CREDIT AGREEMENT dated as of April 26, 2006 among AERFUNDING 1 LIMITED, as Borrower, AERCAP IRELAND LIMITED individually and as Servicer, THE OTHER SERVICE PROVIDERS NAMED HEREIN, UBS REAL ESTATE SECURITIES INC. and THE OTHER FINANCIAL INSTITUTIONS...Credit Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
THIS CREDIT AGREEMENT is made and entered into as of April 26, 2006 among AERFUNDING 1 LIMITED, an exempted company organized and existing under the laws of Bermuda (the “Borrower”), AERCAP IRELAND LIMITED, a limited company incorporated and existing under the laws of Ireland (“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 limited company incorporated and existing under the laws of Ireland (“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”), AERCAP CASH MANAGER II LIMITED, a limited company incorporated and existing under the laws of Ireland (“ACML”), individually and as financial administrative agent
SENIOR CREDIT AGREEMENTSenior Credit Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
THIS SENIOR CREDIT AGREEMENT (this “Agreement”), dated as of April 26, 2006, among AerCap AT, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), CALYON New York Branch, as administrative agent for the Lenders as provided herein (the “Administrative Agent”), HSH Nordbank AG, as Syndication Agent; and Wachovia Bank N.A. and National City Bank, as Co-Documentation Agents.
SENIOR LOAN FACILITY AGREEMENT with respect to a US$[•] Senior secured loan facilitySenior Loan Facility Agreement • November 2nd, 2006 • AerCap Holdings N.V.
SECURITY TRUST AGREEMENT Dated as of April 26, 2006 among AERFUNDING 1 LIMITED and THE ADDITIONAL GRANTORS REFERRED TO HEREIN as the GrantorsSecurity Trust Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
This SECURITY TRUST AGREEMENT (this “Agreement”), dated as of April 26, 2006, is made among AERFUNDING 1 LIMITED, a company incorporated under the laws of Bermuda (the “Borrower”), the Aircraft Owning Entities, the Owner Trusts, the Applicable Intermediaries and other direct or indirect Subsidiaries of the Borrower listed on the signature pages of, or who otherwise become grantors under, this Agreement (each, a “Borrower Subsidiary”), the Owner Trustees listed on the signature pages of, or who otherwise become grantors under, this Agreement (such Owner Trustees, together with the Borrower Subsidiaries and the Borrower, each a “Grantor” and collectively the “Grantors”), UBS SECURITIES LLC (“UBSS”), as Administrative Agent (the “Administrative Agent”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a national banking association (“DBTCA”), as Collateral Agent (as defined below).
PLEDGE AGREEMENTPledge Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
THIS PLEDGE AGREEMENT (this “Agreement”), dated as of April 26, 2006 between AerCap, Inc. (the “Pledgor”) and CALYON New York Branch, as pledgee and Collateral Agent (the “Collateral Agent”).
Dated 23 April 2003Loan Agreement • November 2nd, 2006 • AerCap Holdings N.V.
GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
THIS GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”), dated as of April 26, 2006, among AeroTurbine, Inc., a Delaware corporation, each Subsidiary Guarantor of AeroTurbine, Inc., a party hereto (the “Subsidiary Guarantors”) and CALYON New York Branch, as Collateral Agent (the “Collateral Agent”).
AIRCRAFT ASSET SECURITY AGREEMENTAircraft Asset Security Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
AIRCRAFT ASSET SECURITY AGREEMENT, dated as of April 26, 2006 (the “Security Agreement”) among AeroTurbine, Inc., a Delaware corporation (the “Borrower”), each Subsidiary Guarantor of the Borrower a party hereto (the “Subsidiary Guarantors”), each Trust established by or for the benefit of the Borrower or a Subsidiary a party hereto (the “Trusts”) and CALYON New York Branch, as Collateral Agent (the “Collateral Agent”).
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • November 2nd, 2006 • AerCap Holdings N.V.
Affiliate means “verbundene Unternehmen” as such term is defined in Section 15 of the German Stock Corporation Act (Aktiengesetz – AktG);
STOCK PURCHASE AGREEMENT dated as of March 16, 2006 by and between AERCAP, INC. and NICOLAS FINAZZO, ROSE ANN FINAZZO and ROBERT B. NICHOLS with respect to all outstanding capital stock of AEROTURBINE, INC.Stock Purchase Agreement • November 2nd, 2006 • AerCap Holdings N.V. • New York
This STOCK PURCHASE AGREEMENT dated as of March 16, 2006 is made and entered into by and between AerCap, Inc., a Delaware corporation (“Purchaser”), and Mr. Nicolas Finazzo (“Nick”), Mrs. Rose Ann Finazzo (“Rose Ann”) and Mr. Robert B. Nichols (“Bob”; Nick, Rose Ann and Bob, each a “Seller”, and together, “Sellers”; and Nick and Bob, each a “Management Seller”; and together, “Management Sellers”). Capitalized terms not otherwise defined herein have the meanings set forth in Section 13.01.
