or (b) Option B (as defined below);
WHEREAS, each Lender that does not desire to consent to the amendments set forth herein by executing a counterpart of this Amendment and electing Option A or Option B in accordance with the terms hereof (each, a “Non-Consenting Lender”) wishes to cease to be a party to the Credit Agreement as a “Lender” thereunder;
WHEREAS, each Lender that is not a party to the Credit Agreement immediately prior to the effectiveness of this Amendment, and which is executing a counterpart of this Amendment (each, a “New Lender”) wishes to consent to the amendments set forth herein and to become a party to the Credit Agreement and a Lender thereunder;
755398-3-5507-v0.1780-40568094


WHEREAS, subject to certain conditions, such amendments and modifications shall include the addition of a new term loan facility (the loans thereunder, the “New Loans”), which shall be composed of the proceeds of new advances used to replace the outstanding Loans and/or the conversion of outstanding Loans under the Credit Agreement (the “Existing Loans”) to New Loans, in each case that will be governed by the terms of this Amendment;
WHEREAS, the New Loans will have the same terms as the Existing Loans except as otherwise set forth herein;
WHEREAS, each Lender party to the Credit Agreement immediately prior to the effectiveness of this Amendment (each, an “Existing Lender”) that is a Consenting Lender agrees to convert its Existing Loans to New Loans in a principal amount up to the aggregate outstanding principal amount of its Existing Loans if it has elected Option A (if any) (the “Continued Loans”), or agrees to make or purchase New Loans in a principal amount up to the aggregate outstanding principal amount of its Existing Loans if it has elected Option B, and further agrees to make or purchase any additional New Loans in an amount such Consenting Lender has separately agreed, in each case subject to the terms hereof; and
WHEREAS, each New Lender will make New Loans to Borrower on the Amendment Effective Date in the amount of its commitment subject to the terms hereof;
NOW, THEREFORE, the parties hereto agree that the Credit Agreement shall be amended as set forth herein, and the parties hereto otherwise agree as follows:
Section 1.Definitions. Except as otherwise defined herein, terms defined in the Credit Agreement are used herein as defined therein.
Section 2.Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the Amendment Effective Date (as defined below), the Credit Agreement is hereby amended as follows:
1.01General.
(a)References in the Loan Documents to “this Agreement” or the “Credit Agreement” or the like (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof’) shall be deemed to be references to the Credit Agreement as amended hereby.
(b)Each Consenting Lender and each New Lender shall be deemed to be a “Lender” under and for all purposes of the Credit Agreement and the other Loan Documents, and each New Loan shall be deemed to be a “Loan” under and for all purposes of the Credit Agreement and the other Loan Documents (except as the context may otherwise require).
- 2 -


(c)Notwithstanding the foregoing, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments, in each case to the extent that such obligations by their express terms under the Credit Agreement survive a prepayment of the Loans, shall continue in full force and effect with respect to, and for the benefit of, each Existing Lender (including each Non-Consenting Lender) in respect of such Existing Lender’s Existing Loans, and the amounts due and owing to any Existing Lender that accrued prior to the Amendment Effective Date shall be such amounts as determined in accordance with the Credit Agreement as in effect prior to the Amendment Effective Date; provided that no payments under Section 2.08(m) of the Credit Agreement or other break funding payments shall be due or payable to any Existing Lender with respect to the portion of any Existing Loans which is converted to New Loans pursuant to its election of Option A or equal to the amount of New Loans made or purchased by such Existing Lender pursuant to its election of Option B, and in no event is any Premium Amount with respect to the Existing Loans due and payable to any Existing Lender (whether a Consenting Lender or a Non-Consenting Lender).
(d)This Amendment shall additionally constitute a “Loan Document”.
(e)Each reference to CUSIP numbers shall be deemed to be a reference to the following CUSIP numbers: “Deal CUSIP Number: L2324EAA9, Facility CUSIP Number: L2324EAE1”.
(f)No prepayment notice shall be required in respect of the prepayments effected in accordance with this Amendment, other than this Amendment and any communications with the Existing Lenders in connection herewith (including the Memorandum). In addition, no Borrowing Request or Release Request, or other notice of borrowing or release request, shall be required in connection with any New Loan.
(g)Each Consenting Lender’s and New Lender’s Commitment and Applicable Percentage with respect to the New Loans shall be as notified to them by the Deutsche Bank Securities Inc.. Each Consenting Lender’s Commitment with respect to the New Loans shall be no greater than such Consenting Lender’s Commitment was with respect to the Existing Loans unless otherwise agreed with the Arranger, and each New Lender’s Commitment shall be no greater than the amount agreed with the Arranger; provided that the aggregate Commitments with respect to the New Loans shall be no greater than $1,500,000,000.
(h)All New Loans that are funded hereunder shall be deemed made immediately prior to the prepayment of any Loan. Accordingly, in connection with the conversion and/or prepayment of Existing Loans, and funding of New Loans, contemplated hereby, at all times Obligations shall remain outstanding under the Credit Agreement and no discharge or release of the Secured Obligations nor of any Security Document shall occur as result hereof.
1.02Amended and Restated Definitions. Section 1.01 of the Credit Agreement shall be amended by:amending and restating the following definitions in their entirety to read as follows: “Applicable Margin” means 1.75 % per annum; provided that for any period in which the Base Rate applies to the Loans, the Applicable Margin shall be .75% per annum.
“Arranger Entity” means Deutsche Bank Securities Inc., RBC Capital Markets, LLC, HSBC Securities (USA) Inc., Fifth Third Bank, The Bank of Tokyo-Mitsubishi UFJ, Ltd., and The Bank of Nova Scotia, and each of their respective Affiliates.
- 3 -


1.03New Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definitions in appropriate alphabetical order:
“Fourth Amendment” means Fourth Amendment to Term Loan Credit Agreement, dated as of March 7, 2018, among, inter alios, the Borrower, the other Borrower Parties, the Extending Lenders, the New Extending Lenders, the Administrative Agent and the Collateral Agent.
“Fourth Amendment Effective Date” means the “Amendment Effective Date”, as defined in the Fourth Amendment.
1.04Other Amendments.
(a)The definitions of the terms “Applicable Percentage,” “Commitment,” “Extending Lender,” “New Extended Loan,” “New Extending Lender,” “Premium Amount” and Sections 2.01, 3.04, 3.17(a), 3.17(b), 3.19 and 9.20 of the Credit Agreement shall be amended by replacing each instance of the words “Third Amendment” with the words “Fourth Amendment.”
(b)Each reference to “Effective Date” or “Third Amendment Effective Date” in Section 2.02, 2.03 and 2.05(d) of the Credit Agreement shall be deemed to mean the Fourth Amendment Effective Date with respect to the New Loans, except that no Borrowing Request or Release Request shall be required and the Borrowing Date and Release Date for all New Loans shall be the Fourth Amendment Effective Date and each Lender’s Applicable Percentage of the New Extended Loans shall be determined in accordance with the provisions of this Amendment.
(c)Section 3.04 of the Credit Agreement shall be amended by replacing “2016” with “2017” in the following sentence:
AerCap’s audited consolidated financial statements as at December 31, 2016, which have been filed with the Securities and Exchange Commission, have been prepared in accordance with GAAP and fairly present the financial condition of AerCap and its Subsidiaries as at such date and the results of their operations for the period then ended.
(d)Section 3.15 of the Credit Agreement shall be amended by replacing the terms thereof with the following:
As of the Fourth Amendment Effective Date (and as also reflected on AerCap’s consolidated balance sheet dated as of December 31, 2017, and confirmed by the Appraisals most recently delivered pursuant to this Agreement), the fair value of the assets of each of (x) AerCap and (y) the Borrower and its Subsidiaries taken as a whole, exceed their respective liabilities. As of the Fourth Amendment Effective Date, neither the Transaction Parties taken as a whole nor AerCap nor the Borrower is or will be rendered insolvent as a result of the transactions contemplated by this Agreement and the other Loan Documents.”
1.05Schedules and Exhibits. Schedules 3.17(a) and 3.17(b) of the Credit Agreement shall be amended by replacing such schedules and exhibits with the corresponding schedules and exhibits hereto.
1.06Annexes. Annex 1 of the Credit Agreement shall be amended by replacing it with Annex 1 appended hereto.
- 4 -


Section 3.Representations and Warranties. The Borrower and each other Borrower Party represents and warrants to the Lenders that the representations and warranties of the Borrower Parties contained in Article 3 of the Credit Agreement (as amended hereby) and contained in each other Loan Document are true and correct 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 were true and correct as of such earlier date.
Section 4.Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement contemplated hereby shall become effective as of March 7, 2018 (the “Amendment Effective Date), upon the satisfaction of the following conditions precedent, provided that such conditions precedent are satisfied on or prior to the Amendment Effective Date:
(a)The Administrative Agent (or its counsel) shall have received the signature pages to this Amendment duly executed by each of the Borrower, ILFC, Grandparent Holdco, Parent Holdco, Irish Subsidiary Holdco, Financing Trust, USHoldco, AerCap, AAS, AICDAC, the Consenting Lenders and each New Lender.
(b)The Administrative Agent shall have received favorable written opinion (addressed to each Lender Party and dated the Amendment Effective Date) of each of (i) Clifford Chance US LLP with respect to New York law, (ii) Buchalter, P.C. with respect to California law, (iii) Morris, Nichols, Arsht & Tunnell LLP with respect to Delaware law, (iv) Clifford Chance, Luxembourg with respect to Luxembourg law, (vi) NautaDutilh with respect to Dutch law and (vi) McCann Fitzgerald with respect to Irish law, as to such matters as the Administrative Agent may reasonably request, dated as of the Amendment Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
(c)The representations and warranties of the Borrower Parties contained in Article 3 of the Credit Agreement (as amended hereby) and contained in each other Loan Document shall be true and correct on and as of the Amendment 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 as of such earlier date, and an Officer’s Certificate of AerCap shall so certify on and as of the Amendment Effective Date to the Administrative Agent and the Lenders.
(d)The Administrative Agent shall have received evidence satisfactory to it that the outstanding principal amount of and interest on the Existing Loans of, and all other amounts owing under or in respect of, the Credit Agreement to any Non-Consenting Lender and any Consenting Lender shall have been (or shall simultaneously with the making of the New Loans be) paid to each such Non-Consenting Lender, in accordance with Section 9.06 of the Credit Agreement, and each such Consenting Lender; provided that the interest payments made on the next Payment Date shall take into account the payments made under this Section 4(d).
(e)The Administrative Agent shall have received evidence satisfactory to it that each Consenting Lender electing Option B shall have received (or shall simultaneously with the making of the New Loans receive), payment of an amount equal to the outstanding principal amount of and interest on its Existing Loans subject to Option B.
(f)The Borrower shall have on or prior to the Amendment Effective paid all other fees and other amounts due and payable by it under the Credit Agreement, and all other out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder, under any Loan Document or as separately agreed between any Borrower Party and any arranger in respect of this Amendment.
- 5 -


(g)The Administrative Agent shall have received an LTV Certificate, dated as of the Amendment Effective Date based on the Appraisals most recently delivered pursuant to the Credit Agreement, and on the Amendment Effective Date (after giving effect to the prepayment of the Existing Loans and making of the New Loans pursuant hereto) the Borrower shall be in compliance with the Loan-to-Value Ratio.
(h)Each Lender who requests a Note and has returned its Note with respect to the Existing Loan (if any) to the Administrative Agent for cancellation (or the Administrative Agent, on behalf of each such Lender) shall have received a signed original of a Note with respect to its Loan, duly executed by the Borrower.
(i)Prior to the Amendment Effective Date, the Lenders 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, as requested by such Lenders not less than three (3) Business Days prior to the Amendment Effective Date.
(j)On the Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing.
(k)The Administrative Agent shall have received such documents and certificates as it or its counsel may reasonably request relating to the organization, existence and, if applicable, good standing of each Obligor, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Obligors, the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(l)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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Amendment shall have received notice from such Lender prior to the Amendment Effective Date specifying its objection thereto. The Administrative Agent shall promptly notify the parties hereto of the occurrence of the Amendment Effective Date.
Section 5.Consent Options.
(a)As described in the memorandum for Lenders dated February 26, 2018 posted to Lenders in connection with this Amendment (the “Memorandum”), Consenting Lenders may elect either (a) a cashless roll as described in the Memorandum (“Option A”) or (b) a cash roll as described in the Memorandum (the “Option B”). Election of either Option A or Option B shall be made by each Consenting Lender by indicating its election on the signature page hereto (a copy of which is attached to the Memorandum). Any Existing Lender executing a signature page hereto but not indicating its election on its signature page will be treated as a Non-Consenting Lender unless such Existing Lender otherwise indicates its election to the Arranger (as defined in the Memorandum) to the Arranger’s satisfaction. By executing a signature page hereto, each Consenting Lender agrees to the procedures and terms set forth in the Memorandum.
- 6 -


(b)Each Consenting Lender electing Option B and each New Lender hereby irrevocably commits that it or its designee is an Eligible Assignee and that it shall make its New Loans and/or purchase and assume New Loans from Deutsche Bank AG New York Branch (the “Assignor”) promptly after the prepayment of its Existing Loans, in an amount equal to the aggregate amount of the Existing Loans previously held by it (or such lesser amount determined by the Assignor), and shall promptly execute and deliver (or cause its designee to execute and deliver) one or more Assignment and Assumptions reflecting such purchase provided to it by the Assignor.
(c)For purposes of clarification with respect to Section 9.05(a)(iii)(A) of the Credit Agreement, the Borrower hereby consents to each Consenting Lender and each New Lender.
Section 6.Non-Consenting Lenders. Subject to payment of amounts due and owing to them in accordance herewith, effective as of the Amendment Effective Date, each Non-Consenting Lender shall cease to be, and shall cease to have any of the rights and obligations of, a “Lender” under the Credit Agreement (except for those provisions that provide for their survival (including without limitation those provisions referred to in Section 9.07 of the Credit Agreement), which provisions shall survive and remain in full force and effect for the benefit of the Non-Consenting Lenders).
Section 7.Acknowledgement and Ratification. Each of the Borrower Parties hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the modifications effected pursuant to this Amendment. The Borrower and each Borrower Party hereby confirms that at all times Obligations remain outstanding under the Loan Documents and each Loan Document, as amended hereby, to which it is a party or otherwise bound and all collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent provided in accordance with the Loan Documents, as amended hereby, the payment and performance of all Obligations, and confirms its grants to the Collateral Agent of a continuing lien on and security interest in and to all Collateral as collateral security for the prompt payment and performance in full when due of the Obligations. The Borrower and each Borrower Party hereby agrees and admits that as of the date hereof it has no defenses to or offsets against any of its obligations to the Administrative Agent or any Lender under the Loan Documents. Each Obligor (including each Additional Obligor) hereby ratifies and confirms its guaranty of the Guaranteed Obligations as set forth in Article 7 of the Credit Agreement, as amended hereby.
Section 8.Miscellaneous.
1.01Instruction to Agents; No Other Amendments; Governing Law. Each Lender by its signature hereto instructs the Administrative Agent and the Collateral Agent to execute this Amendment. Except as herein provided, the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.
- 7 -


1.02Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby (including without limitation Assignment and Assumptions, amendments or other modifications, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.
1.03Counterparts; Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment and any separate letter agreements with respect to fees payable to the Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4, this Amendment shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.
[Remainder of page left intentionally blank]
- 8 -


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first set forth above.
DELOS FINANCE S.À R.L.
Duly represented by:
/s/ Gordon Chase    
Name:    Gordon Chase
Title:    Authorised Signatory
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ Patrick Ross    
Name:    Patrick Ross
Title:    Vice President
AERCAP GLOBAL AVIATION TRUST
By: /s/ Lorraine Hanlon    
Name:    Lorraine Hanlon
Title:    Attorney-In-Fact
AERCAP U.S. GLOBAL AVIATION LLC
By: /s/ Lorraine Hanlon    
Name:    Lorraine Hanlon
Title:    Attorney-In-Fact
Fourth Amendment to Credit Agreement (Hyperion)


SIGNED and DELIVERED as a DEED

by Lorraine Hanlon as attorney for

HYPERION AIRCRAFT LIMITED
/s/ Lorraine Hanlon
    
Attorney-In-Fact
in the presence of
/s/ Michael Foley    
Name: Michael Foley
Address:    65 St. Stephens Green, Dublin 2, Ireland
Occupation: Accountant
SIGNED and DELIVERED as a DEED

by Lorraine Hanlon as attorney for

DELOS AIRCRAFT LIMITED

/s/ Lorraine Hanlon
    
Attorney-In-Fact
in the presence of
/s/ Michael Foley    
Name: Michael Foley
Address:    65 St. Stephens Green, Dublin 2, Ireland
Occupation: Accountant
Fourth Amendment to Credit Agreement (Hyperion)


SIGNED and DELIVERED as a DEED

by Lorraine Hanlon as attorney for

ARTEMIS (DELOS) LIMITED
/s/ Lorraine Hanlon
    
Attorney-In-Fact
in the presence of
/s/ Michael Foley    
Name: Michael Foley
Address:    65 St. Stephens Green, Dublin 2, Ireland
Occupation: Accountant

AERCAP HOLDINGS N.V.
By: /s/ Lorraine Hanlon    
Name:    Lorraine Hanlon
Title:    Attorney-In-Fact
AERCAP AVIATION SOLUTIONS B.V.
By: /s/ Lorraine Hanlon    
Name:    Lorraine Hanlon
Title:    Attorney-In-Fact
Fourth Amendment to Credit Agreement (Hyperion)




SIGNED and DELIVERED as a DEED

by Lorraine Hanlon as attorney for

AERCAP IRELAND LIMITED

/s/ Lorraine Hanlon
    
Attorney-In-Fact
in the presence of
/s/ Michael Foley    
Name: Michael Foley
Address:    65 St. Stephens Green, Dublin 2, Ireland
Occupation: Accountant
SIGNED and DELIVERED as a DEED

by Lorraine Hanlon as attorney for

AERCAP IRELAND CAPITAL DESIGNATED ACTIVITY COMPANY

/s/ Lorraine Hanlon
    
Attorney-In-Fact
in the presence of
/s/ Michael Foley    
Name: Michael Foley
Address:    65 St. Stephens Green, Dublin 2, Ireland
Occupation: Accountant

Fourth Amendment to Credit Agreement (Hyperion)



Fourth Amendment to Credit Agreement (Hyperion)



ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
By: /s/ Alicia Schug    
Name:    Alicia Schug
Title:    Vice President
By: /s/ Marguerite Sutton    
Name:    Marguerite Sutton
Title:    Vice President
COLLATERAL AGENT
DEUTSCHE BANK AG NEW YORK BRANCH, not in its individual capacity but solely as Collateral Agent
By: /s/ Alicia Schug    
Name:    Alicia Schug
Title:    Vice President
By: /s/ Marguerite Sutton    
Name:    Marguerite Sutton
Title:    Vice President

Fourth Amendment to Credit Agreement (Hyperion)

EXECUTION VERSION
Exhibit 2.6
SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

dated as of February 25, 2022

among

AERFUNDING 1 LIMITED,
as Borrower,

AERCAP IRELAND LIMITED
individually and as Servicer,
THE OTHER SERVICE PROVIDERS NAMED HEREIN,

THE FINANCIAL INSTITUTIONS NAMED HEREIN AS LENDERS,
as Lenders,

THE FINANCIAL INSTITUTIONS NAMED HEREIN AS CONDUIT LENDERS,
as Conduit Lenders,
CREDIT SUISSE AG, NEW YORK BRANCH,
as Administrative Agent,

and
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Collateral Agent and Account Bank,
Seventh Amended and Restated Credit Agreement

TABLE OF CONTENTS
Page
ARTICLE I    DEFINITIONS
SECTION 1.1 Defined Terms
SECTION 1.2 Other Definitional Provisions
SECTION 1.3 Signing Date
ARTICLE II    THE FACILITY, ADVANCE PROCEDURES AND NOTES
SECTION 2.1 Facility
SECTION 2.2 Advance Procedures
SECTION 2.3 Funding
SECTION 2.4 Representation and Warranty
SECTION 2.5 Notes
SECTION 2.6 [Intentionally omitted.]
SECTION 2.7 Optional Increase of Commitments
SECTION 2.8 Conduit Lenders
ARTICLE III    YIELD, FEES, ETC.
SECTION 3.1 Yield
SECTION 3.2 Yield Payment Dates
SECTION 3.3 Market Disruption Event
SECTION 3.4 Fees
SECTION 3.5 Computation of Yield
SECTION 3.6 Payments Generally
SECTION 3.7 Benchmark Replacement Setting
ARTICLE IV    REPAYMENTS, PREPAYMENTS AND PAYMENTS
SECTION 4.1 Required Principal Repayments
SECTION 4.2 Principal Prepayments
SECTION 4.3 Payments Generally
SECTION 4.4 Sharing of Set-Off
ARTICLE V    LIQUIDITY RESERVE
SECTION 5.1 Establishment of Liquidity Reserve Account
ARTICLE VI    INCREASED COSTS, ETC.
SECTION 6.1 Illegality
SECTION 6.2 Increased Costs
SECTION 6.3 Taxes
SECTION 6.4 Indemnity Regarding Breakage Costs
SECTION 6.5 Notice of Amounts Payable
SECTION 6.6 Mitigation Obligations; Replacement
ARTICLE VII    CONDITIONS PRECEDENT
SECTION 7.1A Conditions to Signing
SECTION 7.1B Conditions to Effectiveness
Seventh Amended and Restated Credit Agreement    i


SECTION 7.1C Conditions to Release of Initial Advances
SECTION 7.2 Additional Advances
SECTION 7.3 Improvement Advances
SECTION 7.4 Critical Mass Event Advance; Increased Availability Advance
SECTION 7.5 All Advances
ARTICLE VIII    ADMINISTRATION AND SERVICING OF AIRCRAFT
AND LEASES
SECTION 8.1 Collection Procedures
SECTION 8.2 Investments
SECTION 8.3 Covenants, Representations and Warranties of Service Providers
ARTICLE IX    REPRESENTATIONS AND WARRANTIES OF THE
BORROWER
SECTION 9.1 Subsidiaries
SECTION 9.2 Organization and Good Standing
SECTION 9.3 Due Qualification
SECTION 9.4 Enforceability
SECTION 9.5 Security Interest
SECTION 9.6 No Violation
SECTION 9.7 No Proceedings
SECTION 9.8 Approvals
SECTION 9.9 Subsidiaries
SECTION 9.10 Solvency
SECTION 9.11 Compliance with Laws
SECTION 9.12 Taxes
SECTION 9.13 Monthly Report
SECTION 9.14 No Liens, Etc
SECTION 9.15 Purchase and Sale
SECTION 9.16 Securities Act of 1933
SECTION 9.17 Information True and Correct
SECTION 9.18 Environmental Laws
SECTION 9.19 Employment Matters
SECTION 9.20 RICO
SECTION 9.21 Anti-Terrorism Law
SECTION 9.22 Depositary Banks
SECTION 9.23 Financial Condition
SECTION 9.24 Investment Company Status
SECTION 9.25 [Reserved]
SECTION 9.26 Representations and Warranties True and Accurate
SECTION 9.27 No Event of Loss
SECTION 9.28 Description of Aircraft and Leases
SECTION 9.29 No Default, Etc
Seventh Amended and Restated Credit Agreement    ii

SECTION 9.30 Subsidiary Constituent Documents
ARTICLE X    COVENANTS
SECTION 10.1 Legal Existence and Good Standing
SECTION 10.2 Protection of Security Interest of the Lenders
SECTION 10.3 Records
SECTION 10.4 Other Liens or Interests
SECTION 10.5 Negative Pledge Clause
SECTION 10.6 Maintain Properties
SECTION 10.7 Ownership, Operation and Leasing of Funded Aircraft
SECTION 10.8 Limitation on Disposition of Aircraft
SECTION 10.9 Extension, Amendment or Replacement of Leases
SECTION 10.10 Acquisitions of Aircraft
SECTION 10.11 Servicing Agreement
SECTION 10.12 Representations Regarding Operation
SECTION 10.13 Costs and Expenses
SECTION 10.14 Compliance with Laws, Etc
SECTION 10.15 Environmental Compliance
SECTION 10.16 Employee Benefit Plans; Employees
SECTION 10.17 Change in Business
SECTION 10.18 Notice of Adverse Claim or Loss
SECTION 10.19 Reporting Requirements
SECTION 10.20 Corporate Separateness
SECTION 10.21 Purchase Agreement
SECTION 10.22 Limitation on Certain Restrictions on Borrower Subsidiaries
SECTION 10.23 Mergers, Etc
SECTION 10.24 Distributions, Etc
SECTION 10.25 Subsidiaries; Investments
SECTION 10.26 Guarantees
SECTION 10.27 Indebtedness
SECTION 10.28 Organizational Documents
SECTION 10.29 Audits; Inspections
SECTION 10.30 Use of Proceeds; Margin Regulations
SECTION 10.31 Accounting; Irish Tax Residency
SECTION 10.32 Hedging Policy; Currency Risks
SECTION 10.33 Maintenance Reserves Deficiency
SECTION 10.34 Insurance
SECTION 10.35 Anti-Terrorism Law; Anti-Money Laundering
SECTION 10.36 Embargoed Person and Use of Proceeds
SECTION 10.37 Rating
SECTION 10.38 LTV
ARTICLE XI    THE SERVICE PROVIDERS
Seventh Amended and Restated Credit Agreement    iii

SECTION 11.1 CRR
SECTION 11.2 Service Providers Not to Resign
ARTICLE XII    SERVICE PROVIDER TERMINATION EVENTS
SECTION 12.1 Servicer Termination Event
SECTION 12.2 Consequences of a Servicer Termination Event
SECTION 12.3    Appointment of Successor Service Provider; New Service Provider Agreement
ARTICLE XIII    EVENTS OF DEFAULT
SECTION 13.1 Events of Default
SECTION 13.2 Effect of Event of Default
SECTION 13.3 Rights Upon the Facility Termination Date
ARTICLE XIV    THE ADMINISTRATIVE AGENT
SECTION 14.1 Authorization and Action
SECTION 14.2 Exculpation
SECTION 14.3 Administrative Agent and Affiliates
SECTION 14.4 Lender’s Credit Decision
SECTION 14.5 Certain Matters Affecting the Administrative Agent
SECTION 14.6 Administrative Agent Not Liable
SECTION 14.7 Agent May Own Notes
SECTION 14.8 Resignation or Removal of Agent
SECTION 14.9 Successor Administrative Agent
SECTION 14.10 Eligibility Requirements for Successor Agent
SECTION 14.11 Merger or Consolidation of Agent
SECTION 14.12 Administrative Agent May Enforce Claims Without Possession of Notes
SECTION 14.13 Suit for Enforcement
SECTION 14.14 Indemnification of Agent
SECTION 14.15 Erroneous Payment
ARTICLE XV    ASSIGNMENTS
SECTION 15.1 Assignments
SECTION 15.2 Documentation
SECTION 15.3 Rights of Assignee
SECTION 15.4 Endorsement
SECTION 15.5 Registration; Registration of Transfer and Exchange
SECTION 15.6 Mutilated, Destroyed, Lost and Stolen Notes
SECTION 15.7 Cancellation
ARTICLE XVI    INDEMNIFICATION
SECTION 16.1 General Indemnity of the Borrower
SECTION 16.2 Waiver of Consequential Damages, Etc
ARTICLE XVII    MISCELLANEOUS
SECTION 17.1 No Waiver; Remedies
Seventh Amended and Restated Credit Agreement    iv

SECTION 17.2 Amendments, Waivers
SECTION 17.3 Notices, Etc
SECTION 17.4 Costs and Expenses
SECTION 17.5 Binding Effect; Survival
SECTION 17.6 Captions and Cross References
SECTION 17.7 Severability
SECTION 17.8 Governing Law; Venue
SECTION 17.9 Counterparts
SECTION 17.10 WAIVER OF JURY TRIAL
SECTION 17.11 Third Party Beneficiary
SECTION 17.12 No Proceedings
SECTION 17.13 ENTIRE AGREEMENT
SECTION 17.14 Resolution of Drafting Ambiguities
SECTION 17.15 Confidentiality
SECTION 17.16 USA Patriot Act Notice
SECTION 17.17 Compliance with Applicable Law
SECTION 17.18 Collateral Agent/Account Bank Protections
SECTION 17.19 Termination
SECTION 17.20 Judgment Currency
SECTION 17.21 Limited Recourse to Conduit Lenders
SECTION 17.22 Continuing Liens
SECTION 17.23 Direction to Execute
SECTION 17.24 Acknowledgement and Consent to Bail-In of Affected Financial Institutions
SECTION 17.25 Acknowledgement Regarding any Supported QFCs
SECTION 17.26 Specified Aircraft
APPENDICES
APPENDIX I    Portfolio Concentration Limitations and Eligible Aircraft
APPENDIX II    Lender Commitments
EXHIBITS
EXHIBIT A    Form of Advance Request
EXHIBIT A-1    Form of Initial Advance Request
EXHIBIT B    Form of Note
EXHIBIT C    Form of Assignment and Assumption
EXHIBIT D    Form of Quarterly Report
EXHIBIT E    Form of AerCap Sub Note
EXHIBIT F    [Reserved]
EXHIBIT G    [Reserved]
EXHIBIT H    Form of Monthly Report
EXHIBIT I    [Reserved]
EXHIBIT J    Form of Accession Agreement
EXHIBIT K    Forms of Opinion of Counsel to Borrower Group/AerCap
EXHIBIT L    [Reserved]
Seventh Amended and Restated Credit Agreement    v

EXHIBIT M    [Reserved]
EXHIBIT N    [Reserved]
EXHIBIT O    Hedging Policy
EXHIBIT P    [Reserved]
EXHIBIT Q    Forms of limited liability company agreement, trust agreement and corporate constituent documents
SCHEDULES
SCHEDULE I    List of Aircraft
SCHEDULE II    List of Aircraft Owning Entities, the Aircraft Owned by Such Aircraft Owning Entities and the associated Owner Participants and Owner
Trustees
SCHEDULE III    List of Leases
SCHEDULE IV    List of Approved Countries
SCHEDULE V    [Reserved]
SCHEDULE VI    Account Details
SCHEDULE VII    Amounts Relating to Aircraft Financed With Proceeds of Initial Advance
SCHEDULE VIII    Capitalization and Subsidiaries
Seventh Amended and Restated Credit Agreement    vi

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
THIS SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into as of February 25, 2022 among AERFUNDING 1 LIMITED, an exempted company organized and existing under the laws of Bermuda (the “Borrower”), AERCAP IRELAND LIMITED, a private company limited by shares, incorporated and existing under the laws of Ireland under registered number 51950 (“AerCap”), as primary servicer under the Servicing Agreement (AerCap in such capacity, or any successor servicer appointed pursuant to Section 12.3 hereof, the “Servicer”), AERCAP ADMINISTRATIVE SERVICES LIMITED, a private company limited by shares, incorporated and existing under the laws of Ireland under registered number 281757 (“AASL”), individually and as primary administrative agent under the Service Provider Administrative Agency Agreement (AASL in such capacity, or any successor primary administrative agent appointed pursuant to Section 12.3 hereof, the “Service Provider Administrative Agent”), CASH MANAGER LIMITED, a private company limited by shares, incorporated and existing under the laws of Ireland under registered number 281755 (formerly known as AerCap Cash Manager II Limited) (“CML”), individually and as financial administrative agent under the Service Provider Administrative Agency Agreement (CML in such capacity, or any successor financial administrative agent appointed pursuant to Section 12.3 hereof, the “Financial Administrative Agent”), and as cash manager under the Cash Management Agreement (CML in such capacity, or any successor cash manager appointed pursuant to Section 12.3 hereof, the “Cash Manager”), and as insurance servicer under the Servicing Agreement (CML in such capacity, or any successor insurance servicer appointed pursuant to Section 12.3 hereof, the “Insurance Servicer”), the financial institutions identified as Lenders on the signature pages hereof and the other financial institutions that become parties hereto as Lenders (together with any permitted successors and assigns, the “Lenders”), the financial institutions identified as Conduit Lenders on the signature pages hereof and the other financial institutions that become parties hereto as Conduit Lenders (as defined herein), CREDIT SUISSE AG, NEW YORK BRANCH (“Credit Suisse NY”), as agent (Credit Suisse NY in such capacity, the “Administrative Agent”) for the Lenders and the Conduit Lenders and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Collateral Agent (as defined below) and in its capacity as Account Bank (as defined below).
W I T N E S S E T H :
WHEREAS, certain parties hereto entered into, or otherwise became parties to, the Sixth Amended and Restated Credit Agreement, dated as of December 4, 2020, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the Original Agreement), the Administrative Agent, and Deutsche Bank Trust Company Americas (as amended, supplemented and otherwise modified prior to the date hereof, the “Original Agreement”);
WHEREAS, the outstanding “Advances” under, and as defined in, the Original Agreement, and all accrued “Yield,” “Fees” and other “Obligations” payable under, and as defined in, the Original Agreement shall be refinanced on the Effective Date (as defined below) from the proceeds of Advances made hereunder on the Effective Date for such purpose (such Advances, collectively, the “Original Agreement Refinancing Advance”); and
WHEREAS, the parties hereto hereby intend to amend and restate the Original Agreement on the terms and conditions specified herein, but only effective from and as of the Effective Date (and the Original Agreement shall continue to be in full force and effect until the Effective Date notwithstanding the execution and delivery hereof);
Seventh Amended and Restated Credit Agreement

NOW THEREFORE, for good and valuable consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that, subject only to the execution and delivery of this Agreement by the parties hereto and the occurrence of the Effective Date, the Original Agreement is hereby amended and restated in its entirety to read as follows:
ARTICLE I

DEFINITIONS
SECTION 1.1 Defined Terms. As used in this Agreement, the following terms have the following meanings:
“AASL” has the meaning set forth in the Preamble.
“Accession Agreement” means an accession agreement entered into by a New Lender and acknowledged and agreed to by the Administrative Agent and the Borrower, substantially in the form of Exhibit J hereto.
“Account Bank” means initially Deutsche Bank Trust Company Americas and any successor or replacement thereof.
“Account Register” has the meaning set forth in Section 15.5(a).
“Additional Advance Commitment Period” means the period commencing on the Effective Date and ending on the Conversion Date.
“Additional Advance Date” has the meaning set forth in Section 2.1(g)(i).
“Additional Advance Request” has the meaning set forth in Section 2.2(b).
“Additional Advances” has the meaning set forth in Section 2.1(d).
“Additional Lease” means a Lease of an Additionally Financed Aircraft that is listed as an “Additional Lease” on Schedule III hereto, as such schedule is required, pursuant to the terms hereof, to be amended, restated or otherwise modified from time to time.
“Additionally Financed Aircraft” means an Aircraft with respect to which an Advance (other than an Improvement Advance) is made subsequent to the Initial Advance Date (or is otherwise an Additionally Financed Aircraft as described in Section 10.38(d)) and which is listed on Schedule I hereto, as such schedule is required, pursuant to the terms hereof, to be amended, restated or otherwise modified from time to time.
“Adjusted Appraised Base Value” means, as of any date of determination, with respect to an individual Aircraft, its adjusted appraised base value determined as follows:
AIBV - [OBV x 0.0050 x N] – [OBV x 0.0075 x M]
where:
AIBV    =    the Applicable Initial Appraised Base Value of such Aircraft;
M    =    if such Aircraft has an Aircraft Age of 60 months or more, the number of months elapsed since the later of:
Seventh Amended and Restated Credit Agreement    2

(a)the date on which the Initial Advance with respect to such Aircraft was made hereunder (or, if applicable, the date on which an Improvement Advance was made with respect to such Aircraft) and
(b)the date on which such aircraft reached an age of 60 months,
to the date of determination; or
if such aircraft is less than 60 months old, M = 0; and
N    =    the number of months elapsed since the date on which the Initial Advance with respect to such Aircraft was made hereunder (or, if applicable, the date on which an Improvement Advance was made with respect to such Aircraft) to (a) if such Aircraft had an Aircraft Age of less than 60 months, the date of determination or (b) otherwise, to the date on which such Aircraft reached an Aircraft Age of 60 months; and
OBV    =    the Original Base Value of such Aircraft;
“Adjusted Appraised Market Value” means, as of any date of determination, with respect to an individual Aircraft, its adjusted appraised market value determined as follows:
AICMV - [OMV x 0.0050 x N] – [OMV x 0.0075 x M]
where:
AICMV    =    the Applicable Initial Current Market Value of such Aircraft;
M    =    if such Aircraft has an Aircraft Age of 60 months or more, the number of months elapsed since the later of:
(a)the date on which the Initial Advance with respect to such Aircraft was made hereunder (or, if applicable, the date on which an Improvement Advance was made with respect to such Aircraft) and
(b)the date on which such aircraft reached an age of 60 months,
to the date of determination; or
if such aircraft is less than 60 months old, M = 0; and
N    =    the number of months elapsed since the date on which the Initial Advance with respect to such Aircraft was made hereunder (or, if applicable, the date on which an Improvement Advance was made with respect to such Aircraft) to (a) if such Aircraft had an Aircraft Age of less than 60 months, the date of determination or (b) otherwise, to the date on which such Aircraft reached an Aircraft Age of 60 months; and
OMV    =    the Original Market Value of such Aircraft;
Seventh Amended and Restated Credit Agreement    3

“Adjusted Book Value” means, as of any date of determination, with respect to an individual Aircraft, its adjusted book value determined as follows:
AIBKV - [OBKV x 0.0050 x N] – [OBKV x 0.0075 x M]
where:
AIBKV    =    the Applicable Initial Book Value of such Aircraft;
M    =    if such Aircraft has an Aircraft Age of 60 months or more, the number of months elapsed since the later of:
(a)the date on which the Initial Advance with respect to such Aircraft was made hereunder (or, if applicable, the date on which an Improvement Advance was made with respect to such Aircraft) and
(b)the date on which such aircraft reached an age of 60 months,
to the date of determination; or
if such aircraft is less than 60 months old, M = 0; and
N    =    the number of months elapsed since the date on which the Initial Advance with respect to such Aircraft was made hereunder (or, if applicable, the date on which an Improvement Advance was made with respect to such Aircraft) to (a) if such Aircraft had an Aircraft Age of less than 60 months, the date of determination or (b) otherwise, to the date on which such Aircraft reached an Aircraft Age of 60 months; and
OBKV    =    the Original Book Value of such Aircraft;
“Adjusted Borrowing Value” means, (a) with respect to an Eligible Aircraft financed with an Initial Advance, (A) on the Initial Advance Date, the amount specified as the “Adjusted Borrowing Value” on Schedule VII and (B) as of any other date of determination, its Adjusted Appraised Base Value, and (b) with respect to any Eligible Aircraft not financed with an Initial Advance, and as of any date of determination, the Approved Value as of such date. The Adjusted Borrowing Value of an Aircraft that is not an Eligible Aircraft as of the related date of determination, or as to which an Event of Loss has occurred as of the related date of determination, shall be zero. Also, while Critical Mass exists, to the extent that inclusion of the Adjusted Borrowing Value of a particular Aircraft under clause (b) of the definition of Facility Limit Percentage causes the Facility Limit Percentage to exceed an Aircraft Type Concentration Limit, Country/Region Concentration Limit or Widebody Maximum Percentage, as applicable, such Adjusted Borrowing Value, when used in calculating any Borrowing Base, will be reduced to the highest amount which, if included under such clause (b), would not cause such an excess.
In connection with the issuance of an Additional Advance Request for any Eligible Aircraft not financed with an Initial Advance the Borrower shall compute the lowest of (x) the applicable Advance Rate multiplied by such Eligible Aircraft’s Adjusted Book Value, (y) the applicable Advance Rate multiplied by such Eligible Aircraft’s Adjusted Appraised Base Value and (z) the applicable Advance Rate multiplied by such Eligible Aircraft’s Adjusted Appraised Market Value. The “Approved Value” for such Eligible Aircraft as of any date of determination will be its Adjusted Book Value, Adjusted Appraised Base Value or Adjusted Appraised Market
Seventh Amended and Restated Credit Agreement    4

Value, whichever amount resulted in the lowest computation among clauses (x), (y) and (z) made pursuant to the preceding sentence in connection with such initial Additional Advance Request.
“Administrative Agent” has the meaning set forth in the Preamble.
“Advance” means any amount disbursed by any Lender (or, if applicable, such Lender’s Conduit Lender) to the Borrower under this Agreement.
“Advance Date” means the Initial Advance Date or an Additional Advance Date.
“Advance Rate” means, for each Aircraft of a particular Type as of any date of determination, the applicable Base Advance Rate (whether before or after Critical Mass exists), as adjusted by each applicable Advance Rate Adjustment.
“Advance Rate Adjustment” means, with respect to any Aircraft, an adjustment to the Base Advance Rates for an Aircraft of that Type, attributable to a Critical Mass Advance Rate Adjustment, Lessee Diversity Score Advance Rate Adjustment, Deferral Advance Rate Adjustment or Portfolio Test Advance Rate Adjustment. Such Advance Rate Adjustments will apply to the determination of the applicable Advance Rates against Adjusted Borrowing Value, and be re-determined with all applicable adjustments being given current effect, as of each Payment Date or any other date as of which a Borrowing Base is being determined. All applicable Advance Rate Adjustments as of any particular date of determination will apply on a cumulative basis to reduce (or restore, if applicable) the otherwise applicable Base Advance Rate.
“Adverse Claim” means any Lien or any title retention, trust, or other type of preferential arrangement having the effect or purpose of creating a Lien or any claim of ownership, other than Permitted Liens.
“AerCap” has the meaning set forth in the Preamble.
“AerCap-Borrower Purchase Agreement” means the Purchase Agreement, substantially in the form of Exhibit M hereto, dated as of April 26, 2006, by and among the Borrower, AerCap and other vendors, as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof.
“AerCap Group” means AerCap Holdings N.V. (or, in the event that AerCap Holdings N.V. is replaced as parent entity of the AerCap Group and as the Supporting Party in accordance with Section 12.1(f), such successor entity to AerCap Holdings N.V.) and its consolidated Subsidiaries.
“AerCap Liquidity Facility” means the liquidity loan agreement, dated April 26, 2006, from AerCap as lender in favor of the Borrower, established for the purpose of funding the portion of Approved Asset Improvement Costs of the Borrower expected to be repaid with the proceeds of an Improvement Advance hereunder (with the remaining portion of such costs to be funded through advances under the AerCap Sub Note).
“AerCap Sub Notes” means, collectively, (i) that certain subordinated note of the Borrower, dated April 26, 2006 (and as amended and restated May 8, 2007, as further amended and restated June 9, 2011, as further amended and restated May 10, 2013, as further amended and restated December 10, 2014, as further amended and restated August 10, 2017, as further amended and restated December 4, 2020, and as further amended and restated on the Effective Date), issued to AerCap, the principal of and interest on which are repayable on a subordinated basis to the Borrower’s obligations to the Lenders, pursuant to the Flow of Funds and/or (ii) any
Seventh Amended and Restated Credit Agreement    5

other subordinated note of the Borrower, in form and substance identical to the subordinated note described in clause (i), issued to AerCap Holdings N.V. or any wholly owned Subsidiary of AerCap Holdings N.V., the principal of and interest on which are repayable on a subordinated basis to the Borrower’s obligations to the Lenders, pursuant to the Flow of Funds.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affected Lender” has the meaning set forth in Section 6.6(a).
“Affected Party” has the meaning set forth in Section 6.2(a).
“Affiliate” of any Person means any other Person that (i) directly or indirectly controls, is controlled by or is under common control with such Person (excluding any trustee under, or any committee with responsibility for administering, any employee benefit plan), or (ii) is an officer, trustee or director of such person. Without limiting the foregoing, a Person shall be deemed to be “controlled by” any other Person if such other Person possesses, directly or indirectly, power:
(a)to vote greater than 50% or more of the securities, membership interests or similar ownership interests (on a fully diluted basis) having ordinary voting power for the election of directors, members, managing partners or similar Persons; or
(b)to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
The word “Affiliated” has a correlative meaning. Notwithstanding the foregoing, in relation to any member of NatWest Group plc and its subsidiaries and subsidiary undertakings, the term "Affiliate" shall not include (i) the UK government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof) or (ii) any persons or entities controlled by or under common control with the UK government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) and which are not part of NatWest Group plc and its subsidiaries or subsidiary undertakings.
“Agreement” means this Seventh Amended and Restated Credit Agreement, as it may be amended, restated, supplemented or otherwise modified from time to time.
“Aircraft” means one or more of the commercial aircraft (including, without limitation, the airframe and all engines and parts with respect thereto) listed on Schedule I hereto, as such schedule is required, pursuant to the terms hereof, to be amended, restated or otherwise modified from time to time.
“Aircraft Acquisition Documents” means in respect of any Aircraft to become a Funded Aircraft, any of the related Lease, a bill of sale, a lease assignment and assumption agreement, the purchase agreement pursuant to which AerCap or an Aircraft Owning Entity acquires the Aircraft for on-sale to the Borrower under the AerCap-Borrower Purchase Agreement, and any invoice or other documentation evidencing the purchase price paid for such assets (to the extent not evidenced by any of the foregoing other documents).
“Aircraft Age” means the age in integral numbers of completed elapsed months of an Aircraft since its date of manufacture.
“Aircraft Age Limit” means, with respect to each Additionally Financed Aircraft, 60 months from the date of manufacture.
Seventh Amended and Restated Credit Agreement    6

“Aircraft Asset Expenses” has the meaning set forth in the Servicing Agreement; provided that, when such term is used in the Flow of Funds, Aircraft Asset Expenses shall not be deemed to include expenses that have been paid with funds withdrawn from the Maintenance Reserve Account or the Security Deposit Account, and also shall not include expenses and costs attributable to Approved Asset Improvements.
“Aircraft Assets” means one or more Aircraft, together with the related assets with respect thereto, including, without limitation, the Leases with respect to such Aircraft (and the Related Security with respect thereto) and any related Security Deposits, Maintenance Reserves or other cash reserves.
“Aircraft Limitation Event” means that at any time that a Critical Mass exists, and immediately after giving effect to any of the following:
(a)an acquisition into the Borrower’s Portfolio of an Aircraft, or
(b)the sale and consequent removal from the Borrower’s Portfolio of an Aircraft,
any of the following is true: (i) any Aircraft Type Concentration Percentage will exceed the related Aircraft Type Concentration Limit or (ii) the Widebody Percentage will exceed the Widebody Maximum Percentage.
“Aircraft Owning Entity” means a Person that is (i) an entity with Organizational Documents and Operating Documents substantially in the forms attached hereto as Exhibit Q (or in such other form as shall be reasonably satisfactory to the Administrative Agent), (ii) is identified on Schedule II hereto, as such schedule is required, pursuant to the terms hereof, to be amended, restated or otherwise modified from time to time, (iii)  the sole legal owner (including, without limitation, an Owner Trust but excluding an Owner Participant) of the Aircraft listed to the right of such Person’s name on such Schedule II hereto (as such schedule is required, pursuant to the terms hereof, to be amended, restated or otherwise modified from time to time), and (iv) a Person in which the Borrower owns, whether directly or indirectly, all of the Equity Interests.
“Aircraft Sale” has the meaning set forth in Section 7.2(f)(v).
“Aircraft Type Concentration Adjustment” means, for all Types, to the extent the Aircraft Type Concentration Percentage exceeds the relevant Aircraft Type Concentration Limit, the Adjusted Borrowing Value attributable to Aircraft of such Type that is used in calculating any Borrowing Base will be reduced to the highest amount which, if used in the calculation of Aircraft Type Concentration Percentage, would not cause such an excess.
“Aircraft Type Concentration Limit” means, for each Type of Aircraft listed on Table 1 to Appendix I hereto, the percentage set forth under the category “Maximum Aircraft Type Concentration Percentage” on Table 1 of Appendix I.
“Aircraft Type Concentration Percentage” means, for any date of determination and any particular Type of Aircraft, the Facility Limit Percentage of Aircraft of that Type in the Borrower’s Portfolio as of such date.
Seventh Amended and Restated Credit Agreement    7

“Allocable Advance Amount” means, with respect to any Aircraft and as of any date of determination, an amount equal to the product of (i) the Outstanding Principal Amount as of such date and (ii) a fraction, the numerator of which is equal to the Adjusted Borrowing Value of such Aircraft as of such date and the denominator of which is equal to the sum of the Adjusted Borrowing Values of all Aircraft in the Borrower’s Portfolio at such time.
“Alternate Base Rate” means, as of any date, a fluctuating rate of interest per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the greater of (a) the rate of interest established by Credit Suisse NY as its corporate base rate (such rate not necessarily being the lowest or best rate charged by Credit Suisse NY) as of such date of determination, (b) the Federal Funds Rate most recently determined by the Administrative Agent plus 0.50% per annum, (c) Term SOFR for a one-month tenor in effect on such day and (d) the Floor.
“Alternate Base Rate Advance” means an Advance that bears interest based on the Alternate Base Rate.
“Alternate Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Amendments” has the meaning set forth in Section 7.1A(c).
“Amortization Period” means the period beginning on the Conversion Date and ending on the Stated Maturity Date.
“Anti-Money Laundering Laws” means any and all Requirements of Law relating to money laundering or terrorist financing.
“Anti-Terrorism Laws” means any and all Requirements of Law relating to terrorism and terrorist financing, including, without limitation, the Executive Order and the Patriot Act.
“Applicable Carrier” means, as of any date, with respect to any Aircraft, the Eligible Carrier that is leasing such Aircraft from the applicable Aircraft Owning Entity or an Applicable Intermediary, on such date.
“Applicable Foreign Aviation Law” means, with respect to any Aircraft, any applicable law, rule or regulation (other than the FAA Act) of any Government Entity of any jurisdiction not included in the United States, governing the registration, ownership, operation, or leasing of all or any part of such Aircraft, or the creation, recordation, maintenance, perfection or priority of Liens on all or any part of such Aircraft.
“Applicable Initial Appraised Base Value” means, with respect to any individual Aircraft,
(a)If an initial Advance was or is being made in respect of such Aircraft but no Improvement Advance has been made in respect thereof, the Applicable Initial Appraised Base Value for such Aircraft shall be equal to the Base Value of such Aircraft set forth in its Initial Base Value Appraisal (provided that for any Aircraft financed with the proceeds of the Initial Advance, its Applicable Initial Appraised Base Value determined pursuant to this clause (a) shall be the amount specified as the “Adjusted Borrowing Value” for such Aircraft on Schedule VII); and
(b)If an Improvement Advance was or is being made in respect of such Aircraft, the Applicable Initial Appraised Base Value for such Aircraft shall be equal to the Base Value of such Aircraft set forth in its Improvement Base Value Appraisal.
Seventh Amended and Restated Credit Agreement    8

“Applicable Initial Book Value” means, with respect to any individual Aircraft,
(a)If an initial Advance was or is being made in respect of such Aircraft but no Improvement Advance has been or is being made in respect thereof, the Applicable Initial Book Value for such Aircraft shall be equal to the Book Value of such Aircraft as of the date on which the initial Advance with respect to such Aircraft was made hereunder; and
(b)If an Improvement Advance was or is being made in respect of such Aircraft, the Applicable Initial Book Value for such Aircraft shall be equal to the sum of (i) the amount of Approved Asset Improvement Cost for such Aircraft, plus (ii) the Adjusted Book Value of such Aircraft as of the date such Approved Asset Improvement Costs are incurred, determined using clause (a) immediately above as the Applicable Initial Book Value.
“Applicable Initial Current Market Value” means, with respect to any individual Aircraft,
(a)If an initial Advance was or is being made in respect of such Aircraft but no Improvement Advance has been or is being made in respect thereof, the Applicable Initial Current Market Value for such Aircraft shall be equal to the Current Market Value of such Aircraft set forth in its Initial Current Market Value Appraisal; and
(b)If an Improvement Advance was or is being made in respect of such Aircraft, the Applicable Initial Current Market Value for such Aircraft shall be equal to the Current Market Value of such Aircraft set forth in the Improvement Current Market Value Appraisal.
“Applicable Intermediary” means, with respect to any Aircraft, the Eligible Intermediary that has leased such Aircraft from the applicable Aircraft Owning Entity or Owner Trustee, and has subleased such Aircraft to an Applicable Carrier.
“Applicable Margin” means: (a) from the Effective Date to and including the Conversion Date, 2.05%, (b) after the Conversion Date to and including the first anniversary of the Conversion Date, 2.80%, (c) after the first anniversary of the Conversion Date to and including the second anniversary of the Conversion Date, 3.80% and (d) after the second anniversary of the Conversion Date, 4.80%.
“Approved Appraiser” means each of Ascend Worldwide Limited, BK Associates, Inc. and IBA Group Limited; provided that in the event that any such entity ceases to exist, such appraiser shall be replaced with any other ISTAT commercial aircraft appraiser which is selected by the Borrower and reasonably acceptable to the Administrative Agent.
“Approved Asset Improvement” means, in respect of an Aircraft in the Borrower’s Portfolio against which an Advance has been previously made, the Borrower’s procurement (using funds derived from advances made to it under the AerCap Liquidity Facility, the AerCap Sub Notes, and/or retained cash flow distributed to it pursuant to the Flow of Funds) of a value-enhancing improvement or upgrade as to such Aircraft (including but not limited to airframe heavy checks, engine refurbishment, landing gear overhaul, APU overhaul, and aircraft reconfiguration) but excluding the conversion of an aircraft from passenger to freighter configuration.
Seventh Amended and Restated Credit Agreement    9

“Approved Asset Improvement Cost” means the amount of the Borrower’s (or applicable Borrower Subsidiary’s) cost for an Approved Asset Improvement, following the Other Improvement Effective Date in respect of such Approved Asset Improvement, and the Borrower’s procurement and delivery to the Administrative Agent of an Improvement Base Value Appraisal and Improvement Current Market Value Appraisal of the related Aircraft.
“Approved Country List” means the list of countries set forth on Schedule IV attached hereto, as such list may be modified and supplemented from time to time in accordance with the following provisions (it being understood that no country which is a Prohibited Country shall be on the Approved Country List):
(a)if the Administrative Agent advises the Borrower in writing of (i) a change in law or regulation or in the interpretation thereof by a Government Entity after the Signing Date, or (ii) the implementation or initial application by a Government Entity after the Signing Date of law or regulation in a particular country then on the Approved Country List, that in either case, in the good faith, reasonable judgment of the Administrative Agent makes the financing of Aircraft registered in such country or leased by a Lessee organized under the laws of or domiciled in such country, subject to a material increase in legal risk as to creditor’s or lessor’s rights, rights of repossession or enforcement, or other material legal risks making it undesirable for a lender to finance such Aircraft (any of the foregoing, an “Adverse Legal Risk Change”), then the Approved Country List shall upon delivery of such written advice be deemed amended and changed to remove such adversely affected country, provided that no such removal shall be effective as to any Additional Advance for an Additionally Financed Aircraft related to the affected jurisdiction that occurs within 30 days of the delivery of such written advice, unless such Adverse Legal Risk Change itself occurred within such 30 day period; and
(b)with respect to (i) any adversely affected country described in clause (a) above which has been removed from the Approved Country List, or (ii) any other country which is otherwise not on the current Approved Country List, the Borrower may nonetheless provide that such country be treated for all purposes hereunder as if it were named on the list by either (1) obtaining the written agreement of the Administrative Agent to so treat such country as if on the list (or to actually add the country to an amended version of such list, if mutually agreed with the Borrower), or (2) procuring and maintaining Political Risk/Repossession Insurance in respect of Aircraft either registered in such country or that are leased under a Lease with a Lessee domiciled in or organized under the laws of such country (or both, if such is the case), in an amount not less than the Required Coverage Amount; and
(c)any country (other than a Prohibited Country) that has become or becomes a “contracting state” by ratification/accession to the Cape Town Convention and related Aviation Protocol shall be deemed automatically added to the Approved Country List at the time it becomes such a contracting state.
Seventh Amended and Restated Credit Agreement    10

“Approved Restructuring” means a series of transactions (including the making of inter-company loans and capital contributions, share issuances, share redemptions (which may occur at a premium) and the amendment of the Operating Documents of certain Borrower Subsidiaries to permit such capital contributions, share issuances and share redemptions (which may occur at a premium)) that may occur over a period of time, to transfer the Borrower’s ownership interests in certain Borrower Subsidiaries to one or more newly formed Borrower Subsidiaries (each such newly formed Borrower Subsidiary, a “Holdco Subsidiary”) each of which shall (i) be wholly owned by the Borrower, (ii) otherwise meet all requirements for all other Borrower Subsidiaries under the Credit Agreement, (iii) become a party to the Security Trust Agreement and, pursuant to the terms thereof, pledge its ownership interests in each of the Borrower Subsidiaries that it owns and (iv) have its ownership interests pledged by the Borrower pursuant to the terms of the Security Trust Agreement; provided that the Administrative Agent shall have received one or more Opinions of Counsel with respect to such transactions addressing substantive consolidation and compliance with Irish corporate law.
“Assignment and Assumption” means an assignment and assumption agreement entered into by a Lender or a Conduit Lender and an assignee of such Lender or Conduit Lender, as the case may be, and acknowledged and agreed to by the Administrative Agent, and, if the assignee thereunder is not an Eligible Assignee and such assignment and assumption agreement is executed prior to the occurrence of an Event of Default, acknowledged and agreed to by the Borrower, substantially in the form of Exhibit C hereto.
“Available Collections” means in respect of any Payment Date, the sum of (a) all Collections on deposit in the Collection Account as of the last day of the calendar month preceding such Payment Date and (b) the Maintenance Reserves Surplus Amount transferred from the Maintenance Reserve Account to the Collection Account on such Payment Date; provided that with respect to Leases with rental payments payable by the Lessee less frequently than monthly that are deposited therein during such calendar month, a pro rata portion (based on the frequency of payment in months) of such rental payments that have been so received and are held in the Collection Account will be treated as Available Collections received during that and each succeeding calendar month, and in each case applied on the related Payment Date pursuant to the Flow of Funds, with the balance not so applied on a Payment Date being retained in the Collection Account for pro rata application on future monthly Payment Dates as aforesaid.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.7(d).
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
Seventh Amended and Restated Credit Agreement    11

“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Advance Rate” means, (a) with respect to each Aircraft financed with the proceeds of the Initial Advance, as of any date of determination while Critical Mass exists, the amount set forth on Schedule VII as the Base Advance Rate for such Aircraft, (b) with respect to each Additionally Financed Aircraft, as of any date of determination while Critical Mass exists, any of the percentages (based on such Aircraft’s Adjusted Borrowing Value) set forth on Table 2 of Appendix I for each Type of Aircraft listed on such Table 2, under the headings “Base Advance Rate while Critical Mass exists,” (c) and with respect to each Aircraft on any date of determination when Critical Mass no longer exists, the percentages set forth on Table 2 of Appendix I for each Type of Aircraft listed on such Table 2, under the heading “Base Advance Rate while Critical Mass does not exist.”
“Base Value” means, with respect to any Aircraft and the definitions of Initial Base Value Appraisal and Improvement Base Value Appraisal used herein, the “Base Value” of such Aircraft which, in any case, represents an appraiser’s opinion of the underlying economic value of an aircraft in an open, unrestricted, stable market environment with a reasonable balance of supply and demand, and assumes full consideration of its “highest and best use”, founded in the historical trend of values and in the projection of future value trends and presuming an arm’s length, cash transaction between willing, able and knowledge parties acting prudently, with an absence of duress and with a reasonable period of time available for marketing.
“Basel III” means:
(a)the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(b)the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(c)any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.7(a).
Seventh Amended and Restated Credit Agreement    12

“Benchmark Date” means (a) for any Lender party to the Initial Agreement, April 26, 2006, (b) for any Lender not party to the Initial Agreement but party to the First Amended Agreement, May 8, 2007, (c) for any Lender not party to the Initial Agreement or the First Amended Agreement, but party to the Second Amended Agreement, June 9, 2011, (d) for any Lender not party to the Initial Agreement, the First Amended Agreement or the Second Amended Agreement, but party to the Third Amended Agreement, May 10, 2013, (e) for any Lender not party to the Initial Agreement, the First Amended Agreement, the Second Amended Agreement or the Third Amended Agreement, but party to the Fourth Amended Agreement, December 10, 2014, (f) for any Lender not party to the Initial Agreement, the First Amended Agreement, the Second Amended Agreement, the Third Amended Agreement or the Fourth Amended Agreement, but party to the Fifth Amended Agreement, August 10, 2017, (g) for any Lender not party to the Initial Agreement, the First Amended Agreement, the Second Amended Agreement, the Third Amended Agreement, the Fourth Amended Agreement or the Fifth Amended Agreement, but party to the Original Agreement, December 4, 2020 and (h) for any Lender not a party to any of the Initial Agreement, the First Amended Agreement, the Second Amended Agreement, the Third Amended Agreement, the Fourth Amended Agreement, the Fifth Amended Agreement or the Original Agreement, the later of the Signing Date and the date such Lender becomes a party hereto; provided that with respect to any Conduit Lender, each foregoing reference to “Lender” shall be deemed a reference to such Conduit Lender’s Granting Lender; provided, however, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) the New Accord, and, with respect to clause (i) and (ii), all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to have been enacted, adopted or issued subsequent to the Signing Date, regardless of the date actually enacted, adopted or issued.
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component
Seventh Amended and Restated Credit Agreement    13

used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or
(b)in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(c)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).
Seventh Amended and Restated Credit Agreement    14

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 3.7 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 3.7.
“BIS” means the Bureau of Industry and Security of the U.S. Department of Commerce.
“Board of Directors” means, with respect to any Person, (i) in the case of any company or corporation, the board of directors of such person, (ii) in the case of any limited liability company, the board of managers of such person, (iii) in the case of any limited partnership with a corporate general partner, the Board of Directors of the general partner of such person and (iv) in any other case, the functional equivalent of the foregoing.
“Bond Amount” has the meaning set forth in Section 8.1(g)(i).
“Book Value” means with respect to an Aircraft, (a) if such Aircraft was financed with the proceeds of an Initial Advance, the amount specified on Schedule VII as the “Book Value” for such Aircraft, (b) if such Aircraft or related Aircraft Owning Entity was purchased by AerCap not earlier than 45 days prior to its related Initial Advance Date or Additional Advance Date, as applicable, an amount equal to the cash purchase price of such Aircraft (or related Aircraft Owning Entity), or (c) if such Aircraft or Aircraft Owning Entity was purchased by AerCap more than 45 days prior to its related Initial Advance Date or Additional Advance Date, as applicable, an amount equal to the net book value for such asset as such value would be carried on the records of AerCap Group, consistent with GAAP, at the time of the related Initial Advance Date or Additional Advance Date, as applicable.
“Borrower” has the meaning set forth in the Preamble.
“Borrower Acquisition” has the meaning set forth in Section 10.30(a).
“Borrower Acquisition Documents” means, in respect of any Funded Aircraft, the documents executed in connection with a Borrower Acquisition thereof, including without limitation, any related Aircraft Acquisition Document and the AerCap-Borrower Purchase Agreement.
“Borrower Collateral” has the meaning set forth for the term “Collateral” as defined in the Security Trust Agreement.
“Borrower Expenses” means, for purposes of the use of such term in the Flow of Funds, Aircraft Asset Expenses, Operating Expenses and Related Expenses; provided that Borrower Expenses as used in the Flow of Funds shall not include (a) Borrower Income Tax Expenses (to the extent a separate allocation is provided therefor in the Flow of Funds), (b) expenses that have been or are properly payable or reimbursable with funds withdrawn from the Maintenance Reserve Account or the Security Deposit Account, or with the application of funds received from an insurance payment or other third party payment relating to casualty or condemnation (and in either such case such funds are actually available to the Borrower for such purposes and, for the avoidance of doubt, such expenses shall be Borrower Expenses to the extent such funds are not actually available to the Borrower for such purpose), (c) any expenses and costs attributable to Approved Asset Improvements, which costs (assuming satisfaction of all applicable conditions precedent and other requirements of this Agreement) could properly be the subject of reimbursement through an Improvement Advance, or (d) Overhead Expenses (as defined in the Servicing Agreement).
Seventh Amended and Restated Credit Agreement    15

“Borrower Funding Account” means an account (number UBSAFL.5) in the name of the Borrower and maintained with the Account Bank.
“Borrower Group Member” means the Borrower or a Borrower Subsidiary.
“Borrower Income Tax Expenses” means, for purposes of the use of such term in the Flow of Funds, Taxes based upon, attributable to or otherwise determinable by relation to income or net income of the Borrower or any Borrower Group Member.
“Borrower’s Portfolio” means, when used with respect to Aircraft, all Aircraft then Owned directly or indirectly by any Borrower Group Member or Owner Trust.
“Borrower Subsidiary” means any direct or indirect Subsidiary of the Borrower (including, without limitation, any Holdco Subsidiary), each of which shall be reasonably satisfactory to the Administrative Agent, including, without limitation, any Aircraft Owning Entity, any Owner Participant and any Applicable Intermediary.
“Borrowing Base” means, (A) as of the Effective Date and with respect to the Aircraft financed with the proceeds of the Initial Advance, the amount specified as the “Borrowing Base” on Schedule VII, and (B) as of any other date of determination, the amount equal to (a) the aggregate sum of the products of (x) the applicable Advance Rate for each Aircraft then in the Borrower’s Portfolio and (y) the Adjusted Borrowing Value of such Aircraft (after giving effect to any Aircraft Type Concentration Adjustment) as of such date, plus (b) all unreleased Advance proceeds held in the Borrower Funding Account pending release to the Borrower during the Holding Period, or repayment to the Lenders immediately following the Holding Period.
“Borrowing Base Deficiency” means, as of any Payment Date, the amount by which the Outstanding Principal Amount on such Payment Date exceeds the Borrowing Base on such Payment Date.
“Business Day” means any day on which commercial banks in Paris, France, London, England, New York, New York, United States, Amsterdam, The Netherlands, Dublin, Ireland, Seoul, South Korea, Singapore or Frankfurt am Main, Germany are not authorized or required to be closed.
“CAAC” means the Civil Aviation Administration of China.
“Cape Town Convention” means, collectively, the official English language texts of the Convention on International Interests in Mobile Equipment and the protocol to the Convention on International Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa.
“Cash Management Agreement” means the Cash Management Agreement, dated as of April 26, 2006, among the Cash Manager, the Collateral Agent, the Borrower, the Aircraft Owning Entities, the Owner Participants, the Applicable Intermediaries and the Administrative Agent, as amended and modified from time to time pursuant to the terms thereof.
“Cash Manager” has the meaning set forth in the Preamble.
Seventh Amended and Restated Credit Agreement    16

“Chattel Paper Original” means, when used in the provisions of Article VII in connection with delivery requirements and in related provisions in Article X, that the applicable original Lease and any related lease amendment or supplement being delivered shall have been designated the sole original copy thereof by the applicable Lessor (1) adding substantially the following language to the cover page of such Lease: “To the extent, if any, that this Lease Agreement or any lease amendment or supplement hereunder constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), this copy shall constitute the sole original thereof and no security interest in this Lease Agreement or lease amendment or supplement may be created through the transfer or possession of any counterpart other than this counterpart”; and (2) marking each other original executed counterpart of such Lease Agreement or lease amendment or supplement in its possession with the words “DUPLICATE ORIGINAL.”
“CML” has the meaning set forth in the Preamble.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement and any subsequent provisions of the Code amendatory thereof, supplemental thereto or substituted therefor.
“Collateral” has the meaning set forth in the Security Trust Agreement.
“Collateral Agent” means, for purposes of this Agreement and the other Transaction Documents and any related agreements or instruments, Deutsche Bank Trust Company Americas in its capacity as collateral agent under the Security Trust Agreement, together with any of its permitted successors and assigns.
“Collateral Agent Fees and Expenses” means the fees and expenses payable to the Collateral Agent and Account Bank pursuant to this Agreement or the Security Trust Agreement together with any other fees, payments and amounts owed to the Collateral Agent or the Account Bank under the Security Trust Agreement or this Agreement, including, without limitation, amounts payable pursuant to any indemnification provisions thereunder
“Collection Account” means the Collection Trust Account together with the Collection DDA Account (it being understood that any provision herein providing for or requiring a deposit of funds to the Collection Account shall be deemed to refer to a deposit to the Collection DDA Account, with all amounts on deposit in the Collection DDA Account to be automatically transferred on a daily basis to the Collection Trust Account).
“Collection DDA Account” means an account (number 01-474-339) in the name of the Borrower and maintained with the Account Bank.
“Collection Trust Account” means an account (number UBSAFL.1) in the name of the Borrower and maintained with the Account Bank.
Seventh Amended and Restated Credit Agreement    17

“Collections” means (i) any and all rent or lease payments, fees, and other income or payments in respect of any and all Aircraft due or collected under the Leases of such Aircraft excluding Maintenance Reserves payments and Security Deposit payments made by the applicable lessees, (ii) any and all proceeds from the sale, transfer, assignment or other disposition of any Aircraft, (iii) the portion of Security Deposits applied against rent or lease payments, (iv) any and all payments received by the Borrower as indemnification payments in respect of (A) any Aircraft Assets or (B) any Aircraft Owning Entity, Owner Participant or other Borrower Subsidiary, pursuant to the AerCap-Borrower Purchase Agreement, an Aircraft Acquisition Document or otherwise, (v) any proceeds from any guarantees, letters of credit or similar arrangements related to any and all Leases with respect to any and all Aircraft supporting the obligations described in clauses (i) through (iv) above, (vi) payments received by the Borrower under any Hedge Agreement, (vii) the amount of any Servicer Advances funded by the Servicer into the Collection Account, and (viii) any proceeds from any insurance (other than liability insurance) with respect to any and all Aircraft; provided that Collections shall not include any Excluded Payments.
“Commitment” of any Lender means (a) with respect to each Lender and Advances, the amount set forth opposite such Lender’s name on Appendix II as such Lender’s “Commitment”, or such amount as reduced or increased pursuant to Section 2.7 or by any Assignment and Assumption entered into by such Lender in compliance with Section 15.1, (b) with respect to a Lender (other than a Lender described in clause (a) above) that has entered into an Assignment and Assumption in compliance with Section 15.1, the amount set forth therein as such Lender’s Commitment and (c) with respect to a New Lender, the amount set forth as such Lender’s Commitment in an Accession Agreement entered into by such New Lender, in each case as such amount may be reduced or increased pursuant to Section 2.7 or an Assignment and Assumption entered into by such Lender in compliance with Section 15.1. As of the Effective Date, the total Commitments for all Lenders will be $2,075,000,000.
“Commitment Fee” has the meaning set forth in the Fee Letter.
“Communications” has the meaning set forth in Section 17.3(c).
“Conduit Lender” means a special purpose financing entity designated as a Conduit Lender by a Granting Lender pursuant to Section 2.8.
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Alternate Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).
Seventh Amended and Restated Credit Agreement    18

“Contingent Liabilities” means, with respect to any Person, (a) any agreement, undertaking or arrangement by which such Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person (the amount of obligation under any Contingent Liabilities shall be deemed to be the maximum outstanding amount of the debt, obligation or other liability guaranteed) and/or (b) liabilities that are contingent in nature which would be included as liabilities on the face of the balance sheet of such Person in accordance with GAAP.
“Contingent Policy” means (i) the insurance policy MK 51244 provided by Willis Limited for the benefit of the Borrower as in effect on the Original Closing Date, in the form provided and certified as a true and correct copy by the Borrower to the Administrative Agent for review prior to the Original Closing Date, with such amendments, addendums, endorsements, extensions or replacements as may have been entered into consistent with the provisions of Section 10.34 hereof, or (ii) one or more aviation hull, liability and/or other insurance policies in replacement of the foregoing as the Administrative Agent shall have reasonably approved.
“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” and “Controlled by” shall have meanings correlative thereto.
“Conversion Date” means the Payment Date occurring in September 2024; provided that, if an Event of Default or an Early Amortization Event occurs prior to the then scheduled Conversion Date, the Conversion Date shall be accelerated to the date on which such Event of Default or Early Amortization Event shall occur.
“Country/Region Concentration” means, for Aircraft within the Borrower’s Portfolio that are subject to a Lease, and for any date of determination, the Facility Limit Percentage of all Aircraft in the Borrower’s Portfolio that are under Lease to a Lessee within a specified Lessee Location (or an Affiliate thereof).
“Country/Region Concentration Limits” means, for Aircraft within the Borrower’s Portfolio which are subject to a Lease, the percentage assigned for each particular category of Lessee Location as set forth in the table on Appendix I hereto headed “Geographical Diversification”. To the extent any Country/Region Concentration Limit refers to specific credit ratings and the applicable Rating Agencies do not both assign equivalent ratings to a country, the lower rating will be used for purposes of determining compliance with the applicable Country/Region Concentration Limits.
“Credit Documents” means this Credit Agreement, any Notes, the Fee Letter, the AerCap-Borrower Purchase Agreement, the Deed of Tax Indemnity, each Service Provider Agreement, the Indemnification Agreement, the Purchase Agreement Guaranty, the Security Trust Agreement, the Irish Pledges, the Pledge of Borrower Equity, the Expenses Apportionment Agreement, any Maintenance Reserves Eligible Letter of Credit, Liquidity Reserve Eligible Letter of Credit and any Hedge Agreement.
“Credit Parties” has the meaning set forth in Section 17.4.
“Credit Suisse NY” means Credit Suisse AG, New York Branch.
Seventh Amended and Restated Credit Agreement    19

“Critical Mass” means as of any date of determination, the existence of an Outstanding Principal Amount of not less than $400,000,000.
“Critical Mass Advance Rate Adjustment” means any change within the Base Advance Rates set forth on Table 2 of Appendix I hereto, that occurs as a result of the existence of Critical Mass, as noted in the Base Advance Rate columns set forth within such Table 2 by the designations “Base Advance Rate while Critical Mass does not exist” and “Base Advance Rate while Critical Mass exists”.
“Critical Mass Event Advance” means an Additional Advance following the initial existence of Critical Mass, not constituting an Improvement Advance or for the purpose of financing the acquisition of an Additionally Financed Aircraft into the Borrower’s Portfolio, but utilizing any increase in availability of Advances due to an increase in Base Advance Rate attributable to a Critical Mass Advance Rate Adjustment.
“Current Market Value” means, with respect to an Aircraft and in connection with the definitions of Initial Current Market Value Appraisal and Improvement Current Market Value Appraisal herein, the amount, expressed in terms of currency, that may reasonably be expected for property exchanged between a willing buyer and a willing seller with equity to both, neither under any compulsion to buy or sell and both fully aware of all relevant, reasonably ascertainable facts.
“Deed of Tax Indemnity” means the Deed, dated 26 April 2006, between AerCap and the Borrower, relating to the AerCap-Borrower Purchase Agreement.
“Default” means any event that, if it continues uncured, will, with lapse of time or the giving of notice or both, constitute an Event of Default.
“Default Rate” means, with respect to any Advance (or portion thereof) on any date of determination, a rate per annum equal to the Lender Rate that would otherwise be in effect with respect to such Advance as of such date of determination plus 2%.
“Deferral Advance Rate Adjustment” means an adjustment to the Base Advance Rate of an Additionally Financed Aircraft as follows:
(a)if, on the Advance Date for such Additionally Financed Aircraft, the Lessee’s obligation to pay all or a portion of basic rent under the Lease of such Additionally Financed Aircraft has been deferred for a specified period pursuant to an agreement amending or waiving provisions of such Lease (or will be deferred pursuant to any such agreement to be entered into immediately after the making of the relevant Advance, where the sole condition to the execution and delivery thereof is the successful receipt of such Advance), and such deferral is continuing on the Advance Date (or the date of the agreement referenced in the prior parenthetical, if applicable), the applicable Base Advance Rate is reduced by 5 percentage points (subject to clause (c) below);
(b)if, on the Advance Date for such Additionally Financed Aircraft, the Lessee is (or will be for a specified future period) obligated to pay all or a portion of basic rentals calculated based on usage (i.e. a power-by-the-hour arrangement) under the Lease of such Additionally Financed Aircraft (or will be, pursuant to an agreement to be entered into immediately after the making of the relevant Advance, where the sole condition to the execution and delivery thereof is the successful receipt of such Advance), the applicable Base Advance Rate is reduced by 5 percentage points (subject to clause (d) below);
Seventh Amended and Restated Credit Agreement    20

(c)in the case of any Additionally Financed Aircraft with a Deferral Advance Rate Adjustment arising under clause (a) above, if at any date after the initial Advance Date for such Additionally Financed Aircraft (i) the basic rent deferral period referred to in clause (a) shall have elapsed (after giving effect to any extensions of such deferral period) and (ii) as of such date of determination, there is no Lease Event of Default under such Lease and the relevant Lessee has commenced paying the full contracted amount of rental payments under such Lease, then the Base Advance Rate reduction shall no longer be applicable; and
(d)in the case of any Additionally Financed Aircraft with a Deferral Advance Rate Adjustment arising under clause (b) above, if at any date after the initial Advance Date for such Additionally Financed Aircraft (i) the Lease of such Additionally Financed Aircraft provides for basic rental payments not primarily calculated based on usage and (ii) as of such date of determination, there is no Lease Event of Default under such Lease and the relevant Lessee has commenced paying the full contracted amount of rental payments under such Lease, then the Base Advance Rate reduction shall no longer be applicable.
“Determination Date” means, with respect to any Payment Date, the third Business Day immediately preceding such Payment Date.
“Disposition Payment Amount” has the meaning set forth in Section 4.2(b)(i).
“Dollar(s)” and the sign “$” mean lawful money of the United States of America.
“Early Amortization Event” means any of the following events:
(a)the occurrence of a Servicer Termination Event; or
(b)any Borrowing Base Deficiency exists as of any Payment Date and is not cured with a payment by the Borrower within five Business Days of such Payment Date.
“EASA” means the European Union Aviation Safety Agency.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means March 10, 2022.
Seventh Amended and Restated Credit Agreement    21

“Effectively Bonded” means, when such term is used in connection with a Lien, judgment or order for the payment of money, that (A) (x) the amount of such Lien, judgment or order is covered by a valid and binding policy of insurance between the defendant and the insurer covering payment thereof and (y) such insurer, which shall be rated at least “A” by A.M. Best Company or any similar successor entity, has been notified of, and has not disputed the claim made for payment of, the amount of such judgment or order, or (B) cash collateral, a letter of credit or other security in form and substance reasonably acceptable to the Administrative Agent has been posted (which may be a Bond Amount), in a manner reasonably satisfactory to the Administrative Agent, in an amount sufficient to discharge the applicable judgment or Lien, it being understood and agreed that depositing any such cash collateral, letter of credit or other security with the Collateral Agent shall be deemed a satisfactory manner of posting for the purposes of the preceding sentence.
“Eligible Aircraft” means any Aircraft that satisfies each of the following requirements:
(a)(i) such Aircraft (immediately after giving effect to the related purchase by a Borrower Group Member pursuant to the AerCap-Borrower Purchase Agreement and thereafter) is Owned by an Aircraft Owning Entity, (ii) such Ownership is free and clear of any Adverse Claim, and (iii) the Equity Interest with respect to the Aircraft Owning Entity that owns such Aircraft (immediately after giving effect to the related purchase by the Borrower under the AerCap-Borrower Purchase Agreement and thereafter) is owned, directly or indirectly, by the Borrower free and clear of any Adverse Claim;
(b)such Aircraft is of a Type set forth on Table 1 to Appendix I hereto; provided that any Aircraft of a Type identified with an asterisk on Table 2 to Appendix I shall only be Eligible Aircraft if such particular aircraft is a part of the Borrower’s Portfolio on the Initial Advance Date; provided further that (i) as of the initial Advance Date for such Aircraft (other than a B737 MAX model Aircraft), such Type is not subject to grounding orders or similar directives issued by either (1) all three of the FAA, EASA and CAAC or (2) the aviation authority with which the Aircraft is, or will be, registered on the initial Advance Date for such Aircraft, that, in any case, prohibit all aircraft of such Type subject to its jurisdiction from all commercial flight on such date and (ii) as of the initial Advance Date for any B737 MAX model Aircraft, such Type is not subject to grounding orders or similar directives issued by the FAA, EASA and the aviation authority with which the Aircraft is, or will be, registered on the initial Advance Date for such Aircraft, that, in any case, prohibit all aircraft of such Type subject to its jurisdiction from all commercial flight on such date;
(c)such Aircraft (i) if under Lease, is the subject of an Eligible Lease or (ii) if not the subject of an Eligible Lease, is being (or, after acquisition of such Aircraft by a Borrower Group Member, will be) serviced and managed, including as to efforts to currently, or eventually after completion of any applicable maintenance and/or improvements, market such Aircraft for placement under an Eligible Lease, in each case in accordance with the requirements of the Servicing Agreement;
Seventh Amended and Restated Credit Agreement    22

(d)such Aircraft is covered by (A) all of the insurance required to be provided by the lessee thereof described on Schedule 2.02(a) to the Servicing Agreement or (B) if such Aircraft is not the subject of an effective Lease, or the lessee with respect to such Aircraft has failed to maintain the insurance described on Schedule 2.02(a) to the Servicing Agreement with respect to such Aircraft (provided that the Servicer is taking all actions necessary under the Servicer Standard of Performance in connection with such lessee’s failure to obtain such insurance), the Contingent Policy; and the Administrative Agent has received with respect to such Aircraft, certificates of insurance from qualified brokers of aircraft insurance or other evidence reasonably satisfactory to the Administrative Agent, evidencing all such insurance, in each case, together with all endorsements required under the Transaction Documents and/or the applicable Notice and Acknowledgment;
(e)neither the Aircraft Owning Entity, nor, if applicable, the Owner Participant, the Applicable Intermediary or the Owner Trustee, with respect to such Aircraft is organized under the laws of, or domiciled in, any Prohibited Country, nor is the Aircraft registered in any Prohibited Country, provided that, for purposes of this clause (e), “Prohibited Country” shall include Ukraine so long as war (either an actual declaration of war or de facto state of war) exists between Ukraine and Russia in the opinion of the Administrative Agent acting reasonably;
(f)the Collateral Agent (on behalf of the Administrative Agent and the Lenders) has a duly perfected, first priority Lien and security interest on (i) the Aircraft Objects (as defined in the Security Trust Agreement), and the other collateral described in Section 2.01 of the Security Trust Agreement, relating to such Aircraft, in each case, consistent with the Perfection Standards, (ii) the Lease relating to such Aircraft, as applicable and (iii) the Equity Interests of the Aircraft Owning Entity which Owns such Aircraft and, if applicable, the Owner Participant with respect to such Aircraft;
(g)the Administrative Agent has received each of an Initial Base Value Appraisal and an Initial Current Market Value Appraisal with respect to such Aircraft;
(h)no Event of Loss has occurred with respect to such Aircraft; and
(i)at the time of its addition to the Borrower’s Portfolio as a Funded Aircraft, its Aircraft Age does not exceed the Aircraft Age Limit.
In addition, if the provisions of clause (b)(2) of the definition of Approved Country List apply to a country, an Aircraft otherwise constituting an Eligible Aircraft under this definition that is registered in such country, or leased by a Lessee organized under the laws of or domiciled in such country, shall cease to be an Eligible Aircraft if the Borrower fails to maintain the Required Coverage Amount for such country as contemplated in Section 10.34(d) and such failure is not remedied within 30 days.
“Eligible Assignee” has the meaning assigned such term in Section 15.1.
“Eligible Carrier” means any air carrier, or an Affiliate of any air carrier with whom such air carrier has undertaken to maintain, repair and operate an Aircraft in compliance with the terms of the applicable Eligible Lease (provided that the foregoing requirement will be satisfied if the air carrier is the sublessee under a sublease that is subject and subordinate to the Eligible Lease or the air carrier guarantees the obligations of the Lessee under the Eligible Lease), that:
Seventh Amended and Restated Credit Agreement    23

(a)at the time of the entering into of an Eligible Lease and on the date that the related Aircraft becomes a Funded Aircraft, is duly licensed to carry passengers or cargo (as such may be contemplated under the Lease related to the applicable Aircraft) under all Requirements of Law, whether foreign or domestic,
(b)is not an Embargoed Person,
(c)is organized under the laws of or domiciled in a country or jurisdiction whose laws provide for (x) the recognition of the rights of the relevant Aircraft Owning Entity (and any relevant Applicable Intermediary), as owner and lessor of such Aircraft, and (y) the entitlement or ability of such Aircraft Owning Entity (and any relevant Applicable Intermediary) to recover possession of such Aircraft in accordance with the terms of such Lease, and
(d)on the date that the Aircraft becomes a Funded Aircraft within the Borrower’s Portfolio under Lease to such air carrier or, if later, on the date that the Lease of the Aircraft to such air carrier commences, has had no continuing Event of Bankruptcy occur with respect to such air carrier unless (A) (i) in the case of a Lease to a carrier domiciled in or organized under the laws of the United States, each Aircraft Owning Entity leasing any Aircraft to such air carrier is entitled, pursuant to an order of the relevant bankruptcy court or under the relevant bankruptcy or insolvency law, to enforce such Aircraft Owning Entity’s rights against such air carrier, including, without limitation, the right to require the performance of such air carrier’s obligations under such Lease or the return of such Aircraft during such air carrier’s bankruptcy or insolvency, and (ii) in the case of a Lease to a carrier domiciled in or organized under the laws of a jurisdiction other than the United States, either (x) the Servicer has received, and found satisfactory, legal advice from Local Aircraft Counsel to the effect that the country in which such air carrier is organized has laws, with respect to bankruptcy, insolvency, protection of creditors, administration of receivership or reorganization applicable to such air carrier that provide for the entitlement or ability of such Aircraft Owning Entity (and any relevant Applicable Intermediary) to recover possession of such Aircraft in accordance with the terms of such Lease irrespective of such Event of Bankruptcy, or (y) the Administrative Agent has otherwise approved the entering into of such Lease and (B) solely during the period between December 10, 2020 and September 10, 2024, (i) in the case of a Lease to a carrier domiciled in or organized under the laws of the United States, the Lease was entered into after the commencement of the case or other proceeding constituting the Event of Bankruptcy that has occurred with respect to such air carrier (e.g., a post-petition agreement), or, in the event the Lease was entered into prior to the commencement of the case or other proceeding constituting such Event of Bankruptcy, such air carrier has agreed to assume such Lease or (ii) in the case of a Lease to a carrier domiciled in or organized under the laws of a jurisdiction other than the United States, either (x) the Servicer has received, and found satisfactory, legal advice from Local Aircraft Counsel to the effect that the country in which such air carrier is organized has laws, with respect to bankruptcy, insolvency, protection of creditors, administration of receivership or reorganization applicable to such air carrier that provide for the lessor to have rights in the applicable proceeding with respect to its claims under such Lease similar to the rights of the creditor of a debtor in a proceeding under chapter 11 of title 11 of the United States Code with respect to such creditor’s claims under a post-petition agreement (or, in the event the Lease was entered into prior to the commencement of the case or other proceeding constituting such Event of Bankruptcy, similar to the rights of the creditor or debtor in a proceeding under chapter 11 of title 11 of the United States Code with respect to such creditor’s claims under a pre-petition agreement that the debtor has agreed to assume), or (y) the Administrative Agent has otherwise approved the entering into of such Lease.
Seventh Amended and Restated Credit Agreement    24

“Eligible Conduit Lender” means, with respect to any Lender, a special purpose financing entity (i) administered or sponsored by such Lender or (ii) with respect to which such Lender acts as a Support Party, in each case which is a Qualifying Lender.
“Eligible Counterparty” means, in respect of any Hedge Agreement with the Borrower, any other counterparty that, at the time of execution and delivery of the related Hedge Agreement, (a) has a long term unsecured debt rating of at least A from S&P or A2 from Moody’s, and has a short-term unsecured debt rating of a least A-1 from S&P or “P-1” from Moody’s, (b) is a Lender that is a party to this Agreement at such time, or an Affiliate thereof, or (c) is any other entity that has otherwise been approved by the Borrower and the Lenders.
“Eligible Hedge Agreement” means an ISDA interest rate swap or cap agreement, collar or other interest rate or currency hedging instrument between the Borrower and the Eligible Counterparty named therein, including any schedules and confirmations prepared and delivered in connection therewith, pursuant to which the Borrower will receive payments from, or make payments to, the Eligible Counterparty as provided therein, and which (a) limits recourse by the Eligible Counterparty to the Borrower, to distributions in accordance with the Flow of Funds and (b) is otherwise consistent with the requirements of Section 10.32 hereof.
“Eligible Intermediary” means, with respect to any Aircraft, a Person that is a direct or indirect, wholly-owned subsidiary of the Borrower.
“Eligible Investments” means book-entry securities entered on the books of the registrar of such securities and held in the name or on behalf of the Account Bank, negotiable instruments, or securities represented by instruments in bearer or registered form (registered in the name of the Account Bank or its nominee) which evidence:
(a)readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the United States (which mature within 90 days of the date of purchase);
(b)insured demand deposits, time deposits or certificates of deposit of any commercial bank (which mature within 90 days of the date of purchase) that (i) is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated, at the time of the investment or contractual commitment to invest therein, as described in clause (d), (iii) is organized under the laws of the United States or any state thereof and (iv) has combined capital and surplus of at least $500,000,000;
(c)money market deposit accounts, time deposits (having a maturity of not more than 90 days from the date of purchase) or savings deposits, in each case as defined by Regulation D of the Board of Governors of the Federal Reserve System and issued or offered by any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof, which institution has a combined capital and surplus and undivided profits of not less than $250,000,000;
(d)repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (a) and (b) above entered into with any bank of the type described in clause (b) above;
(e)commercial paper having, at the time of the investment or contractual commitment to invest therein, a short-term rating of at least A-1/P-1 from S&P and Moody’s, respectively and maturities of not more than 30 days;
Seventh Amended and Restated Credit Agreement    25

(f)investments in no-load money market funds having a rating from each of S&P and Moody’s in its highest investment category (including such funds for which the Account Bank or any of its affiliates is investment manager or advisor); or
(g)other securities or instruments approved in writing by the Administrative Agent.
“Eligible Lease” means a fully-executed, valid and enforceable Lease of an Eligible Aircraft, between an Aircraft Owning Entity that Owns such Aircraft or any Applicable Intermediary, as Lessor, and an Eligible Carrier, as Lessee, which Lease satisfies each of the following requirements (unless the Administrative Agent acting at the direction of the Majority Lenders otherwise consents in writing):
(a)no prepayment shall have been made under such Lease, and no Lease payment obligation shall have been accelerated, provided that it is understood that a scheduled rental payment that is paid at the beginning of a rental period in accordance with the applicable Lease terms is not deemed to be a prepayment;
(b)the Administrative Agent shall have received a Notice and Acknowledgment executed by the Lessee with respect to such Lease;
(c)rent or lease payments under such Lease are payable no less frequently than semiannually;
(d)all monetary obligations of the Lessee pursuant to such Lease are payable solely in Dollars or Euros (and with respect to Euros, subject to the restrictions of Section 10.32), and, in the case of such obligations payable in Euros, a currency hedge agreement that is an Eligible Hedge Agreement is in effect with respect to payments to be made under such Leases;
(e)the Lessee has delivered to the Lessor formal notice of such Lessee’s acceptance of the relevant Aircraft executed at the time the term of such Lease commenced;
(f)with respect to any Security Deposit or Maintenance Reserves required of the Lessee under the Lease, if the Lease provides for the Lessee to procure a letter of credit in lieu of cash funding of such amounts, any such letter of credit that the Lessee has procured names (or will name, pursuant to an amendment, assignment or replacement of a previously issued letter of credit that named AerCap or an affiliate thereof as beneficiary, that such Lessee has undertaken to effect in due course within 90 days or such longer period as is commercially reasonable consistent with Leasing Company Practice, so long as an applicable Borrower Group Member has the right to direct a drawing thereon if the conditions to drawing occur during such period) the Borrower and/or the applicable Aircraft Owning Entity as beneficiary;
(g)the insurance required to be maintained by the Lessee under the terms of such Lease together with the insurance maintained under the Contingent Policy and any other insurance maintained by a Borrower Group Member shall provide coverages, limits and other terms with respect to the Aircraft that are in every respect the same in substance as, or more favorable to the Administrative Agent and the Lenders than, the applicable provisions of Annex 1 of the Servicing Agreement;
Seventh Amended and Restated Credit Agreement    26

(h)such Lease contains:
(i)    provisions requiring the Lessee not to create any Lien in respect of such Aircraft or any part thereof except for permitted liens consistent with Leasing Company Practice, including Liens not affecting the applicable Aircraft Owning Entity’s Ownership interest in such Aircraft or the use or operation of the Aircraft arising in the ordinary course of such Lessee’s business;
(ii)    provisions prohibiting the Lessee from flying or locating such Aircraft in any country in violation of applicable Requirements of Law or any insurance coverage required to be maintained by the Lessee;
(iii)    representations and warranties as to, without limitation, the due execution of such Lease by the Lessee and the validity of the Lessee’s obligations thereunder, due authorization of such Lease and procurement of relevant licenses and permits in connection therewith (or a legal opinion confirming such matters has been delivered to the relevant Lessor on behalf of the Lessee);
(iv)    provisions stipulating that such Lease will terminate (or such Lease is capable of being terminated) upon the occurrence of an Event of Loss with respect to such Aircraft (other than with respect to an engine) and the satisfaction of the Lessee’s obligations thereunder;
(v)    provisions setting forth the conditions under which the Lessor may terminate such Lease and repossess the relevant Aircraft, at any time after the expiration of any agreed grace period or remedy period, in each case consistent with Leasing Company Practice;
(vi)    provisions prohibiting the assignment by the Lessee of any benefits or obligations under the Lease to any Person, except (A) in the case of a merger, consolidation or transfer of all or substantially all assets by the Lessee, provided the successor assumes all of the Lessee’s obligations under the Lease, or (B) otherwise consistent with Leasing Company Practice (provided that, in respect of any assignment under this clause (B) exception that involves an assumption of the existing Lessee’s obligations and a corresponding release of the Lessee therefrom, the assuming lessee must be an Eligible Carrier);
(vii)    provisions acknowledging that when the Lessee gives formal notice of acceptance of the relevant Aircraft, it takes delivery of such Aircraft with no condition, warranty or representation of any kind having been given by or on behalf of the Lessor in respect of such Aircraft, except as to matters expressly set forth in such Lease;
(viii)    provisions stating that payments are to be made by the Lessee without set-off, counterclaim, withholding or any similar reduction, in each case with exceptions consistent with Leasing Company Practice;
(ix)    provisions requiring the Lessee to maintain the relevant Aircraft in accordance with and pursuant to applicable governmental and regulatory requirements, and consistent with Leasing Company Practice;
(x)    provisions permitting the Lessee to sublease the Aircraft only if the Lessee remains obligated to make payments on such Lease, except as permitted under specific conditions included in a Precedent Lease or with respect to specific
Seventh Amended and Restated Credit Agreement    27

classes of sublessees agreed by the applicable Lessor consistent with Leasing Company Practice (and provided that in respect of any sublease under this exception, the sublessee must be an Eligible Carrier);
(xi)    provisions prohibiting the Lessee from selling the Aircraft except upon exercise of a purchase option, any which purchase option must be a Qualifying Purchase Option as of the applicable Advance Date;
(xii)    provisions making the Lessee’s obligation to make rental payments absolute and unconditional under any and all circumstances and regardless of the occurrence of any events, with only such exceptions as are consistent with Leasing Company Practice;
(xiii)    provisions requiring the Lessee to bear the cost of complying with all Lease covenants including those pertaining to operation, insurance, maintenance and return, except that the Lessor may agree in the Lease to a formula for sharing the cost of compliance with airworthiness directives and manufacturer service bulletins, and to other concessions in respect of such costs, in each case consistent with Leasing Company Practice;
(xiv)    provisions requiring the Lessee to maintain insurance with respect to the Aircraft, consistent with Leasing Company Practice; and
(xv)    provisions requiring the Lessee to redeliver the Aircraft, including, if applicable, replacement engines and parts, on expiry or termination of the Lease (other than any expiration or termination coincident with the purchase of the Aircraft pursuant to the exercise of a purchase option by the Lessee), specifying the required return condition and any obligation of the Lessee to remedy or compensate the Aircraft Owning Entity that is the Lessor thereunder, directly or indirectly, for any material deviations from such return condition, in each case considering the other terms of the relevant Lease and to the extent consistent with Leasing Company Practice;
(i)with respect to Additionally Financed Aircraft, if such Lease is the Lease in effect for such Aircraft as of the initial Advance Date for such Aircraft, as of the initial Advance Date for such Aircraft, no Lease Event of Default has occurred and is continuing under such Lease; and
(j)if such Lease is a Future Lease, as of the date such Future Lease is entered into, no Lease Event of Default has occurred and is continuing under such Lease;
provided, however, that “Eligible Lease” also means, individually and collectively, (x) a fully-executed lease by an Aircraft Owning Entity (as Lessor) to an Applicable Intermediary (as Lessee) of an Aircraft, which Lease satisfies each of the requirements for an “Eligible Lease” set forth in clauses (a) through (h) above except that the Lessee is not an Eligible Carrier, and (y) a fully-executed sublease by such Applicable Intermediary (as sublessor) to an Eligible Carrier (as sublessee) of such Aircraft, and which sublease satisfies all the requirements for an “Eligible Lease” set forth in clauses (a) through (h) above, except that the sublessor is such Applicable Intermediary and the Eligible Carrier is a sublessee.
In addition, if any Lessee of an Aircraft otherwise constituting an Eligible Lease under this definition shall be in violation of any OFAC Laws or Anti-Terrorism Laws, such Lease shall cease to be an Eligible Lease due to such status of the Lessee until such violation is cured or the relevant Lease is otherwise terminated.
Seventh Amended and Restated Credit Agreement    28

“Eligible Service Provider” means any member of the AerCap Group or another Person which, at the time of its appointment as a Service Provider, (i) is servicing a portfolio of aircraft leases, (ii) is legally qualified and has the capacity to service the Aircraft and the Leases, (iii) has demonstrated the ability professionally and competently to service a portfolio of aircraft leases similar to the Leases with reasonable skill and care, (iv) is qualified and entitled to use, pursuant to a license or other written agreement, and agrees to maintain the confidentiality of, the software which the applicable Service Provider uses in connection with performing its duties and responsibilities under this Agreement and the applicable Service Provider Agreement or otherwise has available software which is adequate in the judgment of the Administrative Agent to perform its duties and responsibilities under this Agreement and the applicable Service Provider Agreement and (v) is otherwise satisfactory to the Administrative Agent.
“Embargoed Person” means (a) any and all Persons or aircraft named, listed or described from time to time on (i) the OFAC SDN List, (ii) the Foreign Sanctions Evadors list (FSE) maintained by OFAC, (iii) any sanctions list published by the United Nations Security Council or any committee thereof, http://www.un.org/sc/committees/list_compend.shtml, (iv) any sanctions list of Persons published by any Sanctions Authority broadly restricting dealings with such listed Persons, (v) the EU Consolidated List of Persons, Groups and Entities Subject to Common Foreign Security Policy Financial Sanctions, http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm, (vi) the Consolidated List of Financial Sanctions Targets in the UK, as published by HM Treasury, http://www.hm-treasury.gov.uk/fin_sanctions_index.htm, and/or (vii) the denied persons list, unverified list, entities list or other list maintained by BIS, (b) any Person or aircraft publicly identified as prohibited from doing business in the United States under any OFAC Law or other Requirement of Law, (c) any Person that resides, is organized or chartered, or has a place of business, in a Prohibited Country, (d) any agency or instrumentality of, or Person owned or controlled by any Prohibited Country or any Government Entity of a Prohibited Country, and/or (e) any Person that is owned or controlled by the foregoing, whether or not identified by any list.
“Employee Benefit Plan” means, with respect to any Person, any employee benefit plan within the meaning of Section 3(3) of ERISA which (i) is maintained for employees of a Person or any of its ERISA Affiliates or is assumed by such Person or any of its ERISA Affiliates in connection with any acquisition or (ii) has at any time been maintained for the employees of such Person or any current or former ERISA Affiliate.
“Entry Point Action” means a filing in respect of the security interest on an Aircraft with the FAA (with respect to an Aircraft registered with the FAA) or other filing or registration that is required in order to properly complete a registration with the International Registry that is required hereunder.
“Environmental Laws” means any federal, state, local or foreign statute, law, ordinance, code, rule, regulation, order, decree, permit or license regulating, relating to, or imposing liability or standards of conduct concerning, any environmental matters or conditions, environmental protection or conservation, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended; the Superfund Amendments and Reauthorization Act of 1986, as amended; the Resource Conservation and Recovery Act, as amended; the Toxic Substances Control Act, as amended; the Clean Air Act, as amended; the Clean Water Act, as amended; together with all regulations promulgated thereunder, and any other “Superfund” or “Superlien” law.
Seventh Amended and Restated Credit Agreement    29

“Equity Interest” means, with respect to any Person, all of the issued and outstanding shares, interests or other equivalents of capital stock of such Person, whether voting or non-voting and whether common or preferred, all partnership, joint venture, limited liability company, beneficial interests in a trust (statutory or common law) or other equity interests in or other indicia of ownership of such Person, all options, warrants and other rights to acquire, and all securities convertible into, any of the foregoing, all rights to receive interest, income, dividends, distributions, returns of capital and other amounts of such Person (whether in cash, securities, property, or a combination thereof), and all additional stock, warrants, options, securities, interests and other property of such Person, from time to time paid or payable or distributed or distributable in respect of any of the foregoing, including all rights to receive amounts due and to become due under or in respect of any Investment Agreement or upon the termination thereof, all rights of access to the books and records of any such Person, and all other rights, powers, privileges, interests, claims and other property in any manner arising out of or relating to any of the foregoing, of whatever kind or character (including any tangible or intangible property or interests therein), and whether provided by contract or granted or available under applicable law in connection therewith, including the right to vote and to manage and administer the business of any such Person pursuant to any applicable Investment Agreement, together with all certificates, instruments and entries upon the books of financial intermediaries at any time evidencing any of the foregoing, in each case whether now owned or existing or hereafter acquired or arising.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate”, as applied to any Person, means any other Person or trade or business which is a member of a group which is under common control with such Person, who together with such Person, is treated as a single employer within the meaning of Section 414(b) and (c) of the Code.
“Erroneous Payment” has the meaning specified in Section 14.15(a) of this Agreement.
“Erroneous Payment Subrogation Rights” has the meaning specified in Section 14.15(d) of this Agreement.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Euro” means the basic unit of currency among participating European Union countries.
“Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.
“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either:
(a)a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, examinership, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of all or substantially all of the debts of such Person, the appointment of a trustee, receiver, examiner, conservator, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive
Seventh Amended and Restated Credit Agreement    30

days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or
(b)such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, examiner, conservator, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or other entity, its Board of Directors shall vote to implement any of the foregoing.
“Event of Default” has the meaning set forth in Section 13.1.
“Event of Loss” means with respect to any Aircraft (a) if the same is subject to a Lease, a “Total Loss,” “Casualty Occurrence” or “Event of Loss” or the like (however so defined in the applicable Lease); or (b) if the same is not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss, (ii) its destruction, damage beyond repair or being rendered permanently unfit for normal use for any reason whatsoever, (iii) requisition of title of such Aircraft, or its confiscation, restraint, detention, forfeiture or any compulsory acquisition or seizure or requisition for hire by or under the order of any government (whether civil, military or de facto) or public or local authority or (iv) its hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof for a period of 30 consecutive days or longer. An Event of Loss with respect to any Aircraft shall be deemed to occur on the date on which such Event of Loss is deemed pursuant to the relevant Lease to have occurred or, if such Lease does not so deem or if the relevant Aircraft is not subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond repair or being rendered permanently unfit, the date on which such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction is not known, the date on which the relevant Aircraft was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition of title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of such requisition); or (E) in the case of clause (iv) above, the final day of the period of 30 consecutive days referred to therein.
“Excess LTV Cure Amounts” has the meaning set forth in Section 10.38(c).
“Excluded Payments” has the meaning assigned to such term in the Security Trust Agreement.
“Executive Order” means Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001.
“Executive Orders” means Executive Orders issued by the President of the United States from time to time, inclusive of the Executive Order.
“Expenses Apportionment Agreement” means the Loan, Expense Apportionment and Guarantee Agreement, dated as of April 26, 2006, among the borrower named therein, and the Borrower.
Seventh Amended and Restated Credit Agreement    31

