EXECUTION COPY

                            CREDIT AGREEMENT (2006-A)

                                  by and among

                    AIRCASTLE INVESTMENT HOLDINGS 2 LIMITED,
                        AIRCASTLE IRELAND NO. 3 LIMITED,

                                       and

                  THE BORROWERS PARTY HERETO FROM TIME TO TIME,
                                  as Borrowers,

                           JPMORGAN CHASE BANK, N.A.,
                     BEAR STEARNS CORPORATE LENDING INC. and
                                 CITIBANK, N.A.,
                                   as Lenders

                                       and

                           JPMORGAN CHASE BANK, N.A.,
                                    as Agent

                                       and

                THE OTHER LENDERS PARTY HERETO FROM TIME TO TIME

                          Dated as of February 28, 2006



                                TABLE OF CONTENTS



                                                                                  PAGE
                                                                                  ----

                                    ARTICLE I
                              Definitions and Terms

1.1.     Definitions...........................................................     1
1.2.     Rules of Interpretation...............................................    26

                                   ARTICLE II
                          The Revolving Credit Facility

2.1.     Revolving Loans.......................................................    27
2.2.     Payment of Interest...................................................    29
2.3.     Payment of Principal..................................................    29
2.4.     Manner of Payment.....................................................    30
2.5.     Notes.................................................................    31
2.6.     Pro Rata Payments.....................................................    31
2.7.     Reductions............................................................    31
2.8.     Conversions and Elections of Subsequent Interest Periods..............    32
2.9.     Increase and Decrease in Amounts......................................    32
2.10.    Fees..................................................................    32
2.11.    Deficiency Advances...................................................    32
2.12.    Use of Proceeds.......................................................    33
2.13.    Designation of Borrowing Affiliate; Releases..........................    33
2.14.    Joint and Several Liability...........................................    34
2.15.    Eligible Lease Involving Eligible Intermediary........................    35

                                   ARTICLE III
                                    Security

3.1.     Security..............................................................    36
3.2.     Further Assurances....................................................    36
3.3.     Information Regarding Collateral......................................    36
3.4.     Quiet Enjoyment.......................................................    36

                                   ARTICLE IV
                             Change in Circumstances

4.1.     Requirements of Law...................................................    37
4.2.     Limitation on Types of Loans..........................................    38
4.3.     Illegality............................................................    38
4.4.     Treatment of Affected Loans...........................................    39
4.5.     Compensation..........................................................    39
4.6.     Taxes.................................................................    40

                                    ARTICLE V
                           Conditions to Making Loans

5.1.     Conditions of Closing.................................................    42
5.2.     Conditions of Revolving Loans.........................................    44



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5.3.     Conditions of Subsequent Advances Under Revolving Loans...............    47

                                   ARTICLE VI
                         Representations and Warranties

6.1.     Organization and Authority............................................    48
6.2.     Loan Documents........................................................    49
6.3.     Solvency..............................................................    49
6.4.     Subsidiaries and Stockholders.........................................    49
6.5.     Ownership Interests...................................................    50
6.6.     Liens.................................................................    50
6.7.     Title to Properties...................................................    50
6.8.     Taxes.................................................................    50
6.9.     Other Agreements......................................................    51
6.10.    Litigation............................................................    51
6.11.    Federal Regulations...................................................    51
6.12.    Investment Company....................................................    51
6.13.    Patents, Etc..........................................................    52
6.14.    No Untrue Statement...................................................    52
6.15.    No Consents, Etc......................................................    52
6.16.    Employee Benefit Plans................................................    53
6.17.    No Default............................................................    53
6.18.    Environmental Laws....................................................    53
6.19.    Employment Matters....................................................    54
6.20.    Taxes.................................................................    54
6.21.    Parent Guarantor Representations and Warranties.......................    54

                                   ARTICLE VII
                              Affirmative Covenants

7.1.     Financial Reports, Etc................................................    54
7.2.     Maintain Properties...................................................    54
7.3.     Existence, Qualification, Etc.........................................    55
7.4.     Regulations and Taxes.................................................    55
7.5.     Insurance.............................................................    55
7.6.     True Books............................................................    55
7.7.     Right of Inspection...................................................    55
7.8.     Observe all Laws......................................................    56
7.9.     Governmental Licenses.................................................    56
7.10.    Covenants Extending to Other Persons..................................    56
7.11.    Officer's Knowledge of Default........................................    56
7.12.    Suits or Other Proceedings............................................    56
7.13.    Notice of Environmental Complaint or Condition........................    56
7.14.    Environmental Compliance..............................................    56
7.15.    Indemnification.......................................................    57
7.16.    Further Assurances....................................................    57
7.17.    Hedging Agreements....................................................    57
7.18.    Continued Operations..................................................    57
7.19.    Maintenance of Eligible Assets; Other Covenants and Restrictions; Non-



                                       ii





            Discrimination.....................................................    58
7.20.    Re-registration of Eligible Assets....................................    58
7.21.    Employee Benefit Plans................................................    58
7.22.    Accounts..............................................................    58
7.23.    Eligible Lease; Lessee Notice.........................................    58

                                  ARTICLE VIII
                               Negative Covenants

8.1.     Acquisitions..........................................................    58
8.2.     Capital Expenditures..................................................    59
8.3.     Liens.................................................................    59
8.4.     Indebtedness..........................................................    60
8.5.     Transfer of Assets....................................................    61
8.6.     Subsidiaries; Investments.............................................    61
8.7.     Merger or Consolidation...............................................    61
8.8.     Transactions with Affiliates..........................................    61
8.9.     Employee Benefit Plans; ERISA Affiliates; Employees...................    61
8.10.    Fiscal Year...........................................................    62
8.11.    Dissolution, etc......................................................    62
8.12.    Change in Control.....................................................    62
8.13.    Negative Pledge Clauses...............................................    62
8.14.    Partnerships..........................................................    62
8.15.    Business and Operations...............................................    62
8.16.    Ownership, Operation and Leasing of Financed Eligible Assets..........    62
8.17.    Bank Accounts.........................................................    63
8.18.    Representations Regarding Agent and Lenders...........................    63
8.19.    Bermuda Holding 2 Ltd.; AI 3 Ltd......................................    63
8.20.    Organizational Documents..............................................    63
8.21.    Permanent Capital Markets Financing...................................    63
8.22.    Borrowing Base Covenant...............................................    64

                                   ARTICLE IX
                       Events of Default and Acceleration

9.1.     Events of Default.....................................................    64
9.2.     Agent to Act..........................................................    68
9.3.     Cumulative Rights.....................................................    68
9.4.     No Waiver.............................................................    68
9.5.     Allocation of Proceeds................................................    68
9.6.     Activities of Eligible Carriers.......................................    69

                                    ARTICLE X
                                    The Agent

10.1.    Appointment, Powers, and Immunities...................................    69
10.2.    Reliance by Agent.....................................................    71
10.3.    Defaults..............................................................    71
10.4.    Rights as Lender......................................................    71
10.5.    Indemnification.......................................................    71



                                       iii





10.6.    Non-Reliance on Agent and Other Lenders...............................    71
10.7.    Resignation of Agent..................................................    71
10.8.    Fees..................................................................    72

