Greenwich Kahala Aviation Ltd. Sample Contracts

GREENWICH KAHALA USA, INC EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on ________ effective as of _________ (the “Effective Date”), by and between Greenwich Kahala USA, Inc (the “Company”), and ____________ (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.

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LOAN AGREEMENT (N668DN) dated as of October 1, 2010 among GREENWICH KAHALA AVIATION LTD., as Parent GKA LEASING 25141 LIMITED, as Owner Participant WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but...
Loan Agreement • February 9th, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

LOAN AGREEMENT (N668DN), dated as of October 1, 2010 (this “Agreement”), among GREENWICH KAHALA AVIATION LTD., a company organized and existing under the laws of Bermuda, as parent (the “Parent”), GKA LEASING 25141 LIMITED, a company organized and existing under the laws of Ireland, as owner participant (the “Owner Participant”), WILMINGTON TRUST COMPANY, a Delaware banking corporation (“WTC”), not in its individual capacity, except as expressly provided herein, but solely as owner trustee under the Trust Agreement, as borrower (the “Borrower”), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as security trustee (the “Security Trustee”), R3 CAPITAL PARTNERS MASTER, LP, as a participant (in such capacity, a “Participant” and together with its successors, assigns and transferees, the “Participants”).

DATED the 5th day of January 2011 AIB INTERNATIONAL FINANCIAL SERVICES LIMITED -and- GREENWICH KAHALA USA INC SERVICES AGREEMENT
Greenwich Kahala Aviation Ltd. • February 9th, 2011 • Services-equipment rental & leasing, nec

AIB INTERNATIONAL FINANCIAL SERVICES LIMITED, having its registered office at AIB International Centre, International Financial Services Centre, Dublin 1, Ireland (“AIBIFS”) and

AIRCRAFT ADMINISTRATIVE AGREEMENT
Aircraft Administrative Agreement • February 9th, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

AIRCRAFT ADMINISTRATIVE AGREEMENT (this “Agreement”) dated as of 13 November, 2010 between Wingspan Management Ltd. (“Manager”), an Ireland corporation, and Greenwich Kahala Aviation Limited (“Administrator”), a company domiciled in Ireland.

Re: Increase in Maximum Limit for Loan Credit Line Note
Greenwich Kahala Aviation Ltd. • February 9th, 2011 • Services-equipment rental & leasing, nec

Reference is made to that certain Loan Credit Line Note, dated December 31, 2009 (the “Loan Note”), between Greenwich Kahala Aviation Ltd. (“Borrower”) and GK Hannover Inc. (“Lender”). Capitalized terms used in this letter but not defined have the meanings set forth in the Loan Note.

Form of Indemnification Agreement by and among Greenwich Kahala Aviation Ltd. and its Officers or Executive Directors INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

This Indemnification Agreement (“Agreement”) is made on __________, by and between Greenwich Kahala Aviation Ltd., a Bermuda exempted company (the “Company”), and __________ (“Indemnitee”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

Private Placement Purchase Agreement (this "Agreement") made as of this day of , 2011, by and between Greenwich Kahala Aviation Ltd., a Bermuda exempted company incorporated under the Companies Act of 1981 of Bermuda (the "Company"), and the parties listed on Schedule 1 hereto (each, a "Purchaser" and, together, the “Purchasers”).

LOAN CREDIT LINE NOTE
Greenwich Kahala Aviation Ltd. • February 9th, 2011 • Services-equipment rental & leasing, nec

This Loan shall bear interest at a rate of 6.00% per annum. The principal hereof may be prepaid in full or in part at any time. All computations of interest in respect of this Note shall be made on the basis of a actual/365 day basis (including the first day but excluding the last day) occurring in the period for which such interest is payable and compounded annually. Borrower shall make each payment hereunder without any set-off or counterclaim and free and clear of all taxes, levies, duties, or withholdings and without any deduction whatsoever. If Borrower is compelled by law, rule or regulation to make any deduction or withholding from any payment hereunder, Borrower shall pay to Lender such additional amount as may be necessary to enable Lender to receive (after such withholding or deduction) an amount equal to the full amount then payable to Lender absent such withholding or deduction.