“FAA” means the United States Federal Aviation Administration.
“FAA Act” means 49 U.S.C. Subtitle VII, §§ 40101 et seq., as amended from time to time, any regulations promulgated thereunder and any successor provision.
“FAA Counsel” means a law firm having nationally recognized expertise in FAA matters that is reasonably satisfactory to the Administrative Agent, it being understood that as of the Signing Date, the firms of Debee Gilchrist, Daugherty, Fowler, Peregrin, Haught & Jensen, Crowe and Dunlevy, or McAfee & Taft, are each satisfactory to the Administrative Agent.
“Facility Limit” means the sum of (a) $2,075,000,000 and (b) the aggregate of all New Commitments effectuated pursuant to Section 2.7.
“Facility Limit Percentage” means, with respect to any percentage determination relating to Aircraft Type Concentration Percentage, Country/Region Concentrations or Widebody Maximum Percentage, and as of any date of determination, the percentage represented by the product of (a) the Advance Rate applicable to Aircraft falling within the category being measured (and giving effect to all applicable Advance Rate Adjustments), times (b) the sum of the Adjusted Borrowing Values of all Aircraft falling within the category being measured, divided by (c) the amount of the Facility Limit.
“Facility Termination Date” means the earliest to occur of (i) the Stated Maturity Date or (ii) the date of the declaration, or automatic occurrence, of the Facility Termination Date pursuant to Section 13.2, and (iii) the date on which both of the following conditions exist: (A) the aggregate outstanding Advances and all other Obligations have been indefeasibly paid in full, and (B) the commitment of each Lender to make any Advances hereunder shall have expired or been terminated.
“FATCA” means:
(a)sections 1471 to 1474 of the Code or any associated regulations (or any amended or successor version that is substantively comparable and not materially more onerous to comply with);
(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or
(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the United States Internal Revenue Service, the United States government or any governmental or taxation authority in any other jurisdiction.
“FATCA Deduction” means a deduction or withholding from a payment under any Credit Document required by or under FATCA;
“FATCA Exempt Party” means a party that is entitled under FATCA to receive payments free from any FATCA Deduction;
“FATCA Non-Exempt Party” means any party who is not a FATCA Exempt Party;
Seventh Amended and Restated Credit Agreement    32

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the applicable Administrative Agent from three Federal funds brokers of recognized standing selected by it.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.
“Fee Letter” has the meaning set forth in Section 3.4.
“Fees” means all fees and other amounts payable by the Borrower to the Administrative Agent under the Fee Letter.
“Fifth Amended Agreement” means that certain Fifth Amended and Restated Credit Agreement, dated as of August 10, 2017, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the Fifth Amended Agreement), the Administrative Agent and Deutsche Bank Trust Company Americas.
“Financial Administrative Agent” has the meaning set forth in the Preamble.
“First Amended Agreement” means that certain First Amended and Restated Credit Agreement, dated as of May 8, 2007, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the First Amended Agreement), UBSS and Deutsche Bank Trust Company Americas.
“Fiscal Year” means a fiscal year for financial accounting purposes commencing on January 1 and ending on December 31.
“Flow of Funds” means the cash flow allocation and distribution provisions set forth at Section 8.1(e) of this Agreement.
“Floor” means a rate of interest equal to 0%.
“Fourth Amended Agreement” means that certain Fourth Amended and Restated Credit Agreement, dated as of December 10, 2014, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the Fourth Amended Agreement), the Administrative Agent and Deutsche Bank Trust Company Americas.
“Funded Aircraft” means any Aircraft with respect to which Advances have been made hereunder (or which is otherwise an Additionally Financed Aircraft) (and excluding any Specified Aircraft).
“Future Lease” means, with respect to each Aircraft, any Eligible Lease as may be in effect at any time after the date on which the initial Advance with respect to such Aircraft was made hereunder between a Borrower Group Member (as Lessor) and an Eligible Carrier (as Lessee), in each case other than any Initial Lease or Additional Lease.
“GAAP” means generally accepted accounting principles in the United States of America in effect from time to time.
Seventh Amended and Restated Credit Agreement    33

“Government Entity” means: (a) any national government, political sub-division thereof, or local jurisdiction therein; (b) any instrumentality, board, commission, department, division, organ, court, exchange control authority, or agency of any thereof, however constituted; or (c) any association, organization, or institution of which any of the above is a member or to whose jurisdiction any thereof is subject or in whose activities any thereof is a participant.
“Granting Lender” has the meaning set forth in Section 2.8.
“Hazardous Material” means and includes any pollutant, contaminant, or hazardous, toxic or dangerous waste, substance or material (including without limitation petroleum products, asbestos-containing materials and lead), the generation, handling, storage, transportation, disposal, treatment, release, discharge or emission of which is subject to any Environmental Law.
“Hedge Agreement” means one of the hedge agreements entered into by the Borrower pursuant to the terms of Section 10.32 hereof.
“Hedging Policy” has the meaning set forth in Section 10.32(a).
“Holdco Subsidiary” has the meaning set forth in the definition of Approved Restructuring.
“Holding Period” has the meaning set forth in Section 2.3(c)(i).
“Holding Period Release Request” has the meaning set forth in Section 2.3(c)(iv).
“Improvement Advance” means an Additional Advance in respect of Approved Asset Improvement Costs (and, if applicable, the use of a portion of the related Advance to increase the amounts in the Liquidity Reserve Account) rather than for the purpose of adding Additionally Financed Aircraft to the Borrower’s Portfolio.
“Improvement Base Value Appraisal” means in connection with an Improvement Advance in respect of an Aircraft, the average of the appraisals of the Base Value (adjusted for actual maintenance status) of such Aircraft from three Approved Appraisers, delivered after the completion of the related Approved Asset Improvement but not earlier than 45 days prior to the date of the related Improvement Advance.
“Improvement Current Market Value Appraisal” means in connection with an Improvement Advance in respect of an Aircraft, the average of the appraisals of the Current Market Value (adjusted for actual maintenance status) of such Aircraft from three Approved Appraisers, delivered after the completion of the related Approved Asset Improvement but not earlier than 45 days prior to the date of the related Improvement Advance.
“Increased Amount Date” has the meaning set forth in Section 2.7.
“Increased Availability Advance” means an Additional Advance following the initial existence of Critical Mass, not constituting an Improvement Advance or a Critical Mass Event Advance, and not for the purpose of financing the acquisition of an Additionally Financed Aircraft into the Borrower’s Portfolio, but utilizing any increase in availability of Advances due to an increase in Base Advance Rate attributable to a change in an Advance Rate Adjustment.
“Increasing Lender” has the meaning set forth in Section 2.7.
“Indebtedness” of any Person means, without duplication:
Seventh Amended and Restated Credit Agreement    34

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(b)    all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for the account of such Person;
(c)    all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capitalized lease liabilities;
(d)    all obligations of such Person to pay the deferred purchase price of property;
(e)    all obligations secured by an Adverse Claim upon property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such obligations; and
(f)    all Contingent Liabilities of such Person in respect of any of the foregoing.
“Indemnification Agreement” means the Indemnification Agreement dated as of November 6, 2006 by AerCap Holdings N.V. in favor of the Borrower, the Collateral Agent and the Administrative Agent, or any successor or replacement to such agreement contemplated by Section 12.1(f) hereof and the terms thereof.
“Indemnified Amounts” has the meaning set forth in Section 16.1.
“Indemnified Party” has the meaning set forth in Section 16.1.
“Individual Lessee Score” means, for purposes of determining Lessee Diversity Score and with respect to any particular Lessee of an Aircraft within the Borrower’s Portfolio, the percentage represented by the quotient of one divided by the number of Aircraft in the Borrower’s Portfolio under Lease to such Lessee (or any Affiliate thereof).
“Initial Advance Date” has the meaning set forth in Section 2.1(g)(i).
“Initial Advance Request” has the meaning set forth in Section 2.2(a).
“Initial Advances” has the meaning set forth in Section 2.1(a).
“Initial Advance Schedule” means a schedule which shall replace Schedule VII, which shall identify (1) the amount of the Initial Advance to be made on the Effective Date in respect of each Aircraft in the portfolio on the Effective Date, calculated as (a) 70.0% multiplied by (b) the sum of (x) the Initial Base Value Appraisal of each Aircraft, determined as of December 2021 and (y) the aggregate amount of the Maintenance Reserves balance for each Aircraft (including any amounts paid by the Lessee whether held in cash or for which a Maintenance Reserves Eligible Letter of Credit has been provided and any amounts available under any letter of credit provided pursuant to a Lease in respect of a Lessee’s maintenance obligations); provided that the aggregate amount of the Initial Advance shall not exceed the amount of the advances outstanding pursuant to the Original Agreement immediately prior to the making of the Initial Advance; and (2) each of the amounts required hereby to be determined by reference to Schedule VII, including the Adjusted Borrowing Value, the Book Value, the Borrowing Base, the Original Base Value and the Maintenance Reserves balance for each such Aircraft as of the Effective Date, calculated on the basis of the Initial Advance amount calculation.
Seventh Amended and Restated Credit Agreement    35

“Initial Agreement” means that certain Credit Agreement, dated as of April 26, 2006, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the Initial Agreement), UBSS and Deutsche Bank Trust Company Americas.
“Initial Base Value Appraisal” means with respect to any individual Aircraft, the average of three appraisals of the Base Value (adjusted for actual maintenance status) of such Aircraft from three Approved Appraisers delivered not earlier than 45 days prior to the date of the initial Advance against such Aircraft.
“Initial Current Market Value Appraisal” means with respect to any individual Aircraft, the average of three appraisals of the Current Market Value (adjusted for actual maintenance status) of such Aircraft from three Approved Appraisers delivered not earlier than 45 days prior to the date of the initial Advance against such Aircraft.
“Initial Financed Aircraft” means an Aircraft with respect to which an Advance is made on the Initial Advance Date and which is listed on Schedule I hereto on the date hereof.
“Initial Lease” means a Lease of an Initial Financed Aircraft which is listed as an “Initial Lease” on Schedule III hereto, as such schedule is required, pursuant to the terms hereof, to be amended, restated or otherwise modified from time to time.
“Insufficiency” has the meaning set forth in Section 5.1(d).
“Insurance Servicer” has the meaning set forth in the Preamble.
“Interest Period” means, as to any Advance (or portion thereof), the period commencing on the funding date of such Advance, and concluding on but excluding the next succeeding Payment Date, and each period thereafter commencing on a Payment Date and concluding on but excluding the next succeeding Payment Date; provided that:
(i)    if any Interest Period for any Advance commencing before the Facility Termination Date would otherwise end on a date after the Facility Termination Date, such Interest Period shall be deemed to and shall end on the Facility Termination Date; and
(ii)    the duration of each such Interest Period that commences on or after the Facility Termination Date, if any, shall be of such duration as shall be selected by the Administrative Agent.
“International Registry” means the international registry located in Dublin, Ireland, established pursuant to the Cape Town Convention.
“International Registry Procedures” means the official English language text of the Procedures for the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention.
“Investment Agreement” means, with respect to any Person, any Operating Document or Organizational Document, joint venture agreement, limited liability company operating agreement, stockholders agreement or other agreement creating, governing or evidencing any Equity Interests and to which such Person is now or hereafter becomes a party, as any such agreement may be amended, modified, supplemented, restated or replaced from time to time pursuant to the terms thereof.
“Irish Bank” means any bank organized under the laws of the Republic of Ireland.
Seventh Amended and Restated Credit Agreement    36

“Irish Pledge” means each Equitable Charge on Shares granted or to be granted by the applicable Borrower Group Member in favor of the Collateral Agent relating to each of its Irish incorporated Subsidiaries.
“Irish VAT Refund Account” means an account in the name of the Borrower and maintained with an Irish Bank.
“ISDA” means a 1992 ISDA Master Agreement (Multicurrency-Cross Border) or 2002 ISDA Master Agreement, both as published by the International Swaps and Derivatives Association, Inc. (including a long-form confirmation by which the parties agree that any transactions thereunder shall be treated as if the parties had executed any such ISDA Master Agreement in such form).
“Lease” means a lease agreement, which is listed on Schedule III hereto, as such schedule is supplemented (or, if not so supplemented, required to be supplemented) pursuant to the terms hereof from time to time, between an Aircraft Owning Entity or an Applicable Intermediary, as lessor of an Aircraft, and an airline, air freight company or similar entity, as lessee of such Aircraft, in each case together with all schedules, supplements and amendments thereto, and each other document, agreement and instrument related thereto.
“Lease Event of Default” has the meaning set forth in the AerCap-Borrower Purchase Agreement.
“Leasing Company Practice” means the reasonable commercial practices of leading international aircraft operating lessors, which, so long as AerCap or its Affiliate is the Servicer, shall mean, in relation to an Aircraft and any particular issue or matter, the customary commercial practice that the AerCap Group applies under similar circumstances in respect of other aircraft owned by the AerCap Group, as such practice may be required to be adjusted by the requirements of this Agreement and the other Transaction Documents, including the requirements in respect of Collateral.
“Lender Rate” means, with respect to any Advance made and held by a Lender (or, if applicable, such Lender’s Conduit Lender), and the Interest Period related thereto, an interest rate per annum equal to Term SOFR applicable to such Interest Period plus the Applicable Margin; provided, however, that if the Administrative Agent determines that (x) funding such Advance at Term SOFR would violate any applicable law, rule, regulation, or directive, whether or not having the force of law, or (y) adequate and reasonable means do not exist for ascertaining Term SOFR, then, in any such case, the Administrative Agent shall suspend the availability of Term SOFR for such Lender and such Advance for such Lender shall accrue Yield during such Interest Period at the Alternate Base Rate plus the Applicable Margin.
“Lenders” has the meaning set forth in the Preamble.
“Lessee” means the lessee under the applicable Lease.
Seventh Amended and Restated Credit Agreement    37

“Lessee Diversity Score” means, with respect to the Borrower’s Portfolio and as of any date of determination, the aggregate sum of the individual percentages, calculated for each individual Lessee of an Aircraft under Lease to such Lessee (a “Specified Lessee”) or an Affiliate thereof, with such individual percentages determined pursuant to the following formula:
(ABVL / AABV) x ILS
where:
ABVL    =    the Adjusted Borrowing Value of Funded Aircraft under Lease to the Specified Lessee (or an Affiliate thereof);
AABV    =    the aggregate Adjusted Borrowing Value of all Funded Aircraft in the Borrower’s Portfolio; and
ILS    =    the Individual Lessee Score for the Specified Lessee.
“Lessee Diversity Score Advance Rate Adjustment” means an adjustment to the Base Advance Rates based on the Lessee Diversity Score as follows:
(a)for any date of determination, if the Lessee Diversity Score as of such date is equal to or below 30%, the applicable Base Advance Rate is reduced by 10 percentage points so long as Critical Mass does not exist, and by 5 percentage points while Critical Mass exists;
(b)for any date of determination, (i) if the Lessee Diversity Score as of such date is lower than or equal to 39% but greater than 38%, the applicable Base Advance Rate will decrease by 6/10ths of a percentage point so long as Critical Mass does not exist, and by 3/10ths of a percentage point while Critical Mass exists, and (ii) for each additional integral percentage point from 38% down to 30% as to which the Lessee Diversity Score as of such date is lower than or equal to the higher integer and greater than the next lower integer, the applicable Base Advance Rate will decrease by an additional 6/10ths of a percentage point, so long as Critical Mass does not exist, and by 3/10ths of a percentage point while Critical Mass exists;
(c)for any date of determination, (i) if the Lessee Diversity Score as of such date is lower than or equal to 49% but greater than 48%, the applicable Base Advance Rate will decrease by 4/10ths of a percentage point so long as Critical Mass does not exist, and by 2/10ths of a percentage point while Critical Mass exists, and (ii) for each additional integral percentage point from 48% down to 39% as to which the Lessee Diversity Score as of such date is lower than or equal to the higher integer and greater than the next lower integer, the applicable Base Advance Rate will decrease by an additional 4/10ths of a percentage point, so long as Critical Mass does not exist, and by 2/10ths of a percentage point while Critical Mass exists; and
(d)for any date of determination as of which the Lessee Diversity Score as of such date is equal to or greater than 49%, the applicable Base Advance Rates will have no adjustment.
“Lessee Limitation Event” means that at any time after the Borrower initially achieves Critical Mass, and immediately after giving effect to any of the following:
(a)an acquisition into the Borrower’s Portfolio of an Aircraft subject to a Lease, or
Seventh Amended and Restated Credit Agreement    38

(b)the sale and consequent removal from the Borrower’s Portfolio of an Aircraft subject to a Lease, or
(c)the leasing of an Aircraft within the Borrower’s Portfolio (other than an extension or renewal with the same Lessee of a then-existing Lease),
any Country/Region Concentration applicable to a Lessee exceeds a Country/Region Concentration Limit.
“Lessee Location” means, where such term is used in connection with Country/Region Concentration, the country or geographical region (within the designated categories of same set forth in the table on Appendix I hereto headed “Geographical Diversification”) in which the applicable Lessee is domiciled.
“Lessor” means the lessor under the applicable Lease.
“Lien” means any security interest, lien, mortgage, charge, pledge, preference, equity or encumbrance of any kind, including tax liens, mechanics’ liens, conditional sale and any liens that attach by operation of law.
“Liquidity Reserve Account” has the meaning set forth in Section 5.1(a)(i).
“Liquidity Reserve Eligible Letter of Credit” means an irrevocable standby letter of credit:
(i) which is issued by a U.S. banking institution (or a non-U.S. banking institution but confirmed by a U.S. banking institution) with a short term credit rating of at least A-1 and P-1 from S&P and Moody’s, respectively; provided that, in the event that the short-term credit rating of the banking institution which issued such letter of credit falls below the credit rating set forth above, such letter of credit shall no longer be a Liquidity Reserve Eligible Letter of Credit only after 30 calendar days have elapsed since the date of such downgrade;
(ii) the account party of which is the Servicer;
(iii) the beneficiary of which is the Collateral Agent;
(iv) which has a stated maturity date that is not earlier than 364 days after the date of issuance of such letter of credit;
(v) which provides that if (v) such letter of credit is not renewed or replaced on or before 30 calendar days prior to its stated expiry, (w) an Event of Bankruptcy shall have occurred with respect to the Servicer, (x) the credit rating of the banking institution which issued such letter of credit falls below the minimum credit rating specified above, (y) an Event of Default has occurred or (z) the Collateral Agent is otherwise entitled to draw on such letter of credit pursuant to the terms of this Agreement, the Collateral Agent shall be entitled to immediately or at any time thereafter, without prior notice, make a demand under such letter of credit in an amount equal to its face value;
(vi) any ongoing fees with respect to which are not the obligation of the Borrower;
(vii) which is (and with respect to which all related documents and agreements are) in form and substance, reasonably satisfactory to the Administrative Agent; and
Seventh Amended and Restated Credit Agreement    39

(viii) the original of which has been delivered to the Collateral Agent or the Administrative Agent.
“Liquidity Reserve Initial Required Amount” means, in respect of Advances against Aircraft occurring on the Initial Advance Date as referred to in Section 5.1(a) hereof, an amount equal to 5% of the Outstanding Principal Amount of all Advances.
“Liquidity Reserve Maximum Amount” means as of any date of determination from the Effective Date an amount equal to the greater of (i) 5% of the Outstanding Principal Amount of all Advances and (ii) $25,000,000.
“Liquidity Top-Up Amount” means, as of any date of determination, an amount equal to the excess of the Liquidity Reserve Maximum Amount (after giving effect to any Advances being made on such date) over the amount on deposit in the Liquidity Reserve Account (prior to giving effect to any Advances being made on such date).
“Local Aircraft Counsel” means any law firm having expertise in Applicable Foreign Aviation Law matters that is reasonably satisfactory to the Administrative Agent.
“LTV” means, as of any date of determination, the following, expressed as a percentage:
(A – B) / (C + D)
Where
A = the aggregate Outstanding Principal Amount of the Advances, taking into account any payment or prepayment of the Advances made or to be made on or before such date and giving effect to the application of any Sale Deposit Amount received but not yet applied;
B = the sum of the amounts on deposit in the Liquidity Reserve Account and the amounts available under the Liquidity Reserve Eligible Letter of Credit (taking into account any deposits therein made on such date of determination);
C = the sum of the Maintenance Adjusted Base Values for each Aircraft in the Borrower’s Portfolio as of the date of determination; and
D = the sum of all amounts on deposit in the Maintenance Reserve Account and the amounts available under the Maintenance Reserve Eligible Letter of Credit, together with amounts available under all letters of credit provided to a Borrower Group Member pursuant to a Lease in respect of the maintenance obligations of a Lessee under a Lease, including any letters of credit supporting end-of-lease payments (in each case taking into account any deposits therein made on such date of determination).
“LTV Certificate” means a certificate of the Borrower dated as of an LTV Determination Date or an LTV Cure Date, setting forth the LTV as of such date, in substantially the form of Exhibit F, and attaching copies of the applicable appraisals used to determine the LTV if not previously provided to the Administrative Agent.
Seventh Amended and Restated Credit Agreement    40

“LTV Cure” means that one or more of the following actions have been taken to cure an LTV Trigger (or an anticipated LTV Trigger): payment of principal, addition or replacement of Aircraft, deposit of amounts (including from amounts received from Servicer Advances, advances under an AerCap Sub Note or otherwise) into the Liquidity Reserve Account or the Maintenance Reserve Account, or receipt of, or increase of the amounts available under, one or more letters of credit (subject to any requirements applicable for such letter of credit hereunder, if any).
“LTV Cure Date” means a date, following the occurrence of an LTV Trigger, as of which (i) the LTV is not greater than the Maximum LTV and (ii) the Borrower has delivered an LTV Certificate to the Administrative Agent certifying the foregoing.
“LTV Determination Date” means the Conversion Date, the Second LTV Determination Date and the Third LTV Determination Date.
“LTV Trigger” means, as of an LTV Determination Date, the LTV is greater than the Maximum LTV applicable to such date of determination.
“Maintenance Adjusted Base Value” means, for each Aircraft in the Borrower’s Portfolio at the applicable LTV Determination Date or LTV Cure Date, the average of three appraisals of the Base Value (each adjusted for actual maintenance status) from three Approved Appraisers with respect to such Aircraft (i) in the case of an LTV Determination Date, which are the appraisals delivered on such LTV Determination Date pursuant to Section 10.38(a) or (ii) in the case of an LTV Cure Date, which are the appraisals delivered on the related LTV Determination Date pursuant to Section 10.38(a) or, with respect to an Additionally Financed Aircraft added after such LTV Determination Date, appraisals dated as of a date no earlier than such appraisals.
“Maintenance Reserve Account” means the Maintenance Reserve Trust Account together with the Maintenance Reserve DDA Account (it being understood that any provision herein providing for or requiring a deposit of funds to the Maintenance Reserve Account shall be deemed to refer to a deposit to the Maintenance Reserve DDA Account, with all amounts on deposit in the Maintenance Reserve DDA Account to be automatically transferred on a daily basis to the Maintenance Reserve Trust Account).
“Maintenance Reserve DDA Account” means an account (number 01474611) in the name of the Borrower and maintained with the Account Bank.
“Maintenance Reserve Trust Account” means an account (number UBSAFL.2) in the name of the Borrower and maintained with the Account Bank.
“Maintenance Reserves” means maintenance reserves or other supplemental rent payments based on usage of the Aircraft payable by the lessee under any Lease for purposes of reserving for the payments with respect to the future maintenance and repair of the related Aircraft.
“Maintenance Reserves Deficiency” means if, as of any date of determination (a) the sum of (x) the cash and Eligible Investments on deposit in the Maintenance Reserve Account and any Non-Trustee Account established for the purpose of collecting Maintenance Reserves, as of such date of determination and (y) the aggregate undrawn portion of any Maintenance Reserves Eligible Letters of Credit as of such date of determination is less than (b) the Maintenance Reserves Required Amount for all Funded Aircraft as of such date of determination.
“Maintenance Reserves Eligible Letter of Credit” means an irrevocable standby letter of credit:
Seventh Amended and Restated Credit Agreement    41

(i) which is issued by a U.S. banking institution (or a non-U.S. banking institution but confirmed by a U.S. banking institution) with a short-term credit rating of at least A-1 and P-1 from S&P and Moody’s, respectively; provided that, in the event that the short-term credit rating of the banking institution which issued such letter of credit falls below the credit rating set forth above, such letter of credit shall no longer be a Maintenance Reserves Eligible Letter of Credit only after 30 calendar days have elapsed since the date of such downgrade;
(ii) the account party of which is the Servicer;
(iii) the beneficiary of which is the Collateral Agent;
(iv) which has a stated maturity date that is not earlier than 364 days after the date of issuance of such letter of credit;
(v) which provides that if (w) such letter of credit is not renewed or replaced on or before 30 calendar days prior to its stated expiry, (x) an Event of Bankruptcy shall have occurred with respect to the Servicer, (y) the credit rating of the banking institution which issued such Maintenance Reserves Eligible Letter of Credit falls below the minimum credit rating specified above, or (z) an Event of Default has occurred, the Collateral Agent shall be entitled to immediately or at any time thereafter, without prior notice, make a demand under such letter of credit in an amount equal to its face value;
(vi) any ongoing fees with respect to which are not the obligation of the Borrower;
(vii) which is (and with respect to which all related documents and agreements are) in form and substance, reasonably satisfactory to the Administrative Agent;
(viii) the original of which has been delivered to the Collateral Agent or the Administrative Agent.
“Maintenance Reserves Required Amount” means, (A) with respect to each Aircraft, the excess of (a) all Maintenance Reserves paid by Eligible Carriers under the Eligible Lease for such Aircraft during the period such Eligible Aircraft was a Funded Aircraft (or was a Funded Aircraft under, and as defined in, the Original Agreement) over (b) all amounts withdrawn from the Maintenance Reserves Account pursuant to Sections 8.1(h) and (i) of this Agreement with respect to such Aircraft and (B) with respect to all Aircraft, the sum of the Maintenance Reserves Required Amount computed pursuant to clause (A) for all Funded Aircraft (the “Maintenance Reserves Required Amount for all Funded Aircraft”).
“Maintenance Reserves Surplus Amount” means, as of any date of determination, the excess, if any of (a) the sum of (x) the cash and Eligible Investments on deposit in the Maintenance Reserves Account and any Non-Trustee Account established for the purpose of collecting Maintenance Reserves, as of such date of determination and (y) the aggregate undrawn portion of the Maintenance Reserves Eligible Letters of Credit as of such date of determination over (b) the Maintenance Reserves Required Amount for all Funded Aircraft as of such date of determination.
“Majority Lenders” means, at any time, Lenders who are not Affiliated with AerCap which have advanced (or with respect to which Lenders that are Granting Lenders, whose Conduit Lenders have advanced) more than 66 2/3% of the Outstanding Principal Amount of all Advances held by Lenders who are not affiliated with AerCap.
“Market Disruption Event” has the meaning set forth in Section 3.3(b).
Seventh Amended and Restated Credit Agreement    42

“Material Adverse Effect” means a material adverse effect on (i) the interests, taken as a whole, of the Borrower, any Borrower Subsidiary, AerCap, the Collateral Agent, or the Lenders in the Aircraft, the Leases, the Related Security or any other Borrower Collateral, (ii) the Borrower’s, any Borrower Subsidiary’s, AerCap’s, or any Service Provider’s ability to perform its obligations under this Agreement or any other Transaction Document, as applicable, (iii) the validity or enforceability of this Agreement or any of the Credit Documents or (iv) the validity or enforceability of a substantial portion of the Leases.
“Maximum Aggregate Principal Amount” means, as of any date of determination, the lesser of (a) the Borrowing Base and (b) the Facility Limit.
“Maximum LTV” means (a) in respect of the Conversion Date or the LTV Cure Date relating to an LTV Trigger on the Conversion Date, 72.5%, (b) in respect of the Second LTV Determination Date or the LTV Cure Date relating to an LTV Trigger on the Second LTV Determination Date, 71.5% and (c) in respect of the Third LTV Determination Date or the LTV Cure Date relating to an LTV Trigger on the Third LTV Determination Date, 70.0%.
“Monthly Report” has the meaning set forth in Section 10.19(a)(i).
“Moody’s” means Moody’s Investors Service, Inc., and its successors and assigns.
“Multiemployer Plan” means, as to any Person, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which such Person or any ERISA Affiliate is making, or is accruing an obligation to make, contributions or has made, or been obligated to make, contributions within the preceding six (6) Fiscal Years.
“Narrowbody Aircraft” means Aircraft of the following Types (from the list of Types shown on Table 1 of Appendix I hereto): any Type with a designation using “A320”, “A321”, “E190”, “E195” or “B737”.
“New Accord” has the meaning set forth in Section 6.2(b).
“New Commitment Notice” has the meaning set forth in Section 2.7.
“New Commitments” has the meaning set forth in Section 2.7.
“New Lender” has the meaning set forth in Section 2.7.
“New Rules” has the meaning set forth in Section 6.2(b).
“New Transaction Documents” has the meaning set forth in Section 7.1B(b)(ii).
“Non-Excluded Taxes” has the meaning set forth in Section 6.3(a).
“Non-Licensed Lessee” means a Lessee that is not duly licensed to carry passengers or cargo (as such may be contemplated under the Lease related to the applicable Aircraft) under all Requirements of Law, whether foreign or domestic, unless the Aircraft leased by such Lessee is sub-leased to a Person who is duly licensed to carry passengers or cargo (as such may be contemplated under the sublease related to the applicable Aircraft) under all Requirements of Law, whether foreign or domestic.
“Non-Trustee Account” means any account in the name of the Borrower or a Borrower Subsidiary and maintained with a Non-Trustee Account Bank.
Seventh Amended and Restated Credit Agreement    43

“Non-Trustee Account Bank” means a bank (other than the Account Bank) with which a Non-Trustee Account is maintained.
“Note” means any promissory grid note, in the form of Exhibit B, made payable to the order of a Lender, or any replacement of such Note.
“Notice and Acknowledgment” means a Notice and Acknowledgment in form and substance reasonably acceptable to the Administrative Agent, provided that a notice and acknowledgment substantially in the form attached as Exhibit D to the Security Trust Agreement (but with changes from such form as determined by the Servicer in its sole discretion to address the comments or requests made by, and negotiations of the Servicer with, the Lessee as to the Lessee’s representations and coverage of indemnitees therein, but in all cases to include the Lessee representation set forth in clause (a) of paragraph 8 of the form at such Exhibit D) shall be deemed acceptable to the Administrative Agent.
“Obligations” means all obligations of the Borrower, AerCap, any Service Provider, or any Borrower Subsidiary to the Lenders, the Administrative Agent and the Collateral Agent arising under or in connection with this Agreement, the Notes, if any, and each other Transaction Document to which the Borrower, AerCap, such Service Provider, or any Borrower Subsidiary is a party.
“Obligor” means a Person obligated to make payments with respect to a Lease.
“OFAC” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.
“OFAC Laws” means any and all laws, regulations and Executive Orders relating to the economic sanctions programs administered by OFAC, including, without limitation, the International Emergency Economic Powers Act, 50 U.S.C. sections 1701-1705, as amended, the Trading with the Enemy Act, 50 U.S.C. App. Sections 1-44, as amended, and the Office of Foreign Assets Control, Department of the Treasury Regulations, 31 C.F.R. Parts 500 et seq.
“OFAC SDN List” means the list of “Specially Designated Nationals and Blocked Persons” maintained from time to time by OFAC.
“Off-Lease” means an Aircraft that is, as of any date of determination, not subject to an existing Lease. “Off-Lease Aircraft” has a correlative meaning.
“Operating Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, trust or other legally authorized incorporated or unincorporated entity, the bylaws, memorandum and articles of association, operating agreement, partnership agreement, limited partnership agreement, trust agreement or other applicable documents relating to the operation, governance or management of such entity.
“Operating Expenses” means amounts due by any Borrower Group Member with respect to (i) owner trustee fees and expenses, (ii) Taxes (other than Borrower Income Tax Expenses), and (iii) all other operating and administrative expenses payable or reimbursable by the Borrower.
“Opinion of Counsel” means a written opinion of independent counsel reasonably acceptable to the Administrative Agent, which opinion, if such opinion or a copy thereof is required by the provisions of this Agreement to be delivered to the Administrative Agent, is acceptable in form and substance to the Administrative Agent.
Seventh Amended and Restated Credit Agreement    44

“Organizational Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, trust or other legally authorized incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation, constitution, articles of organization, certificate of limited partnership, certificate of trust or other applicable organizational or charter documents relating to the creation of such entity.
“Original Agreement” has the meaning set forth in the Preamble.
“Original Agreement Refinancing Advance” has the meaning set forth in the Preamble.
“Original Agreement Refinancing Amount” means the amount of the Advances requested by the Borrower in the Initial Advance Request.
“Original Base Value” means, with respect to any individual Aircraft, (a) with respect to each Aircraft financed with the proceeds of the Initial Advance, the amount set forth as the Original Base Value or OBV on Schedule VII and (b) in any other case, an amount equal to AIBV / (1 – X), where:
AIBV        =    the Applicable Initial Appraised Base Value of such Aircraft; and
X        =    Y / 300; and
Y        =    the Aircraft Age of such Aircraft at the applicable Advance Date with respect to such Aircraft.
For the avoidance of doubt, the Original Base Value for any Aircraft shall not change with the passage of time after the Advance Date with respect to such Aircraft.
“Original Book Value” means, with respect to any individual Aircraft, an amount equal to AIBKV / (1 – X), where:
AIBKV    =    the Applicable Initial Book Value of such Aircraft; and
X        =    Y / 300; and
Y        =    the Aircraft Age of such Aircraft at the applicable Advance Date with respect to such Aircraft.
For the avoidance of doubt, the Original Book Value for any Aircraft shall not change with the passage of time after the Advance Date with respect to such Aircraft.
“Original Closing Date” means April 26, 2006.
“Original Market Value” means, with respect to any individual Aircraft, an amount equal to AICMV / (1 – X), where:
AICMV    =    the Applicable Initial Current Market Value of such Aircraft; and
X        =    Y / 300; and
Y        =    the Aircraft Age of such Aircraft at the applicable Advance Date with respect to such Aircraft.
Seventh Amended and Restated Credit Agreement    45

For the avoidance of doubt, the Original Market Value for any Aircraft shall not change with the passage of time after the Advance Date with respect to such Aircraft.
“Other Improvement Effective Date” means, in respect of an Approved Asset Improvement, the date by which each of the following has occurred: (a) the completion of such Approved Asset Improvement, (b) the delivery of appropriate completion and/or airworthiness certificates associated therewith to the Administrative Agent, in form and substance reasonably acceptable thereto, and (c) the placing of such Aircraft back into service following such improvement.
“Outstanding Principal Amount” means, as of any date of determination, the sum of all outstanding Advances.
“Own” means, with respect to an Aircraft, to hold legal, direct and sole ownership of such Aircraft. The terms “Ownership” and “Owned by” have a correlative meaning.
“Owner Participant” means a Borrower Subsidiary which is the sole beneficial owner of one or more Aircraft by means of owning, pursuant to an Owner Trust Agreement, all of the beneficial interest in the Owner Trust which Owns such Aircraft.
“Owner Trust” means an owner trust, reasonably satisfactory to the Administrative Agent, (i) that is the legal owner of an Aircraft and (ii) all of the beneficial interest in which is owned by an Owner Participant pursuant to an Owner Trust Agreement.
“Owner Trust Agreement” means a trust agreement, reasonably satisfactory to the Administrative Agent, between an Owner Participant and an Owner Trustee.
“Owner Trustee” means a Person, not in its individual capacity, but solely in its capacity as the owner trustee of an Owner Trust under an Owner Trust Agreement, which such Person shall be (i) a bank or trust company having a combined capital and surplus of at least One Hundred Million Dollars ($100,000,000) and that is reasonably satisfactory to the Administrative Agent, or (ii) any other Person that is reasonably satisfactory to the Administrative Agent, it being understood that as of the Signing Date each of UMB Bank, National Association, Bank of Utah, Wells Fargo Bank, National Association, Wells Fargo Trust Company, National Association, Wilmington Trust Company, Wilmington Trust SP Services (Dublin) Limited, and U.S. Bank, National Association are satisfactory to the Administrative Agent.
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107 56, as amended, and all Requirements of Law relating thereto.
“Payment Date” means the 10th day of each calendar month (commencing April 10, 2022), or if such 10th day is not a Business Day, the next succeeding Business Day.
“Payment Recipient” has the meaning specified in Section 14.15(a) of this Agreement.
“Pension Plan” means, with respect to any Person, any employee pension benefit plan within the meaning of Section 3(2) of ERISA, other than a Multiemployer Plan, which is subject to the provisions of Title IV of ERISA or Section 412 of the Code and which (i) is maintained for employees of such Person or any of its ERISA Affiliates or is assumed by such Person or any of its ERISA Affiliates in connection with any acquisition or (ii) has at any time been maintained for the employees of such Person or any current or former ERISA Affiliate.
Seventh Amended and Restated Credit Agreement    46

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Perfection Standards” means, the satisfactions of all conditions in order to perfect the Collateral in accordance with, but subject to the limitations of, the terms and conditions of the Security Trust Agreement.
“Permitted Lien” means:
(i)    any Lien for Taxes if (a) such Taxes shall not be due and payable, or (b) the obligation to pay such Taxes is being contested in good faith by appropriate proceedings and as to which reserves have been established and, in accordance with GAAP, are reflected in the relevant financial statements, provided that any proceedings related thereto, or the continued existence of such Lien, does not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected asset or of criminal liability on the part of any Borrower Group Member;
(ii)    in respect of any Aircraft, any repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s or materialmen’s Lien or employee and other like Liens arising in the ordinary course of business by operation of law or any engine or parts-pooling arrangements or other similar Lien if such Liens (a) have not been due and payable for more than sixty (60) days, or (b) have been due and payable for more than sixty (60) days, but are being contested in good faith and as to which reserves, reasonably satisfactory to the Administrative Agent, have been established and in accordance with GAAP are reflected in the relevant financial statements, provided that any proceedings related thereto, or the continued existence of the Lien, do not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected assets or of criminal liability on the part of any Borrower Group Member;
(iii)    any Lien for any air navigation authority, airport tending, gate or handling (or similar) charges or levies arising in the ordinary course of business unless such Lien gives rise to a reasonable likelihood of the sale, forfeiture or other loss of the affected assets or of criminal liability on the part of any Borrower Group Member;
(iv)    any Lien created by a Lessee, a sublessee of a Lessee or any Person claiming by or through a Lessee or such a sublessee, provided that the Dollar equivalent amount of claims, charges or obligations asserted to be secured by such Lien, does not exceed 10% of the Adjusted Borrowing Value of the Aircraft as to which such Lien purports to attach, unless such excess is Effectively Bonded;
(v)    any Lien created in favor of the Collateral Agent, the Administrative Agent or the Lenders pursuant to the Transaction Documents;
(vi)    any permitted lien or encumbrance, as defined under any Lease, on any Aircraft or the engines or parts thereof (other than liens or encumbrances created by the relevant lessor);
(vii)    the respective rights of the Aircraft Owning Entity, any Applicable Intermediary and the lessee under any applicable Lease (and the rights of any sublessee under any permitted sublease relating to such Lease) and the documents related thereto;
(viii)    Liens arising out of any judgment or amount with respect to which an appeal or proceeding for review is being prosecuted in good faith by appropriate
Seventh Amended and Restated Credit Agreement    47

proceedings diligently conducted and with respect to which a stay of execution is in effect, and such stay is Effectively Bonded; and
(ix)    any Lien (other than any Lien intentionally granted by a Borrower Group Member or otherwise described in clauses (i) through (viii) above) if (x) the Borrower has caused to be deposited with the Collateral Agent cash or a letter of credit in a form reasonably acceptable to the Administrative Agent and the Collateral Agent in an amount equal to the lesser of the amount required to discharge such Lien and the Allocable Advance Amount for the Aircraft to which the Lien relates, (y) any proceedings related thereto, or the continued existence of the Lien, do not give rise to any reasonable likelihood of the sale, forfeiture or other loss of the affected assets or of criminal liability on the part of any Borrower Group Member and (z) the Borrower is contesting or seeking to discharge such Lien in good faith by appropriate proceedings.
“Person” means an individual, partnership, corporation, business trust, limited liability company, joint stock company, trust, unincorporated association, joint venture, government or any agency or political subdivision thereof or any other entity.
“Platform” has the meaning set forth in Section 17.3(c).
“Pledge of Borrower Equity” means a pledge, assignment, grant, charge, security agreement or other similar instrument, entered into by Codan Trust Company Limited as holder of 95% of the entire Equity Interest in the Borrower, encumbering in favor of the Collateral Agent such 95% Equity Interest in the Borrower.
“Political Risk/Repossession Insurance” means coverage under such insurance policy or policies selected by the Servicer and approved by the Administrative Agent, acting reasonably.
“Portfolio Test Advance Rate Adjustment” means an adjustment to the Base Advance Rate of an Additionally Financed Aircraft as follows:
(a)if, as of the date of the Additional Advance Request for such Additionally Financed Aircraft, there is a Portfolio Test Event, the applicable Base Advance Rate is reduced by 12.5 percentage points (subject to clause (b) below); and
(b)if, as of any date of determination after such Advance Date, there is no Portfolio Test Event (without regard to a Portfolio Test Event that may occur after such date of determination), the Base Advance Rate reduction shall no longer be applicable.
“Portfolio Test Event” means, as of a date of determination, the percentage determined by the following formula is greater than 45%:
A / B
where
Seventh Amended and Restated Credit Agreement    48

A = the sum of the Allocable Advance Amount of each Aircraft (excluding any Specified Aircraft) that is, as of such date of determination, (i) subject to a Lease with a Lessee with respect to which an Event of Bankruptcy has occurred and is continuing, unless the circumstances described in clause (d)(i) or (d)(ii) of the definition of Eligible Carrier applies with respect thereto, (ii) subject to a Lease, in respect of which there is an agreement amending or waiving provisions thereof such that all of the basic rent payable under the Lease is deferred for a period that is, as of the relevant date of determination (and excluding any portion of such period elapsing prior to the date of determination), six months or greater, (iii) subject to a Lease, pursuant to which all rental payments payable thereunder are calculated based on usage (i.e. a power-by-the-hour arrangement) with no minimum usage or other minimum payment floor for a period that is, as of the relevant date of determination (and excluding any portion of such period elapsing prior to the date of determination), 12 months or greater or (iv) Off-Lease; and
B = the sum of the Allocable Advance Amount of each Aircraft (excluding any Specified Aircraft).
“Portfolio Transaction” means any transaction entered into in connection with the refinancing of more than 74% of the outstanding principal amount of the Advances pursuant to which the Aircraft Assets, and/or beneficial interests in any Borrower Subsidiaries shall have been transferred out of this facility and will be used to secure the loans advanced with respect to such transaction; provided that any agreements executed by a Borrower Group Member related to such transaction shall be in form and substance reasonably satisfactory to the Administrative Agent.
“Precedent Lease” means (i) the lease under which an Aircraft is leased at the time such Aircraft becomes subject to the financing provided herein; or (ii) in connection with the leasing of an Aircraft to a Person that is or has been a lessee of aircraft from any Borrower Subsidiary, a form of lease substantially similar to the prior or pre-existing lease to such lessee from such lessor.
“Prohibited Countries” means those countries, territories and regimes which are the subject of any Sanctions broadly prohibiting dealings with such country, territory or regime. For the avoidance of doubt, the Prohibited Countries as of the Signing Date are Cuba, Iran, North Korea, Syria and the Crimea, Luhansk, and Donetsk regions of Ukraine.
“Purchase Agreement Guaranty” means the Guaranty Agreement of AerCap Holdings N.V., dated as of November 6, 2006, securing the obligations of AerCap under the AerCap-Borrower Purchase Agreement, or any successor or replacement to such agreement contemplated by Section 12.1(f) hereof and the terms thereof.
“Qualifying Lender” means a Person, which Person, if it is a Lender or Conduit Lender, or participant of a Lender or may become a Lender, Conduit Lender or participant of a Lender, is (or will be when it is a Lender, Conduit Lender or participant of a Lender) beneficially entitled to the interest payable to that Lender or Conduit Lender in respect of an Advance under this Agreement and:
(a)which is a bank within the meaning of Section 246 of the TCA which is carrying on a bona fide banking business in Ireland for the purposes of Section 246(3)(a) of the TCA and whose lending office is located in Ireland;
Seventh Amended and Restated Credit Agreement    49

(b)which is a body corporate (within the meaning of Section 246 TCA 1997) which by virtue of the law of a Relevant Territory is resident in a Relevant Territory for the purposes of tax and that Relevant Territory imposes a tax that generally applies to interest receivable in that territory by companies from sources outside that Relevant Territory, and provided that such person does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;
(c)which is a body corporate and where such interest:
(i)    is exempted from the charge to Irish income tax under a Treaty having the force of law under the procedures set out in section 826 (1) of the TCA on the date interest is paid; or
(ii)     would be exempted from the charge to Irish income tax under a Treaty entered into on or before the payment date of that interest if that Treaty (which does not yet have force of law by virtue of Section 826 (1) of the TCA) had force of law under the procedures set out in section 826 (1) of the TCA on that date;
and provided, in the case of both (i) and (ii), that such person does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;
(d)which is a U.S. company that is incorporated in the U.S.A. and is subject to U.S. Federal income tax on its worldwide income provided that such U.S. company does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;
(e)which is a U.S. LLC, where the ultimate recipients of the interest payable to that LLC satisfy the requirements set out in (b), (c) or (d) above and the business conducted through the LLC is so structured for market reasons and not for tax avoidance purposes, provided that such LLC and the ultimate recipients of the relevant interest do not provide their commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland;
(f)which is a body corporate;
(i)    which advances money in the ordinary course of a trade which includes the lending of money;
(ii)    in whose hands any interest payable in respect of money so advanced is taken into account in computing the trading income of that company;
(iii)    which has complied with the notification requirements set out in Section 246(5)(a) of the TCA; and
(iv)    whose applicable lending office is located in Ireland;
(g)which is a qualifying company (within the meaning of section 110 of the TCA) whose applicable lending office is located in Ireland;
(h)which is an investment undertaking (within the meaning of Section 739B of the TCA) whose applicable lending office is located in Ireland;
(i)which is a body corporate which, by virtue of the law of a Relevant Territory, is resident in a Relevant Territory for the purpose of tax and that Relevant Territory imposes a tax
Seventh Amended and Restated Credit Agreement    50

that generally applies to interest remitted to that Relevant Territory from sources outside that Relevant Territory and the interest is payable into a bank account held by the body corporate located in that Relevant Territory, provided that such person does not provide its commitment in connection with a trade or business which is carried on in Ireland through a branch or agency in Ireland; or
(j)which is a Treaty Lender.
“Qualifying Purchase Option” means, with respect to a Lease that has a purchase option exercisable by the Lessee in respect of the Aircraft leased thereunder, that the expected purchase price of such option (as determined as of the Advance Date with respect to such Aircraft) will not be less than 95% of the Adjusted Borrowing Value of such Aircraft on the date of purchase pursuant to the option.
“Quarterly Report” means a report in substantially the form of Exhibit D hereto.
“Rating Agency” means S&P and Moody’s, or either of them.
“Records” means all Leases and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, data processing software (to the extent permitted by any applicable licenses) and related property and rights) directly related to the Leases and the other Aircraft Assets related to the Aircraft, and the servicing thereof, whether maintained by the Servicer or any other Person, and including without limitation with respect to each Lease: records including the lease number; Obligor name; Obligor address; Obligor business phone number; original term; rent; stated termination date; origination date; date of most recent payment; days (if any) currently delinquent; number of contract extensions (months) to date; expiration date of any current insurance policies; and past due late charges (if any).
“Related Expenses” means amounts due by any Borrower Group Member to an Obligor under a Lease or related document that are not funded out of the Maintenance Reserve Account or the Security Deposit Account.
“Related Security” means with respect to any Lease:
(a)any and all security interests or Liens and property subject thereto from time to time purporting to secure payment of such Lease;
(b)all guarantees, indemnities, warranties, letters of credit, escrow accounts, insurance policies and proceeds and premium refunds thereof and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Lease whether pursuant to such Lease or otherwise;
(c)the Records relating to such Lease; and
(d)all proceeds of the foregoing.
“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
Seventh Amended and Restated Credit Agreement    51

“Relevant Territory” means (i) a member state of the European Union (other than Ireland) or (ii) to the extent not a member state of the European Union, a jurisdiction with which Ireland has entered into a double taxation treaty that either has the force of law by virtue of section 826(1) of the TCA or which will have the force of law on completion of the procedures set out in section 826(1) of the TCA.
“Replaced Lender” has the meaning set forth in Section 6.6(b).
“Replacement Lender” has the meaning set forth in Section 6.6(b).
“Required Coverage Amount” means, with respect to any country described in clause (b)(2) of the definition of Approved Country List, an amount of available coverage under Political Risk/Repossession Insurance with respect to covered events affecting the related Funded Aircraft, which amount results in net proceeds available under such coverage at least equal to 105% of the aggregate Allocable Advance Amounts of Funded Aircraft registered in such country or leased by a Lessee organized or domiciled in such country (with such Allocable Advance Amount measured as of the date the Aircraft became a Funded Aircraft hereunder).
“Requirement of Law” means, as to any Person, any law, treaty, rule, order or regulation or determination of a regulatory authority or arbitrator or a court or other Government Entity, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, each Applicable Foreign Aviation Law applicable to such Person or the Aircraft Owned or operated by it or as to which it has a contractual responsibility.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successor and assigns.
“Sale Deposit Amount” has the meaning set forth in Section 4.2(b)(i).
“Sanctions” means any economic or trade sanctions, laws, regulations, embargoes, freezing provisions, prohibitions or restrictive measures administered, enacted, enforced or imposed by the United States Government, the United Nations Security Council, the European Union or its Member States (including, without limitation, the French Republic), the United Kingdom, Switzerland (or, for purposes of the representations and warranties of the Borrower and any Borrower Subsidiary in Section 9.21 (Anti-Terrorism Law) and the covenants of the Borrower and any Borrower Subsidiary in Section 10.35 (Anti-Terrorism Law; Anti-Money Laundering) and Section 10.36 (Embargoed Person and Use of Proceeds) only, Canada) or the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the United States Department of State, and Her Majesty’s Treasury (HMT), the Parliament or Council of the European Union and the State Secretariat for Economic Affairs of Switzerland (SECO) (or, for purposes of the representations and warranties of the Borrower and any Borrower Subsidiary in Section 9.21 (Anti-Terrorism Law) and the covenants of the Borrower and any Borrower Subsidiary in Section 10.35 (Anti-Terrorism Law; Anti-Money Laundering) and Section 10.36 (Embargoed Person and Use of Proceeds) only, Canada) (together, the “Sanctions Authorities”).
Seventh Amended and Restated Credit Agreement    52

“SD Reserve Lease” means a Lease (a) in respect of which there is an agreement amending or waiving provisions thereof such that all or a portion of the basic rent payable under the Lease is deferred or (b) pursuant to which all or a portion of basic rental payments payable thereunder as of such date are (or will be for a specified future period) calculated based on usage (i.e. a power-by-the-hour arrangement), in each case as of the relevant Advance Date (or will be, pursuant to any such agreement to be entered into immediately after the making of the relevant Advance, where the sole condition to the execution and delivery thereof is the successful receipt of such Advance).
“Second Amended Agreement” means that certain Second Amended and Restated Credit Agreement, dated as of June 9, 2011, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the Second Amended Agreement), UBSS and Deutsche Bank Trust Company Americas.
“Second LTV Determination Date” means the Payment Date occurring in September 2025.
“Section 6.3 Indemnitee” has the meaning set forth in Section 6.3(a).
“Security Deposit” means any security deposits, commitment fees, consultant fees and any other supplemental rent payments in respect thereof payable by any Lessee under a Lease.
“Security Deposit Account” means an account (number UBSAFL.3) in the name of the Borrower and maintained with the Account Bank.
“Security Trust Agreement” means the Security Trust Agreement, dated as of April 26, 2006, among the Collateral Agent, the Borrower and each of the Borrower Subsidiaries from time to time, as such agreement may be amended, modified and/or restated from time to time pursuant to the terms thereof.
“Seller” means any seller or transferor of an Aircraft or Aircraft Owning Entity under a related Aircraft Acquisition Document.
“Service Provider Administrative Agency Agreement” means the Administrative Agency Agreement, dated as of April 26, 2006, among the Service Provider Administrative Agent, the Financial Administrative Agent, the Borrower, the Aircraft Owning Entities, the Owner Participants, the Applicable Intermediaries and the Administrative Agent, as such agreement may be amended, modified and/or restated from time to time pursuant to the terms thereof.
“Service Provider Administrative Agent” has the meaning set forth in the Preamble.
“Service Provider Agreements” means, collectively, the Servicing Agreement, the Service Provider Administrative Agency Agreement, and the Cash Management Agreement.
Seventh Amended and Restated Credit Agreement    53

“Service Provider Fees” means, with respect to any Payment Date, (a) a fee for the services of the Servicer under the Servicing Agreement, equal to 3.00%, (b) a fee for the services of the Administrative Agent under the Service Provider Administrative Agency Agreement, equal to 0.40%, (c) a fee for the services of the Cash Manager under the Cash Management Agreement, equal to 0.40%, (d) a fee for the services of the Insurance Servicer under the Servicing Agreement, equal to 0.10%, and (e) a fee for the services of the Financial Administrative Agent under the Service Provider Administrative Agency Agreement, equal to 0.10%, in each case of the total amount of lease rental payments (excluding any Maintenance Reserves or Security Deposits, unless and until applied to Lease obligations, and/or any payments reimbursable to any Obligor) paid by Obligors and deposited into the Collection Account during the monthly period commencing with a Determination Date through the day preceding the next Determination Date.
“Service Providers” means, collectively, the Servicer, Service Provider Administrative Agent, Insurance Servicer, Cash Manager and Financial Administrative Agent.
“Servicer” has the meaning set forth in the Preamble.
“Servicer Advance” has the meaning assigned such term in Section 8.1(g).
“Servicer Advance Reimbursement” means the amount of a Servicer Advance, to which the Servicer shall be entitled to reimbursement under the Flow of Funds.
“Servicer Standard of Performance” means, collectively, the Standard of Care and the Conflicts Standard, in each case as such terms are defined in the Servicing Agreement.
“Servicer Termination Event” has the meaning set forth in Section 12.1.
“Servicing Agreement” means the Amended and Restated Servicing Agreement, dated as of August 10, 2017, among the Servicer, the Insurance Servicer, the Service Provider Administrative Agent, the Financial Administrative Agent, the Borrower, the Aircraft Owning Entities, the Owner Participants, the Applicable Intermediaries and the Administrative Agent, as such agreement may be amended, modified and/or restated from time to time pursuant to the terms thereof.
“Settlement Date” means, with respect to any Advance, (x) each Payment Date, or (y) the date on which the Borrower shall repay or prepay Advances pursuant to Section 4.1 or Section 4.2.
“Signing Date” means February 25, 2022.
“Simple Majority” has the meaning set forth in Section 14.5(j).
“Solvent” means, when used with respect to any Person, that at the time of determination:
(i)    the fair value of its assets (both at fair valuation and at present fair saleable value on an orderly basis) is in excess of the total amount of its liabilities, including Contingent Liabilities; and
(ii)    it is then able and expects to be able to pay its debts as they mature;
(iii)    it is neither unable nor deemed to be unable to pay its debts within the meaning of Section 570 and/or Section 509 (3) of the Companies Act 2014; and
Seventh Amended and Restated Credit Agreement    54

(iv)    it has capital sufficient to carry on its business as conducted and as proposed to be conducted.
“SOFR” means a rate equal to the offered rate which appears on the Bloomberg ticker (or successor ticker or page determined by the Administrative Agent and consented to by the Borrower, acting reasonably) that displays the one month term SOFR as determined by the SOFR Administrator (such ticker currently being Bloomberg ticker SR1M and currently listed on the website of the SOFR Administrator at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html).
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Advance” means an Advance that bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Alternate Base Rate”.
“Specified Aircraft” means (a) each Aircraft described on Schedule VII as having a Base Advance Rate of 0% and Borrowing Base of $0 and (b) any other Aircraft which the Borrower has notified the Administrative Agent shall be a “Specified Aircraft” subject to compliance with the Borrower’s obligation to pay the Disposition Payment Amount with respect to the conversion of such Aircraft into a Specified Aircraft pursuant to Section 4.2(b)(i).
“Specified Aircraft Proceeds” has the meaning set forth in Section 17.26(c).
“State” means a State in the United States of America.
“Stated Maturity Date” means the Payment Date occurring in March 2027.
“Subsidiary” means, with respect to any Person (for purposes of this definition only, the “Parent”) at any date, (i) any person the accounts of which would be consolidated with those of the Parent in the Parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association, trust or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the Parent and/or one or more subsidiaries of the Parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the Parent and/or one or more subsidiaries of the Parent or (b) the only general partners of which are the Parent and/or one or more subsidiaries of the Parent and (iv) any other person that is otherwise Controlled by the Parent and/or one or more subsidiaries of the Parent.
“Support Facility” means any liquidity or credit support agreement or other facility with a Conduit Lender which relates, either generally or specifically, to this Agreement (including any agreement to purchase an assignment of or participation in, or to make loans or other advances in respect of Advances).
“Support Party” means any bank, insurance company or other entity extending or having a commitment to extend funds to or for the account of a Conduit Lender (including by agreement to purchase an assignment of or participation in, or to make loans or other advances in respect of Advances) under a Support Facility.
Seventh Amended and Restated Credit Agreement    55

“Supporting Party” means AerCap Holdings N.V., in its capacity as signatory to the Purchase Agreement Guaranty and the Indemnity Agreement, or any successor or replacement thereto in such capacity as contemplated by Section 12.1(f) hereof and the terms thereof.
“Taxes” means all taxes, levies, imposts, duties, charges, fees, deductions or withholdings imposed, levied, collected, withheld or assessed by any Government Entity.
“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
“TCA” means the Taxes Consolidation Act 1997 of Ireland.
“Term SOFR” means,
(a)for any calculation with respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; and
(b)for any calculation with respect to an Alternate Base Rate Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Alternate Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator;
provided that if Term SOFR determined as provided above shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion with the consent of the Borrower, not to be unreasonably withheld).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Termination” has the meaning set forth in Section 17.19.
“Termination Payment” has the meaning set forth in Section 17.19.
“Third Amended Agreement” means that certain Third Amended and Restated Credit Agreement, dated as of May 10, 2013, among the Borrower, AerCap, AASL, CML, the Lenders (as defined under the Third Amended Agreement), the Administrative Agent and Deutsche Bank Trust Company Americas.
“Third LTV Determination Date” means the Payment Date occurring in September 2026.
“Third Party Event” has the meaning set forth in Section 10.14.
“Transaction Documents” means the Credit Documents, any Aircraft Acquisition Document, and any other documents executed or to be executed and delivered by the Borrower, AerCap, any Service Provider or any Borrower Subsidiary in connection therewith.
“Treaty” means an arrangement for relief from double taxation entered into by Ireland.
Seventh Amended and Restated Credit Agreement    56

“Treaty Lender” means a Person which is treated as a resident of a Treaty State for the purposes of a Treaty with Ireland and does not carry on business in Ireland through on permanent establishment with which that Person’s participation in this agreement is effectively connected, which subject to the completion of procedural formalities is entitled to relief from Irish tax on interest under the Treaty.
“Treaty State” means a jurisdiction having a Treaty with Ireland which is in effect and which makes provision for full exemption from tax imposed by Ireland on interest payable to residents of that Treaty State.
“Type” means with respect to an Aircraft, the designation of Aircraft type or model which designation is set forth on Table 1 and Table 2 in Appendix I hereto.
“UBSS” means UBS Securities LLC.
“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“Widebody Aircraft” means Aircraft of the following Types (from the list of Types shown on Table 1 of Appendix I hereto): any Type with a designation using “787”, “A330” or “A350”.
“Widebody Maximum Percentage” means 40%.
“Widebody Percentage” means, as of any date of determination, the Facility Limit Percentage of Funded Aircraft constituting Widebody Aircraft.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised
Seventh Amended and Restated Credit Agreement    57

under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
“Yield” means, with respect to any period and any Advance, the sum of the daily interest accrued on such Advances on each day during such period equal, for any such day, to the product of (x) the outstanding principal amount of such Advances on such day, (y) the applicable Lender Rate and (z) the applicable computation period determined in accordance with Section 3.5 of this Agreement,
provided that (1)  after the occurrence of an Event of Default, Yield shall accrue at the Default Rate with respect to all Advances and (2) after the date any principal amount of any Advance is due and payable (whether on the Stated Maturity Date, upon acceleration or otherwise) or after any other monetary Obligation of the Borrower arising under this Agreement shall become due and payable, the Borrower shall pay (to the extent permitted by law, if in respect of any unpaid amounts representing Yield) Yield (after as well as before judgment) on such amounts at a rate per annum equal to (A) with respect to Advances, the greater of (i) the applicable Yield on such Advance as in effect on the date that such Advance became due and payable, and (ii) the Federal Funds Rate most recently determined by the Administrative Agent plus 0.50% per annum, and (B) with respect to other Obligations, the Federal Funds Rate most recently determined by the Administrative Agent plus 0.50% per annum.
SECTION 1.2 Other Definitional Provisions.
(a)Unless otherwise specified therein, all terms defined in this Agreement have the meanings as so defined herein when used in any Note or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto.
(b)Each term defined in the singular form in Section 1.1 or elsewhere in this Agreement shall mean the plural thereof when the plural form of such term is used in this Agreement, any Note or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto, and each term defined in the plural form in Section 1.1 shall mean the singular thereof when the singular form of such term is used herein or therein.
(c)The words “hereof,” “herein,” “hereunder” and similar terms when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Agreement unless otherwise specified.
(d)All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in such Article 9 or any other article of the UCC in the State of New York.
SECTION 1.3 Signing Date.
Seventh Amended and Restated Credit Agreement    58

Notwithstanding anything herein to the contrary, on and after the Signing Date until the occurrence of the Effective Date, the Original Agreement shall remain in full force and effect and the only effective provisions of this Agreement shall be Sections 1.1, 1.2, 1.3, 6.2, 6.4 (only in respect of the Initial Advance to be made on the Initial Advance Date), 7.1A, 7.1B, 14.1, 15.1 and 16.1 and Article XVII (in each case only to the extent relating to this Agreement and not as an amendment to the Original Agreement so long as the Original Agreement remains in effect). In the event that any of the conditions set forth in Sections 7.1A or 7.1B has not been satisfied on or prior to the Effective Date, this Agreement shall terminate and be of no further force and effect and the Original Agreement shall remain in full force and effect.
ARTICLE II

THE FACILITY, ADVANCE PROCEDURES AND NOTES
SECTION 1.1 Facility.
(a)Initial Advances. Subject to the terms and conditions of this Agreement, each Conduit Lender may, in its sole discretion, and if the Conduit Lender does not, the applicable Granting Lender shall, and each of the other Lenders shall, ratably, make an initial Advance to the Borrower in such amounts as may be requested by the Borrower pursuant to Section 2.2 (the “Initial Advances”).
(b)[Intentionally omitted.]
(c)[Intentionally omitted.]
(d)Additional Advances. Subject to the terms and conditions of this Agreement, each Conduit Lender may, in its sole discretion, and if the Conduit Lender does not, the applicable Granting Lender shall, and each of the other Lenders shall, during the Additional Advance Commitment Period, ratably make Advances to the Borrower in such amounts as may be requested by the Borrower pursuant to Section 2.2 (the “Additional Advances”, and, together with the Initial Advances, the “Advances”).
(e)[Intentionally omitted.]
(f)[Intentionally omitted.]
(g)Advance Limits, etc. Advances pursuant to clauses (a) and (d) above are subject to the following requirements:
(i)Initial Advances, and Additional Advances, relating to the same Aircraft (or the same Original Agreement Refinancing Advance, Critical Mass Event Advance or Increased Availability Advance or Improvement Advance, as the case may be), in each case shall be made on the same date (the “Initial Advance Date” or an “Additional Advance Date”, as applicable);
(ii)The Initial Advance shall be in an amount not greater than the Original Agreement Refinancing Amount;
(iii)After giving effect to such Advances, the Outstanding Principal Amount outstanding hereunder shall not exceed the Maximum Aggregate Principal Amount and the Outstanding Principal Amount advanced by any Lender (including, with respect to any Lender that is a Granting Lender, by such Lender’s Conduit Lender) shall not exceed the Commitment of such Lender; and
Seventh Amended and Restated Credit Agreement    59

(iv)The Outstanding Principal Amount attributable to each Funded Aircraft shall not exceed the Borrowing Base attributable to such Funded Aircraft.
Each Advance by a Lender (including, with respect to any Lender that is a Granting Lender, by such Lender’s Conduit Lender) shall be made on a pro rata basis based as a percentage of the aggregate Commitments of all Lenders. Payments or prepayments of the Advances may be reborrowed from time to time prior to the Conversion Date as Additional Advances, but only to finance a portion of the acquisition cost for acquiring an Additionally Financed Aircraft into the Borrower’s Portfolio, or to finance the reimbursement of Approved Asset Improvement Costs with an Improvement Advance, or in a single drawdown on a Payment Date as a Critical Mass Event Advance, or in a drawdown on a Payment Date as an Increased Availability Advance, and in each case otherwise subject to the terms and conditions applicable to such Advances herein.
The obligations of the Lenders to fund Advances hereunder are several and not joint; provided, however, that if a Lender shall fail to fund (or fail to cause its Conduit Lender to fund) an Advance pursuant to the terms hereof, any other Lender may, in its sole discretion, fund (or cause its Conduit Lender to fund) all or any portion of such Advance without regard to the pro rata provisions of this Agreement which shall be deemed adjusted to reflect any such funding without any other act by any Person being necessary.
SECTION 1.2 Advance Procedures.
(a)Initial Advances. At least three (3) Business Days prior to the Initial Advance Date (or such shorter period as shall have been agreed by the Administrative Agent), the Borrower may request Initial Advances hereunder, by giving notice (herein called an “Initial Advance Request”) to the Administrative Agent, each Lender and each Conduit Lender. The Initial Advance Request shall be substantially in the form of Exhibit A-1, and shall include the date and amount of the Initial Advance, and shall attach the Initial Advance Schedule. The Initial Advance shall be the Original Agreement Refinancing Advance and shall be in an amount equal to (and no greater than) the Original Agreement Refinancing Amount. The Borrower’s Initial Advance Request shall be irrevocable unless and to the extent otherwise agreed among the parties in connection with closing the Initial Advances.
(b)Additional Advances. During the Additional Advance Commitment Period, the Borrower may request Additional Advances from time to time hereunder, by giving notice (herein called an “Additional Advance Request”) to the Administrative Agent, each Lender, each Conduit Lender and the Collateral Agent and Account Bank, of the proposed Additional Advances not later than 11:00 a.m., New York time, three (3) Business Days prior to the proposed date of such Advances. The Additional Advance Request shall be substantially in the form of Exhibit A and shall include (i) the date and amount of such Additional Advances, (ii) whether and to what extent such Additional Advance constitutes an Additional Advance for the purpose of the Borrower’s directly or indirectly acquiring Additionally Financed Aircraft, a Critical Mass Event Advance, an Improvement Advance or an Increased Availability Advance and (iii) a borrowing base certification satisfactory to the Administrative Agent, setting forth the information required therein. Each Additional Advance Request (i) shall be for an aggregate principal amount of at least $5,000,000 (except that the final Additional Advance Request preceding the Conversion Date may be for a lesser amount), and (ii) shall be made against, and in connection with (unless constituting an Improvement Advance, a Critical Mass Event Advance or an Increased Availability Advance) the anticipated acquisition into the Borrower’s Portfolio of an aggregate Adjusted Borrowing Value of Aircraft as specified on the related Additional Advance Request.
(c)Funding Procedures; Monthly Interest Determination.
Seventh Amended and Restated Credit Agreement    60

(i)The Administrative Agent shall, after receiving an Additional Advance Request with respect to an Interest Period during which the Advances will bear interest based upon Term SOFR, two (2) U.S. Government Securities Business Days before the applicable proposed date of such Advances, determine the rate of interest for such Interest Period for each Lender’s ratable share of the outstanding Advances, as contemplated in the definition of Term SOFR. The Administrative Agent shall thereupon promptly notify the Borrower and the Lenders of Term SOFR it so determines, which will then constitute the Term SOFR applicable to each Lender’s ratable share of the Advances for the upcoming monthly Interest Period.
(ii)The Administrative Agent shall, two (2) U.S. Government Securities Business Days before the first day of each full monthly Interest Period during which the Advances will continue to bear interest based upon Term SOFR, determine the rate of interest for the upcoming one month Interest Period for each Lender’s ratable share of the outstanding Advances, as contemplated in the definition of Term SOFR. The Administrative Agent shall thereupon promptly notify the Borrower and the Lenders of Term SOFR it so determines, which will then constitute Term SOFR applicable to each Lender’s ratable share of the Advances for the upcoming monthly Interest Period.
(iii)Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document but subject to Section 3.8, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. The Administrative Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.
SECTION 1.3 Funding.
Seventh Amended and Restated Credit Agreement    61

(a)Subject to the satisfaction of the conditions precedent set forth in Section 7.1C, as well as the conditions precedent in Section 7.5 with respect to the Initial Advance, or the conditions in Section 7.3 and Section 7.5 with respect to an Additional Advance constituting an Improvement Advance, or the conditions in Section 7.4 and Section 7.5 with respect to an Additional Advance constituting a Critical Mass Event Advance or an Increased Availability Advance, as well as (in each case) the limitations set forth in Section 2.1 and Section 2.2, each Lender, shall (or shall cause its Conduit Lender to), by wire transfer, make the proceeds of such requested Advance available in the Deutsche Bank “Corporate Trust and Agency Account” (following which the Collateral Agent/Account Bank shall immediately transfer such funds to the Borrower Funding Account) in same day funds no later than 12:30 p.m., New York time, on the proposed date of the Advance other than the Initial Advance (and no later than 11:00 a.m., New York time, on the proposed date of the Initial Advance). The Account Bank shall (i) not release any funds in the Borrower Funding Account to, or at the direction of, the Borrower unless the Account Bank shall have received written instructions (which written instructions may be provided by e-mail) to do so from the Administrative Agent, and also shall have received written directions (which written directions may be provided by e-mail) from the Borrower of the amounts to disburse and payment instructions, and (ii) if an Advance is not to be made on the proposed date for such Advance because any condition precedent with respect to such Advance has not been satisfied, return to each Lender, the funds made available in the Borrower Funding Account by such Lender or its Conduit Lender upon receipt of a written request of such Lender. Notwithstanding the foregoing, the funding and release procedures applicable to Additional Advances requested to finance the acquisition of one or more anticipated Additionally Financed Aircraft, as described on the related Additional Advance Request, shall be as set forth in subsection (c) of this Section below (including the provisions in such subsection relevant to satisfaction of the conditions in Section 7.2 and Section 7.5 with respect to any such Additional Advance).
(b)Notwithstanding anything herein to the contrary, (x) a Lender shall not be obligated to make an Advance under this Section 2.3 at any time in an amount which would exceed such Lender’s Commitment, less the amount of any prior Advances still outstanding made by such Lender. Each Lender’s obligation shall be several, such that the failure of any Lender to make available to the Borrower any funds in connection with any Advance shall not relieve any other Lender of its obligation, if any, hereunder to make funds available on the date of such Advance, but no Lender shall be responsible for the failure of any other Lender to make funds available in connection with any Advance; provided, however, that if a Lender shall fail to make available any funds in connection with any Advance, any other Lender may, in its sole discretion, make available to the Administrative Agent any such funds without regard to the pro rata provisions of this Agreement and without regard to the Commitment of such Lender, each of which shall be deemed to be adjusted to reflect such Advance without any act of any Person being necessary therefore; provided further, however, that, for the avoidance of doubt, any such failure of a Lender to make funds available shall not delay making the funds of the other Lenders available to the Borrower in connection with an Advance in accordance with this Agreement and at the request of the Borrower, regardless of whether the full amount of the requested Advance will be made available as a result of such failure of a Lender.
(c)Notwithstanding the provisions of subsection (a) of this Section 2.3 above, the following funding and funds release procedures shall apply to Additional Advances requested to finance the Borrower’s acquisition, directly or indirectly, of one or more anticipated Additionally Financed Aircraft, as described on the related Additional Advance Request (and references below to such acquisitions, shall be deemed to refer to the Borrower indirect acquisition through one or more Borrower Subsidiaries of such Aircraft).
Seventh Amended and Restated Credit Agreement    62

(i)The Borrower’s Additional Advance Request, in addition to containing the other information required for Additional Advance Requests described in Section 2.2(b) shall identify, with the greatest specificity feasible, the date or dates (any of which shall be a Business Day), not less than three, and not more than eight, Business Days from the date that the Borrower delivers such Additional Advance Request (such period, the “Holding Period”), that the Borrower anticipates that the conditions precedent to funding against each proposed Additionally Financed Aircraft set forth in Sections 7.2 and 7.5 shall be satisfied as to each such requested Aircraft. Advances made by the Lenders pursuant to this Section 2.3(c) shall constitute Advances for all purposes hereunder on and as of the date made, notwithstanding that any one or more of the proposed Aircraft may not become Additionally Financed Aircraft during the Holding Period.
(ii)[Reserved].
(iii)[Reserved].
(iv)On any Business Day during the Holding Period, and while funds from the above-described Advances remain within the Borrower Funding Account, the Borrower may request a release of funds from such account to it or at its direction, for the purpose of financing a portion of the acquisition cost of one or more of the Aircraft described in the Additional Advance Request. The Borrower shall make such request by giving notice (herein called a “Holding Period Release Request”) to the Administrative Agent for the requested release of funds not later than 10:00 a.m., New York time, on the requested date of funding, which (A) shall be a Business Day, and (B) shall be a day within the Holding Period. The Holding Period Release Request (1) shall include the date and amount of such desired release of funds, (2) shall specify the applicable account or accounts from which such release shall occur, (3) shall specify wire transfer instructions for the delivery of released funds to their intended recipient, (4) shall specify a time for such release to occur (or otherwise indicate a manner for communicating such time of release mutually acceptable to the Borrower and the Administrative Agent), subject to the limitations of clause (v) immediately below, (5) shall indicate that such release is for the purpose of funding a direct acquisition of one or more of the Additionally Financed Aircraft identified in the related Additional Advance Request (and specifically identify the Aircraft to be funded with each requested release), and (6) shall contain a borrowing base certification satisfactory to the Administrative Agent, setting forth the information required therein. Each Holding Period Release Request shall be for an aggregate amount of at least $1,000,000, but not exceeding the proceeds of the related Advances held on deposit in the applicable account.
(v)Assuming compliance with the foregoing notice procedures and the satisfaction of each of the conditions precedent to an Additional Advance for the purpose of acquiring an Additionally Financed Aircraft under Section 7.2 and the conditions set forth in Section 7.5, the Administrative Agent shall instruct the Account Bank to transfer the requested funds to the specified recipient account, at the time the Borrower has requested that such transfer be made pursuant to the Holding Period Release Request (but in no event later than 4 p.m., New York time, on the requested date), and the Account Bank hereby agrees to comply with such instruction; provided, however, that each of the parties hereto understands and agrees that in the event that the Administrative Agent does not provide written notification to the Collateral Agent and Account Bank by 2 p.m. New York time stating that no such transfer instructions shall be delivered on that date, any funds in the Borrower Funding Account may remain uninvested until the next succeeding Business Day.
Seventh Amended and Restated Credit Agreement    63

(vi)The Borrower may at any time and, if the Borrower fails to do so after the Holding Period ends, the Administrative Agent shall direct the Account Bank to transfer all funds remaining in the Borrower Funding Account after the Holding Period ends to the account of each Lender in repayment of the related Advances not invested in an Aircraft acquisition, pro rata based on the respective proportionate amount of such Advances initially funded. Any outstanding accrued interest on such repaid Advances, together with breakage amounts, if any, that may be owing in respect of such repayment pursuant to Section 6.4, will be payable by the Borrower on the next Payment Date following the calendar month in which such repayment occurs, pursuant to the Flow of Funds, and need not be paid by the Borrower concurrently with such repayments.
SECTION 1.4 Representation and Warranty. Each request for an Advance pursuant to Section 2.2 or delivery of a Holding Period Release Request shall automatically constitute a representation and warranty by the Borrower to the Administrative Agent and the Lenders that, on the date of such Advance or the date of release of funds contemplated in the Holding Period Release Request, and after giving effect to such Advance or release and the consummation of the transactions contemplated in the making of such Advance or release, (a) the representations and warranties contained in Article IX will be true and correct as of the date of such Advance and such release, as applicable, as though made on such date (except, that any such representations or warranties expressly stated by their terms to be made only at or as of one or more particular dates or times, shall be made only at or as of such specified dates or times and are not so automatically repeated), (b) no Default, Event of Default, Early Amortization Event, or event that would constitute an Event of Default or Early Amortization Event but for the passage of time or the giving of notice or both has occurred and is continuing or will result from the making of such Advance and such release, as applicable, and (c) after giving effect to such requested Advance and such release the aggregate Outstanding Principal Amount hereunder shall not exceed the Maximum Aggregate Principal Amount.
SECTION 1.5 Notes.   The Borrower shall, on or after the Initial Advance Date, execute and deliver a Note to each Lender if and to the extent requested to do so by such Lender. The Borrower shall promptly execute and deliver a Note to each new Lender that requests a Note after the Effective Date. All Notes (under and as defined in the Original Agreement) delivered by the Borrower prior to the Effective Date shall be returned to the Borrower, or its designee, on the Effective Date.
(b)The Advances and Yield on any Note shall at all times (including after assignment pursuant to Section 15.1), to the extent a Note has been requested by a Lender, be represented by such Note and/or a replacement Note therefor, payable to the order of the applicable Lender. The Borrower hereby irrevocably authorizes the Lender to make (or cause to be made) appropriate notations on the grid attached to its Note (or on any continuation of such grid, or at the Lender’s option, in its records), which notations, if made, shall evidence, inter alia, the date of, the outstanding principal of, and the Lender Rate and Interest Period applicable to, the Advances evidenced thereby. Failure to make any such notations shall not limit or otherwise affect any Obligations of the Borrower. Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Borrower to such Lender resulting from each Advance by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement. Notwithstanding the notation on any Note, the register maintained by the Administrative Agent shall be conclusive and binding absent manifest error in accordance with the terms of Section 15.5(a).
SECTION 1.6 [Intentionally omitted.]
Seventh Amended and Restated Credit Agreement    64

SECTION 1.7 Optional Increase of Commitments. To the extent that the total Commitments for all Lenders is less than $2,500,000,000 on the Effective Date, the Borrower may, by written notice to the Administrative Agent and the Lenders (a “New Commitment Notice”), elect to request an increase to the existing Commitments (any such increase, the “New Commitments”) in a minimum amount of $5,000,000 and up to an amount equal to the difference between $2,500,000,000 and the Commitments as of the date prior to the making of such New Commitments. Each Lender shall have 5 Business Days from receipt of such New Commitment Notice to elect to provide all or a portion of the New Commitments; provided that, in the event that the total New Commitments requested to be provided by the Lenders exceeds the maximum amount of the New Commitments requested by the Borrower, each Lender’s portion of the New Commitments shall be reduced pro rata based on the percentage that such Lender’s proposed commitments bears to the total amount of New Commitments requested by all Lenders. Each such New Commitment Notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the New Commitments shall be effective, which shall be a Payment Date that is not less than 10 Business Days after the date on which such New Commitment Notice is delivered to the Administrative Agent and the Lenders. Following the expiration of the Lenders exclusivity period the Borrower shall be entitled to solicit New Commitments for other Persons that are not existing Lenders that are Eligible Assignees (each, a “New Lender”). No later than 2 Business Days prior to the Increased Amount Date the Borrower shall notify the Administrative Agent and each Lender of (i) the identity of each existing Lender (each, an “Increasing Lender”) and each New Lender and (ii) the portion of such New Commitments to be allocated to such New Lenders and Increasing Lenders; provided that, for the avoidance of doubt, any existing Lender approached to provide all or a portion of the New Commitments may elect or decline, in its sole discretion, to provide a New Commitment; provided further that (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Commitments and (y) the New Commitments shall be effected pursuant to one or more Accession Agreements executed and delivered by the Borrower, the New Lender or Increasing Lender, as applicable, and the Administrative Agent.
On any Increased Amount Date on which New Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, the Borrower shall borrow from the New Lenders and Increasing Lenders an amount of new Advances the proceeds of which will be applied to prepay the outstanding Advances of the existing Lenders, in each case so that after giving pro forma effect to the New Commitments, such Advances and such prepayments, each Lender holds Advances on a pro rata basis based on the new amount of total Commitments.
Seventh Amended and Restated Credit Agreement    65

SECTION 1.8 Conduit Lenders. Notwithstanding anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to its Eligible Conduit Lender, identified in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (together with any applicable notice information and any other reasonably detailed information required by the Borrower or the Administrative Agent to perform their obligations hereunder, and an agreement by which such Conduit Lender became a party hereto), the option to provide to the Borrower all or any part of any Advances that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to Section 2.1; provided that (i) no Conduit Lender shall be committed to provide any Advance or have any obligation to pay any amount in excess of amounts available to such Conduit Lender after paying or making provision for the payment of its commercial paper and nothing herein shall constitute a commitment to make an Advance or pay any other obligation by any Conduit Lender, and (ii) if a Conduit Lender elects not to exercise such option or otherwise fails to provide all or any part of such Advance or any other obligation, the Granting Lender shall be obligated to make such Advance or pay such other obligation pursuant to the terms hereof on the date such Advance is to be made or other obligations paid, without notice or demand from Borrower. For the avoidance of doubt, no action or inaction by any Conduit Lender will excuse any of the obligations of any Lender as provided herein, including, but not limited to, the obligations to make timely Advances, as provided in Section 2.1 and Section 2.3. The making of an Advance by a Conduit Lender hereunder shall (i) utilize the Commitment of the related Granting Lender to the same extent, and as if, such Advance were made by such Granting Lender and (ii) constitute an Advance by such Granting Lender to the extent context may require where this Agreement references Advances made by such Lender, including for the calculation of Yield and other relevant calculations hereunder. No Conduit Lender shall have a Commitment hereunder. Each Granting Lender listed in Appendix II under the heading “Granting Lender” hereby designates each entity listed opposite such Granting Lender’s name in such Appendix II as its Conduit Lenders, each of which is, as of the date hereof, an Eligible Conduit Lender with respect to such Granting Lender.
Seventh Amended and Restated Credit Agreement    66

(b)Each Granting Lender shall cause each of its Conduit Lenders (whether or not such Conduit Lender elects to exercise such option), other than any Conduit Lender designated as of the Effective Date, to execute an agreement pursuant to which it becomes a party to this Agreement and makes agreements substantially similar to those made by an assignee in the form of Assignment and Assumption attached as Exhibit C to this Agreement; provided that notwithstanding whether any Conduit Lender executes any such agreement, such Conduit Lender shall be deemed to have agreed to all of the terms and conditions of this Agreement by acceptance of the option to be a Conduit Lender (whether or not such Conduit Lender elects to exercise such option). Each Conduit Lender hereby authorizes the applicable Granting Lender to take any and all actions with respect to this Agreement and the Advances made by such Conduit Lender as deemed necessary by such Granting Lender. In furtherance of the foregoing, each Conduit Lender hereby appoints the applicable Granting Lender the true and lawful attorney of such Conduit Lender, to act in the name of such Granting Lender but on behalf of and for the benefit of the applicable Conduit Lender to collect for the account of such Conduit Lender all amounts due under this Agreement, to institute and prosecute, in the name of such Conduit Lender or otherwise, all proceedings that such Granting Lender may deem proper to collect, assert or enforce any claim, right or title of any kind in or to; to defend and compromise any and all actions, suits or proceedings as to all such acts and things in relation thereto. As between each Conduit Lender and the applicable Granting Lender, such Granting Lender’s record of Advances between it and such Conduit Lender shall be conclusive. Each Conduit Lender acknowledges that the foregoing appointment is coupled with an interest and is irrevocable by such Conduit Lender. All payments due to any Conduit Lender hereunder or with respect to any Advances made by any Conduit Lender hereunder shall be made to the applicable Granting Lender for the account of such Conduit Lender. Unless the parties hereto are notified in accordance with the terms hereof of alternate notice information for a Conduit Lender by the applicable Granting Lender, all notices and requests delivered to a Granting Lender shall be deemed to have been delivered to each of its Conduit Lenders. To the extent any Conduit Lender has any right under any Credit Document to notify, direct, instruct, certify, provide information or provide approval in respect of any matter to the Borrower, the Administrative Agent or the Collateral Agent, then to the extent the applicable Granting Lender has provided any notice, direction, instruction, certification, information or approval with respect to such matter, it shall be deemed to also be notification, direction, instruction, certification, information or approval from such Conduit Lender.
ARTICLE III

YIELD, FEES, ETC.
SECTION 1.1 Yield.
(a)Payment. The Borrower hereby promises to pay Yield on the unpaid principal amount of each Advance (or each portion thereof) for the period commencing on the date of such Advance until the date such Advance is paid in full.
(b)Maximum Yield. No provision of this Agreement or any Note shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law.
SECTION 1.2 Yield Payment Dates. Yield accrued on (i) each Advance shall be payable on each Payment Date and (ii) the amount of Advances being repaid or prepaid on any other Settlement Date shall be paid on such Settlement Date.
SECTION 1.3 Market Disruption Event. (a) If a Market Disruption Event occurs in relation to any Interest Period for the Advances, then the rate of interest on each Lender’s share of the Advances for that Interest Period shall be the rate per annum which is the sum of:
Seventh Amended and Restated Credit Agreement    67

(i)the Applicable Margin; and
(ii)the rate notified by that Lender to the Borrower and the Administrative Agent, as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its Advances from whatever source it may reasonably select (such cost to be substantiated in reasonable detail from a source reasonably selected by that Lender).
(b)In this Agreement, “Market Disruption Event” means that at or about 11:00 a.m. (New York city time) on the second Business Day before the first day of such Interest Period, the Borrower and the Administrative Agent receive notification from a Lender or Lenders whose share of the Advances exceed fifty per cent (50%) that, as a result of circumstances affecting Term SOFR generally and not due to the individual status of that Lender or Lenders, the cost to it or them of obtaining matching deposits in the market would be in excess of Term SOFR.
(c)If a Market Disruption Event occurs and the Administrative Agent or the Borrower so requests, the Administrative Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.
Any alternative basis agreed pursuant to this Section 3.3 shall, with the prior written consent of all the Lenders and the Borrower, be binding on all parties hereto.
SECTION 1.4 Fees. The Borrower agrees to pay to the Administrative Agent and the Lenders certain Fees in the amounts and on the dates set forth in certain letter agreements between the Administrative Agent and/or a Lender and the Borrower dated as of the date hereof (as the same may be amended, restated, supplemented or otherwise modified pursuant to its terms, collectively, the “Fee Letter”).
SECTION 1.5 Computation of Yield. All Yield hereunder shall be computed on the basis of a year of 360 days, except that Yield computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Yield shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error.
SECTION 1.6 Payments Generally. All payments to be made by the Borrower to any Lender, any Conduit Lender, the Administrative Agent or the Collateral Agent pursuant to any Credit Document shall be made without setoff, deduction (except in respect of Taxes, which are addressed in Section 6.3) or counterclaim.
SECTION 1.7 Benchmark Replacement Setting.
Seventh Amended and Restated Credit Agreement    68

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document but subject to Section 3.8, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 3.7(a) will occur prior to the applicable Benchmark Transition Start Date.
(b)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document but subject to Section 3.8, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document.
(c)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 3.7(d) and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 3.7, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and, subject to Section 3.8, without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 3.7.
(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Transaction Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.
Seventh Amended and Restated Credit Agreement    69

(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of SOFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Alternate Base Rate Advances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.
SECTION 1.8 Collateral Agent. Notwithstanding anything contained herein to the contrary, the Collateral Agent shall have no responsibility or liability for the selection or determination of SOFR, Term SOFR, the Benchmark Replacement, the Benchmark Replacement Adjustment, the Alternate Base Rate or any reference rate in connection therewith or for any determinations, decisions or elections in connection with the foregoing.
ARTICLE IV

REPAYMENTS, PREPAYMENTS AND PAYMENTS
SECTION 1.1 Required Principal Repayments.
(a)Payment Dates. On each Payment Date, the Borrower shall be required to make the principal payments required under the Flow of Funds (including as a result of the allocation and application of Collections derived from the sale or other disposition, voluntary or involuntary, of an Aircraft or Aircraft Owning Entity to a Person that is not a Borrower Group Member) in reduction of the aggregate Outstanding Principal Amount to the extent of funds available to make such payments pursuant to the Flow of Funds.
(b)Facility Termination Date. The aggregate Outstanding Principal Amount shall be due and payable in full on the Facility Termination Date.
SECTION 1.2 Principal Prepayments.
(a)Voluntary Prepayment. The Borrower may voluntarily prepay the outstanding principal amount of the Advances, in whole or in part; provided, however, that:
(i)all such voluntary prepayments shall require at least three (3) Business Days’ prior written notice to the Administrative Agent;
(ii)all such voluntary partial prepayments shall be in a minimum amount of $1,000,000 (unless such payment results in a repayment in full); and
(iii)all such voluntary prepayments shall be paid (x) prior to the Conversion Date, pro rata to the Lenders based upon the respective outstanding Advances funded by such Lenders and (y) on and after the Conversion Date, subject to prior payment in full of all accrued Collateral Agent Fees and Expenses, pro rata to the Lenders based upon the respective outstanding Advances funded by such Lenders.
Seventh Amended and Restated Credit Agreement    70

(b)Mandatory Prepayments.
(i)Upon the sale, transfer or other disposition of any Aircraft, or any Equity Interest in any Aircraft Owning Entity or Owner Participant to a Person that is not a Borrower Group Member, by the Borrower or any Borrower Subsidiary (including, without limitation, in connection with the consummation of any Portfolio Transaction or any other refinancing by the Borrower, but excluding a sale, transfer or disposition of a Specified Aircraft or of an Aircraft as a result of an Event of Loss), or notification to the Administrative Agent that such Aircraft shall become a Specified Aircraft, the Borrower shall forthwith deposit or cause to be deposited into the Collection Account an amount (collectively, the “Sale Deposit Amount”) equal to at least the sum of (A) 107% of the Allocable Advance Amount of such Aircraft plus unpaid Yield accrued thereon to the date of prepayment (after giving effect to the payment of Yield pursuant to Section 8.1(e)(I)(i) on such date, if applicable) (the “Disposition Payment Amount”) and (B) any other applicable amounts described in clause (A) or (C)(ii) of Section 8.1(e)(II), which Sale Deposit Amount shall include all net proceeds of such sale or disposition and all amounts maintained in the Maintenance Reserve Account and the Security Deposit Account attributable to such Aircraft or Equity Interest that are not payable to the applicable Lessee or buyer of such Aircraft or Equity Interest, together with other amounts available in the Collection Account to the extent necessary for the Sale Deposit Amount to be at least equal to the Disposition Payment Amount. A portion of the Sale Deposit Amount equal to the Disposition Payment Amount of such Aircraft shall be applied to prepay the outstanding principal amount of the Advances, together with accrued and unpaid Yield on such prepaid amount (after giving effect to the payment of Yield pursuant to Section 8.1(e)(I)(i) on such date, if applicable), pro rata to the Lenders based upon the respective outstanding Advances funded by such Lenders, which prepayment shall be effected on such disposition date or, at the Borrower’s election, a date no later than the Payment Date following the deposit of such funds, in accordance with the Flow of Funds.
(ii)Upon the occurrence of an Event of Loss with respect to any Aircraft, the Borrower shall, on the first Payment Date following the receipt of any insurance, condemnation or other proceeds (including any Lessee or other third party payments and all amounts maintained in the Maintenance Reserve Account and the Security Deposit Account attributable to such Aircraft that are not required to be returned to the Lessee in accordance with the terms of the Lease) in respect of such Event of Loss, deposit into the Collection Account an amount equal to the then Allocable Advance Amount of such Aircraft (determined as of the date of such Event of Loss), which amount shall be applied in accordance with the Flow of Funds on the next Payment Date after such deposit.
(c)Breakage. Each prepayment under this Section 4.2 shall be subject to the payment of any breakage cost amounts required by Section 6.4 resulting from such prepayment; provided that there shall be no breakage costs for prepayments occurring on any Payment Date.
SECTION 1.3 Payments Generally. Subject to, and in accordance with, the provisions of this Agreement, all payments of principal of, or Yield on, the Advances shall be made (whether pursuant to the Flow of Funds or otherwise) no later than 2:00 p.m., New York time, on the day when due in lawful money of the United States of America in same day funds to the applicable Lenders, to one or more accounts designated by the applicable Lenders in writing to the Borrower and the Administrative Agent not fewer than three (3) Business Days prior to the intended effective date of any such designation. Funds received by a Lender after 2:00 p.m., New York time, on the date when due, will be deemed to have been received by such Lender on its next following Business Day.
Seventh Amended and Restated Credit Agreement    71

SECTION 1.4 Sharing of Set-Off. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain, at any time, payment in respect of any principal of, or Yield on, any of its Advances or other Obligations resulting in such Lender receiving payment of a proportion of the aggregate amount of its Advances and accrued Yield thereon or other Obligations greater than it would have been entitled to receive as provided herein, then such Lender shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Advances and such other Obligations of the other Lenders or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by such Lenders, respectively, ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them as provided herein, provided that:
(i)if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under any applicable Requirement of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Lender receives a secured claim in lieu of a setoff or counterclaim to which this paragraph applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Lender is entitled under this paragraph to share in the benefits of the recovery of such secured claim.
ARTICLE V

LIQUIDITY RESERVE
SECTION 1.1 Establishment of Liquidity Reserve Account.
(a)Liquidity Reserve. On or prior to the Initial Advance Date, the Borrower shall have opened an account (number UBSAFL.6) in the name of the Borrower maintained with the Account Bank (the “Liquidity Reserve Account”) and deposited into such Liquidity Reserve Account an amount at least equal to the Liquidity Reserve Initial Required Amount as of such Initial Advance Date (and after giving effect to the Initial Advances to be funded on such date) less the aggregate available amount under each Liquidity Reserve Eligible Letter of Credit.
(b)Maintenance of Reserves. The Collateral Agent shall take all actions as shall be reasonably necessary to preserve, protect, maintain or enforce its rights with respect to the Liquidity Reserve Account.
(c)Provisions Applicable to Reserve Accounts. The following provisions will apply to the Liquidity Reserve Account established pursuant to Section 5.1(a):
Seventh Amended and Restated Credit Agreement    72

(i)The Liquidity Reserve Account shall be subject to the control provisions of the Security Trust Agreement, and neither the Borrower nor any Affiliate, agent, employee or officer of the Borrower shall have any right to withdraw any amount from the Liquidity Reserve Account.
(ii)The taxpayer identification number associated with the Liquidity Reserve Account shall be that of the Borrower and the Borrower will report for United States federal, state and local income tax purposes the income, if any, earned on funds in the Liquidity Reserve Account.
(iii)All funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments as specified by the Borrower in writing to the Account Bank from time to time; provided that if the Borrower shall fail to specify such Eligible Investments in a timely manner, the Collateral Agent, at the direction of the Administrative Agent, may specify such Eligible Investments. All investments of funds on deposit in the Liquidity Reserve Account shall mature, or may be sold or withdrawn without loss, not later than the Business Day preceding the next Payment Date. Income earned on funds deposited to the Liquidity Reserve Account, if any, shall be transferred by the Account Bank to the Collection Account on the Business Day prior to each Payment Date for distribution pursuant to the Flow of Funds.
(iv)The Borrower shall at all times be entitled to have one or more Liquidity Reserve Eligible Letters of Credit issued in favor of the Collateral Agent. In the event that one or more Liquidity Reserve Eligible Letters of Credit are so issued, on each Payment Date, the Collateral Agent shall, at the direction (and at the election) of the Borrower, transfer from the Liquidity Reserve Account to the Collection Account up to an amount equal to the amounts available under any such Liquidity Reserve Eligible Letters of Credit.
(v)Each of the Borrower and the Administrative Agent hereby agree and acknowledge, notwithstanding the agreements of the Collateral Agent described in this Section 5.1(c), that the Collateral Agent shall retain exclusive dominion and control of the Liquidity Reserve Account.
(d)Liquidity Reserve Draws. To the extent that Available Collections on deposit in the Collection Account on any Payment Date shall be insufficient to pay any of the amounts set forth immediately below which are due or payable on such Payment Date in accordance with the Flow of Funds (the amount by which such funds shall be so insufficient is herein referred to as an “Insufficiency”), the Borrower or, if the Borrower fails to do so, the Collateral Agent (at the written direction of the Administrative Agent), shall make a draw upon the Liquidity Reserve Account and, if amounts on deposit therein are less than the Insufficiency or if the Borrower otherwise elects to draw thereon, any Liquidity Reserve Eligible Letter of Credit in an aggregate amount equal to the lesser of (x) the aggregate amount then available to be drawn under the Liquidity Reserve Account and each Liquidity Reserve Eligible Letter of Credit and (y) the applicable Insufficiency. If the Borrower has made such draw, it shall deposit the proceeds thereof into the Collection Account and (whether the Borrower or the Collateral Agent has made such draw) the Collateral Agent shall apply, to the extent possible, the proceeds of such draw to the amounts set forth below which shall be due or payable on such Payment Date but are not as a result of the Insufficiency being otherwise paid, in the order of priority set forth below:
(A)to the Collateral Agent in payment in full of all accrued Collateral Agent Fees and Expenses;
Seventh Amended and Restated Credit Agreement    73

(B)pro rata (1) to the counterparties on any Hedge Agreements for the hedge payments due from the Borrower thereunder (other than termination payments), if any, and (2) to the Lenders on a pro rata basis based upon the outstanding principal amount of Advances funded by such Lenders, any Yield due under this Agreement in respect of outstanding Advances; and
(C)pro rata, (1) to the Lenders on a pro rata basis based upon the outstanding principal amount of Advances funded by such Lenders, in the amount of the Borrowing Base Deficiency on such Payment Date, and (2) to the counterparties on any Hedge Agreements for the hedge termination payments due from the Borrower thereunder (unless a default by the non-Borrower counterparty has caused the early termination).
(ii)Upon the occurrence of an Event of Default, the Collateral Agent (at the direction of the Administrative Agent) shall promptly and, if the Collateral Agent fails to do so, the Administrative Agent may, draw upon the Liquidity Reserve Account or any Liquidity Reserve Eligible Letters of Credit in full and immediately deposit into the Collection Account for distribution pursuant to the Flow of Funds on the next Payment Date, an amount equal to the proceeds of such draw minus a holdback amount, if any, specified by the Administrative Agent. To the extent that an Insufficiency shall exist on any Payment Date after the initial holdback (if any) described above, the Collateral Agent (at the direction of the Administrative Agent) shall draw on the remaining funds in the Liquidity Reserve Account or (after drawing all funds available in the Liquidity Reserve Account) any Liquidity Reserve Eligible Letters of Credit in an aggregate amount equal to the lesser of (x) the amount then available to be withdrawn from the Liquidity Reserve Account plus the amount available to be drawn under any Liquidity Reserve Eligible Letter of Credit, (y) the Liquidity Reserve Maximum Amount and (z) the amount which, if treated as Available Collections and applied pursuant to the Flow of Funds on such Payment Date, would eliminate the applicable Insufficiency, and shall so apply, to the extent possible, the funds so withdrawn or drawn.
(iii)To the extent that the funds available in the Liquidity Reserve Account as of any Payment Date prior to the occurrence of an Event of Default (and after giving effect to all allocations under the Flow of Funds and other transactions, if any, to occur on such Payment Date) will exceed the Liquidity Reserve Maximum Amount, such excess may (at the election of the Borrower) be released and applied as part of the Available Collections on such Payment Date as set forth in the Flow of Funds.
ARTICLE VI

INCREASED COSTS, ETC.
SECTION 1.1 Illegality. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain SOFR Advances, such Lender shall give notice thereof to the Administrative Agent and the Borrower describing the relevant provisions of such Requirement of Law, following which (a) the Commitment of a Lender hereunder to make SOFR Advances, and the agreement of any Lender to continue SOFR Advances as such, as applicable, shall forthwith be cancelled and (b) such Lender’s Advances then outstanding as SOFR Advances, if any, shall accrue Yield at the Alternate Base Rate (i) from the next succeeding Payment Date or (ii) on any earlier date as required by law. If any such conversion of any SOFR Advance occurs on a day that is not a Payment Date, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 6.4.
Seventh Amended and Restated Credit Agreement    74

SECTION 1.2 Increased Costs.
(a)If (i) there shall be any increase in the cost to any Lender or any of its Affiliates, Conduit Lenders, assignees or participants (and any further assignees or participants thereof) or any Person providing such Lender with a liquidity or credit enhancement arrangement (each of the foregoing an “Affected Party”) of agreeing to make or making, funding or maintaining any Advance hereunder or (ii) any reduction in any amount receivable in respect thereof or otherwise under this Agreement, and such increased cost or reduced amount receivable is due to either:
(x)    the introduction of or any change (including, without limitation, any change by way of imposition or increase of any reserve requirements, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by an Affected Party) in or in the interpretation of any law, regulation or accounting principle after the Benchmark Date (other than in respect of Taxes and other amounts addressed by (including those expressly excluded by) Section 6.3); or
(y)    the compliance with any guideline or request from any central bank or other Government Entity (whether or not having the force of law),
then the Borrower shall from time to time, on the first Payment Date occurring at least five (5) Business Days after the Borrower’s receipt of written demand by such Affected Party, pay such Affected Party additional amounts sufficient to compensate such Affected Party for such increased cost or reduced amount receivable.
Seventh Amended and Restated Credit Agreement    75

(b)If any Affected Party shall have reasonably determined that (i) the applicability of any law, rule, regulation or guideline adopted after the Benchmark Date, or the initial implementation after the Benchmark Date of any such law, rule, regulation or guideline adopted but not initially implemented prior to the Benchmark Date, pursuant to or arising out of (A) the July 1988 paper of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards,” or (B) the proposal for New Basel Capital Accord issued by the Basel Committee on Banking Supervision (including Basel III) (as revised from time to time, the “New Accord”), or (ii) the adoption of any other law, rule, regulation or guideline after the Benchmark Date regarding capital adequacy, liquidity or the initial implementation after the Benchmark Date of any such law, rule, regulation or guideline adopted but not initially implemented prior to the Benchmark Date, and in either case affecting such Affected Party (including, but not limited to, any rule to be so adopted or so implemented with respect to recourse, residuals, liquidity commitments or direct credit substitutes, referred to hereinafter as the “New Rules”), or (iii) any change arising in the foregoing or in the interpretation or administration of any of the foregoing by any Government Entity, central bank or comparable agency charged with the interpretation or administration thereof, or (iv) compliance by such Affected Party (or any lending office of such Affected Party), or any holding company for such Affected Party which is subject to any of the capital requirements described above, with any request or directive of general application issued regarding capital adequacy, liquidity (whether or not having the force of law) of any such Government Entity, central bank or comparable agency has or would have the effect of reducing the rate of return on such Affected Party’s capital or on the capital of any such holding company as a direct consequence of such Affected Party’s obligations hereunder or arising in connection herewith to a level below that which such Affected Party or any such holding company could have achieved but for such adoption, change or compliance (taking into consideration such Affected Party’s policies and the policies of such holding company with respect to capital adequacy and liquidity) by an amount deemed by such Affected Party to be material, then from time to time such Affected Party may request the Borrower to pay to such Affected Party such additional amounts as will compensate such Affected Party or any such holding company for any such reduction suffered.
(c)If as a result of any event or circumstance similar to those described in Section 6.2(a) or Section 6.2(b), any Affected Party is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to such Affected Party (whether directly or through a participation) with respect to amounts similar to those described in Section 6.2(a) or Section 6.2(b) in connection with this Agreement or the funding or maintenance of Advances hereunder, then within ten days after demand by such Affected Party, the Borrower shall pay to such Affected Party such additional amount or amounts as may be necessary to reimburse such Affected Party for any amounts paid by it. The Borrower acknowledges to each Lender that such Lender is providing no assurance that the committed liquidity support provided with respect to this Agreement will be assigned a zero percent credit-conversion factor under risk-based capital guidelines adopted by applicable bank regulatory authorities in response to the framework therefor announced in July 1988 by the Basel Committee on Banking Regulations and Supervisory Practices or in response to the New Accord or under the New Rules. Notwithstanding the foregoing, no amount shall be payable under this subsection (c) except to the extent the affected bank or other financial institution providing the aforementioned support is a party to this Agreement as a Lender and is accordingly subject to the same provisions and restrictions applicable herein to a Lender party hereto (including without limitation, the provisions of Sections 6.2, 6.5 and 6.6 with respect to any claims made under this subsection (c)).
Seventh Amended and Restated Credit Agreement    76