                                   ARTICLE XI
                                  Miscellaneous

11.1.    Assignments and Participations........................................    72
11.2.    Notices...............................................................    74
11.3.    Right of Set-off; Adjustments.........................................    76
11.4.    Survival..............................................................    77
11.5.    Expenses..............................................................    77
11.6.    Amendments and Waivers................................................    77
11.7.    Counterparts..........................................................    78
11.8.    Return of Funds.......................................................    78
11.9.    Indemnification; Limitation of Liability..............................    78
11.10.   Severability..........................................................    80
11.11.   Entire Agreement......................................................    80
11.12.   Payments..............................................................    80
11.13.   Confidentiality.......................................................    80
11.14.   Governing Law; Waiver of Jury Trial...................................    81
11.15.   Judgment Currency.....................................................    82
11.16.   USA PATRIOT Act.......................................................    82
11.17.   Post-Closing Matters..................................................    82



                                       iv



EXHIBITS

EXHIBIT A          Applicable Commitment Percentages
EXHIBIT B          Form of Assignment and Acceptance
EXHIBIT C          Notice of Appointment (or Revocation) of Authorized
                      Representative
EXHIBIT D          Form of Borrowing Notice
EXHIBIT E          Form of Interest Rate Selection Notice
EXHIBIT F          Form of Note
EXHIBIT G-1        Form of Domestic Counsel Opinion
EXHIBIT G-2        Form of FAA Counsel Opinion at Funding
EXHIBIT G-3        Form of Foreign Counsel Opinion as to Borrower
EXHIBIT G-4        Form of Foreign Counsel Opinion as to Lease and Lessee
EXHIBIT H          Compliance Certificate
EXHIBIT I-1        Form of Facility Guaranty
EXHIBIT I-2        Form of Parent Guarantor Guaranty
EXHIBIT J          Form of Security Agreement
EXHIBIT K          List of Approved Aircraft Models
EXHIBIT L          Required Insurance on Each Aircraft
EXHIBIT M          Form of Lessee Notice
EXHIBIT N          Form of Account Control Agreement
EXHIBIT O          Form of Lockbox Agreement
EXHIBIT P          Monthly Servicer and Covenant Compliance Report
EXHIBIT Q          Form of Assumption Letter
EXHIBIT R          Borrowing Base Certificate
EXHIBIT S-1        Form of Pledge and Security Agreement (for pledged beneficial
                      interest in Holdings Subsidiary Trust)
EXHIBIT S-2        Form of Pledge and Security Agreement (for pledged interest
                      in Holdings SPC, Beneficial Owner, Applicable Intermediary
                      or other Subsidiary)
EXHIBIT S-3        Form of Bermuda Pledge
EXHIBIT S-4        Form of Irish Pledge

SCHEDULES

Schedule 1.1       Certain Persons who are not Eligible Assignees
Schedule 3.3       Information Regarding Collateral
Schedule 6.7       Existing Liens
Schedule 6.8       Tax Matters
Schedule 6.10      Litigation
Schedule 6.21      Accounts
Schedule 7.19(a)   Maintenance, Return, Alteration, Replacement, Pooling and
                      Lease
Schedule 8.4       Indebtedness


                                        v



                                CREDIT AGREEMENT

          THIS CREDIT AGREEMENT (2006-A), dated as of February 28, 2006 (as may
be amended, supplemented or otherwise modified from time to time, the
"Agreement"), is made by and among, AIRCASTLE INVESTMENT HOLDINGS 2 LIMITED, an
exempted company organized and existing under the laws of Bermuda ("Bermuda
Holding 2 Ltd."), AIRCASTLE IRELAND NO. 3 LIMITED, a limited liability company
incorporated in Ireland ("AI 3 Ltd."), and certain Holdings Subsidiary Trusts
and Holdings SPCs (as defined below) designated as Borrowing Affiliates
hereunder (such Holdings Subsidiary Trusts and Holdings SPCs being referred to
individually as a "Borrower" or collectively as the "Borrowers"), JPMORGAN CHASE
BANK, N.A., a national banking association, in its capacity as a Lender
("JPMCB"), BEAR STEARNS CORPORATE LENDING INC., a national banking corporation,
CITIBANK, N.A., a national banking association, and each other financial
institution executing and delivering a signature page hereto and each other
financial institution which may hereafter execute and deliver an instrument of
assignment with respect to this Agreement pursuant to Section 11.1 (such
financial institutions hereinafter being referred to individually as a "Lender"
or collectively as the "Lenders"), and JPMORGAN CHASE BANK, N.A., in its
capacity as agent for the Lenders (in such capacity, and together with any
successor agent appointed in accordance with the terms of Section 10.7, the
"Agent");

                                   WITNESSETH:

          WHEREAS, the Borrowers have requested that the Lenders make available
to the Borrowers a revolving credit facility of up to $500,000,000, the proceeds
of which are to be used solely to provide interim financing for the purchase or
refinancing by the Borrowers of Eligible Assets; and

          WHEREAS, the Lenders are willing to make such revolving credit
facility available to the Borrowers upon the terms and conditions set forth
herein;

          NOW, THEREFORE, the Borrowers, the Lenders and the Agent hereby agree
as follows:

                                    ARTICLE I

                              DEFINITIONS AND TERMS

          1.1. Definitions. For the purposes of this Agreement, in addition to
the definitions set forth above, the following terms shall have the respective
meanings set forth below:

          "$100,000,000 Capital Call" has the meaning given to such term in
     section 5.1(c).

          "AA LLC" means Aircastle Advisor LLC, a Delaware limited liability
     company and a direct wholly-owned subsidiary of the Parent.



          "AA Ireland Ltd." means Aircastle Advisor (Ireland) Limited, a limited
     company organized in Ireland and a direct wholly-owned subsidiary of the
     Parent.

          "ABS Ltd." means Aircastle Bermuda Securities Limited, an exempted
     company organized and existing under the laws of Bermuda.

          "Account" has the meaning given in the Lockbox Agreement.

          "Account Control Agreement" means an account control agreement in
     substantially the form of Exhibit N.

          "Acquisition" means the acquisition of any beneficial interest, equity
     interest or other ownership interest in another Person (including the
     purchase of an option, warrant or convertible or similar type security to
     acquire such interest at the time it becomes exercisable by the holder
     thereof), whether by purchase of such interest or upon exercise of an
     option or warrant for, or conversion of securities into, such interest.

          "Advance Rate" means at any time, the aggregate principal amount of
     the Loans outstanding hereunder, divided by the Borrowing Base.

          "Affiliate" means any Person (i) which directly or indirectly through
     one or more intermediaries controls, or is controlled by, or is under
     common control with any Guarantor or any Borrower; or (ii) which
     beneficially owns or holds 10% or more of any class of the outstanding
     voting stock (or in the case of a Person which is not a corporation, 10% or
     more of the equity interest or beneficial interest) of any Guarantor or any
     Borrower; or 10% or more of any class of the outstanding voting stock (or
     in the case of a Person which is not a corporation, 10% or more of the
     equity interest or beneficial interest) of which is beneficially owned or
     held by any Guarantor or any Borrower; provided, however, at the time any
     Guarantor registers any security issued by it pursuant to the Securities
     Act of 1933, as amended, the figure "10%" used in this definition shall
     automatically change to "5%" without further action; provided, further,
     that the term Affiliate, unless otherwise specified herein, shall only be
     deemed to refer to an "Affiliate" of any Parent Guarantor, as applicable,
     where such term is used in the Parent Guarantor Guaranty executed by the
     relevant Parent Guarantor, as applicable. The term "control" means the
     possession, directly or indirectly, of the power to direct or cause the
     direction of the management and policies of a Person, whether through
     ownership of voting stock, by contract or otherwise

          "AHC Ltd." means Aircastle Holding Corporation Limited, an exempted
     company organized and existing under the laws of Bermuda.