ASSIGNMENT AGREEMENT [MSN 24903]
Assignment Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

THIS ASSIGNMENT AGREEMENT [MSN 24903] dated as of March ___, 2011 (as supplemented and amended from time to time in accordance with the terms hereof, this “Assignment”), between FIRST GREENWICH KAHALA, LTD., a Cayman company (the “Assignor”), and GREENWICH KAHALA AVIATION LTD., a Bermuda company (the “Assignee”).

DATED the 5th day of January 2011 AIB INTERNATIONAL FINANCIAL SERVICES LIMITED -and- GKA LEASING 25141 LIMITED SERVICES AGREEMENT
Agreement • February 9th, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

AIB INTERNATIONAL FINANCIAL SERVICES LIMITED, having its registered office at AIB International Centre, International Financial Services Centre, Dublin 1, Ireland (“AIBIFS”) and

ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

ADVISORY SERVICES AGREEMENT ("Agreement"), effective as of [•], 2011, by and among GREENWICH KAHALA SERVICES, LTD., a Bermuda company ("GKS"), GREENWICH KAHALA USA, INC., a Delaware corporation ("GK USA"), and GREENWICH KAHALA AVIATION LTD., a Bermuda company (“GKA”).

DATED the 5th day of January 2011 AIB INTERNATIONAL FINANCIAL SERVICES LIMITED -and- GREENWICH KAHALA SERVICES LIMITED SERVICES AGREEMENT
Greenwich Kahala Aviation Ltd. • February 9th, 2011 • Services-equipment rental & leasing, nec

AIB INTERNATIONAL FINANCIAL SERVICES LIMITED, having its registered office at AIB International Centre, International Financial Services Centre, Dublin 1, Ireland (“AIBIFS”) and

ASSIGNMENT AGREEMENT [MSN 24679]
Assignment Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

THIS ASSIGNMENT AGREEMENT [MSN 24679] dated as of March ___, 2011 (as supplemented and amended from time to time in accordance with the terms hereof, this “Assignment”), between FIRST GREENWICH KAHALA, LTD., a Cayman company (the “Assignor”), and GREENWICH KAHALA AVIATION LTD., a Bermuda company (the “Assignee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2011, is among Greenwich Kahala Aviation Ltd., a Bermuda corporation (the “Company”), GK Hannover, Inc. (“GK Hannover”), Michael P. Howard (“Howard” and, together with GK Hannover, the “Management Investors”), Bradley Smith (“Smith”), Michael Garland (“Garland”), Gerald Sherman (“Sherman”) and any Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form attached as Schedule 1 hereto. The Management Investors and each other Person who becomes a holder of the Purchased ADSs as a Permitted Transferee on the terms and conditions set forth herein (each term as defined below) are referred to collectively herein as the “Holders” and each individually as a “Holder”.

NON-EXECUTIVE DIRECTOR SERVICE AGREEMENT
Non-Executive Director Service Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

Greenwich Kahala Aviation Ltd., a company incorporated under the laws of Bermuda with its principal executive office located at Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland (the “Company”); and

LOGO]
Greenwich Kahala Aviation Ltd. • February 16th, 2011 • Services-equipment rental & leasing, nec

Michael Howard Chief Financial Officer Greenwich Kahala Aviation Ltd. Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland 14 February 2011 Dear Sirs,

Re: Increase in Maximum Limit for Loan Credit Line Note
Greenwich Kahala Aviation Ltd. • February 9th, 2011 • Services-equipment rental & leasing, nec

Reference is made to that certain Loan Credit Line Note, dated December 31, 2009 (the “Loan Note”), between Greenwich Kahala Aviation Ltd. (“Borrower”) and GK Hannover Inc. (“Lender”). Capitalized terms used in this letter but not defined have the meanings set forth in the Loan Note.

Side Letter dated 11th November 2010 to a Contract for Services of the JetBase Asset Management Database System dated May 31st 2006 and Amendment No. 1 to Master Agreement for Consulting Services Between JetStar Partners Inc and First Greenwich...
Greenwich Kahala Aviation Ltd. • February 9th, 2011 • Services-equipment rental & leasing, nec

This is to confirm that paragraph 7 of Termination Agreement is amended so that Greenwich Kahala Aviation Ltd (‘GKA’) is a permitted licensee of FGK for the use of FGK Jet Base. GKA agrees to be bound by all the terms, conditions and restrictions applicable to FGK in the above mentioned agreements.

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