(d)Any failure or delay on the part of any Affected Party to demand compensation pursuant to clause (a), (b) or (c) of this Section 6.2 shall not constitute a waiver of such Affected Party’s right to demand such compensation; provided that the Borrower shall not be required to compensate an Affected Party pursuant to such clauses of this Section 6.2 for any increased costs incurred or reductions suffered more than 120 days prior to the date that such Affected Party notifies the Borrower of the event or events giving rise to such increased costs or reductions and of such Affected Party’s intention to claim compensation therefor (except that, if such event or events have a retroactive effect, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof).
SECTION 1.3 Taxes.
(a)All payments made by the Borrower under this Agreement (including, for purposes of this Section 6.3, the Notes) shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxes now or hereafter imposed, levied, collected, withheld or assessed by any Government Entity, excluding income, gross receipts, franchise, net worth, doing business and similar Taxes imposed on, respectively, the Administrative Agent, the Collateral Agent, any Lender or any Conduit Lender as a result of a present or former connection between, respectively, the Administrative Agent, the Collateral Agent, such Lender or such Conduit Lender and the jurisdiction of the Government Entity imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the respective Administrative Agent, Collateral Agent or Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement). If any such non-excluded Taxes (“Non-Excluded Taxes”) are required to be withheld from any amounts payable to the Administrative Agent, the Collateral Agent or any Lender or Conduit Lender hereunder, respectively (each a “Section 6.3 Indemnitee”), the amounts so payable to such Section 6.3 Indemnitee shall be increased to the extent necessary to yield to such respective Section 6.3 Indemnitee (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in or pursuant to this Agreement; provided, however, that the Borrower shall not be required to increase any such amounts payable to any Section 6.3 Indemnitee to the extent imposed as a result of the failure of any such Section 6.3 Indemnitee to comply with the requirements of paragraph (b) of this Section 6.3 or as a result of such Lender or Conduit Lender failing to be a Qualifying Lender; provided further that the immediately preceding proviso shall not apply, and the Borrower’s obligations to make increased payments to any Section 6.3 Indemnitee pursuant to this Section 6.3(a) shall continue to apply, to the extent that any such noncompliance or the failure to be a Qualifying Lender is attributable to a change in applicable law or regulation or in the interpretation thereof, or the introduction of any law or regulation, in either case that occurs after the Benchmark Date. Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as possible thereafter, the Borrower shall send to the applicable Section 6.3 Indemnitee, a certified copy of an original official receipt (or other evidence reasonably satisfactory to such Person) received by the Borrower showing payment thereof. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to any Section 6.3 Indemnitee the required receipts or other required documentary evidence, the Borrower shall indemnify the applicable Section 6.3 Indemnitee for any incremental Taxes, interest or penalties (and related costs) that may become payable by the applicable Section 6.3 Indemnitee as a result of any such failure. The agreements in this Section 6.3 shall survive the termination of this Agreement and the payment of all other amounts payable hereunder.
Seventh Amended and Restated Credit Agreement    77

(b)    Each Section 6.3 Indemnitee shall, to the extent it may lawfully do so, deliver to the Borrower, or to the Administrative Agent in the case of any Lender or any Conduit Lender (in such number of copies as shall be requested by the recipient), on or prior to the date on which such Person becomes a Lender, Conduit Lender, Collateral Agent or Administrative Agent under this Agreement (and from time to time thereafter upon the request of Borrower and the Administrative Agent), but only if such Person is legally entitled to do so, any form or information prescribed by applicable Requirements of Law as a basis for claiming exemption from or a reduction in withholding tax duly completed together with such supplementary documentation as may be prescribed by any applicable Requirement of Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made. Each Lender and each Conduit Lender further represents that it is a Qualifying Lender as of the Benchmark Date or other date as of which it becomes a Lender or Conduit Lender hereunder, and agrees to advise the Borrower reasonably promptly following its becoming aware that it is no longer a Qualifying Lender.
(ii)In the event, after taking into account any “grandfathering dates” under FATCA, the Borrower reasonably determines in good faith that any payment to be made under this Agreement is a “withholdable payment” under FATCA, the Borrower shall promptly provide written notice to the Administrative Agent and each affected Lender or Conduit Lender and, subject to paragraph (iv) below, each such Lender or Conduit Lender shall, within 20 Business Days of the receipt of such written notice:
(A)    confirm to the Borrower and the Administrative Agent whether it is a FATCA Exempt Party or a FATCA Non-Exempt Party; and
(B)    supply to the Borrower (with a copy to the Administrative Agent) such form or forms and any other documentation and other information prescribed by applicable law (including information required under FATCA or other official guidance, including any intergovernmental agreements) relating to its status under FATCA to the extent available as the Borrower reasonably requests for the purpose of determining such Lender’s or Conduit Lender’s compliance with FATCA’s documentation and reporting requirements and whether any payment to the Lender or Conduit Lender may be subject to any FATCA Deduction.
(iii)If a Lender or Conduit Lender had previously confirmed to the Borrower that it is a FATCA Exempt Party under clause (ii) above and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, such Lender or Conduit Lender shall so notify the Borrower reasonably promptly.
(iv)Nothing in this Section 6.3(b) shall oblige a Lender or Conduit Lender to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation, any policy of such Lender or Conduit Lender, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including, without limitation, its tax returns and calculations).
(v)In the event that clause (ii) above is applicable, if a Lender or Conduit Lender fails to confirm its status or to supply forms, documentation or other information requested in accordance with Section 6.3(b)(ii), then such Lender or Conduit Lender shall be treated as if it were a FATCA Non-Exempt Party until such time as such Lender or Conduit Lender provides sufficient confirmation, forms, documentation or other information in accordance with the provisions of Section 6.3(b)(ii) to establish the relevant facts.
Seventh Amended and Restated Credit Agreement    78

(vi)In the case of any payment made under this Agreement which is a “withholdable payment” under FATCA, the Borrower in making such payment to a FATCA Non-Exempt Party shall make such FATCA Deduction and shall render payment to the IRS within the time allowed and in the amount required by FATCA.
(vii)If a FATCA Deduction is required to be made by the Borrower to a FATCA Non-Exempt Party, the amount of the payment due from the Borrower shall be reduced by the amount of the FATCA Deduction.
(viii)Notwithstanding anything in Section 6.3 to the contrary, neither the Borrower nor any other party shall be required to make any additional payment pursuant to Section 6.3(a) of this Agreement, or otherwise compensate the recipient of the payment for such FATCA Deduction but otherwise such FATCA Deduction shall constitute a Tax and Section 6.3 of this Agreement shall continue to apply.
(ix)Within 30 days of making either a FATCA Deduction or any payment required in connection with that FATCA Deduction, the Borrower shall deliver to the applicable Lender or Conduit Lender evidence reasonably satisfactory to such Lender or Conduit Lender that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the IRS or other applicable Government Entity.
Without limiting the foregoing, each Person that is an assignee pursuant to Article XV shall, upon the effectiveness of the related transfer, be required to provide all of the forms and statements required pursuant to this Section 6.3.
(c)The Borrower agrees to pay any present or future stamp, sales, documentary, filing, registration, excise or property Taxes or any other Taxes, fees, charges or other levies payable, or determined to be payable, in connection with the execution, delivery, filing recording or registration of this Agreement and any other Transaction Documents and agrees to indemnify any Section 6.3 Indemnitee against any liabilities (including related costs) with respect to or resulting from any delay in paying or the omission to pay such Taxes.
(d)The Borrower shall indemnify any Section 6.3 Indemnitee, within ten (10) Business Days after written demand therefor, for the full amount of any Non-Excluded Taxes (including Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by any such Section 6.3 Indemnitee, and any penalties, interest and reasonable expenses (including costs of contesting such Non-Excluded Taxes) arising therefrom or with respect thereto. A certificate as to the amount of such payment or liability delivered to the Borrower by any Lender or Conduit Lender (or Granting Lender with respect thereto) (with a copy to the Administrative Agent), by the Collateral Agent or by the Administrative Agent on its own behalf or on behalf of any Lender, setting forth in reasonable detail the manner in which such amount was determined, shall be conclusive absent manifest error. The Borrower shall indemnify the Administrative Agent, within ten (10) Business Days after written demand therefor, for any Taxes imposed on the Administrative Agent as a result of the failure by Borrower to comply with its obligations under FATCA or the failure by Borrower to make any FATCA Deduction as contemplated in this Agreement.
Seventh Amended and Restated Credit Agreement    79

(e)If any Section 6.3 Indemnitee receives a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 6.3, such Section 6.3 Indemnitee shall pay over such refund (net of all out-of-pocket expenses of such Section 6.3 Indemnitee and without interest, other than any interest paid to it with respect to such refund) to the Borrower (but only to the extent of the amounts paid by the Borrower under this Section 6.3 with respect to the Taxes giving rise to such refund, plus any interest received with respect to such refund); provided that the Borrower, upon the request of any such Section 6.3 Indemnitee, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed) to the Section 6.3 Indemnitee in the event such Section 6.3 Indemnitee is required to repay such refund to any Government Entity. Notwithstanding anything to the contrary in this Section 6.3(e), in no event shall any Section 6.3 Indemnitee be required to pay any amount to the Borrower pursuant to this Section 6.3(e) to the extent such payment would place such Section 6.3 Indemnitee in a less favorable net after-Tax position than such Section 6.3 Indemnitee would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Taxes had never been paid. This subsection (e) shall not be construed to require any Section 6.3 Indemnitee to make available its Tax Returns (or any other information relating to its Taxes which it deems confidential) to the Borrower or any other Person.
(f)Each Section 6.3 Indemnitee agrees to take such actions as the Borrower shall reasonably request and as are consistent with applicable requirements of law to claim any available reductions or exemptions from Taxes and to otherwise cooperate with the Borrower to minimize any amounts payable by the Borrower under this Section 6.3; provided that in each case, any cost resulting from such action or cooperation (including attorney’s fees) shall be borne by the Borrower and the Section 6.3 Indemnitee shall not be required to take any action that it determines in its reasonable judgment would result in any material unreimbursed cost or expense or would materially prejudice its legal or commercial positions.
(g)Each Lender and each Conduit Lender further agrees that upon written request from the Borrower, each such Lender or Conduit Lender shall promptly provide such information as may be reasonably requested by the Borrower to enable the Borrower to comply with the provision of sections 891A, 891E, 891F and 891G of the TCA (and any regulations made thereunder). The Borrower shall keep any information provided by a Lender or Conduit Lender to it solely pursuant to this clause (g) (excluding information that is publicly available or disclosed to the recipient on a nonconfidential basis from a source other than such Lender or Conduit Lender) confidential and shall not disclose such information other than to such directors, officers, employees and other individuals representing the Borrower, the Service Providers and their respective legal counsel, auditors and other professional advisors, in each case to the extent disclosure to such individual is reasonably necessary or appropriate in connection with the preparation and completion of applicable forms, filings, payments or similar, or communications with applicable tax authorities and advisors regarding the foregoing, or other compliance with any applicable Requirement of Law, subpoena or similar legal process; provided that such information may be disclosed to the extent requested or required by any regulatory authority having jurisdiction over the recipient of such information, or to the extent required by applicable Requirements of Law or by any subpoena or similar legal process.
Seventh Amended and Restated Credit Agreement    80

SECTION 1.4 Indemnity Regarding Breakage Costs. The Borrower hereby agrees to indemnify each Lender and Conduit Lender and to hold each Lender or Conduit Lender harmless from any loss (other than loss of Applicable Margin) or reasonable expense which such Lender may sustain or incur as a consequence of (a) default or rescission, as applicable, by the Borrower in making a borrowing of, conversion into or continuation of any Advance hereunder on the date requested after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment on the date requested after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment of Advances on a day which is not the last day of an Interest Period with respect thereto. Such indemnification shall be in an amount equal to the excess, if any, of (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, for the period from the date of such prepayment or of such failure to borrow to the last day of such Interest Period (or, in the case of a failure to borrow, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Advances provided for herein (minus the Applicable Margin) over (ii) the amount of interest (as determined by such Lender or Conduit Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks. This covenant shall survive the termination of this Agreement and the payment of all other amounts payable hereunder.
SECTION 1.5 Notice of Amounts Payable. In the event that any Lender or Conduit Lender becomes aware that any amounts are or will be owed to it pursuant to Section 6.1, 6.2 or 6.3(a), then it shall promptly notify the Borrower thereof; provided that any failure to provide such notice shall not affect the Borrower’s obligations hereunder or under the other Transaction Documents or result in any liability of or on the part of such Lender or Conduit Lender. The amounts set forth in such notice shall be conclusive and binding for all purposes absent manifest error.
SECTION 1.6 Mitigation Obligations; Replacement.
(a)If any Lender or Conduit Lender or any of their Affiliates requests compensation under Section 6.2, or requires the Borrower to pay any additional amount to such Lender or Conduit Lender, any of their Affiliates or any Government Entity for the account of such Lender or Conduit Lender or any of its Affiliates pursuant to Section 6.3, then the applicable Lender or Granting Lender (an “Affected Lender”) shall use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Affected Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 6.2 or 6.3, as the case may be, in the future and (ii) would not subject such Affected Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Affected Lender (other than in a de minimus manner). The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Affected Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Affected Lender to the Borrower shall be conclusive absent manifest error.
Seventh Amended and Restated Credit Agreement    81

(b)Notwithstanding anything to the contrary contained herein, prior to the occurrence of any Event of Default or Early Amortization Event hereunder, the Borrower shall have the right to replace an Affected Lender which has not completed one of the mitigating actions described in subsection (a) of this Section 6.6 resulting in the elimination of any amounts payable pursuant to Section 6.2 or 6.3 within 60 days of becoming an Affected Lender hereunder (each such Affected Lender being so replaced, a “Replaced Lender”) with one or more other lending institutions (which may, but need not be, existing Lenders hereunder) reasonably acceptable to the Administrative Agent (any, a “Replacement Lender”) that have agreed to purchase the outstanding Advances held by and (as applicable) Commitments maintained by such Affected Lender, pursuant to Article XV and one or more Assignment and Assumptions; provided that:
(i)each such assignment shall be arranged by the Borrower in coordination with the Administrative Agent; and
(ii)no Replaced Lender shall be obligated to make any such assignment pursuant to this subsection (b) unless and until such Replaced Lender shall have received one or more payments from the Replacement Lender in an aggregate amount equal to the aggregate outstanding principal amount of the Advances owing to such Replaced Lender, and from the Borrower an aggregate amount equal to all accrued and unpaid interest and fees thereon (including, in any event, any breakage indemnities of the type described in Section 6.4) to the date of such payment and all other amounts payable to such Replaced Lender under this Agreement, including without limitation all amounts which, by virtue of its making claims against the Borrower therefor, caused the Lender to become an Affected Lender hereunder.
Upon the effectiveness of such assignment, the Replacement Lender shall become a Lender hereunder and (except with respect to any indemnities or other amounts payable under this Agreement with respect to events or circumstances arising prior to the replacement of such Replaced Lender, which shall survive as to such Replaced Lender) the Replaced Lender shall cease to constitute a Lender hereunder.
ARTICLE VII

CONDITIONS PRECEDENT
SECTION 7.1A Conditions to Signing    . The effectiveness of this Agreement on the Signing Date is subject to the fulfillment of the following conditions precedent:
(a)Documents. The Administrative Agent shall have received executed counterparts of this Agreement and confirmation reasonably satisfactory to the Administrative Agent that it and each Lender has received an executed copy of the Fee Letter to which it is a party.
(b)Resolutions. Certified resolutions of the Boards of Directors of the Borrower and each Service Provider, approving and adopting the New Transaction Documents and the Amendments (each as defined below) to be executed by such Person, and authorizing the execution and delivery thereof;
(c)Amendments. Amendments (the “Amendments”) to the Service Provider Agreements and the Security Trust Agreement addressing changes to evidence the transactions hereunder; and
(d)Payment of Fees, Costs and Expenses. Payment of (i) all Fees payable on the Signing Date and (ii) all costs and expenses (including legal fees) accrued on or prior to the
Seventh Amended and Restated Credit Agreement    82

Signing Date in accordance with Section 17.4 hereof to the extent invoiced or otherwise notified to the Borrower in writing and in a manner and at such time as the Administrative Agent and the Borrower may have agreed.
SECTION 7.1B Conditions to Effectiveness    . The effectiveness of this Agreement on the Effective Date is subject to the fulfillment of the following conditions precedent:
(a)Signing Date. The Signing Date shall have occurred.
(b)Deliveries. The Administrative Agent shall have received all of the following, each duly executed, dated the Effective Date (or such later date as specified below, or such earlier date as shall be reasonably satisfactory to the Administrative Agent) and otherwise satisfactory to the Administrative Agent:
(i)Initial Advance Request. The Borrower shall have delivered the Initial Advance Request in accordance with Section 2.2(a);
(ii)Documents. Executed copies of each Note requested by a Lender reasonably prior to the Effective Date (collectively with the documents described in Section 7.1A(a), the “New Transaction Documents”);
(iii)Opinions. Favorable opinions of (A) special New York counsel to the Borrower and the Service Providers with respect to (1) the New Transaction Documents and Amendments being the legal, valid, binding obligations of the Borrower and the Service Providers, enforceable in accordance with their terms, (2) non-contravention, (3) no consents, approvals, authorizations or filings needed, and (4) perfection of the Collateral to the extent so opined in the opinion of special New York Counsel issued in connection with the execution of the Initial Agreement, (B) special Irish counsel with respect to (1) due incorporation, corporate capacity and due authorization and execution of the New Transaction Documents and the Amendments and (2) certain bankruptcy matters, and (C) special Bermuda counsel to the Borrower with respect to general corporate matters, the due authorization, execution and delivery of the New Transaction Documents and the Amendments by the Borrower and such other matters with respect to Bermuda law as the Administrative Agent may reasonably request, in the case of each of the opinions described in clauses (A) through (C), substantially in the form set forth in Exhibit K; and
(iv)Amendment of AerCap Sub Note. An amendment and restatement of the AerCap Sub Note in the form attached as Exhibit E; and
(v)Schedule Amendments. If the information set forth on any Schedule referenced in any provision of Article IX shall not be correct as of the Effective Date in any material respect, the Borrower shall have delivered a certificate attaching each such Schedule that requires updating, duly updated.
(c)Maintenance Reserves. The Administrative Agent shall have received evidence that the Maintenance Reserve Account shall have been funded in an amount equal to the Maintenance Reserves Required Amount for all Funded Aircraft less the aggregate available amount under each Maintenance Reserves Eligible Letter of Credit.
(d)No Event of Default. No Default, Event of Default, Early Amortization Event (including a Servicer Termination Event), or event that would constitute a Servicer Termination Event or Early Amortization Event but for the passage of time or the giving of notice or both, has
Seventh Amended and Restated Credit Agreement    83

occurred and is continuing under the Original Agreement or will result from the effectiveness of this Agreement.
(e)Representations and Warranties. As of the Effective Date, and after giving effect to the transactions contemplated under this Agreement on the Effective Date, the representations and warranties of the Borrower contained in Article IX and of the Service Providers contained in Section 8.3 are true and correct.
(f)Payment of Fees, Costs and Expenses. Payment of (i) all Fees payable on the Effective Date and (ii) all costs and expenses (including legal fees) accrued on or prior to the Effective Date in accordance with Section 17.4 hereof to the extent invoiced or otherwise notified to the Borrower in writing and in a manner and at such time as the Administrative Agent and the Borrower may have agreed.
By the delivery of the Initial Advance Request attaching the Initial Advance Schedule, and the Schedule amendments described in Section 7.1B(a)(v), this Agreement shall be thereby amended to replace Schedule VII with the Initial Advance Schedule and to replace each applicable corresponding Schedule hereto with each applicable schedule attached to such Initial Advance Request. Each reference to Schedule VII herein and each representation and warranty made on the Effective Date by reference to a Schedule shall be by reference to such Schedule as so amended.
SECTION 7.1C Conditions to Release of Initial Advances    . The availability of the Initial Advance hereunder is subject to the fulfillment of the following conditions precedent (in addition to the conditions precedent specified in Section 7.5):
(a)Original Agreement Refinancing Advance. The Initial Advance shall be an Original Agreement Refinancing Advance and, after giving effect to the Initial Advance, no Borrowing Base Deficiency will exist (and the Administrative Agent shall have received an Initial Advance Request attaching a certification demonstrating the foregoing).
(b)Liquidity Reserve Initial Required Amount. The Liquidity Reserve Account shall have on deposit an amount at least equal to the Liquidity Reserve Initial Required Amount less the aggregate available amount under each Liquidity Reserve Eligible Letter of Credit.
(c)Security Deposit Account. The Security Deposit Account shall have on deposit an amount equal to the outstanding balance of the aggregate amount of Security Deposits then required under the Leases of each Funded Aircraft that is a Widebody Aircraft and each Funded Aircraft that is a Narrowbody Aircraft subject to an SD Reserve Lease, in each case as of the Initial Advance Date.
SECTION 1.2 Additional Advances. The release of funds to the Borrower from the making of any Additional Advance under this Agreement in connection with the acquisition of an Additionally Financed Aircraft (i.e., not an Improvement Advance, a Critical Mass Event Advance or an Increased Availability Advance) is, in addition to the conditions precedent specified in Section 7.1C and Section 7.5, and subject to the funding and release procedures described in Section 2.3(c), subject to the fulfillment of the following conditions precedent to the satisfaction of the Administrative Agent (provided that in no event shall the conditions precedent set forth in Section 7.2 (b), (c), (d), (e)(vi), (e)(vii), (e)(viii), (e)(xii), (e)(xiv) or (l) be waived without the consent of the Majority Lenders except that, without the consent of the Majority Lenders the Administrative Agent may agree to accept delivery of opinions included in such conditions precedent within a reasonable period following such Advance (i) to accommodate the delivery of opinions following the satisfaction of the events or circumstances that are conditioned upon the delivery of such opinion or (ii) in respect of ministerial closing procedures to address
Seventh Amended and Restated Credit Agreement    84

the realities of the closing logistics applicable to such Advance and provided further that in no event shall the conditions precedent set forth in Section 7.2(a) be waived without the consent of all Lenders):
(a)No Borrowing Base Deficiency. After giving effect to the Additional Advance and to the related release of funds (and for the avoidance of doubt, determining each Borrowing Base for this purpose giving effect to the inclusion of the incipient Additionally Financed Aircraft within the Borrower’s Portfolio and to the application of all applicable Advance Rate Adjustments), no Borrowing Base Deficiency will exist (and the Administrative Agent shall have received an Additional Advance Request and a Holding Period Release Request, as applicable, containing a borrowing base certification demonstrating the foregoing).
(b)Aircraft and Lessee Limitations. If Critical Mass will exist after giving effect to the Additional Advances or has previously been achieved, the acquisition of the related Additionally Financed Aircraft into the Borrower’s Portfolio does not constitute either an Aircraft Limitation Event or a Lessee Limitation Event.
(c)Aircraft Age. Each Additionally Financed Aircraft has an Aircraft Age of less than the Aircraft Age Limit.
(d)Off-Lease Aircraft; Other Lease Requirements. As of the relevant Advance Date, each such Additionally Financed Aircraft shall be subject to an Eligible Lease (i) with an Eligible Carrier, (ii) in respect of which there is not an agreement amending or waiving provisions thereof such that all of the basic rent payable under the Lease is deferred for a period that is, as of the relevant Advance Date (and excluding any portion of such period elapsing prior to the Advance Date), six months or greater, and (iii) in respect of which there is not an agreement pursuant to which all rental payments payable thereunder are calculated based on usage (i.e. a power-by-the-hour arrangement) with no minimum usage or other minimum payment floor for a period that is, as of the relevant Advance Date (and excluding any portion of such period elapsing prior to the Advance Date), 12 months or greater.
(e)Deliveries. The Administrative Agent shall have received all of the following, each duly executed and dated the related Additional Advance Date or, if later, the date of release of related funds to the Borrower (or such earlier date as shall be satisfactory to the Administrative Agent), and otherwise as indicated below:
(i)Incumbency. Certified specimen signatures of officers of each Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance;
(ii)Good Standing. Certificates issued as of a recent date by the Secretaries of State or comparable officials of the respective jurisdiction of formation of each Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance, as to the due existence and good standing (to the extent such concept is applicable) of such Person;
(iii)Aircraft Acquisition Documents. Copies of the Aircraft Acquisition Documents in respect of the Additionally Financed Aircraft (which shall have been delivered in final, if available, or in draft form to the Administrative Agent at least five (5) Business Days prior to the applicable Additional Advance Date, except that delivery of a related Lessee insurance certificate shall be governed by the covenant of the Borrower at Section 10.34 hereof);
Seventh Amended and Restated Credit Agreement    85

(iv)Organizational Documents. The Organizational Documents of each Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance, certified as of a recent date, and which shall, if permitted under applicable law, contain limitations on purpose and other bankruptcy remoteness provisions reasonably satisfactory to the Administrative Agent;
(v)Operating Documents. Operating Documents of each Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance, certified as of the related Additional Advance Date as true and correct, and which shall contain limitations on purpose and other bankruptcy remoteness provisions reasonably satisfactory to the Administrative Agent;
(vi)FAA Counsel Opinions. With respect to each Additionally Financed Aircraft registered in the United States, the favorable written opinion of FAA Counsel that the applicable Aircraft Owning Entity is the registered owner of such Aircraft, that such Aircraft is free and clear of recorded liens, and as to such other matters as the Administrative Agent may reasonably request;
(vii)Local Counsel Opinions. With respect to each Additionally Financed Aircraft that is registered in, or which is under Lease to a Lessee organized under the laws of or domiciled in, a country other than the United States, the favorable written opinion of Local Aircraft Counsel with respect to each Applicable Foreign Aviation Law applicable to such Additionally Financed Aircraft as to (A) the due registration of such Aircraft, and (B) that such Aircraft is free and clear of recorded liens to the extent that liens may be recorded under Applicable Foreign Aviation Law, and (C) as to such other matters as the Administrative Agent may reasonably request (which request may include, with respect to jurisdictions of concern to the Lenders, an opinion satisfactory to the Administrative Agent advising as to creditor’s rights, including rights of recovery and repossession of aircraft), provided that the Administrative Agent may not exercise such clause (C) right with respect to Applicable Foreign Aviation Law of the countries listed on the current version of the Approved Country List;
(viii)Cape Town Registration Opinions. With respect to each Additionally Financed Aircraft or related Aircraft Asset as to which any of the transactions contemplated in the release of the Additional Advance are creating or assigning international interests that may be registered in the International Registry, a legal opinion addressing the effectiveness and effect of such registrations under the Cape Town Convention in form and substance satisfactory to the Administrative Agent, provided that (A) if delivery of such opinion concurrently upon or prior to the release to the Borrower of funds under an Additional Advance is not feasible after the Borrower’s using commercially reasonable efforts to comply with this condition, such delivery shall not be a condition precedent and instead shall be the subject of the Borrower’s covenant obligation set forth at Section 10.2, and (B) if the provisions of clause (A) apply to the delivery condition, it shall nonetheless be a condition precedent to the release of funds that the Borrower deliver to the Administrative Agent a draft form of such opinion, substantially in the form to be eventually delivered pursuant to Section 10.2, which draft is in form and substance reasonably satisfactory to the Administrative Agent;
Seventh Amended and Restated Credit Agreement    86

(ix)Security Interest Granted by Non-Irish or Non-U.S. Lessor. With respect to each Additionally Financed Aircraft the Lessor of which is domiciled or otherwise connected with a country other than the United States or Ireland, such that the laws of such country would or could, in the reasonable judgment of the Administrative Agent, govern or establish the perfection and effect of perfection and/or priority of the Collateral Agent’s security interest in such Lease granted by the Lessor under the Security Trust Agreement, a legal opinion, in form and substance reasonably satisfactory to the Administrative Agent, addressing and confirming the taking of such actions or making of such filings in such country as would or could govern or establish the perfection and effect of perfection and/or priority of the Collateral Agent’s security interest (or confirming that such actions will be taken or filings will be made, to the extent that such actions or filings cannot under applicable law be taken or made prior to the release of funds associated with the related Additional Advance to the Borrower), or the Borrower shall have otherwise confirmed or established, in a manner reasonably satisfactory to the Administrative Agent, that the taking of such actions or making of such filings as are specified in the legal opinion shall have occurred or will occur;
(x)Notice and Acknowledgment. A Notice and Acknowledgment, executed by the applicable Borrower Subsidiary for each Additionally Financed Aircraft and the applicable Lessee, with respect to each of the related Additional Leases;
(xi)Aircraft Insurance. (A) With respect to each of the Additionally Financed Aircraft, certificates of insurance from qualified brokers of aircraft insurance or other evidence reasonably satisfactory to the Administrative Agent, evidencing all insurance required to be maintained by the applicable Obligor under the Lease and/or the applicable Notice and Acknowledgment, in each case, together with all endorsements required under the Transaction Documents and/or the applicable Notice and Acknowledgment, and (B) certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Administrative Agent with respect to the Contingent Policy, together with all endorsements required under the Transaction Documents;
(xii)Lien/Registration Searches. To the extent available under the applicable law, the Administrative Agent shall have received searches of the applicable title and/or lien registration records, in the jurisdiction(s) of registration of the applicable Aircraft;
(xiii)Appraisals. The Administrative Agent shall have received Initial Base Value Appraisals and Initial Current Market Value Appraisal in respect of the Additionally Financed Aircraft; and
(xiv)NY Counsel Opinion. With respect to each Borrower Group Member entering into or becoming party to a Credit Document in respect of or relating to an Additionally Financed Aircraft, a legal opinion of special New York counsel to such Borrower Group Member (which may be the same special New York counsel as delivered the legal opinion referred to in Section 7.1(g)(vi) of the Original Agreement on the Initial Advance Date), addressing substantially the same matters, as to the relevant additional Borrower Group Member(s), as were addressed in respect of Borrower Group Members in the opinion of special New York counsel delivered on the Initial Advance Date.
(f)Financing Statements, Other Registrations, etc.
Seventh Amended and Restated Credit Agreement    87

(i)The Administrative Agent shall have received Uniform Commercial Code financing statements appropriate for filing in all places required by applicable law to perfect the Liens of the Collateral Agent for the benefit of the Lenders under the Transaction Documents as first priority Liens as to the interests in any Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance, in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions or registrations as may be necessary under applicable law (including Irish law and the Cape Town Convention) to perfect, within the time period provided for in the Security Trust Agreement, or otherwise ensure the effectiveness of the related Liens of the Collateral Agent for the benefit of the Lenders under the Transaction Documents as first priority Liens (and, in the case of the pledge of equity interests in Borrower Group Members that are incorporated under the laws of Ireland, the entry into an Irish Pledge with respect to such interests);
(ii)The Borrower shall have delivered to the Collateral Agent all stock certificates and other certificates, if any, evidencing ownership of any Equity Interests in any Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance, accompanied in each case by duly executed stock or transfer powers (or other appropriate transfer documents) in blank affixed thereto, in each case if customary under the law of the jurisdiction governing the pledges;
(iii)The Borrower shall have delivered to the Collateral Agent fully executed “control agreements” that have been executed by the respective issuers (and consented to by the Borrower) with respect to any uncertificated Equity Interests of any Borrower Subsidiary that is becoming a Borrower Group Member in connection with such Additional Advance;
(iv)Each of the Aircraft Owning Entities and Owner Participants shall have delivered to the Collateral Agent fully executed “control agreements” with respect to any uncertificated Equity Interests in any Owner Trust, Applicable Intermediary or other Subsidiary, that is becoming a Borrower Group Member in connection with such Additional Advance;
Seventh Amended and Restated Credit Agreement    88

(v)Subject to the provisos below, there shall have been delivered evidence satisfactory to the Administrative Agent of the taking of such actions (including without limitation becoming a “transacting user entity” with the International Registry) and the making of such registrations (including prospective registrations) in the International Registry pursuant to the Cape Town Convention and the International Registry Procedures to obtain the benefits and protections of the Cape Town Convention as may be applicable and available to the transactions contemplated by the Credit Documents as the same relate to the Borrower Acquisition Documents that are the subject of an Advance (which transactions include, without limitation, any sale of the applicable Aircraft on or prior to the Additional Advance Date to AerCap or an Aircraft Owning Entity (any such sale, an “Aircraft Sale”)), provided that it is understood that (A) to the extent applicable, only filings with the International Registry (to the extent permitted to be made) are being made in respect of any security interest on any Aircraft and in no event shall any other filings or registrations be made in respect of the security interest on any Aircraft (other than any Entry Point Action), (B) if a related Lease is not, at the time of the release of proceeds of the Advance to the Borrower, an “international interest” then (without limiting the terms of the second proviso of this clause (v)) it is not a condition precedent to such release of proceeds to undertake the search or any of the registrations described in clause (D) below, (C) except to the extent provided in the second proviso of this clause (v), it shall not be a condition precedent to any funding that any Aircraft Sale be registered as a sale or prospective sale with respect to the applicable Aircraft on the International Registry and (D) where the related Lease is or has become, at the time of the release of such proceeds, an “international interest”, it is a condition to the release of such proceeds to the Borrower in respect of the related Advance that (i) a search of the registry with respect to the relevant Aircraft reveals no prior registration of an international interest or sale or prospective international interest or prospective sale with respect to such Aircraft other than the Aircraft Sale to AerCap or the applicable Aircraft Owning Entity (or a sale of the applicable Aircraft to the Person selling such Aircraft to AerCap or the applicable Aircraft Owning Entity or to such Person or to a prior owner of such Aircraft), (ii) the Lessor’s interest in the Lease be registered (including as a prospective interest) as and to the extent necessary to permit timely compliance with the condition in the immediately succeeding clause (iii), and (iii) the Lessor’s security assignment of the Lease to the Collateral Agent shall have been registered (including as a prospective interest); and; provided further that if an Aircraft Sale constitutes a sale or prospective sale under the Cape Town Convention, it is a condition to the release of such proceeds to the Borrower in respect of the related Advance that (i) a search of the International Registry with respect to the relevant Aircraft reveals no prior registration of an international interest or sale or prospective interest or prospective sale with respect to such Aircraft (other than (i) the Lease if an international interest with respect thereto is registrable under the Cape Town Convention or (ii) the Aircraft Sale to AerCap or the applicable Aircraft Owning Entity (or a sale of the applicable Aircraft to the Person selling such Aircraft to AerCap or the applicable Aircraft Owning Entity or to such Person or to a prior owner of such Aircraft)) and (ii) AerCap shall have used commercially reasonable efforts to cause such Aircraft Sale to be registered as a sale or prospective sale with respect to the Aircraft on the International Registry.
Seventh Amended and Restated Credit Agreement    89

(vi)For each Additional Lease with a Lessor that is organized under the laws of a State (or the District of Columbia) within the United States (within the meaning of Article 9 of the UCC), (A) if such Lease was originated by the Lessor prior to the Original Closing Date, the Borrower shall have delivered to the Collateral Agent, if available, a Chattel Paper Original of the applicable Lease and any related lease amendment or supplement, in each case signed by the Lessee (and complied with the other requirements set forth in the definition of Chattel Paper Original herein), and in any case, if available, a duplicate “hard copy” original thereof signed by the Lessee if available, and (B) if such Lease was originated by the Lessor after the Original Closing Date, the Borrower shall have delivered to the Collateral Agent a Chattel Paper Original of the applicable Lease (together with any related lease amendment or supplement constituting an extension or renewal thereof), in each case signed by the Lessee (and complied with the other requirements set forth in the definition of Chattel Paper Original herein).
(vii)The applicable Borrower Subsidiary owning or to become the owner of the related Funded Aircraft, shall have duly authorized, executed and delivered a “Grantor Supplement” or a “Collateral Supplement” in each case, as applicable and as defined in and as contemplated under the Security Trust Agreement, and, if applicable, the Borrower shall have duly authorized, executed and delivered a related Collateral Supplement as contemplated under the Security Trust Agreement, and such Collateral Supplement shall have been registered in the “Register of Charges” of Bermuda (with a search of such Register of Charges revealing no prior registration with respect to the Collateral that is the subject matter of such Collateral Supplement).
(g)No Proceedings. There exist no proceedings or investigations pending or, to the Borrower’s knowledge, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Borrower or any Borrower Subsidiaries or any of their respective properties (A) asserting the invalidity of this Agreement or any of the other Credit Documents, as the same relate to the Aircraft Acquisition Documents associated with the relevant Additionally Financed Aircraft, (B) seeking to prevent the consummation or performance of any of the transactions contemplated by this Agreement or any of the other Credit Documents, as the same specifically relate to the rights of the Collateral Agent in the Aircraft Acquisition Documents associated with the relevant Additionally Financed Aircraft, or (C)  seeking any determination or ruling that might materially and adversely affect the performance by the Borrower or any Borrower Subsidiaries of its obligations under any of the Credit Documents, as the same specifically relate to the rights of the Collateral Agent in the Aircraft Acquisition Documents associated with the relevant Additionally Financed Aircraft.
(h)Waivers and Consents. All necessary waivers, consents, approvals and authorizations required in connection with the Transaction Documents dated as of the Additional Advance Date and the transactions contemplated therein shall have been delivered.
(i)Certain Events. None of the following events has occurred: (i) any information submitted to the Administrative Agent or any Lender by or on behalf of the Borrower, any Borrower Subsidiary, AerCap or any Service Provider in connection with such Additional Advance or related proposed Additionally Financed Aircraft proves to have been inaccurate or incomplete in any material respect; and (ii) there shall be any pending or threatened litigation or other proceeding (private or governmental) with respect to the Borrower Acquisition Documents relating to the proposed Additionally Financed Aircraft.
Seventh Amended and Restated Credit Agreement    90

(j)Description of Additionally Financed Aircraft, etc. The Administrative Agent shall have received amended and restated copies of Schedule I, Schedule II and Schedule III incorporating all information required thereunder regarding (i) the Additionally Financed Aircraft or interests therein acquired with such Additional Advances, (ii) each Aircraft Owning Entity and, if applicable, Owner Participant and Owner Trustee related to any such Additionally Financed Aircraft, and (iii) the Lease with respect to each Additionally Financed Aircraft.
(k)No Event of Loss. No Event of Loss has occurred with respect to any such Additionally Financed Aircraft as of the Additional Advance Date.
(l)Security Deposits. The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower is complying with the covenants applicable to funding of amounts in respect of Security Deposits set forth at Section 8.1(c)(i), to the extent applicable.
(m)No Violation of Law. The consummation of the transactions contemplated by this Agreement and the other Credit Documents and the Borrower Acquisition Documents, as the same relate to the relevant Additionally Financed Aircraft, do not (A) violate in any material respect any law (including, without limitation, any Environmental Law), rule or regulation applicable to the Borrower or any Borrower Subsidiaries or to such Borrower Acquisition Documents or relevant Additionally Financed Aircraft, or (B) violate any writ, order, judgment or decree binding on or affecting the Borrower or any Borrower Subsidiaries of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or any Borrower Subsidiaries and relating to such Borrower Acquisition Documents or relevant Additionally Financed Aircraft.
(n)Non-Licensed Lessee Limitation. Immediately after giving effect to such Additional Advance, no more than one (1) Lessee of a Funded Aircraft will be a Non-Licensed Lessee.
(o)Single Lessee Limitation. Immediately after giving effect to such Additional Advance, no more than ten (10) Aircraft will be leased to any one Lessee or any Affiliates thereof; provided that, in the case of a merger of two Lessees or Affiliates thereof, such Lessees or Affiliates will be deemed to be one Lessee or an Affiliate thereof only in the case where (i) any such Lessee or Affiliate (or any of their respective Affiliates) are providing any guarantees of any of the other’s Indebtedness and six months have passed since the date of the first such guaranty or (ii) any two or more of such Lessees or Affiliates actually become one legal entity.
(p)Top Three Lessee Limitation. Immediately after giving effect to such Additional Advance, no more than seventeen (17) Aircraft will be leased to any three Lessees or any Affiliates thereof; provided that, in the case of a merger of two Lessees or Affiliates thereof, such Lessees or Affiliates will be deemed to be one Lessee or an Affiliate thereof only in the case where (i) any such Lessee or Affiliate (or any of their respective Affiliates) are providing any guarantees of any of the other’s Indebtedness and six months have passed since the date of the first such guaranty or (ii) any two or more of such Lessees or Affiliates actually become one legal entity.
SECTION 1.3 Improvement Advances. The making of any Additional Advance under this Agreement constituting an Improvement Advance is, in addition to the conditions precedent specified in Section 7.1C and Section 7.5, subject to the fulfillment or waiver of the following conditions precedent (provided that such conditions may only be waived with the consent of the Majority Lenders):
Seventh Amended and Restated Credit Agreement    91

(a)No Borrowing Base Deficiency. After giving effect to any Improvement Advance (and for the avoidance of doubt, determining each Borrowing Base for this purpose giving effect to the inclusion of the Aircraft as so improved within the Borrower’s Portfolio), no Borrowing Base Deficiency will exist (and the Administrative Agent shall have received an Additional Advance Request containing a borrowing base certification demonstrating the foregoing).
(b)Occurrence of Other Improvement Effective Date. The Other Improvement Effective Date shall have occurred.
(c)Insurance. Evidence that applicable insurance coverages have been increased to account for the increase in value attributable to the improved Aircraft.
(d)No Mechanics Liens, etc.Evidence reasonably satisfactory to the Administrative Agent that all mechanics, materialmen and other providers of services in connection with the improvement, shall have been paid in full and that no Liens relating to or attributable to such services exist (or any such Liens have been discharged by payment in full).
(e)Update Lien Filings, etc.Evidence that any necessary amendments of filings in any public or aviation Lien records have been made.
(f)Payment Date.    The Improvement Advance shall be funded only on a Payment Date.
(g)Deliveries. The Administrative Agent shall have received all of the following, in form and substance satisfactory to the Administrative Agent:
(i)Other Improvement Effective Date Deliveries. The documentation contemplated in the definition of Other Improvement Effective Date.
(ii)Appraisals. A related Improvement Base Value Appraisal and Improvement Current Market Value Appraisal.
SECTION 1.4 Critical Mass Event Advance; Increased Availability Advance. The making of any Additional Advance under this Agreement constituting a Critical Mass Event Advance or an Increased Availability Advance is, in addition to the conditions precedent specified in Section 7.1C and Section 7.5, subject to the fulfillment or waiver (provided that such conditions may only be waived with the consent of the Majority Lenders) of the following conditions precedent:
(a)No Borrowing Base Deficiency. After giving effect to any Critical Mass Event Advance or Increased Availability Advance, no Borrowing Base Deficiency will exist (and where an Increased Availability Advance is requested, the amount of such Increased Availability Advance requested shall be no greater than the product of (x) the increase to the Advance Rate resulting from the applicable Advance Rate Adjustment and (y) the Adjusted Borrowing Value of the Aircraft subject of such Increased Availability Advance (after giving effect to any Aircraft Type Concentration Adjustment) as of such date (and the Administrative Agent shall have received an Additional Advance Request and a Monthly Report demonstrating the foregoing)).
(b)Number. In the case of a Critical Mass Event Advance, no Critical Mass Event Advance has previously been requested and funded.
(c)Timing. The related Advances are to be funded on a Payment Date.
Seventh Amended and Restated Credit Agreement    92

(d)Critical Mass or Advance Rate Adjustment. Critical Mass or other conditions shall exist, with the result that availability of the Borrowing Base has increased due to a Critical Mass Advance Rate Adjustment or other change in an Advance Rate Adjustment.
SECTION 1.5 All Advances. The making of the Initial Advance and any Additional Advance under this Agreement is, in addition to the conditions precedent specified in Section 7.1C, Section 7.2, Section 7.3 and Section 7.4 (in each case as applicable), subject to the fulfillment or waiver (provided that such conditions may only be waived with the consent of the Majority Lenders) of conditions precedent that:
(a)No Event of Default. No Default, Event of Default, Early Amortization Event (including a Servicer Termination Event), or event that would constitute a Servicer Termination Event or Early Amortization Event but for the passage of time or the giving of notice or both, has occurred and is continuing or will result from the effectiveness of this Agreement or the making of the applicable Advance; and
(b)Representations and Warranties. As of the date of such Advance, and after giving effect to such Advance and the consummation of the transactions contemplated in the making of such Advance, the representations and warranties of the Borrower contained in Article IX and of the Service Providers contained in Section 8.3 are true and correct as of the date of such requested Advance, with the same effect as though made on the date of such Advance (except, that any such representations or warranties expressly stated by their terms to be made only at or as of one or more particular dates or times, shall be made only at or as of such specified dates or times and are not so deemed to be a condition to Advance).
ARTICLE VIII

ADMINISTRATION AND SERVICING OF AIRCRAFT AND LEASES
SECTION 1.1 Collection Procedures.
(a)Administration.
(i)Except as otherwise provided herein or in any other Transaction Documents, the Collections shall be administered by the Service Providers, in accordance with the terms of this Agreement and the terms of the Service Provider Agreements. The Borrower shall provide to the Service Providers on a timely basis all information needed for such administration. The Borrower hereby appoints the Service Providers (to the extent so appointed under the relevant Service Provider Agreement) as its agent to administer the Aircraft, the Leases and the Related Security and collect the Collections in accordance with this Agreement and the Service Provider Agreements.
(ii)AerCap hereby covenants and agrees to act as Servicer under this Agreement and the Servicing Agreement for a term, commencing on the Effective Date and ending on the date of receipt by the Servicer of a notice of termination from the Administrative Agent in accordance with Section 13.2. AerCap hereby agrees that, as of the Effective Date, it shall become bound to continue as the Servicer subject to and in accordance with the other provisions of this Agreement and the Servicing Agreement.
(iii)Each Service Provider agrees that its servicing of the Aircraft Assets shall be conducted in conformance with the applicable Servicer Standard of Performance and otherwise in accordance with this Agreement and the relevant Service Provider Agreement. Each Service Provider’s duties shall be set forth in the relevant Service Provider Agreement.
Seventh Amended and Restated Credit Agreement    93

(b)Change in Payment Instructions to Obligors. Neither the Service Providers nor the Borrower will add or terminate any bank or bank account as an Account Bank, Non-Trustee Account Bank, Collection Account, Security Deposit Account, Maintenance Reserve Account, or Liquidity Reserve Account from those listed in Schedule VI to this Agreement, or make any change in its instructions to Obligors regarding payments to be made under any Lease related to any Aircraft to the Collection Account, a Non-Trustee Account or the Maintenance Reserve Account, unless (i) except in the case of the addition of the Irish VAT Refund Account, the Administrative Agent shall have consented thereto in writing and (ii) the Administrative Agent and the Collateral Agent shall have received notice of such addition, termination or change (including an updated Schedule VI) and a fully executed account control agreement with respect to such bank and/or bank account, in each case, in form and substance satisfactory to the Administrative Agent.
(c)Deposits to Accounts. The Borrower will, or will cause the applicable Service Provider to, (x) direct all Obligors related to Leases of Funded Aircraft to remit all Collections and all payments in respect of Security Deposits with respect to such Aircraft to the Collection Account or a Non-Trustee Account, and (y) direct all Obligors related to Leases of Funded Aircraft to remit all payments in respect of Maintenance Reserves with respect to such Aircraft to the Maintenance Reserve Account or a Non-Trustee Account and (z) direct all Non-Trustee Account Banks, if any, to transfer all available funds (other than a nominal amount consented to by the Administrative Agent) in each Non-Trustee Account (1) in the case of all such funds representing payments in respect of Maintenance Reserves, the Maintenance Reserve Account and (2) in the case of all other available funds, to the Collection Account, in each case, at such times and in such a manner as shall be satisfactory to the Administrative Agent. Further, and without limiting the immediately preceding sentence, the Borrower will, or will cause the applicable Service Provider to:
(i)on or prior to each related Advance Date (A) with respect to a Widebody Aircraft, transfer or otherwise deposit, into the Security Deposit Account, an amount equal to the outstanding balance of the amount of Security Deposit then required under the Lease applicable to such Aircraft, and (B) with respect to a Narrowbody Aircraft, only if such Aircraft is subject to an SD Reserve Lease as of such Advance Date or if the Borrower shall elect to do so in its sole discretion, transfer or otherwise deposit, into the Security Deposit Account, an amount equal to the outstanding balance of the amount of Security Deposit then required under the Lease applicable to such Aircraft;
(ii)at any time after the Advance Date on which an Advance is made with respect to an Aircraft, promptly, and in any event on the Business Day of receipt of any Security Deposit with respect to such Aircraft (x) directly from any Obligor or (y) in the Collection Account, deposit all such Security Deposits to the Security Deposit Account; and
(iii)at any time after the Advance Date on which an Advance is made with respect to an Aircraft, promptly, and in any event on the Business Day of the receipt of any Maintenance Reserves with respect to such Aircraft (x) directly from any Obligor or (y) in the Collection Account (and the Borrower’s or the Servicer’s determination that such funds constitute Maintenance Reserves), deposit all such Maintenance Reserves to the Maintenance Reserve Account.
If the Borrower or any Service Provider shall receive any funds constituting Collections (other than Security Deposits and Maintenance Reserves) directly, it shall promptly (and, in any event, on the Business Day of the Borrower’s or the Servicer’s receipt of such funds) deposit the same to the Collection Account.
Seventh Amended and Restated Credit Agreement    94

Neither the Borrower nor any Service Provider will deposit or otherwise credit, or cause to be so deposited or credited:
(A)to the Collection Account, cash or cash proceeds other than Collections and Security Deposits relating to the Aircraft;
(B)to the Security Deposit Account, cash or cash proceeds other than Security Deposits relating to the Aircraft (or the related payment amount in respect of Aircraft described in subsection (c)(i) of this Section); and
(C)to the Maintenance Reserve Account, cash or cash proceeds other than Maintenance Reserves.
The Borrower and the Service Providers will use commercially reasonable efforts to direct the Collateral Agent to withdraw and transfer to an appropriate account any cash or cash proceeds deposited or otherwise credited:
(A)to the Collection Account, other than Collections and Security Deposits relating to the Aircraft;
(B)to the Security Deposit Account, other than Security Deposits relating to the Aircraft; and
(C)to the Maintenance Reserve Account, other than Maintenance Reserves.
(d)Letters of Credit. In the event a Lessee in accordance with its applicable Lease has procured a letter of credit in lieu of cash funding of its obligations regarding Maintenance Reserves or Security Deposits, (x) the Borrower and the Servicer will maintain access to such letter of credit, and (y) following the occurrence of an Event of Default, and upon request by the Administrative Agent, the Borrower and the Servicer will each use reasonable commercial efforts to cause the issuing bank to make the Collateral Agent an additional beneficiary of such letter of credit.
(e)Settlement Date Distributions. (I) On each Payment Date, (a) the Cash Manager shall, at the direction of the Borrower, transfer from the Maintenance Reserves Account into the Collection Account up to an amount equal to the Maintenance Reserves Surplus Amount and (b) after giving effect to such deposit all Available Collections will be applied by the Collateral Agent (x) in the case of clause (i) below, in accordance with instructions and directions to the Collateral Agent set forth on the Monthly Report to be delivered by the Service Providers to the Collateral Agent on the related Determination Date (or, if the Collateral Agent fails to do so, by the Administrative Agent), and (y) in the case of clause (ii) below, in accordance with a written direction received by the Collateral Agent from the Administrative Agent, and in each case as follows directly from the Collection Account to the applicable payees below (and in the order of priority listed):
(i)so long as no Event of Default has occurred and, in any case, prior to the declaration, or automatic occurrence, of the Facility Termination Date:
(A)to the Collateral Agent in payment in full of all accrued Collateral Agent Fees and Expenses;
(B)pro rata, to each Lender, the fees payable pursuant to the Fee Letter in respect of the unused portion of such Lender’s Commitment;
Seventh Amended and Restated Credit Agreement    95

(C)pro rata, to the applicable payees, for payment or reimbursement of Borrower Expenses and, during the Amortization Period, for Borrower Income Tax Expenses;
(D)to the applicable Service Providers, in payment in full of their Service Provider Fees with respect to such Payment Date;
(E)pro rata (1) to the counterparties on any Hedge Agreements for the hedge payments due thereunder (other than termination payments), if any, and (2) to each Lender, any Yield due under this Agreement in respect of outstanding Advances to such Lender based upon the outstanding principal amount of Advances funded by such Lender;
(F)ratably to the Administrative Agent and the Lenders for all costs and expenses and other similar amounts (including, without limitation, any amounts payable under Sections 6.1 through 6.4 hereof and under Section 17.4 hereof) payable to the Administrative Agent or a Lender pursuant to the terms of any of the Transaction Documents;
(G)pro rata (1) to each Lender, the amount of the Borrowing Base Deficiency, if any, on such Payment Date, based upon the outstanding principal amount of Advances funded by such Lender, and (2) to the counterparties on any Hedge Agreements for the hedge termination payments, if any, until paid in full;
(H)to fund the Liquidity Reserve Account the amount equal to the lesser of (i) an amount equal to 15% of Available Collections (calculated as of such Payment Date prior to any applications in accordance with this clause (e), and excluding any Sale Deposit Amounts) and (ii) the Liquidity Top-Up Amount;
(J)during the Amortization Period, pro rata to each Lender, in reduction of the Outstanding Principal Amount to zero, based upon the outstanding principal amount of Advances funded by such Lender;
(K)to the Service Providers in payment in full of any expenses and/or indemnification payments payable thereto under the Service Provider Agreements as of the last day of the prior calendar month, to the extent not previously paid under clause (D) above or otherwise;
(L)prior to the Amortization Period, to or at the direction of the Borrower, for Borrower Income Tax Expenses;
(M)to the Servicer, for Servicer Advance Reimbursements (together with accrued and unpaid interest thereon); and
(N)to or at the direction of the Borrower (including to cure a Maintenance Reserves Deficiency or to make payments of interest, principal and premium, if any, on one or more AerCap Sub Notes and of accrued interest on the AerCap Liquidity Facility), the remaining portion of such funds, provided that the Borrower may elect, in its sole discretion, to retain all or a portion of such funds in the Collection Account; and
(ii)if an Event of Default has occurred and is continuing or, in any case, after the declaration, or automatic occurrence, of the Facility Termination Date:
Seventh Amended and Restated Credit Agreement    96

(A)    to the Collateral Agent in payment in full of all accrued Collateral Agent Fees and Expenses;
(B)    pro rata, to each Lender, the fees payable pursuant to the Fee Letter in respect of the unused portion of such Lender’s Commitment;
(C)    pro rata, to the applicable payee, for payment or reimbursement of Borrower Expenses and Borrower Income Tax Expenses;
(D)    to the applicable Service Providers in payment in full of their Service Provider Fees with respect to such Payment Date;
(E)    pro rata (1) to the counterparties on any Hedge Agreements for the hedge payments due thereunder (other than termination payments), if any, and (2) to each Lender, any Yield due under this Agreement in respect of outstanding Advances, including Yield payable at the Default Rate, to such Lender based upon the outstanding principal amount of Advances funded by such Lender;
(F)    ratably to the Administrative Agent and the Lenders for all costs and expenses and other similar amounts (including, without limitation, any amounts payable under Sections 6.1 through 6.4 hereof and under Section 17.4 hereof) payable to the Administrative Agent or a Lender pursuant to the terms of any of the Transaction Documents;
(G)    pro rata (1) to each Lender, the amount of the Borrowing Base Deficiency, if any, on such Payment Date, based upon the outstanding principal amount of Advances funded by such Lender, and (2) to the counterparties on any Hedge Agreements for the hedge termination payments, if any, until paid in full;
(H)    pro rata to each Lender, in reduction of the Outstanding Principal Amount to zero, based upon the outstanding principal amount of Advances funded by such Lender;
(I)    to the Servicer, for Servicer Advance Reimbursements (together with accrued and unpaid interest thereon);
(J)    to the Service Providers in payment in full of any expenses and/or indemnification payments payable thereto under the Servicing Agreement as of the last day of the prior calendar month, to the extent not previously paid under clause (D) above or otherwise; and
(K)    to or at the direction of the Borrower (including to cure a Maintenance Reserves Deficiency or to make payments of interest, principal and premium, if any, on one or more AerCap Sub Notes and of accrued interest on the AerCap Liquidity Facility), the remaining portion of such funds, provided that the Borrower may elect, in its sole discretion, to retain all or a portion of such funds in the Collection Account.
(II)    If a mandatory prepayment is due pursuant to Section 4.2(b)(i) in respect of a disposition of an Aircraft (or related Equity Interest), on the applicable Settlement Date (and, if a Payment Date, prior to the applicable transfers and payments referred to in Section 8.1(e)(I) above), and unless the payment priorities in Section 8.1(e)(I)(ii) apply,
Seventh Amended and Restated Credit Agreement    97

(a) the Cash Manager shall, at the direction of the Borrower, transfer from the Maintenance Reserves Account and the Security Deposit Account amounts attributable to the applicable Aircraft, that are not payable to the applicable Lessee or buyer of the applicable disposed Aircraft or Equity Interest and (b) after giving effect to such deposit the Sale Deposit Amount will be applied by the Collateral Agent (in accordance with instructions and directions to the Collateral Agent, if such Settlement Date is a Payment Date, as set forth on the Monthly Report on the related Determination Date, or if such Settlement Date is not a Payment Date, to be delivered in writing no later than the third Business Day immediately preceding the applicable Settlement Date, by the Service Providers to the Collateral Agent) directly from the Collection Account to the applicable payees below (and in the order of priority listed):
(A)    pro rata, to the applicable payees, for payment or reimbursement of Borrower Expenses and Collateral Agent Fees and Expenses relating to the applicable disposition, to the extent due and not separately paid;
(B)    pro rata to each Lender, any Yield due pursuant to Section 4.2(b)(i) relating to the applicable disposition (after giving effect to the payment of Yield pursuant to Section 8.1(e)(I)(i) on such date, if applicable), based upon the outstanding principal amount of Advances funded by such Lender;
(C)    pro rata (1) pro rata to each Lender, the other amounts due pursuant to Section 4.2(b)(i) relating to the applicable disposition, based upon the outstanding principal amount of Advances funded by such Lender, and (2) to the counterparties on any Hedge Agreements for the hedge termination payments relating to such disposition, if any, until paid in full;
(D)    to each Lender, any breakage amounts, if any, owing to such Lender in respect of such repayment pursuant to Section 6.4, to the extent invoiced at least three Business Days prior to such date of prepayment (with any other such breakage amounts payable by the Borrower on the applicable Payment Date following receipt of the applicable invoice therefor, pursuant to the Flow of Funds); and
(E)    the remaining amounts shall be retained in the Collection Account and applied on the next applicable Payment Date (or, if such Settlement Date is a Payment Date, on such Payment Date pursuant to, and in accordance with, Section 8.1(e)(I) above).
(f)Returned Collections. For the purposes of this Section 8.1, if and to the extent the Administrative Agent, the Collateral Agent or any Lender shall be required for any reason to pay over to an Obligor any amount received on its behalf hereunder, such amount shall be deemed not to have been so received but rather to have been retained by the Borrower and, accordingly, the Administrative Agent, the Collateral Agent or such Lender, as the case may be, shall have a claim against the Borrower for such amount, payable pursuant to the Flow of Funds above.
Seventh Amended and Restated Credit Agreement    98

(g)Servicer Advances.
(i)The Servicer shall be entitled, but is not obliged, to make one or more advances (any of which, a “Servicer Advance”), provided that the Servicer may not make Servicer Advances during the period between the Effective Date and the Facility Termination Date in an aggregate outstanding amount (excluding amounts repaid) exceeding $200,000,000 at any one time. The proceeds of Servicer Advances will, at the election of the Borrower (x) be deposited into the Maintenance Reserves Account to cure a Maintenance Reserves Deficiency or (y) to the Collection Account for application as if they were Available Collections for the Payment Date relating to the monthly collection period in respect of which made. The Servicer shall be entitled to reimbursement for such Servicer Advances, payable under the Flow of Funds as a Servicer Advance Reimbursement (together with interest accrued thereon as provided in clause (ii) of this subsection (g)). In addition, the Servicer shall be entitled, but is not obligated, to provide cash collateral, a letter of credit or other security as contemplated in clause (B) of the definition of Effectively Bonded (a “Bond Amount”), and any amount of such cash or letter of credit that is drawn or applied shall be treated as a Servicer Advance, without regard to the limitation on the permitted amount of Servicer Advances.
(ii)The outstanding unpaid principal balance of Servicer Advances shall bear interest, at a rate per annum equal to Term SOFR (determined as set forth in the definition of Term SOFR) plus a rate of 2.05% plus an additional rate of 0.85% per annum, payable monthly on each Payment Date (to the extent of Available Collections) pursuant to an allocation thereto in the Flow of Funds.
(h)Withdrawals From Accounts; Maintenance Reserves Eligible Letter of Credit.
(i)The Borrower, Borrower Subsidiaries and the Service Providers at all times shall be entitled to withdraw funds from the Maintenance Reserve Account and the Security Deposit Account to the extent such parties are required to pay amounts in respect of Maintenance Reserves or Security Deposits to Lessees or other third parties pursuant to the terms of any Lease or the Service Provider Agreements.
(ii)The Borrower shall at all times be entitled to have one or more Maintenance Reserves Eligible Letters of Credit issued in favor of the Collateral Agent. In the event that one or more Maintenance Reserves Eligible Letters of Credit are so issued, on each Payment Date, the Cash Manager shall, at the direction of the Borrower, transfer from the Maintenance Reserve Account to the Collection Account up to an amount equal to the Maintenance Reserves Surplus Amount.
(iii)In the event (A) that on any Payment Date (after giving effect to the flow of funds set forth in Section 8.1(e)) there exists a Maintenance Reserves Deficiency or (B) of the occurrence and continuance of an Event of Default, the Collateral Agent shall, at the direction of the Majority Lenders, make a drawing under one or more Maintenance Reserves Eligible Letter of Credit and shall deposit the proceeds thereof into the Maintenance Reserves Account.
(i)Maintenance Reserves Payments. Following the termination of a Lease, the Borrower, Borrower Subsidiaries and the Service Providers shall be entitled to withdraw from the Maintenance Reserve Account any balances contained therein attributable to the related Aircraft for the payment of any expenses incurred in maintaining, repairing, remarketing, storing, insuring or getting the applicable Off-Lease Aircraft generally in a condition for Lease, to another Eligible Carrier. The Borrower shall transfer any surplus remaining after the completion of such repair or remarketing to the Collection Account.
Seventh Amended and Restated Credit Agreement    99

(j)Expenses. Notwithstanding anything to the contrary herein or in any other Transaction Document, the Cash Manager may, from time to time on any Business Day, upon written request to the Account Bank, withdraw from the Collection Account such amounts as are needed to discharge any Borrower Expense or, except during periods when such expenses would not be payable at the level of the third allocation under Section 8.1(e)(i), Borrower Income Tax Expense. The Borrower agrees to cause the amount of such non-Payment Date withdrawals to be disclosed and set forth on the Monthly Report relating to the month in which such withdrawals occur.
(k)Irish VAT Refund Account. All payments of refunds with respect to Irish value-added tax and any other amounts related to Irish tax payments payable to any Borrower Group Member shall be, when received, deposited in the Irish VAT Refund Account. Funds held in the Irish VAT Refund Account shall be converted into Dollars with a recognized foreign exchange dealer or foreign commercial bank (which may be the bank where the Irish VAT Refund Account is located or the Account Bank or an affiliate). Upon conversion and receipt of Dollars, the Collateral Agent shall cause such amounts to be deposited from the Irish VAT Refund Account to the Collection Account as soon as administratively practicable. The cost and expense of any such conversion shall be added to and reflected in the rate obtained for conversion and in no event shall the Borrower, the Collateral Agent or any of their respective affiliates be liable in respect of the exchange rate obtained for any such conversion or any related cost or expense.
All amounts held in the Irish VAT Refund Account from time to time shall remain uninvested pending conversion to Dollars and transfer to the Collection Account.
The Service Provider Administrative Agent shall promptly notify the Collateral Agent in writing of the expected payment of any such refund and the anticipated amount thereof.
(l)AerCap Sub Notes Advance. If on any Advance Date there are Lenders who do not make available their ratable share of the Advance to be made on such Advance Date and no other Lenders (or the Administrative Agent) have made available such shortfall in accordance with Section 2.3(b) of this Agreement, then the holders of the AerCap Sub Notes, ratably, may advance any such shortfall to the Borrower on such Advance Date so that the Borrower has sufficient funds available to purchase the subject Aircraft Asset or Aircraft Owning Entity on such Advance Date and to satisfy its obligations under the AerCap-Borrower Purchase Agreement. In the event that the holders of the AerCap Sub Notes elect to advance the Borrower such shortfall, then any amounts recovered from the failing Lenders shall be paid directly to the holders of the AerCap Sub Notes, ratably, and such funds shall not constitute Collections to be applied under Section 8.1(e).
Seventh Amended and Restated Credit Agreement    100

SECTION 1.2 Investments. All funds on deposit in the Collection Account, the Maintenance Reserve Account, the Security Deposit Account and the Liquidity Reserve Account shall be invested only in Eligible Investments as specified by the Borrower in writing to the Account Bank from time to time; provided that, if the Borrower shall fail to specify such Eligible Investments in a timely manner, the Collateral Agent, at the direction of the Administrative Agent, may specify such Eligible Investments. All investments of funds on deposit in the Collection Account, the Maintenance Reserve Account, the Security Deposit Account and the Liquidity Reserve Account shall mature, or may be sold or withdrawn without loss, not later than the Business Day preceding the next Payment Date. Income earned on funds deposited to the Collection Account, the Maintenance Reserve Account, the Security Deposit Account and the Liquidity Reserve Account shall be transferred by the Account Bank to the Collection Account on the Business Day prior to each Payment Date for distribution pursuant to the Flow of Funds; provided that the Servicer shall notify the Account Bank of any income earned on funds deposited to the Maintenance Reserve Account or the Security Deposit Account which must be retained in such accounts pursuant to the terms of any applicable Leases (and such income shall not be so transferred).
SECTION 1.3 Covenants, Representations and Warranties of Service Providers. In addition to the covenants of the applicable Service Provider set forth in the applicable Service Provider Agreement, each Service Provider hereby makes the following applicable representations, warranties and covenants to the other parties hereto on which the Lenders shall rely in making the Advances:
(a)Covenants. The applicable Service Provider covenants to the Borrower, the Administrative Agent and the Lenders as follows:
(i)No Service Provider shall do anything to impair the rights of the Borrower, the Administrative Agent or the Lenders in the Aircraft Assets, including, without limitation, in the Related Security.
(ii)Each Service Provider shall at all times maintain its principal executive office within Ireland and will not at any time be organized or domiciled in Germany.
(iii)The Insurance Servicer shall maintain customary amounts of insurance coverage with respect to the Service Providers under the Service Provider Agreements, including, without limitation, coverage for errors and omissions (but not , employee fidelity bond), fire, theft, workers compensation and servicer liability arising from the collection or remarketing, as applicable, of the Leases, provided that the coverage for errors and omissions applicable to the Service Providers as a whole shall in all cases be maintained at a level of coverage at least equal to $10,000,000 (subject to customary deductibles and co-payments, if applicable).
(iv)The Servicer shall, on every third Determination Date occurring following the Original Closing Date, prepare and forward a Quarterly Report to the Administrative Agent and the Lenders.
(v)Each Service Provider shall, consistent with the scope and area of its duties and responsibilities set forth in the applicable Service Provider Agreements to which it is a party, provide services to the Borrower and the Borrower Subsidiaries so as to enable them to comply with their respective obligations under this Agreement, including without limitation in respect of their covenant obligations set forth in Article X. Each Service Provider further agrees to refrain from taking actions that are inconsistent with such obligations of the Borrower and Borrower Subsidiaries.
Seventh Amended and Restated Credit Agreement    101

(vi)Each Service Provider shall maintain (a) its legal existence and, if applicable, good standing in the jurisdiction of its formation, incorporation, or organization and (b) its qualification and, if applicable, good standing in all other jurisdictions in which the failure to maintain such qualification and good standing could reasonably be expected to cause a Material Adverse Effect.
(vii)The Servicer shall furnish to the Collateral Agent and the Administrative Agent from time to time such statements and schedules further identifying and describing the Borrower Collateral as the Collateral Agent or the Administrative Agent may reasonably request, all in reasonable detail.
(viii)The Servicer will not maintain, nor permit a Lessor to maintain, for any purposes related to perfection or the effect of perfection in the applicable jurisdiction, the possession of any executed original counterparts of the Leases that would be deemed a Chattel Paper Original, in a jurisdiction other than Ireland, unless such Lease is a Chattel Paper Original deposited with the Collateral Agent.
(ix)Each Service Provider shall maintain its computer systems so that, from and after the time of the Initial Advance under this Agreement, its Records indicate clearly that the Borrower Collateral is directly or indirectly owned by the Borrower or another Borrower Group Member.
(x)The Servicer on behalf of the Borrower shall maintain records of the Aircraft and the Leases, consistent with Leasing Company Practice.
(xi)With respect to technical and maintenance Records relating to a Funded Aircraft, the Servicer agrees on behalf of the Borrower to provide the Collateral Agent and the Administrative Agent, promptly upon request, access to (i) while the Aircraft is under Lease, such Records of the Lessee that the Lessor is entitled itself to access under, and subject to the restrictions of, the related Lease and the cooperation of the Lessee (which cooperation the Servicer will pursue consistent with the Servicer Standard of Performance), and (ii) in any case, such Records that the Borrower or the Lessor maintains on its own account through the Servicer. The Servicer agrees to maintain and update such Records consistent with the Servicer Standard of Performance.
(xii)Each Service Provider shall advise the Lenders, the Collateral Agent and the Administrative Agent promptly, in reasonable detail, (i) of any Adverse Claim known to it made or asserted against any of the Borrower Collateral (other than Permitted Liens), (ii) of the occurrence of any event (other than a change in general market conditions) which would have a material adverse effect on the assignments and security interests granted by the Borrower or AerCap under any Credit Document, and (iii) as soon as such Service Provider becomes aware, of any loss, theft, damage, or destruction to any Aircraft if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed $10,000,000.
Seventh Amended and Restated Credit Agreement    102

(xiii)No Service Provider shall directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 9.21, in each case, in violation of any Anti-Terrorism Law, Anti-Money Laundering Law, OFAC Law or Sanctions, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Money Laundering Law, OFAC Law or Anti-Terrorism Law (and the Service Provider shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming their compliance with this section). No Service Provider shall directly or indirectly use the proceeds of any Advance or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or any other Person, to fund any activities or business of or with any Embargoed Person, or in any Prohibited Country, or in a manner that will constitute a violation of Sanctions by any Person (including any Person participating in any Advance hereunder, whether as underwriter, advisor, investor, or otherwise).
(xiv)Subject to the availability to the respective Service Provider of adequate funding to comply with its obligations under this section and the Service Provider Agreement to which it is a party, each Service Provider shall keep the Borrower in compliance with its obligations and covenants herein and under any other Related Documents provided to such Service Provider by the Borrower, to the extent that such obligations and covenants specifically relate to the “Services” as defined in the Service Provider Agreement to which such Service Provider is a party. Nothing in this section or in the Service Provider Agreement to which such Service Provider is a party shall be deemed to constitute or be construed as (i) a delegation or other transfer to, or an assumption by, such Service Provider or any of its Affiliates of any obligations of any Person within the Borrower Group to make any payment to any Lessee, any Lender (without limiting any express obligation of the Service Provider under the applicable Service Provider Agreement) or other Person, or to comply with any other monetary obligation, under any Lease or any other Transaction Document, or (ii) a transfer to such Service Provider or any of its Affiliates of any right, title or interest in any Lease or related agreement or any Aircraft Asset covered thereby.
(xv)The Service Providers agree to procure and deliver to the Borrower, so as to allow the Borrower to comply with its corresponding reporting obligation under Section 10.19(a), as soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements, prepared in accordance with GAAP, for such year of the AerCap Group, certified by any firm of nationally recognized independent certified public accountants acceptable to the Administrative Agent, accompanied by a certificate of the officer in charge of financial matters of AerCap Group, confirming that AerCap Group is in compliance with the net worth requirement in Section 12.1(f) hereof;
(xvi)The Service Providers agree to procure and deliver to the Borrower, so as to allow the Borrower to comply with its corresponding reporting obligation under Section 10.19(a), as soon as available and in any event within 75 days after the end of each of the first three quarters of each Fiscal Year, with respect to the AerCap Group, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer
Seventh Amended and Restated Credit Agreement    103

in charge of financial matters of the AerCap Group, identifying such balance sheets or statements as being the balance sheets or statements of such Person described in this paragraph (xvi) and stating that the information set forth therein fairly presents the financial condition of the AerCap Group as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals and omissions of footnotes and subject to the auditors’ year end report, and accompanied by a certificate of the officer in charge of financial matters of AerCap Group confirming that AerCap Group is in compliance with the net worth requirements in Section 12.1(f) hereof.
(b)Representations and Warranties. Each Service Provider represents and warrants to the Borrower, the Administrative Agent and the Lenders, as of (unless otherwise explicitly set forth below) the Effective Date, the Initial Advance Date, the date of each Additional Advance and each Payment Date (provided that the representation and warranty in Section 8.3(b)(vii)(E) is made only as of the Initial Advance Date), as to itself that:
(i)Such Service Provider has been duly incorporated and is validly existing under the laws of the Republic of Ireland, with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted;
(ii)There is no existing default under any Operating or Organizational Document of such Service Provider or any event which, with the giving of notice or the passage of time or both, would have a Material Adverse Effect;
(iii)Each Service Provider is duly qualified to do business as a foreign corporation, and has obtained all necessary licenses and approvals, in all jurisdictions in which the conduct of its business (including, as applicable, the servicing of the Aircraft, the Leases and the Related Security as required by this Agreement) requires such qualification and where the failure to be so qualified would have a material adverse effect on its business and assets taken as a whole or on its ability to perform the applicable services provided for in the related Service Provider Agreements;
(iv)Such Service Provider has the power and authority to execute and deliver this Agreement and the other Credit Documents to which it is a party and to carry out its terms and their terms, respectively, and the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party have been duly authorized by such Service Provider by all necessary corporate action;
(v)This Agreement and the other Credit Documents to which such Service Provider is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency, examinership, moratorium, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or at law;
(vi)The consummation of the transactions contemplated by this Agreement and the other Credit Documents to which such Service Provider is a party, and the fulfillment of the terms of this Agreement and the other Transaction Documents to which it is a party, shall not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, any Operational or Organizational Document of such Service Provider, or any indenture, agreement, mortgage, deed of trust or other instrument to which such Service Provider is a party or by which it is bound or any of its properties are subject, or result in the creation
Seventh Amended and Restated Credit Agreement    104

or imposition of any Lien (other than a Permitted Lien) upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust on other instrument, other than this Agreement, or violate any law (including, without limitation, any Environmental Laws), order, rule or regulation applicable to the Service Provider of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Service Provider or any of its properties, except where any such conflict or violation would not have a Material Adverse Effect;
(vii)There are no proceedings or investigations pending against such Service Provider, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over such Service Provider or its properties (A) asserting the invalidity of this Agreement or any of the Credit Documents, (B) seeking to prevent the consummation or performance of any of the transactions contemplated by this Agreement or any of the Credit Documents to which such Service Provider is a party, (C) seeking any determination or ruling that might materially and adversely affect the performance by such Service Provider of its obligations under, or the validity or enforceability of, this Agreement or any of the Credit Documents to which such Service Provider is a party, (D) that could otherwise have a Material Adverse Effect (but without giving effect to clause (ii) of the definition thereof), or (E) as of the Effective Date only, that could otherwise have a Material Adverse Effect (but giving effect to the entire definition of such term);
(viii)All approvals, authorizations, consents, licenses, registrations, declarations, orders or other actions of any Person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution and delivery by such Service Provider of this Agreement and the other Credit Documents to which it is a party and the consummation of the transactions contemplated thereby have been or will be taken, made or obtained on or prior to respective dates of execution and delivery of this Agreement and such other Credit Documents;
(ix)The Service Provider has complied in all material respects with all applicable laws (including, without limitation, any Environmental Law), rules, regulations, judgments (unless such judgment has been properly appealed and such appeal is being diligently prosecuted by such Person), agreements, decrees and orders, as any of the same relate to performance by it of its services under the applicable Service Provider Agreements;
(x)In each case, to the extent that the failure of such representation to be true would have a material adverse effect on its ability to perform its obligations under the applicable Service Provider Agreements, (A) the Service Provider has filed on a timely basis all Tax Returns (including, without limitation, foreign, federal, state, local and otherwise) required to be filed, (B) the Service Provider is not liable for Taxes payable by any other Person, (C) the Service Provider has paid, or made adequate provisions for the payment in accordance with GAAP of, all Taxes, assessments and other governmental charges due from the Service Provider, (D) all such Tax Returns are true and correct in all material respects, (E) no tax lien or similar Adverse Claim has been filed, and no claim is being asserted, with respect to any such Tax, assessment or other governmental charge, (F) any Taxes, fees and other governmental charges payable by the Service Provider in connection with the execution and delivery of this Agreement and the other Credit Documents and the transactions contemplated hereby or thereby, have been paid or will be paid when due, and (G) the Service Provider is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in such a material adverse effect.
Seventh Amended and Restated Credit Agreement    105

(xi)All written information furnished by or on behalf of the Service Provider to any Lender, the Collateral Agent or the Administrative Agent in connection with this Agreement or any transaction contemplated hereby, when taken together with all reports, statements, schedules and other information included in filings made by AerCap Holdings N.V. with the Securities and Exchange Commission, taken as a whole, is true and complete in all material respects on and as of the date of delivery of such written information, and does not omit to state a material fact necessary to make the statements contained therein not misleading on and as of such date of delivery;
(xii)In each case, to the extent that the failure of such representation to be true would have a material adverse effect on its ability to perform its obligations under the applicable Service Provider Agreements, (A) the Service Provider is in compliance in all material respects with all, and has no liability under any, applicable Environmental Laws and has been issued and currently maintains all required foreign, federal, state and local permits, licenses, certificates and approvals, and (B) the Service Provider has not been notified of any pending action, suit, proceeding or investigation, and is not aware of any facts, which (1) calls into question, or could reasonably be expected to call into question, compliance by it with any Environmental Laws, (2) seeks, or could reasonably be expected to form the basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the operation of its business, assets or facilities or for the generation, handling, storage, treatment or disposal of any Hazardous Materials, or (3) seeks to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any of its property to be subject to any restrictions on ownership, use, occupancy or transferability under any Environmental Law;
(xiii)Each Service Provider is not engaged in nor has it engaged in any course of conduct that could subject any of its properties to any Adverse Claim, seizure or other forfeiture under any criminal law, racketeer influenced and corrupt organizations law, civil or criminal, or other similar laws, whether foreign or domestic;
(xiv)No Service Provider nor any of their Subsidiaries, nor any of their respective directors or officers (nor to the knowledge of such Service Provider, any of their affiliates, agents or employees) has engaged in any activity or conduct which would violate any Anti-Money Laundering Laws, any Anti-Terrorism Laws, including the Executive Order, and the Patriot Act or any anti-bribery or anti-corruption laws or regulations, in each case applicable to such Person, in any applicable jurisdiction and each Service Provider has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and rules.
No Service Provider nor any of their Subsidiaries, nor any of their respective directors or officers, nor any of their brokers or other agents acting in any capacity in connection with the Advances is any of the following:
(A)    an Embargoed Person, including a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(B)    (to the knowledge of such Service Provider, with respect to any brokers or agents or any of their affiliates or employees, in each case acting in any capacity in connection with the Advances) a Person owned or controlled by, or acting directly or indirectly for or on behalf of, any Embargoed Person or any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; or
Seventh Amended and Restated Credit Agreement    106

(C)    (to the knowledge of such Service Provider, with respect to any brokers or agents or any of their affiliates or employees, in each case acting in any capacity in connection with the Advances) a Person that is subject to or the target of Sanctions;
No Service Provider, nor (to the knowledge of such Service Provider) any broker or other agent of any of them acting in any capacity in connection with the Advances (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in the preceding paragraph, in each case, in violation of any Anti-Terrorism Law, Anti-Money Laundering Law, OFAC Law or Sanctions, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any Sanctions or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, Anti-Money Laundering Law or OFAC Law;
(xv)Each of the representations and warranties of the Service Provider set forth in the applicable Service Provider Agreements to which it is a party, each of which is hereby incorporated in this subsection (xv) by reference, is true and correct in all material respects (it being understood that a representation or warranty that by its express terms is expressed to be made as of, and only as of, a particular date or time, is only represented to be true and correct at and as of such time), and the Administrative Agent and the Lenders shall be entitled to rely on each of them as if they were fully set forth herein;
(xvi)On and as of each Advance Date (and after giving effect to the transactions contemplated to occur on such Advance Date), there does not exist any Servicer Termination Event or event that would constitute a Servicer Termination Event but for the passage of time or the giving of notice or both;
(xvii)The Servicer represents and warrants that each Monthly Report and Quarterly Report delivered hereunder is accurate in all material respects as of the date thereof; and
(xviii)On the Effective Date, the Servicer represents and warrants that the consolidated balance sheets of the AerCap Group as at December 31, 2020, and the related statements of income and retained earnings of the AerCap Group for the Fiscal Year then ended, copies of which have been furnished to the Administrative Agent, fairly present the financial condition of the AerCap Group as at such date and the results of the operations of the AerCap Group for the period ended on such date, all in accordance with GAAP consistently applied.
ARTICLE IX

REPRESENTATIONS AND WARRANTIES OF THE BORROWER
In order to induce the other parties hereto to enter into this Agreement and, in the case of the Lenders, to make Advances hereunder, the Borrower hereby represents and warrants to the Administrative Agent, the Collateral Agent and the Lenders, as of (unless otherwise explicitly set forth below) the Effective Date, the Initial Advance Date, the date of each Additional Advance and each Payment Date, as follows:
SECTION 1.1 Subsidiaries. The Borrower has no Subsidiaries other than the Aircraft Owning Entities, Applicable Intermediaries, Holdco Subsidiaries and Owner
Seventh Amended and Restated Credit Agreement    107

Participants and any Persons owning beneficial interests therein or which were or are expected to become one of the foregoing.
SECTION 1.2 Organization and Good Standing.
(a)Borrower. The Borrower has been duly organized and is validly existing as an exempted company under the laws of Bermuda, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times and now has, power and authority and legal right to acquire and own the Aircraft, Leases and Related Security, the other Aircraft Assets and the Equity Interests of the Borrower Subsidiaries and to grant to the Collateral Agent, for the benefit of the Lenders, a first priority security interest in the Borrower Collateral and to enter into and perform its obligations under this Agreement and each of the other Transaction Documents to which it is a party.
(b)Subsidiaries. Each of the Borrower Subsidiaries has been duly formed, incorporated or organized and is validly existing as a corporation, private company limited by shares, limited liability company, partnership, limited partnership, business or statutory trust, owner trust or other business entity in good standing under the laws of the jurisdiction of its formation (to the extent such concept is recognized in such jurisdiction), incorporation or organization as set forth in Schedule VIII, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and had at all relevant times and now has, power and authority and legal right to acquire and own Aircraft, Leases, Related Security, other Aircraft Assets and, if applicable, Equity Interests of other Borrower Subsidiaries and perform its obligations under each of the Transaction Documents to which it is a party.
(c)Constitutive Documents. There is no existing material default under any Operating or Organizational Document of the Borrower or any Borrower Subsidiaries or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder.
SECTION 1.3 Due Qualification The Borrower and each of the Borrower Subsidiaries is duly qualified to do business as a foreign entity in good standing (to the extent such concept is applicable), and has obtained all necessary licenses and approvals, in all jurisdictions in which the failure to so qualify, or obtain such license or approval, would result in a Material Adverse Effect.
SECTION 1.4 Enforceability. This Agreement and the other Transaction Documents to which the Borrower or any of the Borrower Subsidiaries are a party constitute legal, valid and binding obligations of the Borrower and such Borrower Subsidiaries, as applicable, enforceable in accordance with their respective terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization or other similar law, and (ii) general principles of equity.
SECTION 1.5 Security Interest.
(a)The Security Trust Agreement creates or shall create upon registration where registration is required to secure priority, a first priority valid security interest in the Borrower Collateral in favor of the Collateral Agent subject to the terms and conditions of the Perfection Standards, enforceable against the Borrower and the Borrower Subsidiary grantors thereunder, and creditors of and purchasers from such grantors.
Seventh Amended and Restated Credit Agreement    108

(b)None of the Borrower Collateral has been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms of AerCap-Borrower Purchase Agreement or any applicable Borrower Acquisition Document or the terms hereof or of the Security Trust Agreement and except for Permitted Liens, and no Borrower Collateral is described in (i) any UCC financing statements filed against AerCap, any Seller or the Borrower other than UCC financing statements which have been terminated and the UCC financing statements filed in connection with the Security Trust Agreement, each of which name the Collateral Agent as secured party or the AerCap-Borrower Purchase Agreement, which names the Borrower as purchaser/secured party, or (ii) any other registries or filing records that may be applicable to the Borrower Collateral in any other relevant jurisdiction, other than such filings or registrations made in connection with the Security Trust Agreement or any other security document in favor of the Collateral Agent.
SECTION 1.6 No Violation. The consummation of the transactions contemplated by this Agreement and the other Credit Documents to which the Borrower or any Borrower Subsidiaries are a party, and the fulfillment of the terms of this Agreement and the other Credit Documents to which the Borrower or any Borrower Subsidiaries are a party, shall not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the Operational Documents or Organizational Documents of the Borrower or any Borrower Subsidiaries, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Borrower or any Borrower Subsidiary is a party or by which it is bound or any of its properties are subject, or (B) result in the creation or imposition of any Adverse Claim upon any of the properties of the Borrower or any Borrower Subsidiaries pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument, other than the Security Trust Agreement, and/or AerCap-Borrower Purchase Agreement, or (C) violate in any material respect any law (including, without limitation, any Environmental Law), rule or regulation applicable to the Borrower or any Borrower Subsidiaries or with respect to any Borrower Collateral, except (but only with respect to the remaking of this representation on each Payment Date and each Advance Date, when applicable) to the extent that the failure so to comply would not materially adversely affect the Borrower Collateral, the collectibility of a substantial portion of the Leases or the ability of the Borrower, any Service Provider or such Borrower Subsidiary to perform its obligations under the Credit Documents, or (D) violate any writ, order, judgment or decree binding on or affecting the Borrower or any Borrower Subsidiaries of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Borrower or any Borrower Subsidiaries or any of their respective properties.
SECTION 1.7 No Proceedings. There are no proceedings or investigations pending against the Borrower or any Borrower Subsidiaries, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Borrower or any Borrower Subsidiaries or any of their respective properties (A) asserting the invalidity or unenforceability of this Agreement or any of the other Credit Documents, (B) seeking to prevent the consummation or performance of any of the transactions contemplated by this Agreement or any of the other Credit Documents, (C) as of the Effective Date only, seeking any determination or ruling that might materially and adversely affect the performance by the Borrower or any Borrower Subsidiaries of its obligations under any of the Credit Documents or (D) as of the Effective Date only, that could have a material adverse effect on the Borrower or any Borrower Subsidiaries, the Aircraft, the Leases, or any other Borrower Collateral.
Seventh Amended and Restated Credit Agreement    109

SECTION 1.8 Approvals. As of each Advance Date, with respect to the Transaction Documents that specifically relate to the Advance occurring on that date, all approvals, authorizations, consents, licenses, registrations, declarations, orders or other actions of any Person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution and delivery by the Borrower or any Borrower Subsidiaries of any such Transaction Document to which it is a party and the consummation of the transactions contemplated thereby have been or will be taken or obtained on or prior to the respective dates of execution and delivery of such Transaction Documents.
SECTION 1.9 Subsidiaries. As of the Effective Date, Schedule VIII sets forth (a) a correct and complete list of the relationship of the Borrower and the Borrower Subsidiaries and all of their respective Subsidiaries, (b) the location of the registered office or chief executive office (as applicable) of each of them, (c) the jurisdiction of formation, incorporation or organization of each of them, (d) a true and complete listing of each class of the Equity Interests of each of them, of which all of such issued Equity Interests are validly issued, outstanding, fully paid and non-assessable, and owned beneficially and of record by the Persons identified in Schedule VIII, (e) the type of entity of each of them, and (f) if applicable, the employer or taxpayer identification number of each of them and the organizational identification number issued by each of their respective jurisdictions of formation, incorporation, or organization. Each of the Borrower and each Borrower Subsidiary has only one jurisdiction of formation, incorporation, or organization, except that the Borrower is a resident of Ireland for tax purposes.
SECTION 1.10 Solvency. As of the Effective Date and each Advance Date, each of the Borrower and each of the Borrower Subsidiaries is Solvent and will not become insolvent after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents. None of the Borrower or any Borrower Subsidiaries has any Indebtedness to any Person other than as permitted pursuant to Section 10.27 hereof.
SECTION 1.11 Compliance with Laws. The Borrower and each Borrower Subsidiary, (a) as of each Advance Date, has complied in all material respects with all applicable laws (including, without limitation, any Environmental Law), rules, regulations, judgments (unless such judgment has been properly appealed and such appeal is being diligently prosecuted by such Person), agreements, decrees and orders with respect to, as of any Advance Date, the Aircraft, Leases and other Aircraft Assets that are the subject of funding on such Advance Date, and (b) as of each Advance Date and each Payment Date, has complied in all material respects with all applicable laws (including, without limitation, any Environmental Law), rules, regulations, judgments (unless such judgment has been properly appealed and such appeal is being diligently prosecuted by such Person), agreements, decrees and orders with respect to its the Aircraft, Leases and other Aircraft Assets generally, except, in the case of this clause (b), where non-compliance could not reasonably be expected to have a Material Adverse Effect.
Seventh Amended and Restated Credit Agreement    110

SECTION 1.12 Taxes. The Borrower and each Borrower Subsidiary has filed on a timely basis all Tax Returns (including, without limitation, foreign, United States federal, state, local and otherwise) required to be filed for which failure to file would have a Material Adverse Effect, and has paid, or in accordance with GAAP made adequate provisions for the payment of, all Taxes due from the Borrower and each of the Borrower Subsidiaries, as applicable. All such Tax Returns are true and correct in all material respects. No tax lien or similar Adverse Claim has been filed, and no claim is being asserted, with respect to any such Taxes. Any Taxes, fees and other governmental charges payable by the Borrower or any Borrower Subsidiaries in connection with the execution and delivery of this Agreement and the other Transaction Documents and the transactions contemplated hereby or thereby including the transfer of the Aircraft and the Leases and Related Security, if any, and the transfer of the Equity Interests of the Borrower Subsidiaries to the Borrower have been paid or will be paid when due. The Borrower is unaware of any proposed or pending tax assessments, deficiencies or audits that could be reasonably expected to, individually or in the aggregate, result in a material adverse change in the business, operations, property, prospects or financial or other condition of the Borrower and each of the Borrower Subsidiaries.
SECTION 1.13 Monthly Report. Each Monthly Report and Quarterly Report is accurate in all material respects as of the date thereof.
SECTION 1.14 No Liens, Etc.
(a)The Borrower Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim other than Permitted Liens, and the Borrower has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances, the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such Borrower Collateral, free and clear of any Adverse Claim other than Permitted Liens. No effective control agreement, financing statement or other instrument similar in effect covering all or any part of the Borrower Collateral has been executed or is on file in any recording office, except such as may have been filed in favor of the Collateral Agent for the benefit of the Administrative Agent and the Lenders pursuant to Article VII of this Agreement or, with respect to the Leases, in favor of the Borrower pursuant to the Purchase Agreement. The use by the Borrower of the Borrower Collateral and all rights with respect thereto do not infringe on the rights of any person.
(b)The rights and obligations of the Borrower Group Members as Lessors under the Leases with respect to the Aircraft, and any Equity Interests in any other Person held by such Borrower Group Members, are, in each case, held free and clear of any Adverse Claim other than Permitted Liens, or prohibition with respect to transferability and each such Borrower Group Member has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of the Initial Advances or Additional Advance relating thereto, the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, will have, upon registration if required, acquired a perfected, first priority and valid security interest in such rights, obligations and Equity Interests, free and clear of any Adverse Claim (other than Permitted Liens).
SECTION 1.15 Purchase and Sale. The Equity Interests of each Borrower Subsidiary, was purchased by the Borrower on the Initial Advance Date or on the date of an Additional Advance, provided that for Initial Advance Dates or Additional Advance Dates involving the financing of the acquisition of an Aircraft not effected by the acquisition of such Equity Interests, the Borrower or an existing Borrower Subsidiary purchases such assets directly.
Seventh Amended and Restated Credit Agreement    111

SECTION 1.16 Securities Act of 1933. Each of the sales and purchases under the Borrower Acquisition Documents and the purchase of the Equity Interests under AerCap-Borrower Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933, as amended.
SECTION 1.17 Information True and Correct. All written information furnished by or on behalf of the Borrower or any Borrower Subsidiaries to any Lender, the Collateral Agent or the Administrative Agent in connection with this Agreement or any transaction contemplated hereby, when delivered (and when taken in connection with previous information so furnished for the purpose of completeness and when taken together with all reports, statements, schedules and other information included in filings made by AerCap Holdings N.V. with the Securities and Exchange Commission) is true and, when taken as a whole, complete in all material respects and does not omit to state a material fact necessary to make the statements contained therein not misleading.
SECTION 1.18 Environmental Laws. The Borrower and each Borrower Subsidiary is in compliance in all material respects with all, and has no liability under any, applicable Environmental Laws and has been issued and currently maintains all required foreign, federal, state and local permits, licenses, certificates and approvals, except in each case where the failure to so comply or maintain would not have a material adverse effect on the Borrower or the Borrower Subsidiaries or their assets or property, taken as a whole. None of the Borrower or any Borrower Subsidiaries has been notified of any pending or threatened action, suit, proceeding or investigation, and none of the Borrower or any Borrower Subsidiary is aware of any facts, which (a) calls into question, or could reasonably be expected to call into question, compliance by the Borrower or any Borrower Subsidiaries with any Environmental Laws, (b) seeks, or could reasonably be expected to form the basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the operation of any the Borrower’s or any Borrower Subsidiaries’ business, assets or facilities or for the generation, handling, storage, treatment or disposal of any Hazardous Materials, or (c) seeks to cause, or could reasonably be expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or any Borrower Subsidiaries to be subject to any restrictions on ownership, use, occupancy or transferability under any Environmental Law.
SECTION 1.19 Employment Matters. None of the Borrower or any Borrower Subsidiary has or has ever had (i) any Employee Benefit Plan, any Multiemployer Plan or any Pension Plan, or any obligation to fund any such plan or (ii) any employee other than officers thereof.
SECTION 1.20 RICO. None of the Borrower or any Borrower Subsidiary is engaged in or has engaged in any course of conduct that could subject any of their respective properties to any Adverse Claim, seizure or other forfeiture under any criminal law, racketeer influenced and corrupt organizations law, civil or criminal, or other similar laws, whether foreign or domestic.
SECTION 1.21 Anti-Terrorism Law. None of the Borrower, any Borrower Subsidiary, nor any of their respective directors or officers (nor to the knowledge of the Borrower or such Borrower Subsidiary, any of their affiliates, agents or employees) nor, to the knowledge of the Borrower as of the Advance Date relating to a Lessee, any such Lessee, has engaged in any activity or conduct which would violate any Anti-Terrorism Law, OFAC Law, Anti-Money Laundering Law or any anti-bribery or anti-corruption laws or regulations, in each case applicable to such Person, in any applicable jurisdiction.
Seventh Amended and Restated Credit Agreement    112

None of the Borrower, any Borrower Subsidiary, nor any of their respective directors or officers nor any of their brokers or other agents acting in any capacity in connection with the Advances is any of the following
(a)an Embargoed Person, including a Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;
(b)(to the knowledge of the Borrower or any Borrower Subsidiary, with respect to any brokers or agents or any of their affiliates or employees, in each case acting in any capacity in connection with the Advances) a Person owned or controlled by, or acting directly or indirectly for or on behalf of, any Embargoed Person or any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order; or
(c)(to the knowledge of the Borrower or any Borrower Subsidiary, with respect to any brokers or agents or any of their affiliates or employees, in each case acting in any capacity in connection with the Advances) a Person that is subject to or the target of Sanctions;
None of the Borrower or any Borrower Subsidiaries nor, to the knowledge of the Borrower or any Borrower Subsidiary, any broker or other agent of any of them acting in any capacity in connection with the Advances (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in the preceding paragraph, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or Sanctions, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, Anti-Money Laundering Law or OFAC Law.
SECTION 1.22 Depositary Banks. The names and addresses of the Account Bank and each Non-Trustee Account Bank and the Irish Bank, together with the account numbers of the Collection Account, the Security Deposit Account, the Maintenance Reserve Account, the Liquidity Reserve Account, the Irish VAT Refund Account and each Non-Trustee Account are as specified in Schedule VI hereto, as such Schedule VI may be updated from time to time pursuant to Section 8.1(b). The Collection Account, Security Deposit Account, Non-Trustee Accounts, the Liquidity Reserve Account, the Irish VAT Refund Account and the Maintenance Reserve Account are the only accounts into which Collections are deposited or remitted. There are no lock-boxes or lockbox accounts associated with any of the Collection Account, the Security Deposit Account, the Maintenance Reserve Account, the Liquidity Reserve Account, the Irish VAT Refund Account or any Non-Trustee Account.
SECTION 1.23 Financial Condition. The actual balance sheet of the Borrower as of the Initial Advance Date, giving effect to the Borrower Acquisition, the initial Advances to be made under this Agreement and the transactions contemplated by this Agreement, the AerCap-Borrower Purchase Agreement and the other Transaction Documents, a copy of which shall have been furnished to the Administrative Agent on or before the Initial Advance Date, shall fairly present the financial condition of the Borrower as at such date, in accordance with GAAP.
SECTION 1.24 Investment Company Status. None of the Borrower or any Borrower Subsidiary is an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”). The Borrower will not be required to register as an “investment company” as such term is defined in the 1940 Act in reliance on an exemption or exclusion available under Section 3(b)(1) of the 1940 Act, although
Seventh Amended and Restated Credit Agreement    113

there may be other exemptions or exclusions available to the Borrower. The making of the Advances by the Lenders, the application of the proceeds and repayment thereof by the Borrower and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents to which the Borrower or any Borrower Subsidiary is a party will not violate any provision of such 1940 Act or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.
SECTION 1.25 [Reserved].
SECTION 1.26 Representations and Warranties True and Accurate. Each of the representations and warranties of the Borrower and each Borrower Subsidiary contained in this Agreement and the other Credit Documents was true and accurate as and when deemed made.
SECTION 1.27 No Event of Loss. No Event of Loss has occurred with respect to any Initial Financed Aircraft as of the Initial Advance Date, or any Additionally Financed Aircraft as of the related Additional Advance Date.
SECTION 1.28 Description of Aircraft and Leases.
(a)Schedule I attached hereto, as supplemented from time to time pursuant to Section 7.2(l), or Section 10.8 hereof is a true and correct list of all Aircraft acquired under the AerCap-Borrower Purchase Agreement from time to time and owned by Borrower Group Members.
(b)Schedule II attached hereto, as supplemented from time to time pursuant to Section 7.2(l), or Section 10.8 hereof, is a true and correct list of all Borrower Group Members and the Aircraft Owned thereby from time to time.
(c)Schedule III attached hereto, as supplemented from time to time pursuant to Section 7.2(l), Section 10.8 or Section 10.9 hereof, is a true and correct list of all Leases (including, without limitation, any head leases and sub-leases) in effect with respect to the Aircraft Owned by Borrower Group Members.**
SECTION 1.29 No Default, Etc. There does not exist (as of the Effective Date, the Initial Advance Date and any Additional Advance Date), any Default, Event of Default, Early Amortization Event (including a Servicer Termination Event), or event that would constitute a Servicer Termination Event or Early Amortization Event but for the passage of time or the giving of notice or both.
SECTION 1.30 Subsidiary Constituent Documents. There is in full force and effect with respect to each Borrower Subsidiary, as applicable, a constitution, a limited liability company agreement, trust agreement or other corporate constituent document substantially in the form of one of the documents attached hereto as Exhibit Q or otherwise reasonably acceptable to Administrative Agent.
ARTICLE X

COVENANTS
From the Effective Date until the later of the Facility Termination Date or the day thereafter on which all Obligations shall have been finally and fully paid and performed, the Borrower hereby covenants and agrees as follows:
Seventh Amended and Restated Credit Agreement    114

SECTION 1.1 Legal Existence and Good Standing. The Borrower shall, and the Borrower shall cause each of the Borrower Subsidiaries to, maintain (a) its legal existence and, if applicable, good standing in the jurisdiction of its formation, incorporation, or organization; (b) its qualification and, if applicable, good standing in all other jurisdictions in which the failure to maintain such qualification and good standing could reasonably be expected to cause a Material Adverse Effect; and (c) its state of organization and domicile outside of Germany.
SECTION 1.2 Protection of Security Interest of the Lenders.
(a)    At or prior to the Initial Advance Date, the Borrower shall have filed or caused to be filed, with respect to itself and each other Borrower Group Member that is a grantor of security interests under the Security Trust Agreement, UCC-1 financing statements and amendments thereto, naming such Borrower Group Member as debtor, naming the Collateral Agent (for the benefit of the Lenders and the Administrative Agent) as secured party and describing the applicable Borrower Collateral (such UCC-1 financing statements and amendments to be satisfactory to the Administrative Agent and the Collateral Agent), with the Washington, D.C. Office of Registry and in such other jurisdictions and locations as may be required to perfect the security interests in the Borrower Collateral granted under the Security Trust Agreement and/or as the Collateral Agent or the Administrative Agent shall have reasonably required. From time to time, on or after the Initial Advance Date, the Borrower shall execute and file (or cause to be executed and filed) such financing statements and cause to be executed and filed such continuation statements, and shall make such registrations of international interests and assignments thereof existing or arising under the Cape Town Convention, including without limitation any prospective filings or other filings necessary or advisable under the Cape Town Convention (provided that if a Lessee’s cooperation is necessary to effectuate any such registrations, the Borrower shall only be required to make such registration to the extent feasible using commercially reasonable efforts), all to the extent required by the Perfection Standards and in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Administrative Agent, the Collateral Agent and the Lenders under this Agreement and the Security Trust Agreement in the Borrower Collateral, and in the proceeds thereof. In addition, with respect to the delivery of any legal opinion in respect of the Cape Town Convention, stated to be a condition precedent to Advances under Section 7.1C or Section 7.2 hereof, but the execution and delivery of which is relegated to an undertaking of the Borrower under this subsection (a)(i), the Borrower agrees to obtain the relevant legal opinion as soon as feasible but in no event later than ten (10) Business Days following the date of the related release of funds to the Borrower in respect of the Advance. The Borrower shall in any case deliver (or cause to be delivered) to the Administrative Agent file-stamped copies of, or filing receipts for, any document filed or registration effected as provided above, as soon as available following such filing or registration. In the event that the Borrower fails to perform its obligations under this subsection, the Collateral Agent and the Administrative Agent may do so at the expense of the Borrower, to the extent that they are legally entitled to do so.
(ii)Notwithstanding anything herein or in any other Credit Document to the contrary, the Collateral Agent shall be under no obligation to file or prepare any financing statement or continuation statement or to take any action or to execute any further documents or instruments in order to create, preserve or perfect the security interest granted hereunder, such obligations being solely the obligations of the Borrower (or, as applicable, a Service Provider).
Seventh Amended and Restated Credit Agreement    115

(b)The Borrower shall not, and shall not permit any other Borrower Group Member that is a grantor of a security interest under the Security Trust Agreement to, change its name, identity, or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of § 9-402(7) of the UCC, unless the Borrower shall have given the Administrative Agent at least thirty (30) days prior written notice thereof, and shall promptly file appropriate amendments to all previously filed financing statements and continuation statements.
(c)The Borrower shall give the Administrative Agent at least sixty (60) days’ prior written notice of any change of the Borrower’s, or any other Borrower Group Member’s, jurisdiction of formation, incorporation or organization. The Borrower shall at all times maintain its registered office within Bermuda, provided that the Borrower may be an Irish tax resident.
(d)The Borrower shall furnish to the Collateral Agent, the Administrative Agent from time to time such statements and schedules further identifying and describing the Borrower Collateral and such other reports in connection with the Borrower Collateral as the Collateral Agent or the Administrative Agent may reasonably request, all in reasonable detail.
(e)The Borrower will not maintain, nor permit a Lessor to maintain, for purposes of determining perfection by possession under applicable law, possession of any executed original counterparts of the Leases that would be deemed the Chattel Paper Original in a jurisdiction other than Ireland, unless such Lease is an executed original or Chattel Paper Original deposited with the Collateral Agent.
SECTION 1.3 Records.
(a)The Borrower shall maintain its computer systems so that, from and after the time of the Initial Advance under this Agreement, its Records indicate clearly that the Borrower Collateral is directly or indirectly owned by Borrower or another Borrower Group Member.
(b)The Borrower shall, at its own cost and expense, maintain complete records of the Aircraft, the Leases and the other Aircraft Assets, consistent with Leasing Company Practice. Upon request of the Collateral Agent, the Borrower shall, and shall cause the Borrower Subsidiaries to, deliver and turn over to the Collateral Agent or to its representatives, or upon the request of the Administrative Agent, shall provide the Administrative Agent or its representatives with access to, during ordinary business hours, upon reasonable notice by the Administrative Agent, which shall in no event be less than three (3) Business Days (except if an Event of Default shall have occurred), all of the Borrower’s and the Borrower Subsidiaries’ facilities, appropriate supervisory personnel and Records pertaining to the Aircraft and Aircraft Assets. Promptly upon request therefor, the Borrower shall, and shall cause the Borrower Subsidiaries to, provide access to the Administrative Agent to Records reflecting activity relating to the Aircraft and Aircraft Assets through the close of business on the immediately preceding Business Day.
(c)With respect to technical and maintenance Records relating to a Funded Aircraft, the Borrower agrees (and agree to cause the applicable Lessor) to provide the Collateral Agent and the Administrative Agent, promptly upon request, access to (i) while the Aircraft is under Lease, such Records of the Lessee that the Lessor is entitled itself to access under, and subject to the restrictions of, the related Lease, and (ii) in any case, such Records that the Borrower or the Lessor maintains on its own account. The Borrower agrees to maintain and update such Records consistent with the Servicer Standard of Performance.
Seventh Amended and Restated Credit Agreement    116