          "AI 2 Credit Agreement" means the 364-Day Senior Secured Credit
     Agreement, dated as of October 25, 2005 by and among: WELLS FARGO BANK
     NORTHWEST, NATIONAL ASSOCIATION, as trustee under each of trust agreement
     (MSN 333), trust Agreement (MSN 337) and trust Agreement (MSN 342) each
     dated as of October 19, 2005 with AI 2 Ltd. as trustor; AI 2 Ltd.,
     CITIBANK, N.A., a national banking


                                        2



     association, as a lender, the other lenders from time to time party thereto
     and CITIBANK, N.A., in its capacity as agent for the lenders thereunder.

          "AI 1 Ltd" means Aircastle Ireland No. 1 Limited, a limited liability
     company incorporated in Ireland and a wholly-owned subsidiary of Ireland
     Holding Ltd.

          "AI 2 Ltd" means Aircastle Ireland No. 2 Limited, a limited liability
     company incorporated in Ireland and a wholly-owned subsidiary of Ireland
     Holding Ltd.

          "AI 3 Ltd." has the meaning given such term in the preamble to this
     Agreement.

          "Aircraft" means any Stage III fixed wing airframe together with the
     jet Engines therefor (whether or not) affixed thereto.

          "Aircraft Portfolio" means the collective reference to all of the
     Eligible Assets owned by any Subsidiary of Bermuda Holding 2 Ltd. or AI 3
     Ltd. at any one time.

          "Applicable Borrower" means, with respect to any Financed Eligible
     Asset, the Borrower that has requested or received a Loan to enable such
     Borrower to purchase or refinance such Financed Eligible Asset.

          "Applicable Carrier" means, with respect to any Financed Eligible
     Asset, the Eligible Carrier that has leased such Financed Eligible Asset
     from the Applicable Borrower, or from the Applicable Intermediary in
     accordance with Section 2.15.

          "Applicable Commitment Percentage" means, with respect to each Lender
     at any time, a fraction, the numerator of which shall be such Lender's
     Revolving Credit Commitment and the denominator of which shall be the Total
     Revolving Credit Commitment, which Applicable Commitment Percentage for
     each Lender as of the Closing Date is as set forth in Exhibit A; provided
     that the Applicable Commitment Percentage of each Lender shall be increased
     or decreased to reflect any assignments to or by such Lender effected in
     accordance with Section 11.1.

          "Applicable Foreign Aviation Law" means, with respect to any Eligible
     Asset, any applicable law (other than the FAA Act) of any country or
     subdivision thereof, governing the registration, ownership, operation, or
     leasing of all or any part of such Eligible Asset, or the creation,
     recordation, maintenance, perfection or priority or Liens on all or any
     part of such Eligible Asset.

          "Applicable Foreign Jurisdiction" means, with respect to any Eligible
     Asset, any jurisdiction that administers an Applicable Foreign Aviation
     Law.

          "Applicable Intermediary" means, with respect to any Financed Eligible
     Asset, the Eligible Intermediary that has leased such Eligible Asset from
     the Applicable Borrower, and has leased such Eligible Asset to the
     Applicable Carrier, in each case in accordance with Section 2.15.

          "Applicable Lease Cure Period" has the meaning assigned thereto in
     Section 9.6.


                                        3



          "Applicable Lending Office" means, for each Lender and for each Type
     of Loan, the "Lending Office" for such Lender (or of an affiliate of such
     Lender) designated for such Type of Loan on the signature pages hereof or
     such other office of such Lender (or an affiliate of such Lender) as such
     Lender may from time to time specify to the Agent and the Borrowers by
     written notice in accordance with the terms hereof as the office by which
     its Loans are to be made and maintained.

          "Applicable Margin" means:

               (a)  with respect to the Eurodollar Rate, 1.25%; and

               (b)  with respect to the Base Rate, 0.25%.

          "Approved Improvements" means improvements made or added to an
     Eligible Asset acceptable to the Agent in its reasonable judgment.

          "Assignment and Acceptance" means an Assignment and Acceptance
     substantially in the form of Exhibit B (with blanks appropriately filled
     in) delivered to the Agent in connection with an assignment of a Lender's
     interest under this Agreement pursuant to Section 11.1.

          "Assumption Letter" means an Assumption Letter in substantially the
     form of Exhibit Q.

          "Authorized Representative" means any of the President, Chief
     Executive Officer, Chief Operating Officer, Chief Financial Officer or Vice
     President of the Parent, Bermuda Holding 2 Ltd. or AI 3 Ltd., as
     applicable, or any Beneficial Owner, in each case as authorized
     representative for each of the Borrowers, or any other Person expressly
     designated by the Board of Directors of each of the Borrowers (or the
     appropriate committee thereof) as an Authorized Representative of each of
     the Borrowers as set forth from time to time in a certificate in the form
     of Exhibit C.

          "Base Rate" means, for any day, the rate per annum equal to the sum of
     (a) the higher of (i) the Federal Funds Rate for such day plus one-half of
     one percent (0.5%) and (ii) the Prime Rate for such day, plus (b) the
     Applicable Margin. Any change in the Base Rate due to a change in the Prime
     Rate or the Federal Funds Rate shall be effective on the effective date of
     such change in the Prime Rate or Federal Funds Rate.

          "Base Rate Loan" means a Loan for which the rate of interest is
     determined by reference to the Base Rate.

          "Beneficial Owner" means, with respect to any Holdings Subsidiary
     Trust, either Aircastle Bermuda Holding 2 Ltd. or AI3 Ltd. or any Person
     who is a direct or indirect wholly-owned subsidiary of Bermuda Holding 2
     Ltd. or AI 3 Ltd., in any case holding a beneficial interest in such
     Holdings Subsidiary Trust.


                                        4



          "Bermuda Holding 1 Ltd." means Aircastle Investment Holdings Limited,
     an exempted company organized and existing under the laws of Bermuda and a
     direct wholly-owned subsidiary of AHC Ltd.

          "Bermuda Holding 1/AI 1 Credit Agreement" means that certain
     $600,000,000 third amended and restated credit agreement, dated as of
     October 24, 2005 (as may be further amended), made by and among Bermuda
     Holding 1 Ltd., AI 1 Ltd., ABH 12 Limited and certain other entities
     designated as borrowing affiliates thereunder, certain lenders and JPMorgan
     Chase Bank, N.A., as administrative agent.

          "Bermuda Holding 2 Ltd." has the meaning given to such term in the
     preamble to this Agreement.

          "Board" means the Board of Governors of the Federal Reserve System (or
     any successor body).

          "Borrower" has the meaning given to such term in the preamble to this
     Agreement.

          "Borrowing Affiliate" means any direct or indirect wholly-owned
     Subsidiary of Bermuda Holding 2 Ltd. or AI 3 Ltd. and any Holdings
     Subsidiary Trust or Holdings SPC that in either case is designated as a
     Borrowing Affiliate hereunder pursuant to Section 2.13 hereof.

