FORM OF EXCHANGE AGENT AND DEPOSITARY AGREEMENTExchange Agent and Depositary Agreement • July 23rd, 2012 • AerCap Aviation Solutions B.V. • Services-equipment rental & leasing, nec • New York
This Exchange Agent & Depositary Agreement (this “Agreement”) is entered into as of this [·] day of [·], 2012 by and between AerCap Aviation Solutions B.V., a private limited liability company (besloten vennootschap) incorporated under the laws of The Netherlands (the “Company”), and Wilmington Trust, National Association, a national banking association having its corporate trust offices in Minneapolis, Minnesota (hereinafter referred to from time to time as “Wilmington Trust”).
AERCAP AVIATION SOLUTIONS B.V. AND EACH OF THE GUARANTORS PARTY HERETO 6.375% SENIOR UNSECURED NOTES DUE 2017Indenture • June 15th, 2012 • AerCap Aviation Solutions B.V. • Services-equipment rental & leasing, nec • New York
INDENTURE dated as of May 22, 2012 among AerCap Aviation Solutions B.V., a private limited liability company organized under the laws of the Netherlands (the “Company”), AerCap Holdings N.V., a public limited liability company organized under the laws of the Netherlands (the “Parent Guarantor”), the other guarantors from time to time party hereto (together with the Parent Guarantor, the “Guarantors”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
AERCAP AVIATION SOLUTIONS B.V.Exchange and Registration Rights Agreement • June 15th, 2012 • AerCap Aviation Solutions B.V. • Services-equipment rental & leasing, nec • New York
AerCap Aviation Solutions B.V., a corporation organized under the laws of The Netherlands (the “Company”), proposes to issue and sell to the Initial Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) $300,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2017, which are fully and unconditionally guaranteed on a senior unsecured basis, jointly and severally, by AerCap Holdings N.V. (the “Guarantor”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Initial Purchasers thereunder, the Company and the Guarantor agree with the Initial Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • June 15th, 2012 • AerCap Aviation Solutions B.V. • Services-equipment rental & leasing, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 15, 2012 among AerCap Aviation Solutions B.V., a private limited liability company organized under the laws of the Netherlands (the “Company”), AerCap Holdings N.V., a public limited liability company organized under the laws of the Netherlands (the “Parent Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