SECTION 1.4 Other Liens or Interests.
(a)Except for the security interest granted under the Security Trust Agreement, and as otherwise permitted under the Transaction Documents, the Borrower will not sell, assign or transfer (other than as permitted hereunder) or pledge to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim (other than Permitted Liens) on any of the Borrower’s assets, including without limitation, any Aircraft or other Aircraft Assets, the Borrower Collateral or any interest therein, and the Borrower shall defend the right, title, and interest of the Collateral Agent (for the benefit of the Administrative Agent and the Lenders) in and to the Borrower Collateral against all claims of third parties claiming through or under the Borrower.
(b)Except for the security interest granted under the Security Trust Agreement, and as otherwise permitted under the Transaction Documents, the Borrower shall cause each Borrower Subsidiary not to sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Adverse Claim (other than Permitted Liens) on any of their assets, including any Aircraft or other Aircraft Assets, or any Lease, Related Security or other Borrower Collateral owned by, entered into by or related to such Borrower Subsidiary, or any interest therein. Without limiting the foregoing, the Borrower will not, and will not cause or permit any Borrower Subsidiary to, do anything to impair the rights of the Administrative Agent or the Lenders in any Aircraft or other Aircraft Assets, or any Leases, Related Security or other Borrower Collateral owned by, entered into by or related to such Borrower Subsidiary, or any interest therein other than to the extent expressly permitted under the Transaction Documents.
SECTION 1.5 Negative Pledge Clause. The Borrower shall not, and the Borrower shall not cause or permit any Borrower Subsidiary to enter into or cause, suffer or permit to exist, any agreement with any Person other than the Collateral Agent, Administrative Agent and the Lenders pursuant to this Agreement or any other Transaction Documents which prohibits or limits the ability of the Borrower or any Borrower Subsidiary to create, incur, assume or suffer to exist any Adverse Claim upon any of its property, assets or revenues, whether now owned or hereafter acquired.
SECTION 1.6 Maintain Properties. The Borrower shall (i) with respect to each Aircraft that is subject to a Lease, but in any case subject to all applicable legal and contractual restraints on performing such obligation including such Lease (and subject to the cooperation of the applicable Lessee, which the Borrower agrees to direct the Servicer to pursue, consistent with the Servicer Standard of Performance), cause, directly or indirectly, through any Borrower Subsidiary, such Aircraft to be maintained in a state of repair and condition consistent with Leasing Company Practice with respect to similar aircraft under lease, taking into consideration, among other things, the age and condition of the Aircraft and the jurisdiction in which such Aircraft will be operated or registered under any Lease, and (ii) with respect to each Aircraft that is not subject to a Lease, maintain, and cause each Borrower Subsidiary to maintain, such Aircraft in a state of repair and condition consistent with Leasing Company Practice with respect to aircraft not under lease. The Borrower shall and shall cause each Borrower Subsidiary to maintain all other properties (i.e., other than Funded Aircraft) necessary to its operations in good working order and condition, make all needed repairs, replacements and renewals to such properties, and maintain free from Adverse Claims all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are reasonably necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with Leasing Company Practice.
SECTION 1.7 Ownership, Operation and Leasing of Funded Aircraft. The Borrower shall not, and shall not permit any Borrower Subsidiary to:
Seventh Amended and Restated Credit Agreement    117

(a)Other than in connection with a sale, transfer or other disposition permitted under Section 10.8, permit any Person other than the applicable Aircraft Owning Entity (or an Owner Participant as the Owner of all of the beneficial interest in an Owner Trust) to own beneficially or of record any Aircraft (except to the extent required by applicable law);
(b)Enforce any Lease with respect to any Aircraft in a manner other than the manner in which the Servicer is required to enforce such Lease under the Servicing Agreement;
(c)Enter into a Lease with respect to an Aircraft after the Initial Advance Date unless such Lease is an Eligible Lease and, while Critical Mass exists, such action does not constitute a Lessee Limitation Event;
(d)Enter into a Future Lease with a Lessee that is domiciled in or organized under the laws of a country that is not, at the time of entry into such Future Lease, either (i) on the Approved Country List, (ii) a country as to which the Borrower shall have procured the Required Coverage Amount (with such Required Coverage Amount being determined after giving effect to the origination of such Future Lease), or (iii) unless the Borrower shall have first given the Administrative Agent at least ten (10) Business Days’ written notice of its intent to enter into such Lease. Following such written notice, and before the Borrower may enter into such Lease, the Administrative Agent shall have up to ten (10) Business Days to determine whether it will request an additional legal opinion of the type it would be able to request, under Section 7.2(e)(vii)(C) hereof, if an Aircraft leased to such Lessee were to be the subject of an Additional Advance Request as a proposed Additionally Financed Aircraft hereunder. If the Administrative Agent makes such a request prior to the end of such ten Business Day period, the Borrower may not enter into such Lease until it has first delivered such a legal opinion to the Administrative Agent. If the Administrative Agent notifies the Borrower during such ten Business Day period that it is not requesting delivery of such a legal opinion, or if the Administrative Agent fails to notify the Borrower of its intent by the end of such ten Business Day period, then the Borrower may proceed to enter into such Lease (subject to any other applicable conditions or requirements herein or in any other Credit Document). It is understood that the foregoing provisions and conditions concerning a request for an additional legal opinion shall only apply to proposed or incipient Future Leases with a Lessee not currently the Lessee of the applicable Funded Aircraft, i.e., such provisions and conditions shall not apply to Future Leases that are renewals or extensions of a Lease of the applicable Funded Aircraft with its existing Lessee;
(e)Enter into a Future Lease if, after giving effect to such Future Lease, more than ten (10) Aircraft in the Borrower’s Portfolio will be leased to such Lessee or any Affiliate thereof; and
(f)Enter into a Future Lease if, after giving effect to such Future Lease, more than seventeen (17) Aircraft in the Borrower’s Portfolio will be leased to such Lessee and any two other Lessees or any of their respective Affiliates.
Seventh Amended and Restated Credit Agreement    118

SECTION 1.8 Limitation on Disposition of Aircraft. Without the prior written consent of the Administrative Agent acting at the direction of the Majority Lenders, which such consent shall be granted or withheld in their sole and absolute discretion, the Borrower shall not sell, transfer or otherwise dispose of any Aircraft or any Equity Interest in any Borrower Subsidiary, including, without limitation, in connection with a Portfolio Transaction, or allow any Borrower Subsidiary to sell, transfer or otherwise dispose of any Aircraft or any Equity Interest in any Borrower Subsidiary, including, without limitation, in connection with a Portfolio Transaction, except (x) in connection with transfers wholly among the Borrower Group Members (including, without limitation, transfers by the Borrower of Equity Interest in Aircraft Owning Entities to one or more newly formed Borrower Subsidiaries in connection with any Approved Restructuring), (y) pursuant to a Qualifying Purchase Option, or (z) pursuant to any such other sale, transfer or other disposition in which the following conditions are satisfied:
(a)such sale, transfer or other disposition is not structured as a sale and leaseback transaction;
(b)the price for such sale, transfer or other disposition (net of closing costs, broker fees and other related expenses, and net of Tax liabilities payable by the Borrower or any Borrower Subsidiary attributable to such sale, transfer or disposition), together with the amount of any concurrent repayments to the Borrower of inter-company loans by any Holdco Subsidiary being sold, and/or by any Borrower Subsidiaries which such Holdco Subsidiary owns, equals or exceeds an amount equal to the Allocable Advance Amount with respect to the related Aircraft as of the date of such sale, transfer or other disposition (if the date of such sale, transfer or other disposition is a Payment Date) or as of the immediately preceding Payment Date (if the date of such sale, transfer or other disposition is not a Payment Date);
(c)such sale, transfer or other disposition (i) does not constitute an Aircraft Limitation Event or a Lessee Limitation Event, and (ii) does not have as its immediate effect causing Critical Mass to no longer exist, and (iii) occurs at a time when Critical Mass exists, and (iv) does not have as its immediate effect, that after giving effect to such sale, transfer or other disposition, that the outstanding Advances allocable to Aircraft that are Off-Lease are not more than 7.5% of the outstanding Advances allocable to all Aircraft in the Borrower’s Portfolio; provided that, during the Amortization Period, such sale, transfer or other disposition may occur even if any of the foregoing conditions in clause (i), (ii) or (iii) is not met, so long as the price for such sale, transfer or other disposition (net of closing costs, broker fees and other related expenses, and net of Tax liabilities payable by the Borrower or any Borrower Subsidiary attributable to such sale, transfer or disposition) equals or exceeds an amount equal to at least 125% of the Allocable Advance Amount with respect to the affected Aircraft as of the date of such sale, transfer or other disposition (if the date of such sale, transfer or other disposition is a Payment Date) or as of the immediately preceding Payment Date (if the date of such sale, transfer or other disposition is not a Payment Date), and provided further that, during either the Amortization Period or the period prior to the Amortization Period, such sale, transfer or other disposition may occur even if any of the foregoing conditions in clause (i), (ii) or (iii) is not met, so long as (A) such sale is occurring in connection with a Portfolio Transaction, and (B) after giving effect to the sale, no Borrowing Base Deficiency will then exist;
(d)no Event of Default or Early Amortization Event shall have occurred at or prior to the time of, or shall occur as a result of, such sale, transfer or other disposition;
Seventh Amended and Restated Credit Agreement    119

(e)after giving effect to such sale, transfer or other disposition, and after giving effect to the mandatory prepayment pursuant to Section 4.2(b)(i) with respect thereto as if made at the time of such sale, transfer or other disposition, no Borrowing Base Deficiency will exist; and
(f)the board of directors of the Borrower shall have authorized the sale, transfer or other disposition.
The Borrower shall deposit, and shall cause the Borrower Subsidiaries to immediately deposit, in each case with written notice to the Collateral Agent, the proceeds of any such sale, transfer or other disposition, including, without limitation any such sale, transfer or other disposition of any Aircraft or any Equity Interests in any Borrower Subsidiary in connection with any Portfolio Transaction, into the Collection Account for application in accordance with Section 4.2 in the order of priority set forth in the Flow of Funds with such holdbacks with respect to applications of funds (other than applications to the repayment of Advances) as the Administrative Agent deems desirable in accordance with the Flow of Funds. On the date of any such sale, transfer or other disposition, the Borrower shall deliver to the Administrative Agent, amended and restated copies of Schedule I, Schedule II, and Schedule III hereto containing information that is correct after giving effect to such sale, transfer or other disposition.
In addition, and notwithstanding any provision of the Servicing Agreement, the Borrower agrees that it shall (1) cause each Borrower Subsidiary to only sell, transfer or otherwise dispose of, directly or indirectly, (a) any engine or part relating to an Aircraft (i) on the date that such Aircraft is sold, transferred or otherwise disposed of, or (ii) in connection with the replacement of such engine or part, and (b) an Aircraft to the extent permitted under the related Lease or any other Transaction Document, and (2) provide prior written notification of the sale, transfer or disposition of any Aircraft to the Administrative Agent.
Notwithstanding the foregoing, an Aircraft that has suffered an Event of Loss may be disposed of at the direction of an insurer that provided insurance covering such Event of Loss and has paid into the Collection Account all insurance proceeds to which the Collateral Agent, the Borrower and/or the applicable Borrower Subsidiary are entitled to receive in connection with such Event of Loss.
The provisions of this Section 10.8 shall not apply to or prohibit any repurchase or purchase in accordance with the remedial provisions of the AerCap-Borrower Purchase Agreement.
Each of the Administrative Agent and the Collateral Agent hereby consents to, and shall execute and deliver any document provided and reasonably requested (in writing, with respect to the Collateral Agent) by the Borrower in connection with, the liquidation, dissolution, termination or similar process (including any relevant releases of security) of any Borrower Subsidiary which at such time does not directly or indirectly own any Aircraft and is not party to a Lease (other than any Lease that has expired or been terminated), including as a result of a disposition permitted pursuant to this Section 10.8.
SECTION 1.9 Extension, Amendment or Replacement of Leases.
(a)Except as provided by this Section 10.9 (and in any case subject to the limitations of Section 10.7), the Borrower shall not allow any Borrower Subsidiary to transfer, assign, extend, amend, replace, or waive any term of, or otherwise modify any Lease, in any way that may cause such Lease to no longer constitute an Eligible Lease, or that would have a material adverse effect on the validity, perfection or priority of the security interest of the Collateral Agent therein.
Seventh Amended and Restated Credit Agreement    120

(b)Upon the termination of any Lease with respect to any Aircraft, the Borrower shall cause the applicable Borrower Subsidiary to use its reasonable commercial efforts to renew such Lease or lease such Aircraft to another Eligible Carrier pursuant to an Eligible Lease and otherwise in compliance with the terms of the Servicing Agreement. No such renewal or additional Lease shall be permitted if it would constitute a Lessee Limitation Event.
(c)Upon execution of any renewal or replacement Lease, the Borrower or the applicable Borrower Subsidiary shall deliver:
(i)to the Collateral Agent, and only if the Lease is with a Lessor organized under the laws of a State (or the District of Columbia) within the United States within the meaning of Article 9 of the UCC, the Chattel Paper Original of such renewal or replacement Lease;
(ii)to the Collateral Agent, a Notice and Acknowledgment with respect to such Lease;
(iii)to the Collateral Agent and the Administrative Agent, certificates of insurance from qualified brokers of aircraft insurance or other evidence satisfactory to the Administrative Agent, evidencing all insurance required to be maintained by the applicable Obligor together with endorsements naming (i) the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, as a “contract party” and listing the relevant Transaction Documents as “contracts” for purposes of certificates incorporating Lloyd’s AVN67B endorsements or similar language or as “loss payee” or as an “additional insured”, if applicable and (ii) each of the Borrower, the Borrower Subsidiary that is the owner, or lessor, of such Aircraft, the Collateral Agent and the Administrative Agent, on behalf of the Lenders, as an additional insured;
(iv)to the Administrative Agent, promptly and in any case within 15 days, a copy of such Lease, and an amended and restated Schedule III hereto incorporating all information required under such schedule with respect to such renewed or replacement Lease; and
(v)to the Collateral Agent, with respect to any renewal or replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other matters customary for such transactions to the extent that receiving such legal opinions is consistent with Leasing Company Practice.
(d)The Borrower shall, and shall cause each applicable Borrower Subsidiary to, in each case, whether directly or through the Servicer, commence the negotiation of any commitment for an Eligible Lease or Leases in a manner consistent with the practices employed by the Servicer with respect to its aircraft operating leasing services business generally and in accordance with the terms of the Servicing Agreement.
SECTION 1.10 Acquisitions of Aircraft. The Borrower shall not acquire, and shall not cause or permit any Borrower Subsidiary to acquire, any aircraft other than an Aircraft and aircraft that are anticipated to become Additionally Financed Aircraft upon satisfaction of the applicable conditions.
Seventh Amended and Restated Credit Agreement    121

SECTION 1.11 Servicing Agreement.
(a)No Modifications. The Borrower shall not amend, terminate, restate, supplement or otherwise modify any Service Provider Agreement in any respect without the consent of the Administrative Agent, provided that, with respect to any amendment, supplement or modification to be entered into for the purposes of adding additional terms and conditions to any Service Provider Agreement or in order to comply with applicable law, such consent may not be unreasonably withheld or delayed; provided further that no such consent shall be required to add parties via an applicable accession agreement as contemplated in the Service Provider Agreement.
(b)Service Provider Agreements. The Borrower shall take all actions as are necessary to be in compliance with the Service Provider Agreements and to cause the applicable Service Provider to be in compliance with the applicable Service Provider Agreement to which it is party.
(c)Fees. The Borrower shall not, and shall not cause or permit any Borrower Subsidiary to, pay any management or other fee to AerCap or any Affiliate thereof other than payment of Service Provider Fees to the extent contemplated by this Agreement and the Service Provider Agreements.
(d)Breaches. The Borrower shall not commit or permit any material breach of any Service Provider Agreement.
SECTION 1.12 Representations Regarding Operation. The Borrower shall not, and shall not cause or permit any Borrower Subsidiary to represent or hold out, or permit any Applicable Carrier or Owner Trustee to represent or hold out, the Collateral Agent, the Administrative Agent or any Lender as (i) the owner or lessor of any Aircraft, (ii) carrying goods or passengers on any Aircraft, or (iii) being in any way responsible for any operation of carriage (whether for hire or reward or gratuitously) with respect to any Aircraft.
SECTION 1.13 Costs and Expenses. The Borrower shall pay all of its and its Subsidiaries’ reasonable costs and disbursements in connection with the performance of its obligations hereunder and under the Transaction Documents.
SECTION 1.14 Compliance with Laws, Etc. The Borrower will, and the Borrower will cause each Borrower Subsidiary to, comply in all material respects with all Requirements of Law (including, without limitation, any Environmental Law), rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges would not materially adversely affect the Borrower Collateral, the collectibility of the Leases or the ability of the Borrower, any Service Provider or such Borrower Subsidiary to perform its obligations under the Transaction Documents.
Seventh Amended and Restated Credit Agreement    122

Without limiting the foregoing, the Borrower shall, and shall cause the Aircraft Owning Entities and Owner Participants to,  obtain all material governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required for the use and operation of the Aircraft Owned by it, including, without limitation, a current certificate of airworthiness for each Aircraft (issued by the applicable aviation authority and in the appropriate category for the nature of operations of such Aircraft), except that (A) no certificate of airworthiness will be required for any Aircraft (x) during any period when such Aircraft is undergoing maintenance, modification or repair or (y) following the withdrawal or suspension by such applicable aviation authority of certificates of airworthiness in respect of all aircraft of the same model or period of manufacture as such Aircraft (in which case the Borrower and any applicable Borrower Subsidiary will comply, and cause each of its subsidiaries to comply, with all directions of such applicable aviation authority in connection with such withdrawal or suspension), or (z) with respect to a Lessee in any individual case, so long as the Servicer is enforcing, in accordance with the Servicer Standard of Performance, the applicable provisions of the Lease requiring the Lessee to cure such lapse and obtain a reinstatement of the applicable lapsed certificate of airworthiness, (B) no registrations, certificates, licenses, permits or authorizations required for the use or operation of any Aircraft need be obtained with respect to any period when such Aircraft is not being operated and (C) no such registrations, certificates, licenses, permits or authorizations will be required to be maintained for any Aircraft that is not the subject of a Lease, except to the extent required under Requirements of Law.
Notwithstanding the foregoing, no breach of this Section 10.14 shall be deemed to have occurred by virtue of any act or omission of a lessee or sub-lessee, or of any Person which has possession of the Aircraft or any engine for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of the Aircraft (other than seizure or confiscation arising from a breach by the Borrower or a Borrower Subsidiary of this Section 10.14) (each, a “Third Party Event”); provided that (i) neither the Borrower nor any Borrower Subsidiary consents or has consented to such Third Party Event; and (ii) the Borrower or Borrower Subsidiary which is the lessor or owner (or beneficial owner) of such Aircraft promptly and diligently takes actions consistent with Leasing Company Practice in respect of such Third Party Event, including, without limitation, as deemed appropriate (taking into account, inter alia, the laws of the jurisdictions in which the Aircraft are located), seeking to compel any applicable Obligor or any other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Aircraft or engine.
SECTION 1.15 Environmental Compliance. If the Borrower or any of the Borrower Subsidiaries shall receive any letter, notice, complaint, order, directive, claim or citation alleging that the Borrower, any Service Provider or any of the Borrower Subsidiaries has violated any Environmental Law, has released any Hazardous Material, or is liable for the costs of cleaning up, removing, remediating or responding to a release of Hazardous Materials, the Borrower shall, and shall cause any such Borrower Subsidiary to, within the time period permitted and to the extent required by the applicable Environmental Law or the Government Entity responsible for enforcing such Environmental Law, remove or remedy such violation or release or satisfy such liability.
SECTION 1.16 Employee Benefit Plans; Employees. None of the Borrower or any Borrower Subsidiary shall have (i) any Employee Benefit Plan, any Multiemployer Plan or any Pension Plan, or any obligation to fund any such plan, or (ii) any employees other than as required by any provisions of local law, provided that trustees and directors shall not be deemed to be employees for purposes of this covenant.
Seventh Amended and Restated Credit Agreement    123

SECTION 1.17 Change in Business. The Borrower will not, nor will it permit or cause any of the Borrower Subsidiaries to, alter its policies and procedures relating to the operation of its aircraft leasing business in a manner which would materially adversely affect the collectibility of a substantial portion of the Leases or the ability of the Borrower to perform its obligations under this Agreement or any Transaction Document, without the prior written consent of the Administrative Agent.
SECTION 1.18 Notice of Adverse Claim or Loss. The Borrower shall notify the Lenders, the Collateral Agent and the Administrative Agent promptly, in writing and in reasonable detail, (i) of any Adverse Claim known to it made or asserted against any of the Borrower Collateral (other than Permitted Liens), (ii) of the occurrence of any event (other than a change in general market conditions) which would have a material adverse effect on the assignments and security interests granted by the Borrower or AerCap under any Transaction Document, and (iii) as soon as the Borrower or any Borrower Subsidiary becomes aware, of any loss, theft, damage, or destruction to any Aircraft if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed $10,000,000.
SECTION 1.19 Reporting Requirements.
(a)The Borrower (through itself or any applicable Service Provider) shall furnish to the Administrative Agent, each Lender and, in the case of clauses (i) and (vi) below, to the Collateral Agent:
(i)on each Determination Date, a certificate in substantially the form of Exhibit H to the Administrative Agent (the “Monthly Report”);
(ii)as soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements, prepared in accordance with GAAP, for such year of each of the AerCap Group and the Borrower and their respective consolidated Subsidiaries, certified by any firm of nationally recognized independent certified public accountants acceptable to the Administrative Agent, accompanied by a certificate of the officer in charge of financial matters of AerCap Group, confirming that AerCap Group is in compliance with the net worth requirement in Section 12.1(f) hereof;
(iii)as soon as available and in any event within 75 days after the end of each of the first three quarters of each Fiscal Year, with respect to (x) the AerCap Group and (y) the Borrower and its consolidated Subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer in charge of financial matters of the AerCap Group or the Borrower, as applicable, identifying such balance sheets or statements as being the balance sheets or statements of such Person described in this paragraph (iii) and stating that the information set forth therein fairly presents the financial condition of the AerCap Group or the Borrower, as applicable, and its consolidated Subsidiaries as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals and omissions of footnotes and subject to the auditors’ year end report, and accompanied by a certificate of the officer in charge of financial matters of AerCap Group confirming that AerCap Group is in compliance with the net worth requirements in Section 12.1(f) hereof;
Seventh Amended and Restated Credit Agreement    124

(iv)promptly after receipt thereof, a copy of any “management letter” received by the Borrower from its certified public accountants and the management’s response thereto;
(v)on every third Determination Date following the Original Closing Date, a Quarterly Report;
(vi)as soon as possible and in any event within five (5) days after the occurrence of a Default, an Event of Default, a Servicer Termination Event, an Early Amortization Event, an event that would constitute a Servicer Termination Event or Early Amortization Event but for the passage of time or the giving of notice or both, a written statement of an officer in charge of financial matters of the Borrower setting forth complete details of such Default, Event of Default, Servicer Termination Event, Early Amortization Event or any such other event, and the action, if any, which the Borrower has taken, is taking and proposes to take with respect thereto;
(vii)promptly after the Borrower obtains knowledge thereof, notice of any default that has occurred and is continuing under the AerCap-Borrower Purchase Agreement or any Borrower Acquisition Document;
(viii)promptly after receipt thereof, copies of all formal notices (other than an inconsequential notices) received by the Borrower or the Servicer from the seller under the AerCap-Borrower Purchase Agreement;
(ix)promptly, from time to time, such other information, documents, Records or reports respecting the Aircraft, the Leases, the Equity Interests of the Borrower Subsidiaries, the Related Security or the condition or operations, financial or otherwise, of the Borrower, the Borrower Subsidiaries or any of their respective Subsidiaries which the Collateral Agent or the Administrative Agent may, from time to time, reasonably request;
(x)promptly, from time to time, such information and documents as any Lender, the Administrative Agent or the Collateral Agent may reasonably request in order to satisfy its “know your customer” or regulatory compliance requirements; and
(xi)prompt written notice of the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the making of the Advances hereunder, or invalidating, or having the effect of invalidating, any provision of this Agreement, or any other Transaction Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which it has knowledge.
(b)The Borrower shall provide each Service Provider with any and all information reasonably necessary or appropriate for such Service Provider in connection with its duties hereunder and under the applicable Service Provider Agreements.
(c)The Administrative Agent and the Lenders are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to the Lenders (or any affiliate of any Lender) or to the Administrative Agent, to any Government Entity having jurisdiction over any such Person pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating agency in connection with their respective ratings of commercial paper issued by any Lender or to any other Person who shall acquire or consider the assignment of, or
Seventh Amended and Restated Credit Agreement    125

acquisition of any participation interest in, any Obligation permitted by this Agreement; provided that such Person agrees in writing to the confidentiality provisions set forth in Section 17.15.
SECTION 1.20 Corporate Separateness.
(a)The Borrower shall at all times maintain independent directors (which must constitute a majority of all directors), each of which (i) does not have any direct financial interest or any material indirect financial interest in AerCap, the Borrower, or in any Affiliate of the Borrower, (ii) is not, and has not been, connected with AerCap, the Borrower, or any Affiliate of the Borrower as an officer, employee, promoter, underwriter, trustee, partner or Person performing similar functions and is not a member of the immediate family of any such person and (iii) is not, and has not been, a director, member or a trustee (other than as an independent director, member or trustee for an Affiliate which is a special purpose entity) or stockholder of AerCap, the Borrower, or any Affiliate of the Borrower and is not a member of the immediate family of any such person. The Borrower shall cause each Borrower Subsidiary (other than an Owner Trust) to at all times maintain independent directors, members or trustees (which must constitute a majority of all such positions), as applicable, each of which (i) does not have any direct financial interest or any material indirect financial interest in AerCap, the Borrower, or any Affiliate of the Borrower, (ii) is not, and has not been, connected with AerCap, the Borrower, or any Affiliate of the Borrower as an officer, employee, promoter, underwriter, trustee, partner or Person performing similar functions and is not a member of the immediate family of any such person and (iii) is not, and has not been, a director, member or a trustee (other than as an independent director, member or trustee for an Affiliate which is a special purpose entity) or stockholder of AerCap, the Borrower, or any Affiliate of the Borrower and is not a member of the immediate family of any such person.
(b)The Borrower shall not direct or participate in the management of any other Person’s operations other than in its capacity as owner of Equity Interests in the Borrower Subsidiaries, and (except to the extent permitted under the Service Provider Agreements) no other Person, other than the officers, trustees and owner of the Borrower, shall be permitted to direct or participate in the management of the Borrower. The Borrower shall cause each Borrower Subsidiary to (i) not direct or participate in the management of any other Person’s operations other than in its capacity as owner of Equity Interests in any other Borrower Subsidiaries and (ii) (except to the extent permitted under the Service Provider Agreements) prevent any other Person, other than the officers, trustees and owners of such Borrower Subsidiary, from directing or participating in the management of such Borrower.
(c)[Reserved]
Seventh Amended and Restated Credit Agreement    126

(d)The Borrower shall limit its business and activities to (i) the acquisition and ownership of the Borrower Subsidiaries and/or Aircraft, (ii) effectuating any Approved Restructuring, (iii) the sale of the Borrower Subsidiaries and/or Aircraft as and when permitted hereunder, (iv) entering into and performing under the Transaction Documents, (v) entering into and performing under the documents relating to, and taking other actions related to, any Portfolio Transaction or Lease, and (vi) business incidental to such activities. The Borrower will be permitted to guarantee the obligations under Leases of the Aircraft Owning Entities and the Applicable Intermediaries. The Borrower shall cause each Borrower Subsidiary to limit its business and activities to (i) the acquisition and ownership (or beneficial ownership) and lease of the Aircraft and/or the ownership of other Borrower Subsidiaries, (ii) the sale of the Aircraft as and when permitted hereunder, (iii) entering into and performing under the Transaction Documents, (iv) entering into and performing under the documents relating to, and taking other actions related to, any Portfolio Transaction (including any Approved Restructuring) or Lease, and (v) business incidental to such activities.
(e)The Borrower shall have stationery and other business forms separate from that of any other Person. The Borrower shall cause each Borrower Subsidiary to have stationery and other business forms separate from that of any other Person.
(f)The Borrower shall ensure that, to the extent that it, or any Borrower Subsidiary, jointly contracts with any of its equity holders or Affiliates to do business with vendors or service providers or to share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities and that each such entity shall bear its fair share of such costs and shall ensure that, to the extent that the Borrower, or any Borrower Subsidiary, contracts or does business with vendors or service providers where the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided and that each such entity shall bear its fair share of such costs.
(g)The Borrower shall at all times provide for its own operating expenses and liabilities from its own funds, shall not allow its funds to be diverted to any other Person or for any use other than the use of the Borrower and any Borrower Subsidiary, and shall not, except as may be expressly permitted by the Transaction Documents, allow its funds to be commingled with those of any other Person other than any Borrower Subsidiary. The Borrower shall cause each Borrower Subsidiary to at all times provide for its own operating expenses and liabilities from its own funds, not allow its funds to be diverted to any other Person or for other than the corporate use of such Borrower Subsidiary, and shall not, except as may be expressly permitted by the Transaction Documents, allow its funds to be commingled with those of any other Person, other than with the Borrower and any other Borrower Subsidiary.
(h)Except as otherwise required to effectuate an Approved Restructuring, the Borrower shall maintain its assets and transactions separately from those of any other Person, and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person. Except as otherwise required to effectuate an Approved Restructuring, the Borrower shall cause each Borrower Subsidiary to maintain its assets and transactions separately from those of any other Person and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of any other Person.
(i)The Borrower shall ensure that all transactions between the Borrower and any of its Affiliates shall be only on an arm’s-length basis (it being understood and agreed that the foregoing shall not prohibit transfers by the Borrower of Equity Interest in Aircraft Owning Entities to one or more newly formed Borrower Subsidiaries, or any related transactions, in connection with any Approved Restructuring). The Borrower shall cause each Borrower
Seventh Amended and Restated Credit Agreement    127

Subsidiary to ensure that all transactions between such Borrower Subsidiary and any of its Affiliates shall be only on an arm’s-length basis (it being understood and agreed that the foregoing shall not prohibit transfers by the Borrower of Equity Interest in Aircraft Owning Entities to one or more newly formed Borrower Subsidiaries, or any related transactions, in connection with any Approved Restructuring).
(j)The Borrower shall hold itself out to the public under its own name as a legal entity separate and distinct from any other Person, shall act solely in its own name and through its own authorized officers and agents, and no Affiliate of the Borrower shall be appointed to act as agent by the Borrower, except as may be expressly permitted by any agreements of the Borrower.
(k)The Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person other than it may guaranty the obligations of a Borrower Subsidiary. The Borrower shall cause each Borrower Subsidiary to not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for any obligations of any other Person, except as contemplated by the Transaction Documents.
(l)Except as provided herein, the Borrower shall not maintain, or allow any Borrower Subsidiary to maintain, any joint account with any other Person.
(m)The Borrower shall not make any payment or distribution of assets with respect to any obligation of any other Person, except the Borrower Subsidiaries, or grant any Lien on any of its assets to secure any obligation of any other Person. The Borrower shall not allow any Borrower Subsidiary to make any payment or distribution of assets with respect to any obligation of any other Person or grant any Lien on any of its assets to secure any obligation of any other Person other than the Obligations of the Borrower.
(n)The Borrower shall not make loans, advances or otherwise extend credit to any other Person (provided that the Borrower may guaranty obligations of its Subsidiaries), except on an arm’s-length basis, and shall not permit any Affiliate of the Borrower to advance funds to the Borrower or otherwise supply funds to, or guaranty debts of, the Borrower (provided that nothing in this clause (n) shall be construed as prohibiting Servicer Advances and advances under the AerCap Liquidity Facility to fund Approved Asset Improvements, and advances under the AerCap Sub Notes or as otherwise permitted under this Agreement), it being understood and agreed that the foregoing shall not prohibit any loans or advances made in connection with any Approved Restructuring or the repayment of such loans and advances in connection with a Portfolio Transaction, nor the provision of any Maintenance Reserves Eligible Letter of Credit, Liquidity Reserve Eligible Letter of Credit or Bond Amount. The Borrower shall not allow any Borrower Subsidiary to make loans, advances or otherwise extend credit to any other Person, except on an arm’s-length basis, and shall not permit any Affiliate of such Borrower Subsidiary, other than the Borrower, to advance funds to such Borrower Subsidiary or otherwise supply funds to, or guaranty debts of, such Borrower Subsidiary, it being understood and agreed that the foregoing shall not prohibit any loans or advances made in connection with any Approved Restructuring or the repayment of such loans and advances in connection with a Portfolio Transaction.
(o)The Borrower shall hold regular duly noticed meetings of the holders of its Equity Interests, no less than once annually, and make and retain minutes of such meetings. The Borrower shall cause each Borrower Subsidiary to hold regular duly noticed meetings of the holders of its Equity Interests, no less than once annually, and make and retain minutes of such meetings.
Seventh Amended and Restated Credit Agreement    128

(p)The Borrower shall file its own Tax Returns or, if it is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of the Borrower shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates. The Borrower shall cause each Borrower Subsidiary to file its own Tax Returns or, if such Borrower Subsidiary is a member of a consolidated group, will join in the consolidated return of such group as a separate member thereof and shall ensure that any financial reports required of such Borrower Subsidiary shall comply with GAAP and shall be issued separately from, but may be consolidated with, any reports prepared for any of its Affiliates.
(q)The Borrower shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person. The Borrower shall cause each Borrower Subsidiary to maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person.
(r)The Borrower shall comply with and exercise its rights under all provisions of the Operating Documents and Organizational Documents. The Borrower shall cause each Borrower Subsidiary to comply with all provisions of its Operating Documents and Organizational Documents.
SECTION 1.21 Purchase Agreement. The Borrower will not amend, waive or modify any provision of the AerCap-Borrower Purchase Agreement (other than any such amendment, waiver or modification which shall not affect, directly or indirectly, the rights, benefits and privileges of the Borrower or any Lender thereunder or the obligations and duties of AerCap thereunder) or waive the occurrence of any default under the AerCap-Borrower Purchase Agreement, without in each case the prior written consent of the Administrative Agent. The Borrower will perform all of its obligations under the AerCap-Borrower Purchase Agreement in all respects and will enforce all of its rights under the AerCap-Borrower Purchase Agreement (including without limitation, its rights to require a repurchase thereunder pursuant to Article 4.5 thereof), in accordance with its terms in all respects.
SECTION 1.22 Limitation on Certain Restrictions on Borrower Subsidiaries. The Borrower shall not, and shall not cause or permit any Borrower Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Borrower Subsidiary to (i) pay dividends or make any other distributions on its Equity Interests owned by the Borrower or any other Borrower Subsidiary or pay any Indebtedness owed to the Borrower or any other Borrower Subsidiary, (ii) make loans or advances to the Borrower or any other Borrower Subsidiary or (iii) transfer any of its properties to the Borrower or any other Borrower Subsidiary, except for such encumbrances or restrictions existing under or by reason of (x) a Requirement of Law, (y) this Agreement or any other Transaction Documents or (z) any Lease or any agreement regarding the sale of an Aircraft or a Borrower Subsidiary to be made in compliance with Section 10.8 hereof.
SECTION 1.23 Mergers, Etc.
Other than to the extent permitted by Section 10.8 hereof, the Borrower will not, and shall not cause or permit any Borrower Subsidiary to, amalgamate, merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person.
Seventh Amended and Restated Credit Agreement    129

SECTION 1.24 Distributions, Etc. The Borrower will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Equity Interests of the Borrower, or return any capital to its equity holders as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any of the Equity Interests of the Borrower or any warrants, rights or options to acquire any such Equity Interests, now or hereafter outstanding; provided, however, that the Borrower may declare and pay cash or other dividends on its Equity Interests to its equity holders from funds distributed to the Borrower pursuant to the Flow of Funds so long as (a) no Event of Default shall then exist or would occur as a result thereof, (b) such dividends are in compliance with all applicable law, and (c) such dividends have been approved by all necessary and appropriate entity action of the Borrower.
SECTION 1.25 Subsidiaries; Investments. The Borrower shall not, and shall not cause or permit any Borrower Subsidiary to, own, create or permit to exist any Subsidiary (except for Borrower Subsidiaries in existence as of the Initial Advance Date or Applicable Intermediaries or other Borrower Subsidiaries created after the Initial Advance Date provided that (i) such Applicable Intermediaries and other Borrower Subsidiaries comply with all representations, warranties and covenants hereunder regarding Borrower Subsidiaries and (ii) the beneficial interests in such Applicable Intermediaries have been pledged under the Security Trust Agreement), or otherwise purchase, own, invest in or otherwise acquire, directly or indirectly, any stock or other securities, or make or permit to exist any interest whatsoever in any other Person or permit to exist any loans or advances to any Person (other than Eligible Investments), other than loans to the Borrower or any Borrower Subsidiary.
SECTION 1.26 Guarantees. The Borrower shall not, and shall cause each Borrower Subsidiary not to, make, issue, or become liable on any Contingent Liabilities, except (a) the Security Trust Agreement and the other Transaction Documents, (b) guarantees of the Indebtedness allowed under Section 10.27, (c) endorsement in the ordinary course of business of negotiable instruments for deposit or collection and (d) in the case of the Borrower, guarantees of the obligations of Aircraft Owning Entities and Applicable Intermediaries.
SECTION 1.27 Indebtedness. The Borrower shall not, and shall cause each Borrower Subsidiary not to, incur or maintain any Indebtedness, other than the (a) the Obligations, (b) Indebtedness permitted under Section 10.25, (c) Indebtedness among Borrower Group Members, (d) accounts payable in the ordinary course of business so long as the payment therefor is due within one year, and (e) Indebtedness for the purpose of funding the acquisition of Aircraft Assets or Aircraft Owning Entities or Approved Asset Improvements or for other purposes approved by the Administrative Agent; provided that such Indebtedness is evidenced by an AerCap Sub Note.
SECTION 1.28 Organizational Documents. Except as otherwise required to effectuate an Approved Restructuring, the Borrower shall not, and shall not cause or permit any Borrower Subsidiary to, modify, amend, or alter any of its Organizational Documents or its Operating Documents without the prior written consent of the Administrative Agent.
Seventh Amended and Restated Credit Agreement    130

SECTION 1.29 Audits; Inspections. Until the date on which all Obligations are paid in full, and in any case not more frequently than four (4) times per calendar year (unless an Event of Default shall have occurred), each of the Borrower and the Servicer will, and the Borrower will cause the Borrower Subsidiaries to, at their respective expense from time to time during regular business hours as requested by the Administrative Agent, permit such Person or its agents or representatives (which shall not include independent public accountants) (i) subject to any limitations in a Lease, to conduct periodic inspections of the Aircraft, the Leases, the Related Security, the other Aircraft Assets and the related books and records and collections systems of the Borrower, the Servicer and any Borrower Subsidiary, as the case may be, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Borrower, the Servicer and any Borrower Subsidiary, as the case may be, relating to the Aircraft, the Leases, the Related Security and the other Aircraft Assets, and (iii) to visit the offices and properties of the Borrower, the Servicer and any Borrower Subsidiary, as the case may be, for the purpose of examining such materials described in clause (ii) above, and to discuss matters relating to Aircraft, the Leases, the Related Security, the other Aircraft Assets or the Borrower’s, the Servicer’s or any Borrower Subsidiary’s performance under the Transaction Documents or under the Leases with any of the officers or employees of the Borrower, the Servicer or any Borrower Subsidiary, as the case may be, having knowledge of such matters. In addition, upon the request of the Administrative Agent, no more than once per year (with such limitation applicable only prior to the occurrence of an Event of Default), the Borrower will, at its expense (not to exceed $50,000 in any calendar year prior to the occurrence of an Event of Default, after which such expense limitation shall no longer apply), appoint an agent or representative of the Administrative Agent, including a consulting arm of an accounting firm of independent public accountants (but otherwise not an independent public accountant), or utilize the representatives or auditors of the Administrative Agent, to prepare and deliver to the Administrative Agent, a written report with respect to the Aircraft and the Leases (including, in each case, the systems, procedures and records relating thereto) on a scope and in a form reasonably requested by the Administrative Agent.
SECTION 1.30 Use of Proceeds; Margin Regulations.
(a)Use of Proceeds. The proceeds of the Advances are to be used solely: (i) to refinance the Original Agreement Refinancing Amount, (ii) to finance the purchase by the Borrower from AerCap, on a “true sale” basis, of Equity Interests in Aircraft Owning Entities and Owner Participants, pursuant to the AerCap-Borrower Purchase Agreement, which interests AerCap has acquired from the applicable Sellers pursuant to the related Aircraft Acquisition Documents (collectively, the “Borrower Acquisition”), (iii) in the case of Improvement Advances, to finance a reimbursement or otherwise in respect of Approved Asset Improvement Costs, (iv) in the case of Critical Mass Event Advances and Increased Availability Advances, to utilize availability arising under this Agreement due to Critical Mass Advance Rate Adjustments or other changes in Advance Rate Adjustments and (v) in the case of Initial Advances, to pay certain expenses.
(b)Margin Regulations. The Borrower shall not permit the proceeds of any Advance to be used for any purpose which entails a violation of, or is inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve System of the United States.
SECTION 1.31 Accounting; Irish Tax Residency. The Borrower shall not, and shall not cause or permit any Borrower Subsidiary, to (i) change its Fiscal Year, or have any fiscal year other than the Fiscal Year or (ii) make or permit any change in accounting policies or reporting practices, without the consent of the Administrative Agent, except changes that are required by or in accordance with GAAP. In addition, the Borrower shall not take any affirmative action which would cause it to no longer be tax resident in Ireland.
Seventh Amended and Restated Credit Agreement    131

SECTION 1.32 Hedging Policy; Currency Risks.
(a)The Borrower shall maintain, as of and after the Effective Date, a hedging policy (“Hedging Policy”) consistent with the criteria and provisions set forth on Exhibit O hereto, and with any changes in such Hedging Policy to be made subject to the provisions set forth on Exhibit O.
(b)The Borrower further covenants and agrees to implement and comply with its Hedging Policy as in effect from time to time, by entering into Eligible Hedge Agreements with Eligible Counterparties as necessary to so comply. Notwithstanding anything to the contrary herein, the Borrower shall be permitted to amend any Hedge Agreement with a Lender (or its Affiliate) signing this Agreement as of the date hereof, or any assignee thereof (or its Affiliate), without the consent of the Administrative Agent or any Lender if such Hedge Agreement, as so amended, remains an Eligible Hedge Agreement.
(c)The Borrower agrees that it will not maintain Leases payable in Euros, with respect to Leases on Aircraft that in the aggregate have an Allocable Advance Amount exceeding $50,000,000.
SECTION 1.33 Maintenance Reserves Deficiency. The Borrower shall ensure that no Maintenance Reserves Deficiency shall exist at any time.
SECTION 1.34 Insurance.
(a)The Borrower shall maintain in full force and effect the Contingent Policy and shall maintain, and shall cause the Insurance Servicer and each Borrower Subsidiary to, maintain or cause to be maintained with respect to each Aircraft and all other Borrower Collateral all other insurance required pursuant to the Servicing Agreement.
(b)Neither the Contingent Policy, nor any policy implementing the Required Coverage Amount as described in subsection (d) below, shall be amended without the prior written consent of the Administrative Agent, which consent with respect to any amendment that does not adversely affect the coverages or other terms or protections provided by the Contingent Policy or such other policy, will not be unreasonably withheld or delayed.
(c)With respect to each Aircraft that is subject to an Eligible Lease, the Borrower shall deliver to the Administrative Agent copies of Lessee insurance certificates evidencing the insurance coverages required under the applicable Lease upon the earlier of the date such Aircraft becomes a Funded Aircraft and the date such Funded Aircraft is delivered to the applicable Eligible Carrier (and at the time thereafter, if any, that such Funded Aircraft becomes subject to a different Eligible Lease); provided that, with respect to the Aircraft in the Borrower’s Portfolio on the Effective Date, notwithstanding any other provision hereof, the parties hereto agree that the Borrower shall not be required to obtain or deliver until the next renewal date of the insurance policies for each such Aircraft (to the extent such Aircraft is in the Borrower’s Portfolio on such date) a new insurance certificate, which new insurance certificate will name the Administrative Agent (rather than the prior administrative agent) to the extent the Administrative Agent is required to be named pursuant hereto.
(d)The Borrower agrees that, to the extent that it shall have obtained the Required Coverage Amount in respect of a country to be included (or treated as if included) on the Approved Country List, that it will maintain such Required Coverage Amount in effect for so long as the Borrower’s Portfolio has exposure to such country.
Seventh Amended and Restated Credit Agreement    132

SECTION 1.35 Anti-Terrorism Law; Anti-Money Laundering. The Borrower shall not, nor shall it permit or cause any Borrower Subsidiary to:
(a)Anti-Terrorism Law. Directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 9.21, (ii) knowingly deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the any OFAC Law or Anti-Terrorism Law, or (iii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, Anti-Money Laundering Law or OFAC Law (and the Borrower, the Aircraft Owning Entities and the Owner Participants shall, and shall cause any Borrower Subsidiary to, deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming their compliance with this Section 10.35). The Borrower shall, promptly upon becoming aware, provide to the Administrative Agent details of any claim, proceeding, formal notice or investigation with respect to Sanctions relating to the Borrower, any Borrower Subsidiary or any of their officers or directors in connection with the transactions contemplated by this Agreement.
(b)Money Laundering. Cause or permit any of the funds of any of them that are used to repay the Advances to be derived from any unlawful activity or dealings with any Embargoed Person with the result that the making of the Advances would be in violation of any Anti-Money Laundering Laws or Sanctions.
SECTION 1.36 Embargoed Person and Use of Proceeds. The Borrower and each Borrower Subsidiary, will not, directly or indirectly use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any Advance or other transaction(s) contemplated by this Agreement to fund any trade, business or other activities (i) involving or for the benefit of any Embargoed Person or in any country or territory, that, at the time of such funding, is a Prohibited Country, (ii) in any other manner that would result in a violation of Sanctions by any Person (including a Person participating in any Advance hereunder, whether as underwriter, advisor, investor or otherwise) or (iii) for any purpose that would breach anti-bribery or anti-corruption laws and regulations. The Borrower shall not, nor shall it permit or cause any Borrower Subsidiary to, cause or permit (a) any of the funds or properties of any of them that are used to repay the Advances to constitute property of, or be beneficially owned directly or indirectly by, any Embargoed Person or (b) any Embargoed Person to have any direct or indirect interest of any nature whatsoever in any of the Borrower or any Borrower Subsidiary.
SECTION 1.37 Rating. If following the Conversion Date the outstanding principal amount of the Advances are in excess of $300,000,000, upon the request of the Majority Lenders, the Borrower shall use good faith efforts to obtain within 90 days of such request, and maintain at all times thereafter, a rating issued by Moody’s and S&P with respect to the Advances so long as such ratings are at least BBB- from S&P and Baa3 from Moody’s.
SECTION 1.38 LTV.
(a)On or prior to each LTV Determination Date, the Borrower shall provide to the Administrative Agent and the Lenders an LTV Certificate attaching three appraisals of the Base Value and the Current Market Value (each adjusted for actual maintenance status) from three Approved Appraisers with respect to each Aircraft then in the Borrower’s Portfolio, such appraisals to be as of a date within 45 days prior to the applicable LTV Determination Date.
Seventh Amended and Restated Credit Agreement    133

(b)If, on an LTV Determination Date, an LTV Trigger exists, then the Borrower shall cause an LTV Cure Date to occur on or prior to the third Payment Date following such LTV Determination Date.
(c)The Borrower may effect an LTV Cure in order to avoid an anticipated LTV Trigger or cure an existing LTV Trigger; provided that if any amount is deposited into the Liquidity Reserve Account or the Maintenance Reserve Account or if the amounts available under the Liquidity Reserve Eligible Letter of Credit or Maintenance Reserves Eligible Letter of Credit are increased, in each case for the purpose of effecting an LTV Cure, to the extent such amount deposited and/or increased would cause the aggregate amounts available in the Liquidity Reserve Account or the Maintenance Reserve Account, as applicable, and under such applicable letters of credit to be in excess of the Liquidity Reserve Maximum Amount or Maintenance Reserves Required Amount, respectively (the “Excess LTV Cure Amount”), then the Liquidity Reserve Maximum Amount or Maintenance Reserves Required Amount, as applicable, shall be deemed increased by the Excess LTV Cure Amount until an LTV Cure Date occurs on which the LTV does not exceed the Maximum LTV without regard to the amounts constituting the Excess LTV Cure Amount.
(d)In the case of any addition of Aircraft, including to effect an LTV Cure, the Borrower may request an Advance in the amount of $0 with respect thereto, and the Advance Date therefore shall occur upon satisfaction or waiver of all of the conditions to the making of an Advance relating to an Additionally Financed Aircraft set forth in Section 7.2 (other than clauses (a), (d)(ii) and (d)(iii) of Section 7.2) with respect to such added Aircraft as if an Advance with respect thereto had been made (and the Administrative Agent shall confirm the occurrence of such Advance Date in writing to the Borrower, with a copy to the Collateral Agent, which may be by email). Upon such Advance Date having occurred in accordance with the foregoing sentence (which, in order to effect an LTV Cure, shall have occurred on or prior to the relevant LTV Determination Date or LTV Cure Date), such Aircraft shall be considered an Aircraft and an Additionally Financed Aircraft in all respects.
ARTICLE XI

THE SERVICE PROVIDERS
SECTION 1.1 CRR. AerCap Ireland, as originator, covenants that on any date that the Outstanding Principal Amount of the Advances is greater than zero (1) it shall own an aggregate principal amount of the AerCap Sub Notes equal to or greater than the Required Holding, (2) it shall not enter into any credit risk mitigation or any short positions or any other hedges (except as permitted by the CRR) with respect to its ownership of the Required Holding and (3) it shall provide all data and information to a Lender or Conduit Lender which such Lender or Conduit Lender may reasonably request to the extent required in order for such Lender or Conduit Lender to comply with its obligations under Article 406 of the CRR.  By delivery of each Monthly Report, AerCap Ireland represents to each Lender or Conduit Lender that, as of the date of such Monthly Report, AerCap Ireland (a) owns an aggregate principal amount of the AerCap Sub Notes equal to or greater than the Required Holding and (b) is not a party to any credit risk mitigation or any short positions or any other hedges (except as permitted by the CRR) with respect to its ownership of the Required Holding.
“CRR” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 and any related guidelines and regulatory technical standards or implementing technical standards published by the European Banking Authority and adopted by the European Commission.
Seventh Amended and Restated Credit Agreement    134

“Required Holding” means the ownership of a principal amount of AerCap Sub Notes equal to a first loss position of 5% of the aggregate Adjusted Borrowing Value of the Aircraft (as most recently determined pursuant to this Agreement).
SECTION 1.2 Service Providers Not to Resign. No Service Provider shall resign from the obligations and duties imposed on it by this Agreement or the applicable Service Provider Agreements to which it is a party, except upon a determination that, by reason of a change in legal requirements, the performance of its duties under this Agreement or the applicable Service Provider Agreements, as the case may be, would cause it to be in violation of such legal requirements in a manner which would result in a material adverse effect on such Service Provider, and the Administrative Agent does not elect to waive the obligations of the Service Provider to perform the duties which render it legally unable to act or to delegate those duties to another Person. Any such determination permitting the resignation of the Service Provider shall be evidenced by an Opinion of Counsel to such effect delivered and acceptable to the Administrative Agent. No resignation of a Service Provider shall become effective until an entity acceptable to the Administrative Agent shall have assumed the responsibilities and obligations of such Service Provider.
ARTICLE XII

SERVICE PROVIDER TERMINATION EVENTS
SECTION 1.1 Servicer Termination Event. For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”:
(a)(i) Any failure by any Service Provider to make any deposit of funds to the Security Deposit Account, the Maintenance Reserve Account, or the Collection Account required to be made by the applicable Service Provider by the later of (A) ten (10) Business Days after such deposit is required under this Agreement or any other Credit Document; or (B) if such funds were not identifiable, when received, as being a payment related to an Aircraft Owned by a Borrower Group Member, five (5) Business Days after the applicable Service Provider has determined that such funds were a payment related to an Aircraft Owned by a Borrower Group Member or (ii) any failure by the Servicer to (x) deliver a Quarterly Report within ten (10) Business Days after the due date thereof or (y)  deliver a Monthly Report within two (2) Business Days after the due date thereof;
(b)Failure on the part of (i) the Insurance Servicer to maintain the insurance required by Section 10.34 hereof or (ii) any Service Provider, to duly observe or perform any covenants or agreements of such Service Provider set forth in this Agreement or the applicable Service Provider Agreement (other than those described in clause (a) above), or any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days;
(c)Any representation, warranty or statement of any Service Provider made in this Agreement or the applicable Service Provider Agreement, or any certificate, report or other writing delivered pursuant hereto or thereto shall prove to be untrue or incorrect in any material and adverse respect as of the time when the same shall have been made;
(d)The Servicer shall cease to be otherwise engaged (i.e., not solely due to the transactions financed hereby) in the aircraft leasing business;
(e)An Event of Bankruptcy shall have occurred with respect to any Service Provider or the Supporting Party;
Seventh Amended and Restated Credit Agreement    135

(f)AerCap Group shall fail to maintain a consolidated net worth calculated in accordance with GAAP equal to at least $2,000,000,000, or any Service Provider shall cease to be a direct or indirect Subsidiary of AerCap Holdings N.V. (or the successor parent entity described in the succeeding proviso in this sentence), provided that to the extent that AerCap Holdings N.V. is succeeded as the parent entity of AerCap Group and such successor entity issues a replacement supporting obligation, equivalent in form and substance, to both the Indemnification Agreement and the Purchase Agreement Guaranty, then the aforementioned consolidated net worth test will thereafter apply to such successor parent entity and its consolidated subsidiaries; or
(g)(i) The Indemnification Agreement shall, in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Supporting Party; or (ii) the Supporting Party shall, directly or indirectly, contest in writing the effectiveness, validity, binding nature or enforceability of the Indemnification Agreement, or (iii) the Supporting Party shall default in the performance of its obligations under the Indemnification Agreement.
Seventh Amended and Restated Credit Agreement    136

SECTION 1.2 Consequences of a Servicer Termination Event. If a Servicer Termination Event shall occur and be continuing, the Administrative Agent, by written notice given to any Service Provider, may and, at the direction of the Majority Lenders shall, terminate all of the rights and obligations of any one or more individual Service Providers, or all the Service Providers, under this Agreement and the Service Provider Agreements. On such date as is indicated in such written notice, or in a subsequent written notice given by the Administrative Agent to the applicable Service Providers, all authority, power, obligations and responsibilities of such Service Providers under this Agreement and the applicable Service Provider Agreements, automatically shall terminate and shall pass to, be vested in and become obligations and responsibilities of a successor Service Provider selected in accordance with Section 12.3; provided, however, that the successor Service Provider shall have no liability with respect to any obligation which was required to be performed by the prior Service Provider prior to the date that the successor Service Provider becomes the Service Provider or any claim of a third party based on any alleged action or inaction of the prior Service Provider. The successor Service Provider is authorized and empowered by this Agreement to execute and deliver, on behalf of the prior Service Provider, as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination. The prior Service Provider agrees to cooperate with the successor Service Provider in effecting the termination of the responsibilities and rights of the prior Service Provider under this Agreement and the applicable Service Provider Agreement, including, without limitation and at the prior Service Provider’s expense, in the case of the removal of the Cash Manager, to transfer to the successor Service Provider for administration by it of all cash amounts that shall at the time be held by the Cash Manager in trust for the Borrower, or have been deposited by any prior Service Provider, in the Security Deposit Account, the Maintenance Reserve Account, the Liquidity Reserve Account, any Non-Trustee Account and/or the Collection Account or thereafter received with respect to any Collections and the delivery to the successor Service Provider of all Records and computer data in readable form containing all information necessary to enable the successor Service Provider to perform its services under the applicable Service Provider Agreement including, with respect to the replacement of the Servicer, to service the Leases and the Aircraft and manage the interests of the Borrower, the Aircraft Owning Entities and the Owner Participants and otherwise assume the rights and obligations of the prior Service Provider under this Agreement and the applicable Service Provider Agreement; provided, however, that the prior Service Provider may retain copies of any items so delivered; and provided further that the prior Service Provider shall not be liable for any acts, omissions or obligations of any successor Service Provider. If requested by the Administrative Agent, in the event the Servicer is replaced it shall, and if the prior Servicer fails to, the successor Servicer or the Collateral Agent may, notify the Obligors and direct them to make all payments under the Leases directly to (x) the successor Servicer (in which event the successor Servicer shall process such payments in accordance with Section 8.1), or (y) to a lockbox established by the successor Servicer at the direction of the Administrative Agent, at the prior Servicer’s expense. The terminated Service Provider shall grant the Collateral Agent, the Administrative Agent and the successor Service Provider reasonable access within one (1) Business Day’s notice to the terminated Service Provider’s premises at the terminated Service Provider’s expense.
SECTION 1.3 Appointment of Successor Service Provider; New Service Provider Agreement.
Seventh Amended and Restated Credit Agreement    137

(a)On and after the time a Service Provider receives a notice of termination pursuant to Section 12.2 or Section 13.2(c), the Administrative Agent, at the written direction of the Majority Lenders, shall appoint any Eligible Service Provider as a successor Service Provider for such services, and shall have no liability to the Administrative Agent, the Lenders, the Borrower, the Aircraft Owning Entities, the Owner Participants or AerCap in doing so, to be the successor in all respects to the terminated Service Provider in its capacity as service provider under this Agreement and the applicable Service Provider Agreement and the transactions set forth or provided for in this Agreement and the applicable Service Provider Agreement, and such successor Service Provider shall be subject to all the responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the prior applicable Service Provider by the terms and provisions of this Agreement; provided, however, that such successor Service Provider shall not be liable for any acts, omissions or obligations of the applicable Service Provider prior to such succession or for any breach by such prior Service Provider of any of its representations and warranties contained in this Agreement or the applicable Service Provider Agreement or in any related document or agreement. Such successor shall take such action, consistent with this Agreement, and the applicable Service Provider Agreement, as shall be necessary to effectuate any such succession. The Borrower, the Aircraft Owning Entities and the Owner Participants shall enter into a market standard servicing agreement (or administrative agency agreement or cash management agreement, as applicable) with any successor Service Provider with market acceptance for the servicing of a portfolio of aircraft and aircraft leases in form and substance satisfactory to the Administrative Agent. If a successor Service Provider is acting as Service Provider hereunder, it shall be subject to termination under Section 12.2 or Section 13.2(c) hereof.
(b)If any successor Service Provider appointed by the Administrative Agent shall be legally unable to act as a Service Provider and the Administrative Agent shall not have, at the written direction of the Majority Lenders, appointed a successor Service Provider that is legally able and willing to act as Service Provider, such successor Service Provider may petition a court of competent jurisdiction to appoint any Eligible Service Provider as its successor. Pending such appointment, the outgoing Service Provider shall continue to act as Service Provider under the applicable Service Provider Agreement until a successor has been appointed and accepted such appointment.
(c)Any successor Service Provider shall be entitled to such compensation as the outgoing Service Provider would have been entitled to under the applicable Service Provider Agreement if the applicable Service Provider had not resigned or been terminated hereunder. If any successor Service Provider is appointed for any reason, the Administrative Agent and such successor Service Provider may agree on additional compensation to be paid by the Borrower to such successor Service Provider. In addition, any successor Service Provider shall be entitled to reimbursement by the Borrower of reasonable transition expenses incurred in acting as successor Service Provider under the relevant Service Provider Agreement.
(d)In the event of the termination of the rights and obligations of the a Service Provider (or any successor thereto) pursuant to Section 12.2 or Section 13.2(c), or a resignation by a Service Provider pursuant to this Agreement or the relevant Service Provider Agreement, such Service Provider shall be deemed to be the applicable Service Provider pending appointment of a successor Service Provider pursuant to this Section 12.3.
ARTICLE XIII

EVENTS OF DEFAULT
SECTION 1.1 Events of Default. Each of the following shall constitute an event of default (an “Event of Default”) under this Agreement:
Seventh Amended and Restated Credit Agreement    138

(a)(i)  Default by the Borrower in the payment of any principal of any Advance on the Stated Maturity Date, (ii) default by the Borrower in the payment within three (3) Business Days after the due date of any Yield on any Advance or any Commitment Fees payable to a Lender (including in each case, without limitation, due to the unavailability of funds to be distributed for such purpose on any Payment Date pursuant to the Flow of Funds); (iii) default by the Borrower in the payment within ten (10) Business Days after the due date of any Collateral Agent Fees and Expenses (including, without limitation, due to the unavailability of funds to be distributed for such purpose on any Payment Date pursuant to the Flow of Funds), or (iv) any failure by the Borrower to, or cause the Servicer to, make any deposit of funds to the Security Deposit Account, the Maintenance Reserve Account, the Liquidity Reserve Account or the Collection Account within three Business Days after receipt of notice thereof, provided that such three Business Days after notice grace period shall not apply to any such failure relating to the Liquidity Reserve Account;
(b)The Borrower, AerCap (other than in its capacity as the Servicer under this Agreement or the Servicing Agreement), or any Borrower Subsidiary shall fail to perform or observe any other term, covenant or agreement contained in this Agreement (other than those described in clause (a) above), or any other Credit Document on its part to be performed or observed and any such failure shall remain unremedied for thirty (30) days after the earlier of (i) the receipt by the Borrower of notice of such failure from the Administrative Agent, and (ii) the Borrower’s acquiring actual knowledge of such breach;
(c)Any representation or warranty of the Borrower, AerCap (other than in its capacity as the Servicer under this Agreement or the Servicing Agreement), or any Borrower Subsidiary (other than any representation or warranty of AerCap under the AerCap-Borrower Purchase Agreement the breach of which can be, and has been, cured by an indemnification payment under the AerCap—Borrower Purchase Agreement or under the Purchase Agreement Guaranty) made or deemed to have been made hereunder or in any other Credit Document or any written information or certificate furnished by or on behalf of the Borrower, AerCap, or any Borrower Subsidiary (other than any written information or certificate of AerCap furnished pursuant to the AerCap—Borrower Purchase Agreement the incorrectness of which can be, and has been, cured by an indemnification payment under the AerCap—Borrower Purchase Agreement or under the Purchase Agreement Guaranty) to the Collateral Agent, the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any other Credit Document (including, without limitation, any certificates delivered pursuant to Article VII and any Quarterly Report or Monthly Report) shall prove to have been incorrect or untrue in any material respect when made, and, within thirty (30) days, the circumstances or condition in respect of which such representation, warranty or statement was untrue or incorrect (if capable of elimination or otherwise curable) shall not have been eliminated or otherwise cured;
(d)An Event of Bankruptcy shall have occurred and remained continuing with respect to the Borrower or the Supporting Party;
Seventh Amended and Restated Credit Agreement    139

(e)One or more judgments, orders or decrees for the payment of money in an aggregate amount at any one time outstanding in excess of the lesser of (x) an amount equal to (1) the Adjusted Borrowing Value of all Aircraft less (2) the Outstanding Principal Amount and (y) $50,000,000 shall be entered against the Borrower or any Borrower Subsidiary (excluding any portion thereof that is Effectively Bonded) and either (i) there is a period of sixty (60) consecutive days during which such judgments, orders or decrees in excess of such aggregate amount shall not be paid, vacated, discharged, effectively stayed or Effectively Bonded (or such longer period during which there is no reasonable risk of a judgment creditor attaching or levying upon any Collateral to enforce any such judgment to the extent not a Permitted Lien) or (ii) such judgment, order or decree is final and non-appealable and enforcement proceedings shall have been commenced by a judgment creditor to levy upon any Collateral of the Borrower or any Borrower Subsidiary to enforce any such judgment in excess of such aggregate amount on or after the date any payment thereof is due and payable under the terms of such judgment, order or decree and shall not have been stayed within five (5) consecutive Business Days after the later of the date such enforcement proceedings are commenced and the date the Borrower becomes aware of such proceedings; provided that such five Business Day period shall not apply unless the Borrower is actively procuring either to repay the Advances in an amount sufficient to release the applicable Collateral or to post additional Collateral reasonably acceptable to the Administrative Agent;
(f)The Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower and such lien shall not have been released within thirty (30) days;
(g)(i) Any Credit Document shall (except in accordance with its terms, including under any termination rights), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower or any Borrower Subsidiary or the Supporting Party, as applicable; (ii) the Borrower, any Borrower Subsidiary, the Supporting Party shall, directly or indirectly, contest in writing the effectiveness, validity, binding nature or enforceability of any Credit Document; or (iii) any assignment or security interest granted by the Borrower or any Borrower Subsidiary under or in connection with any Credit Document or any of the transactions contemplated thereby shall, in whole or in part, cease to be a perfected, first priority assignment or security interest, as the case may be, against the Borrower or such Borrower Subsidiary or the Collateral Agent shall otherwise fail to have a first priority, perfected security interest in any Borrower Collateral, in each case in accordance with the Perfection Standards;
(h)Any Hedge Agreement is terminated by the counterparty thereunder on account of a default thereunder by the Borrower;
(i)Failure of the Borrower (or any Borrower Subsidiary, so long as it is an owner of Funded Aircraft) to maintain its legal existence;
(j)The Borrower is required to register as an investment company under the Investment Company Act of 1940;
(k)The Supporting Party shall have defaulted on its obligations under the Purchase Agreement Guaranty;
(l)AerCap shall cease to be a direct or indirect Subsidiary of AerCap Holdings N.V. unless AerCap Holdings N.V. is succeeded as the parent entity of AerCap Group and such successor entity issues a replacement supporting obligation, equivalent in form and substance, to both the Indemnification Agreement and the Purchase Agreement Guaranty;
Seventh Amended and Restated Credit Agreement    140

(m)Any breach of Section 10.38(b); or
(n)Failure by the Borrower to make a mandatory prepayment on the applicable Payment Date if required pursuant to Section 4.2(b)(iii).
SECTION 1.2 Effect of Event of Default.
(a)Optional Termination. Upon the occurrence of an Event of Default and so long as such Event of Default continues unremedied (other than an Event of Default described in Section 13.1(d)), the Administrative Agent shall, upon the direction of the Majority Lenders, give a default notice and declare the Facility Termination Date to have occurred.
(b)Automatic Termination. Upon the occurrence of an Event of Default described in Section 13.1(d), the Facility Termination Date shall be deemed to have occurred automatically.
(c)Service Provider Termination. Upon the occurrence of an Event of Default and so long as such Event of Default continues unremedied, if any member of the AerCap Group or any Affiliate of the Borrower is then serving as a Service Provider, the Administrative Agent shall, at the written direction of the Majority Lenders, by written notice to such Service Provider, terminate all of the Service Provider’s rights and obligations as Service Provider under the applicable Service Provider Agreement, and the Administrative Agent shall, at the written direction of the Majority Lenders, appoint a successor Service Provider in accordance with Section 12.3 (such termination to be effective as specified in this Agreement).
SECTION 1.3 Rights Upon the Facility Termination Date.
(a)Remedies. On the Facility Termination Date, all outstanding Advances under this Agreement, together with accrued Yield, and all other Obligations under this Agreement shall become immediately due and payable, without presentment, demand, protest, or notice of any kind. If the Borrower fails to pay in full all such accrued Yield, and all other Obligations on the Facility Termination Date, the Administrative Agent, shall, upon the direction of the Majority Lenders (and subject to Section 13.3(c)), exercise any of the following remedies (or direct the Collateral Agent in writing so to exercise):
(i)[Reserved].
(ii)Subject to any Obligors’ rights under the Leases, immediately sell or otherwise dispose of the Borrower Collateral in a commercially reasonable manner, in a recognized market (if one exists) at such price or prices as the Administrative Agent (acting at the direction of the Majority Lenders), may reasonably deem satisfactory and apply the proceeds thereof to the Obligations in the order of priority set forth in the Flow of Funds.
(iii)The parties recognize that it may not be possible to purchase or sell all of the Borrower Collateral on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market therefor may not be liquid. Accordingly, the Administrative Agent (acting at the direction of the Majority Lenders), may elect, acting at the direction of the Majority Lenders, the time and manner of liquidating any item of Borrower Collateral and nothing contained herein shall (A) obligate the Collateral Agent to liquidate any Borrower Collateral on the occurrence of the Facility Termination Date or to liquidate all of the Borrower Collateral in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of the Lenders.
Seventh Amended and Restated Credit Agreement    141

(iv)The Administrative Agent and the Lenders shall have, in addition to all the rights and remedies provided herein and provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a secured party under the Uniform Commercial Code of any applicable state, to the extent that the Uniform Commercial Code is applicable, and the right to offset any mutual debt and claim), all rights and remedies available to the Lenders in law, in equity, or under any other agreement between the Lenders and the Borrower.
(b)Excess Proceeds. Any amounts received from any sale or liquidation of the Borrower Collateral pursuant to this Section 13.3 in excess of the Obligations will be returned to the Borrower, its successors or assigns, or to whosoever may be lawfully entitled to receive the same or as a court of competent jurisdiction may otherwise direct.
(c)AerCap Sub Note Buyout. Prior to any sale or liquidation or other exercise of remedies against or in respect of the Borrower Collateral pursuant to this Section 13.3, the holder(s) of any AerCap Sub Note(s) may elect to purchase all, but not less than all, of the entire outstanding principal balance of the Advances, at a purchase price equal to the unpaid principal balance of such Advances, plus accrued interest thereon, together with any fees, indemnity amounts or other amounts owed the Lenders hereunder (and not including any amount in respect of expected but lost future benefit or profit). Such right shall be exercised by such holder(s) giving the Administrative Agent written notice of the intent to purchase such Advances within twenty (20) Business Days of the date that the Facility Termination Date has occurred or been declared, and the date on which such purchase is to be consummated, which shall be not more than ten (10) Business Days after delivery of such written notice. None of the Collateral Agent, the Administrative Agent nor any Lender may sell, liquidate or otherwise exercise remedies against or in respect of the Borrower Collateral prior to the end of such twenty and (if applicable) ten Business Day period.
The Administrative Agent shall promptly deliver a copy of each such purchase option notice that is timely given, to the Lenders and the Administrative Agent. On the date specified in the purchase option notice, the Lenders shall transfer, by an instrument of assignment suitable for such purpose, all of their right, title and interest in and to such Advances and any related Note, upon the tender to them of the purchase price specified above. If the applicable holder(s) of the AerCap Sub Note(s) fail to consummate the purchase of such Advances after giving a notice of intent, or fails to timely give a notice of intent, such holder(s) shall be deemed to have irrevocably waived the right to purchase such Advances.
ARTICLE XIV

THE ADMINISTRATIVE AGENT
SECTION 1.1 Authorization and Action. Each of the Lenders and the Conduit Lenders hereby appoints Credit Suisse NY as agent for purposes of the Transaction Documents and authorizes Credit Suisse NY, in such capacity, to take such action on its behalf under each Transaction Document and to exercise such powers, hereunder and thereunder as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto.
Seventh Amended and Restated Credit Agreement    142

SECTION 1.2 Exculpation. Neither the Administrative Agent (acting in such capacity under the Transaction Documents) nor any of its directors, officers, agents or employees shall be liable to any Lender or any Conduit Lender for any action taken or omitted to be taken by it or them under or in connection with the Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limiting the generality of the foregoing, the Administrative Agent: (a) may consult with legal counsel (including counsel for the Borrower and the Service Providers), independent certified public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (b) makes no warranty or representation to any Lender or any Conduit Lender, and shall not be responsible to any Lender or any Conduit Lender, for any statements, warranties or representations made by the Borrower or Service Providers, in or in connection with any Transaction Document; (c) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Transaction Document on the part of AerCap, the Borrower, any Service Provider or any of their respective Affiliates or to inspect the property (including the books and records) of AerCap, the Borrower, any Service Provider or any of their respective Affiliates; (d) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any Note, any other Transaction Document or any other instrument or document provided for herein or delivered or to be delivered hereunder or in connection herewith; and (e) shall incur no liability under or in respect of any Transaction Document by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by telex or facsimile transmission) believed by it to be genuine and signed or sent by the proper party or parties.
SECTION 1.3 Administrative Agent and Affiliates. The Administrative Agent, including, but not limited to, Credit Suisse NY and any of its Affiliates may generally engage in any kind of business with AerCap, the Borrower, the Service Providers, any Obligor, any of their respective Affiliates and any Person who may do business with or own securities of AerCap, the Borrower, the Service Providers, any Obligor or any of their respective Affiliates, all as if the Administrative Agent were not the Administrative Agent hereunder and without any duty to account therefor to any Lender or any Conduit Lender.
SECTION 1.4 Lender’s Credit Decision. Each Lender and Conduit Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any of its Affiliates or any other Lender or any Conduit Lender and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement. Each Lender and Conduit Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any of its Affiliates or any other Lender or Conduit Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement.
SECTION 1.5 Certain Matters Affecting the Administrative Agent.
(a)The Administrative Agent may rely and shall be protected in acting or refraining from acting upon any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(b)The Administrative Agent may consult with counsel, and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by the Administrative Agent under this Agreement in good faith and in accordance with such Opinion of Counsel.
Seventh Amended and Restated Credit Agreement    143

(c)Notwithstanding anything to the contrary, the Administrative Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation to this Agreement, at the request, order or direction of any Lender or any Conduit Lender pursuant to the provisions of this Agreement unless the Lender or Conduit Lender, as the case may be, shall have furnished to the Administrative Agent security or indemnity satisfactory to the Administrative Agent against the costs, expenses and liabilities that may be incurred therein or thereby.
(d)The Administrative Agent shall not be bound to make any investigation into the facts of matters stated in any resolution, certificate, statement, instrument opinion, report, notice, request, consent, order, approval, bond or other paper or documents, unless requested in writing to do so by the Majority Lenders; provided, however, that if the payment within a reasonable time to the Administrative Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Administrative Agent, not reasonably assured to the Administrative Agent by the security afforded to it by the terms of this Agreement, the Administrative Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request or, if paid by the Administrative Agent, shall be reimbursed by the Person making such request upon demand.
(e)The Administrative Agent may execute any of the trusts or powers under this Agreement or any other Transaction Document or perform any duties under this Agreement or any other Transaction Document either directly or by or through agents or attorneys or custodians. The Administrative Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by the Administrative Agent. The Administrative Agent shall not be responsible for any misconduct or negligence attributable to the acts or omissions of any Service Provider.
(f)The Administrative Agent may rely, as to factual matters relating to any Service Provider, on an officer’s certificate of the applicable Service Provider.
(g)The Administrative Agent shall not be required to take any action or refrain from taking any action under this Agreement, or any Transaction Document referred to herein, nor shall any provision of this Agreement or any such Transaction Document be deemed to impose a duty on the Administrative Agent to take action, if the Administrative Agent shall have been advised by counsel that such action is contrary to the terms of this Agreement or any Transaction Document or is contrary to law.
(h)The Borrower and the Service Providers hereby (i) acknowledge that the Lenders and Conduit Lenders have the right, in certain instances, to require the Administrative Agent to take or refrain from taking certain actions under the terms of this Agreement and the other Transaction Documents and (ii) agree that the Administrative Agent has no liability to the Borrower, or the Service Providers, with respect to taking or refraining from taking any such actions at the request of any Lender or Conduit Lender.
(i)When this Agreement or any other Credit Document provides that a right, consent, approval or duty is expressly stated to be exercisable or performable by the Administrative Agent, the parties hereto understand and agree that the Administrative Agent is entitled to exercise its rights under such provision without the consent of the Lenders or Conduit Lenders.
Seventh Amended and Restated Credit Agreement    144

(j)Except as otherwise expressly provided in this Agreement or the other Transaction Documents and without limitation of any provision requiring the Administrative Agent to obtain the instructions, consent or agreement of a percentage of the Lenders other than the Simple Majority prior to taking or refraining from any action, if the Administrative Agent shall request instructions from the Lenders with respect to any act or action (including the failure to take an action) under this Agreement or any of the other Transaction Documents, the Administrative Agent shall not be required to exercise any discretion or take any action (and shall be fully protected in so acting or refraining from acting) unless it has received instructions of the Lenders who are not affiliated with AerCap which have advanced (or whose Conduit Lenders have advanced) more than 50% of the Outstanding Principal Amount of all Advances held by Lenders who are not affiliated with AerCap (the “Simple Majority”), and the Administrative Agent shall follow such instructions and such instructions shall be binding upon all Lenders, Conduit Lenders and all holders of Notes; provided that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement, any other Transaction Document or applicable law.
SECTION 1.6 Administrative Agent Not Liable. The Administrative Agent makes no representations as to the validity or sufficiency of this Agreement, any Note or any other Transaction Document. The Administrative Agent shall at no time have any responsibility or liability for or with respect to the legality, validity or enforceability of any security interest in any Borrower Collateral, or the perfection and priority of such a security interest or the maintenance of any such perfection and priority or its ability to generate the payments to be distributed to Lenders or Conduit Lenders under this Agreement, including, without limitation, the existence, condition, location and ownership of any property; the performance or enforcement of any Lease; the compliance by the Borrower, AerCap, any Service Provider, or the Collateral Agent with any covenant or the breach by the Borrower, AerCap, any Service Provider or the Collateral Agent, of any warranty or representation made under this Agreement or any other Transaction Document or in any related document and the accuracy of any such warranty or representation prior to the Administrative Agent’s receipt of notice or other discovery of any noncompliance therewith or any breach thereof, any investment of monies by or at the direction of the Borrower or the applicable Service Provider, or any loss resulting therefrom (it being understood, however, that the Administrative Agent shall remain otherwise responsible for any Borrower Collateral that it may hold directly); the acts or omissions of the Borrower, any Service Provider, the Collateral Agent, AerCap or any Obligor, any action of a Service Provider taken in the name of AerCap, the Borrower or the Administrative Agent, the Lenders and/or the Conduit Lenders which are authorized to provide such instruction in accordance with this Agreement or any of the other Transaction Documents; provided, however, that the foregoing shall not relieve the Administrative Agent of its obligations to perform its duties under this Agreement. The Administrative Agent shall not be accountable for the use or application by the Borrower of any proceeds of the Advances, or for the use or application of any funds paid to a Service Provider in respect of the Leases or any other Aircraft Assets related to the Aircraft.
SECTION 1.7 Agent May Own Notes. The Administrative Agent in its individual or any other capacity may become the owner or pledgee of Notes or any rights evidenced by Section 15.5(a) with the same rights as it would have if it were not the Administrative Agent and may deal with the Service Providers in banking transactions with the same rights as it would have if it were not the Administrative Agent.
Seventh Amended and Restated Credit Agreement    145

SECTION 1.8 Resignation or Removal of Agent.
(a)Subject to the provisions of subsection (c) of this Section 14.8, any Person acting as Administrative Agent may at any time resign as Administrative Agent under this Agreement and the other Transaction Documents by giving thirty (30) days’ written notice thereof to the Service Providers, the Borrower and the Lenders. Upon receiving such notice of resignation, the Majority Lenders (with, so long as no Event of Default has occurred and is continuing, approval of the Borrower and, so long as no Servicer Termination Event has occurred and is continuing, the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrative Agent and the other copy of which instrument shall be delivered to the successor Administrative Agent. If no successor Administrative Agent shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Administrative Agent may petition any court of competent jurisdiction for the appointment of a successor Administrative Agent. The Borrower shall reimburse the resigning Administrative Agent pursuant to the Flow of Funds for all expenses that shall have been incurred by such resigning Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of resignation of such resigning Administrative Agent.
(b)If at any time the Administrative Agent shall be legally unable to act, or shall be adjudged a bankrupt or insolvent or a receiver of the Administrative Agent or of its property shall be appointed or any public officer shall take charge or control of the Administrative Agent or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Majority Lenders may remove the Administrative Agent. If the Administrative Agent shall have been removed under the authority of the immediately preceding sentence, the Majority Lenders (with approval of the Borrower and the Service Providers, not to be unreasonably withheld or delayed) shall promptly appoint a successor Administrative Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Administrative Agent so removed and the other copy of which instrument shall be delivered to the successor Administrative Agent. The Borrower shall reimburse the removed Administrative Agent pursuant to the Flow of Funds for all expenses which shall have been incurred by such removed Administrative Agent in accordance with this Agreement and the other Transaction Documents prior to the effective date of removal of such removed Administrative Agent.
(c)Any resignation or removal of the Administrative Agent and appointment of a successor Agent pursuant to any of the provisions of this Section 14.8 shall not become effective until acceptance of appointment by the successor agent as provided in Section 14.9.
Seventh Amended and Restated Credit Agreement    146

SECTION 1.9 Successor Administrative Agent. Any successor Administrative Agent appointed as provided in this Article XIV shall execute, acknowledge and deliver to the Borrower, the Service Providers and to its predecessor Administrative Agent an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Administrative Agent shall become effective and such successor Administrative Agent, without any further act, deed or conveyance (except as provided below), shall become fully vested with all the rights, power, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Administrative Agent; but, on request of the Borrower or any Service Provider, or the successor Administrative Agent, such predecessor Administrative Agent shall, upon payment of its expenses then unpaid, execute and deliver an instrument transferring to such successor Administrative Agent all of the rights, powers and trusts of the Administrative Agent so ceasing to act, and shall duly assign, transfer and deliver to such successor Administrative Agent all property and money held by such Administrative Agent so ceasing to act hereunder. Upon request of any such successor Administrative Agent, the Borrower shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Administrative Agent all such rights, powers and trusts. The predecessor Administrative Agent shall deliver to the successor Administrative Agent all documents and statements held by it under this Agreement or any Transaction Document; and the predecessor Administrative Agent and the other parties to the Transaction Documents shall amend any Transaction Document to make the successor Administrative Agent the successor to the predecessor Administrative Agent thereunder; and the applicable Service Provider and the predecessor Administrative Agent shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Administrative Agent all such rights, powers, duties and obligations. No successor Administrative Agent shall accept its appointment as provided in this Section 14.9 unless at the time of such acceptance such successor Administrative Agent shall be eligible under the provisions of Section 14.10. Upon acceptance of appointment by a successor Administrative Agent as provided in this Section 14.9, the Borrower shall mail notice by first-class mail of the appointment of the successor of such Administrative Agent and the address of the successor Administrative Agent’s corporate trust office under this Agreement to all Lenders and Conduit Lenders at their addresses as shown in the Account Register or such other address or such other address as shall be maintained for such Lender or Conduit Lender by the Administrative Agent. If the Borrower fails to mail such notice within ten (10) days after acceptance of appointment by the successor Administrative Agent, the successor Administrative Agent shall cause such notice to be mailed at the expense of the Borrower.
SECTION 1.10 Eligibility Requirements for Successor Agent. Any successor Administrative Agent under this Agreement shall be a corporation duly organized and validly existing under the laws of its jurisdiction of incorporation authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $500,000,000 and subject to supervision or examination by federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 14.10, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time any successor Administrative Agent shall cease to be eligible in accordance with the provisions of this Section 14.10, such successor Administrative Agent shall resign immediately in the manner and with the effect specified in Section 14.8.
SECTION 1.11 Merger or Consolidation of Agent. Any corporation into which the Administrative Agent may be merged or with which it may be consolidated, or any corporation resulting from any merger or consolidation to which the Administrative Agent shall be a party, or any corporation succeeding to the corporate trust business of the Administrative Agent, shall be the successor of the Administrative Agent under this Agreement, provided such corporation shall
Seventh Amended and Restated Credit Agreement    147

be eligible under the provisions of Section 14.10, without the execution or filing of any instrument or any further act on the part of any of the parties to this Agreement, anything in this Agreement to the contrary notwithstanding.
SECTION 1.12 Administrative Agent May Enforce Claims Without Possession of Notes. All rights of action and claims under this Agreement and/or the Notes may be prosecuted and enforced by the Administrative Agent, any Lender or any Conduit Lender without the possession of any Note or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Administrative Agent shall be brought in its own name as agent.
SECTION 1.13 Suit for Enforcement. If a Servicer Termination Event shall occur and be continuing, the Administrative Agent, in its discretion may (but shall have no duty or obligation so to proceed) proceed to protect and enforce its rights and the rights of the Lenders and the Conduit Lenders under this Agreement by a suit, action or proceeding in equity or at law or otherwise, whether for the specific performance of any covenant or agreement contained in this Agreement or in aid of the execution of any power granted in this Agreement or for the enforcement of any other legal, equitable or other remedy as the Administrative Agent, being advised by counsel, shall deem most effectual to protect and enforce any of the rights of the Administrative Agent, the Lenders or the Conduit Lenders.
SECTION 1.14 Indemnification of Agent. Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without relieving the Borrower of its obligation to do so), ratably according to the amount of the such Lender’s Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any other Transaction Document or any action taken or omitted by the Administrative Agent under this Agreement or any other Transaction Document; provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. Each party hereto hereby agrees that no Conduit Lender shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the relevant Granting Lender).
Seventh Amended and Restated Credit Agreement    148

SECTION 1.15 Erroneous Payment. If the Administrative Agent or the Collateral Agent (x) notifies a Lender or Secured Party (as defined in the Security Agreement), or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent or the Collateral Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent or the Collateral Agent) received by such Payment Recipient from the Administrative Agent or the Collateral Agent were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent or the Collateral Agent, as applicable, pending its return or repayment as contemplated below in this Section 14.15 and held in trust for the benefit of the Administrative Agent or the Collateral Agent, as applicable, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Administrative Agent or the Collateral Agent, as applicable, may, in its sole discretion, specify in writing), return to the Administrative Agent or the Collateral Agent, as applicable, the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent or the Collateral Agent, as applicable) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent or the Collateral Agent, as applicable, in same day funds at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent or the Collateral Agent, as applicable, to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)Without limiting the immediately preceding clause (a), each Lender, Secured Party or any Person who has received funds on behalf of a Lender or Secured Party (and each of their respective successors and assigns), agrees that if it (or a Payment Recipient on its behalf) receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent or the Collateral Agent, as applicable (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent or the Collateral Agent, as applicable (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent or the Collateral Agent, as applicable (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent or the Collateral Agent, as applicable, to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and
Seventh Amended and Restated Credit Agreement    149

(ii)such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent or the Collateral Agent, as applicable, of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent or the Collateral Agent, as applicable, pursuant to this Section 14.15(b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent or the Collateral Agent, as applicable, pursuant to this Section 14.15(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 14.15(a) or on whether or not an Erroneous Payment has been made
(c)Each Lender or other Secured Party hereby authorizes the Administrative Agent or the Collateral Agent, as applicable, to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Credit Document, or otherwise payable or distributable by the Administrative Agent or the Collateral Agent, as applicable, to such Lender or Secured Party under any Credit Document or from any other source against any amount that the Administrative Agent or the Collateral Agent, as applicable, has demanded to be returned under the immediately preceding clause (a).
(d)The parties hereto agree that (x) irrespective of whether the Administrative Agent or the Collateral Agent, as applicable, may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent or the Collateral Agent, as applicable, shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such Lender or Secured Party, as the case may be) under the Transaction Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower or any other Secured Party; provided that this Section 14.15 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent or the Collateral Agent, as applicable; provided further that, for the avoidance of doubt, the immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent or the Collateral Agent, as applicable, from the Borrower for the purpose of making such Erroneous Payment.
(e)Notwithstanding anything to the contrary contained herein, and for the avoidance of doubt, in no event shall the occurrence of an Erroneous Payment (or the existence of any Erroneous Payment Subrogation Rights or other rights of the Administrative Agent or the Collateral Agent, as applicable, in respect of an Erroneous Payment) result in the Administrative Agent or the Collateral Agent, as applicable, becoming, or being deemed to be, a Lender hereunder or the holder of any Advance hereunder.
Seventh Amended and Restated Credit Agreement    150

(f)To the extent permitted by applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent or the Collateral Agent, as applicable, for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.
(g)Each party’s obligations, agreements and waivers under this Section 14.15 shall survive the resignation or replacement of the Administrative Agent or the Collateral Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations (or any portion thereof) under any Credit Document.
Seventh Amended and Restated Credit Agreement    151

ARTICLE XV

ASSIGNMENTS
SECTION 1.1 Assignments. The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent. The Lenders shall have the right to assign and/or participate their respective Commitments and Advances with prior notice to the Borrower, but without the consent of the Borrower; provided, however, that, at any time prior to the occurrence of an Event of Default, (a) any assignee or participant shall not be an entity which, at the time of assignment or participation, competes with AerCap in a material manner in the leasing of commercial aircraft unless the Borrower has otherwise consented to such assignee or participant (an assignee or participant meeting such criteria, an “Eligible Assignee”), (b) the indemnities to which any such assignee or participant shall be entitled under Section 6.2 or 6.3 hereof shall not be greater at and as of the time of assignment or participation than the indemnity to which the assignor or participant grantor would have been entitled under Section 6.2 or 6.3 hereof had such assignment or participation not occurred, (c) any assignee or participant shall be a Qualifying Lender and (d) any assignor shall only be released from its Commitments to the extent provided in the immediately succeeding sentence. Upon the issuance of a Commitment to provide a portion of the Advances by any assignee of such Commitment of Lender, which assignee either (A) has a long term debt rating of at least “A” from S&P and/or “A2” from Moody’s, or a short term debt rating of at least “A-1” from S&P and/or “P-1” from Moody’s, or (B) has otherwise been consented to by the Borrower (such consent not to be unreasonably withheld or delayed), such Lender shall be released from the portion of its Commitment in an aggregate amount equal to the Commitment of such assignee. In addition, any Lender or any of its Affiliates may pledge or assign any of its rights under this Agreement and under the Transaction Documents to any federal reserve or central bank, including any Federal Reserve Bank within the United States, or if a Qualifying Lender at the time of such pledge or assignment, to any liquidity or credit support provider or any commercial paper conduit collateral trustee without notice to or consent of the Borrower or the Administrative Agent. In the case of any Lender that is a fund that invests in bank loans, such Lender may, without the consent of Borrower or the Administrative Agent, collaterally assign or pledge all or any portion of its rights under this Agreement and under the Transaction Documents, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities, in each case provided that each such holder is a Qualifying Lender. Upon the assignment by any Granting Lender of any of its rights and obligations under this Agreement, its Conduit Lender shall no longer (without any further action) have any rights hereunder arising after the time of such assignment relating to such assigned rights.
Notwithstanding the foregoing, any Conduit Lender shall have the right, at any time, to (and if so directed by its Granting Lender, shall) assign its rights hereunder to (x) any other Person who meets the requirements of a Conduit Lender, (y) to its Granting Lender or (z) to any Support Party therefore, in each case with consent of its Granting Lender and with prompt notice (but no later than the next Business Day) to the Borrower (which notice shall include any applicable notice information and any other reasonably detailed information required by the Borrower or the Administrative Agent to perform their obligations hereunder), but without the consent of the Borrower. Each Conduit Lender may disclose any non-public information relating to its Advances to any rating agency, commercial paper dealer or Support Party (any of which shall be informed of the confidential nature of the information). The identity and obligations of the Granting Lender with respect to the rights assigned by such Conduit Lender shall not be limited or otherwise affected by any such assignment by the Conduit Lender.
If the Borrower delivers a notice, request or payment to a Lender or Conduit Lender prior to receiving notice of an assignment by such Lender or Conduit Lender under this Section 15.1
Seventh Amended and Restated Credit Agreement    152

(together with any applicable information required to be delivered by such assignor or assignee relating to such assignment), the Borrower shall be deemed to have delivered such notice, request or payment to such assignee to the extent such assignee would otherwise be required to have received such notice, request or payment at a time earlier than the Borrower received such notice of the assignment (and related information).
SECTION 1.2 Documentation. The assignor and the assignee involved in an assignment referred to in Section 15.1 shall execute and deliver to the Administrative Agent an Assignment and Assumption, duly executed by each such party, and the assigning Lender shall promptly execute and deliver all further instruments and documents, and take all further action, that the assignee may reasonably request, in order to perfect, protect or more fully evidence the assignee’s right, title and interest in, and to enable the assignee to exercise or enforce any rights hereunder or under any applicable Note. The Administrative Agent shall promptly deliver to the Borrower a copy of each Assignment and Assumption that it receives pursuant to the terms of this Section 15.2.
SECTION 1.3 Rights of Assignee. The respective assignee receiving such assignment shall have all of the rights of such Lender hereunder and all references to the Lenders in Section 16.1 shall be deemed to apply to such assignee.
SECTION 1.4 Endorsement. Each Lender authorizes the Administrative Agent to, and the Administrative Agent agrees that it shall, endorse any applicable Note to reflect any assignments made pursuant to this Article XV or otherwise (but failure to endorse such Note shall not affect the right of any Lender hereunder).
SECTION 1.5 Registration; Registration of Transfer and Exchange.
(a)The Administrative Agent shall maintain an account or accounts evidencing the indebtedness of the Borrower to each Lender resulting from each Advance made by such Lender hereunder, including the amounts of principal and Yield payable and paid to such Lender from time to time hereunder (the “Account Register”). The entries made in such accounts shall be conclusive and binding for all purposes, absent manifest error.
(b)To the extent that any Lender has requested a Note pursuant to Section 2.5, the Administrative Agent shall provide for the registration of Notes in the Account Register and of transfer of such Notes.
(c)With respect to any Lender, the transfer of any commitment of any Lender and the rights to principal of, and interest on, any such commitment shall not be effective until such transfer is recorded on the Account Register maintained by the Administrative Agent with respect to ownership of such commitments prior to such recordation all amounts owing to the transferor with respect to such commitments shall remain owing to the transferor, notwithstanding the transfer of any Note or any notation on any Note.
(d)Each Person who has or who acquired a Note, any Advances and/or any Commitment shall be deemed by the acceptance or acquisition thereof to have (i) agreed to be bound by the provisions of this Section 15.5 and (ii) represented to the Administrative Agent that the transfer of such Advance and/or Commitment to such Person is exempt from registration or qualification under the Securities Act of 1933, as amended, and all applicable state securities laws and that such transfer does not constitute a “prohibited transaction” under ERISA (and agreed to deliver to the Administrative Agent evidence of the foregoing upon request the Administrative Agent).
Seventh Amended and Restated Credit Agreement    153

(e)At the option of the holder thereof, any Note may be exchanged for one or more new Notes of any authorized denominations and of a like aggregate principal amount at an office or agency of the Administrative Agent. Whenever any Notes are so surrendered for exchange, the Borrower shall execute the new Notes which the holder making the exchange is entitled to receive.
(f)Upon surrender for registration of transfer of any Note at an office or agency of the Administrative Agent, the Borrower shall, at the request of the applicable Lender, execute and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and aggregate principal amount.
(g)All Notes issued upon any registration of transfer or exchange of any Note in accordance with the provisions of this Agreement shall be the valid obligations of the Borrower, evidencing the same debt, and entitled to the same benefits under this Agreement, as the Note(s) surrendered upon such registration of transfer or exchange.
(h)Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Borrower or the Administrative Agent) be fully endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Administrative Agent, duly executed by the holder thereof or his attorney duly authorized in writing. Each such Note shall be accompanied by a statement providing the name of the transferee and indicating whether the transferee is subject to income tax backup withholding requirements and whether the transferee is the sole beneficial owner of such Notes.
(i)No service charge shall be made for any registration of transfer or exchange of Notes, but the Borrower may require payment from the transferee holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of exchange of Notes, other than exchanges pursuant to this Section 15.5.
(j)The holders of the Notes shall be bound by the terms and conditions of this Agreement.
SECTION 1.6 Mutilated, Destroyed, Lost and Stolen Notes.
(a)If any mutilated Note is surrendered to the Administrative Agent, the Borrower shall, at the request of the Administrative Agent, execute and deliver in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.
(b)If there shall be delivered to the Borrower and the Administrative Agent prior to the payment of any Note (i) evidence to its satisfaction of the destruction, loss or theft of such Note and (ii) such security or indemnity as may be required by them to save each of them and any of its agents harmless, then the Borrower shall, at the request of the Administrative Agent, execute and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.
(c)Upon the issuance of any new Note under this Section 15.6, the Borrower may require the payment from the transferor holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Administrative Agent) connected therewith.
(d)The provisions of this Section 15.6 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.
Seventh Amended and Restated Credit Agreement    154

SECTION 1.7 Cancellation. All Notes surrendered for payment or registration of transfer or exchange shall be delivered to the Administrative Agent, and shall be promptly canceled by it and may be destroyed pursuant to the Administrative Agent’s securities retention policies. The Borrower shall promptly deliver to the Administrative Agent for cancellation any Notes previously delivered hereunder which the Borrower may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Administrative Agent. No Notes shall be executed in lieu of or in exchange for any Notes canceled as provided in this Section 15.7, except as expressly permitted by this Agreement.
ARTICLE XVI

INDEMNIFICATION
SECTION 1.1 General Indemnity of the Borrower. Without limiting any other rights which any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, each Conduit Lender and each of their respective Affiliates, and each of their respective successors, transferees, participants and assigns (and successors, transferees, participants and assigns thereof) and all officers, directors, shareholders, controlling Persons, employees and agents of any of the foregoing (each of the foregoing Persons being individually called an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Indemnified Amounts”) awarded against or incurred by any of them arising out of or relating to any Transaction Document (or the Original Agreement or the Initial Agreement) or the transactions contemplated thereby or the use of proceeds therefrom by the Borrower, including (without limitation) in respect of the funding of any Advance or in respect of any Aircraft, excluding, however, (a) Indemnified Amounts to the extent determined by a final non-appealable decision of a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of any Indemnified Party or its Affiliate, (b) any Taxes, loss of Tax benefits, or costs incurred in contesting any Taxes or loss of Tax benefits (the related indemnities for which are set out solely in Section 6.3 of this Agreement), (c) any Indemnified Amounts the liabilities for which are explicitly set out in another provision of this Agreement or the Transaction Documents, including costs and expenses covered by Section 17.4 of this Agreement, and (d) any Indemnified Amounts that constitute a cost or expense that is required to be borne by any Indemnitee pursuant to any other explicit provision of the Transaction Documents. Without limiting the foregoing, but subject to the exclusions described in clauses (a), (b), (c) and (d) above, the Borrower agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of or relating to:
(i)the grant of a security interest to the Collateral Agent (for the benefit of the Lenders);
(ii)the breach of any representation or warranty made by the Borrower, any Service Provider, any Borrower Subsidiary (or any of their respective officers) under or in connection with this Agreement or the other Transaction Documents, any Quarterly Report, Monthly Report, officer’s certificate or any other information, report or certificate delivered by the Borrower or any Service Provider pursuant hereto or thereto, which shall have been false or incorrect in any material respect when made or deemed made;
(iii)the failure by the Borrower, any Service Provider or any Borrower Subsidiary to comply in any material way with any applicable law, rule or regulation with respect to any Aircraft or Lease, or the nonconformity of any Aircraft or Lease with any such applicable law, rule or regulation;
Seventh Amended and Restated Credit Agreement    155

(iv)the failure to vest and maintain vested in the Collateral Agent, for the benefit of the Lenders, a first-priority security interest in all the Borrower Collateral, free and clear of any Adverse Claim;
(v)the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Borrower Collateral;
(vi)any dispute, claim, offset or defense (other than discharge in bankruptcy) of an Obligor to the payment of any Lease (including, without limitation, a defense based on such Lease not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms);
(vii)the commingling of the proceeds of the Aircraft, the Leases or any other Borrower Collateral at any time with other funds;
(viii)any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Advances or the Ownership of the Aircraft, the Leases or any other Borrower Collateral;
(ix)any failure of the Borrower, any Service Provider, or any Borrower Subsidiary to comply with its covenants contained in this Agreement or any other Transaction Document; or
(x)any claim brought by any Person other than an Indemnified Party arising from any activity by the Borrower, any Service Provider, or any Borrower Subsidiary or any Affiliate of any of them in servicing, administering or collecting any Aircraft or Lease.
SECTION 1.2 Waiver of Consequential Damages, Etc. To the fullest extent permitted by any applicable Requirement of Law, none of the Borrower, the Service Providers, or any Borrower Subsidiary shall assert, and each of them hereby waives, any claim against any Indemnified Party, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Transaction Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Advance or the use of the proceeds thereof. No Indemnified Party shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Transaction Documents or the transactions contemplated hereby or thereby.
Seventh Amended and Restated Credit Agreement    156

ARTICLE XVII

MISCELLANEOUS
SECTION 1.1 No Waiver; Remedies. Neither the execution and delivery of this Agreement nor any failure on the part of any Lender, the Administrative Agent, the Collateral Agent, any Indemnified Party or any Affected Party to exercise, nor any delay by any such Person in exercising, any right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise by any such Person of any right, power or remedy hereunder preclude any other or further exercise thereof, or the exercise of any other right, power or remedy. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, each Lender is hereby authorized by the Borrower at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all obligations of the Borrower, now or hereafter existing under this Agreement, to the Administrative Agent, any Affected Party, any Indemnified Party or any Lender or their respective successors and assigns.
SECTION 1.2 Amendments, Waivers. Neither this Agreement nor any other Transaction Document, nor any provision hereof or thereof, may be waived, amended, supplemented or modified except, in each case, with the written consent of the Majority Lenders and Administrative Agent; provided, however, that no such waiver, amendment, supplement or modification shall be effective if the effect thereof would:
(i)waive, amend, supplement or modify any provision set forth in any of the following definitions without the consent of each of the Lenders: Additional Advance Commitment Period, Advance Rate, Amortization Period, Applicable Margin, Facility Limit, Base Advance Rate, Borrowing Base, Borrowing Base Deficiency, Conversion Date, Facility Termination Date, Liquidity Reserve Initial Required Amount, Liquidity Reserve Maximum Amount and Maximum Aggregate Principal Amount;
(ii)reduce the principal amount of any Advance or reduce the Yield payable in respect thereof, or reduce any fee payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender;
(iii)(A) change the Stated Maturity Date or any scheduled date of payment of any principal, (B) postpone the date for payment of any Obligation hereunder or (C) change the amount of, waive or excuse any such payment, without the written consent of each Lender affected thereby;
(iv)increase the maximum duration of Interest Periods hereunder, without the written consent of each Lender affected thereby;
(v)permit the assignment or delegation by AerCap, the Borrower or any of the Borrower Subsidiaries of any of its respective rights or obligations under any Transaction Document (except as delegated pursuant to the Service Provider Agreements), without the written consent of each Lender;
Seventh Amended and Restated Credit Agreement    157

(vi)release any material portion of the Collateral from the Lien of the Security Trust Agreement (other than in connection with a transfer, sale or other disposition permitted under Section 10.8 hereof or as otherwise provided in or contemplated by the Transaction Documents), or alter the relative priorities of the Obligations entitled to the Liens of the Security Trust Agreement, without the consent of each Lender;
(vii)change the amount of, or order of priority in which, payments of funds on deposit in the Collection Account, or the proceeds of draws from the Liquidity Reserve Account, are to be applied in accordance with the terms hereof, without the written consent of each Lender affected thereby;
(viii)change any provision in Section 4.4 or any other provision hereof in any manner which would alter the pro rata allocation among the Lenders of Advances to be made hereunder or repayments in respect thereof, in each case without the written consent of each Lender;
(ix)change any provision of this Section 17.2, without the consent of each Lender affected thereby;
(x)change the percentage set forth in the definition of Majority Lenders without the written consent of each Lender affected thereby;
(xi)change or waive any provision of Article XIV as the same applies to the Administrative Agent, or any other provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the written consent of the Administrative Agent;
(xii)change or waive any provision hereof as the same applies to the rights or obligations of the Administrative Agent, in each case without the written consent of the Administrative Agent;
(xiii)change or waive any provision hereof as the same applies to the rights, protections or obligations of the Collateral Agent or the Account Bank, in each case, without the written consent of the Collateral Agent or the Account Bank, respectively, or
(xiv)change any provision of Sections 2.8, 15.1, 17.12, 17.15 or 17.21 without the consent of each Lender.
The Borrower and the Service Providers agree to make such amendments to this Agreement from time to time as may be necessary to evidence the addition of a new Lender hereunder.
Seventh Amended and Restated Credit Agreement    158

SECTION 1.3 Notices, Etc.
(a)Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service or sent by telecopier, to the intended party at the address or telecopier number of such party set forth under its name on the signature pages hereof or at such other address or telecopier number as shall be designated by such party in a written notice to the other parties hereto. Notices sent by hand or overnight courier service shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).
(b)Electronic Communications. Notices and other communications to the Lenders hereunder may (subject to Section 17.3(c)) be delivered or furnished by electronic communication (including e mail and Internet or intranet websites); provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, the Collateral Agent, the Account Bank, the Borrower or the Servicer may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it (including as set forth in this Section 17.3(b) or Section 17.3(c)); provided that approval of such procedures may be limited to particular notices or communications; and provided further that any notices or other communications to be delivered to the Collateral Agent or the Account Bank shall, if delivered by electronic means, be delivered as a .PDF (Portable Document Format) or other attachment to email, unless otherwise agreed by the applicable parties.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
Seventh Amended and Restated Credit Agreement    159