          "Borrowing Base" means, as of any date of determination, the
     depreciated book value of all Eligible Assets owned by the Borrowers and
     their respective subsidiaries minus the sum of (i) the depreciated book
     value of any Unleasable Financed Eligible Asset and (ii) if a Borrowing
     Base Event occurs with respect to any Borrower or a Subsidiary thereof, the
     depreciated book value of each Financed Eligible Asset owned by such
     Borrower that suffered a Borrowing Base Event; provided, that on the date
     of the initial financing of the purchase of an Eligible Asset, the
     depreciated book value shall be deemed to equal the Purchase Price. Each
     calculation of the Borrowing Base shall apply the depreciated book value of
     the Eligible Asset as of the completed month end immediately prior to the
     date of determination.

          "Borrowing Base Certificate" means a certificate substantially in the
     form of Exhibit R.

          "Borrowing Base Covenant" has the meaning set forth with respect to
     such term in Section 8.22.

          "Borrowing Base Event" means, with respect to any Borrower, if (a) one
     or more judgments or orders where the amount not covered by insurance (or
     the amount as to which the insurer denies liability) is in excess of
     $250,000 is rendered against such Borrower or any Subsidiary thereof, or
     (b) there is any attachment, injunction or execution against any of such
     Borrower's or Subsidiaries' properties for any amount in excess of $250,000
     in the aggregate; and such judgment, attachment, injunction or


                                        5



     execution remains unpaid, unstayed, undischarged, unbonded or undismissed
     for a period of thirty (30) days.

          "Borrowing Notice" means the notice delivered by an Authorized
     Representative in connection with a Loan under the Revolving Credit
     Facility, in the form of Exhibit D.

          "Business Day" means, (i) with respect to any Base Rate Loan, any day
     which is not a Saturday, Sunday or a day on which banks in the State of New
     York are authorized or obligated by law, executive order or governmental
     decree to be closed and, (ii) with respect to any Eurodollar Rate Loan, any
     day which is a Business Day, as described above, and on which the relevant
     international financial markets are open for the transaction of business
     contemplated by this Agreement in London, England and New York, New York.

          "Calculation Date" mean the date three Business Days prior to each
     Payment Date.

          "Capital Expenditures" means, with respect to the Borrowers and their
     respective Subsidiaries, for any period the sum of (without duplication)
     (i) all expenditures (whether paid in cash or accrued as liabilities) by
     any Borrower or any Subsidiary during such period for items that would be
     classified as "property, plant or equipment" or comparable items on the
     consolidated balance sheet of such Borrower and its Subsidiaries, including
     without limitation all transactional costs incurred in connection with such
     expenditures provided the same have been capitalized, excluding, however,
     the amount of any Capital Expenditures paid for with proceeds of casualty
     insurance, as evidenced in writing and submitted to the Agent together with
     any compliance certificate delivered pursuant to Section 7.1(a) or (b), and
     (ii) with respect to any Capital Lease entered into by any Borrower or its
     Subsidiaries during such period, the present value of the lease payments
     due under such Capital Lease over the term of such Capital Lease applying a
     discount rate equal to the interest rate provided in such lease (or in the
     absence of a stated interest rate, that rate used in the preparation of the
     financial statements described in Section 7.1(a)), all the foregoing in
     accordance with GAAP.

          "Capital Leases" means all leases which have been or should be
     capitalized in accordance with GAAP as in effect from time to time
     including Statement No. 13 of the Financial Accounting Standards Board and
     any successor thereof.

          "Capital Stock" means, with respect to any Person, all of the shares,
     interests, rights, participations or other equivalents (however designated)
     of capital stock of (or other ownership or profit interests or units in)
     such Person and all of the warrants, options or other rights for the
     purchase, acquisition or exchange from such Person of any of the foregoing
     (including through convertible securities).

          "Cash Equivalents" means (i) securities issued or directly and fully
     guaranteed or insured by the United States Government, or any agency or
     instrumentality thereof, having maturities of not more than one year from
     the date of acquisition; (ii) marketable general obligations issued by any
     state of the United States of America or any political


                                        6



     subdivision of any such state or any public instrumentality thereof
     maturing within one year from the date of acquisition thereof and, at the
     time of acquisition thereof, having a credit rating of "A" or better from
     either Standard & Poor's Ratings Group or Moody's Investors Service, Inc.;
     (iii) certificates of deposit, time deposits, eurodollar time deposits,
     overnight bank deposits or bankers' acceptances having maturities of not
     more than one year from the date of acquisition thereof issued by any
     commercial bank the long-term debt of which is rated at the time of
     acquisition thereof at least "A" or the equivalent thereof by Standard &
     Poor's Rating Group, or "A" or the equivalent thereof by Moody's Investors
     Service, Inc., and having capital and surplus in excess of $500 million;
     (iv) repurchase obligations with a term of not more than seven days for
     underlying securities of the types described in clauses (i), (ii) and (iii)
     entered into with any bank meeting the qualifications specified in clause
     (iii) above; (v) commercial paper rated at the time of acquisition thereof
     at least "A-2" or the equivalent thereof by Standard & Poor's Rating Group
     or "P-2" or the equivalent thereof by Moody's Investors Service, Inc., or
     carrying an equivalent rating by a nationally recognized rating agency, if
     both of the two named rating agencies cease publishing ratings of
     investments, and in either case maturing within one year after the date of
     acquisition thereof; and (vi) interests in any investment company which
     invests solely in instruments of the type specified in clauses (i) through
     (v) above.

          "Change of Control" means, at any time, 100% of the beneficial
     ownership of (a) any Borrower or any Eligible Intermediary is not directly
     or indirectly owned by Bermuda Holding 2 Ltd. or AI 3 Ltd. or (b) Bermuda
     Holding 2 Ltd. or AI 3 Ltd. is not directly or indirectly owned by Parent.

          "Closing Date" means the date as of which this Agreement is executed
     by the Borrowers, the Lenders and the Agent and on which the conditions set
     forth in Section 5.1 have been satisfied.

          "Code" means the Internal Revenue Code of 1986, as amended, and any
     regulations promulgated thereunder.

          "Collateral" means, collectively, (i) all property of any Borrower,
     any Subsidiary, any Eligible Intermediary, Bermuda Holding 2 Ltd., AI 3
     Ltd. or any other Person in which the Agent or any Lender is granted a Lien
     as security for all or any portion of the Obligations under any Security
     Instrument including, without limitation, the Leases, the Pledged
     Interests, the Securitization Interests and the other collateral described
     in such Security Agreement, Pledge Agreement, Lockbox Agreement and other
     Security Instrument and (ii) the Parent Guarantor Collateral. For the
     avoidance of doubt, none of the Security Instruments shall provide for the
     grant of a perfected security interest in the Financed Eligible Assets.

