DEPOSIT AGREEMENT by and among BABCOCK & BROWN AIR LIMITED as Issuer AND DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER...Deposit Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ___________ __, 2007, is entered into by and among Babcock & Brown Air Limited, a Bermuda exempted company (including its successors, the “Company”), and each of the shareholders of the Company that is listed in the signature pages hereof (each, a “Principal Investor”).
TRUST INDENTURE dated as of [ ], 2007 among BABCOCK & BROWN AIR FUNDING I LIMITED, as the Issuer DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Operating Bank and Trustee DEUTSCHE BANK TRUST COMPANY AMERICAS, as the Cash Manager BNP PARIBAS, as the...Trust Indenture • September 12th, 2007 • Babcock & Brown Air LTD
This TRUST INDENTURE, dated as of [ ], 2007 (this “Indenture”), is made among BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company (the “Issuer”), DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee” and “Operating Bank”), DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Cash Manager (the “Cash Manager”), BNP PARIBAS, a société anonyme under French law, acting through its New York branch (together with its successors and permitted assigns, the “Initial Liquidity Facility Provider”) and AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (the “Policy Provider”).
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the “Company”), and each of the persons named in the signature pages hereof (each, a “Principal Investor”).
CASH MANAGEMENT AGREEMENT Dated as of [ ], 2007Cash Management Agreement • September 12th, 2007 • Babcock & Brown Air LTD
This CASH MANAGEMENT AGREEMENT, dated as of [ ], 2007 (this ‘‘Agreement’’), is made among BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company (the ‘‘Issuer’’), each ISSUER SUBSIDIARY signatory to this Agreement or that accedes to this Agreement pursuant to an Accession Agreement in the form of Exhibit A hereto (an ‘‘Accession Agreement’’); DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the trustee under the Indenture (the ‘‘Trustee’’) and as the security trustee under the Security Trust Agreement (the ‘‘Security Trustee’’) and DEUTSCHE BANK TRUST COMPANY AMERICAS, in its capacity as Cash Manager (the ‘‘Cash Manager’’).
ASSET PURCHASE AGREEMENT dated as of [ ] [ ], 2007 among JET-i LEASING LLC, THE OTHER SELLERS LISTED ON SCHEDULE 1 HERETO and BABCOCK & BROWN AIR FUNDING I LIMITED, THE OTHER PURCHASERS LISTED ON SCHEDULE 1 HERETOAsset Purchase Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
This ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of [ ] [ ], 2007 among: (i) JET-i LEASING LLC, a Delaware limited liability company; (ii) THE OTHER SELLERS LISTED ON SCHEDULE 1 HERETO; (iii) BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company and having its principal place of business at West Pier, Dun Loaghaire, County Dublin, Ireland, and (iv) THE OTHER PURCHASERS LISTED ON SCHEDULE 1 HERETO. [Note: The Sellers on Schedule I will include the Irish sellers.]
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
PRIVATE PLACEMENT AGREEMENT dated as of September 10, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the “Company”), and Everest Babcock & Brown Opportunities Fund (the “Fund”).
SERVICING AGREEMENT among BABCOCK & BROWN AIRCRAFT MANAGEMENT LLC, BABCOCK & BROWN AIRCRAFT MANAGEMENT (EUROPE) LIMITED, BABCOCK & BROWN AIR FUNDING I LIMITED and AMBAC ASSURANCE CORPORATIONServicing Agreement • September 12th, 2007 • Babcock & Brown Air LTD
SERVICING AGREEMENT dated as of [ ] [ ], 2007, among BABCOCK & BROWN AIRCRAFT MANAGEMENT LLC, , a Delaware limited liability company (“BBAM(US)”), BABCOCK & BROWN AIRCRAFT MANAGEMENT (EUROPE) LIMITED, a company incorporated under the laws of Ireland (“BBAM(Ireland)” and, together with BBAM(US), the “Servicer”), BABCOCK & BROWN AIR FUNDING I LIMITED, a limited liability company incorporated under the laws of Bermuda and having its principal place of business at West Pier, Dun Loaghaire, County Dublin, Ireland (the “Company”), and AMBAC ASSURANCE CORPORATION, a Wisconsin stock insurance company (the “Policy Provider”). For the consideration set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the Servicer, the Company and the Policy Provider agree as follows:
PRIVATE PLACEMENT AGREEMENTPrivate Placement Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
PRIVATE PLACEMENT AGREEMENT dated as of July 19, 2007, by and among Babcock & Brown Air Limited, a Bermuda exempted company (the “Company”), and Credit Suisse Securities (USA) LLC (“Credit Suisse”).
B&B Air Management Agreement Babcock & Brown Air Limited and Babcock & Brown Air Management Co. LimitedAir Management Agreement • September 12th, 2007 • Babcock & Brown Air LTD • New York
ADMINISTRATIVE SERVICES AGREEMENT among BABCOCK & BROWN AIR FUNDING I LIMITED, as the Issuer THE ISSUER SUBSIDIARIES IDENTIFIED HEREIN, DEUTSCHE BANK TRUST COMPANY AMERICAS in its capacity as the Trustee and the Security Trustee, AMBAC ASSURANCE...Administrative Services Agreement • September 12th, 2007 • Babcock & Brown Air LTD
THIS ADMINISTRATIVE SERVICES AGREEMENT (this “Agreement”) dated as of ________________, 2007 is made among BABCOCK & BROWN AIR FUNDING I LIMITED (the “Issuer”), a Bermuda exempted company, each ISSUER SUBSIDIARY signatory to this Agreement or that becomes a party under Section 5.06 hereof (collectively with the Issuer, the “Issuer Group”), DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as the trustee under the Indenture (the “Trustee”) and as the security trustee under the Security Trust Agreement (the “Security Trustee”), AMBAC ASSURANCE CORPORATION, as the policy provider (the “Policy Provider”) and BABCOCK & BROWN AIR MANAGEMENT CO LIMITED, in its capacity as Administrative Agent (the “Administrative Agent”).
DIRECTOR SERVICE AGREEMENTDirector Service Agreement • September 12th, 2007 • Babcock & Brown Air LTD
Babcock & Brown Air Limited, a company incorporated under the laws of Bermuda with its principal executive office located at West Pier, Dun Laoghaire, County Dublin, Ireland (the “Company”); and
SECURITY TRUST AGREEMENT Dated as of [ ], 2007 between BABCOCK & BROWN AIR FUNDING I LIMITED and THE ADDITIONAL GRANTORS REFERRED TO HEREIN as the Grantors and DEUTSCHE BANK TRUST COMPANY AMERICAS,Security Trust Agreement • September 12th, 2007 • Babcock & Brown Air LTD
This SECURITY TRUST AGREEMENT (this ‘‘Agreement’’), dated as of [ ], 2007, is made between BABCOCK & BROWN AIR FUNDING I LIMITED, a Bermuda exempted company (the ‘‘Issuer’’), the ISSUER SUBSIDIARIES listed on the signature pages of, or who otherwise become grantors under, this Agreement (the ‘‘Issuer Subsidiaries’’, and together with the Issuer, the ‘‘Grantors’’) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation (‘‘DBTCA’’) as the Trustee, the Security Trustee, the Cash Manager and the Operating Bank.