Facsimile, documents executed, scanned and transmitted electronically and electronic signatures, including those created or transmitted through a software platform or application, shall be deemed original signatures for purposes of this Agreement and all other Transaction Documents and all matters and agreements related thereto, with such facsimile, scanned and electronic signatures having the same legal effect as original signatures. The parties agree that this Agreement or any other Transaction Document or any instrument, agreement or document necessary for the consummation of the transactions contemplated by this Agreement or the other Transaction Documents or related hereto or thereto (including, without limitation, addendums, amendments, notices, instructions, communications with respect to the wire transfer of funds or other communications) (“Executed Documentation”) may be accepted, executed or agreed to through the use of an electronic signature in accordance with applicable laws, rules and regulations in effect from time to time applicable to the effectiveness and enforceability of electronic signatures. Any Executed Documentation accepted, executed or agreed to in conformity with such laws, rules and regulations will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory hereto or thereto. When the Collateral Agent or the Account Bank acts on any Executed Documentation sent by electronic transmission, the Collateral Agent or the Account Bank will not be responsible or liable for any losses, costs or expenses arising directly or indirectly from its reliance upon and compliance with such Executed Documentation, notwithstanding that such Executed Documentation (a) may not be an authorized or authentic communication of the party involved or in the form such party sent or intended to send (whether due to fraud, distortion or otherwise) or (b) may conflict with, or be inconsistent with, a subsequent written instruction or communication; it being understood and agreed that the Collateral Agent and the Account Bank shall conclusively presume that Executed Documentation that purports to have been sent by an authorized officer of a Person has been sent by an authorized officer of such Person. The party providing Executed Documentation through electronic transmission or otherwise with electronic signatures agrees to assume all risks arising out of such electronic methods, including, without limitation, the risk of the Collateral Agent or the Account Bank acting on unauthorized instructions and the risk of interception and misuse by third parties.
Seventh Amended and Restated Credit Agreement    160

(c)Posting. Each of the Borrower and the Service Providers hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to such Person pursuant to this Agreement and any other Transaction Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for an Advance, (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder (all such non-excluded communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to such Person at the e-mail address of such party set forth under its name on the signature pages hereof or at such other e-mail address(es) provided to the Service Providers or the Borrower from time to time or in such other form, including hard copy delivery thereof, as such Person shall require. In addition, each of the Borrower and the Service Providers agrees to continue to provide the Communications to such Person in the manner specified in this Agreement or any other Transaction Document or in such other form, including hard copy delivery thereof, as such Person shall require. Nothing in this Section 17.3 shall prejudice the right of any party hereto to give any notice or other communication pursuant to this Agreement or any other Transaction Document in any other manner specified in this Agreement or any other Transaction Document or as any such party shall require. Also, nothing in this Section 17.3 shall be interpreted as requiring any Borrower Group Member or the Servicer to provide copies of Leases in a manner that would disclose Lease rentals thereon, although copies of Leases with rental redacted, and other portfolio information may be provided.
Each of the Borrower and the Service Providers further agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Platform is provided “as is” and “as available.” The Administrative Agent does not warrant the accuracy or completeness of the Communications, or the adequacy of the Platform and it expressly disclaims liability for errors or omissions in the communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent in connection with the Communications or the Platform. In no event shall the Administrative Agent have any liability to the Borrower, any Service Provider, or any of their Affiliates, any Lender or any other person for damages of any kind, including direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any transmission of communications through the Internet, except to the extent such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s gross negligence or willful misconduct.
(d)Conduit Lenders. Any Person delivering any notice to a Conduit Lender hereunder shall also deliver a copy of such notice to the applicable Granting Lender.
Seventh Amended and Restated Credit Agreement    161

SECTION 1.4 Costs and Expenses. In addition to the rights of indemnification granted under Section 16.1, the Borrower agrees to pay on demand, at any time on or after the Effective Date, all costs and expenses (other than with respect to Taxes, the indemnities for which are set out solely in Section 6.3 of this Agreement) in connection with the preparation, execution, delivery and administration of this Agreement, the other Transaction Documents, and the other documents and agreements to be delivered hereunder, and any amendments, waivers or consents executed in connection with this Agreement and/or the other Transaction Documents, including, without limitation, (i) the reasonable legal fees and disbursements of Vedder Price P.C., counsel to the Administrative Agent hereunder, and McCann FitzGerald and Conyers, Dill & Pearman Limited, (ii) the other reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders (the “Credit Parties”), including, without limitation, due diligence expenses, and printing, reproduction, document delivery and communication costs, each as incurred in connection with the transactions contemplated hereunder, or the preparation, review, negotiation, execution and delivery and/or enforcement of the Transaction Documents (but excluding legal fees and disbursements for any counsel other than the counsel described in clause (i) above and a single counsel in each applicable jurisdiction that is not a country listed on the current version of the Approved Country List), (iii) any amendments, waivers and consents (but not any assignments or participation agreements) executed in connection with the Transaction Documents, (iv) all costs and expenses, if any (including counsel fees and expenses), of the Credit Parties, in connection with the enforcement of the Transaction Documents, and (v) all costs and expenses (including counsel fees and expenses) of the Collateral Agent and the Account Bank. The Borrower shall pay all amounts under this Section 17.4 from time to time upon demand pursuant to the Flow of Funds and after the Borrower and the Service Providers have been furnished with reasonably detailed evidence thereof. The Borrower’s obligations under this paragraph shall survive any termination of this Agreement.
SECTION 1.5 Binding Effect; Survival. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, and the provisions of Article VI, Article XI and Article XVI shall inure to the benefit of the Indemnified Parties, respectively, and their respective successors and assigns; provided, however, nothing in the foregoing shall be deemed to authorize any assignment not permitted by Article XV. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time, after the Facility Termination Date when all Obligations have been finally and fully paid and performed. The rights and remedies with respect to any breach of any representation and warranty made by the Borrower pursuant to Article IX and the indemnification and payment provisions of Article VI and Article XVI and Section 17.4 shall be continuing and shall survive any termination of this Agreement, the payment of all amounts payable hereunder and any termination of any member of the AerCap Group’s rights to act as a Service Provider hereunder or under any other Transaction Document.
SECTION 1.6 Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement are provided solely for convenience of reference and shall not affect the meaning or interpretation of any provision of this Agreement. Unless otherwise indicated, references in this Agreement to any Section, Schedule or Exhibit are to such Section of or Schedule or Exhibit to this Agreement, as the case may be, and references in any Section, subsection, or clause to any subsection, clause or subclause are to such subsection, clause or subclause of such Section, subsection or clause.
SECTION 1.7 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
Seventh Amended and Restated Credit Agreement    162

SECTION 1.8 Governing Law; Venue.
(a)THIS AGREEMENT SHALL IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION, EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE INTERESTS OF THE COLLATERAL AGENT FOR THE BENEFIT OF THE LENDERS IN THE BORROWER COLLATERAL, THE PARENT COLLATERAL, OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.
(b)EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK SATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT.EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, LEGAL ACTION OR PROCEEDING ARISING DIRECTLY OR INDIRECTLY UNDER OR RELATING TO THIS AGREEMENT IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUCH COURT IS NOT A CONVENIENT FORUM FOR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING.
(c)EACH OF THE BORROWER AND THE SERVICE PROVIDERS AGREES THAT THE PROCESS BY WHICH ANY SUIT, ACTION OR PROCEEDING IS BEGUN MAY BE SERVED ON IT BY BEING DELIVERED IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN THE CITY OF NEW YORK TO NATIONAL REGISTERED AGENTS, INC., WITH AN OFFICE ON THE DATE HEREOF AT 875 AVENUE OF THE AMERICAS, SUITE 501, NEW YORK, NEW YORK 10001, AND EACH OF THEM HEREBY APPOINTS NATIONAL REGISTERED AGENTS, INC. ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF SUCH SERVICE OF LEGAL PROCESS.
SECTION 1.9 Counterparts.
(a)Counterparts; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier or electronic means, including by email with a pdf copy thereof attached, shall be effective as delivery of an original executed counterpart of this Agreement.
Seventh Amended and Restated Credit Agreement    163

(b)Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Transaction Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
SECTION 1.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE LENDERS OR ANY OTHER AFFECTED PERSON OR INDEMNIFIED PARTY. THE BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER TRANSACTION DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND THE LENDERS ENTERING INTO THIS AGREEMENT AND EACH SUCH OTHER TRANSACTION DOCUMENT.
SECTION 1.11 Third Party Beneficiary. This Agreement shall only inure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns and no third party is entitled to benefit from this Agreement or the terms hereof.
SECTION 1.12 No Proceedings. Each of the Service Providers and the Collateral Agent agrees that it will not institute against the Borrower or any Borrower Subsidiary, or join any other Person in instituting against the Borrower or any Borrower Subsidiary, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) so long as any Advances or other amounts due from the Borrower hereunder shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Advances or other amounts shall be outstanding. The foregoing shall not limit such Person’s right to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any Person other than such Person.
(b)Each of the parties hereto agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any insolvency proceeding (namely, any proceeding of the type referred to in the definition of Event of Bankruptcy) so long as any commercial paper issued by such any Conduit Lender shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any commercial paper issued by such Conduit Lender shall have been outstanding. The foregoing shall not limit a Person’s right to file any claim in or otherwise participate in any such proceedings instituted by any Person other than such Person.
(c)The provisions of this Section 17.12 shall survive the termination of this Agreement.
Seventh Amended and Restated Credit Agreement    164

SECTION 1.13 ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
SECTION 1.14 Resolution of Drafting Ambiguities. Each of the Borrower and the Service Providers acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of the Transaction Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.
SECTION 1.15 Confidentiality
(a)Unless otherwise required by applicable law, the Borrower and the Service Providers each agrees to maintain the confidentiality of the financial terms and conditions of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby and the identity of the parties hereto, to the other Transaction Documents and otherwise participating in such transactions; provided that this Agreement may be disclosed to (i) third parties to the extent such disclosure is made pursuant to a written agreement of confidentiality in form and substance reasonably satisfactory to the Administrative Agent, (ii) the Borrower’s legal counsel and auditors and (iii) any Government Entity if required by law.
Seventh Amended and Restated Credit Agreement    165

(b)Each of the Administrative Agent, the Collateral Agent, the Account Bank (in each case, for itself and not on behalf of any Lender or other party hereto) and each of the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, advisors and other representatives (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates or as required by the rules of any stock exchange on which its shares or those of its Affiliates are listed (including the Japanese central bank, in the case of a Lender organized under the laws of Japan, or any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Transaction Document or any action or proceeding relating to this Agreement or any other Transaction Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 17.15(b), to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) any rating agency for the purpose of obtaining a credit rating applicable to any Lender or affiliate thereof, commercial paper dealer or Support Party (any of which shall be informed of the confidential nature of the information), (h) to the Borrower, any member of the AerCap Group or any of their respective Subsidiaries or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 17.15(b) or (y) becomes available to the Administrative Agent, the Collateral Agent, the Account Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than a member of the AerCap Group, the Borrower, a Service Provider or any of their respective Subsidiaries. For purposes of this Section, “Information” means all information received from AerCap or any member of the AerCap Group, the Borrower or any of their respective Subsidiaries relating to AerCap, the AerCap Group, the Borrower or any of their respective Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, the Collateral Agent, the Account Bank or any Lender on a nonconfidential basis prior to disclosure by AerCap, any member of the AerCap Group, the Borrower or any of their respective Affiliates. Any person required to maintain the confidentiality of Information as provided in this Section 17.15(b) shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person would accord to its own confidential information.
SECTION 1.16 USA Patriot Act Notice The Administrative Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies the Borrower and AerCap that pursuant to the requirements of the Patriot Act, such Person is required to obtain, verify, and record information that identifies the Borrower and AerCap, which information includes the name and address of the Borrower and AerCap and other information that will allow such Person to identify the Borrower and AerCap in accordance with the Patriot Act.
Seventh Amended and Restated Credit Agreement    166

SECTION 1.17 Compliance with Applicable Law In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions including but not limited to those relating to the funding of terrorist activities and money laundering, including without limitation , Section 326 of the USA PATRIOT Act of the United States (“Applicable Laws”), the Collateral Agent and the Account Bank are required to obtain, verify and record and update certain information relating to individuals and entities which maintain a business relationship with the Collateral Agent or the Account Bank. Accordingly, each of the parties hereto agrees to provide the Collateral Agent and the Account Bank, upon its request from time to time, such identifying information or documentation as may be available for such party in order to enable the Collateral Agent and the Account Bank to comply with Applicable Laws.
SECTION 1.18 Collateral Agent/Account Bank Protections. The rights, protections and indemnities of the Collateral Agent as set forth in the Security Trust Agreement shall be incorporated in this Section 17.18 for the benefit of the Collateral Agent and the Account Bank, as applicable, as though explicitly set forth in this Section 17.18.
SECTION 1.19 Termination
(a)Termination. The Borrower may, at its option, terminate this Agreement and the other Credit Documents (collectively, the “Termination”); provided that:
(i)the Borrower has prepaid the Outstanding Principal Amount and paid all Yield accrued thereon, all accrued Fees and all other Obligations (collectively, the “Termination Payment”);
(ii)the Borrower shall have provided to the Administrative Agent and each Lender at least five Business Days’ prior written notice of the Termination Payment and Termination; and
(iii)either (x) the Termination Payment and Termination shall occur after the first anniversary of the Effective Date or (y) the Borrower shall have paid to the Lenders (on a pro rata basis), a fee equal to the aggregate Commitment Fees that, but for the occurrence of the Termination, would have been payable under the Fee Letter with respect to the period commencing on the date of the Termination and ending on the first anniversary of the Effective Date (such Commitment Fees to be calculated assuming that the Outstanding Principal Amount shall be zero during such period).
SECTION 1.20 Judgment Currency In respect of any judgment or order given or made for any amount due under this Agreement or any other Credit Document that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Obligors will indemnify the Administrative Agent and any Lender against any loss incurred by them as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange, as quoted by the Administrative Agent or by a known dealer in the judgment currency that is designated by the Administrative Agent, at which the Administrative Agent or such Lender is able to purchase United States dollars with the amount of the judgment currency actually received by the Administrative Agent or such Lender. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars.
Seventh Amended and Restated Credit Agreement    167

SECTION 1.21 Limited Recourse to Conduit Lenders
(a)No recourse under any obligation, covenant or agreement of a Conduit Lender as contained in any Credit Document shall be had against any incorporator, stockholder, member, affiliate, officer, employee or director of a Conduit Lender (other than the related Granting Lender), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of each Conduit Lender contained in any Credit Document are solely corporate or limited liability company obligations of such Conduit Lender and that no personal liability whatsoever shall attach to or be incurred by the incorporators, stockholders, members, affiliates, officers, employees or directors of such Conduit Lender, under or by reason of any of the respective obligations, covenants or agreements of such Conduit Lender (other than the related Granting Lender) contained in any Credit Document, or implied therefrom, and that any and all personal liability of every such incorporator, stockholder, member, affiliate, officer, employee or director of such Conduit Lender (other than the related Granting Lender) with respect to any such obligation, covenant or agreement (including arising out of any breach thereof by such Conduit Lender), which liability may arise either at common law or in equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.
(b)Each of the parties to this Agreement hereby (i) acknowledges and agrees that the Conduit Lenders shall have no obligation to pay any amounts under this Agreement unless and until such Conduit Lender shall have received such amounts pursuant to this Agreement and (ii) agrees that the Conduit Lender shall have no obligation to pay any amounts constituting fees, a reimbursement for expenses, or indemnities (collectively, “Expense Claims”), and such Expense Claims shall not constitute a claim (as defined in Section 101 of Title 11 of the United States Bankruptcy Code or any similar law in another jurisdiction) against the Conduit Lender, unless or until the Conduit Lender has received amounts sufficient to pay such Expense Claims pursuant to this Agreement and such amounts are not required to pay the indebtedness of the Conduit Lender; provided in each case that the Granting Lender relating to such Conduit Lender shall have all obligations that a Conduit Lender would have but for this clause (b).
(c)The provisions of this Section 17.21 shall survive the termination of this Agreement.
SECTION 1.22 Continuing Liens Notwithstanding the refinancing of the Original Agreement Refinancing Amount pursuant hereto, the parties hereto hereby agree that the Liens created pursuant to the Security Trust Agreement and the other Credit Documents prior to such refinancing shall continue in full force and effect and shall not be terminated or released as a result of such refinancing.
SECTION 1.23 Direction to Execute The Administrative Agent and each of the undersigned Lenders hereby irrevocably requests and directs the Collateral Agent to execute and deliver this Agreement and the Seventh Omnibus Amendment to Security Trust Agreement and Service Provider Agreements, dated as of February 25, 2022 among the Borrower, the Borrower Subsidiaries party thereto, AerCap, AASL, CML, the Administrative Agent and the Collateral Agent, and to take any and all further action necessary or appropriate to give effect to the transactions contemplated hereby and thereby, as the case may be.
Seventh Amended and Restated Credit Agreement    168

SECTION 1.24 Acknowledgement and Consent to Bail-In of Affected Financial Institutions.
Notwithstanding anything to the contrary in any Transaction Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Transaction Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)the effects of any Bail-In Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Transaction Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
By its making of a portion of the Advances, each Lender (including the respective successors and permitted assignees of each Lender), to the extent permitted by law, waives any and all claims against the Collateral Agent and the Account Bank for, agrees not to initiate a suit against the Administrative Agent, the Collateral Agent or the Account Bank in respect of, and agrees that none of the Administrative Agent, the Collateral Agent or the Account Bank shall be liable for, any action that the Administrative Agent, the Collateral Agent or the Account Bank takes, or abstains from taking, in either case in accordance with the exercise of the Write-Down and Conversion Powers by the applicable Resolution Authority with respect to the Advances.
By its making of a portion of the Advances, each Lender (including the respective successors and permitted assignees of each Lender), acknowledges and agrees that, upon the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority, (a) none of the Administrative Agent, the Collateral Agent or the Account Bank shall be required to take any further directions from the Administrative Agent (in the case of the Collateral Agent and the Account Bank) and/or the Lenders under the terms of this Agreement or any other Transaction Document unless secured or indemnified to its satisfaction, and that they may not direct the Administrative Agent, the Collateral Agent or the Account Bank to take any action whatsoever, including without limitation, any challenge to the exercise of Write-Down and Conversion Powers or a request to call a meeting or take any other action under this Agreement or the other Transaction Documents in connection with the exercise of Write-Down and Conversion Powers unless secured or indemnified to its satisfaction and (b) this Agreement and the other Transaction Documents shall not impose any duties upon the Administrative Agent, the Collateral Agent or the Account Bank whatsoever with respect to the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority.
Seventh Amended and Restated Credit Agreement    169

The Borrower’s obligations to indemnify the Administrative Agent, the Collateral Agent and the Account Bank in accordance with the terms of this Agreement and the other Transaction Documents shall survive the exercise of the Write-Down and Conversion Powers by the applicable Resolution Authority (but, for the avoidance of doubt, the foregoing shall not constitute any increase or addition to the Borrower’s indemnity obligations as set forth in the Transaction Documents).
The parties hereto agree that they will not amend, change or modify this Section 17.24 and the related rights, immunities, indemnities and protections of the Administrative Agent, the Collateral Agent and the Account Bank without the Administrative Agent’s, the Collateral Agent’s or the Account Bank’s written consent, as the case may be.
SECTION 1.25 Acknowledgement Regarding any Supported QFCs.
To the extent that the Credit Documents provide support, through a guarantee or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Credit Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Lender that fails to make an Advance when required pursuant to the terms of this Agreement shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.
As used in this Section 17.25, the following terms have the following meanings:
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).
Seventh Amended and Restated Credit Agreement    170

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
SECTION 1.26 Specified Aircraft. Notwithstanding anything to the contrary herein or in any other Transaction Document:
(a)The Base Advance Rate, Borrowing Base and Base Value for each Specified Aircraft shall be 0%, $0 and $0, respectively.
(b)No provision herein or in any other Transaction Document shall prohibit, restrict or require conditions to any sale, transfer or other disposition of any Specified Aircraft (or part thereof) or the Equity Interest in any Borrower Subsidiary owning such Specified Aircraft (and not directly or indirectly owning or leasing any other Aircraft). The parties hereto (in the case of the Collateral Agent, at the Administrative Agent’s direction, which the Administrative Agent shall provide) shall cooperate at the cost of the Borrower with any actions or documentation releasing the Collateral Agent’s security interests in such Specified Aircraft, such Equity Interest, and the related Lease (and other related Collateral) to the extent reasonably requested by a Borrower Group Member or Service Provider in connection with such sale, transfer or other disposition.
(c)Unless an Event of Default has occurred and is continuing, all amounts (“Specified Aircraft Proceeds”) received and whether or not on deposit in an account maintained with the Account Bank in connection with, derived from or otherwise relating to a Specified Aircraft (including, without limitation, all Lease payments, indemnity payments, drawings under letters of credit, guarantees and other collateral security relating to a Lease, payments relating to a Lease restructuring, claim recoveries, sale proceeds, insurance proceeds, and amounts maintained in the Maintenance Reserve Account and the Security Deposit Account, in each case attributable to such Aircraft), shall be paid and applied to or at the direction of the Borrower (including to cure a Maintenance Reserves Deficiency or to make payments of interest, principal and premium, if any, on one or more AerCap Sub Notes and of accrued interest on the AerCap Liquidity Facility), provided that the Borrower may elect, in its sole discretion, to retain all or a portion of such funds in the Collection Account; provided further that the Borrower shall direct any indemnity payment or insurance proceeds received by a Borrower Group Member and on deposit in an account maintained with the Account Bank but payable to an indemnified or insured person other than a Borrower Group Member be paid to such other person.
(d)No Specified Aircraft Proceeds (whether or not retained in the Collection Account) shall constitute Collections or Available Collections unless the Borrower shall so elect.
(e)The Borrower may, and the parties hereto shall cooperate with any reasonable request by the Borrower to, establish one or more separate accounts of an applicable Borrower Group Member with a bank (other than the Account Bank) in which only Specified Aircraft Proceeds may be deposited (which may include a confirmation of consent to a Lessee as to changed payments instructions), which shall not be required to be subject to a security interest of the Collateral Agent, and neither the Collateral Agent nor the Account Bank shall have any obligation or liability in connection with such accounts or the funds on deposit therein.
Seventh Amended and Restated Credit Agreement    171

(f)To the extent a Borrower Group Member is required to make payments of costs or expenses attributable to a Specified Aircraft (including fees and expenses of the Servicer and other applicable advisors and service providers), such costs or expenses shall be paid solely out of Specified Aircraft Proceeds, amounts in the accounts referred to in clause (e) above (if any), amounts the Borrower received pursuant to the Flow of Funds, Servicer Advances or advances under an AerCap Sub Note.
(g)Neither the Collateral Agent nor the Account Bank shall have any responsibility for, or liability in connection with, identifying, monitoring, segregating or maintaining the portion of the amounts on deposit in the Collection Account or other accounts maintained with the Account Bank that constitute Specified Aircraft Proceeds. Any instruction of the Borrower to the Collateral Agent or the Account Bank pursuant to Section 17.26(c), (d) or (f) shall specifically state that it is being delivered pursuant to Section 17.26(c), (d) or (f), as the case may be, and, by delivery thereof, the Borrower shall be deemed to have confirmed that such instruction has been given in compliance with the applicable terms and provisions of this Agreement; it being understood and agreed that the Collateral Agent and the Account Bank shall be entitled to conclusively rely on such deemed confirmation and the instruction received by it without independent inquiry, investigation or consent of the Administrative Agent or any other Person.
For the avoidance of doubt, the foregoing shall not prejudice the obligations of the Borrower under Section 4.2(b)(i) with respect to the conversion of an Aircraft to a Specified Aircraft.
[Signature pages follow.]
Seventh Amended and Restated Credit Agreement    172

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.
AERFUNDING 1 LIMITED, as Borrower
By:    /s/ Adrian Wrafter    
Name: Adrian Wrafter    
Title: Director    
AerFunding 1 Limited
Clarendon House
2 Church Street
Hamilton, HM 11
Bermuda
Attention: Company Secretary
Facsimile No.: 441-292-4720 / 295-1861
with a copy to:
AerCap Administrative Services Limited
4450 Atlantic Avenue
Westpark,
Shannon
County Clare,
Ireland
Attention: Company Secretary
Facsimile No.: +353 61 723850


Seventh Amended and Restated Credit Agreement

AERCAP IRELAND LIMITED
By:    /s/ Patrick Treacy    
Name: Patrick Treacy    
Title: Director    
AerCap Ireland Limited
4450 Atlantic Avenue
Westpark,
Shannon
County Clare,
Ireland
Attention: Company Secretary
Facsimile No.: +353 61 723850
AERCAP ADMINISTRATIVE SERVICES LIMITED
By:    /s/ Donald McGowan    
Name: Donald McGowan    
Title: Director    
AerCap Administrative Services Limited
4450 Atlantic Avenue
Westpark,
Shannon
County Clare,
Ireland
Attention: Company Secretary
Facsimile No.: +353 61 723850

Attention: Company Secretary
Facsimile No.: +353 61 723850

Seventh Amended and Restated Credit Agreement

CASH MANAGER LIMITED
By:    /s/ Patrick Treacy    
Name: Patrick Treacy    
Title: Director    
Cash Manager Limited
AerCap Ireland Limited
4450 Atlantic Avenue
Westpark,
Shannon
County Clare,
Ireland
Attention: Company Secretary
Facsimile No.: +353 61 723850
Attention: Company Secretary
Facsimile No.: +353 61 723850

Seventh Amended and Restated Credit Agreement

CREDIT SUISSE AG, NEW YORK BRANCH, as Administrative Agent
By:    /s/ Patrick Duggan    
Name: Patrick Duggan    
Title: Director    

By:    /s/ Jonathan Boltuch    
Name: Jonathan Boltuch    
Title: Vice President    

Signature Page - Seventh Amended and Restated Credit Agreement

CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, as a Lender
By:    /s/ Patrick Duggan    
Name: Patrick Duggan    
Title: Authorized Signatory    

By:    /s/ Jonathan Boltuch    
Name: Jonathan Boltuch    
Title: Authorized Signatory    

Signature Page - Seventh Amended and Restated Credit Agreement

Apple Bank for Savings, as a Lender
By:    /s/ Dana R. MacKinnon    
Name: Dana R. MacKinnon    
Title: Senior Vice President    

Signature Page - Seventh Amended and Restated Credit Agreement

DBS Bank Ltd, as a Lender
By:    /s/ Cheng Yu Hua    
Name: Cheng Yu Hua    
Title: Attorney-in-fact    

Signature Page - Seventh Amended and Restated Credit Agreement

Bank of America, N.A., as a Lender
By:    /s/ Bradley J. Sohl    
Name: Bradley J. Sohl    
Title: Managing Director    

Signature Page - Seventh Amended and Restated Credit Agreement

Fifth Third Bank, National Association, as a Lender
By:    /s/ Andrew D. Jones    
Name: Andrew D. Jones    
Title: Managing Director    

Signature Page - Seventh Amended and Restated Credit Agreement

HSBC Bank plc, as a Lender
By:    /s/ Philip E. Lewis    
Name: Philip E. Lewis    
Title: Global Head of Export Finance    

Signature Page - Seventh Amended and Restated Credit Agreement

ING BANK BRANCH OF ING-DIBA
AG, as a Lender
By:    /s/ Brett Clark    
Name: Brett Clark    
Title: Director    

By:    /s/ Hugo Kanters    
Name: Hugo Kanters    
Title: Managing Director    

Signature Page - Seventh Amended and Restated Credit Agreement

THE KOREA DEVELOPMENT Bank, as a Lender
By:    /s/ Miniune Kim    
Name: Miniune Kim    
Title: Team Head    

Signature Page - Seventh Amended and Restated Credit Agreement

KDB IRELAND DAC, as a Lender
By:    /s/ Tae Hee Kim    
Name: Tae Hee Kim    
Title: Managing Director    

KDB IRELAND DAC
Ground Floor
Russell House,
Stokes Place,
St Stephen’s Green,
Dublin, D02 WK49,
Ireland
Attention: Managing Director
Telephone: 353-1 475 3644
Facsimile No.: 353-1 475 3658

Signature Page - Seventh Amended and Restated Credit Agreement

Key Bank, NA, as a Lender
By:    /s/ Richard Andersen    
Name: Richard Andersen    
Title: Senior Vice President    

Signature Page - Seventh Amended and Restated Credit Agreement

National Westminster Bank plc, as a Lender
By:    /s/ Joe Taylor    
Name: Joe Taylor    
Title: Managing Director    

Signature Page - Seventh Amended and Restated Credit Agreement

PNC Bank, National Association, as a Lender
By:    /s/ Nina Austin    
Name: Nina Austin    
Title: Senior Vice President    

Signature Page - Seventh Amended and Restated Credit Agreement

ROYAL BANK OF CANADA, as a Lender
By:    /s/ Edward V. Westerman    
Name: Edward V. Westerman    
Title: Authorized Signatory    


By:    /s/ Lisa Wang    
Name: Lisa Wang    
Title: Authorized Signatory    

Signature Page - Seventh Amended and Restated Credit Agreement

SCOTIABANK (IRELAND)
DESIGNATED ACTIVITY COMPANY, as a Lender
By:    /s/ Michael Weinberg    
Name: Michael Weinberg    
Title: Associate Director    


By:    /s/ Maxime Comeau    
Name: Maxime Comeau    
Title: Managing Director    

Signature Page - Seventh Amended and Restated Credit Agreement

Societe Generale, as a Lender
By:    /s/ Eva Baylis    
Name: Eva Baylis    
Title: Associate    



Signature Page - Seventh Amended and Restated Credit Agreement

BANCO SANTANDER, S.A., as a Lender
By:    /s/ [Illegible]    
Name: [Illegible]    
Title: Attorney    


By:    /s/ Alvaro Baillo    
Name: Alvaro Baillo    
Title: Attorney    

Signature Page - Seventh Amended and Restated Credit Agreement

CITIBANK, N.A., as a Lender
By:     /s/ Louise O’Mara    
Name: Louise O’Mara    
Title: Managing Director    

Attention:
Louise O’Mara
Phone: +353 1622-6607
e-mail: louise.omara@citi.com
Nicholas Hendy
Phone: +44 (20) 798-65594
e-mail: nicholas.skjold.hendy@citi.com
Maeve Lawrence
Phone: +353 1622-0469
e-mail: maeve.lawrence@citi.com

Signature Page - Seventh Amended and Restated Credit Agreement

PNP PARIBAS, as a Lender
By:    /s/ Antoine Treguer    
Name: Antoine Treguer    
Title: Aviation Finance Group    


By:    /s/ Céline Chatainier    
Name: Céline Chatainier    

Signature Page - Seventh Amended and Restated Credit Agreement

Morgan Stanley Bank, N.A., as a Lender
By:    /s/ Stephen March    
Name: Stephen March    
Title: Authorized Agent    

Signature Page - Seventh Amended and Restated Credit Agreement

THOMAS CREEK CAPITAL CORPORATION, as a Conduit Lender
By:    /s/ Carey D. Sean    
Name: Carey D. Sean    

Signature Page - Seventh Amended and Restated Credit Agreement

DEUTSCHE BANK TRUST COMPANY AMERICAS, as Collateral Agent and as Account Bank
By:    /s/ Ronaldo Reyes    
Name: Ronaldo Reyes    
Title: Vice President    


By:    /s/ Timothy Johnson    
Name: Timothy Johnson    
Title: Assistant Vice President    
Signature Page - Seventh Amended and Restated Credit Agreement

Appendix I
Portfolio Limitations and Eligible Aircraft

TABLE 1
Aircraft TypeMaximum Aircraft Type Concentration Percentage
A320-200 and A320 NEO (combined)75%
A321 NEO40%
A330 NEO25%
B737-800 and B737 MAX (combined)75%
A35040%
B787-8, B787-9 and B787-10 (combined)40%
E190-E2 and E195-E2 (combined)20%


Seventh Amended and Restated Credit Agreement    App I-1

Base Advance Rates:
TABLE 2
Aircraft TypeBase Advance Rate while Critical Mass does not existBase Advance Rate while Critical Mass exists
Adjusted Book ValueAdjusted Appraised Base ValueAdjusted Appraised Market ValueAdjusted Book ValueAdjusted Appraised Base ValueAdjusted Appraised Market Value
A320-200*65.0%65.0%65.0%70.0%70.0%70.0%
A320 NEO65.0%65.0%65.0%70.0%70.0%70.0%
A321 NEO65.0%65.0%65.0%70.0%70.0%70.0%
E190-E265.0%65.0%65.0%70.0%70.0%70.0%
E195-E265.0%65.0%65.0%70.0%70.0%70.0%
B737-800*65.0%65.0%65.0%70.0%70.0%70.0%
B737 MAX65.0%65.0%65.0%70.0%70.0%70.0%
A330 NEO65.0%65.0%65.0%70.0%70.0%70.0%
A35065.0%65.0%65.0%70.0%70.0%70.0%
B787-865.0%65.0%65.0%70.0%70.0%70.0%
B787-965.0%65.0%65.0%70.0%70.0%70.0%
B787-1065.0%65.0%65.0%70.0%70.0%70.0%

* No Additionally Financed Aircraft is permitted to be this aircraft type.
[continues next page]


Seventh Amended and Restated Credit Agreement    App I -2

Geographical Diversification:

Country Concentration Limits
CountryPercentage
United States40%
United Kingdom30%
Countries rated BBB/Baa2 (or the equivalent) or better (1)20%
India15%
Other15%(3)

Region Concentration Limits
RegionPercentage
Any Developed Market Region (2)50%
Any Emerging Market Region other than Asia (2)35%
Emerging Market Asia (2)45%
Other (2)20% (3)
Asia/Pacific (2)55%

(1) Based on the sovereign foreign currency debt rating assigned by the rating agencies to the country in which a Lessee is domiciled at the time the relevant lease is executed
(2)    The designations of Emerging Markets and Developed Markets are set out below, as may be amended by the Borrower from time to time based on, among other things, gross domestic product levels, regulation of foreign ownership of assets, applicable regulatory environment, exchange controls and perceived investment risk; provided that the Borrower shall have received the written consent of the Administrative Agent to such amendment, which the Administrative Agent shall provide if such requested amendment is consistent with a similar designation determined and published by Morgan Stanley Capital International or other information source as shall be acceptable to the Administrative Agent.
(3)    In addition, within the “Other” designation, no more than 5% shall be leased to Lessees or Affiliates thereof domiciled in “Other” countries in Africa.


Seventh Amended and Restated Credit Agreement    App I -3

RegionCountry
Developed Markets
Europe
EU (except Bulgaria, Cyprus, Czech Republic, Estonia, Hungary, Latvia, Lithuania, Luxembourg, Malta, Poland, Romania, Slovakia and Slovenia), Iceland, Norway, United Kingdom and Switzerland
North AmericaCanada and United States
PacificAustralia, Hong Kong, Japan, New Zealand and Singapore

Region (continued)
Country (continued)
Emerging Markets
AsiaChina, Guam, India, Indonesia, Macau, Malaysia, Pakistan, Philippines, South Korea, Sri Lanka, Taiwan, Thailand, Vietnam
Europe, Africa and Middle East
Bahrain, Bulgaria, Channel Islands, Croatia, Cyprus, Czech Republic, Egypt, Estonia, Hungary, Israel, Jordan, Kuwait, Latvia, Lithuania, Malta, Morocco, Oman, Poland, Qatar, Russia, Saudi Arabia, South Africa, Slovakia, Slovenia, Tunisia, Turkey and United Arab Emirates
Latin AmericaArgentina, Bermuda, Brazil, Cayman Islands, Chile, Colombia, Costa Rica, El Salvador, Guatemala, Jamaica, Mexico, Panama, Peru, Puerto Rico, Trinidad & Tobago and Venezuela
OtherAll other countries (generally those that have small or underdeveloped capital markets)




Seventh Amended and Restated Credit Agreement    App I -4

APPENDIX II
LenderCommitment ($)
Credit Suisse AG, Cayman Islands Branch235,000,000
Bank of America, N.A.230,000,000
Fifth Third Bank, National Association230,000,000
Morgan Stanley Bank, N.A.185,000,000
Royal Bank of Canada135,000,000
ING Bank, a branch of ING-DiBa AG135,000,000
Scotiabank (Ireland) Designated Activity Company115,000,000
Citibank N.A.90,000,000
BNP Paribas90,000,000
Societe Generale90,000,000
HSBC Bank plc90,000,000
DBS Bank Ltd.90,000,000
KeyBank NA90,000,000
National Westminster Bank PLC75,000,000
PNC Bank N.A.75,000,000
Banco Santander, S.A.40,000,000
Apple Bank for Savings40,000,000
The Korea Development Bank30,000,000
KDB Ireland DAC10,000,000
Total2,075,000,000


Designation of Conduit Lenders:
Granting LenderConduit Lender
Credit Suisse AG, Cayman Islands BranchThomas Creek Capital Corporation


Seventh Amended and Restated Credit Agreement    App II -1


EXHIBIT A
Form of Advance Request
[OMITTED]



Seventh Amended and Restated Credit Agreement    Sch 2-1

EXHIBIT A-1
FORM OF INITIAL ADVANCE REQUEST
[OMITTED]

Annex-1


EXHIBIT B
FORM OF NOTE
[OMITTED]

Exh. B-1
[Note]


EXHIBIT C
Form of Assignment and Assumption

[OMITTED]


Seventh Amended and Restated Credit Agreement    Annex 1-1

EXHIBIT D
Form of Quarterly Report

[OMITTED]

Seventh Amended and Restated Credit Agreement    Exh. D-1


- 2 -
EXHIBIT E
Form of AerCap Sub Note
[OMITTED]

Subordinated Note

EXHIBIT F
Form of LTV Certificate

[OMITTED]

Seventh Amended and Restated Credit Agreement    Exh. D-2


EXHIBIT G
[Reserved]


Seventh Amended and Restated Credit Agreement    Exh. G-1


EXHIBIT H
Form of Monthly Report
[OMITTED]
















Seventh Amended and Restated Credit Agreement    Exh. H-2


EXHIBIT I
[Reserved]



Seventh Amended and Restated Credit Agreement    Exh. I-1


EXHIBIT J
Form of Accession Agreement
[OMITTED]



Seventh Amended and Restated Credit Agreement    Exh. K-1


EXHIBIT K
Forms of Opinions of Counsel

to Borrower Group/AerCap
[OMITTED]



Seventh Amended and Restated Credit Agreement    Exh. J-2


EXHIBIT L
[Reserved]



Seventh Amended and Restated Credit Agreement    Exh. L-1


EXHIBIT M
[Reserved]

Seventh Amended and Restated Credit Agreement    Exh. M-1


EXHIBIT N
[Reserved]

Seventh Amended and Restated Credit Agreement    Exh. N-1


EXHIBIT O
AerFunding 1 Limited Hedging Policy

[OMITTED]

Seventh Amended and Restated Credit Agreement    Exh. O-1


EXHIBIT P
[Reserved]

Seventh Amended and Restated Credit Agreement    Exh. P-1

EXHIBIT Q
Forms of limited liability company agreement, trust agreement and corporate constituent documents

[OMITTED]

Seventh Amended and Restated Credit Agreement    Exh. Q-1

SCHEDULE I
List of Aircraft

[OMITTED]

Seventh Amended and Restated Credit Agreement    Sch. I-1

SCHEDULE II
List of Aircraft Owning Entities, the Aircraft Owned
by Such Aircraft Owning Entities and the associated
Owner Participants and Owner Trustees
[OMITTED]

Seventh Amended and Restated Credit Agreement    Sch. II-1


SCHEDULE III
List of Leases
[OMITTED]


Seventh Amended and Restated Credit Agreement    Sch. III - 1

SCHEDULE IV
Approved Country List
[OMITTED]

Seventh Amended and Restated Credit Agreement    Sch. IV - 1


SCHEDULE V
[Reserved]
Seventh Amended and Restated Credit Agreement    Sch. V - 1


SCHEDULE VI
Account Details

[OMITTED]
Seventh Amended and Restated Credit Agreement    Sch. VI - 1


SCHEDULE VII
The Initial Advance Schedule delivered in the Initial Advance Request shall replace this Schedule VII:

[OMITTED]

Seventh Amended and Restated Credit Agreement    Sch. VII-1

SCHEDULE VIII
Capitalization and Subsidiaries
[OMITTED]

Seventh Amended and Restated Credit Agreement    Sch. VIII-1

Exhibit 2.52
EXECUTION VERSION
TERM LOAN CREDIT AGREEMENT
dated as of
November 5, 2021
among
SETANTA AIRCRAFT LEASING DAC, as Borrower,
AERCAP HOLDINGS N.V., as an Obligor,
AERCAP IRELAND LIMITED, as an Obligor,
SETANTA AVIATION HOLDINGS LIMITED, as an Obligor,
CULANN AIRCRAFT LEASING LIMITED, as an Obligor,
DAGDA AIRCRAFT LEASING LIMITED, as an Obligor,
the Owner Subsidiaries identified herein, as Obligors,
the Intermediate Lessees identified herein, as Obligors,
the lenders identified herein, as Lenders,
CITIBANK, N.A., as Administrative Agent,
CITIBANK, N.A., as Collateral Agent,
and
CITIBANK, N.A., and
GOLDMAN SACHS BANK USA
as Joint Mandated Lead Arrangers and Joint Structuring Agents
and
BOFA SECURITIES, INC.,
DEUTSCHE BANK SECURITIES INC., MORGAN STANLEY SENIOR FUNDING, INC.,
and RBC CAPITAL MARKETS, LLC
as Joint Lead Arrangers
Term Loan Credit Agreement

TABLE OF CONTENTS
Page
- i -
Term Loan Credit Agreement

- ii -
Term Loan Credit Agreement

- iii -
Term Loan Credit Agreement


SCHEDULES:
Schedule 3.14 – Transaction Party Information
Schedule 3.17(a) – PS Pool Aircraft
Schedule 3.17(b) – Leases
Schedule 9.01 – Notices
EXHIBITS:
Exhibit A – Commitments and Applicable Percentages
Exhibit B – Form of Security Agreement
Exhibit C – Form of Assignment and Assumption
Exhibit D-1A – Form of Closing Date Opinion of Milbank LLP
Exhibit D-2A – Form of Release Date Opinion of Milbank LLP
Exhibit D-1B – Form of Closing Date Opinion of McCann FitzGerald
Exhibit D-2B – Form of Release Date Opinion of McCann FitzGerald
Exhibit D-1C – Form of Closing Date Opinion of Morris, Nichols, Arsht & Tunnell LLP
Exhibit D-1D – Form of Closing Date Opinion of NautaDutilh N.V.
Exhibit D-1E – Form of Closing Date Opinion of Morris James LLP
Exhibit D-1F – Form of Closing Date Opinion of Parr Brown Gee & Loveless, PC
Exhibit E – Form of Note
Exhibit F – Form of Administrative Questionnaire
Exhibit G – Form of LTV Certificate
Exhibit H – Form of Release Request
Exhibit I – Form of Obligor Assumption Agreement

- iv -
Term Loan Credit Agreement

TERM LOAN CREDIT AGREEMENT (this “Agreement”) dated as of November 5, 2021 among Setanta Aircraft Leasing DAC, a designated activity company incorporated under the laws of Ireland with limited liability under registered number 696204 (the “Borrower”), AerCap Holdings N.V., a public company with limited liability incorporated under the laws of The Netherlands (“AerCap”), AerCap Ireland Limited, a private company limited by shares incorporated under the laws of Ireland under registered number 51950 (“AerCap Ireland”), Setanta Aviation Holdings Limited, a private company limited by shares incorporated under the laws of Ireland under registered number 699395 (“Parent Holdco”), Culann Aircraft Leasing Limited, a private company limited by shares incorporated under the laws of Ireland under registered number 699414 (“Culann”) and Dagda Aircraft Leasing Limited, a private company limited by shares incorporated under the laws of Ireland under registered number 699590 (“Dagda”) and, together with Culann, each a “Subsidiary Holdco”), the additional Borrower Parties referred to on the signature pages hereto, the lenders from time to time party to this Agreement (collectively, the “Lenders”), Citibank, N.A., as Administrative Agent and Citibank, N.A., as the Collateral Agent.
WHEREAS, the Borrower desires to borrow funds under this Agreement subject to the terms and conditions set forth herein;
WHEREAS, the Borrower is an indirect wholly-owned subsidiary of each of AerCap and AerCap Ireland, and each of AerCap and AerCap Ireland are willing to jointly and severally guarantee the Obligations of the Borrower and each other Obligor;
WHEREAS, the Borrower is a wholly-owned subsidiary of Parent Holdco, and Parent Holdco is willing to guarantee the Obligations of the Borrower and each other Obligor and to secure its Guaranteed Obligations by granting Liens on the Collateral held by Parent Holdco to the Collateral Agent, for the benefit of the Secured Parties, as provided in the Security Documents;
WHEREAS, each Subsidiary Holdco is a wholly-owned subsidiary of the Borrower, and each such Subsidiary Holdco is willing to guarantee the Obligations of the Borrower and each other Obligor and to secure its Guaranteed Obligations by granting Liens on the Collateral held by such Subsidiary Holdco to the Collateral Agent, for the benefit of the Secured Parties, as provided in the Security Documents;
WHEREAS, the Lenders are willing to make loans to the Borrower if the foregoing Obligations of the Borrower are guaranteed and secured as described above and subject to the other terms and conditions set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1
Definitions
Section 1.01.Defined Terms. As used in this Agreement, the following terms have the meanings specified below:
“Account Collateral” has the meaning set forth in the Security Agreement.
“Account Control Agreement” has the meaning set forth in the Security Agreement.
- 1 -
Term Loan Credit Agreement

“Additional Charge of Shares” means any charge, mortgage, pledge or similar grant of a security interest over shares or other Equity Interests by any Obligor (except AerCap or AerCap Ireland) in favor of the Collateral Agent, for the benefit of the Secured Parties, with respect to the shares or other Equity Interests of any Obligor in any Transaction Party not organized under the laws of the United States and becoming a Transaction Party after the Effective Date, (i) in form and substance reasonably satisfactory to the Administrative Agent or (ii) in the case of any charge over shares of the Equity Interests in any Transaction Party incorporated under the laws of Ireland, an Additional Charge of Shares in substantially the form of Exhibit B to the Security Agreement.
“Administrative Agent” means the Person appointed at any time as administrative agent hereunder. The initial Administrative Agent is Citibank, N.A.
“Administrative Agent’s Account” means:
Bank Name - Citibank, N.A.
ABA #: 021-00-0089
Acct Name: Agency/Medium Term Finance
Acct #: 36852248
REF: Setanta Aircraft Credit Facility
or such other account as the Administrative Agent notifies the Borrower and the Lenders in writing from time to time.
“Administrative Agent’s Office” means Citibank, N.A., 388 Greenwich Street, New York, NY 10013; attention of Albert Mari, Jr., Senior Trust Officer; e-mail address cts.spag@citi.com, albert.p.mari@citi.com, agencyabtfsupport@citi.com or such other address as the Administrative Agent notifies the Borrower and the Lenders in writing from time to time.
“Administrative Questionnaire” means an administrative questionnaire in substantially the form of Exhibit F or any other form approved by the Administrative Agent.
“Advance Rate” means 57.3%.
“Adverse Claim” means any Lien or any claim of ownership or other property right, other than Permitted Liens (it being agreed for purposes of clarification that a transfer of an ownership interest or other right in a Pool Aircraft and any related Lease to a Person that is not a Borrower Party is not an Adverse Claim, subject to the Borrower Parties’ maintaining compliance with Sections 2.10, 5.04 and 5.16).
“AerCap” has the meaning set forth in the introductory paragraph of this Agreement.
“AerCap Ireland” has the meaning set forth in the introductory paragraph of this Agreement.
“AerCap Materials” has the meaning set forth in Section 5.09(c).
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such specified Person.
- 2 -
Term Loan Credit Agreement

“Agent” means each of the Administrative Agent and the Collateral Agent.
“Agent Parties” has the meaning set forth in Section 9.01(c).
“Aggregate Commitments” means the aggregate Commitments of all the Lenders.
“Aggregate Requested Release Amount” means, in respect of a Release Date, (i) that aggregate portion of the Loans to be released in accordance with Section 2.03(c) on such Release Date in respect of each Related Pool Aircraft identified in a Release Request plus (ii) the aggregate pro rata investment earnings thereon.
“Agreement” has the meaning set forth in the introductory paragraph of this Agreement.
“Aircraft” means the PS Pool Aircraft and the Non-Pool Aircraft being added to the Designated Pool pursuant to this Agreement.
“Anti-Corruption Laws” means (a) the United States Foreign Corrupt Practices Act of 1977, as amended, and all other United States laws, rules and regulations applicable to any Transaction Party or any of its subsidiaries concerning or relating to bribery or corruption and (b) the UK Bribery Act of 2010.
“Applicable Foreign Aviation Law” means, with respect to any Aircraft, any applicable law, rule or regulation (other than the FAA Act) of any Government Authority of any jurisdiction not included in the United States or in any state, territory or possession of the United States governing the registration, ownership, operation, or leasing of all or any part of such Aircraft, or the creation, recordation, maintenance, perfection or priority of Liens on all or any part of such Aircraft.
“Applicable Margin” means 2.00% per annum; provided that for any period in which the Base Rate applies to the Loans, the Applicable Margin shall be 2.00% per annum.
“Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans has been terminated pursuant to Article 6 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Exhibit A or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.
“Appraisal” means with respect to any PS Pool Aircraft, a “desk top” appraisal of such PS Pool Aircraft by a Qualified Appraiser, which appraisal opines as to the Base Value of such PS Pool Aircraft, assuming that if the age of such PS Pool Aircraft is (i) three years or less since its date of manufacture, it has 100% remaining maintenance condition life and (ii) greater than three years since its date of manufacture, it is in “half-time” remaining maintenance condition life.
- 3 -
Term Loan Credit Agreement

“Appraised Value” means, with respect to any PS Pool Aircraft as of any LTV Determination Date, the (A) Base Value of such PS Pool Aircraft as of such date, calculated by taking the lesser of the average and the median of the three most recent Appraisals conducted with respect to such PS Pool Aircraft pursuant to the Loan Documents, or (B) if as of such date no Appraisals have been required to be delivered pursuant to the Loan Documents with respect to such PS Pool Aircraft, the Initial Appraised Value with respect to such PS Pool Aircraft; provided that with respect to any Non-Pool Aircraft being added to the Designated Pool pursuant to Section 2.10(b), the Appraised Value of such Aircraft shall be the lesser of the average and the median of three Appraisals, each with an “as of” valuation date no more than thirty (30) days prior to the date such Aircraft is added to the Designated Pool; provided further that, notwithstanding any Appraisal to the contrary:
(a)    if, as of any LTV Determination Date, (i) any Pool Aircraft (A) is leased to a lessee that is organized under the laws of or domiciled in a Prohibited Country (and, if the country in which a lessee is organized under the laws of or domiciled in becomes a Prohibited Country as a result of the jurisdiction in which such lessee is organized under or domiciled becoming a Prohibited Country after the date the applicable Aircraft and Lease with such lessee were included in the Designated Pool, the leasing of such Pool Aircraft to such lessee continues for the later of (x) more than 120 days and (y) the period the applicable Transaction Party is mandatorily prevented by operation of law from repossessing such Pool Aircraft, but in no event longer than 180 days) or (B) is leased by a Transaction Party that is subject to a Specified Representation Deficiency pursuant to Section 2.10(h) that is continuing as of such date or (C) to which the proviso to Section 5.14 is applicable as of such date; (ii) the Express Perfection Requirements are not satisfied with respect to the Equity Collateral or any Pool Aircraft Collateral related to any Pool Aircraft; (iii) any Pool Aircraft shall cease to be Owned by an Owner Subsidiary, free and clear of all Liens (other than Permitted Liens), subject to the Local Requirements Exception; or (iv) any Pool Aircraft shall be of a type other than a Preferred Aircraft Type or an Other Aircraft Type; in each case such Pool Aircraft shall be deemed to have an Appraised Value of $0.00 as of such date;
(b)    any Pool Aircraft which, as of any LTV Determination Date, is (i) not subject to an Eligible Lease or a letter of intent to enter into an Eligible Lease for a period of more than 90 consecutive days or (ii) subject to a Lease with respect to which a Lessee Default has occurred and is continuing, shall be deemed to have an Appraised Value equal to 50% of the Appraised Value such Pool Aircraft would have if an Eligible Lease or a letter of intent to enter into an Eligible Lease had been in place or absent such Lessee Default, as the case may be;
(c)    any Pool Aircraft which, as of any LTV Determination Date falling on or after the first anniversary of the Effective Date, otherwise causes the Designated Pool to fail to meet the Pool Specifications, shall be deemed to have an Appraised Value not greater than the greatest value that would permit such Aircraft to not cause the Designated Pool to fail to satisfy the Pool Specifications; and
(d)    any Pool Aircraft which, as of any LTV Determination Date, is subject to a definitive purchase or sale agreement providing for the consummation of a sale of such Pool Aircraft within six months of such date, shall be valued as of such date at the purchase price to be paid to the applicable Transaction Party pursuant to such contract;
provided that, notwithstanding anything to the contrary in the Loan Documents, none of the foregoing events (including any failure to comply with a covenant to the effect of any of the foregoing events) shall constitute a Default or Event of Default, except to the extent such
- 4 -
Term Loan Credit Agreement

failure would otherwise constitute a Default or Event of Default pursuant to Section 5.07, 5.13, 5.14, 5.15, 5.16(d), 5.18, or 5.19 hereof, or Section 2.11(a) of the Security Agreement.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arranger Entity” means Citibank, N.A., Goldman Sachs Bank USA, BofA Securities, Inc., Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., RBC Capital Markets, LLC and each of their respective Affiliates.
“Assignee Group” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.05), in substantially the form of Exhibit C or any other form approved by the Administrative Agent and the Borrower.
“Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, any tenor for such Benchmark or payment period for interest calculated with reference to such Benchmark, as applicable, that is or may be used for determining the length of an Interest Period pursuant to this Agreement as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.12(d).
“Average Age” means, at any time, the average age of all of the Pool Aircraft at such time, weighted with respect to each Pool Aircraft by the lower of the median and the mean of the Base Values set forth with respect to such Pool Aircraft in (a) the most recent Appraisals delivered with respect to such Pool Aircraft pursuant to the Loan Documents, or (b) if as of such time no Appraisals have been required to be so delivered with respect to such Pool Aircraft pursuant to the Loan Documents, the Initial Appraised Value for such Pool Aircraft.
“Average Age Requirement” has the meaning set forth in the definition of “Pool Specifications”.
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (i) the rate most recently announced by Citibank, N.A. at its principal office as its “prime rate”, which is not necessarily the lowest rate made available by Citibank, N.A., (ii) the Federal Funds Rate plus 1/2 of 1%, and (iii) one month ICE LIBOR plus 1.00%. The “prime rate”
- 5 -
Term Loan Credit Agreement

announced by Citibank, N.A. is evidenced by the recording thereof after its announcement in such internal publication or publications as Citibank, N.A. may designate. Any change in the interest rate resulting from a change in such “prime rate” announced by Citibank, N.A. shall become effective without prior notice to the Borrower as of 12:01 a.m. (New York City time) on the Business Day on which each change in such “prime rate” is announced by Citibank, N.A. Citibank, N.A. may make commercial or other loans to others at rates of interest at, above or below its “prime rate”.
“Base Value” means, with respect to a PS Pool Aircraft, the value, expressed in dollars, of such Aircraft, determined on the basis of an open, unrestricted, stable market environment with a reasonable balance of supply and demand and with full consideration of such Aircraft’s “highest and best use”, presuming an arm’s length, cash transaction between willing, able and knowledgeable parties, acting prudently, with an absence of duress and with a reasonable period of time available for remarketing, adjusted to account for the assumed maintenance status of such Aircraft as set forth in the definition of Appraisal in this Section 1.01.
“Benchmark” means, initially, LIBO Rate; provided that if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred with respect to the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.12(a).
“Benchmark Replacement” means, for any Available Tenor, the first alternative set forth below and in the order set forth below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
(1)    the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment;
(2)    the sum of: (a) Daily Simple SOFR and (b) the related Benchmark Replacement Adjustment; and
(3)    the sum of: (a) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then prevailing market convention for determining a benchmark rate as a replacement for the then-current Benchmark for Dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, in the case of clause (1), such Unadjusted Benchmark Replacement is displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion.
If the Benchmark Replacement as determined pursuant to clause (1), (2) or (3) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement for any applicable Interest Period and Available Tenor for any setting of such Unadjusted Benchmark Replacement:
- 6 -
Term Loan Credit Agreement

(1)    for purposes of clauses (1) and (2) of the definition of “Benchmark Replacement,” the first alternative set forth in the order below that can be determined by the Administrative Agent: (a) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that has been selected or recommended by the Relevant Governmental Body for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for the applicable Corresponding Tenor; and (b) the spread adjustment (which may be a positive or negative value or zero) as of the Reference Time such Benchmark Replacement is first set for such Interest Period that would apply to the fallback rate for a derivative transaction referencing the ISDA Definitions to be effective upon an index cessation event with respect to such Benchmark for the applicable Corresponding Tenor; and
(2)    for purposes of clause (3) of the definition of “Benchmark Replacement”, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower for the applicable Corresponding Tenor giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body on the applicable Benchmark Replacement Date or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar denominated syndicated credit facilities; provided that, in the case of clause (1) above, such adjustment is displayed on a screen or other information service that publishes such Benchmark Replacement Adjustment from time to time as selected by the Administrative Agent in its reasonable discretion.
“Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate”, the definition of “Business Day”, the definition of “Interest Period”, the timing and frequency of determining rates and making payments of interest, the timing of borrowing requests or prepayment, conversion or continuation notices, the length of lookback periods, the applicability of breakage provisions, the formula for calculating any successor rates identified pursuant to the definition of “Benchmark Replacement”, the formula, methodology or convention for applying the successor Floor to the successor Benchmark Replacement and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
- 7 -
Term Loan Credit Agreement

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark:
(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event”, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof);
(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein; or
(3)    in the case of an Early Opt-in Election, the sixth Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, so long as the Administrative Agent has not received, by 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Early Opt-in Election is provided to the Lenders, written notice of objection to such Early Opt-in Election from Lenders comprising the Required Lenders.
For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the FRBNY, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or
(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer representative.
- 8 -
Term Loan Credit Agreement

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means the period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clause (1) or (2) of the definition of such term has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12 and (y) ending at the time that a Benchmark Replacement has replaced the then current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.12.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“Borrower” has the meaning set forth in the introductory paragraph of this Agreement.
“Borrower Parties” means the Borrower, Parent Holdco, each Subsidiary Holdco, each Owner Subsidiary, each Intermediate Lessee, and each Subsidiary Obligor.
“Borrowing” means a borrowing of the Loans under Section 2.01.
“Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.02.
“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Dublin, Ireland are authorized or required by law to remain closed; provided that, when used in connection with the determination of a LIBO Rate, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.
“Cape Town Convention” means, collectively, the Convention and the Protocol, together with all regulations and procedures issued in connection therewith, and all other rules, amendments, supplements, modifications, and revisions thereto (in each case, as in effect in any applicable jurisdiction from time to time and using the English language version thereof).
“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law by any Governmental Authority. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith by any Government Authority and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
- 9 -
Term Loan Credit Agreement

Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted or issued.
“Charges” has the meaning set forth in Section 9.17.
“Charges of Shares” means the Irish Charge of Shares and each Additional Charge of Shares.
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” has the meaning set forth in the Security Agreement.
“Collateral Account” means the account #12963000, held at Citibank, N.A., in the name of the Borrower and invested in Permitted Investments in accordance with Section 4 of the Account Control Agreement.
“Collateral Agent” has the meaning set forth in the Security Agreement.
“Collateral Supplement” has the meaning set forth in the Security Agreement.
“Commitment” means, as to each Lender, its obligation to make the Loans to the Borrower pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Exhibit A, or in the Assignment and Assumption, pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.
“Convention” means the Convention on International Interests in Mobile Equipment signed in Cape Town, South Africa on November 16, 2001, together with all regulations and procedures issued in connection therewith, and all other rules, amendments, supplements, modifications, and revisions thereto (in each case, as in effect in any applicable jurisdiction from time to time and using the English language version thereof).
“Corresponding Tenor” with respect to any Available Tenor means, as applicable, either a tenor (including overnight) or an interest payment period having approximately the same length (disregarding business day adjustment) as such Available Tenor.
“Culann” has the meaning set forth in the introductory paragraph of this Agreement.
“Dagda” has the meaning set forth in the introductory paragraph of this Agreement.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body
- 10 -
Term Loan Credit Agreement

for determining “Daily Simple SOFR” for syndicated business loans; provided, that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, examinership, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
“Deemed Removal” means the occurrence of an event described in clause (a) (or, solely for the purposes of the definition of Premium Amount, clause (c) or (d)) in the second proviso of the definition of Appraised Value that results from a deliberate action or inaction of a Transaction Party (but not including an inadvertent administrative error in making or failing to make a title transfer or security filing or registration or any matter outside the control of such Transaction Party) to cause an event described in clause (a)(i)(A) (with respect to a Lessee that is organized under the laws of or domiciled in a Prohibited Country at the time the Lease is entered into with such Lessee), clause (a)(i)(B), clause (a)(ii) or clause (a)(iii), or (solely for purposes of the definition of Premium Amount) clause (c) or (d)), in each case in the second proviso of the definition of Appraised Value.
“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.
“Defaulting Lender” means, subject to Section 2.11(b), any Lender that, as determined by the Administrative Agent or the Borrower, has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment, in each case only (y) if such event occurs prior to the making of Loans by such Lender or (z) if such event occurs after the making or acquisition of the Loans by such Lender and such Lender fails to submit a vote (either in favor or against) within the time period requested with respect to any vote requested of all Lenders, any Lender or a specified percentage of Lenders in connection with an amendment, waiver or other modification of, or consent or approval under, or similar action with respect to, the Loan Documents; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority.
“Designated Pool” means the pool of Aircraft consisting of the PS Pool Aircraft.
“dollars”, “Dollars” or “$” refers to lawful money of the United States.
“Early Opt-in Election” means if the then-current Benchmark is LIBO Rate:
(1)    a notification by the Administrative Agent to (or the request by the Borrower to the Administrative Agent to notify) each of the other parties hereto that at least five currently outstanding Dollar-denominated syndicated credit facilities in the U.S. syndicated loan market at such time contain (as a result of amendment or as originally executed) a SOFR-based rate (including SOFR, a term SOFR or any other rate based upon SOFR) as a benchmark rate (and such syndicated credit facilities are identified in such notice and are publicly available for review); and
- 11 -
Term Loan Credit Agreement

(2)    the joint election by the Administrative Agent and the Borrower to trigger a fallback from LIBO Rate and the provision by the Administrative Agent of written notice of such election to the Lenders.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country that is a parent of an institution described in clause (a) above or (c) any financial institution established in an EEA Member Country that is a subsidiary of an institution described in clause (a) or (b) above and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Effective Date” means the date on which each of the conditions specified in Section 4.01 is satisfied (or waived in accordance with Section 9.02).
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 9.05.
“Eligible Lease” means a lease containing terms and conditions and otherwise in a form consistent with Leasing Company Practice with respect to similar aircraft under lease, taking into consideration, among other things, the identity of the relevant lessee (including operating experience), the age and condition of the applicable Pool Aircraft and the jurisdiction in which such Pool Aircraft will be operated or registered.
“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, the preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or health and safety matters.
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of any Borrower Party directly or indirectly resulting from or based on (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (c) exposure to any Hazardous Material, (d) the release or threatened release of any Hazardous Material into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Equity Collateral” has the meaning set forth in the Security Agreement.
“Equity Interests” means shares of capital stock, issued share capital, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.
- 12 -
Term Loan Credit Agreement

“ERISA Affiliate” means any corporation, trade or business that is, along with the Borrower or any of its Subsidiaries, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA; provided, however, as used herein at any time, “ERISA Affiliate” excludes the Parent and any of its subsidiaries that are not Subsidiaries of the Borrower at such time.
“ERISA Event” shall mean (a) any Reportable Event, (b) the failure to satisfy the minimum funding standard with respect to a Plan within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by the Borrower or any of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) a determination that any Plan is in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code; (g) the filing pursuant to Sections 431 or 430 or Sections 304 of ERISA of an application for the extension of any amortization period; (h) the failure to timely make a contribution required to be made with respect to any Plan or Multiemployer Plan that would result in the imposition of an encumbrance under Sections 412 or 430 of the Code or Sections 302 or 303 of ERISA; (i) the receipt by the Borrower or any of its ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice or a determination that a Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status within the meaning of Section 305 of ERISA; (j) the occurrence of a non-exempt “prohibited transaction” with respect to which the Borrower or any of its Subsidiaries is a “disqualified person” (within the meaning of Section 4975 of the Code) or “party in interest” (within the meaning of Section 3(14) of ERISA) or with respect to which the Borrower or any such Subsidiary could otherwise be liable; (k) any Foreign Benefit Event; or (l) the incurrence by the Borrower or any of its ERISA Affiliates of any liability pursuant to Section 4063 or 4064 of ERISA.
“Erroneous Payment” has the meaning assigned to it in Section 8.11(a).
“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 8.11(d)(i).
“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 8.11(d)(i).
“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 8.11(d)(i).
“Erroneous Payment Subrogation Rights” has the meaning assigned to it in Section 8.11(e).
“EU” has the meaning set forth in Section 3.16.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.
- 13 -
Term Loan Credit Agreement

“Event of Loss” means with respect to any Pool Aircraft (a) if the same is subject to a Lease, a “Total Loss,” “Casualty Occurrence” or “Event of Loss” or the like (however so defined in the applicable Lease); or (b) if the same is not subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total loss, (ii) its destruction, damage beyond repair or being rendered permanently unfit for normal use for any reason whatsoever, (iii) requisition for title, confiscation, forfeiture or any compulsory acquisition or seizure or requisition for hire (other than a confiscation, compulsory acquisition or seizure or requisition for hire for a consecutive period not exceeding 180 days) by or under the order of any government (whether civil, military or de facto) or public or local authority in each case other than by the United States or (iv) its hijacking, theft or disappearance, resulting in loss of possession by the owner or operator thereof for a period of 180 consecutive days or longer. An Event of Loss with respect to any Pool Aircraft shall be deemed to occur on the date on which such Event of Loss is deemed pursuant to the relevant Lease to have occurred or, if such Lease does not so deem or if the relevant Aircraft is not subject to a Lease, (A) in the case of an actual total loss or destruction, damage beyond repair or being rendered permanently unfit, the date on which such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction is not known, the date on which the relevant Aircraft was last heard of); (B) in the case of a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30 days after the date on which notice claiming such total loss is issued to the insurers or brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in the case of requisition of title, confiscation, restraint, detention, forfeiture, compulsory acquisition or seizure, the date on which the same takes effect; (D) in the case of a requisition for hire, the expiration of a period of 180 days from the date on which such requisition commenced (or, if earlier, the date upon which insurers make payment on the basis of such requisition); or (E) in the case of clause (iv) above, the final day of the period of 180 consecutive days referred to therein.
“Events of Default” has the meaning set forth in Article 6.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income, profits or net gain (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, Irish withholding Taxes imposed as a result of a change in law (including, for the avoidance of doubt, any change to administrative guidance in respect of Irish tax law, or formal change in the published practice of the Revenue Commissioners of Ireland with respect to, or interpretation of, Irish tax law) after the date hereof on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 9.06) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.08, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.08(e), and (d) any Taxes imposed under FATCA.
- 14 -
Term Loan Credit Agreement

“Express Perfection Requirements” means (a) with respect to the Account Collateral, execution and delivery of the Account Control Agreement and the filing of a UCC Financing Statement in the District of Columbia naming the Borrower as the debtor and the Collateral Agent as the secured party and identifying the Account Collateral as the collateral; (b) with respect to any Relevant Collateral (including any Equity Collateral related to each Subsidiary Holdco, each Owner Subsidiary and each Intermediate Lessee), (1) filing any UCC financing statement filing required pursuant to the UCC to establish and maintain a valid and perfected first priority Lien on such Collateral subject to Permitted Liens and (2) taking each action with respect to such Relevant Collateral required pursuant to Section 2.03(h), 2.05 and Section 2.07 of the Security Agreement; (c) with respect to any Equity Collateral, in respect of the Pool Aircraft related to such Equity Collateral, subject to the Local Requirements Exception and to the extent consistent with Leasing Company Practice, the relevant Owner Subsidiary shall be (or shall be in the process of becoming in due course), as and to the extent permitted in the country of registration of such Pool Aircraft registered as the owner and lessor (or, if applicable, the Intermediate Lessee, as lessor) with respect to such Pool Aircraft (including, with respect to each Pool Aircraft whose country of registration is the United States of America, the filing with the FAA, in due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through Section 44112 of Title 49, United States Code, “Transportation,” of any and all necessary title, registration and lease documentation) and the Required Cape Town Registrations shall have been made; provided that, for the avoidance of doubt, the Obligors shall not be required to deliver any evidence of, or legal opinions reflecting, compliance with the foregoing clause (c) except for search results from the International Registry reflecting the Required Cape Town Registrations; (d) with respect to the Equity Collateral in respect of a Borrower Party, an Owner Subsidiary or an Intermediate Lessee incorporated under the laws of Ireland, causing the Security Agreement executed by it or, in each case, its relevant particulars to be filed in the Irish Companies Registration Office and, where applicable, filing the particulars of each Security Document with the Irish Revenue Commissioners within 21 days of execution thereof; (e) with respect to the Equity Collateral in respect of a Borrower Party, an Owner Subsidiary or an Intermediate Lessee incorporated under the laws of England, all steps required under the laws of England in order to ensure the validity, perfection, priority and enforceability of the security interests and charge granted pursuant to the Security Documents; (f) with respect to all Collateral, Parent Holdco has delivered a certificate of an officer of Parent Holdco to the Collateral Agent and the Administrative Agent, in which Parent Holdco certifies and represents to its knowledge after due inquiry that all actions have been or will in due course be taken (including, without limitation, the execution, delivery, registration and/or filing of any Security Documents and related documents and all other appropriate filings and/or recordings) that are necessary for the security interests under the Security Agreement in favor of the Collateral Agent (for the benefit of the Secured Parties) in the applicable Collateral as security for the Secured Obligations, to be recognized under all applicable Laws in the jurisdiction of organization of the applicable Transaction Parties, subject to no other Liens (other than Permitted Liens), and enforceable in any relevant jurisdiction of organization of the applicable Transaction Parties against the applicable Transaction Parties and creditors of and purchasers from such Transaction Parties (including, without limitation, causing or undertaking to cause each Security Document (if required) to be filed in the Irish Companies Registration Office and, where applicable, the Irish Revenue Commissioners within 21 days of execution thereof); and (g) the Liens granted pursuant to each Security Document shall continue to be valid and perfected first priority Liens subject to Permitted Liens (except as a result of a sale or other disposition of the applicable Collateral in a transaction permitted under Section 2.10 or 5.04); provided that the Obligors may elect not to comply with the requirements of this definition with respect to Collateral related to any Pool Aircraft to the extent that, after giving effect to any reduction in Appraised Value under clause (a)(ii) in the second proviso of the definition of Appraised Value, the Appraised Value of the Pool Aircraft does not result in a violation of Section 5.16(a).
- 15 -
Term Loan Credit Agreement

“FAA” means the Federal Aviation Administration of the United States of America and any successor thereto.
“FAA Act” means 49 U.S.C. Subtitle VII, §§ 40101 et seq; as amended from time to time, any regulations promulgated thereunder and any successor provisions.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any treaty, law or regulation of any other jurisdiction implemented to give effect to any intergovernmental agreements entered into thereunder and any agreements entered into pursuant to Section 1471(b)(1) of the Code.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the FRBNY on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank, N.A. on such day on such transactions as determined by the Administrative Agent.
“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.
“Fee Letter” means the letter agreement(s) dated on or about the date hereof, among AerCap, Citibank, N.A., Goldman Sachs Bank USA, Bank of America, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding Inc. and/or RBC Capital Markets, LLC.
“Financial Officer” means, with respect to each Obligor, the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Obligor.
“Final Release Date” means the Release Date on which, immediately after giving effect thereto, there would be insufficient funds in the Collateral Account for the Borrower to make any future Release Requests in accordance with the terms hereof.
“Fiscal Year” means a fiscal year of AerCap.
“Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as of the execution of this Agreement, the modification, amendment or renewal of this Agreement or otherwise) with respect to LIBO Rate.
“Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice from a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability by Parent Holdco or any of its Subsidiaries under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under
- 16 -
Term Loan Credit Agreement

any applicable law and that could reasonably be expected to result in the incurrence of any liability by Parent Holdco or any of its Subsidiaries, or the imposition on Parent Holdco or any of its Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.
“Foreign Pension Plan” shall mean any benefit plan that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.
“FRBNY” means the Federal Reserve Bank of New York, or any successor thereto.
“Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“GAAP” means generally accepted accounting principles in the United States which are in effect from time to time. At any time after the Effective Date, AerCap may elect to apply IFRS accounting principles in lieu of GAAP for reporting purposes and for purposes of calculations hereunder. AerCap shall give notice of any such election made in accordance with this definition to the Administrative Agent. Upon receipt of such notice, the Administrative Agent and AerCap shall negotiate in good faith to amend any financial covenants, requirements and other relevant provisions of this Agreement impacted by such change to preserve the original intent thereof in light of such change. The change from GAAP to IFRS accounting principles shall become effective once this Agreement has been so amended, and thereafter references herein to GAAP shall be construed to mean IFRS (except as otherwise provided herein); provided that any calculation or determination herein that requires the application of GAAP for periods that include fiscal quarters ended prior to AerCap’s election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP.
“Governmental Authority” means the government of the United States, Ireland, the Netherlands or any other nation or any state, locality or political subdivision of the United States or any other nation, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.
“Grantor Supplement” has the meaning set forth in the Security Agreement.
“Guaranteed Obligations” means in respect of the guarantee by each Obligor (other than the Borrower) set forth in Article 7 of this Agreement, all Obligations of each Obligor, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower or any Affiliate thereof, regardless of whether allowed or allowable in such proceeding.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
“ICE LIBOR” has the meaning set forth in the definition of “LIBO Rate”.
“IFRS” means the international financial reporting standards as set by the International Accounting Standards Board, as in effect from time to time.
- 17 -
Term Loan Credit Agreement

“Indebtedness” means, with respect to any Person at any date of determination (without duplication), (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), (d) all the obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of purchasing such property or service or taking delivery and title thereto or the completion of such services, and payment deferrals arranged primarily as a method of raising finance or financing the acquisition of such property or service, (e) all obligations of such Person under a lease of (or other agreement conveying the right to use) any property (whether real, personal or mixed) that is required to be classified and accounted for as a capital lease obligation under GAAP or IFRS, as applicable, (f) all indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such indebtedness is assumed by such Person, and (g) all indebtedness of other Persons guaranteed by such Person, and (h) all obligations of such Person under any foreign exchange contract, currency swap agreement, interest rate swap, cap or collar agreement or other similar agreement or arrangement, designed to alter the risks of that Person arising from fluctuations in currency values or interest rates, in each case whether contingent or matured.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower or any Obligor under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.
“Indemnitee” has the meaning set forth in Section 9.03(b).
“Initial Appraised Value” means, with respect to any Pool Aircraft as of any Release Date, the initial value of such Pool Aircraft, calculated by taking the lesser of the average and the median of the three initial Appraisals conducted with respect to such Pool Aircraft prior to the Effective Date (or, in the case of any Pool Aircraft not included in the original Designated Pool, the three initial Appraisals conducted with respect to such Pool Aircraft pursuant to Section 2.10).
“Instrument” has the meaning set forth in the Security Agreement.
“Interest Period” means (i) with respect to the initial Interest Period, the period commencing on the Effective Date and ending on the next Payment Date; (ii) with respect to each subsequent Interest Period other than the last Interest Period prior to the Maturity Date, the period commencing on the last day of the preceding Interest Period and ending on the next Payment Date; and (iii) with respect to the last Interest Period prior to the Maturity Date, the period commencing on the last day of the preceding Interest Period and ending on the Maturity Date.
“Interim Cash” has the meaning set forth in Section 5.16(c).
“Interim Cure” has the meaning set forth in Section 5.16(c).
“Intermediate Lease” means, in respect of any Pool Aircraft, the lease to be entered into between the relevant Owner Subsidiary or an Intermediate Lessee (as lessor) and an Intermediate Lessee (as lessee).
“Intermediate Lessee” means a special purpose Person (including trusts where the trustee is an institutional trustee or a Subsidiary) (other than an Owner Subsidiary unless AerCap certifies to the Administrative Agent that having an Owner Subsidiary act in that capacity is in its judgment advisable for tax or other regulatory purposes) which (a) is organized under the laws of
- 18 -
Term Loan Credit Agreement

any jurisdiction determined to be acceptable in accordance with Leasing Company Practice, (b) subject to the Local Requirements Exception, is wholly owned by a Subsidiary Holdco, an Owner Subsidiary or another Intermediate Lessee, and (c) may determine to enter into a lease with another Intermediate Lessee or may determine in accordance with the provisions of Section 2.10 to enter into one or more Leases as lessor with the applicable Lessee(s).
“International Registry” has the meaning given to it in the Cape Town Convention.
“Ireland” means the Republic of Ireland.
“Irish Charge of Shares” means the Charge of Shares by the applicable Borrower Party in favor of the Collateral Agent, for the benefit of the Secured Parties, with respect to the shares of each Borrower Party incorporated under the laws of Ireland, substantially in the form of Exhibit B to the Security Agreement.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.
“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“Lease” means a lease agreement relating to any Pool Aircraft, which is listed on Schedule 3.17(b) hereto, as such schedule is supplemented (or, if not so supplemented, required to be supplemented) pursuant to the terms hereof from time to time, between an Owner Subsidiary or an Intermediate Lessee (as lessor), and a lessee, in each case together with all schedules, supplements and amendments thereto and each other document, agreement and instrument related thereto.
“Leasing Company Practice” means, in relation to an Aircraft and any particular issue or matter, the customary commercial practice of AerCap, having regard to the customary commercial practice that AerCap applies under similar circumstances in respect of other aircraft owned by it or its Affiliates and not a Pool Aircraft, as such practice may be required to be adjusted by the requirements of this Agreement and the other Loan Documents, including the requirements in respect of Collateral.
“Lenders” has the meaning set forth in the introductory paragraph of this Agreement.
“Lender Parties” means each Lender, the Administrative Agent, the Collateral Agent and, for purposes of Section 9.03(b) and related definitions, each Arranger Entity.
“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent.
“Lessee” means any lessee party to a Lease.
- 19 -
Term Loan Credit Agreement

“Lessee Default” means any default by the applicable Lessee in payment of a total of three months of rent pursuant to such Lease, and such default remains uncured for more than 120 days from the original due date of the latest payment resulting in a total of three months of rent remaining unpaid.
“LIBO Rate” means, with respect to any Borrowing for any Interest Period, the greater of (a) zero and (b) the rate per annum equal to the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”), as published by Reuters (or other commercially available source providing quotations of ICE LIBOR as designated by the Administrative Agent (and agreed to by the Borrower, such consent of the Borrower not to be unreasonably withheld or delayed) from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided that, with respect to the initial Interest Period, ICE LIBOR shall be determined based on an Interest Period of three (3) months. If such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Borrowing for such Interest Period shall be the greater of (a) zero and (b) the rate per annum determined by the Administrative Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Loans and with a then equivalent to such Interest Period would be offered by the Administrative Agent’s London Branch to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the commencement of such Interest Period.
“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease (as defined by GAAP) or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.
“Litigation Actions” means all litigation, claims and arbitration proceedings, proceedings before any Governmental Authority or investigations which are pending or, to the knowledge of a responsible officer of any Transaction Party, threatened against, any Transaction Party.
“Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement.
“Loan Documents” means this Agreement, each Obligor Assumption Agreement, the Security Documents and the Notes.
“Loan-to-Value Ratio” means, as of any LTV Determination Date, the ratio of (i) the aggregate outstanding principal amount of the Released Loans as of such LTV Determination Date, divided by (ii) the sum of (a) the aggregate Appraised Value of all Pool Aircraft as of such LTV Determination Date and (b) the amount of any Interim Cash in the Collateral Account (or as a Qualifying Letter of Credit) to the extent such Interim Cash shall not have been in the Collateral Account (or such Qualifying Letter of Credit shall not have been outstanding) for more than 180 days. For the avoidance of doubt, the principal amount of the Released Loans which shall have been repaid or prepaid on or before the applicable LTV Determination Date shall not be included in the Loan-to-Value Ratio as of such LTV Determination Date.
“Local Requirements Exception” means an exception for Equity Interests or title to a Pool Aircraft held by directors, trustees, nominees, conditional vendors or similar persons under similar arrangements in order to meet local nationality or other local requirements regarding
- 20 -
Term Loan Credit Agreement

registration or ownership of aircraft or to minimize the impact of any Taxes on the Borrower, another Transaction Party or Lessee, which is consistent with Leasing Company Practice, provided that the Transaction Parties are in compliance with the Express Perfection Requirements.
“LTV Certificate” has the meaning set forth in Section 5.09(a)(vii).
“LTV Cure” has the meaning set forth in Section 5.16(c).
“LTV Determination Date” has the meaning set forth in Section 5.16(b).
“Maintenance Rent” means, with respect to any Pool Aircraft, maintenance reserves, maintenance rent or other supplemental rent payments based on usage in respect of such Pool Aircraft (or its engines or other parts) payable by the Lessee under the Lease for such Pool Aircraft for the purpose of paying, contributing to, reserving or calculating potential liability in respect of payments for future maintenance and repair of such Pool Aircraft, indemnity payments and any other payments other than scheduled rent payments.
“Material Adverse Effect” means (a) a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise) or operating results of the Obligors and their Subsidiaries taken as a whole, the result of which is a material impairment of the ability of the Obligors taken as a whole to perform any of their obligations under any Loan Document, (b) a material impairment of the totality of the rights and remedies of, or benefits available to, any Lender Party under the Loan Documents or (c) a material adverse effect on the value of the Collateral taken as a whole.
“Maturity Date” means November 5, 2028.
“Maximum Rate” has the meaning set forth in Section 9.17.
“Moody’s” means Moody’s Investors Service, Inc.
“Multiemployer Plan” has the meaning set forth in Section 3(37) of ERISA.
“Non-Pool Aircraft” means, as of any date, any aircraft Owned directly or indirectly by AerCap or any of its subsidiaries that is not a PS Pool Aircraft.
“Notes” has the meaning set forth in Section 2.05(d).
“Obligations” means all principal of the Loans outstanding from time to time hereunder, all interest (including Post-Petition Interest) on the Loans, all other amounts now or hereafter payable by any Obligor under any Loan Document and any fees or other amounts now or hereafter payable by any Obligor to the Administrative Agent or the Collateral Agent for acting in its capacity as such pursuant to a separate agreement among such parties, in each case, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all monetary obligations incurred during the pendency of any bankruptcy, insolvency, examinership, receivership or other similar proceeding of the Borrower or any Affiliate thereof, regardless of whether allowed or allowable in such proceeding.
“Obligor” means, subject to the first parenthetical of the first sentence of Section 7.01, AerCap, AerCap Ireland and each Borrower Party.
“Obligor Assumption Agreement” means an Obligor Assumption Agreement in substantially the form set forth in Exhibit I.
- 21 -
Term Loan Credit Agreement

“OFAC” has the meaning set forth in Section 3.16.
“Operating Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, trust or other legally authorized incorporated or unincorporated entity, the bylaws, memorandum and articles of association, operating agreement, partnership agreement, limited partnership agreement, trust agreement or other applicable documents relating to the operation, governance or management of such entity.
“Organizational Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, trust or other legally authorized incorporated or unincorporated entity, the constitution, the articles of incorporation, certificate of incorporation, memorandum of association, articles of association, certificate of limited partnership, certificate of trust or other applicable organizational or charter documents relating to the creation of such entity.
“Other Aircraft Types” means Aircraft of each of the following types: (a) Airbus A300- 600F, (b) Airbus A321-100, (c) Airbus A340, (d) Boeing 737-300, (e) Boeing 737-300F, (f) Boeing 737-400, (g) Boeing 737-500, (h) Boeing 737-600; (i) Boeing 737-900 (non-ER), (j) Boeing 747, (k) Boeing 757, (l) Boeing 767, (m) Boeing 777-300 (non-ER); (n) Boeing 777-200 (non-ER and non-LR); and (o) Boeing MD-11.
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Relevant Jurisdiction” means any other jurisdiction in which an Owner Subsidiary is organized in accordance with the terms of clause (a) of the definition of “Owner Subsidiary”, and any other jurisdiction in which an Intermediate Lessee is organized in accordance with the terms of clause (a) of the definition of “Intermediate Lessee”.
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 9.06).
“Own” means, with respect to any Aircraft or Equity Interest, to hold legal and sole ownership of such Aircraft or Equity Interest directly or to hold 100% of the beneficial ownership of such Aircraft or Equity Interest through a trust, conditional sale or similar arrangement holding title to such Aircraft or Equity Interest. The terms “Ownership” and “Owned by” have a correlative meaning.
“Owner Subsidiary” means any special purpose Person (including trusts where the trustee is an institutional trustee or a Subsidiary) (a) of which Parent Holdco holds (subject to the Local Requirements Exception) indirectly 100% of the Equity Interest and which is organized or incorporated, as applicable, under the laws of any state of the United States of America, the laws of Ireland, the laws of England or the laws of any other jurisdiction that is approved by the Administrative Agent acting reasonably, (b) that (i) owns, directly or indirectly, one or (if AerCap certifies to the Administrative Agent that ownership by such Owner Subsidiary of such
- 22 -
Term Loan Credit Agreement

additional Aircraft is in its judgment advisable for tax or other regulatory purposes) more Pool Aircraft by Owning such Pool Aircraft or holding directly or indirectly 100% of the Equity Interest in another Owner Subsidiary that Owns such Pool Aircraft and (ii) may (if AerCap certifies to the Administrative Agent that ownership by such Owner Subsidiary of the Equity Interest in such Intermediate Lessee is in its judgment advisable for tax or other regulatory purposes) additionally hold 100% of the Equity Interest in any Intermediate Lessee that leases such Pool Aircraft or any other Pool Aircraft and (c) 100% of the Equity Interest therein is held by a Subsidiary Holdco or another Owner Subsidiary, subject in each case to the Local Requirements Exception.
“Parent” means AerCap.
“Parent Holdco” has the meaning set forth in the introductory paragraph of this Agreement.
“Participant” has the meaning set forth in Section 9.05(c).
“Participant Register” has the meaning set forth in Section 9.05(c).
“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.
“Payment Date” means the last Business Day of each March, June, September and December of each year commencing on the last Business Day of March 2022.
“Payment Recipient” has the meaning assigned to it in Section 8.11(a).
“PBGC” means the Pension Benefit Guaranty Corporation.
“Permitted Investments” means, in each case, book-entry securities, negotiable instruments or securities in bearer or registered form that evidence:
(a)    direct obligations of, and obligations fully guaranteed as to timely payment by, the United States of America (having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds);
(b)    deposit accounts or certificates of deposit of the Collateral Agent (i) having original maturities of no more than 365 days, or such lesser time as is required for the distribution of funds; provided that at the time of Investment or contractual commitment to invest therein, the short-term debt rating of such depositary institution or trust company shall be at least “A-1” by S&P and “P-1” by Moody’s and the long-term debt rating of such depositary or institution or trust company shall be at least A1 by Moody’s or (ii) having maturities of more than 365 days and, at the time of the Investment or contractual commitment to invest therein, a rating of “AA” by S&P and “Aa1” by Moody’s; or
(c)    investments in money market funds (including funds in respect of which the Collateral Agent or any of its Affiliates is investment manager or advisor, including but not limited to Citibank, N.A. money market funds) having a rating of at least “AA” by S&P and “Aa2” by Moody’s previously approved by the Borrower or the Collateral Agent;
provided, however, that investments in obligations or money market funds of Citibank, N.A. or Goldman Sachs Bank USA or any of their Affiliates shall be Permitted Investments; and
- 23 -
Term Loan Credit Agreement

provided further that no investment shall be made in any obligations of any depositary institution or trust company which has a contractual right to set off and apply any deposits held, and other indebtedness owing, by any Obligor to or for the credit or the account of such depositary institution or trust company; and provided further that if, at any time, the rating of any of the foregoing investments falls below “BBB” by S&P or “Baa2” by Moody’s, such downgraded investment shall no longer constitute a “Permitted Investment”.
“Permitted Liens” means:
(a)    any Lien for Taxes if (i) such Taxes shall not be due and payable, or (ii) such Taxes are being disputed in good faith or contested in good faith by appropriate proceedings and reserves required by GAAP or IFRS (as applicable) have been made therefor;
(b)    any Lien in respect of any Pool Aircraft for any fees or charges of any airport or air navigation authority arising by statute or operation of law if (i) the payments for such fees or charges are not yet due or payable or (ii) such fees or charges are being disputed in good faith or contested in good faith by appropriate proceedings and reserves required by GAAP or IFRS (as applicable) have been made therefor;
(c)    in respect of any Pool Aircraft, any repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s or materialmen’s Lien or employee and other like Liens arising in the ordinary course of business by operation of law or under customary terms of repair or modification agreements or any engine or parts-pooling arrangements or other similar Liens if the payment for such Liens (i) is not due and payable or (ii) is not overdue for payment having regard to the relevant trade, in circumstances where no enforcement action against the Aircraft has yet been taken by the relevant holder of the Lien or (iii) is disputed in good faith or contested in good faith by appropriate proceedings and reserves in accordance with GAAP or IFRS (as applicable) have been made therefor;
(d)    any Lien assigned to or created in favor of the Collateral Agent, for the benefit of the Secured Parties or the Lenders pursuant to the Loan Documents;
(e)    any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out of judgments or awards against any of the Transaction Parties with respect to which at the time the period to file an appeal has not expired or an appeal is being presented in good faith and with respect to which within sixty (60) days thereafter there shall have been secured a stay of execution pending such appeal, and then only for the period of such stay, and reserves required in accordance with GAAP or IFRS (as applicable) have been made therefor;
(f)    any permitted lien or encumbrance in respect of any Pool Aircraft, as defined under any lease of an Aircraft (other than Liens or encumbrances created by a Transaction Party except as described in this definition);
(g)    the respective rights of a Transaction Party and the lessee or any third party that owns or leases equipment installed on an Aircraft under any lease relating to a Pool Aircraft, including any assignment of the relevant warranties relating to a Pool Aircraft (including restrictions on the Transaction Party’s right to grant a lien on or to transfer the applicable Lease or Pool Aircraft) (and the rights of any sublessee under any permitted sublease relating to such lease) and the documents related thereto;
- 24 -
Term Loan Credit Agreement

(h)    the rights of insurers meeting the requirements of Section 2.16 and Schedule V of the Security Agreement in respect of a Pool Aircraft, subject to insurance policies having been entered into in the ordinary course of business and according to commercially reasonable terms;
(i)    the interests of a voting or owner trustee, as applicable, or of an Intermediate Lessee in connection with the relevant Intermediate Lease, including the interests of any Person in respect of arrangements under the Local Requirements Exception;
(j)    any Lien fully bonded against by any Transaction Party, any Lessee, or other similar third party security (which does not itself result in a Lien on a Pool Aircraft or any part thereof);
(k)    pledges of non-Pool Aircraft Assets or deposits required under a Lease to secure payment obligations of the applicable Transaction Party under that Lease;
(l)    any Lease entered into prior to the Effective Date;
(m)    any Eligible Lease;
(n)    any Lien in respect of any Pool Aircraft resulting directly from any Third Party Event, including any Lien for which a Lessee is required to discharge or indemnify the lessor under a Lease, but only for so long as the Borrower and the applicable Transaction Party are complying with the requirements of the proviso to the last paragraph of Section 5.20(a);
(o)    any head lease, lease, conditional sale agreement or purchase option granted by a lessor or owner as to the purchase of the related Pool Aircraft under or in respect of any Lease (including to an Affiliate of the Lessee) existing on the date of acquisition of such Pool Aircraft by the Borrower or thereafter granted in accordance with Leasing Company Practice; and
(p)    any other Lien with the consent of the Required Lenders if the amount secured thereby is $5,000,000 (or its equivalent) or less, or of Lenders holding greater than 66 2/3% of the aggregate outstanding principal amounts of the Loans if the amount secured thereby is greater than $5,000,000 (or its equivalent), but subject to Section 9.02(b).
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means, at any date, any employee pension benefit plan (as defined in Section 3(2) of ERISA) which is subject to Title IV of ERISA or Section 412 of the Code (other than a Multiemployer Plan) and to which the Borrower Party or any of its ERISA Affiliates may have any liability, including any liability by reason of having be a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.
“Platform” has the meaning set forth in Section 5.09(c).
“Pledged Debt” has the meaning set forth in the Security Agreement.
“Pledged Debt Collateral” has the meaning set forth in the Security Agreement.
- 25 -
Term Loan Credit Agreement

“Pool Aircraft” means, as of any date, any aircraft Owned by an Owner Subsidiary that has not been the subject of a sale or other disposition to a Person other than another Owner Subsidiary permitted under Section 2.10 or 5.04.
“Pool Aircraft Assets” means the Pool Aircraft Collateral and any related Security Deposits or Maintenance Rent.
“Pool Aircraft Collateral” means all Pool Aircraft, each of the Leases related thereto and the right, title and interest of each relevant Owner Subsidiary in and to the acquisition agreement related to such Pool Aircraft.
“Pool Specifications” is a collective reference to each of the following requirements with respect to the Pool Aircraft at any time from and after the first anniversary of the Effective Date:
(a)    the aggregate Appraised Value of a single type of Widebody Aircraft at such time shall not exceed 40% of the aggregate Appraised Value of all Pool Aircraft at such time;
(b)    the aggregate Appraised Value of all Widebody Aircraft at such time shall not exceed 55% of the aggregate Appraised Value of all Pool Aircraft at such time;
(c)    the aggregate Appraised Value of all Preferred Aircraft Types at such time shall be at least 60% of the aggregate Appraised Value of all Pool Aircraft at such time;
(d)    the aggregate Appraised Value of all Pool Aircraft that are a single Other Aircraft Type at such time shall not exceed 20% of the aggregate Appraised Value of all Pool Aircraft at such time;
(e)    the aggregate Appraised Value of all Pool Aircraft leased to a single Lessee at such time shall not exceed 30% of the aggregate Appraised Value of all Pool Aircraft at such time (excluding any Pool Aircraft leased to a Lessee that results from the merger of two or more Lessees, if the affected Lease of such Pool Aircraft was included in the Collateral prior to such merger);
(f)    the aggregate Appraised Value of all Pool Aircraft leased to Lessees based or domiciled in any single country at such time shall not exceed 35% of the aggregate Appraised Value of all Pool Aircraft at such time, excluding the United States of America;
(g)    the aggregate Appraised Value of all Pool Aircraft that are freighter aircraft at such time shall not exceed 10% of the aggregate Appraised Value of all Pool Aircraft at such time; and
(h)    the Average Age of all Pool Aircraft on any LTV Determination Date shall not exceed 8.5 years plus the amount of time elapsed since the date of this Agreement, plus 6 months; provided that the Average Age may exceed such age for up to 180 consecutive days if such excess results solely from an Event of Loss or a Specified Representation Deficiency (the “Average Age Requirement”); provided further that no breach of the Average Age Requirement shall constitute a Default or Event of Default except to the extent that such breach, when reflected in the Pool Specifications and the Appraised Values, results in a breach of Sections 5.16(a) and 5.16(d).
“Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any
- 26 -
Term Loan Credit Agreement

one or more of the Borrower Parties (or would accrue but for the operation of applicable Debtor Relief Laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.
“Preferred Aircraft Types” means Aircraft of each of the following types: (a) Airbus A220, (b) Airbus A319, (c) Airbus A320, (d) Airbus A320neo, (e) Airbus A321-200, (f) Airbus A321neo, (g) Airbus A330 and A330neo, (h) Airbus A350, (i) Boeing 737-700, (j) Boeing 737-800, (k) Boeing 737-900ER, (l) Boeing 737 MAX, (m) Boeing 777-200ER, (n) Boeing 777-200LR, (o) Boeing 777-300ER, (p) Boeing 787, (q) Embraer E2 190 and Embraer E2 195 and (r) Bombardier CRJ-100/200, CRJ-700, CRJ-900 and CRJ-1000.
“Premium Amount” means, with respect to any principal amount being prepaid, an amount equal to (a) except as provided in clause (b) below, 1% of such principal amount being prepaid in the event that all or a portion of the Loans is, prior to the six-month anniversary of the Effective Date, prepaid in connection with a Repricing Transaction or (b) $0.00 if (i) the date of such prepayment is on or after the six-month anniversary of the Effective Date, or (ii) the date of such prepayment is prior to the six-month anniversary of the Effective Date but (w) such prepayment is made in connection with an LTV Cure, other than an LTV Cure to the extent attributable to a Removal (other than as described in the following clause (x)) or to a Deemed Removal, where such Removal or a Deemed Removal is to effect a Repricing Transaction, (x) such prepayment is made as a result of an Event of Loss of a Pool Aircraft or as a result of an event described in the second proviso of Appraised Value (except a Deemed Removal) or a Specified Representation Deficiency, provided that such prepaid amount does not exceed an amount equal to the Appraised Value (determined without having regard to the event giving rise to the prepayment) of such Pool Aircraft, (y) pursuant to Section 9.06 (other than clause (iv) thereof) or (z) such prepayment is not in connection with a Repricing Transaction.
“Prohibited Country” has the meaning set forth in Section 3.16.
“Protocol” means the Protocol to the Convention on Matters Specific to Aircraft Equipment, together with all regulations and procedures issued in connection therewith, and all other rules, amendments, supplements, modifications, and revisions thereto (in each case, as in effect in any applicable jurisdiction from time to time and using the English language version thereof).
“PS Pool Aircraft” means the Pool Aircraft and the Undelivered Pool Aircraft.
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Lender” has the meaning set forth in Section 5.09(c).
“Qualified Appraiser” means, with respect to Appraisals used to calculate the Loan-to- Value Ratio as of the Effective Date, each of BK Associates, Inc., Aircraft Information Services, Inc. and Aviation Specialist Group, and with respect to Appraisals used to calculate the Loan-to- Value Ratio as of each subsequent LTV Determination Date, such appraisal firms, or, if any of such appraisal firms is unavailable or in the Borrower’s judgment should be replaced, the Borrower may replace any of the foregoing appraisal firms with any of Ascend by Cirium, Aviation Specialists Group Inc., IBA Group Ltd., Morten Beyer & Agnew, Inc. or SH&E, Inc., in each case so long as such appraiser is certified by the International Society of Transport Aircraft Trading, or with any such other appraisal firm selected and retained by the Borrower and approved by the Administrative Agent; provided that, if an appraisal firm that at the relevant time is one of the three appraiser firms that is to provide the Appraisals used to calculate the Loan-to-Value Ratio as of the next subsequent LTV Determination Date becomes unavailable
- 27 -
Term Loan Credit Agreement

due to merger, its going out of business, the incapacity of a principal thereof or other similar reason within 60 days of such next subsequent LTV Determination Date, then, notwithstanding any other provision of this Agreement to the contrary, the Appraised Value of the relevant Pool Aircraft for such next subsequent LTV Determination Date shall be determined by reference to only the remaining appraisal firm(s) if the Borrower has not obtained the relevant Appraisal from such unavailable appraisal firm or a replacement therefor prior to such LTV Determination Date.
“Qualifying Letter of Credit” means an irrevocable standby letter of credit (i) which is issued by, or confirmed by, a banking institution that has long term credit rating that is at least investment grade according to S&P or Moody’s, (ii) which is for the account of an Obligor or an Affiliate of an Obligor, (iii) the beneficiary of which is the Collateral Agent, (iv) which has a stated maturity date that is not earlier than 364 days after the date of issuance of such letter of credit, and (v) allows for full or partial drawing thereon (x) to pay for principal amounts of the Loans that are due and payable and (y) at any time on and after the 180th day after the date of issuance of such letter of credit (to allow for application of the proceeds thereof in accordance with the final sentence of Section 5.16(c)).
“Recipient” means (a) an Administrative Agent, or (b) any Lender, as applicable.
“Records” means all Leases and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, data processing software (to the extent permitted by any applicable licenses) and related property rights owned by an Owner Subsidiary or an Intermediate Lessee) directly related to the Leases and the Pool Aircraft Assets related to the Pool Aircraft and the servicing thereof.
“Reference Time” with respect to any setting of the then-current Benchmark means (1) if such Benchmark is LIBO Rate, 11:00 a.m. (London, England time) on the day that is two London banking days preceding the date of such setting, and (2) if such Benchmark is not LIBO Rate, the time determined by the Administrative Agent in its reasonable discretion.
“Register” has the meaning set forth in Section 9.05(b).
“Related Pool Aircraft” means, with respect to any Release Date, each Pool Aircraft with respect to which a Released Loan is requested on such Release Date as set forth in the Release Request with respect to such Release Date.
“Release Date” means a Business Day, as identified in a Release Request provided in accordance with Section 2.02(b), upon which date the Aggregate Requested Release Amount shall be released to the Borrower, subject to the terms and conditions herein.
“Released Loans” means, as of any date of determination, the then aggregate outstanding principal amount of the Loans that have been released (including on such date of determination) to the Borrower from the Collateral Account in accordance with the terms hereof. For the avoidance of doubt, the principal amount of the Released Loans which shall have been repaid or prepaid on or before the applicable determination date shall not be included in the then aggregate outstanding principal amount of the Released Loans.
“Release Request” has the meaning set forth in Section 2.02(b).
“Relevant Collateral” has the meaning set forth in the Security Agreement.
“Relevant Governmental Body” means the Federal Reserve Board or the FRBNY, or a committee officially endorsed or convened by the Federal Reserve Board or the FRBNY, or any successor thereto.
- 28 -
Term Loan Credit Agreement

“Relevant Release Parties” means in respect of a Release Date and the applicable Pool Aircraft, (i) each relevant Owner Subsidiary which Owns or leases such Pool Aircraft, (ii) each relevant Subsidiary Holdco or Owner Subsidiary which Owns the Equity Interests in each such Owner Subsidiary, (iii) each relevant Intermediate Lessee (if any) and (iv) each relevant Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee which Owns the Equity Interests in each such Intermediate Lessee.
“Removal” means the sale, substitution or other removal of any Pool Aircraft or any Owner Subsidiary (other than in connection with an Event of Loss, an event listed in the second proviso of the definition of Appraised Value (except a Deemed Removal) or a Specified Representation Deficiency).
“Reportable Event” means an event described in Section 4043(c) of ERISA with respect to a Plan other than those events as to which the 30-day notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC Regulation Section 4043.
“Representatives” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.
“Repricing Transaction” means a (i) prepayment of the Loans which are refinanced or replaced or (ii) repricing of the Loans through any waiver, consent or amendment, and which in the case of each of (i) and (ii) results in the lowering of the effective interest cost or the weighted average yield of the Loans (other than due to a reduced amount of principal of the Loans), including by the incurrence of any debt financing having an effective interest cost or weighted average yield that is less than the effective interest cost or weighted average yield of the Loans (or portion thereof) so prepaid and refinanced or replaced or repriced.
“Required Cape Town Registrations” has the meaning set forth in the Security Agreement.
“Required Lenders” means Lenders holding greater than 50% of (a) prior to the Loans being made on the Effective Date the Aggregate Commitments and (b) thereafter, the aggregate outstanding principal amount of the Loans; provided that the Commitments of, or outstanding principal amount of Loans held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
“Requirement of Law” means, as to any Person, any Law applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, each Applicable Foreign Aviation Law applicable to such Person or a Pool Aircraft Owned or operated by it or as to which it has a contractual responsibility.
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.
“Sanctions” has the meaning set forth in Section 3.16.
“Secured Obligations” has the meaning set forth in the Security Agreement.
“Secured Parties” has the meaning set forth in the Security Agreement.
- 29 -
Term Loan Credit Agreement

“Securities Intermediary” has the meaning set forth in the Account Control Agreement.
“Security Agreement” means the Security Agreement by the Borrower Parties party thereto in favor of the Collateral Agent, in substantially the form of Exhibit B hereto, together with any supplements delivered pursuant to Section 2.10(b), Section 2.10(e), Section 4.02(c) or Section 5.02(a) hereof (in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time).
“Security Deposit” means any security deposits and any payments made to reinstate security deposits payable by any Lessee under a Lease.
“Security Documents” means the Security Agreement, each Charge of Shares, the Account Control Agreement and each other agreement, supplement, instrument or document executed and delivered pursuant to Section 2.10, Section 4.02 or Section 5.02 to secure any of the Obligations.
“SOFR” means, with respect to any Business Day, a rate per annum equal to the secured overnight financing rate for such Business Day published by the SOFR Administrator on the SOFR Administrator’s Website on the immediately succeeding Business Day.
“SOFR Administrator” means the FRBNY (or a successor administrator of the secured overnight financing rate).
“SOFR Administrator’s Website” means the website of the FRBNY, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.
“Specified Representation Deficiency” has the meaning set forth in Section 2.10(h).
“subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any corporation, limited liability company, partnership or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP or IFRS (as applicable) as of such date and (b) any other corporation, limited liability company, partnership or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is otherwise Controlled as of such date, by the parent and/or one or more of its subsidiaries.
“Subsidiary” means any direct or indirect subsidiary of Parent Holdco and includes a trust.
“Subsidiary Obligor” means any Subsidiary (excluding the Borrower and each Subsidiary Holdco) that Owns the Equity Interest in any other Subsidiary.
“Subsidiary Holdco” has the meaning set forth in the introductory paragraph of this Agreement.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
- 30 -
Term Loan Credit Agreement