          "Consolidated Net Income" means for any period, the consolidated net
     income (or loss) of the Parent and its Subsidiaries, determined on a
     consolidated basis in accordance with GAAP; provided that there shall be
     excluded (a) the income (or deficit) of any


                                        7



     Person accrued prior to the date it becomes a Subsidiary of the Parent or
     is merged into or consolidated with the Parent or any of its Subsidiaries,
     (b) the income (or deficit) of any Person (other than a Subsidiary of the
     Parent) in which the Parent or any of its Subsidiaries has an ownership
     interest, except to the extent that any such income is actually received by
     the Parent or such Subsidiary in the form of dividends or similar
     distributions, (c) the undistributed earnings of any Subsidiary of the
     Parent to the extent that the declaration or payment of dividends or
     similar distributions by such Subsidiary is not at the time permitted by
     the terms of any Contractual Obligation (other than under any Loan
     Document) or Requirement of Law applicable to such Subsidiary and (d) any
     gain realized upon the sale or other disposition of any property, plant or
     equipment of the Parent or its consolidated Subsidiaries involving aircraft
     financed pursuant to this Agreement or the Bermuda Holding 1/AI 1 Credit
     Agreement in a transaction in which the seller retains any residual or
     beneficial interest in the disposed asset.

          "Consolidated Net Worth" means at any date, all amounts that would, in
     conformity with GAAP, be included on a consolidated balance sheet of the
     Parent and its Subsidiaries under stockholders' equity at such date plus
     the uncalled portion of the $100,000,000 Capital Call.

          "Contingent Obligation" of any Person means all contingent liabilities
     required (or which, upon the creation or incurring thereof, would be
     required) to be included in the financial statements (including footnotes)
     of such Person in accordance with GAAP, including Statement No. 5 of the
     Financial Accounting Standards Board, all Rate Hedging Obligations and any
     obligation of such Person guaranteeing or in effect guaranteeing any
     Indebtedness, dividend or other obligation of any other Person (the
     "primary obligor") in any manner, whether directly or indirectly, including
     obligations of such Person however incurred:

               (1) to purchase such Indebtedness or other obligation or any
          property or assets constituting security therefor;

               (2) to advance or supply funds in any manner (i) for the purchase
          or payment of such Indebtedness or other obligation, or (ii) to
          maintain a minimum working capital, net worth or other balance sheet
          condition or any income statement condition of the primary obligor;

               (3) to grant or convey any lien, security interest, pledge,
          charge or other encumbrance on any property or assets of such Person
          to secure payment of such Indebtedness or other obligation;

               (4) to lease property or to purchase securities or other property
          or services primarily for the purpose of assuring the owner or holder
          of such Indebtedness or obligation of the ability of the primary
          obligor to make payment of such Indebtedness or other obligation; or

               (5) otherwise to assure the owner of the Indebtedness or such
          obligation of the primary obligor against loss in respect thereof.


                                        8



          "Continue", "Continuation", and "Continued" refers to the continuation
     pursuant to Section 2.8 hereof of a Eurodollar Rate Loan of one Type as a
     Eurodollar Rate Loan of the same Type from one Interest Period to the next
     Interest Period.

          "Convention" means the Convention on the International Recognition of
     Rights in Aircraft signed initially at Geneva in 1948, as the same may be
     amended, modified or supplemented from time to time.

          "Convert", "Conversion", and "Converted" refers to a conversion
     pursuant to Section 2.8 or Article IV of one Type of Loan into another Type
     of Loan.

          "Credit Agreement" has the meaning given to such term in the first
     recital to this Agreement.

          "Credit Party" means, collectively, each Borrower, each Eligible
     Intermediary, each Guarantor, and each other Person providing Collateral
     pursuant to any Security Instrument (other than the Parent Guarantors, none
     of which shall be deemed a Credit Party).

          "Default" means any event or condition which, with the giving or
     receipt of notice or lapse of time or both, would constitute an Event of
     Default hereunder, provided that if, pursuant to Section 9.6, such event or
     condition is not deemed to be a breach of the Credit Parties' obligations
     under this Agreement and the other Loan Documents, such event or condition
     shall not be deemed to be a "Default" except for the purposes of Section
     7.11, the first two sentences of Section 10.3, the Compliance Certificate
     in the form of Exhibit H, and Section 4 of the Borrowing Base Certificate
     in the form of Exhibit R.

          "Default Rate" means (i) with respect to each Eurodollar Rate Loan,
     until the end of the Interest Period applicable thereto, a rate of two
     percent (2%) above the Eurodollar Rate applicable to such Loan, and
     thereafter at a rate of interest per annum which shall be two percent (2%)
     above the Base Rate, (ii) with respect to Base Rate Loans, at a rate of
     interest per annum which shall be two percent (2%) above the Base Rate and
     (iii) in any case, the maximum rate permitted by applicable law, if lower.

          "Depositary Bank" means a bank, trust company or other Person,
     satisfactory to the Agent, that executes the Lockbox Agreement in the
     capacity of "Depositary Bank" thereunder.

          "Dollars" and the symbol "$" means dollars constituting legal tender
     for the payment of public and private debts in the United States of
     America.

          "Eligible Aircraft" means any Aircraft which satisfies each of the
     following requirements:

               (a) such Aircraft is a Stage III aircraft and is one of the
          models listed on Exhibit K attached hereto;


                                        9



               (b) such Aircraft is owned by the Applicable Borrower;

               (c) such Aircraft is covered by all of the insurance described on
          Exhibit L attached hereto and the Agent (for itself and on behalf of
          the Lenders) is named as loss payee or contract party on the hull
          insurance and is named as an additional insured or contract party on
          the liability insurance;

               (d) neither the Applicable Carrier (if any) nor the Applicable
          Intermediary (if any) is organized under the laws of, or domiciled in,
          any Prohibited Country; and

               (e) the age of such Aircraft is (i) in the case of a passenger
          aircraft, 19 years or less and (ii) in the case of a freighter
          aircraft, 25 years or less, in each case measured from the date of
          original manufacture as a passenger aircraft or a freighter aircraft,
          as the case may be, to the date of the original Loan made or to be
          made in respect of such Eligible Aircraft.

          "Eligible Asset" means an Eligible Aircraft or an Eligible Engine.

          "Eligible Assignee" means (i) a Lender, (ii) an affiliate of a Lender
     that is a "resident" (as that term is used in the Treaty) of the U.S. or a
     "qualified person" (as that term is used in the Treaty) and (iii) any other
     Person approved by the Agent (such consent not to be unreasonably withheld
     or delayed) that is either (A) a resident of the U.S., (B) a qualified
     person under the Treaty or (C) a "bank" (as that term is used in Article 23
     of the Treaty) that is a resident of Ireland or, if not such a resident, in
     whose hands the income from the Loans is attributable to a permanent
     establishment of such Persons in the U.S. or Ireland; provided, however,
     that (x) neither any Borrower nor an affiliate of any Borrower shall
     qualify as an Eligible Assignee and (y) unless a Default or Event of
     Default has occurred and is continuing, none of the Persons listed on
     Schedule 1.1 shall qualify as an Eligible Assignee unless the Parent shall
     have consented to such qualification, such consent not to be unreasonably
     withheld or delayed.

          "Eligible Carrier" means any air carrier duly licensed to carry
     passengers or cargo under applicable law, foreign or domestic.

          "Eligible Engine" means any Engine suitable for use on an Eligible
     Aircraft.

          "Eligible Intermediary" means, with respect to any Financed Eligible
     Asset, Bermuda Holding 2 Ltd. or AI 3 Ltd. or a Person that is a direct or
     indirect wholly-owned subsidiary of Bermuda Holding 2 Ltd. or AI 3 Ltd.