“Term SOFR” means, for the applicable Corresponding Tenor as of the applicable Reference Time, the forward-looking term rate based on SOFR that has been selected or recommended by the Relevant Governmental Body.
“Third Party Event” has the meaning set forth in Section 5.20(a).
“Title 49” means Title 49 of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.
“Transaction Parties” means each Obligor, each Owner Subsidiary and each Intermediate Lessee.
“UCC” means the Uniform Commercial Code in effect from time to time in the State of New York; provided, however, that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.
“UCC Financing Statement” means any financing statement to be filed in any appropriate filing office in any UCC Jurisdiction and that (i) indicates the applicable Collateral by any description which reasonably approximates the description contained in this Agreement and in the Security Agreement as all applicable assets of the applicable Borrower Party or words of similar effect, regardless of whether any particular asset comprised in such Collateral falls within the scope of Article 9 of the UCC or other similar provisions of the UCC Jurisdiction, and (ii) contains any other information required by part 5 of Article 9 of the UCC, or by any other applicable provision under the laws of the UCC Jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment; provided, however, that in addition to any financing statement to be filed in any appropriate filing office in any UCC Jurisdiction, UCC Financing Statements shall include at all times financing statements to be filed in the District of Columbia.
“UCC Jurisdiction” means any Uniform Commercial Code jurisdiction in which the filing of a UCC Financing Statement is effective to perfect a security interest in the Collateral under this Agreement, the Security Agreement, or any other Loan Document.
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any Person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“Uncertificated Security” has the meaning set forth in the Security Agreement.
- 31 -
Term Loan Credit Agreement

“Undelivered Pool Aircraft” means, as of any date, the pool of aircraft Owned by AerCap or any of its subsidiaries (or to be acquired and thereafter so Owned), satisfying each of the following conditions: (x) the Transaction Parties shall each have a good faith intention and, to AerCap’s knowledge, the ability to transfer such aircraft to an Owner Subsidiary, or cause the Subsidiary that owns such Aircraft to become an Owner Subsidiary, within a reasonable time period, (y) such aircraft shall be listed on Schedule 3.17(a) attached hereto, as amended, restated or supplemented from time to time pursuant to Section 2.10 and Section 5.09(a)(vii) and (z) no Released Loan has been released to the Borrower with respect thereto. For the avoidance of doubt, upon the Final Release Date, there shall be no Undelivered Pool Aircraft.
“United States” means the United States of America.
“UNSC” has the meaning set forth in Section 3.16.
“Widebody Aircraft” shall mean Aircraft of each of the following types: (a) Airbus A300, (b) Airbus A330, (c) Airbus A340, (d) Airbus A350, (e) Boeing 747, (f) Boeing 767, (g) Boeing 777, (h) Boeing 787 and (i) Boeing MD-11.
“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that Person or any other Person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
Section 1.02.Terms Generally. The definitions of terms herein (including those incorporated by reference to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (i) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (ii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iii) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (iv) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
- 32 -
Term Loan Credit Agreement

Section 1.03.Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to time.
Section 1.04.Times. Except as otherwise expressly provided herein, all references to times are to such time in New York, New York.
ARTICLE 2
The Credits
Section 1.01.Commitment. On the Effective Date, subject to the terms and conditions and relying on the representations and warranties set forth herein, each Lender agrees to make a Loan to the Borrower in a principal amount equal to its Commitment by transfer of such amount to the Administrative Agent as described in Section 2.03. The Loans and the Commitments hereunder are not revolving and amounts repaid or prepaid may not be reborrowed.
(b)Any undrawn portion of the Commitments shall automatically terminate immediately after the Borrowing on the Effective Date.
Section 1.02.Request to Borrow Loans; Request to Release Loans. The Borrower shall request that the Lenders make the Loans by delivering to the Administrative Agent a notice in writing (a “Borrowing Request”) no later than 12:00 p.m., New York City time, at least three (3) Business Days before the Effective Date. Such Borrowing Request shall be irrevocable and shall specify the aggregate amount of the Loans to be made on the Effective Date (which aggregate amount shall equal the amount of the Aggregate Commitments on the Effective Date). Following the receipt of a Borrowing Request, the Administrative Agent shall promptly notify each Lender thereof.
(b)The Borrower shall request that the Collateral Agent release the Aggregate Requested Release Amount by delivering to the Administrative Agent and Collateral Agent a notice in writing in the form attached hereto as Exhibit H (a “Release Request”) no later than 12:00 p.m., New York City time, at least three (3) Business Days before a Release Date. Such Release Request shall be revocable in whole or in part. Following the receipt of a Release Request, the Administrative Agent shall promptly notify each Lender thereof.
(c)For the avoidance of doubt, the Effective Date is contemplated to be on and may be a Release Date.
Section 1.03.Funding of Loan; Release of Aggregate Requested Release Amount.
Each Lender shall wire the principal amount of its Loan in immediately available funds, by 12:00 p.m., New York City time, on the Effective Date, to the Administrative Agent’s Account.
(b)On the Effective Date, subject to the terms and conditions herein (including the satisfaction of each of the conditions set forth in Section 4.01), promptly upon receipt from each Lender of an amount equal to such Lender’s Commitment as described in Section 2.03(a), the Administrative Agent shall transfer to the Collateral Account all such proceeds of the Loans (or, if a Release Date is occurring on the Effective Date, transfer directly to the Borrower, or as the Borrower instructs, the proceeds of the Released Loans to which such Release Date pertains). All amounts in the Collateral Account shall be invested in Permitted Investments pursuant to and in accordance with Section 4 of the Account Control Agreement.
- 33 -
Term Loan Credit Agreement

(c)Subject to the terms and conditions (including the satisfaction of each of the conditions set forth in Section 4.02) and relying on the representations and warranties set forth herein, on a Release Date the Collateral Agent shall direct the Securities Intermediary to release from the Collateral Account to the Borrower the Aggregate Requested Release Amount to the account designated in the relevant Release Request; provided that in respect of a Release Date, the amount released in respect of each Pool Aircraft set forth in such Release Request shall equal the Advance Rate multiplied by the Initial Appraised Value of such Pool Aircraft; provided that on the Final Release Date, in addition to the Aggregate Requested Release Amount, all other amounts in the Collateral Account (other than Interim Cash or insurance proceeds) will be released to the Borrower to the account designated in the relevant Release Request.
Section 1.04.Interest. Subject to the provisions of this Section 2.04, the Loans (whether or not the Loans are Released Loans) shall bear interest at a rate per annum equal to the LIBO Rate for the Interest Period in effect plus the Applicable Margin. Interest shall be computed on the basis of a year of 360 days and actual days elapsed, except that interest computed by reference to the Base Rate at any time which the Base Rate is based on the “prime rate” (as described in the definition of Base Rate) shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and actual days elapsed. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be prima facie evidence thereof.
(b)If the Borrower shall default in the payment of any principal of or interest on the Loans or any other amount due hereunder, by acceleration or otherwise, then, until such defaulted amount shall have been paid in full, to the extent permitted by law, all such overdue amounts due from the Borrower under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, at a rate equal to (i) the interest rate otherwise applicable to the Loans pursuant to this Section 2.04 plus (ii) 2.00% per annum.
(c)Interest accrued on the Loans shall be payable in arrears on each Payment Date, shall be calculated to include the first day of each Interest Period and to, but excluding, the last day of each Interest Period and shall be paid into the Administrative Agent’s Account; provided that (i) interest accrued pursuant to Section 2.04(b) shall be payable on demand and (ii) upon any repayment of the Loans, interest accrued on the principal amount repaid shall be payable on the date of such repayment.
(d)The Administrative Agent shall determine, in accordance with the terms of this Agreement, each interest rate applicable to the Loans hereunder. The Administrative Agent shall promptly notify the Borrower and the Lenders of each rate of interest so determined, and its determination thereof shall be prima facie evidence thereof.
Section 1.05.Payment at Maturity; Evidence of Debt. The Borrower agrees to pay to the Lenders on the Maturity Date the then unpaid principal amount of the Loans in full by deposit into the Administrative Agent’s Account. The unpaid principal amount of the Loans outstanding at any time shall be deemed reduced by any amounts paid by any Obligor pursuant to Article 7 on a dollar-for-dollar basis.
(b)The Administrative Agent shall maintain in accordance with its usual practice a Register evidencing the indebtedness of the Borrower to each Lender resulting from the Loans, including the amounts of principal and interest payable and paid to the Lenders from time to time.
- 34 -
Term Loan Credit Agreement

(c)The entries made in the Register maintained pursuant to subsection (b) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that any failure by the Administrative Agent to maintain such Register or any error therein, which shall be promptly corrected, shall not affect the Borrower’s obligation to repay the Loans to the Lender reflected in the Register as the owner thereof in accordance with the terms of this Agreement.
(d)Upon request by any Lender, the Borrower shall provide such Lender with a promissory note, substantially in the form of Exhibit E hereto, evidencing the Loan made by the Lender on the Effective Date (each, a “Note”).
Section 1.06.Optional and Mandatory Prepayments. Optional Prepayments. The Borrower will have the right at any time to prepay the aggregate outstanding principal amount of the Loans in whole or in part in amounts not less than $5,000,000 or increments of $500,000 in excess thereof and otherwise in accordance with the provisions of this Section by deposit into the Administrative Agent’s Account; provided that, such payment may be made (subject to the applicable Premium Amount) by release of funds in the Collateral Account to the Administrative Agent’s Account if so elected by the Borrower.
(b)Mandatory Prepayments. The Borrower shall prepay the aggregate outstanding principal amount of the Loans to the extent required pursuant to Section 5.16. For the avoidance of doubt, payments made in order to comply with Section 5.16 may be in any amounts necessary for such compliance.
(c)Accrued Interest; Premium. Each prepayment of any principal amount of the Loans shall be accompanied by (a) accrued interest on the amount being prepaid to the date of such prepayment and (b) the applicable Premium Amount, if any.
(d)Notice of Prepayments. The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment of the principal amount of the Loans hereunder not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment in the case of a prepayment under Section 2.06(a) (except to cure a Default or Event of Default), and not later than 11:00 a.m., New York City time, on the date of prepayment (which shall be a Business Day) in the case of a prepayment under Section 2.06(b) or any prepayment being made to cure a Default or Event of Default. Each such notice shall be irrevocable and shall specify the prepayment date, the aggregate principal amount of the Loans to be prepaid.
Section 1.07.Fees. The Borrower shall pay to the Administrative Agent for its own account fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
- 35 -
Term Loan Credit Agreement

Section 1.08.Taxes; Increased Costs; Etc. Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Obligor hereunder or under any other Loan Document shall, to the extent permitted by applicable Laws, be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require the Borrower, such Obligor or the Administrative Agent to withhold or deduct any Tax from such payment, (i) the Borrower, such Obligor or the Administrative Agent shall be entitled to withhold or deduct such Tax in accordance with applicable Laws as determined by the Borrower, such Obligor or the Administrative Agent, as the case may be, and, if applicable, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below; (ii) the Borrower, such Obligor or the Administrative Agent, as the case may be, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Law; and (iii) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the Borrower or such Obligor shall be increased as necessary so that after any such required withholding or the making of all such required deductions (including withholdings and deductions applicable to additional sums payable under this Section) the applicable Lender Party receives an amount equal to the sum it would have received had no such withholding or deduction been made or required.
(b)Payment of Other Taxes by the Borrower. Without limiting the provisions of subsection (a) above, the Obligors shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Laws. The Lenders and the Borrower agree to reasonably cooperate to minimize or reduce any Other Taxes to extent permitted under applicable Laws.
(c)Tax Indemnifications by the Borrower. Without limiting the provisions of subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify each Lender Party , and shall make payment in respect thereof within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent from payments made under this Agreement (to the extent no increased payment has been made in accordance with Section 2.08(a) on account of such withholding or deduction) or paid or payable by any Lender Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent) or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d)Evidence of Payments. Upon request by the Borrower or the Administrative Agent on its own behalf or on behalf of a Lender, as the case may be, after any payment of Taxes by the Borrower or by the Administrative Agent to a Governmental Authority as provided in this Section 2.08, the Borrower shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be.
- 36 -
Term Loan Credit Agreement

(e)Status of Lenders; Tax Documentation. Each Lender shall deliver to the Borrower and to the Administrative Agent, at the time such Lender becomes a party to this Agreement and at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the Administrative Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to withholding or deduction, (B) if applicable, the required rate of withholding or deduction and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of payments to be made to such Lender by the Borrower pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in paragraphs 2.08(e)(ii) and (e)(iv)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.
(ii)Without limiting the generality of the foregoing, each Lender, upon request from the Borrower or the Administrative Agent, shall promptly provide such information as may be required to enable the Borrower to comply with the provision of sections 891E, 891F and 891G of the Taxes Consolidation Act 1997 (and any regulations made thereunder).
(iii)Each Lender that previously delivered documentation pursuant to the Section 2.08(e) shall promptly (A) notify the Borrower and the Administrative Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) at the request and expense of the Borrower, update such documentation unless it is legally unable to do so.
(iv)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for (i) the Borrower and the Administrative Agent to comply with their obligations under FATCA and (ii) to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(f)Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall a Lender or the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as the case may be. If the Administrative Agent or any Lender determines, in its sole discretion, that it has received a refund or credit (excluding any credit in the nature of an indirect credit such as a U.S. foreign tax credit) of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section, it shall, unless an Event of Default has occurred and is continuing, pay to the Borrower an amount equal to such refund or credit (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section with respect to the Taxes giving rise to such refund), net of all Taxes resulting from such refund and out-of-pocket
- 37 -
Term Loan Credit Agreement

expenses incurred by the Administrative Agent or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. Section 2.08(b) and this Section 2.08(f) shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes that it deems confidential in its sole good faith discretion) to the Borrower or any other Person. Notwithstanding anything to the contrary in this Section 2.08(f), in no event will the Administrative Agent or a Lender be required to pay any amount to the Borrower pursuant to this Section 2.08(f) the payment of which would place the Administrative Agent or a Lender in a less favorable net after-Tax position than the Administrative Agent or such Lender would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
(g)Tax Indemnifications by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.05(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.08(g).
(h)Illegality; Impracticality; Increased Costs. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Loans, or to determine or charge interest rates based upon the LIBO Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, as a result of contingencies occurring after the date hereof (provided that (x) the Dodd-Franks Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith by any Government Authority and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be contingencies occurring after the date hereof regardless of the date enacted, adopted or issued) which materially and adversely affect the London interbank market or the position of such Lender in that market, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), (A) in the case of illegality, only if it is possible to eliminate such illegality by converting the Loans to Loans bearing interest based on the Base Rate, and in the case of another circumstance described above not constituting illegality, all
- 38 -
Term Loan Credit Agreement

Loans of such Lender shall thereafter be converted to Loans that bear interest at a rate equal to the Base Rate plus the Applicable Margin either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans or (B) otherwise, solely in the case of illegality where it is not possible to eliminate such illegality by converting such Loans to Loans that bear interest at the Base Rate plus the Applicable Margin, prepay all Loans of such Lender either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid.
(i)If any Change in Law shall:
(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement (other than Taxes) against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement);
(ii)subject any Lender to any tax of any kind whatsoever with respect to this Agreement or its deposits, reserves, other liabilities or capital attributable to the obligations thereunder, or change the basis of taxation of payments to such Lender in respect of this Agreement (except for (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Tax and (C) Connection Income Taxes); or
(iii)impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement made by such Lender or participation therein (except any reserve requirement);
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan (or of maintaining its obligation to make any Loan), or to reduce the amount of any sum received or receivable by such Lender under or in respect of the Loan Documents then, within 10 Business Days after demand by such Lender, the Borrower will, without duplication of any other amount payable under this Section 2.08 or Section 2.09, pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.
(j)If any Lender determines that any Change in Law (other than Taxes) affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or reserve requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender, as the case may be, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.
(k)A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and certifying that such amounts were calculated on an accurate, fair and non-discriminatory basis and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof.
- 39 -
Term Loan Credit Agreement

(l)Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrower shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).
(m)The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.
(n)Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall, within 10 days of such demand, compensate such Lender for and hold such Lender harmless from any loss, cost or expense (other than Taxes) incurred by it as a result of:
(i)any conversion, payment or prepayment of any Loans on a day other than the last day of the Interest Period (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);
(ii)any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay or borrow any Loans on the date or in the amount notified by the Borrower; or
(iii)any assignment of a Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 9.06;
(for the avoidance of doubt, such loss, cost or expense shall exclude any loss of anticipated profits and shall include any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loans). For purposes of calculating amounts payable by the Borrower to the Lenders under this clause (n), each Lender shall be deemed to have funded each Loan made by it at the ICE LIBOR by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded, with the result that the Borrower’s obligation to compensate each Lender for its loss, profit and expense as provided in this clause (n) shall be deemed to be in the amount of the excess, if any, of the interest at such ICE LIBOR on the applicable amount for the remainder of such Interest Period over interest at the ICE LIBOR as it would be in effect if quoted on the applicable date on the applicable amount for the remainder of the Interest Period.
- 40 -
Term Loan Credit Agreement

(o)If any Lender requests compensation, the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender or if any Lender gives a notice under this Section 2.08, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the good faith judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to this Section 2.08 in the future, or eliminate the need for the notice pursuant to this Section 2.08, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.
(p)All of the Borrower’s obligations under this Section 2.08 shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent.
Section 1.09.Payments Generally; Pro Rata Treatment; Sharing of Set-offs. All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 11:00 a.m., New York City time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Applicable Percentage in respect of the relevant Loans (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 11:00 a.m., New York City time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected on computing interest or fees, as the case may be.
(b)If at any time insufficient funds are received by the Administrative Agent to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied as follows: first, to pay interest, fees and other amounts (other than principal) then due hereunder ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties and second, to pay principal then due hereunder ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.
(c)If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to such Loan are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.
(d)Unless the Administrative Agent shall have received notice from a Lender prior to the Effective Date that such Lender will not make available to the Administrative Agent such Lender’s share of such Loans, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.03 and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Loans available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the Borrower to but
- 41 -
Term Loan Credit Agreement

excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower, the Base Rate plus the Applicable Margin. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Loans to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.
Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error.
(e)Subject to Section 2.12, if the Required Lenders determine that for any reason (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period, (b) adequate and reasonable means do not exist for determining the LIBO Rate for any Interest Period, or (c) the LIBO Rate for any requested Interest Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, the interest rate applicable to the Loans shall be a rate equal to the Base Rate plus the Applicable Margin until the Administrative Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a borrowing of the Loans.
(f)The obligations of the Lenders hereunder are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan.
(g)Except for a payment pursuant to Section 9.06, if any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in
- 42 -
Term Loan Credit Agreement

accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:
(i)if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and
(ii)the provisions of this subsection (g) shall not be construed to apply to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), other than an assignment to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions this subsection (f) shall apply).
Each Obligor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Obligor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Obligor in the amount of such participation.
Section 1.10.Changes to the Designated Pool; Intermediate Lessees; Release of a Subsidiary Holdco. Removal of Pool Aircraft from the Designated Pool; Modifications to the Designated Pool. The Borrower may remove any PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each related Intermediate Lessee and Owner Subsidiary) from the Designated Pool if (i) the Borrower shall have provided at least three (3) Business Days’ revocable prior written notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders) prior to any such removal in the case of a Pool Aircraft, and one (1) Business Day prior written notice in the case of an Undelivered Pool Aircraft, (ii) after giving pro forma effect to such removal of any Pool Aircraft and any addition of a Non-Pool Aircraft as a Pool Aircraft and/or Interim Cash, the Borrower shall be in compliance with Section 5.16(a) and the Average Age Requirement; provided that, if a Default shall occur or be reasonably expected to occur relating to a particular Owner Subsidiary, Intermediate Lessee or PS Pool Aircraft, the Borrower may remove such PS Pool Aircraft (and, subject to Sections 2.10(d) and (g), each related Intermediate Lessee and Owner Subsidiary) from the Designated Pool if the Borrower shall have provided prior written notice to the Lender Parties on such day (or, if such day is not a Business Day, on the immediately preceding Business Day) and if, after giving pro forma effect to such removal, the Borrower is in compliance with Section 5.16(a) and the Average Age Requirement. Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Pool Aircraft, the Collateral Agent’s security interest in, and Lien on, the Equity Collateral directly related to such Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary) shall be automatically released and Schedule 3.17(a) shall be amended to reflect the removal of such Pool Aircraft from the Designated Pool. The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in, and Liens on, the relevant Equity Collateral related to the relevant Pool Aircraft (including, subject to Sections 2.10(d) and (g), in respect of the related Intermediate Lessee and Owner Subsidiary). From time to time prior to the Final Release Date, in respect of Undelivered Pool Aircraft, in accordance with the terms hereof, the Obligors shall update the Designated Pool to ensure each Undelivered Pool Aircraft set forth on Schedule 3.17(a) shall constitute an Aircraft for which the Obligors have a good faith intention and, to AerCap’s knowledge, ability to transfer to an Owner Subsidiary within a reasonable period.
- 43 -
Term Loan Credit Agreement

(b)Addition of Non-Pool Aircraft to the Designated Pool. The Borrower may add any Aircraft to the Designated Pool at any time upon notice from the Borrower to the Administrative Agent (who shall promptly deliver such notice to the Lenders); provided that:
(i)if such Aircraft is to be a Pool Aircraft, such Aircraft is Owned by an Owner Subsidiary at the time such Aircraft becomes a Pool Aircraft and such Owner Subsidiary has good and marketable legal title to such Pool Aircraft, free and clear of Liens other than Permitted Liens;
(ii)(A) the Borrower shall have provided three Appraisals of such Aircraft from Qualified Appraisers, each with an “as of” valuation date no more than thirty (30) days prior to the date such Aircraft is added to the Designated Pool and (B) if such Aircraft is to be a Pool Aircraft, after giving pro forma effect to such addition, the Borrower shall be in compliance with Section 5.16(a) and the Average Age Requirement;
(iii)in respect of Pool Aircraft, subject to the Local Requirements Exception and to the extent consistent with Leasing Company Practice, the relevant Owner Subsidiary shall be (or shall be in the process of becoming in due course), as and to the extent permitted in the country of registration of such Pool Aircraft, registered as the owner and a lessor with respect to such Pool Aircraft if applicable under the law of such country of registration and such Owner Subsidiary has made the Required Cape Town Registrations;
(iv)in respect of Pool Aircraft, the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such certificates, opinions and documents (including UCC Financing Statements, charge documents and the Required Cape Town Registrations) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft (in each case, to the extent of the Express Perfection Requirements);
(v)each relevant Subsidiary Obligor shall have executed and delivered to the Administrative Agent an Obligor Assumption Agreement; and
(vi)no Default or Event of Default shall result from such addition.
(c)Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, (iii) any Requirement of Law or (iv) a request by a Lessee, the Owner Subsidiary or Intermediate Lessee shall be entitled, by giving notice to the Administrative Agent, to enter into one or more Intermediate Leases with one or more Intermediate Lessees with respect to such Pool Aircraft or to hold, directly or indirectly, subject to the Local Requirements Exception, 100% of the Equity Interests in another Intermediate Lessee; provided that:
(i)such Intermediate Lessee that is a lessor shall have executed and delivered to the Administrative Agent and the Collateral Agent such certificates and documents (including the Required Cape Town Registrations) as are required to evidence such Intermediate Lessee as the lessor of such Pool Aircraft;
(ii)in each case subject to the Local Requirements Exception, to the extent consistent with Leasing Company Practice and to the extent permitted in the country of registration of such Pool Aircraft (x) such Intermediate Lessee that is a lessor shall be (or shall be in the process of becoming in due course) registered as a lessor with respect to
- 44 -
Term Loan Credit Agreement

such Pool Aircraft and (y) an Owner Subsidiary shall be (or shall be in the process of becoming in due course) registered as the owner with respect to such Pool Aircraft, and the Required Cape Town Registrations, if applicable, shall have been made;
(iii)the relevant Transaction Parties shall have executed and delivered to the Administrative Agent and the Collateral Agent a Grantor Supplement and/or Collateral Supplement (as applicable) and such documents (including UCC Financing Statements and charge documents) as are required to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, the Equity Collateral related to the relevant Pool Aircraft and Intermediate Lessee (to the extent required under the Express Perfection Requirements); and
(iv)such Intermediate Lessee shall have executed and delivered to the Administrative Agent an Obligor Assumption Agreement.
(d)Termination of Intermediate Lessee’s Status. The relevant Subsidiary Holdco may from time to time, upon not less than three (3) Business Days’ revocable prior written notice from such Subsidiary Holdco to the Administrative Agent, at any time and from time to time assign the Equity Interests in an Intermediate Lessee to any Person or otherwise terminate an Intermediate Lessee’s status as such, provided that such Intermediate Lessee is not party to an Intermediate Lease or a Lease or will not be at the time such transfer or other termination of such Intermediate Lessee’s status as such takes effect. If an Intermediate Lessee’s status is terminated as such, the Collateral Agent’s security interests in and Liens on the Equity Interest in such Intermediate Lessee and the obligations of such Intermediate Lessee under the Loan Documents shall be automatically released. The Collateral Agent shall promptly execute and deliver to the Borrower, at Borrower’s expense, all documents that Borrower shall reasonably request to evidence the release of the security interests in and Liens on the applicable Equity Interests, and the release of the obligations under the Loan Documents, released in accordance with the previous sentence.
(e)Inter-Obligor Transfers. Any Transaction Party shall be entitled, by giving notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders), to permit a Pool Aircraft to be Owned by an Owner Subsidiary or leased by an Intermediate Lessee (including by transferring such Ownership from one Owner Subsidiary to another or by transferring such Lease from one Intermediate Lessee to another or interposing additional Intermediate Lessees or by transferring the Equity Interest in an Owner Subsidiary or Intermediate Lessee to another Transaction Party); provided, that:
(i)each relevant Transaction Party shall have executed and delivered to the Collateral Agent a Grantor Supplement and/or a Collateral Supplement (as applicable) and such documents (including UCC financing statements and the Required Cape Town Registrations) as are required to grant to the Collateral Agent a perfected security interest in, and Lien on, the Equity Collateral related to such Owner Subsidiary or Intermediate Lessee (it being understood and agreed that only the Express Perfection Requirements shall be required to be satisfied);
(ii)each relevant Transaction Party shall be (or shall be in the process of becoming in due course), subject to the Local Requirements Exception, to the extent consistent with Leasing Company Practice and to the extent permitted in the country of registration of such Pool Aircraft, registered as an owner and/or lessor with respect to such Pool Aircraft and such relevant Transaction Parties have made the Required Cape Town Registrations, if applicable;
- 45 -
Term Loan Credit Agreement

(iii)subject to the Local Requirements Exception and restrictions set forth in the definitions of Owner Subsidiary and Intermediate Lessee, a Subsidiary Holdco, an Owner Subsidiary or an Intermediate Lessee, shall Own all of the Equity Interests in such Owner Subsidiary or Intermediate Lessee and shall have executed and delivered to the Collateral Agent (1) a Collateral Supplement, (2) if applicable, the original beneficial interest certificate evidencing such Person’s beneficial interest in such Owner Subsidiary or such Intermediate Lessee and (3) such documents (including UCC Financing Statements and charge documents) as are required by the Express Perfection Requirements to grant to the Collateral Agent a perfected security interest in, and Lien on, the Equity Interests held by such Person in such Owner Subsidiary or Intermediate Lessee; and
(iv)each such Subsidiary Obligor that Owns such Equity Interests shall have executed and delivered to the Administrative Agent an Obligor Assumption Agreement.
(f)Release of Interim Cash and Insurance Proceeds. Any Account Collateral consisting of Interim Cash held by the Collateral Agent shall be released in accordance with Section 5.16(c). Any Account Collateral consisting of insurance proceeds held by the Collateral Agent shall be released as described in Schedule V of the Security Agreement.
(g)Termination of Owner Subsidiary’s Status. A Transaction Party may at any time and from time to time, upon not less than three (3) Business Days’ revocable prior written notice from the Borrower to the Collateral Agent, assign or otherwise transfer its Equity Interests in an Owner Subsidiary to any Person that is not a Subsidiary of Parent Holdco or otherwise terminate an Owner Subsidiary’s status as such, provided that such Owner Subsidiary (i) does not, or will not at the time such transfer or other termination of such Owner Subsidiary’s status as such takes effect, Own (nor hold the Equity Interests in an Owner Subsidiary that Owns) any Pool Aircraft and (ii) is not, or will not be at the time such transfer or other termination of such Owner Subsidiary’s status as such takes effect, a party to (nor hold the Equity Interests in any Intermediate Lessee that is a party to) any Lease or Intermediate Lease. If an Owner Subsidiary’s status is terminated as such, the Collateral Agent’s security interests in, and Liens on, the assets of and the Equity Interest in such Owner Subsidiary, and such Owner Subsidiary’s other obligations under the Loan Documents, shall be automatically released. The Collateral Agent shall promptly execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence its release of the security interests in and Liens on the applicable Equity Interests, and the release of the obligations under the Loan Documents, released in accordance with the previous sentence.
(h)Specified Representation Deficiency. Notwithstanding anything to the contrary herein, the status of any Subsidiary of a Subsidiary Holdco as an Owner Subsidiary or an Intermediate Lessee shall terminate, for purposes of the calculation of the Loan-to-Value Ratio only (until the Specified Representation Deficiency with respect to such Subsidiary no longer exists or the status of such Subsidiary as an Owner Subsidiary or an Intermediate Lessee is terminated as such for all purposes in accordance with this Agreement), on the date the notice referenced below has been given or was required to have been given, such Subsidiary Holdco and such Subsidiary are not able to make any of the representations set forth below with respect to such Subsidiary at such time and any Pool Aircraft leased by it shall immediately be deemed to have an Appraised Value of $0.00 (the occurrence of such situation with respect to such Subsidiary, a “Specified Representation Deficiency”) (provided that, for purposes of clarification, no Specified Representation Deficiency shall result in a Default or Event of Default except pursuant to Section 5.16(d) and further it is agreed that none of the following clauses below shall be applicable in respect of items relating to the Security Documents or the Collateral to the extent not required under the Express Perfection Requirements):
- 46 -
Term Loan Credit Agreement

(i)Such Subsidiary is subject to civil and commercial laws with respect to its Obligations under this Agreement and the other Loan Documents to which it is a party (collectively as to such Subsidiary, the “Applicable Subsidiary Documents”), and the execution, delivery and performance by such Subsidiary of the Applicable Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Subsidiary is organized and existing in respect of its obligations under the Applicable Subsidiary Documents.
(ii)The Applicable Subsidiary Documents are in proper legal form under the laws of the jurisdiction in which such Subsidiary is organized or incorporated, as applicable, and existing for the enforcement thereof against such Subsidiary under the laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Subsidiary Documents.
(iii)It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Subsidiary Documents that the Applicable Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid at such time on or in respect of the Applicable Subsidiary Documents or any other document, except for any (1) such filing, registration, recording, execution or notarization as has been made and (2) any charge or tax as has been timely paid.
(iv)[Reserved.]
(v)The execution, delivery and performance of the Applicable Subsidiary Documents executed by such Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Subsidiary is organized and existing, not subject to any notification or authorization at such time except (A) such as have been made or obtained or (B) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (B) shall be made or obtained as soon as is reasonably practicable).
(vi)No Obligor (other than AerCap or AerCap Ireland) has, or has had, any employees nor has any obligation in respect of any retirement benefit or occupational pension scheme.
(vii)No Obligor (other than AerCap or AerCap Ireland) has carried any business since the date of its incorporation other than owning, leasing and disposing of the Pool Aircraft and activities incidental thereto.
The Borrower agrees to give prompt notice (not to exceed five (5) Business Days) to the Administrative Agent after it obtains knowledge of any Specified Representation Deficiency and, upon such notice, will provide a LTV Certificate as of the date of such notice giving pro forma effect to removal of such Subsidiary as a Transaction Party.
(i)Release of Subsidiary Holdco. A Subsidiary Holdco will be released from its obligations under the Loan Documents if (i) the Borrower shall have provided at least three (3) days’ revocable prior written notice to the Administrative Agent (who shall promptly deliver such notice to the Lenders) prior to any such proposed release, identifying the relevant Subsidiary Holdco to be released, (ii) such Subsidiary Holdco shall not hold directly or indirectly
- 47 -
Term Loan Credit Agreement

any of the Equity Interests in any Owner Subsidiary nor any Intermediate Lessee and (iii) after giving pro forma effect to such release of such Subsidiary Holdco, the Borrower shall be in compliance with Section 5.16(a) and the Average Age Requirement. Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Subsidiary Holdco, (x) the Collateral Agent’s security interest in, and Lien on, any equity interest in any Person held by such Subsidiary Holdco shall be released and (y) such Subsidiary Holdco shall be released from its obligations under the Loan Documents. The Collateral Agent shall promptly execute and deliver to the relevant Subsidiary Holdco, at the Borrower’s expense, all documents that such Subsidiary Holdco shall reasonably request to evidence its release of the security interests in, and Liens on, any equity interests held by such Subsidiary Holdco and the release of such Subsidiary Holdco from its obligations under the Loan Documents.
Section 1.11.Defaulting Lenders. Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i)Waivers and Amendments. That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 9.02; and the Defaulting Lender (other than any Defaulting Lender described in clause (z) of the definition thereof) shall have no right to payment of any Fees or expenses or payments under Sections 2.08, 2.09 or 9.03 or to transfer its Loans or grant a participation therein without the Borrower’s consent.
(ii)Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (other than any Defaulting Lender described in clause (z) of the definition thereof) (whether voluntary or mandatory, at maturity, pursuant to Article 6 or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Event of Default shall have occurred and be continuing), to the funding of the Loans in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreements, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund its Loans; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Event of Default shall have occurred and be continuing, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the conditions set forth in Article 4 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.
- 48 -
Term Loan Credit Agreement

(b)Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing (such agreement not to be unreasonably withheld) that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, take such actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively or with duplication with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.
Section 1.12.LIBOR Replacement.
(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event or an Early Opt-in Election, as applicable, and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (1) or (2) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (3) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m., New York City time, on the fifth Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If (i) a Benchmark Replacement Date has occurred for the LIBO Rate and the applicable Benchmark Replacement on such Benchmark Replacement Date for the LIBO Rate is a Benchmark Replacement other than the sum of: (a) Term SOFR and (b) the related Benchmark Replacement Adjustment, (ii) subsequently, the Relevant Governmental Body recommends for use a forward-looking term rate based on SOFR for loans denominated in Dollars and the Borrower requests that the Administrative Agent review the administrative feasibility of such recommended forward-looking term rate for purposes of this Agreement and (iii) following such request from the Borrower, the Administrative Agent determines (in its sole discretion after consultation with the Borrower) that such forward looking term rate is administratively feasible for the Administrative Agent, then the Administrative Agent may (in its sole discretion after consultation with the Borrower) provide the Borrower and Lenders with written notice that from and after a date identified in such notice: (i) a Benchmark Replacement Date shall be deemed to have occurred, the Benchmark Replacement on such Benchmark Replacement Date shall be deemed to be a Benchmark Replacement determined in accordance with clause (1) of the definition of “Benchmark Replacement”; provided, however, that if upon such Benchmark Replacement Date the Benchmark Replacement Adjustment is unable to be determined in accordance with clause (1) of the definition of “Benchmark Replacement” and the corresponding definition of “Benchmark Replacement Adjustment”, then the Benchmark Replacement Adjustment in effect immediately prior to such new Benchmark Replacement Date shall be utilized for purposes of this Benchmark Replacement (for avoidance of doubt, for purposes of this proviso, such Benchmark Replacement Adjustment shall be the Benchmark
- 49 -
Term Loan Credit Agreement

Replacement Adjustment which was established in accordance with the definition of “Benchmark Replacement Adjustment” on the date determined in accordance with clause (1) or (2), as applicable, of the definition of “Benchmark Replacement Date” hereunder) and (ii) such forward looking term rate shall be deemed to be the forward looking term rate referenced in the definition of “Term SOFR” for all purposes hereunder or under any Loan Document in respect of any Benchmark setting and any subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document. For the avoidance of doubt, if the circumstances described in the immediately preceding sentence shall occur, all applicable provisions set forth in this Section 2.12 shall apply with respect to such election of the Administrative Agent as completely as if such forward-looking term rate was initially determined in accordance with clause (1) of the definition of “Benchmark Replacement”, including the provisions set forth in Sections 2.12(b) and 2.12(f).
(b)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (i) any Benchmark Replacement Date and the related Benchmark Replacement, (ii) the effectiveness of any Benchmark Replacement Conforming Changes, (iii) the removal or reinstatement of any tenor of a Benchmark pursuant to clause (d) below and (iv) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 2.12 may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.12, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.12.
(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR or LIBO Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then the Administrative Agent may modify the definition of “Interest Period” for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” for all Benchmark settings at or after such time to reinstate such previously removed tenor.
- 50 -
Term Loan Credit Agreement

(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a borrowing of Loans to be made, converted or continued, during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.
(f)Disclaimer. The Administrative Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to (i) the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of “LIBO Rate” or with respect to any alternative or successor rate thereto, or replacement rate thereof (including any Benchmark Replacement implemented hereunder), (ii) the composition or characteristics of any such Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to, LIBO Rate (or any other Benchmark) or have the same volume or liquidity as did LIBO Rate (or any other Benchmark), (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 2.12, including whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Benchmark Replacement Conforming Changes, the delivery or non-delivery of any notices required by Section 2.12(e) or otherwise in accordance herewith and (iv) the effect of any of the foregoing provisions of this Section 2.12.
ARTICLE 3
Representations and Warranties
The Borrower and each other Obligor represents to the Lender Parties on (i) the Effective Date and (ii) in the case of a Release Date, with respect to any of the below representations or warranties relating to any Transaction Party, Borrower Party or Obligor that on such Release Date is also a Relevant Release Party, on such Release Date, that:
Section 1.01.Organization, etc. Each Transaction Party is a Person duly organized or incorporated (as applicable), validly existing and, if applicable, in good standing under the laws of the jurisdiction of such Transaction Party’s organization or incorporation; and such Transaction Party has the power and authority to own its property and to carry on its business as now being conducted and is duly qualified and, if applicable, in good standing as a foreign corporation or other entity authorized to do business in each jurisdiction where, because of the nature of its activities or properties, such qualification is required, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
Section 1.02.Authorization; Consents; No Conflict. The execution and delivery by such Obligor of any Loan Document to which it is a party and the performance of its obligations thereunder and the consummation of the transactions contemplated thereby (a) are within its organizational powers, (b) have been duly authorized by all necessary corporate action, (c) have received all necessary approvals, authorizations, consents, registrations, notices, exemptions and licenses (if any shall be required) from Governmental Authorities and other Persons, except such approvals, authorizations, consents, registrations, notices, exemptions or licenses non-receipt of which could not reasonably be expected to have a Material Adverse Effect, (d) do not and will not contravene, constitute a default under or conflict with any provision of (i) Law, (ii) any judgment, decree or order to which any Transaction Party is a party or by which it is bound, (iii) any Transaction Party’s Operating Documents or Organizational Documents or (iv) any provision of any agreement or instrument binding on any Transaction Party, or any agreement or
- 51 -
Term Loan Credit Agreement

instrument of which such Transaction Party is aware affecting the properties of such Transaction Party, except with respect to (c)(i), (ii) and (iv) above, for any such contravention or conflict which could not reasonably be expected to have a Material Adverse Effect and (e) do not and will not result in or require the creation or imposition of any Adverse Claim on any of such Transaction Party’s properties, other than the Security Documents. Each of the Loan Documents to which such Obligor is a party has been duly authorized, executed and delivered by such Obligor.
Section 1.03.Validity and Binding Nature. This Agreement and the other Loan Documents to which such Obligor is a party constitute (or will constitute when duly executed and delivered) legal, valid and binding obligations of such Obligor, enforceable against such Obligor in accordance with their respective terms, subject to bankruptcy, insolvency, examinership, improper transfer, unfair preference, preferential creditors, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Section 1.04.Financial Statements. AerCap’s audited consolidated financial statements as at December 31, 2020, copies of which have been furnished to each Lender, have been prepared in accordance with GAAP and fairly present the financial condition of AerCap and its subsidiaries as at such date and the results of their operations for the period then ended.
Section 1.05.Litigation and Contingent Liabilities. All Litigation Actions, taken as a whole, could not reasonably be expected to have a Material Adverse Effect. Other than any liability incident to such Litigation Actions or provided for or disclosed in the financial statements referred to in Section 3.04, and other than as set forth in AerCap’s filings with the Securities and Exchange Commission, no Transaction Party has any contingent liabilities which are material to its business, credit, operations or financial condition of the Transaction Parties taken as a whole.
Section 1.06.Security Interest.
(a)The Security Agreement creates a valid and (upon the taking of the actions required hereby or thereby) perfected first priority security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States, Ireland, England and each Other Relevant Jurisdiction have been (or in the case of future Collateral will be) duly taken, enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties, except in each case to the extent not required under the Express Perfection Requirements. Subject to the Local Requirements Exception, the relevant Owner Subsidiary has good and marketable legal title to its respective Pool Aircraft, free and clear of Liens other than Permitted Liens.
(b)None of the Collateral nor any Pool Aircraft Collateral has been sold or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, no Collateral nor any Pool Aircraft Collateral is described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been terminated (or agreed to be terminated by the secured parties referenced therein) and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral or any Pool Aircraft Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated (or agreed to be terminated by the secured parties referenced therein) or that have been made in connection with Permitted Liens, the Security Agreement or any other Security Document in favor of the
- 52 -
Term Loan Credit Agreement

Collateral Agent, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.
(c)The rights and obligations of each Owner Subsidiary and each Intermediate Lessee (as lessor, as applicable) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens.
Section 1.07.Employee Benefit Plans. Each employee benefit plan (as defined in Section 3(3) of ERISA) maintained or sponsored by AerCap or any Subsidiary complies in all material respects with all applicable requirements of law and regulations. During the 12- consecutive-month period prior to the execution and delivery of this Agreement, no ERISA Event has occurred, except in any such case for events which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Neither AerCap nor any ERISA Affiliate is a member of, or contributes to, any Multiemployer Plan as to which the potential Withdrawal Liability based upon the most recent actuarial report could reasonably be expected to have a Material Adverse Effect. Neither AerCap nor any Subsidiary has any material contingent liability with respect to any post-retirement benefit under an employee welfare benefit plan (as defined in section 3(i) of ERISA), other than liability for continuation coverage described in Part 6 of Title I of ERISA.
Section 1.08.Investment Company Act. No Transaction Party is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Transaction Party is subject to regulation under the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur indebtedness or which may otherwise render all or any portion of the Obligations unenforceable.
Section 1.09.Regulation U. No Transaction Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board). No proceeds of the Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.
Section 1.10.Information. All written information (other than Appraisals and third- party generated information) furnished by or on behalf of any Transaction Party to any Lender Party in connection with this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, on the date furnished (and when taken in connection with previous information so furnished, and the information contained in AerCap’s filings with the Securities and Exchange Commission) shall have been, to the best of AerCap’s knowledge after due inquiry, true and accurate in every material respect as of the date of such information, and none of such information contains any material misstatement of fact or omits to state any material fact necessary to make such information, in light of the circumstances under which it was made or provided, not misleading, provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes an opinion or forecast, AerCap represents only that it acted in good faith and utilized assumptions reasonable at the time made (based upon accounting principles consistent with the historical audited financial statements of AerCap) and exercised due care in the preparation of such information, report, financial statement, exhibit or schedule, it being understood that projections may vary from actual results and that such variances may be material.
(b)All information (other than Appraisals and third-party generated information) furnished by AerCap to any Lender Party on and after the date hereof shall be, to the best of AerCap’s knowledge after due inquiry, true and accurate in every material respect as of the date
- 53 -
Term Loan Credit Agreement

of such information, and none of such information shall (and when taken in connection with previous information so furnished, and the information contained in AerCap’s filings with the Securities and Exchange Commission) contain any material misstatement of fact or shall omit to state any material fact necessary to make such information, in light of the circumstances under which it was made or provided, not misleading, provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes an opinion or forecast, AerCap represents only that it acted in good faith and utilized assumptions reasonable at the time made (based upon accounting principles consistent with the historical audited financial statements of AerCap) and exercised due care in the preparation of such information, report, financial statement, exhibit or schedule, it being understood that projections may vary from actual results and that such variances may be material.
(c)As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.
Section 1.11.Compliance with Applicable Laws, etc. Each Transaction Party is in compliance with the requirements of all applicable laws, rules, regulations and orders of all Governmental Authorities (including ERISA) applicable to it, except for noncompliance that could not reasonably be expected to have a Material Adverse Effect. No Transaction Party is in default under any agreement or instrument to which such Transaction Party is a party or by which it or any of its properties or assets is bound, which default could reasonably be expected to have a Material Adverse Effect. No Event of Default or Default has occurred and is continuing.
Section 1.12.Insurance. Each Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement.
Section 1.13.Taxes. Each Transaction Party has filed all Tax returns which are required to have been filed and has paid, or made adequate provisions for the payment of, all of its Taxes which are due and payable, except such Taxes, if any, as are being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP or IFRS (as applicable) have been established, and except where failure to files such returns or pay such Taxes, individually or in the aggregate, cannot reasonably be expected to have a Material Adverse Effect.
Section 1.14.Transaction Party Information. Schedule 3.14, as updated from time to time in writing to the Lender Parties, accurately sets forth with respect to each Transaction Party (i) the location of its chief executive office or registered office (as applicable), (ii) its jurisdiction of incorporation, (iii) its entity type and (iv) its employer or taxpayer or organizational identification number (if any) issued by its jurisdiction of incorporation. Each Transaction Party only has one jurisdiction of incorporation.
Section 1.15.Solvency. As of the Effective Date (and as also reflected on AerCap’s consolidated balance sheet dated as of December 31, 2020, and confirmed by the Appraisals dated as of December 31, 2020, as the case may be, delivered to the Administrative Agent as a condition to the occurrence of the Effective Date), the fair value of the assets of each of (x) AerCap and (y) Parent Holdco and its Subsidiaries taken as a whole, exceed their respective liabilities. As of the Effective Date, neither the Transaction Parties taken as a whole nor AerCap nor the Borrower is or will be rendered insolvent as a result of the transactions contemplated by this Agreement and the other Loan Documents.
Section 1.16.Sanctions. Except as permitted under Sanctions after giving effect to any license, waiver, exception or other exemption, none of the Transaction Parties, any of their subsidiaries or any director, officer or, to the knowledge of the Borrower and each other Obligor, employee, agent, affiliate or representative of any Transaction Party or any of its subsidiaries is a
- 54 -
Term Loan Credit Agreement

Person that is (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), the Government of Ireland or other sanctions authority relevant in the United States, Ireland or any other jurisdiction of incorporation or formation of any Transaction Party (collectively, “Sanctions”), including by virtue of being owned or controlled by another party that is the subject of Sanctions, or (ii) domiciled, organized or resident in a country or territory that is the subject of comprehensive Sanctions (a “Prohibited Country”). For the avoidance of doubt, as of the date of this Agreement, the Prohibited Countries are Cuba, the Crimea region of Ukraine, Iran, North Korea, and Syria.
Section 1.17.Description of Aircraft and Leases, Etc.
(a)Schedule 3.17(a) attached hereto, as amended from time to time pursuant to Section 2.10 and Section 5.09(a)(vii) hereof is a true and correct list of all PS Pool Aircraft and the country of registration of such PS Pool Aircraft.
(b)Schedule 3.17(b) attached hereto, as supplemented from time to time pursuant to Section 5.09(a)(vii), is a true and correct list of all Leases (including, without limitation, any head leases) in effect with respect to the PS Pool Aircraft and the name and jurisdiction of organization or incorporation of the applicable Lessees.
Section 1.18.Ownership. Subject to the Local Requirements Exception, an Owner Subsidiary Owns each Pool Aircraft. AerCap directly or indirectly holds 100% of the Equity Interest in the Parent Holdco. Parent Holdco holds 100% of the Equity Interest in the Borrower. The Borrower holds 100% of the Equity Interest in each Subsidiary Holdco. As of each Release Date, (i) a Subsidiary Holdco or an Owner Subsidiary holds 100% of the Equity Interest, and a Subsidiary Holdco directly or indirectly holds 100% of the Equity Interest, in each Owner Subsidiary that Owns a Related Pool Aircraft and (ii) if applicable, a Subsidiary Holdco or an Owner Subsidiary or Intermediate Lessee holds 100% of the Equity Interest, and a Subsidiary Holdco directly or indirectly holds 100% of the Equity Interest, in each Intermediate Lessee that leases a Related Pool Aircraft.
Section 1.19.Use of Proceeds. The proceeds of the Loans will be used by the Borrower (a) to fund a portion of the purchase price payable by AerCap to General Electric Company for the acquisition of GE Capital Aviation Services LLC and (b) for general corporate purposes of AerCap and its subsidiaries.
ARTICLE 4
Conditions
Section 1.01.Effective Date. The obligations of each Lender to make its Loans hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a)The Administrative Agent (or its counsel) shall have received from each party hereto executed counterparts of this Agreement, including sufficient original executed counterparts for each Lender.
(b)The Collateral Agent shall have received from each party thereto executed counterparts of the Security Agreement and each Charge of Shares.
(c)The Collateral Account shall have been established and the Administrative Agent shall have received from the Borrower, the Securities Intermediary and the Collateral Agent executed counterparts to the Account Control Agreement.
- 55 -
Term Loan Credit Agreement

(d)The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated the Effective Date) of Milbank LLP, counsel for the Obligors, with respect to New York law, NautaDutilh N.V., counsel for the Obligors, with respect to Dutch law, McCann FitzGerald, joint deal counsel, with respect to Irish law, Morris, Nichols, Arsht & Tunnell LLP, joint deal counsel and Morris James LLP, joint deal counsel with respect to Delaware law, and Parr Brown Gee & Loveless, PC, joint deal counsel with respect to Utah law, in the forms of Exhibits D-1A, D-1B, D-1C, D-1D, D-1E and D-1F (as applicable) hereto. The Obligors hereby request such counsel to deliver such opinions.
(e)The Collateral Agent shall have received UCC Financing Statements from each Grantor (as defined in the Security Agreement), naming such Grantor as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f)The Administrative Agent shall have received such documents and certificates as it or its counsel may reasonably request relating to the organization or incorporation (as applicable), existence and, if applicable, good standing (in each case that is not more than two months old) of each Obligor, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Obligors (including, where the relevant Obligor is incorporated in Ireland, such documentary evidence that such Obligor has complied with any applicable law in Ireland relating to financial assistance), the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(g)The Administrative Agent shall have received such documents and certificates as it or its counsel may reasonably request relating to the organization, existence and, if applicable, good standing of the Securities Intermediary, the authorization of the transactions contemplated by the Account Control Agreement and any other legal matters relating to the Securities Intermediary in connection with the Loan Documents or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to it and its counsel.
(h)The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of AerCap, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section 4.01.
(i)The Borrower shall have paid all fees and other amounts due and payable to the Lender Parties or other Person in connection with the transactions contemplated under the Loan Documents on or before the Effective Date, including, without duplication, (i) any amounts due under the Fee Letter to any Person; and (ii) all other fees and other amounts due and payable to any other Person pursuant to any other agreement related to the transactions contemplated in the Loan Documents to the extent invoiced in reasonable detail.
(j)The Administrative Agent and the Collateral Agent shall have received the results of a Lien search in the jurisdiction of organization of each relevant Borrower Party to the extent available therein that is not more than two months old, revealing no Liens on any of the assets of any Borrower Party or the Collateral (other than Permitted Liens).
(k)All consents and approvals required to be obtained by the Borrower, AerCap, AerCap Ireland, or any other Obligor from any Governmental Authority or other Person in connection with the transactions contemplated by the Loan Documents dated as of a date on or prior to the Effective Date shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome condition.
- 56 -
Term Loan Credit Agreement

(l)The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document dated as of a date on or prior to the Effective Date shall be true and correct on and as of the 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 as of such earlier date.
(m)As of the Effective Date, no Default or Event of Default shall have occurred and be continuing.
(n)The Administrative Agent shall have received three Appraisals of each PS Pool Aircraft in form and substance reasonably satisfactory to it. Each such Appraisal shall have been conducted by a Qualified Appraiser prior to the Effective Date.
(o)The Administrative Agent shall have received from each Obligor such charges, consents, UCC Financing Statements and amendments and other similar instruments, agreements, certificates, documents and opinions of counsel as the Administrative Agent may reasonably request, together with evidence to the Administrative Agent’s reasonable satisfaction that all necessary actions have been taken, in order to grant the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in, and Lien on, the Equity Collateral (in respect of the Borrower and each Subsidiary Holdco) and the Account Collateral to the extent required under the Express Perfection Requirements.
(p)The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the Equity Collateral (in respect of the Borrower and each Subsidiary Holdco) and the Account Collateral to the extent required under the Express Perfection Requirements.
(q)Each Lender who requests a Note (or the Administrative Agent, on behalf of each such Lender) shall have received a signed original of a Note with respect to its Loan, duly executed by the Borrower.
(r)Prior to the Effective Date, the Lenders 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. If the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered a Beneficial Ownership Certification.
Promptly after the Effective Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding.
Without limiting the generality of the provisions of the last two paragraphs of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement 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 notice from such Lender prior to the proposed Effective Date specifying its objection thereto.
Section 1.02.Release Date. The obligations of the Collateral Agent to release the Aggregate Requested Release Amount from the Collateral Account pursuant to a Release Request hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
- 57 -
Term Loan Credit Agreement

(a)The Collateral Agent and the Administrative Agent shall have received a duly executed and completed Release Request.
(b)On the relevant Release Date, the Borrower shall be in compliance with the Loan- to-Value Ratio.
(c)The Collateral Agent shall have received the following documents or instruments: (i) each Subsidiary Holdco or Owner Subsidiary pledging the Equity Collateral in an Owner Subsidiary that Owns a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge of Shares in respect of such Equity Collateral, (ii) if applicable, each Subsidiary Holdco, Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in any Intermediate Lessee that leases a Related Pool Aircraft for such Release Date shall have executed and delivered a Grantor Supplement or a Collateral Supplement in respect of such Equity Collateral and, if relevant, a Charge of Shares in respect of such Equity Collateral, (iii) in the case of any Owner Subsidiary or Intermediate Lessee pledging the Equity Collateral in an Owner Subsidiary or Intermediate Lessee, such Subsidiary Obligor shall have executed and delivered an Obligor Assumption Agreement to the Administrative Agent and (iv) confirmation with respect to the International Registry that the Required Cape Town Registrations have been or will promptly thereafter be made.
(d)The Administrative Agent shall have received a favorable written opinion (addressed to each Lender Party and dated such Release Date), in each case with respect to the applicable Relevant Collateral and Pool Aircraft Collateral, of each of (i) Milbank LLP with respect to New York law, and McCann FitzGerald with respect to Irish law, each counsel for the Obligors, substantially in the forms of Exhibits D-2A and D-2B (as applicable) hereto (unless the relevant Release Date is the Effective Date, in which case no additional opinions shall be required under this sub-clause (i)) and (ii) counsel to the Relevant Release Parties in each jurisdiction of organization or incorporation (as applicable) of such Relevant Release Party other than the State of New York or Ireland, if any, with respect to the laws of such jurisdiction, in form and substance reasonably satisfactory to the Administrative Agent. The Obligors request such counsel to deliver such opinions.
(e)The Collateral Agent shall have received UCC Financing Statements from the relevant Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee), naming such Subsidiary Holdco (or Owner Subsidiary or Intermediate Lessee) as debtor, naming the Collateral Agent (for the benefit of the Secured Parties) as secured party and describing the applicable Equity Collateral in respect of the relevant Owner Subsidiaries, and if applicable, the relevant Intermediary Lessees (such UCC Financing Statements to be reasonably satisfactory to the Collateral Agent).
(f)The Administrative Agent shall have received such documents and certificates relating to the organization, existence and, if applicable, good standing (in each case that is not more than six months old) of the Relevant Release Parties, the authorization of the transactions contemplated by the applicable Loan Documents relating to each of the Relevant Release Parties, the applicable Loan Documents, the applicable Collateral or the transactions contemplated hereby or thereby, all in form and substance reasonably satisfactory to the Collateral Agent and their counsel, including, Organizational Documents, Operating Documents, resolutions and incumbency certificates.
(g)The Administrative Agent shall have received a certificate, dated as of the Release Date and signed by the President, a Vice President or a Financial Officer of AerCap, confirming (x) compliance with the conditions set forth in clauses (j) and (k) of this Section 4.02 and (y) to the extent consistent with Leasing Company Practice, that each of the Related Pool Aircraft is (or
- 58 -
Term Loan Credit Agreement

is in the process of becoming in due course) registered in the country of registration of such Pool Aircraft in the name of the relevant Owner Subsidiary as the owner and lessor (or, if there is an Intermediate Lessee in respect of such Pool Aircraft, the Intermediate Lessee as lessor) of such Related Pool Aircraft if and to the extent customary and applicable in such country (including after giving effect to the Local Requirements Exception) and, to his or her knowledge, there are no Liens in such country in respect of such Related Pool Aircraft (other than Permitted Liens).
(h)There shall have been paid all fees and other amounts due and payable to the Administrative Agent and the Collateral Agent in connection with the transactions contemplated under the Loan Documents on or before the relevant Release Date, including all fees, expenses and other amounts (including the reasonable fees and expenses of legal counsel) due and payable to any other Person pursuant to any other agreement related to the Release Date and the transactions contemplated thereby.
(i)The Administrative Agent and the Collateral Agent shall have received the results of searches with the International Registry with respect to each Related Pool Aircraft, revealing no Liens on any Related Pool Aircraft Collateral, in each case other than Permitted Liens.
(j)The representations and warranties of the Obligors contained in Article 3 of this Agreement and contained in each other Loan Document applicable to such Release Date as provided in Article 3 of this Agreement shall be true and correct on and as of the Release 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 as of such earlier date.
(k)Immediately after giving effect to the release of such Aggregate Requested Release Amount from the Collateral Account, no Default or Event of Default shall have occurred and be continuing.
(l)The Administrative Agent shall have received evidence reasonably satisfactory to it that each of the Related Pool Aircraft is Owned by an Owner Subsidiary as of the applicable Release Date, including, without limitation, a warranty bill of sale (and, for any Related Pool Aircraft registered with the FAA, an FAA bill of sale) in respect of each Related Pool Aircraft.
(m)The Administrative Agent shall have received three initial Appraisals (to the extent such Appraisals were not delivered to the Administrative Agent on or prior to the Effective Date or under Section 2.10(b)) of each Related Pool Aircraft in form and substance substantially similar to those delivered with respect to the Effective Date or otherwise reasonably satisfactory to it.
(n)The Collateral Agent, for the benefit of the Secured Parties, shall have a first priority perfected security interest in the relevant Collateral (to the extent of the Express Perfection Requirements, subject to any change in law).
(o)The Administrative Agent shall have received insurance certificates and broker’s letters or other evidence reasonably satisfactory to the Administrative Agent confirming that each relevant Transaction Party maintains, or has caused to be maintained, insurance as required by the Security Agreement with respect to the Related Pool Aircraft.
(p)The Administrative Agent shall have received an Obligor Assumption Agreement duly executed and delivered by each Subsidiary Obligor.
Promptly after the Release Date occurs, the Administrative Agent shall notify each other Lender Party and each Borrower Party thereof, and such notice shall be conclusive and binding.
- 59 -
Term Loan Credit Agreement

Without limiting the generality of the provisions of the last paragraph of Section 8.03, for purposes of determining compliance with the conditions specified in this Section 4.02, each Lender that has signed this Agreement 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 notice from such Lender prior to the proposed Release Date specifying its objection thereto.
Section 1.03.Quiet Enjoyment Letters. Without limiting Section 8.12 of the Security Agreement, if requested by the Borrower in respect of such Release Date or thereafter, the Collateral Agent shall promptly provide a letter (in the form provided to the Collateral Agent by the Borrower) confirming it will comply with the quiet enjoyment requirements and other related requirements specified in the letter (such requirements to be in accordance with, and as set forth in, the relevant Lease or the Security Agreement or otherwise reasonably acceptable to the Administrative Agent) relating to the Lease of the Aircraft that is a Pool Aircraft or that, in connection with a Release Date, will be a Pool Aircraft as of such Release Date. Notwithstanding anything contained herein, the parties hereto hereby confirm and agree that, prior to the date of this Agreement, Citibank, N.A., has, at the request of the Borrower, executed letters and agreements as “Collateral Agent” and as “Administrative Agent” with respect to certain lease agreements that the Borrower anticipated would be Leases, and that Citibank, N.A.’s actions and decisions and other determinations in connection therewith shall be deemed actions and decisions and determinations of the Collateral Agent and the Administrative Agent, respectively, for all purposes of this Agreement and the Security Agreement and that, for the avoidance of doubt, Citibank, N.A., the Collateral Agent and Administrative Agent shall be afforded all of the rights, protections, immunities and indemnities pursuant to Section 9.03 of this Agreement and Section 7.01 of the Security Agreement with respect to such actions and decisions and determinations.
ARTICLE 5
Covenants
Until all the principal of and interest on the Loans and all fees payable hereunder have been paid in full, each Obligor covenants and agrees with each Lender Party that:
Section 1.01.Legal Existence and Good Standing. Except as permitted under Section 2.10 or Section 5.17, such Obligor shall do or cause to be done all things necessary to preserve and keep in full force and effect the corporate or trust existence and the rights (charter and statutory) and franchises of each Transaction Party; provided, however, that no Obligor will be required to preserve any such right or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct of the business of such Transaction Party and that the loss thereof is not disadvantageous in any material respect to the Lenders or the Administrative Agent.
Section 1.02.Protection of Security Interest of the Lenders.
(a)Except to the extent not required under the Express Perfection Requirements, the relevant Borrower Party shall deliver to the Collateral Agent such additional supplements to the Security Agreement, charges, consents and other similar instruments, agreements, certificates, opinions and documents (including UCC Financing Statements and charge documents) to effectuate the terms hereof and under and in accordance with the Security Documents and thereby to:
(i)(A) grant, maintain, protect and evidence security interests in favor of the Collateral Agent, for the benefit of the Secured Parties and (B) take all actions necessary
- 60 -
Term Loan Credit Agreement

to perfect security interests in favor of the Collateral Agent in accordance with the laws of the United States, Ireland and any Other Relevant Jurisdiction (or any instrumentality thereof) (including but not limited to the filing of UCC Financing Statements in the appropriate locations, including the District of Columbia, and appropriate offices and registrations and recordings with the Irish Companies Registration Office), in any or all present and future property of each Borrower Party which would constitute Collateral under and in accordance with the terms of the Security Documents prior to the Liens or other interests of any Person, except to the extent Permitted Liens may have priority; and
(ii)otherwise establish, maintain, protect and evidence the rights provided to the Collateral Agent, for the benefit of the Secured Parties, under and in accordance with the terms hereof and of the Security Documents including anything that may be necessary under the laws of the United States, Ireland and any Other Relevant Jurisdiction (or any instrumentality thereof).
(b)No Borrower Party shall change its name, identity or corporate structure (within the meaning of Article 9 of the UCC) unless such Borrower Party shall have given the Collateral Agent at least thirty (30) days’ prior written notice thereof; provided that, upon the Collateral Agent’s request in any case in which, in the Collateral Agent’s reasonable opinion, such change of name, identity or corporate structure would or could make the Security Agreement, the other Security Documents, any filings or registrations or any financing statement or continuation statement filed pursuant to the terms hereof or any other Loan Documents misleading within the meaning of Section 9-402(7) of the UCC or any other applicable law, such Borrower Party shall, within 10 days of any request therefor, file such requested amendments to all previously made filings or registrations and all previously filed financing statements and continuation statements.
(c)Each Borrower Party shall give the Collateral Agent at least thirty (30) days’ prior written notice of any change of such Borrower Party’s jurisdiction of incorporation.
(d)Each Borrower Party shall furnish to the Collateral Agent from time to time such statements and schedules further identifying and describing the Collateral as the Collateral Agent may reasonably request for the purposes described in Section 5.02(a), all in reasonable detail.
Section 1.03.Ownership, Operation and Leasing of Pool Aircraft; Ownership of Borrower and Each Subsidiary Holdco.
(a)No Transaction Party shall:
(i)other than in connection with a sale, transfer or other disposition permitted under Section 5.04, permit any Person other than (x) a Subsidiary Holdco or an Owner Subsidiary (except to the extent of the Local Requirements Exception or as provided in the definition of “Own”) to own beneficially any Pool Aircraft or (y) an Owner Subsidiary (except to the extent of the Local Requirements Exception or as provided in the definition of “Own”) to hold title to any Pool Aircraft (it being understood that in each case described above an Owner Subsidiary may be an Intermediate Lessee);
(ii)other than in connection with a sale, transfer or other disposition permitted under Section 5.04, permit any Person other than a Subsidiary Holdco or another Owner Subsidiary (or in the case of an Intermediate Lessee, another Intermediate Lessee) (in each case, except to the extent of the Local Requirements Exception) to hold any portion of the Equity Interest in any Owner Subsidiary or any Intermediate Lessee; or
- 61 -
Term Loan Credit Agreement

(iii)enforce or amend, replace or waive any term of, or otherwise modify, any Lease with respect to any Pool Aircraft in a manner other than in a manner consistent with Leasing Company Practice;
(b)At all times, (i) AerCap shall directly or indirectly hold 100% of the Equity Interest in the Parent Holdco, (ii) Parent Holdco shall directly hold 100% of the Equity Interests in the Borrower, (iii) the Borrower shall directly hold 100% of the Equity Interests in each Subsidiary Holdco and (iv) a Subsidiary Holdco shall directly hold 100% of the Equity Interests in each Owner SPE and each Intermediate Lessee.
Section 1.04.Limitation on Disposition of Aircraft; Limitation on Disposition of Certain Equity Collateral. Except as expressly provided in Section 2.10 or Section 5.17 or in the Security Agreement, no Transaction Party shall sell, transfer or otherwise dispose of any Pool Aircraft or an Owner Subsidiary unless the requirements in Section 5.16(a) and the Average Age Requirement shall be satisfied after giving pro forma effect to such sale, transfer or other disposition. Except as provided in Section 5.17, Parent Holdco shall not sell, transfer or otherwise dispose of any of its Equity Interest in Borrower. Except after a release of a Subsidiary Holdco, as expressly provided in Section 2.10(i) or as provided in Section 5.17, the Borrower shall not sell, transfer or otherwise dispose of any of its Equity Interest in any Subsidiary Holdco.
Section 1.05.Payment of Taxes or Other Claims. Each Transaction Party will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon such Transaction Party or any of its Subsidiaries, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of such Transaction Party or any of its Subsidiaries that is not a Permitted Lien; provided, however, that such Transaction Party shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.
Section 1.06.Representations Regarding Operation. No Transaction Party shall represent or hold out, or consent to any Lessee to represent or hold out, any Lender Party in its capacity as such as (i) the owner or lessor of any PS Pool Aircraft, (ii) carrying goods or passengers on any PS Pool Aircraft or (iii) being in any way responsible for any operation of carriage (whether for hire or reward or gratuitously) with respect to any PS Pool Aircraft.
Section 1.07.Compliance with Laws, Etc. Each Transaction Party shall comply in all material respects with all Requirements of Law (including ERISA or any laws applicable to any Foreign Pension Plan), rules, regulations and orders and (except as otherwise provided herein) preserve and maintain its corporate rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such rights, franchises, qualifications, and privileges is caused by a Third Party Event (and only for so long as the applicable Transaction Party is complying with the requirements of the proviso to the last paragraph of Section 5.20(a)) or would not materially adversely affect the Collateral, the collectability of monies owed under the Leases or the ability of such Obligor to perform its obligations under the Loan Documents.
Without limiting the foregoing, each Transaction Party shall obtain all governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required to be obtained by it in connection with the Loan Documents and for the Pool Aircraft Owned or leased by it, including a current certificate of airworthiness for each Pool Aircraft (issued by the applicable aviation authority and in the appropriate category for the nature of operations of such Pool Aircraft) unless such Pool Aircraft is not subject to a Lease or is undergoing re-registration,
- 62 -
Term Loan Credit Agreement

maintenance or modification or unless the failure to obtain any such governmental registration, certificate, license, permit or authorization would not materially adversely affect the Collateral, the collectability of monies owed under the Leases or the ability of such Obligor to perform its obligations under the Loan Documents, in which case the appropriate governmental (including regulatory) registrations, certificates, licenses, permits and authorizations shall be maintained.
Section 1.08.Notice of Adverse Claim or Loss. AerCap shall notify the Lender Parties promptly after a responsible officer of AerCap obtains knowledge thereof, in writing and in reasonable detail, (i) of any Adverse Claim known to it made or asserted against any of the Pool Aircraft Assets or any of the Collateral, (ii) of the occurrence of any event which would have a material adverse effect on the assignments and security interests granted by the Borrower Parties under any Loan Document, (iii) of any loss, theft, damage, or destruction to any Pool Aircraft if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed the greater of the damage notification threshold under the relevant Lease and $10,000,000; and (iv) as soon as such Obligor becomes aware of any settlement offer received by such Obligor with respect to any claim of damage or loss in excess of $20,000,000 with respect to a Pool Aircraft.
Section 1.09.Reporting Requirements.
(a)AerCap shall furnish, or cause to be furnished, to the Administrative Agent:
(i)as soon as available and in any event within 95 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements, prepared in accordance with GAAP, for such year of AerCap and its consolidated subsidiaries, certified by any firm of nationally recognized independent certified public accountants;
(ii)as soon as available and in any event within 50 days after the end of each of the first three quarters of each Fiscal Year, with respect to AerCap and its consolidated subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer in charge of financial matters of AerCap (or AerCap, as applicable) identifying such balance sheets or statements as being the balance sheets or statements of AerCap described in this paragraph (ii) and stating that the information set forth therein fairly presents the financial condition of AerCap and its consolidated subsidiaries as of the last day of such quarter of such Fiscal Year in conformity with GAAP, subject to year-end adjustments and omissions of footnotes and subject to the auditors’ year-end report;
(iii)concurrently with each delivery of financial statements under clause (i) or above, a certificate of a Financial Officer of AerCap (A) certifying as to whether to his or her knowledge an Event of Default has occurred and is continuing and, if an Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (B) stating whether any change in GAAP or in the application thereof has occurred since the date of AerCap’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;
(iv)as soon as possible and in any event within three Business Days after he or she obtains knowledge of the occurrence and continuance of a Default or an Event of Default (including, for the avoidance of doubt, by receipt of a notice of any default under any Indebtedness which with the passing of time or giving of notice or otherwise could
- 63 -
Term Loan Credit Agreement

reasonably be expected to lead to an Event of Default under Article 6(f)), a written statement of a Financial Officer of AerCap setting forth complete details of such Default or Event of Default, and the action, if any, which the Obligors have taken or propose to take with respect thereto;
(v)promptly, from time to time, subject to applicable confidentiality restrictions (including Section 9.14) and the terms of the Leases, such information, documents, Records or reports respecting the Pool Aircraft, the Leases, the Pool Aircraft Assets or the condition or operations, financial or otherwise, of the Obligors or any of their subsidiaries which the Administrative Agent may, from time to time, reasonably request and which are reasonably available to any Transaction Party (including by making a reasonable request for information, reports or action under any Lease or otherwise from a third party which any Transaction Party is reasonably entitled to make, it being understood that no Transaction Party shall be liable for such third party’s failure to provide such information, reports or action);
(vi)prompt written notice of the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the performance of any Obligor’s obligations hereunder or under any other Loan Document, or invalidating, or having the effect of invalidating, any provision of this Agreement, or any other Loan Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which a responsible officer has knowledge;
(vii)a certificate of a Financial Officer in substantially the form of Exhibit G (an “LTV Certificate”) (A) on or prior to each LTV Determination Date; provided that with respect to an LTV Determination Date, (1) to the extent such LTV Certificate provides that an additional Aircraft will be added to the Designated Pool to effect an LTV Cure, and to the extent the Appraisals required to be provided for such Aircraft are not yet available, such LTV Certificate shall describe (and apply for the purposes of the required calculations) the Appraised Values that AerCap estimates in good faith with respect to such Aircraft, noting therein that such Appraisals are not yet available and (2) AerCap shall, promptly after receiving the Appraisals required to be provided for such Aircraft (and in no event later than the addition of such Aircraft to the Designated Pool), provide to the Administrative Agent an updated and completed LTV Certificate with respect to and dated as of the relevant LTV Determination Date; and (B) with respect to an Event of Loss or a Specified Representation Deficiency, within ten Business Days after the Chief Financial Officer’s knowledge thereof a certificate setting forth the effect on the Loan-to-Value- Ratio of such Event of Loss or Specified Representation Deficiency and on the LTV Cure thereof an LTV Certificate with respect thereto; and
(viii)with each LTV Certificate in respect of the Payment Dates occurring in June (other than the first Payment Date and the Final Maturity Date) and December, three Appraisals of each Pool Aircraft from Qualified Appraisers and, at any time during the continuance of an Event of Default, at the request of the Administrative Agent, Appraisals of the Pool Aircraft specified in such request from Qualified Appraisers. Each Appraisal shall be conducted (i) by a Qualified Appraiser, (ii) at the sole cost and expense of the Borrower and (iii) with an “as of” valuation date no more than thirty (30) days prior to the date such Appraisal is furnished.
(b)The Lender Parties are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to any other Lender Party, to any Government Authority having jurisdiction over any such Person or any Transaction Party pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating
- 64 -
Term Loan Credit Agreement

agency in connection with their respective ratings of commercial paper issued by the Lenders or to any other Person who shall acquire or consider the assignment of, or acquisition of any interest in, any Obligation permitted by this Agreement; provided that such Person (not including any Government Authority or any rating agency) agrees in writing to the confidentiality provisions set forth in Section 9.14.
(c)Documents required to be delivered pursuant to this Section 5.09(a)(i), (ii), (iii), (v), (vii) and (viii) (and other similar documents that are (x) required to be delivered pursuant to the Loan Documents that are certificates or statements provided on scheduled dates, (y) copies of Leases or other Pool Aircraft Collateral documents, (including under Section 5.20(c)) or (z) copies of documents provided after request by a Lender Party) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which AerCap posts such documents on AerCap’s website on the Internet or at a website address provided to the Administrative Agent; or (ii) on which such documents are posted on AerCap’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that AerCap shall deliver (by electronic mail) to the Administrative Agent “pdf” or other electronic format copies of each document (or a link thereto) listed in clauses (i), (ii), (iii), (iv), (vi), (vii) and (viii) of Section 5.09(a) and such other documents as the Administrative Agent requests AerCap to deliver by electronic mail. Notwithstanding anything contained herein, in every instance AerCap shall be required to provide electronic mail “pdf” copies of the certificates required by Section 5.09(a)(iv) and (vi) to the Administrative Agent. Except for the items in subsections (iii) and (vii) of Section 5.09(a), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by AerCap with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
AerCap hereby acknowledges that (a) the Administrative Agent and/or an Arranger Entity will make available to the Lenders information provided by or on behalf of AerCap hereunder (collectively, “AerCap Materials”) by posting the AerCap Materials on Debtdomain or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to AerCap or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. AerCap hereby agrees that it will use commercially reasonable efforts to identify that portion of the AerCap Materials that may be distributed to the Public Lenders and that (w) all such AerCap Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking AerCap Materials “PUBLIC”, AerCap shall be deemed to have authorized the Administrative Agent, any Arranger Entity and the Lenders to treat such AerCap Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to AerCap or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such AerCap Materials constitute Information, they shall be treated as set forth in Section 9.14); (y) all AerCap Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information”; and (z) the Administrative Agent and an Arranger Entity shall be entitled to treat any AerCap Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information”.
Section 1.10.Limitation on Transactions with Affiliates. No Borrower Party shall enter into, renew or extend any transaction after the date hereof (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of such
- 65 -
Term Loan Credit Agreement

Borrower Party (other than any Borrower Party or any of its Subsidiaries), except upon terms no less favorable to such Borrower Party than could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such an Affiliate and pursuant to enforceable agreements. Notwithstanding the foregoing, nothing in this Section shall have the effect of prohibiting any transaction authorized by Section 2.10 or any insurance transaction that is entered into in the ordinary course of business and not for speculative purposes between a Borrower Party and Parent or any Affiliate of Parent.
Section 1.11.Inspections. Not more frequently than one time per calendar year (unless an Event of Default shall have occurred and be continuing), the Administrative Agent, or its agents or representatives, may, upon reasonable notice and during regular business hours, at the Obligor’s expense, which notice shall in no event be less than five Business Days (except if an Event of Default shall have occurred and be continuing), as requested by the Administrative Agent, (i) examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in the possession or under the control of any Transaction Party and (ii) visit the offices and properties of any Transaction Party, for the purpose of examining such materials described in clause (i) above, and discussing matters relating to the Pool Aircraft Collateral or any Obligor’s performance under the Loan Documents or under the Leases with any appropriate officers or employees of any Transaction Party, having knowledge of such matters.
Section 1.12.Use of Proceeds; Margin Regulations. The proceeds of the Loans will be used (a) to fund a portion of the purchase price payable by AerCap to General Electric Company for the acquisition of GE Capital Aviation Services LLC and (b) for general corporate purposes of AerCap and its subsidiaries. No part of the proceeds of the Loans will be used, directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X.
Section 1.13.Insurance. Each Transaction Party shall maintain or cause to be maintained insurance covering such risks, and in such amounts as specified in Section 2.16 and Schedule V of the Security Agreement.
Section 1.14.Sanctions and Export Restrictions. Except as permitted under Sanctions after giving effect to any license, waiver, exception or other exemption, no Transaction Party shall, nor shall it authorize or cause any of its subsidiaries to, directly or through a subsidiary as applicable, violate, by leasing an Aircraft or otherwise, (A) applicable Sanctions or applicable export control restrictions, or (B) any Law relating to money laundering, including the Bank Secrecy Act, as amended by the Patriot Act or any implementing regulations thereunder, in each case to the extent applicable to such Transaction Party or subsidiary, as applicable, and the effect of which is to have a Material Adverse Effect or result in a risk of criminal liability to any Lender Party; provided that no breach of this Section 5.14 shall be deemed to have occurred by virtue of a Third Party Event if all affected Pool Aircraft and relevant Owner Subsidiaries are removed as Pool Aircraft and Transaction Parties, respectively, promptly in accordance with the provisions of this Agreement. Each Transaction Party shall, and shall cause any of its subsidiaries to, deliver to the Lenders evidence reasonably requested from time to time by the Lenders as necessary to confirm compliance with this Section.
Section 1.15.Sanctions and Anti-Corruption Laws. No Transaction Party shall, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available any funds to any subsidiary, joint venture partner or other Person (x) to fund any activities or business of or with any Person that is the subject of any Sanctions or in any Prohibited Country, in each case, in violation of applicable Sanctions; (y) in any other manner that will give rise to a violation of Sanctions by any Lender Party participating in the Loans, whether as lender,
- 66 -
Term Loan Credit Agreement

borrower, advisor or otherwise; or (z) in any other manner that would constitute a violation of any Anti-Corruption Laws by any party hereto, including any Lender Party.
Section 1.16.Loan-to-Value Ratio; Average Age.
(a)The Borrower will not permit the Loan-to-Value Ratio on any LTV Determination Date to exceed 75%; provided that no breach of the foregoing shall constitute a Default or Event of Default, except to the extent that the Obligors fail to effect an LTV Cure in respect thereof in accordance with Section 5.16(d).
(b)The Loan-to-Value Ratio shall be tested on the Effective Date, each Release Date, each Payment Date, upon each Removal, upon each Deemed Removal, upon a prepayment under Section 2.06 or Section 9.06, upon an Event of Loss and upon a Specified Representation Deficiency in accordance with Section 2.10(h) (each such date, an “LTV Determination Date”).
(c)In the event that the Loan-to-Value Ratio as of any LTV Determination Date is or will be (as applicable in accordance with Sections 5.16(d), after giving effect to any Removal or Deemed Removal of any Pool Aircraft or Owner Subsidiary or other event that triggered the LTV Determination Date) greater than that permitted pursuant to Section 5.16(a), the Obligors shall be required, in any combination, to (i) prepay all or a portion of the principal amount of the Loans by deposit into the Administrative Agent’s Account, (ii) deposit a cash amount into the Collateral Account, (iii) issue Qualifying Letters of Credit and/or (iv) add Non-Pool Aircraft, in each case such that the Pool Aircraft in the Designated Pool shall be in compliance with Section 5.16(a) after giving pro forma effect to such payment and/or addition (each of (i), (ii), (iii) and (iv), an “LTV Cure”), in an aggregate amount sufficient to cause the Loan-to-Value Ratio, after giving pro forma effect to any LTV Cure, to satisfy the requirements of Section 5.16(a) as of such LTV Determination Date. If the Obligors elect to deposit an amount into the Collateral Account or issue Qualifying Letters of Credit (the “Interim Cash”) in effecting an LTV Cure, then the Obligors will have 180 days from such deposit or issuance to effect an LTV Cure of the type described in clause (i) or (iv) above in an aggregate amount sufficient to cause the Loan-to-Value Ratio, after giving pro forma effect to any LTV Cure not including any Interim Cash, to satisfy the requirements of Section 5.16(a) (an “Interim Cure”). Upon such an Interim Cure being effected and certified by AerCap to the Administrative Agent and the Collateral Agent, at the Borrower’s request, the Collateral Agent shall direct the Securities Intermediary to return the relevant Interim Cash or any specified portion thereof to the Borrower, or shall cancel or reduce the face amount of any Qualifying Letter of Credit, as applicable, in each case as specified by the Borrower. If the Borrower so requests in connection with an Interim Cure, the Collateral Agent shall direct the Securities Intermediary (or the issuing bank of the Qualifying Letter of Credit, subject to the terms thereof) to deposit such portion of the Interim Cash specified by the Borrower in the Administrative Agent’s Account to be applied to prepay a portion of the principal amount of the Loans (provided that the Borrower shall pay any applicable Premium Amount as and to the extent otherwise provided in the definition of the term Premium Amount). If AerCap does not certify to the Administrative Agent and the Collateral Agent that an Interim Cure has otherwise been effected before close of business on the 180th day after the Interim Cash is initially deposited in the Collateral Account (or the Qualifying Letter of Credit is issued), the Borrower shall request the Collateral Agent to direct the Securities Intermediary (or the issuing bank of the Qualifying Letter of Credit, subject to the terms thereof) to deposit such Interim Cash into the Administrative Agent’s Account to be applied to prepay a portion of the principal amount of the Loans (and the Borrower shall pay any Premium Amount, as and to the extent otherwise provided in the definition of the term Premium Amount).
(d)The Obligors shall complete the applicable LTV Cure(s) (i) in connection with any LTV Determination Date relating to any Removal (other than as a result of an event described in the second proviso of Appraised Value that is not a Deemed Removal or a Specified
- 67 -
Term Loan Credit Agreement

Representation Deficiency) or Deemed Removal or that is the Effective Date, on or prior to such LTV Determination Date, (ii) after any other LTV Determination Date (other than in connection with an Event of Loss or a Specified Representation Deficiency), (A) with respect to any LTV Cure consisting of prepayment of the Loans or payment of Interim Cash into the Collateral Account (or issuance of a Qualifying Letter of Credit as Interim Cash), within 10 Business Days following such LTV Determination Date and (B) with respect to any other LTV Cure, within 45 days following such LTV Determination Date and (iii) in the case of an LTV Determination Date in connection with an Event of Loss or a Specified Representation Deficiency, within 180 days following such LTV Determination Date.
Section 1.17.Mergers and Consolidations. None of Parent Holdco, the Borrower, any Subsidiary Holdco, any Owner Subsidiary nor any Intermediate Lessee shall merge or consolidate into another Person unless (i) the capital structure immediately prior to such merger or consolidation would remain unchanged after giving effect to such merger or consolidation such that AerCap would directly or indirectly own 100% of the Equity Interest in Parent Holdco, Parent Holdco would directly own 100% of the Equity Interest in the Borrower, the Borrower would directly own 100% of the Equity Interest in each Subsidiary Holdco and, subject to the Local Requirements Exception, each Subsidiary Holdco would directly (or indirectly via Owner Subsidiaries in which it directly or indirectly owns 100% of the Equity Interests) own 100% of the Equity Interest in each of its applicable Owner Subsidiaries, (ii) the successor Person formed by such consolidation or into which the relevant Transaction Party is merged would be the successor Transaction Party such that, for example, if the Borrower merges into a Delaware partnership, the surviving Delaware partnership would become the Borrower, (iii) such successor Person would be bound to perform all of the obligations and duties of its predecessor entity, (iv) no Default or Event of Default shall have occurred and be continuing after giving effect to such merger or consolidation, (v) the Collateral Agent will continue to have a first priority perfected security interest in all of the Collateral (including 100% of the Equity Interest in each such successor Person other than Parent Holdco) subject to Permitted Liens and to the extent required under the Express Perfection Requirements, and will receive a legal opinion from reputable international counsel to such effect and (vi) the Administrative Agent shall have received a certificate, dated as of the date of such merger or consolidation and signed by the President, a Vice President or a Financial Officer of AerCap confirming that each of preceding conditions (i) through (v) have been satisfied.
Section 1.18.Limitation on Indebtedness and Liens. No Transaction Party (other than AerCap or AerCap Ireland) may incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, whether present or future, any Indebtedness other than (i) in the case of the Obligors, Indebtedness under the Loan Documents; (ii) Indebtedness in respect of guarantees by any Borrower Party of any obligation of any Transaction Party (other than of AerCap or AerCap Ireland); (iii) Leases and obligations to Lessees, trustees and others under the Leases, trust agreements and other documents related thereto, including any Indebtedness owed to any Lessee under any such agreement or the Lease with respect to maintenance contributions, redelivery condition adjustment payments or any other obligation of any Subsidiary Holdco, Intermediate Lessee or Owner Subsidiary to a Lessee (in such capacity); (iv) Indebtedness of any Transaction Party owed to AerCap and Pledged Debt; provided that, no such Indebtedness shall be permitted unless (x) such Indebtedness has been subordinated to the Obligations, (y) in the case of any Pledged Debt Collateral, such Pledged Debt Collateral has been pledged to the Collateral Agent for the benefit of the Secured Parties pursuant to the Security Agreement and the Collateral Agent has a first priority perfected security interest in such Pledged Debt Collateral and (z) in the case of any Pledged Debt Collateral, such Pledged Debt Collateral is evidenced by an Instrument which has been delivered and indorsed to the Collateral Agent; (v) Indebtedness required in connection with repossession of an Aircraft or any engine corresponding to an Aircraft; and (vi) Indebtedness in favor of the issuer of a surety, letter of credit or similar instrument to be obtained
- 68 -
Term Loan Credit Agreement

by any Subsidiary Holdco, Intermediate Lessee or Owner Subsidiary in connection with the repossession or detention of an Aircraft or other enforcement action under a Lease. No Transaction Party (other than AerCap or AerCap Ireland) may directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any of its property or assets, except Permitted Liens.
Section 1.19.Limitation on Business Activity. Each Transaction Party (other than AerCap or AerCap Ireland) shall maintain its existence (subject to Section 5.17) as a separate corporation, private company limited by shares, designated activity company, limited liability company, trust or other Person for the sole purpose of (i) in the case of each Owner Subsidiary and each Intermediate Lessee, owning, leasing and disposing of the Pool Aircraft and activities incidental thereto and (ii) in the case of each Borrower Party, holding and disposing of the assets on the terms contemplated to be held hereunder and entering into the Loan Documents and the transactions contemplated thereby and activities incidental thereto, and for no other purpose. Each Transaction Party (other than AerCap or AerCap Ireland) shall observe all trust and corporate formalities necessary to remain a legal entity separate and distinct from, and independent of, AerCap or AerCap Ireland, and in connection therewith shall maintain certain policies and procedures relating to its separateness, including, (x) maintaining its own books, records, accounts and minutes separate from those of AerCap or AerCap Ireland (other than any Transaction Party which is a trust) and (y) maintaining its funds, assets and liabilities separate and distinct from those of AerCap and AerCap Ireland, other Transaction Parties and any other Person, and (z) holding itself out to creditors and the public as a legal entity (other than any trust) separate and distinct from AerCap and AerCap Ireland, other Transaction Parties and any other Person (except for consolidated tax returns (including VAT returns and elections to be disregarded), financial statements and similar reports). Each Transaction Party (other than AerCap or AerCap Ireland) shall not enter into any transactions between another Transaction Party, AerCap or AerCap Ireland, other than on an arm’s length commercial terms basis.
Section 1.20.Operational Covenants.
(a)Operation and Use. Each Borrower Party agrees that no Pool Aircraft will be maintained, used or operated in violation of any law, rule or regulation (including airworthiness directives) of any government or Governmental Authority having jurisdiction over it with respect to such Pool Aircraft or in violation of any airworthiness certificate, license or registration relating to such Pool Aircraft issued by any such government, except for minor violations, and except to the extent any Transaction Party (or, if a Lease is then in effect with respect to such Pool Aircraft, any Lessee of such Pool Aircraft) is contesting in good faith the validity or application of any such law, rule or regulation in any manner that does not involve any material risk of sale, forfeiture or loss of such Pool Aircraft or any material risk of subjecting any Secured Party to criminal liability or materially impair the Liens created by any Security Document; provided that the Transaction Parties shall only be entitled to contest mandatory grounding orders if they (or the applicable Lessee) do not operate such Pool Aircraft during such contest. The Transaction Parties will not operate any Pool Aircraft, or permit any Pool Aircraft to be operated or located, (i) in any area excluded from coverage by any insurance required by the terms of Section 2.16 and Schedule V of the Security Agreement or (ii) in any war zone or recognized or threatened areas of hostilities unless covered by war risk insurance in accordance with Section 2.16 and Schedule V of the Security Agreement, in either case unless indemnified by a Government Authority as provided therein or unless located there due to an emergency or an event outside the Lessee’s control, but only for so long as such emergency or event continues.
Notwithstanding the other provisions of Section 5.07 or this Section 5.20, no breach of Section 5.07 or Section 5.20 shall be deemed to have occurred by virtue of any act or omission of a Lessee or sub-lessee, or of any Person claiming by or through a Lessee or a sub-lessee, or of any Person which has possession of the Pool Aircraft or any engine for the purpose of repairs,
- 69 -
Term Loan Credit Agreement

maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of the Pool Aircraft, or otherwise) (each, a “Third Party Event”); provided that actions taken by AerCap or the Owner Subsidiary or Intermediate Lessee which is the lessor or owner of such Pool Aircraft with respect thereto are in accordance with Leasing Company Practice (taking into account, inter alia, the laws of the jurisdictions in which the Pool Aircraft are located).
(b)Registration. Each Borrower Party shall cause each Pool Aircraft to become (or be in the process of becoming in due course) and remain duly registered, under the laws of a country or jurisdiction that is not a Prohibited Country or that is the country in which such Pool Aircraft is registered as of the date hereof, in the name of the relevant Owner Subsidiary and reflecting the applicable Owner Subsidiary (or, if applicable, the applicable Intermediate Lessee) as lessor, in each case, if and to the extent so permitted under the applicable registry and subject to the Local Requirements Exception and to the extent consistent with Leasing Company Practice; provided that a Pool Aircraft may be unregistered for a temporary period in connection with modification or maintenance of such Pool Aircraft. The Administrative Agent and the Collateral Agent each agree that it will cooperate with the relevant Transaction Party in changing the state of registration of any Pool Aircraft at the cost of the relevant Transaction Party and as the relevant Transaction Party may request, provided that such request does not conflict with any Obligor’s obligations under the Loan Documents. In connection with the registration or reregistration of any Pool Aircraft in any country, any value added tax, customs duty, tariff or other similar government charge or tax relating to the change in jurisdiction or registration of such Aircraft shall have been paid in full (or arrangements shall have been made for such amounts to be timely paid).
(c)Extension, Amendment or Replacement of Leases. Promptly following the effectiveness of any material amendment, supplement or waiver, or renewal, extension or replacement Lease, of any existing Lease in respect of a Pool Aircraft, and subject to the provisions of Section 9.14, the Borrower Parties shall comply with the provisions of Sections 2.06, 2.07 and 2.09 of the Security Agreement, as applicable, and shall deliver the following to the Collateral Agent:
(i)certificates of insurance from qualified brokers of aircraft insurance (or other evidence reasonably satisfactory to the Administrative Agent), evidencing all insurance required to be maintained by the applicable Lessee, together with the endorsements required pursuant to Section 5.13 of this Agreement and Schedule V of the Security Agreement;
(ii)promptly and in any case within 30 days of the effectiveness of the leasing of such Pool Aircraft, a copy of such Lease, and an amended and restated Schedule 3.17(b) incorporating all information required under such schedule with respect to such replacement;
(iii)with respect to any replacement Lease, copies of such legal opinions with regard to compliance with the registration requirements of the relevant jurisdiction, enforceability of such Lease and such other matters customary for such transactions, in each case to the extent that receiving such legal opinions is consistent with Leasing Company Practice; and
(iv)a copy of each material amendment, supplement or waiver to a Lease relating to a Pool Aircraft.
- 70 -
Term Loan Credit Agreement

ARTICLE 6
Events of Default
If any of the following events (“Events of Default”) shall occur:
(a)the Borrower shall fail to pay any principal of the Loans when the same shall become due;
(b)the Borrower shall fail to pay when due any interest on the Loans and such failure shall continue unremedied for a period of three Business Days, or the Borrower shall fail to pay when due any fee or other amount (except an amount referred to in clause (a) above) payable under any Loan Document, and such failure shall continue unremedied for a period of seven Business Days after demand upon or other notice to such Borrower;
(c)any representation, warranty or certification made or deemed made by or on behalf of any Transaction Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made and the adverse effect thereof, if capable of being remedied, shall continue unremedied for a period of 30 days after the date on which the Borrower shall have received written notice thereof from the Administrative Agent (which notice may be given by the Administrative Agent, and will be given by the Administrative Agent at the request of the Required Lenders, during the continuance of such Default);
(d)any Obligor shall fail to observe or perform in any material respect (or, in the case of any such covenant or agreement already qualified by materiality, in any respect) any covenant or agreement contained in Sections 5.01, 5.04, 5.13, 5.16(d) or 5.17;
(e)any Obligor shall fail to observe or perform in any material respect (or, in the case of any such covenant or agreement already qualified by materiality, in any respect) any covenant or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) above), and such failure shall continue unremedied for a period of 60 days (or, if AerCap failed to give notice of such noncompliance or nonperformance pursuant to Section 5.09(a)(iv) within three Business Days after obtaining knowledge thereof, 60 days minus the number of days elapsed between the date a Financial Officer of AerCap obtained such knowledge and the date AerCap gives the notice pursuant to Section 5.09(a)(iv), but in no event less than three Business Days) after the Borrower shall have received written notice thereof from the Administrative Agent (which notice may be given by the Administrative Agent, and will be given by the Administrative Agent at the request of the Required Lenders, during the continuance of such Default);
(f)default under any mortgage, indenture or instrument under which there is issued, or which secures or evidences, any indebtedness for borrowed money of the Borrower or any other Obligor now existing or hereinafter created, which default shall constitute a failure to pay any amount of principal of such indebtedness in an amount exceeding $200,000,000 when due and payable (other than as a result of acceleration), after expiration of any applicable grace period with respect thereto, or shall have resulted in an aggregate principal amount of such indebtedness exceeding $200,000,000 becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged or such acceleration having been rescinded or annulled within a period of 30 days after there has been given a written notice to the Borrower by the Administrative Agent or to the Borrower and the Administrative Agent by Lenders holding at least 25% in principal amount of the Loans at the time outstanding, specifying such default with respect to the
- 71 -
Term Loan Credit Agreement

other indebtedness and requiring such Obligor to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of Default” hereunder;
(g)an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Transaction Party or its debts, or of a substantial part of its assets, under any applicable Federal, state or other bankruptcy (faillite), insolvency, judicial liquidation (liquidation judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), receivership, examinership or similar law (including under the laws of Ireland) now or hereafter in effect or (ii) the appointment of a receiver, examiner, trustee, custodian, sequestrator, conservator commissaire, commissaire surveillant, juge-commissaire, liquidateur, curateur or similar official (including under the laws of Ireland) for any Transaction Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;
(h)any Transaction Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, examinership or other relief under any Federal, state or foreign bankruptcy(faillite), insolvency, judicial liquidation (liquidation judiciaire), composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), receivership, examinership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) above, (iii) apply for or consent to the appointment of a receiver, examiner, trustee, custodian, sequestrator, conservator, commissaire, commissaire surveillant, juge-commissaire, liquidateur, curateur or similar official for any Transaction Party or for a substantial part of its respective assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) have its board of directors or managers vote to approve any action for the purpose of effecting any of the foregoing;
(i)any Transaction Party shall become unable, admit in writing its inability or fail generally, to pay its debts as they become due;
(j)one or more judgments for the payment of money in an aggregate amount exceeding $200,000,000 not covered by insurance shall be rendered against any Transaction Party and shall remain undischarged or not paid for a period of 60 consecutive days during which time such judgment shall not be appealed and execution shall not be effectively stayed, vacated or bonded (or such longer period during which there is no reasonable risk of a judgment creditor attaching or levying upon any Collateral or Pool Aircraft Collateral to enforce any such judgment to the extent not a Permitted Lien);
(k)any Lien purported to be created under any Security Document shall be asserted by any Transaction Party not to be, a valid and perfected Lien (to the extent required under the Express Perfection Requirements) on any Collateral with the same priority as and to the extent provided for under the applicable Security Documents except as a result of a sale, release or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents; or
(l)an ERISA Event shall have occurred that when taken either alone or together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;
- 72 -
Term Loan Credit Agreement

then, and in every such event (except an event with respect to any Transaction Party described in clause (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to AerCap, (i) if such notice shall have been delivered prior to the making of the Loans, declare the Commitments to be terminated or (ii) if such notice shall have been delivered after the making of the Loans, declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are waived by the Borrower; and in the case of any event with respect to any Borrower Party described in clause (g) or (h) above, (1) if such event shall have occurred prior to the making of the Loans, the Commitments shall automatically be terminated and (2) if such event shall have occurred after the making of the Loans, the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Obligors accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are waived by the Obligors.
ARTICLE 7
Guaranty
Section 1.01.Guaranty. Each Obligor (which term when used with reference to a Person providing a guaranty under this Article 7 excludes the Borrower) hereby jointly and severally guarantees the punctual payment in full when due upon the expiration of any applicable remedial period, whether at scheduled maturity or by acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a) or any other applicable law (including under the laws of Ireland)), of the Guaranteed Obligations. Without limiting the generality of the foregoing, the liability of each Obligor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Obligor to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization, examinership or similar proceeding involving such Obligor.
Section 1.02.Contribution. Subject to Section 7.03, each Obligor hereby unconditionally agrees that in the event any payment shall be required to be made to any Secured Party under this Article 7, such Obligor in its capacity as such will contribute, to the maximum extent permitted by law, such amounts to each other Obligor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.
Section 1.03.Guaranty Absolute. Each Obligor guarantees that its Guaranteed Obligations will be paid in accordance with the terms of the Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto. The Obligations of each Obligor under or in respect of this Article 7 are independent of the Guaranteed Obligations or any other Obligations of any other Obligor under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Obligor to enforce this Article 7, irrespective of whether any action is brought against any other Obligor or whether any other Obligor is joined in any such action or actions. The liability of each Obligor under this Article 7 shall be irrevocable, absolute and unconditional, joint and several, and each Obligor hereby irrevocably waives any defenses (other than payment in full of the Guaranteed Obligations and except in respect of a Defaulting Lender) it may now have or hereafter acquire in any way relating to, any or all of the following:
- 73 -
Term Loan Credit Agreement

(a)any lack of value, genuineness, validity, regularity or enforceability of any obligations under any Loan Document or any agreement or instrument relating thereto;
(b)any change in the time, manner or place of payment of, or in any other term of, all or any of its Guaranteed Obligations or any other Obligations of any Obligor under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in its Guaranteed Obligations resulting from the extension of additional credit to any Obligor or any of its subsidiaries or otherwise or any Benchmark Replacement Confirming Changes or any other modifications or other amendments delivered or otherwise implemented or effected (automatically or otherwise) in accordance with or in furtherance of Section 2.12 above;
(c)any taking, exchange, release or non-perfection of security interest in or Lien on any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of its Guaranteed Obligations;
(d)any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Obligor under the Loan Documents or any other assets of any Obligor or any of its subsidiaries;
(e)any change, restructuring or termination of the corporate structure or existence of any Obligor or any of its subsidiaries;
(f)any failure of any Secured Party to disclose to any Obligor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Obligor now or hereafter known to such Secured Party (each Obligor waiving any duty on the part of the Secured Parties to disclose such information);
(g)the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to its Guaranteed Obligations; or
(h)any other circumstance or any existence of or reliance on any representation by any Secured Party that might otherwise constitute a defense available to, or a discharge of, any Obligor or any guarantor or surety other than satisfaction in full of the Obligations.
This Article 7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of such Obligor’s Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Obligor or otherwise, all as though such payment had not been made.
In furtherance of the foregoing and without limiting the generality thereof, each Obligor agrees as follows:
(i)the obligation pursuant to this Article 7 is a guaranty of payment when due and not of collectability, and is a primary obligation of each Obligor and not merely a contract of surety;
(ii)the obligations of each Obligor hereunder are independent of the obligations of the Borrower and the obligations of any other guarantor (including any other Obligor) of the obligations of the Borrower, and a separate action or actions may be brought and prosecuted against such Obligor whether or not any action is brought against
- 74 -
Term Loan Credit Agreement

the Borrower or any of such other guarantors and whether or not the Borrower is joined in any such action or actions;
(iii)payment by any Obligor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Obligor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if the Administrative Agent is awarded a judgment in any suit brought to enforce any Obligor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Obligor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Obligor, limit, affect, modify or abridge any other Obligor’s liability hereunder in respect of the Guaranteed Obligations;
(iv)any Secured Party, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Obligor’s liability hereunder, from time to time, with the consent of the relevant Borrower Parties where applicable or required, may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Obligor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent herewith and any Security Document including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Obligor against any other creditor or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents; and
(v)this Article 7 and the obligations of Obligors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Obligor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Loan Documents or any agreement
- 75 -
Term Loan Credit Agreement

or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Loan Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of the Borrower and any of its subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the Borrower may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Obligor as an obligor in respect of the Guaranteed Obligations.
Section 1.04.Waiver and Acknowledgments. Each Obligor hereby waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 7 and any requirement that any Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Obligor or any other Person or any Collateral.
(b)Each Obligor hereby unconditionally and irrevocably waives any right to revoke this Article 7 and acknowledges that this Article 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future.
(c)Each Obligor hereby unconditionally and irrevocably waives any defense (i) arising by reason of any claim or defense based upon an election of remedies by any Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Obligor or other rights of such Obligor to proceed against any of the other Obligors, any other guarantor or any other Person or any Collateral; (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Obligor under this Article 7 (except for payment and except as against a Defaulting Lender); (iii) arising by reason of the incapacity, lack of authority or any disability or other defense of the Borrower or any Obligor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Borrower or any Obligor from any cause other than payment in full of the Guaranteed Obligations; (iv) based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (v) based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder; (vii) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; and
- 76 -
Term Loan Credit Agreement

(viii) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.
(d)Each Obligor hereby unconditionally and irrevocably waives any duty on the part of any Secured Party to disclose to such Obligor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Borrower Party or any of its subsidiaries now or hereafter known by such Secured Party.
(e)Each Obligor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Loan Documents and that the waivers set forth in this Article 7 are knowingly made in contemplation of such benefits.
Section 1.05.Subrogation. Each Obligor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any other Obligor or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Obligor’s Guaranteed Obligations under or in respect of any Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against any other Obligor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any other Obligor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of such Obligor’s Guaranteed Obligations and all other amounts payable under this Article 7 shall have been paid in full in cash, it being understood that payments in respect of inter-company indebtedness, dividends, capital contributions, servicing arrangements, tax-sharing agreements or other similar matters not prohibited by Article 5 exclusively among the Obligors (and the other Transaction Parties) are not prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing. If any amount shall be paid to any Obligor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Article 7, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such Obligor and shall forthwith be paid or delivered to the Administrative Agent (for the account of the relevant Secured Parties) in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Obligor’s Guaranteed Obligations and all other amounts payable by it under this Article 7, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of such Obligor’s Guaranteed Obligations or other amounts payable by it under this Article 7 thereafter arising. If all of the Guaranteed Obligations and all other amounts payable under this Article 7 shall have been paid in full in cash, the Secured Parties will, at any Obligor’s request and expense, execute and deliver to such Obligor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Obligor of an interest in the Guaranteed Obligations resulting from such payment made by such Obligor pursuant to this Article 7.
Section 1.06.[Reserved.]
Section 1.07.No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
- 77 -
Term Loan Credit Agreement

Section 1.08.Continuing Guarantee. The guarantee in this Article 7 is a continuing guarantee and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Article 7, and (b) inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, transferees and assigns. No Obligor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Administrative Agent.
Section 1.09.Subordination of Certain Intercompany Indebtedness. Each Obligor hereby agrees that any obligations owed to it by another Transaction Party shall be subordinated to the Obligations of such Obligor and that any indebtedness owed to it by another Transaction Party shall be subordinated to the Obligations of such other Obligor, it being understood that such Obligor or such other Transaction Party, as the case may be, may make payments on inter-company indebtedness, dividends, capital contributions, servicing arrangements, tax-sharing agreements or other similar matters not prohibited by Article 5 unless an Event of Default has occurred and is continuing.
Section 1.10.Limit of Liability. Each Obligor shall be liable only for Guaranteed Obligations aggregating up to the largest amount that would not render its Guaranteed Obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law (including under the laws of Ireland).
(b)In the event that the direct or indirect assets of any Obligor incorporated under the laws of Ireland are insufficient to pay in full all claims made by the Secured Parties in respect of Guaranteed Obligations of such Obligor, then the Secured Parties shall have no further claim against such Obligor with respect to its Guaranteed Obligations for amounts that exceed its direct or indirect assets at such time.
Section 1.11.Release. Upon the release of an Obligor as provided in Section 2.10(d), (g) or (i) hereof, the obligations of such Obligor under this Article 7 and under the other Loan Documents shall concurrently therewith automatically be deemed released, discharged and terminated.
Section 1.12.No Collateral. For purposes of clarification, the parties hereto acknowledge and agree that neither of AerCap nor AerCap Ireland is a “Grantor” under the Security Documents and neither of AerCap nor AerCap Ireland has granted or is obligated under the Loan Documents to grant a Lien on any property or other assets of AerCap or AerCap Ireland.
ARTICLE 8
Agents
Section 1.01.Appointment and Authority. Each of the Lenders hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Except as provided herein, the provisions of this Article are solely for the benefit of the Agents and the Lenders, and neither the Borrower nor any other Transaction Party shall have rights as a third party beneficiary of any of such provisions.
(b)In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Transaction Party.
- 78 -
Term Loan Credit Agreement

Section 1.02.Rights as a Lender. Each Person serving as an Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as an Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with AerCap or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.
Section 1.03.Exculpatory Provisions. Each Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, each Agent:
(a)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, and shall not have, by reason hereof or any of the other Loan Documents, a fiduciary relationship in respect of any Lender;
(b)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that such Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that no Agent shall be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to any Loan Document or applicable law; and
(c)shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to AerCap or any of its Affiliates that is communicated to or obtained by the Person serving as such Agent or any of its Affiliates in any capacity.
No Agent shall be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02 and Article 5) or (ii) in the absence of its own gross negligence or willful misconduct. Each Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent by AerCap, the Borrower or a Lender.
No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth anywhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.
No Agent shall be under any obligation to exercise any of the rights or powers vested in it by this Agreement or any other Loan Document, or to institute, conduct or defend any litigation under this Agreement or any other Loan Document or in relation hereto or thereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to such Agent reasonable security or indemnity
- 79 -
Term Loan Credit Agreement

reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.
No Agent shall be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require any Agent to perform, or be responsible or liable for the manner of performance of, any obligations of any Grantor under any of the Loan Documents.
Section 1.04.Reliance by each Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Section 1.05.Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of their duties and exercise their rights and powers by or through their respective Representatives. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Representatives of any Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as an Agent.
Section 1.06.Resignation of Administrative Agent. The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the Borrower’s consent with respect to any such successor proposed within the first 30 days after receipt of such notice of resignation and thereafter in consultation with the Borrower if no Event of Default has occurred and is continuing, to appoint a successor, which shall be a bank that is a national banking association or a bank organized under the laws of a state of the United States, or a branch in the United States of a bank that is not a national banking association or a bank organized under the laws of a state of the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a successor Administrative
- 80 -
Term Loan Credit Agreement

Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Representatives in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.
Section 1.07.Non-Reliance on Agents and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon any Agent or any Lender or any of their Representatives and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon any Agent or any Lender or any of their Representatives and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
Section 1.08.No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the Arranger Entities listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as an Agent or a Lender hereunder,
Section 1.09.Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Obligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise
(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 9.03) allowed in such judicial proceeding; and
(b)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 9.03.
- 81 -
Term Loan Credit Agreement

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.
Section 1.10.Collateral and Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent to, and the Administrative Agent shall, release any Obligor from its obligations under Article 7 if such Person ceases to be an Obligor as a result of a transaction permitted hereunder.
Section 1.11.Erroneous Payments.
(a)If the Administrative Agent (x) notifies a Lender Party or Secured Party, or any Person who has received funds on behalf of a Lender Party or Secured Party (any such Lender Party or Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under Section 8.11(b) below) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender Party or Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 8.11(a) and held in trust for the benefit of the Administrative Agent, and such Lender Party or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this Section 8.11 shall be conclusive, absent manifest error.
(b)Without limiting Section 8.11(a), each Lender Party or Secured Party or any Person who has received funds on behalf of a Lender Party or Secured Party (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender Party or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:
- 82 -
Term Loan Credit Agreement

(i)it acknowledges and agrees that (A) in the case of Section 8.11(b)(x) or 8.11(b)(y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding 8.11(b)(z)), in each case, with respect to such payment, prepayment or repayment; and
(ii)such Lender Party or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding Sections 8.11(b)(x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 8.11(b).
For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 8.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 8.11(a) or on whether or not an Erroneous Payment has been made.
(c)Each Lender Party or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender Party or Secured Party under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender Party or Secured Party under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under Section 8.11(a).
(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with Section 8.11(a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to the Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous
- 83 -
Term Loan Credit Agreement

Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.
(ii)Subject to Section 8.11(d)(i) (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.
(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender Party or Secured Party, to the rights and interests of such Lender Party or Secured Party, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Secured Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Secured Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Secured Obligations owed by the Borrower or any other Loan Party; provided that this Section 8.11(e) shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent; provided, further, that for the avoidance of doubt, Sections 8.11(d)(ii)(x) and 8.11(d)(ii)((y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment.
(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.
(g)Each party’s obligations, agreements and waivers under this Section 8.11(g) shall survive the resignation or replacement of the Administrative Agent, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Secured Obligations (or any portion thereof) under any Loan Document.
- 84 -
Term Loan Credit Agreement

Section 1.12.Certain ERISA Matters.
(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Entity and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that at least one of the following is and will be true:
(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments or this Agreement,
(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement,
(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement, or
(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent or any Arranger Entity, in their sole discretion, and such Lender.
(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, each Arranger Entity and their respective Affiliates and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Obligor, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
- 85 -
Term Loan Credit Agreement

ARTICLE 9
Miscellaneous
Section 1.01.Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
(i)if to any Obligor, the Administrative Agent or the Collateral Agent to the address, telecopier number, electronic mail address or telephone number specified for such Person on Schedule 9.01; and
(ii)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below shall be effective as provided in such subsection (b).
(b)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. Each of the parties acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby acknowledged, each of the Lenders and each Obligor hereby approves distribution of notices and other communications to the Lenders hereunder through the Platform and understands and assumes the risks of such distribution. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
Notwithstanding anything to the contrary herein or in any other Loan Document, each and every notice and request that is to be delivered by the Borrower hereunder or under any other Loan Document may be issued and delivered by AerCap on behalf of the Borrower.
- 86 -
Term Loan Credit Agreement

(c)The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF AERCAP MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM AERCAP MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH AERCAP MATERIALS OR THE PLATFORM. In no event shall any Agent or any of its Affiliates and their respective partners, directors, officers, employees, agents, trustees and advisors (collectively, the “Agent Parties”) have any liability to AerCap, the Borrower, any Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or any Agent’s transmission of AerCap Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to AerCap, the Borrower, any Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d)Change of Address, Etc. Each of the Obligors and each Agent may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the Borrower and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities laws, to make reference to AerCap Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.
(e)Reliance by Agents and Lenders. The Agents and the Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent, each Lender and the Representatives of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with each Agent may be recorded by such Agent, and each of the parties hereto hereby consents to such recording.
Section 1.02.Waivers; Amendments. No failure or delay by any Lender Party in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of
- 87 -
Term Loan Credit Agreement

the Lender Parties under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Obligor therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of the Loans shall not be construed as a waiver of any Default, regardless of whether any Lender Party had notice or knowledge of such Default at the time.
(b)No Loan Document or provision thereof may be waived, amended or modified except, in the case of this Agreement, by an agreement or agreements in writing entered into or consented to by the Borrower and the Administrative Agent (acting at the direction of the Required Lenders) or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the parties thereto with the written consent of the Administrative Agent (acting at the direction of the Required Lenders); provided that without the consent of each affected Lender, no such agreement shall have the effect of (i) increasing the Commitments of such affected Lender; (ii) reducing the amount of principal, interest or fees owing to such affected Lender; and (iii) changing the scheduled times or dates for payment of principal or interest to such affected Lender (it being agreed that prepayments or repayments required under Section 2.06 are excluded from this requirement); provided further that without the consent of all of the Lenders, no such agreement shall have the effect of (i) changing the Loan-To-Value Ratio that is required to be maintained, (ii) releasing all or substantially all of the Collateral prior the repayment of the Loans in full, (iii) releasing an Obligor from its obligations under the Loan Documents except as permitted by (and in accordance with) Section 2.10 or Article 7 or the Security Agreement or amending the terms of such provisions that permit such release, (iv) amending the definition of Required Lenders and (v) amending clause (p) of the definition of Permitted Liens; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Collateral Agent without such Person’s prior written consent. Any purported waiver, amendment or other modification of any Loan Document or any provision thereof that does not comply with this Section 9.02(b) shall be null and void and of no legal effect. Notwithstanding the foregoing, the Administrative Agent or the Collateral Agent may enter into with the Borrower (in the case of this Agreement) and the relevant Transaction Parties party thereto (in the case of any other Loan Document) any amendment, supplement or modification of a Loan Document without the consent of any Lender to (a) evidence the succession of a Person to any Transaction Party and the assumption by such successor of the covenants of such Transaction Party in any Loan Document, (b) add to the covenants of any Transaction Party in any Loan Document for the benefit of the Lenders or surrender any right or power conferred upon a Transaction Party in any Loan Document, (c) add any additional Events of Default, (d) provide additional collateral as security for the Guaranteed Obligations, (e) evidence the release of Liens on the Collateral as permitted by (and in accordance with) Section 2.10 hereof or Section 7 of the Security Agreement, (f) add a Transaction Party or release a Transaction Party from its obligations under the Loan Documents as permitted by (and in accordance with) Section 2.10 or Article 7, (g) evidence and provide for the acceptance of appointment hereunder by a successor Administrative Agent in accordance with Article 8 or (h) correct drafting errors in the Loan Documents.
(c)Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) neither of the Commitment and the principal amount of the Loans of any Defaulting Lender may be increased or extended, and the maturity of any Loans of any Defaulting Lender may not be extended, in each case without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
- 88 -
Term Loan Credit Agreement

Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders shall require the consent of such Defaulting Lender.
Section 1.03.Expenses; Indemnity; Damage Waiver. The Borrower agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the conditions precedent to each Release Date, the administration of this Agreement and the other Loan Documents, and any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) including in each case the reasonable fees, charges and disbursements of counsel engaged by the Administrative Agent or the Collateral Agent (including the allocated fees of in- house counsel) (except as expressly set forth in the Fee Letter), and (ii) any out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (including the allocated fees of in- house counsel) while a Default is in existence, and any out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent or any Lender (including the allocated fees of in-house counsel) while an Event of Default is in existence, in connection with the enforcement, protection or restructuring of its rights in respect of any Loans or any Loan Documents and out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of any Loans or any Loan Documents, including in each case the fees, charges and disbursements of counsel, accountants, financial advisers and other experts engaged by such Person (including the allocated fees of in-house counsel) (except as expressly set forth in the Fee Letter).
(b)The Borrower agrees to indemnify each Lender Party and each of their respective Representatives (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (exclusive however of Taxes, other than any Taxes that represent losses, claims, damages, liabilities and related expenses arising from any non-Tax claim), incurred by or asserted against any Indemnitee arising out of, in any way connected with or as a result of any claim, litigation, investigation or proceeding, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Obligor or any of their respective Affiliates) relating to:
(i)the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, or any amendment, supplement or waiver thereto, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated thereby,
(ii)the use of the proceeds of the Loans; or
(iii)any actual or alleged presence or release of Hazardous Materials on any property currently or formerly owned, leased, operated or used by any Obligor or any of its Subsidiaries, or any Environmental Liability related in any way to any Obligor or any of its Subsidiaries;
provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.
If any Indemnitee is entitled to indemnification under this Section 9.03 with respect to any action or proceeding, the relevant Obligor will be entitled to assume the defense of any such action or proceeding with counsel reasonably satisfactory to the Indemnitee. Upon assumption by such Obligor of the defense of any such action or proceeding, the Indemnitee will have the right to participate in such action or proceeding and to retain its own counsel but such Obligor
- 89 -
Term Loan Credit Agreement

will not be liable for any legal expenses of other counsel subsequently incurred by such Indemnitee in connection with the defense thereof unless (i) such Obligor has agreed to pay such fees and expenses, (ii) such Obligor will have failed to employ counsel reasonably satisfactory to the Indemnitee in a timely manner or (iii) the Indemnitee will have been advised by counsel that there are actual or potential conflicts of interest between any Obligor and the Indemnitee, including situations in which there are one or more legal defenses available to the Indemnitee that are different from or additional to those available to any Obligor, except that to the extent (x) there is more than one claim and (y) each actual or potential conflict of interest applies to fewer than all of such claims and can be isolated by separating into separate lawsuits or proceedings such claims in which an actual or potential conflict of interest arises (with respect to which lawsuits or proceedings such Obligor will be responsible for legal expenses of the Indemnitee’s counsel) from those in which no actual or potential conflict of interest arises (with respect to which lawsuits or proceedings such Obligor will not be responsible for legal expenses of the Indemnitee’s counsel). No Obligor will consent to the terms of any compromise or settlement of any action defended by any Obligor in accordance with the foregoing without the prior consent of the applicable Indemnitees, provided that such consent of the applicable Indemnitees shall not be unreasonably withheld if such compromise or settlement (i) includes an unconditional release of such Indemnitees from all liability arising out of such action and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnitee. Similarly, if the applicable Obligor has notified the relevant Indemnitees that such Obligor intends to assume the defense of the relevant claim, no Indemnitee will compromise or settle any claim (other than a claim not being defended by the relevant Obligors pursuant to clause (iii) above) without the prior consent of the relevant Obligor, such consent not to be unreasonably withheld.
An Indemnitee must provide reasonably prompt notice (and in any event within 60 days of such Indemnitee receiving notice thereof) to the applicable Obligor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure.
(c)No Obligor shall assert, and it waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Loans or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction.
(d)The provisions of Section 2.08 and this Section 9.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby and thereby, the repayment of the Loan, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of any Lender Party. All amounts due under this Section 9.03 shall be payable not later than ten Business Days after written demand therefor.
(e)To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any
- 90 -
Term Loan Credit Agreement

sub-agent thereof) or any Representative thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Representative, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the applicable Agent (or any such sub-agent) in its capacity as such, or against any Representative of any of the foregoing acting for the Administrative Agent (or any such sub- agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.09(f).
(f)To the extent that any payment by or on behalf of the Borrower is made to any Lender Party, or any Lender Party exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by such Lender Party in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under clause (ii) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
(g)The agreements in this Section shall survive the resignation of any Agent, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Section 1.04.Successors and Assigns. The provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than as provided in Section 2.10 or Section 5.17 hereof, the Borrower may not assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign, delegate or otherwise transfer its rights or obligations hereunder except in accordance with Section 9.05. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (except the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly provided herein, the Representatives of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.
Section 1.05.Assignments by Lenders. Any Lender may at any time assign to one or more assignees that meets the requirements to be an assignee under this Section 9.05 all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that any such assignment shall be subject to the following conditions:
(i)Minimum Amounts.
(A)in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans at the time owing to it or
- 91 -
Term Loan Credit Agreement

in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount restrictions shall apply; and
(B)in any case not described in clause (i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $1,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.
(ii)Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned.
(iii)Required Consents. No consent, acknowledgment or agreement, shall be required for any assignment except to the extent required by subsection (a)(i)(B) of this Section and, in addition:
(A)the consent of the Borrower (such consent not to be unreasonably withheld or delayed and which will (subject to the proviso below) be deemed given unless, within ten (10) Business Days after the Borrower’s receipt of the request for such consent, the Borrower notifies the assigning Lender that the Borrower does not so consent) shall be required for any assignment to any Person unless (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to an Arranger Entity, a Lender, an Affiliate of a Lender or an Approved Fund; provided that (i) such Person shall not be engaged primarily in the aircraft leasing business or aviation advisory business or be an air carrier and (ii) if such Person has an Affiliate that is engaged primarily in the aircraft leasing business or aviation advisory business or is an air carrier then the deemed consent referenced above shall not apply and instead the affirmative consent of the Borrower shall be obtained prior to any assignment to such Person; and
(B)the acknowledgment or agreement of the Administrative Agent (such acknowledgment or agreement not to be unreasonably withheld or delayed) shall be required if such assignment is not by an Arranger Entity or is to a Person that is not an Arranger Entity, a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender.
(iv)Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent and the Borrower an Assignment and Assumption for countersignature by both the Administrative Agent and the Borrower, together with a processing and recordation fee to the Administrative Agent in the amount
- 92 -
Term Loan Credit Agreement

of $3,500; provided, however, that (x) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment and (y) for the avoidance of doubt, neither the Borrower nor any Obligor will be obligated to pay all or any portion of such processing and recordation fee. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Each assignee shall provide to the Borrower such customary documentation and information regarding such assignee as the Borrower shall reasonably request (if any); provided that the receipt thereof shall not be a condition to the applicable assignment if the Borrower’s consent is not otherwise required thereto.
(v)No Assignment to Certain Persons. No such assignment shall be made to a Person unless such Person is not (A) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) a Defaulting Lender or any of its subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) a natural person, or (D) a Person who is engaged primarily in the aircraft leasing business or aviation advisory business or is an air carrier. No assignment may conflict with any applicable laws. The Administrative Agent shall be entitled to rely on the applicable assignee’s representations and warranties in the Assignment and Assumption or any other written document executed by such assignee to the effect of the foregoing, or to the effect that such assignee is a Person for which the Borrower’s consent is not required (or may be deemed) in each case as provided in Section 9.05(a)(iii)(A), in the absence of notice given to the Administrative Agent by an Obligor or other Lender Party to the contrary prior to the effectiveness of such assignment. Each Person to whom an assignment is made shall provide the applicable documentation required to be provided pursuant to Section 2.08(e).
(vi)Certain Additional Payments. In connection with the assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.
Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (b) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.08, 2.09 and 9.03 with
- 93 -
Term Loan Credit Agreement

respect to facts and circumstances occurring prior to the effective date of such assignment and shall not be released from its obligations under Section 9.14. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee Lender.
Without limiting the foregoing, if any Lender assigns any of its rights or obligations under this Agreement to an assignee and, as a result of circumstances existing at the date on which such assignment occurs, the Borrower would be obliged to make a payment to such assignee under Sections 2.08 or 2.09, then the rights of such assignee to receive payment under such Sections by reference to the circumstances existing as at the date of such assignment (or a continuation of such circumstances) shall be limited to the extent of the entitlement of such assigning Lender had such assignment not occurred.
(b)Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts and stated interest of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded as a lender in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. In addition, the Administrative Agent shall maintain on the Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
(c)Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than (a) a natural person or (b) the Borrower or any of the Borrower’s Affiliates or subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the Borrower, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (iv) such participation shall not be to a Person engaged primarily in the aircraft leasing business or aviation advisory business or who is an air carrier.
Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 9.02(b) that affects such Participant. Subject to subsection (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.08 and 2.09 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to the foregoing provisions of this Section 9.05. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section
- 94 -
Term Loan Credit Agreement

5f-103-1(c) of the United States Treasury Regulations. The entries in the Participant register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.
(d)Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment from the Borrower under Section 2.08 or 2.09 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, and the Borrower shall have no obligations to make greater aggregate payments under Sections 2.08 and 2.09 to or for the account of the applicable Lender and the Participant following the grant of such Participation, except in each case to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant shall not be entitled to the benefits of Section 2.08 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.08 and 9.06 as though it were a Lender.
(e)Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, to a Federal Reserve Bank or other similar central bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
Section 1.06.Replacement of Lenders. If (i) any Lender requests compensation under Section 2.08 or 2.09, (ii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.08 or 2.09, or (iii) any Lender is a Defaulting Lender or (iv) any Lender does not consent to a waiver, amendment or other modification or request made by the Borrower in respect of any Loan Document (and a Lender that does not respond to a request for such a waiver, amendment or other modification or request within the time period specified shall be deemed to have not consented thereto), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, prepay such Lender in full (without any Premium Amount (or with Premium Amount, solely in respect of prepayments pursuant to clause (iv) above if in connection with a Repricing Transaction)) on a non-pro rata basis or require such Lender to assign and delegate (for which no Assignment and Assumption shall be required to be executed by such Lenders), without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Sections 9.04 and 9.05), all of its interests, rights and obligations in its capacity as a Lender under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:
(a)the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 9.05;
(b)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees, Premium Amount (in the case of an assignment due to an occurrence described in clause (iv) of the first paragraph of Section 9.06 if in connection with a Repricing Transaction) and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 2.09) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);
- 95 -
Term Loan Credit Agreement

(c)in the case of any such assignment resulting from a claim for compensation under Section 2.09 or payments required to be made pursuant to Section 2.08, such assignment will result in a reduction in such compensation or payments thereafter; and
(d)such assignment does not conflict with applicable laws.
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Section 1.07.Survival. All covenants, agreements, representations and warranties made by the Obligors in the Loan Documents and in certificates or other instruments delivered in connection with or pursuant to the Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of the Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Lender Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any principal of or accrued interest on the Loans or any fee or other amount payable hereunder is outstanding and unpaid.
Section 1.08.Counterparts; Integration; Effectiveness; Electronic Execution.
(a)This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents and the Fee Letter constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement (i) will become effective when the Lenders shall have signed this Agreement and received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or in electronic (e.g., “pdf” or “tif”) format will be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Section 1.09.Severability. If any provision of any Loan Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other provisions of the Loan Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Lender Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 9.09, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, then such provisions shall be deemed to be in effect only to the extent not so limited.
- 96 -
Term Loan Credit Agreement

Section 1.10.Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 1.11.Jurisdiction; Consent to Service of Process. To the extent permitted by applicable law, each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Obligor or its properties in the courts of any jurisdiction.
(b)Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c)Each Obligor agrees that service of all writs, process and summonses in any such action or proceeding brought in York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof sitting in New York County, may be made upon AerCap, Inc., presently located in the United States located at 10250 Constellation Blvd., Suite 1500, Los Angeles, CA 90067 (the “Process Agent”), and each Obligor confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to any Obligor shall not impair or affect the validity of such service or of any judgment based thereon.
(d)Furthermore, each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
Section 1.12.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
- 97 -
Term Loan Credit Agreement

DOCUMENTS, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Section 1.13.Headings. Article and Section headings and the Table of Contents herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Section 1.14.Confidentiality. Each of the Lender Parties agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as, or more restrictive than, those of this Section, to (i) any permitted assignee of or Participant in, or any prospective permitted assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) with the consent of the Borrower, (h) to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to Obligors received by it from any Agent or any Lender or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent or any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower. With respect to any disclosure under Section 9.14(c), each applicable Lender Party shall use commercially reasonable efforts to promptly notify the Borrower, to the extent legally permissible and practicable under the circumstances, so as to permit the Borrower to obtain a protective order as to such disclosure, and each applicable Lender Party will reasonably cooperate (to the extent practicable and permitted by their respective then existing policies), at the Borrower’s expense, with the Borrower for such purpose.
For purposes of this Section, “Information” means all non-public information received from AerCap or any Affiliate relating to AerCap or any Affiliate or any of their respective businesses (including the Leases and Lessees), other than any such information that is available to the applicable Person on a nonconfidential basis prior to disclosure by AerCap or any Subsidiary, provided that, in the case of information received from AerCap or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning AerCap or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws. Notwithstanding anything herein to the contrary, in no event shall any Lender Party provide information concerning AerCap or its Subsidiaries or any Affiliate, Lease or Lessee that is not publicly
- 98 -
Term Loan Credit Agreement

available to any Affiliate, agent or other representative of such Lender Party that is engaged primarily in the aircraft leasing business or aviation advisory business or is an air carrier.
Section 1.15.Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender (except a Defaulting Lender (other than any Defaulting Lender described in clause (z) of the definition thereof)) and each of their respective Affiliates is hereby authorized at any time and from time to time to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of any Obligor against any and all of the obligations of such Obligor now or hereafter existing under this Agreement or any other Loan Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of such Obligor may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or such Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
Section 1.16.No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated by the Loan Documents (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Obligor acknowledges and agrees that: (i) each of the Arranger Entities may have economic interests that conflict with those of the Borrower, its equity holders and/or its Affiliates; (ii) the arranging or other services regarding this Agreement provided by each Arranger Entity or each Agent are arm’s- length commercial transactions between the Borrower, each other Obligor and their respective Affiliates, on the one hand, and such Agent or Arranger Entity, on the other hand, and each Obligor is capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated by the Loan Documents; (iii) in connection with the transactions contemplated by the Loan Documents and the process leading thereto, each Arranger Entity and each Agent is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for any Obligor or any Obligor’s management, Affiliates, stockholders or other equity holders, creditors or employees or any other Person; (iv) no Arranger Entity nor any Agent has assumed or will assume an advisory, agency or fiduciary responsibility in favor of any Obligor, or any of their respective equity holders or Affiliates with respect to any of the transactions contemplated by the Loan Documents (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Arranger Entity or any Agent has advised or is currently advising any Obligor, or any of their respective equity holders or Affiliates on other matters) and no Arranger Entity nor any Agent has any obligation to any Obligor or any of their respective Affiliates with respect to the transactions contemplated by the Loan Documents except those obligations expressly set forth therein; (v) any Arranger Entity and any Agent may be engaged in a broad range of transactions that involve interests that differ from the Obligors and the Obligors’ respective affiliates and no Arranger Entity nor any Agent will have any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; (vi) the Arranger Entities and the Agents provide services to, invest in investment vehicles that invest in, and engage in other activities and relationships with entities and persons, including entities and persons who may be involved in transactions arising from or relating to the transactions contemplated by the Loan Documents, or be customers or competitors of, or have other relationships with, the Borrower, and in the course of such other activities and relationships the Arranger Entities and the Agents may acquire information of the transactions contemplated by the Loan Documents or other entities and persons which may be the subject of the transactions contemplated by the Loan Documents, none
- 99 -
Term Loan Credit Agreement

of the Arranger Entities and the Agents shall have any obligation to disclose to any Obligor any such information or the fact that any Arranger Entity or any Agent has possession of such information, or use such information on the Borrower’s behalf; and (vii) no Arranger Entity nor any Agent has provided any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Obligors have consulted their own legal, accounting, regulatory and tax advisors to the extent the Obligor have deemed appropriate. Each Arranger Entity and each Agent is serving as an independent contractor under the Fee Letter or the Loan Documents, as applicable, and in connection with the performance of its services hereunder and nothing in the Fee Letter or the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Arranger Entity or any Agent, on the one hand, and any Obligor, or its respective equity holders or Affiliates, on the other hand. Each Obligor hereby waives and releases, to the fullest extent permitted by law, any claims that it may have that any Arranger Entity or any Agent has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to any Obligor in connection with the transactions contemplated by the Loan Documents or the process leading thereto, or against any Arranger Entity or any Agent with respect to any breach or alleged breach of agency or fiduciary duty.
Each Obligor and its Affiliates’ rights and obligations under any other agreement with any Arranger Entity or any Agent that currently or hereafter may exist are, and shall be, separate and distinct from the rights and obligations of the parties under the Loan Documents, and none of such rights and obligations under such other agreements shall be affected by any Arranger Entity’s or Agent’s performance or lack of performance of services under the Loan Documents or the Fee Letter. The Obligors acknowledge that one or more Arranger Entities or Agents may currently or in the future participate in other debt or equity transactions on behalf of or render financial advisory services to an Obligor or other companies that may be involved in a competing transaction. The Arranger Entities and the Agents are full service financial services firms engaged, either directly or through affiliates, in various activities, including securities trading, investment banking and financial advisory, investment management, principal investment, hedging, financing and brokerage activities and financial planning and benefits counseling for both companies and individuals. In the ordinary course of these activities, the Arranger Entities and Agents may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and/or financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and/or instruments. Such investment and other activities may involve securities and instruments of any Obligor, as well as of other Persons and their Affiliates which may (i) be involved in transactions arising from or relating to the engagement contemplated by the Fee Letter or the Loan Documents, (ii) be customers or competitors of an Obligor or (iii) have other relationships with an Obligor. In addition, any Arranger Entity and any Agent may provide investment banking, underwriting and financial advisory services to such other Persons. Any Arranger Entity and any Agent may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles may trade or make investments in securities of Obligors or such other Persons. The transactions contemplated by the Loan Documents may have a direct or indirect impact on the investments, securities or instruments referred to in this paragraph. Each Obligor hereby agrees that any Arranger Entity and any Agent may render its services under the Fee Letter and the Loan Documents notwithstanding any actual or potential conflict of interest presented by the foregoing, and each Obligor hereby waives any conflict of interest claims relating to the relationship between any Arranger Entity or Agent, and any Obligor or their respective Affiliates, in connection with the engagement contemplated by the Fee Letter or the Loan Documents, on the one hand, and the exercise by any Arranger Entity or Agent of any of its rights and duties under any other credit or other agreement, on the other hand. The terms of this paragraph shall survive the expiration or termination of the Fee Letter and the Loan Documents.
- 100 -
Term Loan Credit Agreement

Section 1.17.Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loans, together with all fees, charges and other amounts that are treated as interest on the Loans under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged or otherwise received by the Lenders in accordance with applicable law, the rate of interest payable in respect of the Loans hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of the Loans but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to the Lenders in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until the Lenders shall have received such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of payment.
Section 1.18.USA Patriot Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Act. The Borrower shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti- money laundering rules and regulations, including the Act.
Section 1.19.Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among the parties hereto, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)The application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and
(b)The effects of any Bail-In Action on any such liability, including, if applicable:
(i)a reduction in full or in part or cancellation of any such liability;
(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.
Section 1.20.Recourse. No recourse for or under any obligation, covenant or agreement of any Obligor contained in this Agreement or the other Loan Documents shall be had against any natural person on the basis that he or she is an officer, director or agent of such Obligor, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of each
- 101 -
Term Loan Credit Agreement

Obligor, and that no personal liability shall attach to or be incurred by the officers, directors or agents of any Obligor, as such, or any of them under or by reason of any of the obligations, covenants or agreements of such Obligor contained in this Agreement or the other Loan Documents or implied therefrom. Nothing in this Section 9.21 shall relieve any such person of any liability that such person would otherwise have arising from such person’s own gross negligence or willful misconduct.
Section 1.21.German Anti-Boycott Statute. Notwithstanding anything to contrary set forth herein, the provisions of Sections 3.16, 5.14 and 5.15), solely as they relate to Sanctions (the “Sanctions Provisions”), shall not apply to the benefit of any Lender registered in the Federal Republic of Germany to the extent that compliance by the Obligors therewith would lead to a violation by such Lender of any German or EU antiboycott statute, and any such Lender shall be excluded for the purpose of determining whether the consent of the Required Lenders or the Lenders has been obtained or whether the determination or direction by the Required Lenders or the Lenders has been made in connection with any amendment, consent, waiver, determination or direction relating to the Sanctions Provisions.
[Signature pages follow.]

- 102 -
Term Loan Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by its representative or officer thereunto duly authorized as of the date first above written.
SETANTA AIRCRAFT LEASING
DESIGNATED ACTIVITY COMPANY,
as Borrower
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

AERCAP HOLDINGS N.V., as an Obligor
By:/s/ Risteard Sheridan
Name:Risteard Sheridan
Title:Attorney-in-Fact


Signature Pages – Term Loan Credit Agreement

AERCAP IRELAND LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

SETANTA AVIATION HOLDINGS LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

CULANN AIRCRAFT LEASING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

DAGDA AIRCRAFT LEASING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

CITIBANK, N.A., not in its individual capacity, but solely as Administrative Agent
By:/s/ Albert Mari, Jr.
Name:Albert Mari, Jr.
Title:Senior Trust Officer


Signature Pages – Term Loan Credit Agreement

CITIBANK, N.A., not in its individual capacity, but solely as Collateral Agent
By:/s/ Albert Mari, Jr.
Name:Albert Mari, Jr.
Title:Senior Trust Officer


Signature Pages – Term Loan Credit Agreement

CITIBANK, N.A., as a Lender
By:/s/ Scott Debano
Name:Scott Debano
Title:Vice President



Signature Pages – Term Loan Credit Agreement

ARCTIC LEASING NO. 3 LIMITED LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

BALLYMOON AIRCRAFT SOLUTIONS LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

ILFC AIRCRAFT 32A-1884 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

ILFC AIRCRAFT 32A-4619 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

ILFC AIRCRAFT 33A-454 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

ILFC AIRCRAFT 33A-91l LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

MENELAUS II DESIGNATED
ACTIVITY COMPANY, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

MENELAUS III LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

MENELAUS V LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

MENELAUS VI LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

MENELAUS VII LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

MENELAUS VIII LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

SKYLEASE MSN (3365) LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

SKYLEASE MSN 3545 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

SKYLEASE MSN 3574 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

SKYLEASE MSN 3711 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

SKYLEASE MSN 3778 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

SKYLEASE MSN 4254 LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

PALLADIUM FUNDING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

SKYFUNDING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

SKYFUNDING II LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

TULLYCRINE AIRCRAFT LEASING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

MOYADDA LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney



Signature Pages – Term Loan Credit Agreement

ANDES AIRCRAFT LEASING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

CELESTIAL FUNDING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

CHARLEVILLE AIRCRAFT LEASING LIMITED, as an Obligor
By:/s/ Sean Forde
Name:Sean Forde
Title:Attorney


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of Camden Aircraft Leasing Trust (Series One) , as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 78B-65091 (DELAWARE) TRUST , as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-41807 (DELAWARE) TRUST , as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of N903NN TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of N906NN TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of N875NN TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of N882NN TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of N884NN TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-29359 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-29372 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-7788 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-8038 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-3574 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-10473 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-10545 (DELAWARE) TRUST, as an Obligor
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of Aircraft 32A-9062 (Ireland) Trust, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of E195-19020028 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-9418 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-9431 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of E195-19020021 (IRELAND) TR
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-8687 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 35A-0187 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 35A-0153 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 35A-0168 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 35A-0124 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-43754 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-43711 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-43756 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 35A-0082 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-1424 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-30724 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-1926 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-2142 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-2194 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-2665 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-2768 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-7291 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-35283 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-37159 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-38820 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-38823 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 33A-0527 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-1112 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 77B-27607 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 77B-32708 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director



Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 77B-32714 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 77B-32729 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 78B-36111 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

WILMINGTON TRUST SP SERVICES (DUBLIN) LIMITED, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 78B-38754 (IRELAND) TRUST, as an Obligor
By:/s/ Alan Geraghty
Name:Alan Geraghty
Title:Director


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31129 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31133 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31139 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31141 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31143 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31145 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31147 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 32219 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 33489 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 29572 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31156 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31157 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 29571 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31137 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31192 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31135 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 31131 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 4127 TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of AIRCRAFT E195-19020025 (UTAH) TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as owner Trustee of MSN 38771 (UTAH) TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-35282 (UTAH) TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-4411 (UTAH) TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of AIRCRAFT EVERGREEN (UTAH) TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 32A-4304 (UTAH) TRUST, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 38468 (UTAH), as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Pages – Term Loan Credit Agreement



SCHEDULE 3.14
TRANSACTION PARTY INFORMATION

[OMITTED]
Schedule 3.14-1
Term Loan Credit Agreement
SCHEDULE 3.17(a)
PS POOL AIRCRAFT
[OMITTED]
Schedule 3.17(a)-1
Term Loan Credit Agreement
SCHEDULE 3.17(b)
LEASES

[OMITTED]
Schedule 3.17(b)-1
Term Loan Credit Agreement
SCHEDULE 9.01
SCHEDULE 9.01
NOTICES
[OMITTED]
Schedule 9.01 - 1
Term Loan Credit Agreement

EXHIBIT A
COMMITMENTS
AND APPLICABLE PERCENTAGES
[OMITTED]
Exhibit A-1
Term Loan Credit Agreement

EXHIBIT B
FORM OF SECURITY AGREEMENT
[OMITTED]
Exhibit A-1
Term Loan Security Agreement

EXHIBIT C
FORM OF ASSIGNMENT AND ASSUMPTION
[OMITTED]



EXHIBIT D-1A
FORM OF CLOSING DATE OPINION OF MILBANK LLP
[OMITTED]
Exhibit D-1A-1
Term Loan Security Agreement

EXHIBIT D-2A
FORM OF RELEASE DATE OPINION OF MILBANK LLP
[OMITTED]


EXHIBIT D-1B
FORM OF CLOSING DATE OPINION OF MCCANN FITZGERALD
[OMITTED]
Exhibit D-1B-1
Term Loan Credit Agreement

EXHIBIT D-2B
FORM OF RELEASE DATE OPINION OF MCCANN FITZGERALD
[OMITTED]
Exhibit D-2B-1


EXHIBIT D-1C
FORM OF CLOSING DATE OPINION OF MORRIS,
NICHOLS, ARSHT & TUNNELL LLP

[OMITTED]


EXHIBIT D-1D
FORM OF CLOSING DATE OPINION OF MORRIS JAMES LLP
[OMITTED]
Exhibit D-1D-1
Term Loan Credit Agreement

EXHIBIT D-1E
FORM OF CLOSING DATE OPINION OF NAUTADUTILH N.V.
[OMITTED]
Exhibit D-1E-1
Term Loan Credit Agreement

EXHIBIT D-1F
FORM OF CLOSING DATE OPINION OF PARR BROWN GEE & LOVELESS, PC
[OMITTED]
Exhibit D-1F-1
Term Loan Credit Agreement


EXHIBIT E
FORM OF NOTE
[OMITTED]
Exhibit E-3
Term Loan Credit Agreement

EXHIBIT F
FORM OF ADMINISTRATIVE QUESTIONNAIRE
[OMITTED]
Exhibit F-1
Term Loan Credit Agreement


EXHIBIT G
FORM OF LTV CERTIFICATE
[OMITTED]
Exhibit G-1
Term Loan Credit Agreement

EXHIBIT H
FORM OF RELEASE REQUEST
[OMITTED]
Exhibit H-1
Term Loan Credit Agreement

EXHIBIT I
FORM OF OBLIGOR ASSUMPTION AGREEMENT
[OMITTED]
Exhibit I-1
Term Loan Credit Agreement
Exhibit 2.53
EXECUTION VERSION

TERM LOAN SECURITY AGREEMENT
dated as of
November 5, 2021
among
SETANTA AIRCRAFT LEASING DESIGNATED ACTIVITY COMPANY,
SETANTA AVIATION HOLDINGS LIMITED,
CULANN AIRCRAFT LEASING LIMITED,
DAGDA AIRCRAFT LEASING LIMITED,
and
THE ADDITIONAL GRANTORS REFERRED TO HEREIN
as the Grantors
and
CITIBANK, N.A.,
as the Collateral Agent


Term Loan Security Agreement

TABLE OF CONTENTS
PAGE
2
Term Loan Security Agreement


SCHEDULES
Schedule I    Aircraft Objects
Schedule II     Pledged Equity Interests; Pledged Debt
Schedule III     Trade Names
Schedule IV     Chief Place of Business and Chief Executive or Registered Office
Schedule V     Insurance
EXHIBITS
Exhibit A-1     Form of Collateral Supplement
Exhibit A-2     Form of Grantor Supplement
Exhibit B    Form of Pledge Over Shares of Borrower
Exhibit C    Form of Account Control Agreement

3
Term Loan Security Agreement

This TERM LOAN SECURITY AGREEMENT (this “Agreement”), dated as of November 5, 2021, is made among SETANTA AIRCRAFT LEASING DESIGNATED ACTIVITY COMPANY, a designated activity company incorporated under the laws of Ireland with limited liability under registered number 696204 (the “Borrower”), SETANTA AVIATION HOLDINGS LIMITED, a private company limited by shares incorporated under the laws of Ireland under registered number 699395 (“Parent Holdco”), CULANN AIRCRAFT LEASING LIMITED, a private company limited by shares incorporated under the laws of Ireland under registered number 699414 (“Culann”), DAGDA AIRCRAFT LEASING LIMITED, a private company limited by shares incorporated under the laws of Ireland under registered number 699590 (“Dagda”) and, together with Culann, each a “Subsidiary Holdco”) and the ADDITIONAL GRANTORS referred to on the signature pages hereto and who from time to time become grantors under this Agreement (together with Parent Holdco, the Borrower and each Subsidiary Holdco, the “Grantors”), and CITIBANK, N.A. (“Citibank”), as the collateral agent (in such capacity, and together with any permitted successor or assign thereto or any permitted replacement thereof, the “Collateral Agent”).
PRELIMINARY STATEMENTS:
(1)    AerCap Holdings N.V. (“AerCap”), AerCap Ireland Limited (“AerCap Ireland”), the Borrower, Parent Holdco, each Subsidiary Holdco, the Owner Subsidiaries party thereto from time to time, the Intermediate Lessees party thereto from time to time, the lenders identified therein, Citibank, N.A. as the administrative agent (in such capacity, the “Administrative Agent”) and the Collateral Agent have entered into the Term Loan Credit Agreement, dated as of the date hereof (the “Credit Agreement”), pursuant to which the Lenders have made the Loans to the Borrower.
(2)    The Grantors may from time to time grant additional security for the benefit of the Secured Parties, all in accordance with, and subject to the terms and conditions of this Agreement.
(3)    (a) AerCap directly or indirectly owns 100% of the Equity Interests of the Parent Holdco, (b) Parent Holdco owns 100% of the Equity Interests of the Borrower, (c) the Borrower owns 100% of the Equity Interests of each Subsidiary Holdco, (d) the Subsidiary Holdcos directly or indirectly (and subject to the Local Requirements Exception) hold or will acquire from time to time, 100% of the Equity Interests in Owner Subsidiaries that may in turn hold or acquire from time to time 100% of the Equity Interests in other Owner Subsidiaries, and each Owner Subsidiary has acquired Pool Aircraft or will from time to time on or after the Effective Date acquire Pool Aircraft from AerCap or its Affiliates and (e) the Subsidiary Holdcos or an Owner Subsidiary will acquire directly or indirectly (and subject to the Local Requirements Exception) 100% of the Equity Interests of any Intermediate Lessee that will, from time to time on or after the Effective Date, act as leasing intermediary with respect to certain Pool Aircraft.
(4)    The Grantors in each case party thereto have agreed pursuant to the Credit Agreement, and it is a condition precedent to the making and release of the Loans by the Lenders under the Credit Agreement, that the Grantors grant the security interests required by this Agreement.
(5)    Each Grantor will derive substantial direct and indirect benefit from the transactions described above.
(6)    Citibank is willing to act as the Collateral Agent under this Agreement.
- 1 -
Term Loan Security Agreement

NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Collateral Agent for its respective benefit and the benefit of the other Secured Parties as follows:
ARTICLE I
DEFINITIONS
Section 1.01.Definitions. Certain Defined Terms. For the purposes of this Agreement, the following terms have the meanings indicated below:
“2009 Act” has the meaning set forth in Section 2.19.
“Account Collateral” has the meaning specified in Section 2.01(e).
“Account Control Agreement” means the collateral account control agreement in the form attached hereto as Exhibit C in respect of the Collateral Account dated on or about the Effective Date among the Securities Intermediary, the Borrower and the Collateral Agent.
“Additional Grantor” means each Person executing this Agreement directly as an “Additional Grantor” and each other Person who becomes an “Additional Grantor” by executing a Grantor Supplement pursuant to Section 8.01(b).
“Agreed Currency” has the meaning specified in Section 8.07.
“Agreement” has the meaning specified in the recital of parties to this Agreement.
“Aircraft Objects” means, collectively, the “aircraft objects” (as defined in the Protocol) described on Schedule I hereto, as supplemented by each Collateral Supplement and Grantor Supplement.
“Airframe” means, individually, each of the airframes described on Schedule I hereto, as supplemented by any Collateral Supplement or Grantor Supplement.
“Beneficial Interest Collateral” has the meaning specified in Section 2.01(c).
“Borrower” has the meaning specified in the preliminary statements of this Agreement.
“Camden Aircraft Leasing Trust” means Series One and Series Two of Camden Aircraft Leasing Trust, which represent series of beneficial interests of a Delaware statutory trust.
“Cape Town Lease” means any Lease (including any Lease between Grantors) that has been entered into, extended, assigned or novated after March 1, 2006 (or such later date as the Cape Town Convention may be given effect under the law of any applicable jurisdiction) (A) with a Cape Town Lessee or (B) where the related Aircraft Object is registered in a “Contracting State”.
“Cape Town Lessee” means a lessee under a Lease that is “situated in” a “Contracting State”.
“Certificated Security” means a certificated security (as defined in Section 8102(a)(4) of the UCC) other than a Government Security.
- 2 -
Term Loan Security Agreement

“Citibank” has the meaning specified in the recital of parties to this Agreement.
“Collateral” has the meaning specified in Section 2.01.
“Collateral Agent” has the meaning specified in the recital of parties to this Agreement.
“Collateral Supplement” means a supplement to this Agreement in substantially the form attached as Exhibit A-1 executed and delivered by a Grantor.
“Credit Agreement” has the meaning specified in the preliminary statements to this Agreement.
“Eligible Institution” means (a) Citibank in its capacity as the Collateral Agent under this Agreement; (b) any bank not organized under the laws of the United States of America so long as it has either (i) a long-term unsecured debt rating of A or better by Standard & Poor’s and A2 or better by Moody’s or (ii) a short-term unsecured debt rating of A-1+ by Standard & Poor’s and P-1 or better by Moody’s; or (c) any bank organized under the laws of the United States of America or any state thereof, or the District of Columbia (or any branch of a foreign bank licensed under any such laws), so long as it (i) has either (A) a long-term unsecured debt rating of A (or the equivalent) or better by each of Standard & Poor’s and Moody’s or (B) a short-term unsecured debt rating of A-l+ by Standard & Poor’s and P-1 by Moody’s and (ii) can act as a securities intermediary under the New York Uniform Commercial Code.
“Enforcement Event” means, with respect to each section or provision of the Loan Documents where the term “Enforcement Event” is used, the occurrence and continuance of an Event of Default together with, except in the case of an Event of Default described in clauses (g), (h) or (i) of Article 6 of the Credit Agreement or if such notice is otherwise not permitted by applicable law, notice from the Collateral Agent to the Borrower and AerCap that such Event of Default shall constitute an Enforcement Event with respect to such section or provision (it being agreed that (a) the failure to include any such section or provision in any such notice shall not prejudice the Collateral Agent’s right to send a subsequent notice specifying such section or provision and (b) it shall be sufficient for any such notice to state that it applies to all such sections and provisions (without specifying the sections or provisions) or that it applies to all such sections and provisions except certain specified sections or provisions), unless revoked or rescinded pursuant to a notice to such effect from the Collateral Agent, for so long as such Event of Default is continuing.
“Equity Collateral” has the meaning specified in Section 2.07(a).
“Event of Default” means any Event of Default (as defined in the Credit Agreement).
“Government Security” means any security issued or guaranteed by the United States of America or an agency or instrumentality thereof that is maintained in book-entry on the records of the FRBNY and is subject to Revised Book-Entry Rules.
“Grantor Supplement” means a supplement to this Agreement in substantially the form attached as Exhibit A-2 executed and delivered by a Grantor.
“Grantors” has the meaning specified in the recital of parties to this Agreement.
- 3 -
Term Loan Security Agreement

“Instrument” means any “instrument” as defined in Section 9-102(a)(47) of the UCC.
“Insurances” means, in relation to each Pool Aircraft, any and all contracts or policies of insurance and reinsurance complying with the provisions of Schedule V hereto or an indemnity from a Governmental Authority as indemnitor, as appropriate, and required to be effected and maintained in accordance with this Agreement.
“International Registry” means the International Registry under the Cape Town Convention.
“Investment Collateral” has the meaning set forth in Section 2.01(d).
“Membership Interest Collateral” has the meaning specified in Section 2.01(b).
“Parallel Debt” has the meaning given to it in Section 8.14.
“Parent Holdco” has the meaning specified in the recital of parties in this Agreement.
“Parts” means all appliances, parts, components, instruments, appurtenances, accessories, furnishings, seats and other equipment of whatever nature (other than (a) engines, and (b) any appliance, part, component, instrument, appurtenance, accessory, furnishing, seat or other equipment that would qualify as a removable part and is leased by a Lessee from a third party or is subject to a security interest granted to a third party), that may from time to time be installed or incorporated in or attached or appurtenant to any Airframe or any engine or removed therefrom and, if the applicable Pool Aircraft or engine is subject to a Lease, is owned by a Grantor hereunder during the term of such Lease under the provisions of such Lease.
“Pledged Beneficial Interests” means all of the beneficial interest in the Pledged Equity Parties described in the attached Schedule II, as supplemented by any Collateral Supplement or Grantor Supplement.
“Pledged Borrower Debt” means any and all Indebtedness from time to time owing by the Borrower to any Borrower Party.
“Pledged Debt” means the Pledged Parent Holdco Debt, the Pledged Borrower Debt, the Pledged Subsidiary Holdco Debt, the Pledged Owner Subsidiary Debt and the Pledged Intermediate Lessee Debt.
“Pledged Debt Collateral” has the meaning assigned to such term in Section 2.01(a)(iii).
“Pledged Equity Interests” means the Pledged Beneficial Interests, the Pledged Membership Interests and the Pledged Stock.
“Pledged Equity Party” means the Borrower, each Subsidiary Holdco, each Owner Subsidiary and each Intermediate Lessee.
“Pledged Intermediate Lessee Debt” means any and all Indebtedness from time to time owing by any Intermediate Lessee to any Borrower Party.
- 4 -
Term Loan Security Agreement

“Pledged Owner Subsidiary Debt” means any and all Indebtedness from time to time owing by any Owner Subsidiary to any Borrower Party.
“Pledged Membership Interests” means all of the membership interests in the Pledged Equity Parties described in the attached Schedule II, as supplemented by any Collateral Supplement or Grantor Supplement.
“Pledged Parent Holdco Debt” means any and all Indebtedness from time to time owing by Parent Holdco to any Borrower Party.
“Pledged Subsidiary Holdco Debt” means any and all Indebtedness from time to time owing by any Subsidiary Holdco to any Borrower Party.
“Pledged Stock” means the outstanding shares of capital stock and/or issued share capital of the Pledged Equity Parties described in the attached Schedule II, as supplemented by any Collateral Supplement or Grantor Supplement.
“Received Currency” has the meaning specified in Section 8.07.
“Relevant Collateral” has the meaning specified in Section 2.07(a).
“Required Cape Town Registrations” has the meaning set forth in Section 2.08(c).
“Revised Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes and bonds); 12 C.F.R. § 615 (book-entry securities of the Farm Credit Administration); 12 C.F.R. §§ 910 and 912 (book-entry securities of the Federal Home Loan Banks); 24 C.F.R. § 81 (book-entry securities of the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation); 12 C.F.R. § 1511 (book-entry securities of the Resolution Funding Corporation); 31 C.F.R. § 354 (book-entry securities of the Student Loan Marketing Association); and any substantially comparable book-entry rules of any other Federal agency or instrumentality.
“Secured Obligations” has the meaning assigned to the term “Obligations” in the Credit Agreement.
“Secured Party” means any of or, in the plural form, all of the Collateral Agent, the Lenders, and the Administrative Agent.
“Securities Account” means a securities account as defined in Section 8-501(a) of the UCC maintained in the name of the Collateral Agent as “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) on the books and records of a Securities Intermediary whose “securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC) is the State of New York.
“Securities Intermediary” means any “securities intermediary” with respect to the Collateral Agent as defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.
“Security Collateral” has the meaning specified in Section 2.01(a).
- 5 -
Term Loan Security Agreement

“Uncertificated Security” means an uncertificated security (as defined in Section 8-102(a)(18) of the UCC) other than a Government Security.
(b) Terms Defined in the Cape Town Convention. The following terms shall have the respective meanings ascribed thereto in, or as otherwise used in, the Cape Town Convention: “Contracting State”, “contract of sale”, “international interest” and “situated in”.
(c) Terms Defined in the Credit Agreement. For all purposes of this Agreement, all capitalized terms used but not defined in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement.
(d) Certain Terms Used in the Account Control Agreement. As between the parties hereto, it is agreed that references in the Account Control Agreement to “enforcement event” and “loan documents” shall be construed respectively as references to “Enforcement Event” and “Loan Documents” as such terms are defined herein and in the Credit Agreement.
Section 1.02.Construction and Usage. Unless the context otherwise requires:
(a)A term has the meaning assigned to it and an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.
(b)The terms “herein”, “hereof” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision.
(c)Unless otherwise indicated in context, all references to Articles, Sections, Schedules or Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Agreement.
(d)Words of the masculine, feminine or neuter gender shall mean and include the correlative words of other genders, and words in the singular shall include the plural, and vice versa.
(e)The terms “include”, “including” and similar terms shall be construed as if followed by the phrase “without limitation”.
(f)References in this Agreement to an agreement or other document (including this Agreement) include references to such agreement or document, as supplemented, amended, replaced or otherwise modified (without, however, limiting the effect of the provisions of this Agreement with regard to any such supplement, amendment, replacement or modification), and the provisions of this Agreement apply to successive events and transactions. References to any Person shall include such Person’s successors in interest and permitted assigns.
(g)References in this Agreement to any statute or other legislative provision shall include any statutory or legislative modification or re-enactment thereof, or any substitution therefor, and references to any governmental Person shall include reference to any governmental Person succeeding to the relevant functions of such Person.
(h)References in this Agreement to any action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or of security shall be deemed to include, in respect of any jurisdiction other than the State of New York, references to such action, remedy or method of judicial proceeding for the enforcement of the rights of creditors or
- 6 -
Term Loan Security Agreement

of security available or appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of judicial proceeding described or referred to in this Agreement.
(i)Where any payment is to be made, funds applied or any calculation is to be made hereunder on a day which is not a Business Day, unless any Loan Document otherwise provides, such payment shall be made, funds applied and calculation made on the next succeeding Business Day, and payments shall be adjusted accordingly; provided, however, that no additional interest shall be due in respect of such delay.
ARTICLE II
SECURITY
Section 1.01.Grant of Security.
To secure the Secured Obligations, each Grantor hereby assigns, mortgages, charges and pledges, and agrees to assign, mortgage, charge and pledge, to the Collateral Agent, for its benefit and the benefit of the other Secured Parties, and hereby grants and agrees to grant to the Collateral Agent for its benefit and the benefit of the other Secured Parties a security interest in, all of such Grantor’s right, title and interest in and to the following, whether now owned or hereafter acquired (collectively, the “Collateral”):
(a)with respect to each Grantor, all of the following (the “Security Collateral”):
(i)the Pledged Stock and the certificates representing such Pledged Stock, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Stock;
(ii)all additional shares of the capital stock of any other Pledged Equity Party from time to time acquired by such Grantor in any manner, including the capital stock of any other Pledged Equity Party that may be formed from time to time, and all certificates, if any, representing such additional shares of the capital stock and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional shares; and
(iii)the Pledged Debt and all instruments evidencing the Pledged Debt, and all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt (the “Pledged Debt Collateral”);
(b)with respect to each Grantor, all of the following (the “Membership Interest Collateral”):
(i)the Pledged Membership Interests, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in the Pledged Membership Interests, any contracts and instruments pursuant to which any such Pledged Membership Interests are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Membership Interests; and
- 7 -
Term Loan Security Agreement

(ii)all of such Grantor’s right, title and interest in all additional membership interests in any other Pledged Equity Party from time to time acquired by such Grantor in any manner, including the membership interests in any other Pledged Equity Party that may be formed from time to time, and all certificates, if any, from time to time representing such additional membership interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional membership interests;
(c)with respect to each Grantor, all of the following (the “Beneficial Interest Collateral”):
(i)the Pledged Beneficial Interest, all certificates, if any, from time to time representing all of such Grantor’s right, title and interest in the Pledged Beneficial Interest, any contracts and instruments pursuant to which any such Pledged Beneficial Interest are created or issued and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Beneficial Interest; and
(ii)all of such Grantor’s right, title and interest in all additional beneficial interests in any other Pledged Equity Party from time to time acquired by such Grantor in any manner, including the beneficial interests in any other Pledged Equity Party that may be formed from time to time, the trust agreements and any other contracts and instruments pursuant to which any such Pledged Equity Party is created or issued, and all certificates, if any, from time to time representing such additional beneficial interests and all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all such additional beneficial interests;
(d)all other “investment property” (as defined in Section 9-102(a)(49) of the UCC) of such Grantor (the “Investment Collateral”) including written notification of all interest, dividends, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing Investment Collateral, but excluding any loans or advances made, or dividends, contributions or distributions or other amounts paid, by any Pledged Equity Party to any Transaction Party;
(e)with respect to each Grantor, all right of such Grantor in and to the Collateral Account and all funds, cash, investment property, investments, securities, instruments or other property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time or from time to time credited to any such account (collectively, the “Account Collateral”); and
(f)all proceeds of any and all of the foregoing Collateral (including proceeds that constitute property of the types described in subsections (a), (b), (c), (d) and (e) of this Section 2.01);
provided, however, that notwithstanding any of the foregoing provisions, so long as no Enforcement Event shall have occurred and be continuing, each Grantor shall have the right, to the exclusion of the Collateral Agent, to (i) all distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Security Collateral (other than the Pledged Debt), (ii) all interest, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Debt, and (iii) the Investment Collateral
- 8 -
Term Loan Security Agreement

(subject to the exclusion in Section 2.01(d), and once paid by a Grantor to a non-Grantor shall be free and clear of the Lien hereof and shall not constitute Collateral), and if an Enforcement Event shall have occurred and be continuing, no Grantor shall make any such payment to a non-Grantor without the Collateral Agent’s consent. The foregoing proviso shall in no event give rise to any right on behalf of any Transaction Party to cause the release of amounts from the Collateral Account other than in accordance with the Loan Documents.
Section 1.02.Security for Obligations. This Agreement secures the payment and performance of all Secured Obligations of the Grantors to each Secured Party (subject to the subordination provisions of this Agreement) and shall be held by the Collateral Agent in trust for the Secured Parties. Without limiting the generality of the foregoing, this Agreement secures the payment of all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to any Secured Party but for the fact that Secured Obligations are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor.
Section 1.03.Representations and Warranties of the Grantors. Each Grantor represents and warrants as of the date of this Agreement, the Effective Date, each Release Date in respect of which such Grantor is a Relevant Release Party and as of each date on which such Grantor executes and delivers a Grantor Supplement or a Collateral Supplement, as follows:
(a)Each Pool Aircraft is legally and beneficially Owned by the Owner Subsidiary identified as the Owner of such Pool Aircraft in the applicable Release Request or legally Owned by the Owner Subsidiary and beneficially Owned by a Subsidiary Holdco or another Owner Subsidiary, except to the extent of the Local Requirements Exception and as provided in the definition of “Own”. None of the Pool Aircraft Assets has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered except for Permitted Liens, and no Pool Aircraft Assets are described in (i) any UCC financing statements filed against any Transaction Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and UCC Financing Statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale) or filing records that may be applicable to the Pool Aircraft or Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens. Except to the extent of the Local Requirements Exception and as provided in the definition of “Own”, the Grantors are the legal and beneficial owners of the Collateral. None of the Collateral has been sold in violation of the provisions of the Loan Documents, or is currently pledged, assigned or otherwise encumbered other than pursuant to the terms of the Loan Documents and except for Permitted Liens. No Collateral is described in (i) any UCC financing statements filed against any Pledged Equity Party other than UCC financing statements which have been (or have been agreed by the secured parties referenced therein to be) terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry (which for the avoidance of doubt, shall not include any contract of sale), or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been (or have been agreed by the secured parties referenced therein to be) terminated or that have been made in connection with Permitted Liens, this Agreement or any other security document in favor of the Collateral Agent for the benefit of the Secured Parties, or, with respect to any Lease, in favor of the applicable Lessor Subsidiary or the Lessee thereunder.
- 9 -
Term Loan Security Agreement

(b)In each case as and to the extent required under the Express Perfection Requirements, this Agreement creates a valid and (upon the taking of the actions required hereby) perfected security interest in favor of the Collateral Agent in the Collateral as security for the Secured Obligations, subject to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest as a first priority security interest of the Collateral Agent have been (or to the extent permitted hereby or in the case of future Collateral, will be) duly taken, enforceable against the applicable Grantors and creditors of and purchasers from such Grantors.
(c)No Grantor has any trade names except as set forth on Schedule III hereto.
(d)No consent of any other Person and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or other third party (including, for the avoidance of doubt, the International Registry) is required under any applicable law that is necessary to comply with the Express Perfection Requirements (i) for the grant by such Grantor of the assignment and security interest granted hereby, (ii) for the execution, delivery or performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the pledge, assignment and security interest created hereby, except for (A) the filing of financing and continuation statements under the UCC, (B) the Required Cape Town Registrations, (C) the applicable Irish filings pursuant to Section 2.08(d) and (D) such other filings as are required under relevant local law in the case of Grantors that are not domiciled in the United States or a state thereof.
(e)The chief place of business, organizational identification number (if applicable) and chief executive or registered office of such Grantor and the office where such Grantor keeps records of the Collateral are located at the address specified opposite the name of such Grantor on the attached Schedule IV or, in the case of records, at AerCap.
(f)The Pledged Stock constitutes the percentage of the issued and outstanding shares of capital stock of the issuers thereof indicated on the attached Schedule II. The Pledged Membership Interests constitute the percentage of the membership interest of the issuer thereof or, as applicable the beneficial interest in the series of interests of the issuer thereof, as indicated on Schedule II hereto. The Pledged Beneficial Interests constitute the percentage of the beneficial interest of the issuer thereof indicated on Schedule II hereto. With respect to Camden Aircraft Leasing Trust, the only beneficial interests issued and outstanding are the beneficial interests in Series One of Camden Aircraft Leasing Trust, which are pledged to the Collateral Agent hereunder and the beneficial interests in Series Two of Camden Aircraft Leasing Trust.
(g)The Pledged Stock, the Pledged Membership Interests and the Pledged Beneficial Interests have been duly authorized and validly issued and are fully paid up and nonassessable. The Pledged Debt has been duly authorized or issued and delivered and is the legal, valid and binding obligation of each applicable Borrower Party thereunder.
(h)The Pledged Stock and the Pledged Membership Interests constitute “certificated securities” within the meaning of Section 8-102(4) of the UCC. If the issuer thereof is organized under the laws of the United States or a state thereof, the terms of any Pledged Equity Interest expressly provide that such Pledged Equity Interest shall be governed by Article 8 of the Uniform Commercial Code as in effect in the jurisdiction of the issuer of such Pledged Membership Interest or such Article 8 shall be applicable thereto under applicable Laws. Any Certificated Security or Instrument evidencing the Pledged Stock, the Pledged Debt, the Pledged Beneficial Interests, the Pledged Membership Interests and any Investment Collateral have been delivered to the Collateral Agent in accordance with Section 2.05 and 2.07. The Pledged Stock
- 10 -
Term Loan Security Agreement

and the Pledged Membership Interest either (i) are in bearer form, (ii) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (iii) have been registered in the name of the Collateral Agent. None of the Pledged Stock, the Pledged Beneficial Interests and the Pledged Membership Interest that constitute or evidence the Collateral have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any person other than the Collateral Agent (other than those agreed by the secured parties referenced therein to be terminated or released). Any Pledged Beneficial Interests either (i) constitute “certificated securities” within the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Collateral Agent and (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Collateral Agent or in blank or (3) have been registered in the name of the Collateral Agent or (ii) a fully executed “control agreement” has been delivered to the Collateral Agent with respect to such Pledged Beneficial Interests.
Section 1.04.Grantors Remain Liable. Anything contained herein to the contrary notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included in the Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent of any of its rights hereunder shall not release any Grantor from any of its duties or obligations under the contracts and agreements included in the Collateral and (c) in each case, unless the Collateral Agent or any other Secured Party, expressly in writing or by operation of law, assumes or succeeds to the interests of any Grantor hereunder, no Secured Party shall have any obligation or liability under the contracts and agreements included in the Collateral by reason of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or duties of any Grantor under the contracts and agreements included in the Collateral or to take any action to collect or enforce any claim for payment assigned under this Agreement.
Section 1.05.Delivery of Collateral. All certificates or instruments representing or evidencing any Collateral, if deliverable, shall be delivered to and held by or on behalf of the Collateral Agent and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to evidence the security interests granted thereby. The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Enforcement Event, to transfer to or to register in the name of the Collateral Agent or any of its nominees any or all of the Pledged Equity Interests, subject only to the revocable rights specified in Section 2.10(a). In addition, the Collateral Agent shall have the right at any time, upon the occurrence and during the continuance of an Enforcement Event, to exchange certificates or instruments representing or evidencing any Collateral for certificates or instruments of smaller or larger denominations.
Section 1.06.As to the Pool Aircraft Collateral. The Grantors shall provide a true and complete copy of all documents or instruments constituting Pool Aircraft Collateral to the Collateral Agent on or prior to the Release Date in respect of such Pool Aircraft. Subsequent to a Release Date in respect of a Pool Aircraft, upon (i) the inclusion of any additional such document or instrument in the Pool Aircraft Collateral in respect of such Pool Aircraft or (ii) the amendment or replacement thereof, the Grantors will deliver, or cause to be delivered, a copy thereof to the Collateral Agent (or within the time period set forth in Section 5.20(c)(ii) of the Credit Agreement, if applicable). Each such document or instrument will have been duly authorized, executed and delivered by the relevant Transaction Party, will be in full force and effect and will be binding upon and enforceable against all parties thereto in accordance with its terms subject to customary exceptions.
- 11 -
Term Loan Security Agreement

(b)The Grantors shall, at their expense, use reasonable commercial efforts, in accordance with Leasing Company Practice to (A) perform and observe, or cause to be performed and observed, all the terms and provisions of the documents and instruments constituting Pool Aircraft Collateral to be performed or observed by a Transaction Party and (B) after an Enforcement Event has occurred and is continuing take all such action to such end as may be from time to time reasonably requested by the Collateral Agent.
Section 1.07.As to the Equity Collateral and Investment Collateral. All Security Collateral, Membership Interest Collateral and Beneficial Interest Collateral (collectively, the “Equity Collateral”) and all Investment Collateral (together with the Equity Collateral, the “Relevant Collateral”) shall be delivered to the Collateral Agent as follows:
(i)in the case of each Certificated Security or Instrument, by (A) causing the delivery of such Certificated Security or Instrument to the Collateral Agent, registered in the name of the Collateral Agent or duly endorsed by an appropriate person to the Collateral Agent or in blank and, in each case, held by the Collateral Agent, or (B) if such Certificated Security or Instrument is registered in the name of any Securities Intermediary on the books of the issuer thereof or on the books of any Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such Certificated Security or Instrument to a Securities Account maintained by such Securities Intermediary in the name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so credited;
(ii)in the case of each Uncertificated Security, by (A) causing such Uncertificated Security to be continuously registered on the books of the issuer thereof in the name of the Collateral Agent or (B) if such Uncertificated Security is registered in the name of a Securities Intermediary on the books of the issuer thereof or on the books of any securities intermediary of a Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such Uncertificated Security to a Securities Account maintained by such Securities Intermediary in the name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so credited; and
(iii)in the case of each Government Security registered in the name of any Securities Intermediary on the books of the FRBNY or on the books of any securities intermediary of such Securities Intermediary, by causing such Securities Intermediary to continuously credit by book entry such security to the collateral account maintained by such Securities Intermediary in the name of the Collateral Agent and confirming in writing to the Collateral Agent that it has been so credited.
(b)Each Grantor and the Collateral Agent hereby represents, with respect to the Account Collateral, that it has not entered into, and hereby agrees that it will not enter into, any currently effective agreement (i) with any of the other parties hereto or any Securities Intermediary specifying any jurisdiction other than the State of New York as the “securities intermediary’s jurisdiction” within the meaning of Section 8-110(e) of the UCC in connection with any Securities Account with any Securities Intermediary referred to in Section 2.07(a) for purposes of 31 C.F.R. Section 357.11(b), Section 8-110(e) of the UCC or any similar state or Federal law, or (ii) with any other person relating to such account pursuant to which it has agreed that any Securities Intermediary may comply with entitlement orders made by such person. The Collateral Agent represents that it will, by express agreement with each Securities Intermediary, provide for each item of property constituting Account Collateral held in and credited to the
- 12 -
Term Loan Security Agreement

Securities Account, including cash, to be treated as a “financial asset” within the meaning of Section 8-102(a)(9)(iii) of the UCC for the purposes of Article 8 of the UCC.
(c)Without limiting the foregoing, each Grantor and the Collateral Agent agree, and the Collateral Agent shall cause each Securities Intermediary, to take such different or additional action as may be required in order to maintain the perfection and priority of the security interest of the Collateral Agent in the Equity Collateral in the event of any change in applicable law or regulation, including Articles 8 and 9 of the UCC and regulations of the U.S. Department of the Treasury governing transfers of interests in Government Securities.
Section 1.08.Further Assurances. In each case to the extent required pursuant to the Express Perfection Requirements, each Grantor agrees that from time to time, at the expense of such Grantor, such Grantor shall promptly execute and deliver all further instruments and documents, and take all further action (including under the laws of any foreign jurisdiction), that may be necessary, or that the Collateral Agent may reasonably request, in order to perfect and protect any pledge, assignment or security interest granted or purported to be granted hereby or to enable the Collateral Agent to exercise and enforce its rights and remedies hereunder with respect to any Collateral. Without limiting the generality of the foregoing but subject to the qualification that the following are required only to the extent of the Express Perfection Requirements, each Grantor shall: (i) execute and file such financing or continuation statements, or amendments thereto, under the UCC and such other instruments or notices, that may be necessary, or as the Collateral Agent may reasonably request, in order to perfect and preserve the pledge, assignment and security interest granted or purported to be granted hereby and (ii) execute, file, record, or register such additional documents and supplements to this Agreement, including any further assignments, security agreements, pledges, grants and transfers, as may be required under the laws of any foreign jurisdiction of incorporation, organization or domicile of the relevant Grantor hereunder or as the Collateral Agent may reasonably request, to create, attach, perfect, validate, render enforceable, protect or establish the priority of the security interest and lien of this Agreement.
(b)Each Grantor hereby authorizes the Collateral Agent to file one or more financing or continuation statements, and amendments thereto, under the UCC relating to all or any part of the Collateral without the signature of such Grantor where permitted by law. A photocopy or other reproduction of this Agreement or any financing statement covering the Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.
(c)To the extent consistent with Leasing Company Practice, each Grantor shall ensure that at all times an individual shall be appointed as administrator with respect to each Owner Subsidiary and each Intermediate Lessee for purposes of the International Registry and shall cause each such Owner Subsidiary and each such Intermediate Lessee to register or cause to be registered, in each case to the extent legally practicable, with the International Registry (collectively, the “Required Cape Town Registrations”) (i) the international interest provided for in any Cape Town Lease to which such Owner Subsidiary or Intermediate Lessee is a lessor or lessee; and (ii) the contract of sale with respect to any Pool Aircraft by which title to such Pool Aircraft is conveyed by or to such Owner Subsidiary, but only if the seller under such contract of sale is situated in a Contracting State or if such Aircraft Object is registered in a Contracting State and if such seller agrees to such registration.
(d)With respect to each Grantor holding an Equity Interest in a Pledged Equity Party incorporated under the laws of Ireland, such Grantor shall cause each Security Document executed by it and an Additional Charge of Shares or, in each case, its relevant
- 13 -
Term Loan Security Agreement

particulars to be filed in the Irish Companies Registration Office and, where applicable, the Irish Revenue Commissioners within 21 days of execution thereof.
Section 1.09.Place of Perfection; Records. Each Grantor shall keep its chief place of business and chief executive office at the location therefor specified in Schedule IV and shall keep its records concerning the Collateral at such location or at AerCap’s chief executive office or, upon 30 days’ prior written notice to the Collateral Agent, at such other locations in a jurisdiction where all actions required by Section 2.03(e) shall have been taken with respect to the Collateral. Subject to applicable confidentiality restrictions, each Grantor shall hold and preserve such records and, if an Enforcement Event shall have occurred and be continuing, shall permit representatives of the Collateral Agent upon reasonable prior notice at any time during normal business hours reasonably to inspect and make abstracts from such records, all at the sole cost and expense of such Grantor.
Section 1.10.Voting Rights; Dividends; Etc. So long as no Enforcement Event shall have occurred and be continuing:
(i)Each Grantor shall be entitled to exercise any and all voting and other consensual rights and rights to direct an issuer pertaining to all or any part of the Equity Collateral pledged by such Grantor for any purpose not inconsistent with the terms of this Agreement, the charter documents of such Grantor, or the Loan Documents; provided that such Grantor shall not exercise or shall refrain from exercising any such right if such action would constitute a breach of its obligations under the Loan Documents; and
(ii)The Collateral Agent shall execute and deliver (or cause to be executed and delivered) to such Grantor all such proxies and other instruments as such Grantor may reasonably request in writing and provide for the purpose of enabling such Grantor to exercise the voting and other rights that it is entitled to exercise pursuant to Section 2.10(a)(i).
(b)After an Enforcement Event shall have occurred and be continuing, any and all distributions, dividends and interest paid in respect of the Equity Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral; (ii) distributions, dividends and other distributions paid or payable in cash in respect of such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, such Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral shall be forthwith delivered to the Collateral Agent and, if received by such Grantor, shall be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor and be forthwith delivered to the Collateral Agent in the same form as so received (with any necessary endorsement).
(c)During the continuance of an Enforcement Event, all rights of each Grantor to exercise or refrain from exercising the voting and other consensual rights and rights to direct an issuer that it would otherwise be entitled to exercise pursuant to Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested in the Collateral Agent,
- 14 -
Term Loan Security Agreement

which shall thereupon have the sole right to exercise or refrain from exercising such voting and other consensual rights and rights to direct an issuer.
Section 1.11.Transfers and Other Liens; Additional Shares or Interests. No Grantor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral or (ii) create or suffer to exist any Lien upon or with respect to any of the Collateral, in the case of clause (i) or (ii) other than a Permitted Lien or as otherwise provided for or permitted in any Loan Document.
(b)Except as otherwise provided pursuant to the Loan Documents, the Grantors shall not issue, deliver or sell any shares, interests, participations or other equivalents except those pledged hereunder and except to the extent of the Local Requirements Exception. Any beneficial interests, membership interests or capital stock or other securities or interests issued in respect of or in substitution for the Pledged Stock, the Pledged Membership Interests or the Pledged Beneficial Interest shall be issued or delivered (with any necessary endorsement) to the Collateral Agent in accordance with Section 2.07.
Section 1.12.Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby irrevocably appoints, as security for the Secured Obligations, the Collateral Agent as such Grantor’s attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of such Grantor or otherwise, from time to time in the Collateral Agent’s discretion during the occurrence and continuance of an Enforcement Event, to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including:
(a)to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral;
(b)to receive, indorse and collect any drafts or other instruments and documents in connection included in the Collateral;
(c)to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary for the collection of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; and
(d)to execute and file any financing or continuation statements, or amendments thereto, and such other instruments or notices, as may be necessary, in order to perfect (except in the case of the Beneficial Interest Collateral provided pursuant to Section 2.01(c)) and preserve the pledge, assignment and security interest granted hereby; provided, that the Collateral Agent’s exercise of any such power in this clause (d) shall be subject to the Express Perfection Requirements.
Section 1.13.Collateral Agent May Perform. If any Grantor fails to perform any agreement contained in this Agreement, the Collateral Agent may (but shall not be obligated to) after such prior notice as may be reasonable under the circumstances, itself perform, or cause performance of, such agreement, and the expenses of the Collateral Agent incurred in connection with doing so shall be payable by the Grantors.
Section 1.14.Covenant to Pay. Each Grantor covenants with the Collateral Agent (for the benefit of the Secured Parties) that it will pay or discharge any monies and liabilities whatsoever that are now, or at any time hereafter may be, due, owing or payable by such Grantor in any currency, actually or contingently, solely and/or jointly,
- 15 -
Term Loan Security Agreement

and/or severally with another or others, as principal or surety on any account whatsoever pursuant to the Loan Documents in accordance with their terms. Each Grantor agrees that (except as provided in Article 7 of the Credit Agreement) no payment or distribution by such Grantor pursuant to the preceding sentence shall entitle such Grantor to exercise any rights of subrogation in respect thereof until the related Secured Obligations shall have been paid in full.
Section 1.15.Delivery of Collateral Supplements; Delivery of Grantor Supplements. Upon the acquisition by any Grantor of any Security Collateral, Membership Interest Collateral or Beneficial Interest Collateral, such Grantor shall concurrently execute and deliver to the Collateral Agent a Collateral Supplement duly completed with respect to such Collateral and shall take such steps with respect to the perfection of such Collateral as are called for by this Agreement for Collateral of the same type; provided that the foregoing shall not be construed to provide for any action with respect to perfection not required by the Express Perfection Requirements; and provided further that the failure of any Grantor to deliver any Collateral Supplement as to any such Collateral shall not impair the lien of this Agreement as to such Collateral. Upon the acquisition by any Owner Subsidiary of an Aircraft Object (other than an aircraft engine) not previously described in Schedule I hereto as supplemented by Annex I to each Grantor Supplement and Collateral Supplement, the Grantor that directly Owns the Equity Interest in such Owner Subsidiary shall provide an updated Collateral Supplement describing such Aircraft Object.
(b)Each Grantor shall, prior to or simultaneously with such Person Owning the Equity Interests in any Subsidiary, cause any Subsidiary Obligor that was not a signatory hereto on the date of this Agreement to enter into a Grantor Supplement and become a Grantor hereunder.
Section 1.16.Insurance. The Grantors shall cause to be maintained, or procure that the relevant Lessee maintains, hull and third party liability insurance policies in respect of each Pool Aircraft in accordance with the terms of Schedule V hereto.
Section 1.17.Covenant Regarding Control. No Grantor shall cause nor permit any Person other than the Collateral Agent to have “control” (as defined in Section 8-106 of the UCC) of the Collateral Account pursuant to the terms of the Credit Agreement and the Account Control Agreement.
Section 1.18.Covenant Regarding Account Collateral. Borrower shall enter into the Account Control Agreement as of the date hereof. The Collateral Agent agrees for purposes of paragraph 7 of the Account Control Agreement that it will confirm in writing to the Securities Intermediary its agreement to any investments selected by the Borrower which are Permitted Investments.
Section 1.19.As to Irish Law. Notwithstanding anything to the contrary contained in this Agreement and in addition to and without prejudice to any other rights or power of the Collateral Agent under this Agreement or under general law in any relevant jurisdiction, at any time that the Collateral shall become enforceable as provided in Section 3.01, the Collateral Agent shall be entitled to appoint a receiver under this Agreement or under the Land and Conveyancing Law Reform Act 2009 (as amended and as the same may be amended, modified or replaced from time to time, the “2009 Act”) without the need for the occurrence of any of the events specified in (a) to (c) of section 108(1) (Appointment of Receiver) of the 2009 Act, such receiver shall have all such powers, rights and authority conferred under the 2009 Act, this Agreement and otherwise
- 16 -
Term Loan Security Agreement

under the laws of Ireland without any limitation or restriction imposed by the 2009 Act or otherwise under the laws of Ireland which may be excluded or removed. The statutory power of sale conferred by section 100 (Power of sale) of the 2009 Act shall apply to the Collateral free from restrictions contained in section 100(1), (2), (3) and (4) and without the requirement to serve notice (as provided for in section 100(1)) and section 108 (7) (Remuneration of a receiver) of the 2009 Act shall not apply to the Collateral or to any receiver appointed under this Agreement.
Section 1.20.Additional Security. Each Grantor undertakes with the Collateral Agent to enter into:
(a)in respect of each Subsidiary which is a company, an Additional Charge of Shares in respect of the Equity Interests held by it of any Subsidiary of a Grantor which is incorporated under the laws of Ireland and in respect of any other Subsidiary of a Grantor, in each case to the extent such Additional Charge of Shares is necessary to perfect or protect the Collateral Agent’s interests in such Equity Interests under applicable Law and to the extent required under the Express Perfection Requirements; and
(b)in respect of each Subsidiary which is a trust, a security deed of assignment and charge in respect of the beneficial interest held by it of any Subsidiary of a Grantor which is constituted under the laws of Ireland and in respect of any other Subsidiary of a Grantor, in each case to the extent any additional security document is necessary to perfect or protect the Collateral Agent’s interests in such beneficial interest under applicable Law and to the extent required under the Express Perfection Requirements.
Section 1.21.Covenant Regarding Camden Aircraft Leasing Trust. Each Grantor undertakes with the Collateral Agent:
(a)in respect of Series One of Camden Aircraft Leasing Trust, to observe all trust formalities necessary to remain separate and distinct from, and independent of, Series Two of Camden Aircraft Leasing Trust, and in connection therewith shall maintain certain procedures relating to its separateness, including, (x) maintaining its own books, records and accounts separate from those of Series Two of Camden Aircraft Leasing Trust and (y) maintaining its funds, assets and liabilities separate and distinct from those of Series Two of Camden Aircraft Leasing Trust; and
(b)that no Grantor shall cause nor permit Series Two of Camden Aircraft Leasing Trust to (x) incur, create, issue, assume, guarantee or otherwise become liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, whether present or future, any Indebtedness other than leases and obligations to lessees, trustees and others under the leases, trust agreements and other documents related thereto, including any Indebtedness owed to any lessee under any such agreement or the lease with respect to maintenance contributions, redelivery condition adjustment payments or any other obligation to a lessee (in such capacity) and (y) directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind on any of its property or assets, except Permitted Liens.
ARTICLE III
REMEDIES
Section 1.01.Remedies. Notwithstanding anything herein or in any other Loan Document to the contrary, if any Enforcement Event shall have occurred and be
- 17 -
Term Loan Security Agreement

continuing, and in each case subject to the quiet enjoyment rights of the applicable Lessee of any Pool Aircraft:
(a)The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein (including, for the avoidance of doubt, the rights and remedies of the Collateral Agent provided for in Section 2.10(c)), all of the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and all of the rights and remedies under applicable law and also may (i) require any Grantor to, and such Grantor hereby agrees that it shall at its expense and upon written request of the Collateral Agent forthwith, assemble all or any part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties and (ii) without notice except as specified below, sell or cause the sale of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.
(b)All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in accordance with Section 3.02. Any sale or sales conducted in accordance with the terms of this Section 3.01 shall be deemed conclusive and binding on each Grantor and the Secured Parties.
Section 1.02.Priority of Payments. The Collateral Agent hereby agrees that all cash proceeds received by the Collateral Agent in respect of any Collateral pursuant to Section 3.01 hereof and any payments by any Grantor to the Collateral Agent following an Enforcement Event shall be paid by the Collateral Agent in the order of priority set forth below:
(a)first, to the Administrative Agent for all fees, indemnities, expenses, and other amounts payable to the Administrative Agent or Collateral Agent (including fees and disbursements and other charges of counsel to such Agent payable under Section 9.03 of the Credit Agreement payable to such Agent in its respective capacity as such) or incurred by the Administrative Agent or Collateral Agent in connection with the exercise of remedies hereunder or under the other Security Documents;
(b)second, to payment of that portion of the Secured Obligations constituting fees, expenses, indemnities and other amounts payable to the Lenders and the other Secured Parties (including fees and disbursements and other charges of counsel to the Lenders payable under Section 9.03 of the Credit Agreement) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (b) payable to them;
(c)third, to the Administrative Agent for the benefit of the Secured Parties, until payment in full in cash of the Secured Obligations then outstanding; and
(d)fourth, all remaining amounts to the relevant Grantors or whomsoever may be lawfully entitled to receive such amounts.
- 18 -
Term Loan Security Agreement

ARTICLE IV
SECURITY INTEREST ABSOLUTE
Section 1.01.Security Interest Absolute. A separate action or actions may be brought and prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is brought against any other Grantor or whether any other Grantor is joined in any such action or actions. Except as otherwise provided in the Loan Documents, all rights of the Collateral Agent and the security interests and Liens granted under, and all obligations of each Grantor under, until the Secured Obligations then outstanding are paid in full, this Agreement and each other Loan Document shall be absolute and unconditional, irrespective of:
(a)any lack of validity or enforceability of any Loan Document, Assigned Document or any other agreement or instrument relating thereto;
(b)any change in the time, manner or place of payment of, the security for, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;
(c)any taking, exchange, release or non-perfection of the Collateral or any other collateral or taking, release or amendment or waiver of or consent to departure from any guaranty, for all or any of the Secured Obligations;
(d)any manner of application of Collateral, or proceeds thereof, to all or any of the Secured Obligations, or any manner of sale or other disposition of any Collateral for all or any of the Secured Obligations or any other assets of the Grantors;
(e)any change, restructuring or termination of the corporate structure or existence of any Grantor; or
(f)any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor or a third-party grantor of a security interest or a Person deemed to be a surety.
ARTICLE V
THE COLLATERAL AGENT
The Collateral Agent and the Secured Parties agree among themselves as follows:
Section 1.01.Authorization and Action. Each Secured Party by its acceptance of the benefits of this Agreement hereby appoints and authorizes Citibank as the initial Collateral Agent to take such action as trustee on behalf of the Secured Parties and to exercise such powers and discretion under this Agreement and the other Loan Documents as are specifically delegated to the Collateral Agent by the terms of this Agreement and of the Loan Documents, and no implied duties and covenants shall be deemed to arise against the Collateral Agent.
(b)The Collateral Agent accepts such appointment and agrees to perform the same but only upon the terms of this Agreement (including any quiet enjoyment covenants given to the Lessees) and agrees to receive and disburse all moneys received by it in accordance with the terms of this Agreement. The Collateral Agent in its individual capacity shall not be answerable or accountable under any circumstances, except for its own willful misconduct or
- 19 -
Term Loan Security Agreement

gross negligence (or simple negligence in the handling of funds or breach of any of its representations or warranties set forth in this Agreement) and the Collateral Agent shall not be liable for any action or inaction of any Grantor or any other parties to any of the Loan Documents.
Section 1.02.Absence of Duties. The powers conferred on the Collateral Agent under this Agreement with respect to the Collateral are solely to protect its interests in this Agreement and shall not impose any duty upon it, except as explicitly set forth herein, to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it under this Agreement, the Collateral Agent shall not have any duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve or perfect rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall not have any duty to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of any Grantor or Lessee. Without limiting the above provisions of this Section 5.02, the Collateral Agent shall have no duty (i) to see to any recording, filing, or depositing of this Agreement or any supplemental agreement or any financing statement or continuation statement evidencing a security interest, or to see to the maintenance of any such recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to maintain any insurance.
Section 1.03.Representations or Warranties. The Collateral Agent shall not make nor shall it be deemed to have made any representations or warranties as to the validity, legality or enforceability of this Agreement, any other Loan Document or any other document or instrument or as to the correctness of any statement contained in any thereof, or as to the validity or sufficiency of any of the pledge and security interests granted hereby, except that the Collateral Agent in its individual capacity hereby represents and warrants (a) that each such specified document to which it is a party has been or will be duly executed and delivered by one of its officers who is and will at such time be duly authorized to execute and deliver such document on its behalf, and (b) this Agreement is or will be the legal, valid and binding obligation of the Collateral Agent in its individual capacity, enforceable against the Collateral Agent in its individual capacity in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, examinership or similar law affecting creditors’ rights generally.
Section 1.04.Reliance; Agents; Advice of Counsel. The Collateral Agent shall not incur any liability to anyone as a result of acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Collateral Agent may accept a copy of a resolution of the board or other governing body of any party to this Agreement or any Loan Document, certified by the Secretary or an Assistant Secretary thereof or other duly authorized Person of such party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or other governing body and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described in this Agreement, the Collateral Agent shall be entitled to receive and may for all purposes hereof conclusively rely, and shall be fully protected in acting or refraining from acting, on a certificate, signed by an officer of any duly authorized Person, as to such fact or matter, and such certificate shall
- 20 -
Term Loan Security Agreement

constitute full protection to the Collateral Agent for any action taken or omitted to be taken by them in good faith in reliance thereon. The Collateral Agent shall assume, and shall be fully protected in assuming, that each other party to this Agreement is authorized by its constitutional documents to enter into this Agreement and to take all action permitted to be taken by it pursuant to the provisions of this Agreement, and shall not inquire into the authorization of such party with respect thereto.
(b)The Collateral Agent may execute any of its powers hereunder or perform any duties under this Agreement either directly or by or through agents, including financial advisors, or attorneys or a custodian or nominee, provided, however, that the appointment of any agent shall not relieve the Collateral Agent of its responsibilities or liabilities hereunder.
(c)The Collateral Agent may consult with counsel and any opinion of counsel or any advice of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under this Agreement in good faith and in accordance with such advice or opinion of counsel.
(d)The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties, pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.
(e)The Collateral Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if there is reasonable ground for believing that the repayment of such funds or indemnity reasonably satisfactory to it against such risk or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require the Collateral Agent to perform, or be responsible or liable for the manner of performance of, any obligations of any Grantor under any of the Loan Documents.
(f)If the Collateral Agent incurs expenses or renders services in connection with an exercise of remedies specified in Section 3.01, such expenses (including the fees and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any bankruptcy law or law relating to creditors’ rights generally.
(g)The Collateral Agent shall not be charged with knowledge of an Event of Default unless the Collateral Agent obtains actual knowledge of such event or the Collateral Agent receives written notice of such event from any of the Secured Parties.
(h)The Collateral Agent shall not have any duty to monitor the performance of any Grantor or any other party to the Loan Documents, nor shall the Collateral Agent have any liability in connection with the malfeasance or nonfeasance by such parties. The Collateral Agent shall not have any liability in connection with compliance by any Grantor or any Lessee under a Lease with statutory or regulatory requirements related to the Collateral, any Pool Aircraft or any Lease. The Collateral Agent shall not make or be deemed to have made any representations or warranties with respect to the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of any assignment or other disposition of the Collateral, any Pool Aircraft or any Lease.
- 21 -
Term Loan Security Agreement

Section 1.05.No Individual Liability. The Collateral Agent shall not have any individual liability in respect of all or any part of the Secured Obligations, and all shall look, subject to the lien and priorities of payment provided herein and in the Loan Documents, only to the property of the Grantors (to the extent provided in the Loan Documents) for payment or satisfaction of the Secured Obligations pursuant to this Agreement and the other Loan Documents.
ARTICLE VI
SUCCESSOR COLLATERAL AGENT
Section 1.01.Resignation and Removal of the Collateral Agent. The Collateral Agent may resign at any time without cause by giving at least 30 days’ prior written notice to the Borrower and the Lenders. The Required Lenders may at any time remove the Collateral Agent without cause by an instrument in writing delivered to the Borrower, the Lenders and the Collateral Agent. No resignation by or removal of the Collateral Agent pursuant to this Section 6.01 shall become effective prior to the date of appointment by the Required Lenders of a successor Collateral Agent and the acceptance of such appointment by such successor Collateral Agent.
Section 1.02.Appointment of Successor. In the case of the resignation or removal of the Collateral Agent, the Required Lenders shall promptly appoint a successor Collateral Agent. So long as no Event of Default shall have occurred and be continuing, any such successor Collateral Agent shall as a condition to its appointment be reasonably acceptable to the Borrower. If a successor Collateral Agent shall not have been appointed and accepted its appointment hereunder within 60 days after the Collateral Agent gives notice of resignation, the retiring Collateral Agent, the Administrative Agent or the Required Lenders may petition any court of competent jurisdiction for the appointment of a successor Collateral Agent. Any successor Collateral Agent so appointed by such court shall immediately and without further act be superseded by any successor Collateral Agent appointed as provided in the first sentence of this paragraph within one year from the date of the appointment by such court.
(b)Any successor Collateral Agent shall execute and deliver to the relevant Secured Parties an instrument accepting such appointment. Upon the acceptance of any appointment as Collateral Agent hereunder, a successor Collateral Agent, upon the execution and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to this Agreement, and, subject to the Express Perfection Requirements, such other instruments or notices, as may be necessary, or as the Administrative Agent may request in order to continue the perfection (if any) of the Liens granted or purported to be granted hereby, shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. The retiring Collateral Agent shall take all steps necessary to transfer all Collateral in its possession and all its control over the Collateral to the successor Collateral Agent. All actions under this paragraph (b) shall be at the expense of the Borrower; provided that if a successor Collateral Agent has been appointed as a result of the circumstances described in Section 6.02(d), any actions under this paragraph (b) as relating to such appointment shall be at the expense of the successor Collateral Agent.
(c)The Collateral Agent shall be an Eligible Institution, if there be such an institution willing, able and legally qualified to perform the duties of the Collateral Agent hereunder and, unless such institution is an Affiliate of a Secured Party or an Event of Default has occurred and is continuing, reasonably acceptable to the Borrower.
- 22 -
Term Loan Security Agreement

(d)Any corporation or other entity into which the Collateral Agent may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Collateral Agent shall be a party, or any corporation or other entity to which substantially all the business of the Collateral Agent may be transferred, shall be the Collateral Agent under this Agreement without further act.
ARTICLE VII
INDEMNITY AND EXPENSES
Section 1.01.Indemnity. Each of the Grantors shall indemnify, defend and hold harmless the Collateral Agent (and its officers, directors, employees, representatives and agents) from and against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by it without gross negligence or bad faith on its part in connection with the acceptance or administration of this Agreement and its duties hereunder, including the costs and expenses of defending itself against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise or performance of any of its powers or duties hereunder. The Collateral Agent (i) must provide reasonably prompt notice to the applicable Grantor of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the applicable Grantor, which consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense or indemnity against any loss or liability incurred by the Collateral Agent through gross negligence or bad faith.
Each Grantor, as applicable, may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the Collateral Agent and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the applicable Grantor may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Collateral Agent are in conflict with those of such Grantor and (iii) the indemnified person shall have the right to approve the counsel designated by such Grantor which consent shall not be unreasonably withheld.
(b)Each Grantor shall within ten (10) Business Days after demand pay to the Collateral Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, that the Collateral Agent may incur in connection with (i) the administration of this Agreement (in accordance with fee arrangements agreed between the Collateral Agent and AerCap), (ii) the custody, preservation, use or operation of, or the sale of, collection from or other realization upon, any of the Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent or any other Secured Party against such Grantor hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions hereof.
Section 1.02.Secured Parties’ Indemnity. The Collateral Agent shall be entitled to be indemnified (subject to the limitations and requirements described in Section 7.01 mutatis mutandis) by the Lenders to the sole satisfaction of the Collateral Agent before proceeding to exercise any right or power under this Agreement at the
- 23 -
Term Loan Security Agreement

request or direction of the Administrative Agent, provided that such indemnity by the Lenders shall not be required to the extent the Collateral Agent is indemnified with respect to such exercise by the Grantors and no Default or Event of Default has occurred and is continuing.
(b)In order to recover under clause (a) above, the Collateral Agent: (i) must provide reasonably prompt notice to the Administrative Agent of any claim for which indemnification is sought, provided that the failure to provide notice shall only limit the indemnification provided hereby to the extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must not make any admissions of liability or incur any significant expenses after receiving actual notice of the claim or agree to any settlement without the written consent of the Administrative Agent which consent shall not be unreasonably withheld.
(c)The Administrative Agent may, in its sole discretion, and at its expense, control the defense of the claim including, without limitation, designating counsel for the Collateral Agent and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the Administrative Agent may not agree to any settlement involving any indemnified person that contains any element other than the payment of money and complete indemnification of the indemnified person without the prior written consent of the affected indemnified person, (ii) the Administrative Agent shall engage and pay the expenses of separate counsel for the indemnified person to the extent that the interests of the Collateral Agent are in conflict with those of the Administrative Agent and (iii) the indemnified person shall have the right to approve the counsel designated by the Administrative Agent which consent shall not be unreasonably withheld.
(d)The provisions of Section 7.01 and this Section 7.02 shall survive the termination of this Agreement or the earlier resignation or removal of the Collateral Agent.
Section 1.03.No Compensation from Secured Parties. The Collateral Agent agrees that it shall have no right against the Secured Parties for any fee as compensation for its services in such capacity.
Section 1.04.Collateral Agent Fees. In consideration of the Collateral Agent’s performance of the services provided for under this Agreement, the Grantors shall pay to the Collateral Agent the annual fee set forth in the Fee Letter and shall reimburse the Collateral Agent for expenses incurred.
ARTICLE VIII
MISCELLANEOUS
Section 1.01.Amendments; Waivers; Etc. No amendment or waiver of any provision of this Agreement, and no consent to any departure by any party from the provisions of this Agreement, shall in any event be effective unless the same shall be in writing and signed by the Collateral Agent and each party hereto. No failure on the part of the Collateral Agent to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The Collateral Agent may, but shall have no obligation to, execute and deliver any amendment or modification which would affect its duties, powers, rights, immunities or indemnities hereunder.
(b)Upon the execution and delivery by any Person of a Grantor Supplement, (i) such Person shall be referred to as an “Additional Grantor” and shall be and become a Grantor
- 24 -
Term Loan Security Agreement

hereunder, and each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional Grantor, (ii) Annexes I, II, III and IV attached to each Grantor Supplement shall be incorporated into, become a part of and supplement Schedules I, II, III and IV, respectively, and the Collateral Agent may attach such Annexes as supplements to such Schedules; and each reference to such Schedules shall be a reference to such Schedules as so supplemented and (iii) such Additional Grantor shall be a Grantor for all purposes under this Agreement and shall be bound by the obligations of the Grantors hereunder.
(c)Upon the execution and delivery by a Grantor of a Collateral Supplement, Annexes I and II to such Collateral Supplement shall be incorporated into, become a part of and supplement Schedules I and II, respectively, and the Collateral Agent may attach such Annexes as supplements to such Schedules; and each reference to such Schedules shall be a reference to such Schedules as so supplemented.
Section 1.02.Addresses for Notices; Delivery of Documents. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier or electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:
For each Grantor:
Setanta Aircraft Leasing Designated Activity Company
4450 Atlantic Avenue
Westpark
Shannon
Co. Clare
Email: contractualnotices@aercap.com
Attention: Corporate Legal / Treasury
Setanta Aviation Holdings Limited4450 Atlantic Avenue
Westpark
Shannon
Co. Clare
Email: contractualnotices@aercap.com
Attention: Corporate Legal / Treasury
Culann Aircraft Leasing Limited4450 Atlantic Avenue
Westpark
Shannon
Co. Clare
Email: contractualnotices@aercap.com
Attention: Corporate Legal / Treasury
Dagda Aircraft Leasing Limited
4450 Atlantic Avenue
Westpark
Shannon
Co. Clare
Email: contractualnotices@aercap.com
Attention: Corporate Legal / Treasury

- 25 -
Term Loan Security Agreement

For the Collateral Agent:
Citibank, N.A., as Collateral Agent
388 Greenwich Street
New York, NY 10013
Email: cts.spag@citi.com / albert.p.mari@citi.com
Attention: Albert Mari, Jr., Senior Trust Officer

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this Section 8.02. Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by telecopier or electronic mail shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient).
(b)All documents required to be delivered to the Collateral Agent shall be delivered in accordance with the provisions of Section 5.09(c) of the Credit Agreement.
Section 1.03.Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
Section 1.04.Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.
Section 1.05.Continuing Security Interest. Subject to Section 8.06, this Agreement shall create a continuing security interest in the Collateral and shall (a) remain in full force and effect until the earlier of the indefeasible payment in full in cash of the Secured Obligations then outstanding to the Secured Parties, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together with the rights and remedies of the Collateral Agent hereunder, to the benefit of the Secured Parties and their respective successors, permitted transferees and permitted assigns..
Section 1.06.Release and Termination. Upon any sale, transfer or other disposition or removal from the Designated Pool of any Pool Aircraft (or Owner Subsidiary or Intermediate Lessee) or other item of Collateral in accordance with the terms of the Loan Documents, including the Pledged Equity Interest in each Owner Subsidiary or Intermediate Lessee that owns or leases such Pool Aircraft, or if applicable, a Subsidiary Holdco (in each case, upon a removal of such Transaction Party in accordance with Sections 2.10 or 5.04 of the Credit Agreement), such Collateral will be deemed released from the Lien hereof (and related guarantees will be deemed released in accordance with Section 7.11 of the Credit Agreement), and the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to the Grantor of such item of Collateral such documents as such Grantor shall reasonably request and provide to the Collateral Agent to evidence the release of such item of Collateral from the assignment and security interest granted hereby and to evidence the release of any related guaranty, and to the extent that (A) the Collateral Agent’s consent is required for any deregistration of the interests in such released Collateral from any registry or (B) the Collateral Agent is
- 26 -
Term Loan Security Agreement

required to initiate any such deregistration, the Collateral Agent shall ensure that such consent or such initiation of such deregistration is effected. Any amounts released from the Collateral Account by the Collateral Agent in accordance with the terms of the Loan Documents shall be deemed irrevocably and unconditionally released from the Lien hereof.
(b)Upon the payment in full in cash of the Secured Obligations then outstanding, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate, the Collateral Agent shall cease to be a party to this agreement, and all provisions of this Agreement (except for this Section 8.06(b)) relating to the Secured Obligations, the Secured Parties or the Collateral Agent shall cease to be of any effect insofar as they relate to the Secured Obligations, the Secured Parties or the Collateral Agent. Upon any such termination, the Collateral Agent will, at the relevant Grantor’s expense, execute and deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably request to evidence such termination.
(c)If, prior to the termination of this Agreement, the Collateral Agent ceases to be the Collateral Agent in accordance with the definition of “Collateral Agent” in Section 1.01, all certificates, instruments or other documents being held by the Collateral Agent at such time shall, within five (5) Business Days from the date on which it ceases to be the Collateral Agent, be delivered to the successor Collateral Agent.
Section 1.07.Currency Conversion. If any amount is received or recovered by the Collateral Agent in a currency (the “Received Currency”) other than the currency in which such amount was expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency actually received or recovered by the Collateral Agent, to the extent permitted by law, shall only constitute a discharge of the relevant Grantor to the extent of the amount of the Agreed Currency which the Collateral Agent was or would have been able in accordance with its or his normal procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable, on the next date on which it is so practicable), and, if the amount of the Agreed Currency which the Collateral Agent is or would have been so able to purchase is less than the amount of the Agreed Currency which was originally payable by the relevant Grantor, such Grantor shall pay to the Collateral Agent for the benefit of the Secured Parties such amount as it shall determine to be necessary to indemnify the Collateral Agent and the Secured Parties against any loss sustained by it as a result (including the cost of making any such purchase and any premiums, commissions or other charges paid or incurred in connection therewith) and so that, to the extent permitted by law, (i) such indemnity shall constitute a separate and independent obligation of each Grantor distinct from its obligation to discharge the amount which was originally payable by such Grantor and (ii) shall give rise to a separate and independent cause of action and apply irrespective of any indulgence granted by the Collateral Agent and continue in full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount in respect of the amount originally payable by any Grantor or any judgment or order and no proof or evidence of any actual loss shall be required.
Section 1.08.Governing Law. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 1.09.Jurisdiction; Consent to Service of Process. To the extent permitted by applicable law, each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State
- 27 -
Term Loan Security Agreement

court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Borrower Party or its properties in the courts of any jurisdiction.
(b)Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court described above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c)Each Grantor agrees that service of all writs, process and summonses in any such action or proceeding brought in York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof sitting in New York County, may be made upon AerCap, Inc., presently located in the United States located at 10250 Constellation Blvd. Suite 1500, Los Angeles, CA 90067 (the “Process Agent”), and each Grantor confirms and agrees that the Process Agent has been duly and irrevocably appointed as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, process and summonses, and agrees that the failure of the Process Agent to give any notice of any such service of process to any Grantor shall not impair or affect the validity of such service or of any judgment based thereon.
(d)Furthermore, each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.02. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
Section 1.10.Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement (i) will become effective when the Collateral Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail will be effective as delivery of a manually executed counterpart of this Agreement.
Section 1.11.Table of Contents, Headings, Etc. The Table of Contents and headings of the Articles and Sections of this Agreement have been inserted for
- 28 -
Term Loan Security Agreement

convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms and provisions hereof.
Section 1.12.Non-Invasive Provisions. Notwithstanding any other provision of the Loan Documents, the Collateral Agent (for and on behalf of itself and the Secured Parties) agrees that, so long as no Enforcement Event shall have occurred and be continuing, not to take any action or cause to be taken any action, or permit any Person claiming by, through or on behalf of it to take any action or cause any action, that would interfere with the possession, use, operation and quiet enjoyment of and other rights with respect to any Pool Aircraft or Collateral related thereto and all rents, revenues, profits and income therefrom, including, the right to enforce manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to the Pool Aircraft to the repair or replacement of the Pool Aircraft or otherwise to the extent not required to be deposited as Account Collateral under the Loan Documents and the right to engage in pooling, leasing and similar actions, in each case in accordance with the terms of this Agreement or the other applicable Loan Documents.
(b)Notwithstanding any other provision of the Loan Documents, the Collateral Agent agrees (for and on behalf of itself and the Secured Parties) that, so long as no “Event of Default” (or similar term) under a Lease (as defined in such Lease) shall have occurred and be continuing and as otherwise provided in any Lease, not to take any action or cause to be taken any action, or permit any person claiming by, through or on behalf of it to take any action or cause any action, that would interfere with the possession, use, operation and quiet enjoyment of and other rights of the Lessee with respect to any Pool Aircraft or Collateral related thereto and all rents, revenues, profits and income therefrom, including, the right to enforce manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to the Pool Aircraft to the repair of the Pool Aircraft or otherwise as provided in such Lease and the right to engage in pooling, leasing and similar actions, in each case in accordance with the terms of such Lease.
(c)For the avoidance of doubt, the Collateral Agent (for and on behalf of itself and the Secured Parties) agrees that a Transaction Party may from time to time lease out an engine that is part of a Pool Aircraft or lease in an engine that is not part of a Pool Aircraft as it determines in accordance with Leasing Company Practice.
Section 1.13.Limited Recourse. In the event that the direct or indirect assets of the Grantors are insufficient, after payment of all other claims, if any, ranking in priority to the claims of the Collateral Agent or any Secured Party hereunder, to pay in full such claims of the Collateral Agent or such Secured Party (as the case may be), then the Collateral Agent or the Secured Party shall have no further claim against the Grantors (other than the Borrower) in respect of any such unpaid amounts; provided that the foregoing limitation on recourse shall in no way limit the right of any Secured Party to enforce the obligations of any Obligor set forth in Article 7 of the Credit Agreement.
(b)To the extent permitted by applicable law, no recourse under any obligation, covenant or agreement of any party contained in this Agreement shall be had against any equityholder (not including any Grantor as an equityholder of any Pledged Equity Party hereunder), officer or director of the relevant party as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the relevant party and no personal liability shall attach to or be incurred by the equityholders (not including any Grantor as an equityholder of any other Grantor hereunder), officers or directors of the relevant party as such, or any of them under or by reason of any of the obligations, covenants or agreements of
- 29 -
Term Loan Security Agreement

such relevant party contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by such party of any of such obligations, covenants or agreements, either at law or at equity or by statute or constitution, of every such equityholder (not including any Grantor as an equityholder of any Pledged Equity Party hereunder), officer or director is hereby expressly waived by the other parties as a condition of and consideration for the execution of this Agreement.
Section 1.14.Parallel Debt.
(a)For the purpose of ensuring and preserving the validity and continuity of this Agreement and the security interests created, or to be created, pursuant hereto, the Borrower irrevocably and unconditionally undertakes with the Collateral Agent to pay to the Collateral Agent amounts equal to and in the currency of all of the Secured Obligations from time to time due to each of the Secured Parties in accordance with the terms and conditions of the Secured Obligations as and when these so become due (the “Parallel Debt”).
(b)Notwithstanding any of the other provisions referred to under the Parallel Debt:
(i)the total amount due and payable under the Parallel Debt shall be decreased to the extent that the Borrower shall have paid any amounts to the relevant Secured Party to reduce the Secured Obligations; and
(ii)the total amount due and payable under the Secured Obligations shall be decreased to the extent that the Borrower shall have paid any amounts to the Collateral Agent in respect of the Parallel Debt.
(c)The Collateral Agent, for and on behalf of the Secured Parties, accepts the provisions of this Section 8.14 and confirms that the Secured Parties are aware of and agree to the Parallel Debt.
(d)In the event of a resignation of the Collateral Agent in its capacity of Collateral Agent, or the appointment of a new Collateral Agent, the retiring Collateral Agent shall assign the Parallel Debt owed to it to the successor Collateral Agent.
[The Remainder of this Page is Intentionally Left Blank]

- 30 -
Term Loan Security Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by its representative or officer thereunto duly authorized as of the date first above written.
SIGNED and DELIVERED as a DEED for and on behalf of
SETANTA AIRCRAFT LEASING DESIGNATED ACTIVITY COMPANY
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney


in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
AERCAP HOLDINGS N.V.
by its duly authorized attorney
/s/ Risteard Sheridan
Risteard Sheridan
Attorney-in-Fact


in the presence of
/s/ Ashleigh Mooney
Name:Ashleigh Mooney
Address:AerCap Holdings N.V.
AerCap House
68 St. Stephen’s Green
Dublin 2, Ireland
Occupation:
Executive Assistant to the CFO


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
AERCAP IRELAND LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SETANTA AVIATION HOLDINGS LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
CULANN AIRCRAFT LEASING
LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
DAGDA AIRCRAFT LEASING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
CITIBANK, N.A., not in its individual capacity, but solely as Collateral Agent
by its duly authorized attorney
/s/ Albert Mari, Jr.
Albert Mari, Jr.
Senior Trust Officer

in the presence of
/s/ Patricia Gallagher
Name:Patricia Gallagher
Address:388 Greenwich Street
New York, NY 10013
Occupation:
Banking

Signature Page – Term Loan Security Agreement


SIGNED and DELIVERED as a DEED for and on behalf of
ARCTIC LEASING NO.3 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
BALLYMOON AIRCRAFT
SOLUTIONS LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
ILFC AIRCRAFT 32A-1884 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
ILFC AIRCRAFT 32A-4619 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
ILFC AIRCRAFT 32A-454 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
ILFC AIRCRAFT 33A-911 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MENELAUS II DESIGNATED ACTIVITY COMPANY
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MENELAUS III LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MENELAUS V LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MENELAUS VI LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MENELAUS VII LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MENELAUS VIII LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYLEASE MSN (3365) LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYLEASE MSN 3545 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYLEASE MSN 3574 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYLEASE MSN 3711 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYLEASE MSN 3778 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYLEASE MSN 4254 LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
PALLADIUM FUNDING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYFUNDING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
SKYFUNDING II LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:
Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
TULLYCRINE AIRCRAFT LEASING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
MOYADDA LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:Solicitor



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
ANDES AIRCRAFT LEASING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Roisin O’Connor
Name:Roisin O’Connor
Address:McCann FitzGerald
Riverside One
Sir John Rogerson’s Quay
Dublin 2
Occupation:Solicitor


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
CELESTIALFUNDING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Helen O’Brien
Name:Helen O’Brien
Address:4450 Atlantic Avenue
Westpark
Shannon
Co Clare
Occupation:Corporate Secretary Admin


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED for and on behalf of
CHARLEVILLE AIRCRAFT LEASING LIMITED
by its duly authorized attorney
/s/ Sean Forde
Sean Forde
Attorney

in the presence of
/s/ Helen O’Brien
Name:Helen O’Brien
Address:4450 Atlantic Avenue
Westpark
Shannon
Co Clare
Occupation:Corporate Secretary Admin


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of Camden Aircraft Leasing Trust (Series One)
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 78B-65091 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President



Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-41807 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of N903NN TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President




Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of N906NN TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President



Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of N875NN TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of N882NN TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of N884NN TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-29359 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee of AIRCRAFT 73B-29372 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of AIRCRAFT
73B-29372 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of AIRCRAFT
32A-8038 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY, not in its individual capacity but solely
as Owner Trustee of AIRCRAFT
32A-7788 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of AIRCRAFT
32A-3574 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of AIRCRAFT
32A-10473 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
as Owner Trustee of AIRCRAFT
32A-10545 (DELAWARE) TRUST
By:/s/ Adam R. Vogelsong
Name:Adam R. Vogelsong
Title:Vice President


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of Aircraft 32A-9062
(Ireland) Trust by its duly authorized attorney
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of E195-19020028
(IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-9418 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-9431 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of E195-19020021
(IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-8687 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
35A-0187 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
35A-0153 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
35A-0168 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
35A-0124 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-43754 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-43754 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-43711 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-43756 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
35A-0082 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-1424 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-30724 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-1926 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-2142 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-2194 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-2665 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-2768 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-7291 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-35283 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-37159 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-38820 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-38823 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
33A-0527 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-1112 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
77B-27607 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
77B-32708 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
77B-32714 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern



Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
77B-32729 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
78B-36111 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern


Signature Page – Term Loan Security Agreement

SIGNED and DELIVERED as a DEED
for and on behalf of
WILMINGTON TRUST SP
SERVICES (DUBLIN) LMITED, not
in its individual capacity but solely as
Owner Trustee of AIRCRAFT
78B-38754 (IRELAND) TRUST
By its duly authorized attorney
/s/ [Illegible]

in the presence of
/s/ Sarah Robinson
Name:Sarah Robinson
Address:Fourth Floor
3 George’s Dock
IFSC
Dublin 1
Occupation:Intern



Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31129 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31133 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President



Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31139 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31141 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31143 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31145 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31147 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 32219 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 33489 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 29572 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31156 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31157 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 29571 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31137 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31192 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31135 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 31131 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 4127 Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of AIRCRAFT
3195-190200252 (UTAH) Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of MSN 38771
(UTAH) Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President



Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of AIRCRAFT
73B-3582 (UTAH) Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-4411 (UTAH) Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of AIRCRAFT
EVERGREEN (UTAH) Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its
individual capacity but solely as
Owner Trustee of AIRCRAFT
32A-4304 (UTAH) Trust
By:/s/ Jon Croasmun
Name:Jon Croasmun
Title:Senior Vice President


Signature Page – Term Loan Security Agreement

BANK OF UTAH, not in its individual capacity but solely as Owner Trustee of MSN 38468
(UTAH) Trust, as an Obligor
By:/s/ Jon Croasmun
Name:Jon Croasmun
Signature Page – Term Loan Security Agreement

SCHEDULE I
SECURITY AGREEMENT
AIRCRAFT OBJECTS
[OMITTED]

Schedule I-1
Term Loan Security Agreement

SCHEDULE II
SECURITY AGREEMENT
PLEDGED EQUITY INTERESTS

PLEDGED DEBT

[OMITTED]


SCHEDULE III
SECURITY AGREEMENT
TRADE NAMES
[OMITTED]

Schedule III-1
Term Loan Security Agreement

SCHEDULE IV
SECURITY AGREEMENT
CHIEF PLACE OF BUSINESS AND CHIEF EXECUTIVE OR REGISTERED OFFICE
[OMITTED]

Schedule IV-1
Term Loan Security Agreement

SCHEDULE V
SECURITY AGREEMENT
INSURANCE
[OMITTED]
Schedule V-1
Term Loan Security Agreement

EXHIBIT A-1
SECURITY AGREEMENT
FORM OF COLLATERAL SUPPLEMENT
[OMITTED]
Annex II-1
Term Loan Security Agreement

EXHIBIT A-2
SECURITY AGREEMENT

FORM OF GRANTOR SUPPLEMENT

[OMITTED]
Annex IV-1
Term Loan Security Agreement

EXHIBIT B
SECURITY AGREEMENT
FORM OF CHARGE OF SHARES OF BORROWER

[OMITTED]
EXHIBIT B
Term Loan Security Agreement

EXHIBIT C
SECURITY AGREEMENT
FORM OF ACCOUNT CONTROL AGREEMENT

[OMITTED]




Exhibit 2.56
Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”)
AerCap Holdings N.V. (“AerCap”, the “Company”, “we”, “us” and “our”) has two securities registered under Section 12 of the Exchange Act: our ordinary shares and our 5.875% Fixed-Rate Reset Junior Subordinated Notes due 2079 (the “Junior Subordinated Notes”).
A.    Ordinary Shares
Set forth below is a summary description of our ordinary shares and related material provisions of our articles of association (the “Articles of Association”) and of Book 2 of the Dutch Civil Code (“Boek 2 van het Burgerlijk Wetboek”), which governs the rights of holders of our ordinary shares. This summary does not purport to be complete and is subject to, and is qualified in its entirety by express reference to, the provisions of our Articles of Association and of Book 2 of the Dutch Civil Code and other applicable legislation. We encourage you to read our Articles of Association for additional information. An English translation of our Articles of Association is filed as an exhibit to the Annual Report on Form 20-F of which this Exhibit 2.56 is a part.
General
AerCap’s share capital is divided into ordinary shares, each having a nominal value of €0.01. The authorized share capital is €4,500,000, therefore we are authorized to issue up to 450,000,000 ordinary shares, unless we first increase our authorized capital by amending our Articles of Association. Pursuant to our Articles of Association, our ordinary shares may only be held in registered form. All of our ordinary shares are registered in a register kept by us or on our behalf by our transfer agent.
Transfer of registered shares requires a written deed of transfer and the acknowledgment by AerCap, subject to provisions stemming from private international law. Our ordinary shares are, in general, freely transferable.
Preemptive Rights
Unless limited or excluded by the General Meeting of Shareholders or Board of Directors as described below, holders of ordinary shares have a pro rata preemptive right to subscribe for ordinary shares that we issue, except for ordinary shares issued for non-cash consideration (contribution in kind) or ordinary shares issued to our employees.
The General Meeting of Shareholders may limit or exclude preemptive rights and also designate our Board of Directors as the authorized corporate body for this purpose. Such action requires a two-thirds majority vote if less than half of the issued share capital is present or represented at the general meeting.