          "Eligible Lease" or "Eligible Leases" means a fully-executed Lease by
     a Borrower or Eligible Intermediary (as lessor) to an Eligible Carrier (as
     lessee) of an Eligible Asset, which Lease satisfies each of the following
     requirements:

               (a) such Lease is a "triple net lease" (subject to any
          arrangement whereby the Borrower and the Eligible Carrier agree to
          share certain expenses relating to aircraft or engine maintenance,
          directives, service bulletins or similar


                                       10



          items) and requires the lessee to maintain the insurance described in
          Exhibit L attached hereto with respect to such Eligible Asset, and to
          bear all risk of loss, damage or liability with respect to such
          Eligible Asset;

               (b) if the Eligible Carrier is domiciled in the United States,
          the lessor is entitled to the benefits of Section 1110 of the U.S.
          bankruptcy code with respect to the lessor's rights against such
          lessee, including without limitation the rights to require performance
          of such lessee's obligations under the Lease or return such Eligible
          Asset during such lessee's bankruptcy or insolvency;

               (c) such Lease requires the lessee to comply with covenants and
          restrictions regarding the maintenance, return, alteration,
          replacement, pooling and sublease of such Eligible Asset, which
          covenants and restrictions satisfy the requirements of Section 7.19(a)
          and Schedule 7.19(a) hereto;

               (d) if such Lease contains a purchase option, the expected
          exercise price is equal to or greater than the expected outstanding
          principal and accrued interest on all Loans relating to such Eligible
          Asset as of the date of exercise of such option;

               (e) such Lease prohibits the lessee from flying or locating such
          Eligible Asset in any country in violation of the applicable laws of
          any jurisdiction;

               (f) such Lease provides rent payments in US dollars and contains
          customary covenants and restrictions relating to re-registration of
          such Eligible Asset; which covenants and restrictions satisfy the
          requirements of the Security Agreement;

               (g) at the time of any Loan hereunder relating to such Eligible
          Asset or, if later, at the time of the entering into such Lease, 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 to be paid in advance for a rental
          period in accordance with the Lease terms is not deemed to be a
          prepayment;

               (h) at the time of any Loan relating to such Eligible Asset or,
          if later, at the time of the delivery of such Eligible Asset under
          such Lease, the applicable lessor shall have delivered a Lessee Notice
          to the applicable lessee; and

               (i) either (i) such Lease is a "true lease" lease (and not a
          lease intended as security) under applicable commercial law and other
          applicable law relating to creditors' rights and bankruptcy; or (ii)
          such Lease grants to such Borrower, and such Borrower has at all times
          under the FAA Act (in the case of Eligible Assets registered in the
          United States), a perfected first priority mortgage Lien on such
          Eligible Asset (subject only to Permitted Liens), which Lien has been
          assigned to the Agent;


                                       11



provided, however, that in the circumstances described in Section 2.15,
"Eligible Lease" means, individually and collectively, (X) a fully-executed
Lease by a Borrower (as lessor) to the Applicable Intermediary (as lessee) of an
Eligible Asset, 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
Financed Eligible Asset, which Eligible Carrier is not a U.S. Carrier, and which
Lease is identical in all material respects (other than the Persons that are
lessor and lessee) to the Lease described in clause (X) above, and which Lease
satisfies all the requirements for an "Eligible Lease" set forth in clauses (a)
through (i) above, except that the lessor is not a Borrower.

          "Employee Benefit Plan" means, at a particular time, any employee
     benefit plan that is covered by ERISA and in respect of which any Guarantor
     or any Borrower or any of their respective ERISA Affiliates is (or, if such
     plan were terminated at such time, would under Section 4069 of ERISA be
     deemed to be) an "employer" as defined in Section 3(5) of ERISA.

          "Engine" means any aircraft jet engine.

          "Environmental Laws" means any federal, state or local 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.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time.

          "ERISA Affiliate" means an entity, whether or not incorporated, that
     is under common control with any Guarantor or any Borrower within the
     meaning of Section 4001 of ERISA or is part of a group that includes any
     Guarantor or any Borrower and that is treated as a single employer within
     the meaning of Section 414 of the Code.

          "Eurodollar Rate" means the interest rate per annum calculated
     according to the following formula:

     Eurodollar          Interbank Offered Rate          Applicable
                  ------------------------------------
     Rate       =        1- Reserve Requirement        + Margin

          "Eurodollar Rate Loan" means a Loan for which the rate of interest is
     determined by reference to the Eurodollar Rate.

          "Event of Default" means any of the occurrences set forth as such in
     Section 9.1.


                                       12



          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
     and the regulations promulgated thereunder.

          "FAA" means the United States Federal Aviation Administration.

          "FAA Act" means 49 U.S.C. Subtitle VII, Sections 40101 et seq., as
     amended from time to time, any regulations promulgated thereunder and any
     successor provision.

          "FAA Counsel" means DeBee & Gilchrist, Daugherty, Fowler and Peregrin,
     Haught and Jenson, Crowe & Dunlevy, or any other law firm having nationally
     recognized expertise in FAA matters acceptable to the Agent.

          "FAA Recording Office" means the office of the FAA in Oklahoma City,
     Oklahoma, maintained as the office for the recordation of Liens on Eligible
     Assets and pursuant to the FAA Act, and any successor or additional office
     performing the same or a comparable function.

          "Facility Guaranty" means each Guaranty Agreement between one or more
     Guarantors and the Agent for the benefit of the Lenders (substantially in
     the form of Exhibit I-1 attached hereto), delivered as of the Closing Date
     and otherwise pursuant to Section 2.13, 5.1 or 5.2, as the same may be
     amended, modified or supplemented from time to time.

          "Federal Funds Rate" means, for any day, the rate per annum (rounded
     upwards, if necessary, to the nearest 1/100 of 1%) 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 Federal Reserve Bank of New York 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 charged to the Agent (in its individual capacity)
     on such day on such transactions as determined by the Agent.

          "Fee Letter" means the Fee Letter dated February 28, 2006, by JPMorgan
     Chase Bank, N.A., J.P. Morgan Securities Inc., Bear Stearns & Co. Inc.,
     Bear Stearns Corporate Lending Inc., Citigroup Global Markets, Inc. and
     accepted and agreed to by the Parent.

          "Fee Payment Date" means, for any month in which a commitment fee is
     due, the twentieth (20th ) calendar day of each calendar month (or, if such
     day is not a Business Day, on the next succeeding Business Day).

          "Financed Aircraft" with respect to any Loan means, collectively, each
     Eligible Aircraft, the acquisition of which was or is to be financed or
     refinanced in whole or in part by such Loan.


                                       13



          "Financed Eligible Asset" with respect to any Loan means,
     collectively, each Eligible Aircraft or Eligible Engine, or part thereof,
     the acquisition of which was or is to be financed or refinanced in whole or
     in part by such Loan.

          "Fiscal Year" means the twelve-month fiscal period of the Parent and
     its Subsidiaries commencing on January 1 of each calendar year and ending
     on December 31 of each calendar year.

          "Foreign Benefit Law" means any applicable statute, law, ordinance,
     code, rule, regulation, order or decree of any foreign nation or any
     province, state, territory, protectorate or other political subdivision
     thereof regulating, relating to, or imposing liability or standards of
     conduct concerning, any Employee Benefit Plan.