Rights of the Ordinary Shares
Dividends
Dividends may in principle only be paid out of profit as shown in the adopted annual accounts. In accordance with the Articles of Association and Book 2 of the Dutch Civil Code, we may only declare dividends insofar as our shareholders' equity exceeds the amount of the paid up and called portion of the issued share capital plus the reserves that must be maintained in accordance with the provisions of the laws of the Netherlands or our Articles of Association. We may not make any distribution of profits on ordinary shares that we hold and have not done so in the past. Our Board of Directors determines whether and how much of the profits it will reserve. Any remaining profits shall be distributed to the shareholders pro rata to the number of shares held by each shareholder.
All calculations to determine the amounts available for dividends will be based on our annual Dutch GAAP statutory accounts, which may be different from our Consolidated Financial Statements under U.S. GAAP, such as those included in this annual report. Our statutory accounts have to date been prepared under Dutch GAAP and are deposited with the Commercial Register of the Dutch Trade Register.
Voting rights
Each ordinary share represents the right to cast one vote at a General Meeting of Shareholders. All resolutions must be passed with an absolute majority of the votes validly cast, unless otherwise stated in the Articles of Association or under Dutch law. We are not allowed to exercise voting rights for ordinary shares we hold directly or indirectly.
Any major change in the identity or character of AerCap or its business must be approved by our General Meeting of Shareholders, including:
•the sale or transfer of substantially all our business or assets;
•the commencement or termination of certain major joint ventures and our participation as a general partner with full liability in a limited partnership (“commanditaire vennootschap”) or general partnership (“vennootschap onder firma”); and
•the acquisition or disposal by us of a participating interest in a company’s share capital, the value of which amounts to at least one third of the value of our assets.
Shareholders can exercise their voting rights by submitting their proxy forms or equivalent means prior to a set date in accordance with the procedures indicated in the notice and agenda of the applicable General Meeting of Shareholders. Shareholders may exercise their meeting rights in person after notifying us prior to a set date and providing us with appropriate evidence of ownership of the shares and authority to vote prior to a set date in accordance with the procedures indicated in the notice and agenda of the applicable General Meeting of Shareholders.
Liquidation rights
If we are dissolved or wound up, the assets remaining after payment of our liabilities will be first applied to pay back the amounts paid up on the ordinary shares. Any remaining assets will be distributed among our shareholders, in proportion to the par value of their shareholdings. All distributions referred to in this paragraph shall be made in accordance with the relevant provisions of the laws of the Netherlands.
2




Adoption of annual accounts and discharge of management liability
Each year, our Board of Directors must prepare annual accounts within five months after the end of our financial year (subject to extension of that term by our General Meeting of Shareholders). The annual accounts must be made available for inspection by shareholders at our offices from the moment that our annual General Meeting of Shareholders is convened. The annual accounts must be accompanied by an auditor’s certificate, a report of the Board of Directors and certain other mandatory information. The shareholders shall appoint an accountant, as referred to in Article 393 of Book 2 of the Dutch Civil Code, to audit the annual accounts. The annual accounts are adopted by our shareholders.
The adoption of the annual accounts by our shareholders does not include the release of the members of our Board of Directors from liability for acts reflected in those documents. Any such release from liability requires a separate shareholders’ resolution.
Requirements for Amendments
The rights of shareholders can only be changed by amending our Articles of Association. A resolution to amend our Articles of Association is valid if the Board of Directors makes a proposal amending the Articles of Association and such proposal is adopted by a simple majority of votes cast.
The following resolutions require a two-thirds majority vote if less than half of the issued share capital is present or represented at the General Meeting of Shareholders:
•capital reduction;
•exclusion or restriction of preemptive rights, or designation of the Board of Directors as the authorized corporate body for this purpose; and
•legal merger or legal demerger within the meaning of Title 7 of Book 2 of the Dutch Civil Code.
If a proposal to amend the Articles of Association will be considered at the meeting, we will make available a copy of that proposal, in which the proposed amendments will be stated verbatim.
3




Differences Between the Law of Different Jurisdictions
Regulatory obligations regarding certain share transactions
Cash Manager Limited, which is a member of AerCap, is subject to regulation by the Central Bank of Ireland. As a result, the acquisition or disposal directly or indirectly of interests in AerCap shares or similar interests may be subject to regulatory requirements involving the Central Bank of Ireland as set out below. The following disclosure is for information purposes only and AerCap cannot provide Irish legal advice to actual or potential investors. Actual or potential investors in AerCap must obtain their own legal advice in relation to their position.
Under the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) (the “MiFID II Regulations”), a person or a group of persons acting in concert proposing to acquire a direct or indirect holding of ordinary shares or other similar interests in AerCap must give the Central Bank of Ireland prior written notice of such proposed acquisition if the acquisition would directly or indirectly (i) represent 10% or more of the capital or voting rights in AerCap; (ii) result in the proportion of capital or voting rights in AerCap held by such person or persons reaching or exceeding 10%, 20%, 33% or 50% of the capital or voting rights in AerCap; or (iii) in the opinion of the Central Bank of Ireland, make it possible for that person or those persons to control or exercise a significant influence over the management of Cash Manager Limited. Any such proposed acquisition shall not proceed until (a) the Central Bank of Ireland has informed such proposed acquirer or acquirers that it approves such acquisition or (b) the period prescribed in Regulation 21 of the MiFID II Regulations has elapsed without the Central Bank of Ireland having given notice in writing that it opposes such acquisition. It is important in this regard to note that the validity as a matter of Irish law of affected transactions, if completed without prior notification to, or assessment by, the Central Bank of Ireland will not be recognized in Ireland. Corresponding provisions apply to the disposal of direct and indirect shareholdings in AerCap except that, in such case, no approval is required, but prior notice of the disposal must be given to the Central Bank of Ireland. Cash Manager Limited is required under the MiFID II Regulations to notify the Central Bank of Ireland of relevant acquisitions and/or disposals of which it becomes aware.
Dutch statutory squeeze-out proceedings
If a person or a company or two or more group companies within the meaning of Article 2:24b of the Dutch Civil Code acting in concert holds in total 95% of a Dutch public limited liability company’s issued share capital by par value for their own account, the laws of the Netherlands permit that person or company or those group companies acting in concert to acquire the remaining ordinary shares in the company by initiating statutory squeeze out proceedings against the holders of the remaining shares. The price to be paid for such shares will be determined by the Enterprise Chamber of the Amsterdam Court of Appeal.
Choice of law and exclusive jurisdiction
Our Articles of Association provide that the legal relationship among or between us, any of our current or former directors, and any of our current or former holders of our shares and derivatives thereof, including but not limited to (i) actions under statute; (ii) actions under the Articles of Association, including actions for breach thereof; and (iii) actions in tort, shall be governed in each case exclusively by the laws of the Netherlands, unless such legal relationship does not pertain to or arise out of the capacities above. Any dispute, suit, claim, pre-trial action or other legal proceeding, including summary or injunctive proceedings, by and between those persons pertaining to or arising out of their capacities listed above shall be exclusively submitted to the courts of the Netherlands.
4




Changes in Capital
Issuance of ordinary shares
The General Meeting of Shareholders can resolve upon the issuance of ordinary shares or the granting of rights to subscribe for ordinary shares, but only upon a proposal by the Board of Directors specifying the price and further terms and conditions. The General Meeting of Shareholders may designate our Board of Directors as the authorized corporate body for this purpose. Such designation may be for any period of up to five years and must specify the maximum number of ordinary shares that may be issued.
Repurchase of our ordinary shares
We may acquire our ordinary shares, subject to certain provisions of the laws of the Netherlands and of our Articles of Association, if the following conditions are met:
•the General Meeting of Shareholders has authorized our Board of Directors to acquire the ordinary shares, which authorization may be valid for no more than 18 months;
•our equity, after deduction of the price of acquisition, is not less than the sum of the paid-in and called-up portion of the share capital and the reserves that the laws of the Netherlands or our Articles of Association require us to maintain; and
•we would not hold after such purchase, or hold as pledgee, ordinary shares with an aggregate par value exceeding such part of our issued share capital as set by law from time to time.
Capital reduction and cancellation
The General Meeting of Shareholders may reduce our issued share capital either by cancelling ordinary shares held in treasury or by amending our Articles of Association to reduce the par value of the ordinary shares. A resolution to reduce our capital requires the approval of at least an absolute majority of the votes cast and, if less than one half of the share capital is represented at a meeting at which a vote is taken, the approval of at least two-thirds of the votes cast.
B.    Debt Securities

The Junior Subordinated Notes were issued under an indenture, dated as of October 1, 2019 (the “Base Indenture”), among AerCap, the guarantors party thereto and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, relating to the Junior Subordinated Notes, dated as of October 10, 2019 (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”), among AerCap, the guarantors party thereto and the Trustee.
The following summary of certain provisions of the Junior Subordinated Notes and the Indenture does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Junior Subordinated Notes and the Indenture, including the definitions of certain terms contained therein. For a complete description of the terms and provisions of the Junior Subordinated Notes, refer to (i) the Base Indenture filed as an exhibit to the registration statement on Form F-3 (No. 333-234028) on October 1, 2019 and (ii) the First Supplemental Indenture filed as an exhibit to our Form 6-K on October 10, 2019. Certain terms used in the “Description of Junior Subordinated Notes” are defined under the subheading “Certain Definitions.”

5




DESCRIPTION OF JUNIOR SUBORDINATED NOTES
General
On October 10, 2019, AerCap issued $750 million aggregate principal amount of the Junior Subordinated Notes. The Junior Subordinated Notes are listed on the New York Stock Exchange under the symbol “AER79.”
The Junior Subordinated Notes were issued only in fully registered book-entry form without coupons only in minimum denominations of $150,000 and integral multiples of $1,000 above that amount. The Junior Subordinated Notes were issued in the form of global notes. Global notes are registered in the name of a nominee of DTC, New York, New York.
Paying Agent and Registrar for the Junior Subordinated Notes
AerCap will maintain one or more paying agents and registrars for the Junior Subordinated Notes.
Principal Amount; Maturity and Interest
The Junior Subordinated Notes were issued in an aggregate principal amount of $750,000,000 and will mature on October 10, 2079.
Subject to AerCap’s right to elect to forgo payment of interest on the Junior Subordinated Notes as described under “Optional of Interest,” the Junior Subordinated Notes bear interest (1) from and including the Issue Date to, but excluding, October 10, 2024 (the “First Call Date”) at a rate of 5.875% per annum and (2) from and including the First Call Date, during each Reset Period (as defined below), at a rate per annum equal to the Five-year U.S. Treasury Rate (as defined below) as of the most recent Reset Interest Determination Date (as defined below) plus 4.535%, payable semiannually in arrears on April 10 and October 10 of each year (each, an “Interest Payment Date”), commencing on April 10, 2020, until full repayment of the outstanding principal amount of the Junior Subordinated Notes. Each period from and including an Interest Payment Date (or the Issue Date, in the case of the first Interest Payment Date) to, but excluding, the next following Interest Payment Date is referred to herein as an “Interest Period.” Interest on the Junior Subordinated Notes will be payable to the holders of record on April 1 and October 1, as the case may be, immediately preceding such Interest Payment Date, whether or not such day is a Business Day. If any Interest Payment Date is not a Business Day, then such date will nevertheless be an Interest Payment Date, but interest on the Junior Subordinated Note will be paid on the next succeeding Business Day (without adjustment to the amount of the interest on the Junior Subordinated Notes), if applicable.
 
The Junior Subordinated Notes are denominated in U.S. dollars and all payments of principal and interest thereon are to be paid in U.S. dollars. Interest on the Junior Subordinated Notes accrues from the most recent date on which interest has been paid or, in the case of the first Interest Payment Date, from and including the Issue Date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.
“Five-year U.S. Treasury Rate” means, as of any Reset Interest Determination Date, as applicable, (i) an interest rate (expressed as a decimal) determined to be the per annum rate equal to the arithmetic mean of the five most recent daily yields to maturity for U.S. Treasury securities with a maturity of five years from the next Reset Date and trading in the public securities markets or (ii) if there is no such published U.S. Treasury security with a maturity of five years from the next Reset Date and trading in the public securities markets, then the rate will be determined by interpolation between the arithmetic mean of the five most recent daily yields to maturity for each of the two series of U.S. Treasury securities trading in the public securities market, (A) one maturing as close as possible to, but earlier than, the Reset Date following the next succeeding Reset Interest Determination Date, and (B) the other maturing as close as possible to, but later than, the Reset Date following the next succeeding Reset Interest Determination Date, in each case as published in the most recent H.15. If the Five-year U.S. Treasury Rate cannot be determined pursuant to the methods described in clause (i) or (ii) above, then the Five-year U.S. Treasury Rate will be the same interest rate determined for the prior Reset Interest Determination Date or the same interest rate as the initial Interest Period, 5.875%, if prior to the First Call Date.
6



“H.15” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the United States Federal Reserve System, and “most recent H.15” means the H.15 published closest in time but prior to the close of business on the second Business Day prior to the applicable Reset Date.
“Reset Date” means the First Call Date and each date falling on the fifth anniversary of the immediately preceding Reset Date.
“Reset Interest Determination Date” means, in respect of any Reset Period, the day falling two Business Days prior to the Reset Date that commences such Reset Period.
“Reset Period” means the period from and including the First Call Date to, but excluding, the next following Reset Date, and thereafter, each period from and including each Reset Date to, but excluding, the next following Reset Date, ending on the Maturity Date.
Unless AerCap has delivered notice of redemption of all outstanding Junior Subordinated Notes, with such redemption to occur on the First Call Date, AerCap will appoint a calculation agent with respect to the Junior Subordinated Notes prior to the Reset Interest Determination Date preceding the First Call Date. The applicable interest rate for each Reset Period will be determined by the calculation agent, as of the applicable Reset Interest Determination Date. Promptly upon such determination, the calculation agent will notify AerCap of the interest rate for the Reset Period. The calculation agent’s determination of any interest rate, and its calculation of the amount of interest for any Interest Period beginning on or after the First Call Date, will be on file at AerCap’s principal offices, will be made available to any holder of the Junior Subordinated Notes upon request and will be final and binding in the absence of manifest error.
Optional Interest
If AerCap elects to forgo payment of interest (a “Forgoing of Interest”) on the Junior Subordinated Notes for any Interest Period, it will provide written notice thereof to the Trustee and paying agent not less than 10 Business Days prior to the relevant Interest Payment Date and the Trustee will promptly forward any such notice to each holder of the Junior Subordinated Notes, and such interest will not be cumulative and any accrued interest for that Interest Period shall cease to accrue and be payable. Upon a Forgoing of Interest, AerCap will have no obligation to pay the forgone interest on the relevant Interest Payment Date or at any future time, whether or not interest on the Junior Subordinated Notes is paid for any future Interest Period, and no sum of money in lieu of interest will be payable in respect of any forgone interest. References to the “accrual” of interest in this Description of Junior Subordinated Notes refer only to the determination of the amount of such interest.
7




Restrictions Following a Forgoing of Interest
So long as any Junior Subordinated Notes remain outstanding for any Interest Period, in the event that any interest is not paid in full for any Interest Period, AerCap will not:
(1)    declare or pay any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims until an interest payment on the Junior Subordinated Notes for a subsequent Interest Period is paid in full, other than:
(a)    any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims in the form of securities, warrants, options or other rights where such securities, or the securities issuable upon exercise of such warrants, options or other rights, are the same securities as that on which the distribution, dividend or comparable payment is being paid or are other Parity Claims or Junior Claims; and
(b)    any dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of rights, shares or other property under such plan, or the redemption or repurchase of any rights under such plan; and
(c)    any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, consultants or independent contractors; or
(2)    repurchase or redeem any of its Parity Claims or Junior Claims until an interest payment on the Junior Subordinated Notes for a subsequent Interest Period is paid in full, other than:
(a)    as a result of a reclassification of Parity Claims or Junior Claims for or into other Parity Claims or Junior Claims, as the case may be;
(b)    the exchange, redemption or conversion of any Parity Claims or Junior Claims for or into other Parity Claims or Junior Claims, as the case may be;
(c)    purchases, redemptions or other acquisitions of any Parity Claims or Junior Claims in connection with (i) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, consultants or independent contractors, (ii) a dividend reinvestment or shareholder share purchase plan or (iii) the satisfaction of AerCap’s obligations pursuant to any contract outstanding at the beginning of the applicable Interest Period requiring such purchase, redemption or other acquisition;
(d)    the purchase of fractional interests in any Parity Claims or Junior Claims pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged; and
(e)    with the proceeds of a substantially contemporaneous sale of any Parity Claims or Junior Claims.
8




Additional Junior Subordinated Notes
AerCap may, from time to time, without notice to or the consent of the holders, create and issue, pursuant to the Indenture and in accordance with applicable laws and regulations, additional Junior Subordinated Notes (the “Additional Junior Subordinated Notes”) maturing on the same maturity date as the Junior Subordinated Notes and having the same terms and conditions under the Indenture (including with respect to the Guarantors and the Guarantees) as the Junior Subordinated Notes at the time Outstanding in all respects (or in all respects except for the issue date and the date of the first interest payment thereon, if applicable) so that such Additional Junior Subordinated Notes shall be consolidated and form a single class with the Junior Subordinated Notes at the time Outstanding for all purposes under the Indenture, including with respect to waivers, amendments, redemptions and offers to purchase; provided that, if the Additional Junior Subordinated Notes are not fungible with such Junior Subordinated Notes for U.S. federal income tax purposes, the Additional Junior Subordinated Notes will have a separate CUSIP, ISIN or other identifying number. Additional Junior Subordinated Notes, if any, will be the subject of a separate prospectus supplement. Interest on such Additional Junior Subordinated Notes will accrue from the Issue Date if such Junior Subordinated Notes are issued prior to the first Interest Payment Date and otherwise will accrue from the date on which such Junior Subordinated Notes are issued (if it is an Interest Payment Date) or the Interest Payment Date immediately preceding the date such Junior Subordinated Notes are issued.
Ranking
The Junior Subordinated Notes and the Guarantees constitute AerCap’s and the relevant Guarantor’s direct, unsecured, junior subordinated obligations, respectively, and rank equally (without any preference) among themselves and with any Parity Claims and prior to any Junior Claims. The rights and claims of the holders of the Junior Subordinated Notes, including under the Guarantees, are subordinated to all claims of Senior Creditors (“Senior Claims”).
“Senior Creditors” means all of AerCap’s or the relevant Guarantor’s, as the case may be, present and future creditors:
(1)    who are unsubordinated creditors;
(2)    whose claims are, or are expressed to be, subordinated (whether only in the event of a winding up in any applicable jurisdiction or otherwise) only to the claims of unsubordinated creditors; and
(3)    who are subordinated creditors, other than those whose claims are, or are expressed to rank, equally with, or junior to, the claims of holders of the Junior Subordinated Notes or the Guarantees, as the case may be.
Each of AGAT and AerCap Ireland Capital Designated Activity Company (“AICDC”), wholly-owned subsidiaries of AerCap and co-Issuers of various series of outstanding senior unsecured notes guaranteed by AerCap, guarantees the Junior Subordinated Notes. In addition, AerCap U.S. Global Aviation LLC, AerCap Aviation Solutions B.V., AerCap Ireland Ltd. and ILFC guaranteed the Junior Subordinated Notes.
Senior Claims continue to be Senior Claims and entitled to the benefits of the subordination provisions of the Indenture irrespective of any amendment, modification or waiver of any term of the Senior Claims or any extension or renewal of the Senior Claims.
If either of the following circumstances exist, AerCap will first pay all of its Senior Claims in full before it makes any payment or distribution, whether in cash, securities or other property, on account of the principal of or interest on the Junior Subordinated Notes:
(I)    in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving AerCap or AerCap’s assets; or
9



(II)    (a) in the event and during the continuation of any default in the payment of principal of or premium or interest on any Senior Claims of AerCap constituting indebtedness for borrowed money or any guarantee thereof (“AerCap Senior Debt”) beyond any applicable grace period, (b) in the event that any event of default not referred to in sub-clause (a) of this clause (II) with respect to any AerCap Senior Debt has occurred and is continuing, permitting the direct holders of that AerCap Senior Debt (or a trustee) to accelerate the maturity of that AerCap Senior Debt, whether or not the maturity is in fact accelerated (unless, in the case of either sub-clause (a) or (b), the payment default or event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded) or (c) in the event that any judicial proceeding is pending with respect to a payment default or event of default described in sub-clause (a) or (b).
In any such event, AerCap will pay or deliver directly to its Senior Creditors any payment or distribution otherwise payable or deliverable to holders of the Junior Subordinated Notes. AerCap will make the payments to its Senior Creditors according to priorities existing among those creditors until AerCap has paid all senior indebtedness, including accrued interest, in full.
If such events of insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving AerCap or AerCap’s assets as described in clause (I) above occur, after AerCap has paid in full all amounts owed in respect of its Senior Claims, the holders of the Junior Subordinated Notes together with the holders of any of AerCap’s other Parity Claims will be entitled to receive from AerCap’s remaining assets any principal of or premium or interest, if any, on the Junior Subordinated Notes and such other Parity Claims due at that time before AerCap makes any payment or other distribution on account of any of its Junior Claims.
The subordination provisions described in the immediately preceding three paragraphs also apply to each Guarantor in respect of its Guarantee of the Junior Subordinated Notes.
If AerCap breaches the Indenture by making a payment or distribution to holders of the Junior Subordinated Notes before it has paid all of its Senior Claims in full, then the holders of the Junior Subordinated Notes will have to pay or transfer the payments or distributions to the trustee in bankruptcy, receiver, liquidating trustee or other person distributing AerCap’s assets for payment of its Senior Claims.  
Guarantees
The Junior Subordinated Notes and all obligations under the Indenture are initially irrevocably and unconditionally guaranteed, jointly and severally, on a junior subordinated unsecured basis as described under “Ranking,” by the Guarantors. The Guarantors agree to pay in full on a junior subordinated basis (without duplication of amounts theretofore paid by or on behalf of AerCap) to the holders of the Junior Subordinated Notes, as and when due, regardless of any defense, right of setoff or counterclaim (other than the defense of payment), among other obligations, the following:
(1)    any interest payments with respect to which AerCap has not exercised its right to forgo payment;
(2)    the applicable redemption price, plus accrued and unpaid interest for the then-current Interest Period to, but excluding the redemption date, with respect to any Junior Subordinated Notes called for redemption by AerCap; and
(3)    the principal amount of the Outstanding Junior Subordinated Notes at maturity.
If AerCap elects to forgo payment of interest for any Interest Period, there is no obligation for any Guarantor to pay the forgone interest on the relevant Interest Payment Date for that Interest Period, whether or not interest on the Junior Subordinated Notes is paid for any future Interest Period, and there are no other obligations created with respect to the Guarantors in such event.
10




In addition, the obligations of each Guarantor under its Guarantee are limited to the extent necessary to prevent such Guarantee from constituting a fraudulent conveyance or transfer under applicable law (or to ensure compliance with legal restrictions with respect to distributions or the provision of other benefits to direct or indirect shareholders) or as necessary to recognize certain defenses generally available to guarantors, including voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally or other considerations under applicable law.
 
A Guarantee by a Guarantor shall provide by its terms that it shall be automatically and unconditionally released and discharged upon:
 
        (1)
(a)
any sale, exchange, disposition or transfer (including through consolidation, amalgamation, merger or otherwise) of all or substantially all the assets of such Guarantor;
(b)    other than with respect to each Guarantor that is a party to the Indenture on the date of the Indenture, the release, discharge or termination of the Guarantee by such Guarantor that resulted in the obligation of such Guarantor to guarantee the Junior Subordinated Notes, except a release, discharge or termination by or as a result of payment under such Guarantee;
(c)    the consolidation, amalgamation or merger of any Guarantor with and into AerCap or another Guarantor that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to AerCap or another Guarantor; or
(d)    AerCap exercising its legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or AerCap’s obligations under the Indenture being discharged as described under “Satisfaction and Discharge”; and
(2)    if evidence of such release and discharge is requested to be executed by the Trustee, AerCap delivering, or causing to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and to the execution of such evidence by the Trustee have been complied with.
Additional Amounts
AerCap and the Guarantors are required to make all payments under or with respect to the Junior Subordinated Notes and each Guarantee, as the case may be, free and clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and other liabilities related thereto) (hereinafter “Taxes”) imposed or levied by or on behalf of (i) Ireland or any political subdivision or any authority or agency therein or thereof having power to tax, (ii) any other jurisdiction in which AerCap or, as applicable, the relevant Guarantor is organized or otherwise resident for tax purposes or any political subdivision or any authority or agency therein or thereof having the power to tax or (iii) any jurisdiction from or through which payment on the Junior Subordinated Notes or the relevant Guarantee is made or any political subdivision or any authority or agency therein or thereof having the power to tax (each a “Relevant Taxing Jurisdiction”), unless AerCap or, as applicable, the relevant Guarantor is required to withhold or deduct Taxes by law or by the interpretation or administration thereof.
11




If AerCap or a Guarantor is so required to withhold or deduct any amount for or on account of Taxes imposed by a Relevant Taxing Jurisdiction from any payment made under or with respect to the Junior Subordinated Notes or any Guarantee, AerCap or, as applicable, the relevant Guarantors will be required to pay such additional amounts (“Additional Amounts”) as may be necessary so that the net amount received by holders (including Additional Amounts) after such withholding or deduction will not be less than the amount holders would have received if such Taxes had not been withheld or deducted; provided, however, that the foregoing obligation to pay Additional Amounts does not apply to
(1)    any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder, if the relevant holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction, but other than a connection arising from the acquisition, ownership or holding of such Junior Subordinated Note or the receipt of any payment in respect thereof, including, where applicable, under the relevant Guarantee);
 
(2)    any estate, inheritance, gift, sales, value added, excise, transfer, personal property tax or similar tax, assessment or governmental charge;
(3)    any Taxes imposed as a result of the failure of the relevant holder or beneficial owner of the Junior Subordinated Notes to comply with a timely request in writing of AerCap or the qualifying intermediary (as defined in Section 172E(2) of the Taxes Consolidation Act, 1997) addressed to the holder or beneficial owner, as the case may be (such request being made at a time that would enable such holder or beneficial owner acting reasonably to comply with that request), to provide information, a declaration or tax form concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request under applicable law, regulation or administrative practice would have reduced or eliminated such Taxes with respect to such holder or beneficial owner, as applicable;
(4)    any Taxes imposed as a result of the failure of the relevant holder or beneficial owner of the Junior Subordinated Notes
(a)    to complete and deliver to a qualifying intermediary (as defined in Section 172E(2) of the Taxes Consolidation Act, 1997) a validly completed Non-Resident Form V2A, Non-Resident Form V2B, or Non-Resident Form V2C, as relevant for such holder or beneficial owner, or any successor form prescribed by the Irish Revenue Commissioners, or
(b)    to comply with such alternative procedures as may be prescribed by applicable law (including any Revenue concession or confirmation issued by the Irish Revenue Commissioners) in effect at the time of the applicable payment,
if and to the extent that due and timely completion and delivery of such form or compliance with such procedures would have reduced or eliminated such Taxes with respect to such holder or beneficial owner, as applicable;
(5)    any Taxes that are payable other than by deduction or withholding from a payment of the principal of, premium, if any, or interest, if any, on the Junior Subordinated Notes;
(6)    any Taxes that are required to be deducted or withheld on a payment that are required to be made pursuant to Council Directive 2014/107/EU (“DAC2”) or any law implementing or complying with, or introduced in order to conform to, such Directive;
(7)    as of January 1, 2021, any Taxes withheld or deducted pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) (a tax which applies to interest payments made to affiliated entities in a low-taxed country); or
12





(8)    any Taxes withheld or deducted pursuant to Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any U.S. Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements or treaties (including any law implementing any such agreement or treaty) entered into in connection with the implementation thereof;
nor will AerCap or any Guarantor pay Additional Amounts
(a)    if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Junior Subordinated Note for payment (where presentation is permitted or required for payment) within 30 days after the date on which such payment or such Junior Subordinated Note became due and payable or the date on which payment thereof is duly provided for, whichever is later,
(b)    with respect to any payment of principal of (or premium, if any, on) or interest on such Junior Subordinated Note to any holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note,
 
(c)    with respect to any Taxes imposed by Ireland or the Netherlands (or, in each case, any political subdivision or any authority or agency therein or thereof having power to tax) on any payment on the Junior Subordinated Notes made to a holder who is not a Qualified Holder (as defined below) or
(d)    in respect of any Junior Subordinated Note where such withholding or deduction is imposed as a result of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8), (a), (b) and (c) of this paragraph.
A “Qualified Holder” means
(I)    with respect to any Taxes imposed by Ireland or any political subdivision or any authority or agency therein or thereof having power to tax, any person who is
(i)    an individual who is not tax resident in Ireland and who is resident for the purposes of tax in a country (other than Ireland) which is a member of the European Union or a country with which Ireland has a double tax treaty in effect, in each case as of the date on which the Junior Subordinated Notes are issued (a “Qualified Jurisdiction” );
(ii)    a body corporate resident for the purposes of tax in a Qualified Jurisdiction and which is not controlled (directly or indirectly) by Irish tax residents;
(iii)    a body corporate that is not resident in Ireland for the purposes of tax, which is under the direct or indirect control of persons who are resident for the purposes of tax in a Qualified Jurisdiction and are not under the ultimate control of persons not resident in a Qualified Jurisdiction; or
(iv)    a body corporate that is not resident for tax purposes in Ireland, the principal class of shares of which (or of its 75% parent or where wholly owned by two or more companies, each such company) is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Qualified Jurisdiction or on such other stock exchange approved by the Irish Minister for Finance (which includes The New York Stock Exchange), and
(II)    with respect to any Taxes imposed by the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, any person who is not a Dutch Tax Resident. For the avoidance of doubt, and without limiting the generality of the foregoing, a person is a Dutch Tax Resident if such person is dual resident in the Netherlands and another jurisdiction.
13




AerCap and the Guarantors will make any required withholding or deduction and remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable law. AerCap and the Guarantors will provide the Trustee, for the benefit of the holders, with official receipts evidencing the payment of the Taxes with respect to which Additional Amounts are paid. If, notwithstanding the efforts of AerCap and the Guarantors to obtain such receipts, the same are not obtainable, AerCap or the Guarantors will provide the Trustee with other evidence. In no event, however, shall AerCap and the Guarantors be required to disclose any information they reasonably deem to be confidential.
If AerCap or the Guarantors are or become obligated to pay Additional Amounts under or with respect to any payment made on the Junior Subordinated Notes or any Guarantee, at least 30 days prior to the date of such payment, AerCap will deliver to the Trustee an Officers’ Certificate stating that Additional Amounts will be payable and the amount so payable and such other information necessary to enable the paying agent to pay Additional Amounts to holders on the relevant payment date. Whenever in the Indenture there is mentioned, in any context:
(1)    the payment of principal or interest;
(2)    redemption prices or purchase prices in connection with a redemption or purchase of Junior Subordinated Notes; or
(3)    any other amount payable on or with respect to any of the Junior Subordinated Notes or any Guarantee;
such reference shall be deemed to include payment of Additional Amounts as described under this heading to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.
 
AerCap and the Guarantors will pay any present or future stamp, court or documentary taxes or any other excise, property or similar taxes, charges or levies that arise in any Relevant Taxing Jurisdiction from the execution, delivery, enforcement or registration of the Junior Subordinated Notes, the Indenture, any Guarantee or any other document or instrument in relation thereof, and AerCap and the Guarantors will agree to indemnify the holders for any such taxes paid by such holders. The obligations described under this heading will survive any termination, defeasance or discharge of the Indenture and will apply mutatis mutandis to any jurisdiction in which any successor Person to AerCap or any Guarantor is organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein.
Optional Redemption
On the First Call Date and any subsequent Reset Date, AerCap may redeem, at its option, all or part of the Junior Subordinated Notes, upon not less than 15 nor more than 45 days’ prior notice mailed by first class mail to each holder’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 100% of the principal amount of the Junior Subordinated Notes being redeemed, plus an amount equal to any accrued and unpaid interest for the then-current Interest Period to, but excluding, such redemption date. In the event of a partial redemption of the Junior Subordinated Notes, the Trustee shall select the Junior Subordinated Notes to be redeemed in the manner described under “Selection and Notice.”
Any redemption or notice of any redemption may, at AerCap’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of any debt or equity financing, acquisition or other corporate transaction or event, and, at AerCap’s discretion, the redemption date may be delayed until such time as any or all of such conditions have been satisfied or waived; provided that in the event such conditions have not been satisfied or waived within 30 days of the original redemption date, the notice of redemption will be deemed to have been revoked. In addition, AerCap may provide in any notice of redemption that payment of the redemption price and the performance of its obligations with respect to such redemption may be performed by another Person; provided, however, that AerCap will remain obligated to pay the redemption price and perform its obligations with respect to such redemption in the event such other Person fails to do so.
14



In addition to AerCap’s right to redeem Junior Subordinated Notes as set forth above, AerCap may at any time and from time to time purchase Junior Subordinated Notes pursuant to open-market transactions, tender offers or otherwise.
Redemption after the Occurrence of a Rating Agency Event
After the occurrence of a Rating Agency Event (as defined below), AerCap may redeem, at its option, in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by AerCap following the occurrence of a Rating Agency Event or, in the absence of such review or appeal process, within 120 days of such Rating Agency Event upon not less than 15 nor more than 45 days’ prior notice mailed by first class mail to each holder’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 102% of the principal amount of the Junior Subordinated Notes being redeemed, plus an amount equal to any accrued and unpaid interest for the then-current Interest Period to, but excluding, such redemption date.
“Rating Agency Event” means that any Rating Organization that then publishes a rating for AerCap amends, clarifies or changes the criteria it uses to assign equity credit to securities such as the Junior Subordinated Notes, which amendment, clarification or change results in:
(1)    the shortening of the length of time the Junior Subordinated Notes are assigned a particular level of equity credit by that Rating Organization as compared to the length of time they were, or would have been, assigned that level of equity credit by that Rating Organization or its predecessor on the Issue Date; or
(2)    the lowering of the equity credit assigned to the Junior Subordinated Notes by that rating agency as compared to the equity credit assigned by that Rating Organization or its predecessor on the Issue Date (including by assigning equity credit to a portion of the Junior Subordinated Notes that is less than the portion of the Junior Subordinated Notes assigned equity credit on the Issue Date).
 
Redemption for Changes in Withholding Taxes
AerCap may redeem the Junior Subordinated Notes, at its option, in whole but not in part, at any time upon not less than 15 nor more than 45 days’ notice (which notice shall be irrevocable) to the holders mailed by first-class mail to each holder’s registered address, or delivered electronically if held by DTC, at a redemption price equal to 100% of the principal amount of the Junior Subordinated Notes being redeemed, plus an amount equal to any accrued and unpaid interest for the then-current Interest Period to, but excluding, such redemption date and Additional Amounts, if any, in the event AerCap has become or would become obligated to pay, on the next date on which any amount would be payable with respect to the Junior Subordinated Notes, any Additional Amounts as a result of:
(1)    a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or
(2)    any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), but, for the avoidance of doubt, not including the withdrawal or nonrenewal of any ruling, concession or confirmation in respect of procedures to establish a holder’s entitlement to an exemption from, or reduction of, a withholding tax,
which change or amendment is announced or becomes effective on or after the date on which the Junior Subordinated Notes are issued (or, in the case of a jurisdiction that becomes a Relevant Taxing Jurisdiction after such date, on or after such later date), and AerCap cannot avoid such obligation by taking reasonable measures available to AerCap. Notwithstanding the foregoing, no such notice of redemption will be given (i) earlier than 90 days prior to the earliest date on which AerCap would be obliged to make such payment of Additional Amounts and (ii) unless at the time such notice is given, such obligation to pay such Additional Amounts remains in effect.
15



Before AerCap publishes or mails or delivers notice of redemption of the Junior Subordinated Notes as described above, AerCap will deliver to the Trustee an Officers’ Certificate stating that AerCap cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it and that all conditions precedent to the redemption have been complied with. AerCap will also deliver an opinion of outside counsel stating that AerCap would be obligated to pay Additional Amounts as a result of a change or amendment described above and that all conditions precedent to the redemption have been complied with.
The foregoing will apply mutatis mutandis to any jurisdiction in which any successor Person to AerCap is organized or otherwise resident for tax purposes or any political subdivision or taxing authority or agency thereof or therein.
Selection and Notice
If less than all of the Junior Subordinated Notes are to be redeemed or repurchased at any time, selection of such Junior Subordinated Notes for redemption or repurchase will be made by the Trustee on a pro rata basis or by lot or otherwise in accordance with the procedures of DTC, unless AerCap notifies the Trustee in writing that the Junior Subordinated Notes are listed on any national securities exchange, in which case such selection shall be made in compliance with the requirements of the principal national securities exchange, if any, on which the Junior Subordinated Notes are listed; provided that no Junior Subordinated Notes of $150,000 or less shall be purchased or redeemed in part.
Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, or delivered electronically if held by DTC, at least 15 but not more than 45 days before the purchase or redemption date to each holder of the Junior Subordinated Notes to be purchased or redeemed at such holder’s registered address. If any Junior Subordinated Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Junior Subordinated Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed. In the case of any book-entry Junior Subordinated Notes, notices of purchase or redemption will be given to DTC in accordance with its applicable procedures.
A new Junior Subordinated Note in principal amount equal to the unpurchased or unredeemed portion of any Junior Subordinated Note purchased or redeemed in part will be issued in the name of the holder thereof upon cancellation of the original Junior Subordinated Note. On and after the purchase or redemption date, unless AerCap defaults in payment of the purchase or redemption price, interest shall cease to accrue on the Junior Subordinated Notes or portions thereof purchased or called for redemption.
Certain Covenants
The Indenture contains the covenants summarized below.
Reports by AerCap
The Indenture requires AerCap to file with the Trustee, within 15 days after AerCap filed the same with, or furnished to, the SEC, copies of the annual reports and of the information, documents and other reports that, if AerCap is subject to the reporting requirements of either Section 13 or 15(d) of the Exchange Act, it files with, or furnishes to, the SEC pursuant to Section 13 or 15(d) of the Exchange Act. If AerCap is not required to file with, or furnish to, the SEC information, documents or reports pursuant to either Section 13 or 15(d) of the Exchange Act, then the Indenture will require AerCap to file with the Trustee and file with, or furnish to, the SEC such reports, if any, as may be prescribed by the SEC pursuant to Section 314(a) of the Trust Indenture Act, within 15 days after AerCap filed the same with, or furnished to, the SEC.
For purposes of this covenant, AerCap will be deemed to have filed such information, documents and reports with the Trustee and the holders of the Junior Subordinated Notes when such information, documents and
16



reports are filed with, or furnished to, the SEC via the EDGAR filing system (or any successor system), it being understood that the Trustee shall have no responsibility to determine if such filings have been made.
Reports by AerCap delivered to the Trustee should be considered for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein.
17




Merger and Sale of Assets
The Indenture provides that AerCap may not consolidate, amalgamate or merge with or into or wind up into (whether or not AerCap is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1)    AerCap is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than AerCap) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of AerCap or under the laws of a Permitted Jurisdiction (AerCap or such Person, as the case may be, being herein called “Successor AerCap”);
(2)    Successor AerCap, if other than AerCap, expressly assumes all the obligations of AerCap under the Junior Subordinated Notes and the Indenture pursuant to a supplemental indenture;
(3)    if the Successor AerCap is other than AerCap, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor AerCap’s obligations under the Indenture and the Junior Subordinated Notes; and
(4)    Successor AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with the Indenture;
provided, however, that (A) any Subsidiary may consolidate or amalgamate with or merge with or into AerCap; (B) AerCap may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of AerCap solely for the purpose of reincorporating AerCap in a Permitted Jurisdiction; and (C) AerCap may be converted, reorganized or reconstituted in a Permitted Jurisdiction.
 
Successor AerCap (if other than AerCap) will succeed to, and be substituted for, AerCap under the Indenture and in such event AerCap will automatically be released and discharged from its obligations under the Indenture.
The Indenture provides that each Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not the applicable Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Subsidiary unless:
(1)    the applicable Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor or under the laws of a Permitted Jurisdiction (such Guarantor or such Person, as the case may be, being herein called “Successor Guarantor”);
(2)    the Successor Guarantor, if other than the applicable Guarantor, expressly assumes all the obligations of such Guarantor under the Junior Subordinated Notes and the Indenture pursuant to a supplemental indenture;
(3)    the Successor Guarantor, if other than the applicable Guarantor, shall have delivered, or cause to be delivered, to the Trustee an opinion of counsel (which may contain customary exceptions) stating that the Guarantee to be provided by such Successor Guarantor has been duly authorized, executed and delivered by such Successor Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Guarantor; and
(4)    the Successor Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with the Indenture;
18




provided, however, that (A) any Subsidiary of AerCap may consolidate or amalgamate with or merge with or into a Guarantor; (B) any Guarantor may consolidate or amalgamate with or merge with or into or wind up into an Affiliate of such Guarantor solely for the purpose of reincorporating such Guarantor in a Permitted Jurisdiction; and (C) any Guarantor may be converted, reorganized or reconstituted in a Permitted Jurisdiction.
Successor Guarantor (if other than the applicable Guarantor) will succeed to, and be substituted for the applicable Guarantor under the Indenture and such Guarantor’s Guarantee and in such event the applicable Guarantor will automatically be released and discharged from its obligation under the Indenture and such Guarantor’s Guarantee.
Future Subsidiary Guarantors
The Indenture provides that each Subsidiary that becomes a Guarantor pursuant to the terms of the Indenture shall promptly execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary shall become a Guarantor for all purposes of the Indenture until such Guarantee is released in accordance with the provisions of the Indenture.
Limitation of Remedies
No events of default or rights to accelerate apply to the Junior Subordinated Notes. The only remedies available to the holders of the Junior Subordinated Notes are as provided below.
If a Payment Default (as defined below) occurs and is continuing with respect to the Junior Subordinated Notes, the Trustee may pursue all legal remedies available to it, including the commencement of a judicial proceeding for the collection of the sums due and unpaid or AerCap’s winding up, subject to the limitations that may exist under applicable law in bankruptcy or insolvency proceedings, but the Trustee may not, in the case of a Payment Default in respect of an interest payment, declare the principal amount of any outstanding Junior Subordinated Notes to be due and payable.
A “Payment Default” will occur when the payment of interest (subject to AerCap’s right to elect to forgo payment thereof as described under “Principal Amount; Maturity and Interest—Optional Interest”), principal or the redemption price (when AerCap has exercised its right to redeem the Junior Subordinated Notes) has become due and has not been paid and such failure continues for 14 days. Holders of the Junior Subordinated Notes will have the right to institute suit for the enforcement of any such payment of interest or principal and such right may not be impaired without the consent of the holders of the Junior Subordinated Notes.
Subject to the provisions of this section, the Trustee may at its discretion and without further notice institute such proceedings against AerCap as it may think fit in order to enforce any term or condition binding on AerCap under the Indenture or the Junior Subordinated Notes (other than for the payment of any principal or satisfaction of any interest payments in respect of the Junior Subordinated Notes); provided, AerCap will not by virtue of the institution of any such proceedings be obligated to pay any sum or sums, in cash or otherwise, sooner than AerCap would otherwise have been obligated to pay such sum or sums.
The Trustee will not be bound to take any of the foregoing actions against AerCap to enforce the terms of the Indenture or the Junior Subordinated Notes unless (i) it will have been so requested in writing by the holders of at least 25% in principal amount of the Junior Subordinated Notes then Outstanding and (ii) it will have been offered security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request.
19




Amendment, Supplement and Waiver of the Indenture
The Indenture contains provisions permitting AerCap and the Trustee to amend or supplement the Indenture with the consent of the holders of a majority in principal amount of the Junior Subordinated Notes and all other series of Junior Subordinated Notes Outstanding under the Indenture voting as a single group; provided that any amendment or supplement that affects the terms of any series of Junior Subordinated Notes as distinct from any other series of Junior Subordinated Notes shall require the consent of the holders of a majority in principal amount of the Outstanding Junior Subordinated Notes of such series. AerCap will not be permitted, however, to enter into any amendment, supplement or waiver without the consent of the holders of all affected Junior Subordinated Notes if the amendment, supplement or waiver would:
(1)    change the stated maturity of the principal of or any installment of principal or interest on any Junior Subordinated Note;
(2)    reduce the principal amount payable of, or the rate of interest on, any Junior Subordinated Note;
(3)    change the date on which any Junior Subordinated Notes may be subject to redemption, or reduce the redemption price therefor;
(4)    reduce any premium payable;
(5)    make any Junior Subordinated Note payable in a currency other than U.S. dollars;
(6)    impair the right of the holders of the Junior Subordinated Notes to institute suit for the enforcement of any payment on or after the stated maturity thereof;
(7)    release the Guarantee of any Guarantor that is a Significant Subsidiary;
(8)    amend, change or modify any provision of the Indenture affecting the ranking of the Junior Subordinated Notes in a manner adverse to the holders of the Junior Subordinated Notes; or
(9)    make any change in the preceding amendment, supplement or waiver provisions.
 
The Indenture also contains provisions permitting AerCap and the Trustee to amend or supplement the terms of the Indenture with respect to the Junior Subordinated Notes, without the consent of any holder of such Junior Subordinated Notes, for certain purposes including:
(1)    to evidence either AerCap’s succession by another Person;
(2)    to comply with the covenant described under the caption “Certain Covenants—Merger and Sale of Assets”;
(3)    to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;
(4)    to add covenants for the benefit of the holders of the Junior Subordinated Notes;
(5)    to add Guarantees under the Indenture in accordance with the terms of the Indenture;
(6)    to secure the Junior Subordinated Notes;
(7)    to evidence the appointment of a successor trustee;
(8)    to conform the text of the Indenture or the Junior Subordinated Notes to any provision of the “Description of Junior Subordinated Notes” in the prospectus supplement pursuant to which the Junior Subordinated Notes were initially offered to investors to the extent that such provision was intended by AerCap to be a verbatim recitation of a provision of the Indenture, which intent shall be evidenced by an Officers’ Certificate delivered to the Trustee; or
20



(9)    to cure any ambiguity, to correct or supplement any provision of the Indenture inconsistent with other provisions or make any other provision that does not adversely affect the interests of the holders the Junior Subordinated Notes in any material respect, as determined by AerCap.
Legal Defeasance and Covenant Defeasance
AerCap may, at its option, and at any time, elect to have all of its and the Guarantors’ obligations discharged under the Indenture with respect to the Junior Subordinated Notes (“legal defeasance”), other than:
(1)    the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on the Junior Subordinated Notes when such payments are due, subject to AerCap’s right to elect to forgo payment of such interest;
(2)    AerCap’s obligations with respect to the register, transfer and exchange of such Junior Subordinated Notes and with respect to mutilated, destroyed, lost or stolen Junior Subordinated Notes;
(3)    AerCap’s obligations to maintain an office or agency in the place designated for payment of such Junior Subordinated Notes and with respect to the treatment of funds held by paying agents;
(4)    AerCap’s obligations to hold, or cause the paying agent to hold, in trust money for the payment of principal and interest, if applicable, due on the Junior Subordinated Notes at the time Outstanding for the benefit of the holders;
(5)    certain obligations to the Trustee; and
(6)    certain obligations arising in connection with such discharge of obligations.
AerCap may also, at its option, and at any time, elect to be released from the restriction described under the caption “Certain Covenants—Reports by AerCap” above with respect to the Junior Subordinated Notes (“covenant defeasance”).
The conditions AerCap must satisfy for legal defeasance or covenant defeasance include the following:
(1)    AerCap must have irrevocably deposited with the Trustee trust funds for the payment of the Junior Subordinated Notes. The trust funds must consist of U.S. dollars or U.S. Government Obligations, or a combination thereof, that will be in an amount sufficient without reinvestment to pay at maturity or redemption the entire amount of principal and interest on the Junior Subordinated Notes;
 
(2)    in the case of legal defeasance, AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that (i) AerCap has received from, or there has been published by, the U.S. Internal Revenue Service (the “IRS”) a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case stating that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner at the same times as would have been the case if such defeasance had not occurred;
(3)    in the case of covenant defeasance, AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner at the same times as would have been the case if such defeasance had not occurred;
(4)    AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss in the jurisdiction of tax residence of AerCap for income tax purposes as a result of such defeasance and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred;
21



(5)    AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate stating that the deposit was not made by AerCap with the intent of defeating, hindering, delaying or defrauding any creditors of AerCap; and
(6)    AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to such defeasance, as the case may be, have been complied with.
Satisfaction and Discharge
The Indenture will be discharged and will cease to be of further effect as to the Junior Subordinated Notes when:
(1)    either:
(a)    all Junior Subordinated Notes theretofore authenticated and delivered, except lost, stolen or destroyed Junior Subordinated Notes that have been replaced or paid and Junior Subordinated Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or
(b)    all Junior Subordinated Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year, and AerCap has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Junior Subordinated Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, if any, to the date of maturity or redemption;
(2)    AerCap has paid or caused to be paid all sums payable under the Indenture; and
(3)    AerCap has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such Junior Subordinated Notes at maturity or the redemption date, as the case may be.
In addition, AerCap must deliver, or cause to be delivered, an Officers’ Certificate and an opinion of counsel to the Trustee, each stating that all conditions precedent to satisfaction and discharge have been satisfied.
 
Governing Law; Jury Trial Waiver
The Junior Subordinated Notes and the Indenture are governed by, and construed in accordance with, the laws of the State of New York without giving effect to any rule or principle that would result in the application of the law of any other jurisdiction.
The Indenture provides that AerCap, the Guarantors, the Trustee, and each holder of a Junior Subordinated Note by its acceptance thereof irrevocably waives, to the fullest extent permitted by applicable law, any and all right to a trial by jury in any legal proceeding arising out of or relating to the Indenture, the Junior Subordinated Notes or any transaction contemplated thereby.
Certain Definitions
The following definitions apply to the terms of the Junior Subordinated Notes.
22



“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Board of Directors” means, with respect to AerCap, either the board of directors of AerCap or any committee of that board duly authorized to act under the terms of the Indenture and with respect to any other Person, the board of directors or committee of such Person serving a similar function.
“Business Day” means any day other than Saturday, Sunday or any other day on which banking or trust institutions in New York or London are authorized generally or obligated by law, regulation or executive order to remain closed.
“Capital Stock” means (a) in the case of a corporation, corporate stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership, unlimited liability company or limited liability company, partnership interests, membership interests (whether general or limited) or shares in the capital of the company and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
“Fitch” means Fitch Ratings, Ltd., a division of Fitch, Inc. or any successor ratings agency.
“Guarantee” means the guarantee by any Guarantor of AerCap’s obligations under the Indenture and the Junior Subordinated Notes.
“Guarantor” means each of the Subsidiaries of AerCap party to the Indenture as of the Issue Date, together with any other Subsidiary of AerCap that becomes a Guarantor under the Indenture in the future.
“Issue Date” means October 10, 2019.
“Junior Claims” means (i) the ordinary shares of AerCap and the common stock (or the equivalent thereof) of the relevant Guarantor, (ii) unless AerCap’s or the relevant Guarantor’s Articles of Association (or the equivalent thereof) expressly provide differently, any future shares in AerCap’s or the relevant Guarantor’s capital, respectively, (iii) in the case of ILFC, the Series A MAPS and the Series B MAPS and (iv) any future obligation of AerCap or the relevant Guarantor, as the case may be, that is expressly subordinated to the Junior Subordinated Notes or the Guarantees, as the case may be.
 
“Moody’s” means Moody’s Investor Service, Inc. or any successor ratings agency.
“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Managing Director, Executive Vice President, Senior Vice President or Vice President, any Treasurer or any Secretary or other executive officer or any duly authorized attorney in fact of AerCap.
“Officers’ Certificate” means, with respect to any Person, a certificate signed on behalf of such Person by two Officers of such Person that meets the requirements set forth in the Indenture.
23



“Outstanding” means, as of the date of determination, all Junior Subordinated Notes theretofore authenticated and delivered under the Indenture, except:
(1)    Junior Subordinated Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;
(2)    Junior Subordinated Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than AerCap) in trust or set aside and segregated in trust by AerCap (if AerCap shall act as its own paying agent);
(3)    Junior Subordinated Notes that have been defeased pursuant to the procedures specified under the caption “Legal Defeasance and Covenant Defeasance” above; and
(4)    Junior Subordinated Notes that have been paid in lieu of reissuance relating to lost, stolen, destroyed or mutilated certificates, or in exchange for or in lieu of which other Junior Subordinated Notes have been authenticated and delivered pursuant to the Indenture, other than any such Junior Subordinated Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Junior Subordinated Notes are held by a bona fide purchaser in whose hands such Junior Subordinated Notes are valid obligations of AerCap and the Guarantors; provided, however, that in determining whether the holders of the requisite principal amount of the Outstanding Junior Subordinated Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, Junior Subordinated Notes owned by AerCap or any other obligor upon the Junior Subordinated Notes or any Affiliate of AerCap or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Junior Subordinated Notes that the Trustee knows to be so owned shall be so disregarded. Junior Subordinated Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Junior Subordinated Notes and that the pledgee is not AerCap or any other obligor upon the Junior Subordinated Notes or any Affiliate of AerCap or of such other obligor.
“Parity Claims” means all existing and future securities or obligations of AerCap or the relevant Guarantor, as the case may be, that rank or are expressed to rank equally with the Junior Subordinated Notes or the Guarantees, as the case may be, in distribution or payment of any amounts thereunder by AerCap or the relevant Guarantor and in the distribution of assets pursuant to any liquidation, insolvency, dissolution, reorganization or similar proceeding of AerCap or the relevant Guarantor.
“Permitted Jurisdiction” means any of the United States, any state or territory thereof, the District of Columbia, any member state of the Pre-Expansion European Union, Switzerland, Bermuda, the Cayman Islands and Singapore.
“Person” means any individual, corporation, unlimited liability company, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
“Pre-Expansion European Union” means the European Union as of January 1, 2004, including the countries of Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, Luxembourg, the Netherlands, Portugal, Spain, Sweden and the United Kingdom, but not including any country which became or becomes a member of the European Union after January 1, 2004; provided that Pre-Expansion European Union shall not include any country whose long-term debt does not have a long-term rating of at least “Aa2” by Moody’s, “AA” by S&P, “AA” by Fitch or the equivalent rating category of another Rating Organization.
“Rating Organizations” means the following nationally recognized rating organizations: Moody’s, S&P and Fitch or, if any of Moody’s, S&P or Fitch or all three shall not make a rating on the Junior Subordinated Notes publicly available, a nationally recognized rating organization, or organizations, as the case may be, selected by AerCap that shall be substituted for any of Moody’s, S&P or Fitch or all three, as the case may be.
24



“S&P” means S&P Global Ratings, a division of S&P Global Inc., or any successor rating agency.
“Series A MAPS” means the Market Auction Preferred Stock, Series A, of International Lease Finance Corporation.
“Series B MAPS” means the Market Auction Preferred Stock, Series B, of International Lease Finance Corporation.
“SEC” means the U.S. Securities and Exchange Commission.
“Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as amended.
“Subsidiary” means, with respect to any specified Person, a corporation, limited liability company, partnership or trust more than 50% of the outstanding Voting Stock of which is owned, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person (or a combination thereof).
“U.S. Government Obligations” means securities that are:
(1)    direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or
(2)    obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.
In either case, the U.S. Government Obligations may not be callable or redeemable at the option of AerCap, and shall also include a depository receipt issued by a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended, as custodian with respect to such U.S. Government Obligation or a specific payment of principal of or interest on such U.S. Government Obligation held by the custodian for the account of the holder of such depository receipt. The custodian is not authorized, however, to make any deduction from the amount payable to the holder of the depository receipt except as required by law.
“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

25


Exhibit 8.1
Consolidated
ILFC Aruba A.V.V.Aruba
AerCap Australia Pty Ltd.Australia
ILFC Australia Holdings Pty. Ltd.
Australia
ILFC Australia Pty. Ltd.
Australia
Wombat 3668 Leasing Pty Ltd
Australia
Andromeda FSC CorporationBarbados
AerCap International Bermuda Limited
Bermuda
AerCap Leasing 3034 (Bermuda) Limited
Bermuda
AerCap Leasing MSN 2413 (Bermuda) Limited
Bermuda
AerFunding 1 Limited
Bermuda
AerFunding Bermuda Leasing Limited
Bermuda
Aircraft Lease Securitisation II Limited
Bermuda
Aquarius Aircraft Leasing Limited
Bermuda
Ararat Aircraft Leasing Limited
Bermuda
Belmar Bermuda Leasing Limited
Bermuda
CloudFunding III Limited
Bermuda
Copperstream Aircraft Leasing Limited
Bermuda
Flotlease 973 (Bermuda) Limited
Bermuda
Flying Fortress Bermuda Leasing Ltd.
Bermuda
Goldstream Aircraft Leasing Limited
Bermuda
ILFC (Bermuda) 5, Ltd.
Bermuda
ILFC (Bermuda) III, Ltd.
Bermuda
Lare Leasing Limited
Bermuda
LC (BERMUDA) NO 2 L.P.
Bermuda
LC (BERMUDA) NO. 2 LTD
Bermuda
Milestone Export Holdings No. 2, Ltd.Bermuda
Poseidon Leasing (Bermuda) Limited
Bermuda
Roselawn Leasing Limited
Bermuda
Ross Leasing Limited
Bermuda
Sierra Leasing Limited
Bermuda
Silverstream Aircraft Leasing Limited
Bermuda
Skylease Bermuda Limited
Bermuda
The Milestone Aviation Asset Holding Group No. 1 Ltd.Bermuda
The Milestone Aviation Asset Holding Group No. 12 Ltd.Bermuda
The Milestone Aviation Asset Holding Group No. 19 Ltd.Bermuda
The Milestone Aviation Asset Holding Group No. 24 Ltd.Bermuda
The Milestone Aviation Asset Holding Group No. 25 Ltd.Bermuda
The Milestone Aviation Asset Holding Group No. 8 Ltd.Bermuda
The Milestone Aviation Group LimitedBermuda
Wahaflot Leasing 3699 (Bermuda) Limited
Bermuda
Westpark 1 Aircraft Leasing Limited
Bermuda
1
        

Whitestream Aircraft Leasing Limited
Bermuda
Whitney Leasing Limited
Bermuda
AerCap do Brasil Servicos de Administracao e Marketing Ltda.Brazil
AerCap Aircraft Purchase Limited
Cayman Islands
AerCap HK-320-B Limited
Cayman Islands
ILFC Cayman Limited
Cayman Islands
AerCap Aviation Services (Shanghai) Co., LtdChina
Eaststar Limited
China
North Star Company Limited
China
Southstar Limited
China
Sunstar Limited
China
Vertical Aviation No.1 (Tianjin) Leasing Company LimitedChina
AerCap Aircraft Leasing Cyprus LimitedCyprus
AerCap Aviation Solutions S.a.r.lFrance
Calais Location S.A.R.L.
France
Celestial France SARLFrance
Grenoble Location S.A.R.L.
France
ILFC France S.A.R.L.
France
Milestone Aviation France No. 2 S.A.R.LFrance
Milestone Aviation France No. 3 S.A.R.LFrance
Milestone Aviation France S.A.R.LFrance
Nancy Location S.A.R.L.
France
AerCap Hong Kong LimitedHong Kong
GECAS Services India Private LimitedIndia
Aerborne Funding II LimitedIreland
Aerborne Funding III LimitedIreland
AerBorne Funding Limited
Ireland
AerCap A330 Holdings Limited
Ireland
AerCap Administrative Services Limited
Ireland
AerCap Aero Engines LimitedIreland
AerCap Aircraft 73B-30661 Limited
Ireland
AerCap Aircraft 73B-32841 Limited
Ireland
AerCap Aircraft 77B-32717 Limited
Ireland
AerCap Aviation Leasing LimitedIreland
AerCap Cash Manager Limited
Ireland
AerCap Finance Limited
Ireland
AerCap Financial Services (Ireland) Limited
Ireland
AerCap Holding & Finance Limited
Ireland
AerCap Ireland Asset Investment 1 Limited
Ireland
AerCap Ireland Asset Investment 2 Limited
Ireland
AerCap Ireland Capital Designated Activity Company
Ireland
AerCap Ireland Funding 1 Limited
Ireland
2
Exhibit 8.1
AerCap Ireland Limited
Ireland
AerCap Irish Aircraft Leasing 2 Limited
Ireland
AerCap Leasing 3034 Limited
Ireland
AerCap Leasing 8 Limited
Ireland
AerCap Leasing 946 Limited
Ireland
AerCap Partners 767 Holdings Limited
Ireland
AerCap Partners 767 Limited
Ireland
AerCap Partners I Holding Limited
Ireland
AerCap Partners I Limited
Ireland
AerFi Group Limited
Ireland
AerVenture Export Leasing Limited
Ireland
AerVenture Limited
Ireland
Aircraft Portfolio Holding Company Limited
Ireland
Aircraft Portfolio Holding Company No. 2 Limited
Ireland
Andes Aircraft Leasing Limited
Ireland
Andromeda Aircraft Leasing Limited
Ireland
Annamite Aircraft Leasing Limited
Ireland
Antares Aircraft Leasing LimitedIreland
Arctic Leasing No.3 Limited
Ireland
Arfaj Aircraft Leasing Limited
Ireland
Artemis (Delos) Limited
Ireland
Artemis Aircraft 32A-1925 Limited
Ireland
Artemis Aircraft 32A-3309 Limited
Ireland
Artemis Aircraft 32A-3385 (Ireland) Limited
Ireland
Artemis Aircraft 32A-3388 (Ireland) Limited
Ireland
Artemis Aircraft 73B-30671 Limited
Ireland
Artemis Aircraft 77B-32725 Limited
Ireland
Artemis Ireland Leasing Limited
Ireland
Ballyfin Aviation LimitedIreland
Ballymoon Aircraft Solutions Limited
Ireland
Ballysky Aircraft Ireland Limited
Ireland
Ballystar Aircraft Solutions Limited
Ireland
Bandeira Aircraft Leasing LimitedIreland
BlowfishFunding Limited
Ireland
Burgundy Aircraft Leasing Limited
Ireland
Calliope Limited
Ireland
Camden Aircraft Leasing Limited
Ireland
Capella Aircraft Leasing LimitedIreland
Cash Manager Limited
Ireland
Castletroy Leasing Limited
Ireland
Celestial Aviation Funding Unlimited CompanyIreland
Celestial Aviation Operations LimitedIreland
3
        

Celestial Aviation Services LimitedIreland
Celestial Aviation Trading 1 LimitedIreland
Celestial Aviation Trading 10 LimitedIreland
Celestial Aviation Trading 100 LimitedIreland
Celestial Aviation Trading 11 LimitedIreland
Celestial Aviation Trading 12 LimitedIreland
Celestial Aviation Trading 13 LimitedIreland
Celestial Aviation Trading 14 LimitedIreland
Celestial Aviation Trading 15 LimitedIreland
Celestial Aviation Trading 16 LimitedIreland
Celestial Aviation Trading 17 LimitedIreland
Celestial Aviation Trading 19 LimitedIreland
Celestial Aviation Trading 2 LimitedIreland
Celestial Aviation Trading 20 LimitedIreland
Celestial Aviation Trading 21 LimitedIreland
Celestial Aviation Trading 22 LimitedIreland
Celestial Aviation Trading 23 LimitedIreland
Celestial Aviation Trading 24 LimitedIreland
Celestial Aviation Trading 25 LimitedIreland
Celestial Aviation Trading 26 LimitedIreland
Celestial Aviation Trading 27 LimitedIreland
Celestial Aviation Trading 28 LimitedIreland
Celestial Aviation Trading 29 LimitedIreland
Celestial Aviation Trading 3 LimitedIreland
Celestial Aviation Trading 30 LimitedIreland
Celestial Aviation Trading 31 LimitedIreland
Celestial Aviation Trading 32 LimitedIreland
Celestial Aviation Trading 33 LimitedIreland
Celestial Aviation Trading 34 LimitedIreland
Celestial Aviation Trading 35 LimitedIreland
Celestial Aviation Trading 36 LimitedIreland
Celestial Aviation Trading 37 LimitedIreland
Celestial Aviation Trading 38 LimitedIreland
Celestial Aviation Trading 39 LimitedIreland
Celestial Aviation Trading 4 LimitedIreland
Celestial Aviation Trading 41 LimitedIreland
Celestial Aviation Trading 42 LimitedIreland
Celestial Aviation Trading 43 LimitedIreland
Celestial Aviation Trading 44 LimitedIreland
Celestial Aviation Trading 45 LimitedIreland
Celestial Aviation Trading 46 LimitedIreland
Celestial Aviation Trading 47 LimitedIreland
4
Exhibit 8.1
Celestial Aviation Trading 48 LimitedIreland
Celestial Aviation Trading 49 LimitedIreland
Celestial Aviation Trading 5 LimitedIreland
Celestial Aviation Trading 50 LimitedIreland
Celestial Aviation Trading 51 LimitedIreland
Celestial Aviation Trading 52 LimitedIreland
Celestial Aviation Trading 53 LimitedIreland
Celestial Aviation Trading 54 LimitedIreland
Celestial Aviation Trading 55 LimitedIreland
Celestial Aviation Trading 56 LimitedIreland
Celestial Aviation Trading 57 LimitedIreland
Celestial Aviation Trading 6 LimitedIreland
Celestial Aviation Trading 62 LimitedIreland
Celestial Aviation Trading 63 LimitedIreland
Celestial Aviation Trading 64 LimitedIreland
Celestial Aviation Trading 65 LimitedIreland
Celestial Aviation Trading 66 LimitedIreland
Celestial Aviation Trading 67 LimitedIreland
Celestial Aviation Trading 68 LimitedIreland
Celestial Aviation Trading 69 LimitedIreland
Celestial Aviation Trading 7 LimitedIreland
Celestial Aviation Trading 71 LimitedIreland
Celestial Aviation Trading 8 LimitedIreland
Celestial Aviation Trading 9 LimitedIreland
Celestial Aviation Trading Ireland LimitedIreland
Celestial ECA Ireland LimitedIreland
Celestial ECA Trading 1 LimitedIreland
Celestial ECA Trading 2 LimitedIreland
Celestial ECA Trading 3 LimitedIreland
Celestial ECA Trading 4 LimitedIreland
Celestial EX-IM 2 LimitedIreland
Celestial EX-IM Trading 1 LimitedIreland
Celestial EX-IM Trading 2 LimitedIreland
Celestial EX-IM Trading 5 LimitedIreland
Celestial EX-IM Trading LimitedIreland
Celestial Transportation Finance Ireland LimitedIreland
CelestialFunding Limited
Ireland
Celtago Funding Limited
Ireland
Celtago II Funding Limited
Ireland
Celtago II Leasing LimitedIreland
Cesium Funding Limited
Ireland
Charleville Aircraft Leasing Limited
Ireland
5
        

CieloFunding Holdings Limited
Ireland
CieloFunding II Limited
Ireland
CieloFunding Limited
Ireland
Clarity Leasing Limited
Ireland
CloudFunding II Limited
Ireland
CloudFunding Limited
Ireland
Crescent Leasing 4 LimitedIreland
Crescent Leasing 9 LimitedIreland
Culann Aircraft Leasing LimitedIreland
CuttlefishFunding Limited
Ireland
Dagda Aircraft Leasing LimitedIreland
Danang Aircraft Leasing Limited
Ireland
Danang Aircraft Leasing No. 2 Limited
Ireland
DartfishFunding Designated Activity Company
Ireland
Delos Aircraft 76B-29387 Designated Activity Company
Ireland
Delos Aircraft Limited
Ireland
Delphinus Aircraft Leasing LimitedIreland
Diadem Aircraft LimitedIreland
Eden Aircraft Holding No. 2 Limited
Ireland
Electra Funding Ireland Limited
Ireland
Eris Aircraft Limited
Ireland
Excalibur Aircraft Leasing Limited
Ireland
Fansipan Aircraft Leasing Limited
Ireland
FirefishFunding Limited
Ireland
Flotlease MSN 3699 Limited
Ireland
Flotlease MSN 973 Limited
Ireland
FlyFunding Limited
Ireland
Flying Fortress Ireland Leasing Limited
Ireland
Fortress Aircraft 32A-2730 Limited
Ireland
Fortress Aircraft 33A-0366 Limited
Ireland
Fortress Aircraft 76B-29383 Designated Activity Company
Ireland
Fortress Aircraft 78B-38761 Limited
Ireland
Fortress Ireland Leasing Limited
Ireland
Geministream Aircraft Leasing Limited
Ireland
Gladius Funding Limited
Ireland
Glide Aircraft 35A-29 Ltd
Ireland
Glide Aircraft 73B-41815 Limited
Ireland
Glide Aircraft 78B-38765 Limited
Ireland
Glide Funding Limited
Ireland
Goldfish Funding Limited
Ireland
Gunung Leasing Limited
Ireland
Harmonic Aircraft Leasing Limited
Ireland
6
Exhibit 8.1
Hyperion Aircraft Financing Limited
Ireland
Hyperion Aircraft Limited
Ireland
ILFC Aircraft 32A-1808 Limited
Ireland
ILFC Aircraft 32A-1884 Limited
Ireland
ILFC Aircraft 32A-1901 Limited
Ireland
ILFC Aircraft 32A-1905 Limited
Ireland
ILFC Aircraft 32A-2064 Limited
Ireland
ILFC Aircraft 32A-2076 Limited
Ireland
ILFC Aircraft 32A-2279 Limited
Ireland
ILFC Aircraft 32A-2707 Limited
Ireland
ILFC Aircraft 32A-2726 Limited
Ireland
ILFC Aircraft 32A-2797 Limited
Ireland
ILFC Aircraft 32A-3065 Limited
Ireland
ILFC Aircraft 32A-3070 Limited
Ireland
ILFC Aircraft 32A-3114 Limited
Ireland
ILFC Aircraft 32A-3116 Limited
Ireland
ILFC Aircraft 32A-3124 Limited
Ireland
ILFC Aircraft 32A-4619 Limited
Ireland
ILFC Aircraft 32A-666 Limited
Ireland
ILFC Aircraft 33A-1284 Limited
Ireland
ILFC Aircraft 33A-272 Limited
Ireland
ILFC Aircraft 33A-444 Limited
Ireland
ILFC Aircraft 33A-454 Limited
Ireland
ILFC Aircraft 33A-469 Limited
Ireland
ILFC Aircraft 33A-822 Limited
Ireland
ILFC Aircraft 33A-911 Limited
Ireland
ILFC Aircraft 73B-29344 Limited
Ireland
ILFC Aircraft 73B-30658 Limited
Ireland
ILFC Aircraft 73B-30665 Limited
Ireland
ILFC Aircraft 73B-30667 Limited
Ireland
ILFC Aircraft 73B-30669 Limited
Ireland
ILFC Aircraft 73B-30672 Limited
Ireland
ILFC Aircraft 73B-30694 Limited
Ireland
ILFC Aircraft 73B-30695 Limited
Ireland
ILFC Aircraft 73B-30696 Limited
Ireland
ILFC Aircraft 73B-30701 Limited
Ireland
ILFC Aircraft 73B-35275 Limited
Ireland
ILFC Aircraft 73B-38828 Limited
Ireland
ILFC Aircraft 73B-41784 Limited
Ireland
ILFC Aircraft 73B-41785 Limited
Ireland
ILFC Aircraft 73B-41789 Limited
Ireland
ILFC Aircraft 73B-41790 Limited
Ireland
7
        

ILFC Aircraft 73B-41791 Limited
Ireland
ILFC Aircraft 73B-41792 Limited
Ireland
ILFC Aircraft 73B-41793 Limited
Ireland
ILFC Aircraft 73B-41802 Limited
Ireland
ILFC Aircraft 73B-41803 Limited
Ireland
ILFC Aircraft 75B-26330 Limited
Ireland
ILFC Aircraft 75B-27208 Designated Activity Company
Ireland
ILFC Aircraft 75B-29381 Limited
Ireland
ILFC Aircraft 76B-27610 Limited
Ireland
ILFC Aircraft 76B-27616 Limited
Ireland
ILFC Aircraft 76B-27958 Limited
Ireland
ILFC Aircraft 76B-28111 Limited
Ireland
ILFC Aircraft 76B-28207 Limited
Ireland
ILFC Aircraft 76B-29435 Limited
Ireland
ILFC Aircraft 77B-29908 Limited
Ireland
ILFC Ireland Leasing Limited
Ireland
ILFC Ireland Limited
Ireland
Iridium Funding Limited
Ireland
Jade Aircraft Leasing Limited
Ireland
Jasmine Aircraft Leasing Limited
Ireland
Jasper Aircraft Leasing Limited
Ireland
Leostream Aircraft Leasing Limited
Ireland
Librastream Aircraft Leasing Limited
Ireland
Limelight Funding Limited
Ireland
Lishui Aircraft Leasing Limited
Ireland
Lyra Aircraft Leasing LimitedIreland
Macra Aircraft Leasing LimitedIreland
Mainstream Aircraft Leasing Limited
Ireland
Melodic Aircraft Leasing Limited
Ireland
Menelaus I Limited
Ireland
Menelaus II Designated Activity Company
Ireland
Menelaus III Limited
Ireland
Menelaus V Limited
Ireland
Menelaus VI Limited
Ireland
Menelaus VII Limited
Ireland
Menelaus VIII Limited
Ireland
Mentes I Ireland Leasing Limited
Ireland
Mentes II Ireland Leasing Limited
Ireland
Mentes III Ireland Leasing Limited
Ireland
Mentes IV Ireland Leasing Limited
Ireland
Mentes V Ireland Leasing Limited
Ireland
Mentes VI Ireland Leasing Limited
Ireland
8
Exhibit 8.1
Mentes VII Ireland Leasing Limited
Ireland
Milestone Export Leasing No. 2, LimitedIreland
Monophonic Aircraft Leasing Limited
Ireland
Moonlight Aircraft Leasing (Ireland) Limited
Ireland
Moyadda LimitedIreland
NAS Aircraft Investments 11 LimitedIreland
NimbusFunding Limited
Ireland
Palladium Funding LimitedIreland
Philharmonic Aircraft Leasing Limited
Ireland
Platinum Aircraft Leasing Limited
Ireland
Polyphonic Aircraft Leasing Limited
Ireland
Premier Aircraft Leasing (EXIM) 1 Designated Activity CompanyIreland
Premier Aircraft Leasing (EXIM) 2 Designated Activity CompanyIreland
Premier Aircraft Leasing (EXIM) 5 Designated Activity CompanyIreland
Quadrant MSN 38774 LimitedIreland
Quadrant MSN 5802 Limited
Ireland
Quadrant MSN 5869 Limited
Ireland
Quiescent Holdings Limited
Ireland
RainbowFunding Limited
Ireland
Rhodium Funding Limited
Ireland
Riggs Leasing Limited
Ireland
Rouge Aircraft Leasing Limited
Ireland
Scandium Funding Limited
Ireland
Scarlet Aircraft Leasing Limited
Ireland
Serpens Aircraft Leasing LimitedIreland
Serranus Funding Limited
Ireland
Setanta Aircraft Leasing Designated Activity CompanyIreland
Setanta Aviation Holdings LimitedIreland
Shrewsbury Aircraft Leasing Limited
Ireland
SkyFunding II Holdings Limited
Ireland
SkyFunding II Limited
Ireland
SkyFunding Leasing 1 Limited
Ireland
SkyFunding Limited
Ireland
Skylease MSN (3365) Limited
Ireland
Skylease MSN (3392) Limited
Ireland
Skylease MSN 3545 Limited
Ireland
Skylease MSN 3564 Limited
Ireland
Skylease MSN 3574 Limited
Ireland
Skylease MSN 3711 Limited
Ireland
Skylease MSN 3778 Limited
Ireland
Skylease MSN 3825 Limited
Ireland
Skylease MSN 3859 Limited
Ireland
9
        

Skylease MSN 4241 Limited
Ireland
Skylease MSN 4254 Limited
Ireland
Skylease MSN 4267 Limited
Ireland
Skyscape Limited
Ireland
SoraFunding Limited
Ireland
StratocumulusFunding Limited
Ireland
StratusFunding Limited
Ireland
Streamline Aircraft Leasing Limited
Ireland
Sunflower Aircraft Leasing Limited
Ireland
Symphonic Aircraft Leasing Limited
Ireland
Synchronic Aircraft Leasing Limited
Ireland
Tantalum Funding LimitedIreland
Temescal Aircraft 32A-2383 Limited
Ireland
Temescal Aircraft 33A-0758 Limited
Ireland
TetraFunding Limited
Ireland
Transversal Aircraft Holdings Limited
Ireland
Transversal Aircraft Leasing Limited
Ireland
Triple Eight Aircraft Holdings Limited
Ireland
Triple Eight Aircraft Leasing Limited
Ireland
Tullycrine Aircraft Leasing LimitedIreland
Verde Aircraft Finance Limited
Ireland
Verde Aircraft Investment Limited
Ireland
Vertical Aviation No 1 LimitedIreland
Vertical Aviation No 2 LimitedIreland
Vertical Aviation No 3 LimitedIreland
Vertical Aviation No 4 LimitedIreland
Virgostream Aircraft Leasing Limited
Ireland
Whitney Ireland Leasing Limited
Ireland
XLease MSN 3008 Limited
Ireland
XLease MSN 3420 Limited
Ireland
Acorn Aviation Limited
Isle of Man
AerCap Holding (IOM) Limited
Isle of Man
Crescent Aviation LimitedIsle of Man
Stallion Aviation Limited
Isle of Man
AerCap Luxembourg S.a.r.lLuxembourg
Delos Finance S.a.r.l.
Luxembourg
ILFC Labuan ECA Ltd.
Malaysia
ILFC Labuan Ltd.
Malaysia
Milestone Aviation Malta Ltd.Malta
GE Capital Aviation Services México, S. de R.L. de C.V.Mexico
AerCap A330 Holdings B.V.
Netherlands
AerCap AerVenture Holding B.V.
Netherlands
AerCap Aircraft Leasing Netherlands B.V.Netherlands
10
Exhibit 8.1
AerCap Aviation Solutions B.V.
Netherlands
AerCap B.V.
Netherlands
AerCap Dutch Aircraft Leasing I B.V.
Netherlands
AerCap Dutch Aircraft Leasing VII B.V.
Netherlands
AerCap Dutch Global Aviation B.V.
Netherlands
AerCap Group Services B.V.
Netherlands
AerCap International B.V.
Netherlands
AerCap Leasing XIII B.V.
Netherlands
AerCap Leasing XXX B.V.
Netherlands
AerCap Netherlands B.V.
Netherlands
Annamite Aircraft Leasing B.V.
Netherlands
BlowfishFunding B.V.
Netherlands
Clearstream Aircraft Leasing B.V.
Netherlands
FodiatorFunding B.V.
Netherlands
Goldfish Funding B.V.
Netherlands
Harmony Funding B.V.
Netherlands
Harmony Funding Holdings B.V.
Netherlands
ILFC Aviation Services (Europe) B.V.
Netherlands
NimbusFunding B.V.
Netherlands
Sapa Aircraft Leasing B.V.
Netherlands
StratocumulusFunding B.V.
Netherlands
Worldwide Aircraft Leasing B.V.
Netherlands
AerCap Rus LLCRussia
AerCap Asset Management Services Pte. LimitedSingapore
AerCap Aviation Singapore Private LimitedSingapore
AerCap Singapore Pte. Ltd.
Singapore
ILFC Singapore Pte. Ltd.
Singapore
AerFi Sverige AB
Sweden
Celestial Sverige Aircraft Leasing Worldwide ABSweden
International Lease Finance Corporation (Sweden) AB
Sweden
Celestial Aircraft Leasing LimitedUnited Arab Emirates
GECAS Services LimitedUnited Arab Emirates
AerCap Materials UKUnited Kingdom
AerCap UK Aviation LimitedUnited Kingdom
AerCap UK Limited
United Kingdom
Aircraft 32A-3424 Limited
United Kingdom
Aircraft 32A-3454 Limited
United Kingdom
Archytas Aviation Limited
United Kingdom
ILFC UK Limited
United Kingdom
Milestone Aviation UK LtdUnited Kingdom
Milestone Aviation UK No. 2 LimitedUnited Kingdom
11
        

Temescal UK Limited
United Kingdom
Whitney UK Leasing Limited
United Kingdom
AerCap ACM, Inc.United States
AerCap Global Aviation Trust
United States
AerCap Group Services, LLC
United States
AerCap Hangar 52, Inc.
United States
AerCap Leasing USA I, LLC
United States
AerCap Leasing USA II, LLC
United States
AerCap Materials, IncUnited States
AerCap U.S. Global Aviation LLC
United States
AerCap US Aviation LLCUnited States
AerCap US Holdings Aviation LLCUnited States
AerCap, LLC
United States
AeroTurbine, LLC
United States
AFS Investments 48 LLCUnited States
AFS Investments 52 LLCUnited States
AFS Investments 54 LLCUnited States
AFS Investments 55 LLCUnited States
AFS Investments 56 LLCUnited States
AFS Investments 57 LLCUnited States
AFS Investments 60 LLCUnited States
AFS Investments 66 LLCUnited States
AFS Investments 67 LLCUnited States
AFS Investments 67-F, Inc.United States
AFS Investments 68 LLCUnited States
AFS Investments 69 LLCUnited States
AFS Investments 70 LLCUnited States
AFS Investments 71 LLCUnited States
AFS Investments 72 LLCUnited States
AFS Investments 73 LLCUnited States
AFS Investments 74 LLCUnited States
AFS Investments 75, Inc.United States
AFS Investments I, Inc.United States
AFS Investments X LLCUnited States
AFS Investments XI LLCUnited States
AFS Investments XII LLCUnited States
AFS Investments XIII LLCUnited States
AFS Investments XIX LLCUnited States
AFS Investments XL-C LLCUnited States
AFS Investments XLI LLCUnited States
12
Exhibit 8.1
AFS Investments XLII LLCUnited States
AFS Investments XVIII LLCUnited States
AFS Investments XX LLCUnited States
AFS Investments XXII LLCUnited States
AFS Investments XXVII LLCUnited States
Aircraft 32A-1658 Inc.
United States
Aircraft 32A-1905 Inc.
United States
Aircraft 32A-1946 Inc.
United States
Aircraft 32A-2024 Inc.
United States
Aircraft 32A-2731 Inc.
United States
Aircraft 32A-585 Inc.
United States
Aircraft 32A-645 Inc.
United States
Aircraft 32A-726 Inc.
United States
Aircraft 32A-760 Inc.
United States
Aircraft 32A-775 Inc.
United States
Aircraft 32A-782 Inc.
United States
Aircraft 32A-993, Inc.
United States
Aircraft 33A-132, Inc.
United States
Aircraft 33A-358 Inc.
United States
Aircraft 34A-395 Inc.
United States
Aircraft 34A-48 Inc.
United States
Aircraft 34A-93 Inc.
United States
Aircraft 73B-26317 Inc.
United States
Aircraft 73B-28252 Inc.
United States
Aircraft 73B-30036 Inc.
United States
Aircraft 73B-30646 Inc.
United States
Aircraft 73B-30661 Inc.
United States
Aircraft 73B-30730 Inc.
United States
Aircraft 73B-32841 Inc.
United States
Aircraft 73B-38821 Inc.
United States
Aircraft 73B-41794 Inc.
United States
Aircraft 73B-41806 Inc.
United States
Aircraft 73B-41815 Inc.
United States
Aircraft 74B-27602 Inc.
United States
Aircraft 75B-28834 Inc.
United States
Aircraft 75B-28836 Inc.
United States
Aircraft 76B-26261 Inc.
United States
Aircraft 76B-26327 Inc.
United States
Aircraft 76B-26329 Inc.United States
Aircraft 76B-27597 Inc.United States
13
        

Aircraft 76B-27613 Inc.United States
Aircraft 76B-28132 Inc.United States
Aircraft 76B-28206 Inc.United States
Aircraft 77B-29404 Inc.United States
Aircraft 77B-32723 Inc.United States
Aircraft Andros Inc.United States
Aircraft B757 29377 Inc.United States
Aircraft B767 29388 Inc.United States
Aircraft MSN 920167 TrustUnited States
Aircraft MSN 920169 TrustUnited States
Aircraft MSN 920171 TrustUnited States
Aircraft MSN 920296 TrustUnited States
Aircraft SPC-12, LLCUnited States
Aircraft SPC-3, Inc.United States
Aircraft SPC-4, Inc.United States
Aircraft SPC-8, Inc.United States
Aircraft SPC-9, LLCUnited States
Apollo Aircraft Inc.United States
Artemis US Inc.United States
Brokat Leasing, LLCUnited States
CABREA, Inc.United States
Camden Aircraft Leasing TrustUnited States
Castle Harbour - I Limited-Liability CompanyUnited States
Castle Harbour Leasing LLCUnited States
Charles River Aircraft Finance, Inc.United States
Diadem Aircraft Inc. (CA)United States
Diadem Aircraft Inc. (DE)United States
Doheny Investment Holding TrustUnited States
Euclid Aircraft, Inc.United States
Fleet Solutions Holdings LLCUnited States
Flying Fortress Financing, LLCUnited States
Flying Fortress Holdings, LLCUnited States
Flying Fortress Investments, LLCUnited States
Flying Fortress US Leasing Inc.United States
Gemanco Inc.United States
GIF Management, Inc.United States
Grand Staircase Aircraft, LLCUnited States
ILFC Aircraft 32A-10072 Inc.United States
ILFC Aircraft 78B-38799 Inc.United States
ILFC Aviation Consulting, Inc.United States
14
Exhibit 8.1
ILFC Dover, Inc.United States
ILFC Volare, Inc.United States
Interlease Aircraft Trading CorporationUnited States
Interlease Management CorporationUnited States
International Lease Finance CorporationUnited States
Logistechs, LLCUnited States
Milestone Export Leasing TrustUnited States
NAS Aviation Services LLCUnited States
NAS FSC Carpenter-J, Inc.United States
NAS Investments 10 LLCUnited States
NAS Investments 12 LLCUnited States
NAS Investments 2 LLCUnited States
NAS Investments 75, Inc.United States
NAS Investments 76, Inc.United States
NAS Investments 77, Inc.United States
NAS Investments 8 LLCUnited States
NAS Investments 9 LLCUnited States
NAS U.S. Equity Holdings, Inc.United States
Park Topanga Aircraft, LLCUnited States
Pelican 35302, Inc.United States
Polaris Holding Company LLCUnited States
Silvermine River Finance Two LLCUnited States
Spoon River Aircraft Finance, Inc.United States
Sukuk Aviation Leasing LLCUnited States
Temescal Aircraft, LLCUnited States
The Memphis Group, LLCUnited States
The Milestone Aviation Group LLCUnited States
Tuolumne River Aircraft Finance, Inc.United States
Vertical Aviation No. 1 LLCUnited States
Whitney US Leasing, Inc.United States
Windy City Holdings LLCUnited States
Whitney US Leasing, Inc.United States
Windy City Holdings LLCUnited States


15
Exhibit 12.1
CERTIFICATION
I, Aengus Kelly, certify that:
1.I have reviewed this annual report on Form 20-F of AerCap Holdings N.V.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 30, 2022
[[5804225]]


/s/ Aengus Kelly
Signature
Aengus Kelly
Chief Executive Officer

[[5804225]]

Exhibit 12.2
CERTIFICATION
I, Peter Juhas, certify that:
1.    I have reviewed this annual report on Form 20-F of AerCap Holdings N.V.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.    The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d- 15(f)) for the company and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
5.    The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
Date: March 30, 2022
[[5804229]]

/s/ Peter Juhas
Signature
Peter Juhas
Chief Financial Officer

[[5804229]]
Exhibit 13.1
CERTIFICATION
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of AerCap Holdings N.V. (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Annual Report on Form 20-F for the year ended December 31, 2021 (the “Form 20-F”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 30, 2022By:
/s/ Aengus Kelly
Aengus Kelly
Chief Executive Officer
Date: March 30, 2022By:
/s/ Peter Juhas
Peter Juhas
Chief Financial Officer

[[5804232]]



Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (Nos. 333-234028, 333-235323 and 333-260359) and on Form S-8 (Nos. 333-194638, 333-194637, 333-180323, 333-165839, and 333-154416) of AerCap Holdings N.V. of our report dated March 2, 2021 relating to the financial statements, which appears in this Form 20-F.

Dublin, Ireland, March 30, 2022
PricewaterhouseCoopers

/s/ PricewaterhouseCoopers Dublin, Ireland
March 30, 2022

Dublin, Ireland, March 30, 2022
PricewaterhouseCoopers

/s/ PricewaterhouseCoopers



Exhibit 15.2
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (Nos. 333-234028, 333-235323 and 333-260359) on Form F-3 and (Nos. 333-194638, 333-194637, 333-180323, 333-165839, and 333-154416) on Form S-8 of AerCap Holdings N.V. of our report dated March 30, 2022, with respect to the consolidated financial statements of AerCap Holdings N.V. and the effectiveness of internal control over financial reporting.

/s/ KPMG
Dublin, Ireland
March 30, 2022
 

Exhibit 15.3
March 30, 2022
    
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Commissioners:

We have read the statements made by AerCap Holdings N.V. pursuant to Item 304(a)(1) of Regulation S-K (copy attached), which we understand will be filed with the Securities and Exchange Commission as part of the Form 20-F of AerCap Holdings N.V. dated March 30, 2022. We agree with the statements concerning our Firm contained therein.

Very truly yours,



PricewaterhouseCoopers
Dublin, Ireland




Exhibit 17.1
Subsidiary Issuers of Registered Guaranteed Securities

Each of the following securities co-issued by AerCap Global Aviation Trust (“AerCap Trust”) and AerCap Ireland Capital Designated Company (“AICDC”), each a wholly owned subsidiary of Holdings, is jointly and severally and fully and unconditionally guaranteed by AerCap Holdings, N.V. (“Holdings”), AerCap Ireland Limited, AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC:

a.$367.2 million 3.500% Senior Notes due 2022;
b.$500.0 million 4.625% Senior Notes due 2022;
c.$750.0 million 5.875% Senior Notes due 2022;
d.$500.0 million Floating Rate Senior Notes due 2023;
e.$600.0 million 3.300% Senior Notes due 2023;
f.$600.0 million 4.125% Senior Notes due 2023;
g.$1,250.0 million 4.500% Senior Notes due 2023;
h.$1,750.0 million 1.150% Senior Notes due 2023;
i.$750.0 million 2.875% Senior Notes due 2024;
j.$900.0 million 4.875% Senior Notes due 2024;
k.$900.0 million 3.150% Senior Notes due 2024;
l.$1,000.0 million 1.750% Senior Notes due 2024;
m.$3,250.0 million 1.650% Senior Notes due 2024;
n.$600.0 million 4.450% Senior Notes due 2025;
o.$800.0 million 3.500% Senior Notes due 2025;
p.$1,250.0 million 6.500% Senior Notes due 2025;
q.$500.0 million 4.450% Senior Notes due 2026;
r.$1,000.0 million 1.750% Senior Notes due 2026;
s.$3,750.0 million 2.450% Senior Notes due 2026;
t.$600.0 million 4.625% Senior Notes due 2027;
u.$1,000.0 million 3.650% Senior Notes due 2027;
v.$550.0 million 3.875% Senior Notes due 2028
w.$3,750.0 million 3.000% Senior Notes due 2028;
x.$4,000.0 million 3.300% Senior Notes due 2032;
y.$1,500.0 million 3.400% Senior Notes due 2033; and
z.$1,500.0 million 3.850% Senior Notes due 2041.

Each of the following securities issued by Holdings is jointly and severally and fully and unconditionally guaranteed by AerCap Trust, AICDC, AerCap Ireland Limited, AerCap Aviation Solutions B.V., ILFC and AerCap U.S. Global Aviation LLC:

a.$750.0 million 5.875% Fixed-Rate Junior Subordinated Notes due 2079.