          "GAAP" or "Generally Accepted Accounting Principles" means generally
     accepted accounting principles, being those principles of accounting set
     forth in pronouncements of the Financial Accounting Standards Board, the
     American Institute of Certified Public Accountants or which have other
     substantial authoritative support and are applicable in the circumstances
     as of the date of a report.

          "Governmental Authority" means any Federal, state, municipal, national
     or other government (whether foreign or domestic and including the European
     Union) or governmental department, commission, board, bureau, court, agency
     or instrumentality or political subdivision thereof or any entity or
     officer exercising executive, legislative, judicial, regulatory or
     administrative functions of or pertaining to any government or any court,
     in each case whether associated with a state or local government of the
     United States, the United States, or a foreign entity or foreign
     government.

          "Guarantors" means, at any date, the collective reference to Bermuda
     Holding 2 Ltd., AI 3 Ltd. and the Beneficial Owners, Eligible
     Intermediaries and Subsidiaries who are required to be parties to a
     Facility Guaranty at such date. For the avoidance of doubt, Guarantor shall
     not refer to any Person that is a Parent Guarantor.

          "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.

          "Hedging Agreement" means one or more agreements between any Borrower
     or any Guarantor and any Lender or any Affiliate thereof, on terms mutually
     acceptable to such Borrower or any Guarantor and such Lender (or
     Affiliate), which agreements create Rate Hedging Obligations.

          "Holdings SPC" means a Subsidiary, 100% of the voting and equity
     interests in which are owned directly or indirectly by Bermuda Holding 2
     Ltd. or AI 3 Ltd..

          "Holdings Subsidiary Trust" means any trust (a) that is organized
     under the laws of a state of the United States, (b) whose trustee is a
     Qualified Trustee and (c) in which


                                       14



     100% of all beneficial interests are owned directly by Bermuda Holding 2
     Ltd. or AI 3 Ltd. or a direct or indirect wholly-owned Subsidiary of
     Bermuda Holding 2 Ltd. or AI 3 Ltd..

          "Indebtedness" means with respect to any Person, without duplication,
     all Indebtedness for Money Borrowed, all indebtedness of such Person for
     the acquisition of property or arising under Rate Hedging Obligations, all
     indebtedness secured by any Lien on the property of such Person whether or
     not such indebtedness is assumed, all liability of such Person by way of
     endorsements (other than for collection or deposit in the ordinary course
     of business), all Contingent Obligations, and other items which in
     accordance with GAAP is required to be classified as a liability on a
     balance sheet; but excluding all accounts payable in the ordinary course of
     business so long as payment therefor is due within one year; provided that
     in no event shall the term Indebtedness include surplus and retained
     earnings, lease obligations (other than pursuant to Capital Leases),
     reserves for deferred income taxes and investment credits, other deferred
     credits or reserves or deferred compensation obligations.

          "Indebtedness for Money Borrowed" means with respect to any Person,
     without duplication, all indebtedness in respect of money borrowed, as
     reflected on the balance sheet of such Person in accordance with GAAP,
     including without limitation all Capital Leases and the deferred purchase
     price of any property or asset, evidenced by a promissory note, bond,
     debenture or similar written obligation for the payment of money (including
     conditional sales or similar title retention agreements), other than trade
     payables incurred in the ordinary course of business.

          "Individual Eligible Asset Borrowing Base" with respect to any
     Eligible Asset as of any date means the depreciated book value or Purchase
     Price, as applicable, of such Eligible Asset as of such date.

          "Insolvency" means, with respect to any Multiemployer Plan, the
     condition that such Plan is insolvent within the meaning of Section 4245 of
     ERISA.

          "Insolvent" means to pertain to a condition of Insolvency.

          "Interbank Offered Rate" means, with respect to any Eurodollar Rate
     Loan for the Interest Period applicable thereto, the rate per annum
     (rounded upwards, if necessary), to the nearest 1/100 of 1%) appearing on
     Telerate Page 3750 (or any successor page) as the London interbank offered
     rate for deposits in Dollars at approximately 11:00 A.M. (London time) two
     Business Days prior to the first day of such Interest Period for a term
     comparable to such Interest Period (or, if no such comparable term is
     quoted, an interpolated rate as reasonably determined by the Agent). If for
     any reason such rate is not available, the term "Interbank Offered Rate"
     shall mean, with respect to any Eurodollar Rate Loan for the Interest
     Period applicable thereto, the rate per annum (rounded upwards, if
     necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO
     Page as the London interbank offered rate for deposits in Dollars at
     approximately 11:00 A.M. (London time) two Business Days prior to the first
     day of such Interest Period for a term comparable to such Interest Period;
     provided, however, if more than


                                       15



     one rate is specified on Reuters Screen LIBO Page, the applicable rate
     shall be the arithmetic mean of all such rates (rounded upwards, if
     necessary, to the nearest 1/100 of 1%).

          "Interest Period" means, for each Eurodollar Rate Loan, a period
     commencing on the date such Eurodollar Rate Loan is made or Converted or on
     the last day of the preceding Interest Period, as the case may be, and
     ending on (x) the next occurring day that is the fifteenth day of a
     calendar month or (y) in the case of an Interest Period of one week, the
     last day of such week (provided, that Interest Periods of one week in
     duration may not be selected by a Borrower other than in anticipation of a
     prepayment of a Loan); provided, that,

               (a) if an Interest Period for a Eurodollar Rate Loan would end on
          a day which is not a Business Day, such Interest Period shall be
          extended to the next Business Day (unless such extension would cause
          the applicable Interest Period to end in the succeeding calendar
          month, in which case such Interest Period shall end on the next
          preceding Business Day); and

               (b) except in the case of a one-week Interest Period, any
          Interest Period which begins on the last Business Day of a calendar
          month (or on a day for which there is no numerically corresponding day
          in the calendar month at the end of such Interest Period) shall end on
          the last Business Day of a calendar month.

          "Interest Rate Selection Notice" means the written notice delivered by
     an Authorized Representative in connection with the election of a
     subsequent Interest Period for any Eurodollar Rate Loan or the Conversion
     of any Base Rate Loan into a Eurodollar Rate Loan, in the form of Exhibit
     E.

          "Investment" means with respect to any Person, all investments by such
     Person in other Persons (including Affiliates) in the form of any direct or
     indirect advance, loan (other than advances to customers in the ordinary
     course of business) or other extension of credit (including by way of
     Guarantee or similar arrangement, but excluding any debt or extension of
     credit represented by a bank deposit other than a time deposit) or capital
     contribution to (by means of any transfer of cash or other property to
     others or any payment for property or services for the account or use of
     others), or any purchase or acquisition of Capital Stock, Indebtedness or
     other similar instruments issued by, such Person and all other items that
     are or would be classified as investments on a balance sheet prepared in
     accordance with GAAP; provided that none of the following will be deemed to
     be an Investment: (a) Rate Hedging Obligations entered into in the ordinary
     course of business and in compliance with this Agreement; (b) endorsements
     of negotiable instruments and documents in the ordinary course of business;
     and (c) an acquisition of assets, Capital Stock or other securities by a
     Credit Party or a Subsidiary for consideration to the extent such
     consideration consists of common equity securities of a Credit Party.

          "Ireland Holding Ltd." means Aircastle Ireland Holding Limited, a
     limited company incorporated in Ireland.


                                       16



          "Joint Lead Arrangers" means J.P. Morgan Securities Inc., Bear Stearns
     & Co. Inc. and Citigroup Global Markets, Inc.

          "Lease Event of Default" means any event characterized as an "event of
     default" (or the equivalent) under any Lease of any Eligible Asset (or that
     would be so characterized assuming the sending of any required notice by
     the lessor in a timely manner).

          "Lender" has the meaning given to such term in the preamble to this
     Agreement.

          "Lessee Notice" means a certificate in form and substance reasonably
     acceptable to the Agent, duly completed and executed by an Applicable
     Borrower with respect to an Eligible Asset; and the Agent agrees that the
     form of Lessee Notice attached hereto as Exhibit M is acceptable.

          "Lien" means any interest in property securing any obligation owed to,
     or a claim by, a Person other than the owner of the property, whether such
     interest is based on the common law, statute or contract, and including but
     not limited to the lien or security interest arising from a mortgage,
     encumbrance, pledge, security agreement, conditional sale or trust receipt
     or a lease, consignment or bailment for security purposes. For the purposes
     of this Agreement, any Borrower and any Subsidiary shall be deemed to be
     the owner of any property which it has acquired or holds subject to a
     conditional sale agreement, financing lease, or other arrangement pursuant
     to which title to the property has been retained by or vested in some other
     Person for security purposes.

          "Loan" or "Loans" means any of the Revolving Loans.

          "Loan Documents" means this Agreement, the Notes (if any), the
     Security Instruments, the Parent Guarantor Guaranties, the Facility
     Guaranties, the Assumption Letters, the Fee Letters and all other
     instruments and documents heretofore or hereafter executed or delivered to
     or in favor of any Lender or the Agent in connection with the Loans made
     and transactions contemplated under this Agreement, as the same may be
     amended, supplemented or replaced from the time to time.

          "Lockbox Agreement" means a lockbox agreement between any Beneficial
     Owner (if applicable), any Borrower, the Depositary Bank and the Agent
     substantially the form of Exhibit O hereto, as supplemented from time to
     time in accordance with the terms thereof.

          "Manufacturer" means any manufacturer of any Financed Eligible Asset.

          "Manufacturer's Warranty" means any warranty made or offered by any
     Manufacturer with respect to any Financed Eligible Asset.

          "Material Adverse Effect" means a material adverse effect on (i) the
     ability of the Credit Parties and the Parent Guarantors, taken as a whole,
     to pay or perform their respective obligations, liabilities and
     indebtedness under the Loan Documents as such payment or performance
     becomes due in accordance with the terms thereof, or (ii) the


                                       17



     rights, powers and remedies of the Agent or any Lender under any Loan
     Document or the validity, legality or enforceability thereof.

          "Moody's" means Moody's Investors Service, Inc. and any successor
     thereto.

          "Monthly Servicer and Covenant Compliance Report" means the report
     substantially in the form of Exhibit P to be attached hereto and made part
     of this Agreement pursuant to Section 11.17.

          "Multiemployer Plan" means an Employee Benefit Plan that is a
     "multiemployer plan" as defined in Section 4001(a)(3) of ERISA to which any
     Borrower 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.

          "Non Recourse Indebtedness" Indebtedness (i) as to which no Parent
     Guarantor (a) provides any guarantee or credit support of any kind
     (including any undertaking, guarantee, indemnity, agreement or instrument
     that would constitute Indebtedness) or (b) is directly or indirectly liable
     as a guarantor or otherwise, other than, in the case of clauses (a) and (b)
     above, (1) any pledge of any ownership interest in a Subsidiary, not
     included in the Parent Guarantor Collateral, (2) any guarantee or other
     support in respect of obligations in connection with the purchase of any
     aircraft related assets or (3) in connection with the lease of any aircraft
     related asset pursuant to which a Subsidiary is the Lessor, and (ii) the
     terms of which provide that there is no recourse against any of the assets
     of (x) the Parent Guarantors (other than (1) ownership interests in
     Subsidiaries of any Parent Guarantor not included in the Parent Guarantor
     Collateral, (2) to the extent attributable to any guarantee or other
     support in respect of obligations in connection with the purchase of any
     aircraft related assets or (3) in connection with the lease of any aircraft
     related asset pursuant to which a Subsidiary is the Lessor), or (y) Bermuda
     Holding 1 Ltd., AI 1 Ltd., AI 2 Ltd. or AI 3 Ltd. or, in the case of the
     entities in this clause (y) only, any of their respective Subsidiaries.

          "Notes" means, collectively, the promissory notes (if any) of the
     Borrowers evidencing Revolving Loans executed and delivered to the Lenders
     as provided in Section 2.5 substantially in the form of Exhibit F, with
     appropriate insertions as to amounts, dates and names of Lenders.

          "Obligations" means the unpaid principal of and interest on
     (including, without limitation, interest accruing after the maturity of the
     Loans and interest accruing after the filing of any petition in bankruptcy,
     or the commencement of any insolvency, reorganization or like proceeding,
     relating to Bermuda Holding 2 Ltd., AI 3 Ltd., or any Borrower, whether or
     not a claim for post-filing or post-petition interest is allowed in such
     proceeding) the Loans and all other obligations and liabilities of Bermuda
     Holding 2 Ltd., AI 3 Ltd. or any Borrower to the Agent (acting in any
     capacity) or to any Lender (or, in the case of Rate Hedging Obligations,
     any affiliate of any Lender), whether direct or indirect, absolute or
     contingent, due or to become due, or now existing or hereafter incurred,
     which may arise under, out of, or in connection with, this Agreement, any
     other Loan Document, any Rate Hedging Obligation entered into with any
     Lender or any


                                       18



     affiliate of any Lender or any other document made, delivered or given in
     connection herewith or therewith, whether on account of principal,
     interest, reimbursement obligations, fees, indemnities, costs, expenses
     (including, without limitation, all fees, charges and disbursements of
     counsel to the Agent (acting in any capacity) or to any Lender that are
     required to be paid by Bermuda Holding 2 Ltd., AI 3 Ltd. or any Borrower
     pursuant thereto) or otherwise.

          "Operating Circular" means an operating circular issued by the Federal
     Reserve Bank.

          "Organizational Action" means with respect to any corporation, limited
     liability company, partnership, limited partnership, limited liability
     partnership, trust or other legally authorized incorporated or
     unincorporated entity, any corporate, organizational or partnership action
     (including any required shareholder, trustee, member or partner action), or
     other similar official action, as applicable, taken by 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, (i) the articles of incorporation, certificate of
     incorporation, articles of organization, certificate of limited
     partnership, trust agreement or other applicable organizational or charter
     documents relating to the creation of such entity which will, in each case,
     contain provisions reasonably satisfactory to the Lenders to ensure such
     entity's bankruptcy remoteness, including provisions relating to the
     appointment of a special member or independent director, the consent of
     which will be required to approve any decisions related to bankruptcy
     matters and (ii) the bylaws, operating agreement, partnership agreement,
     limited partnership agreement or other applicable documents relating to the
     operation, governance or management of such entity.

          "Parent" means Aircastle Investment Limited, an exempted company
     organized and existing under the laws of Bermuda.

          "Parent Guarantor Collateral" means, collectively, all property of the
     Parent or any other Parent Guarantor in which the Agent or any Lender is
     granted a Lien as security for all or any portion of the Obligations under
     any Security Instrument including, without limitation, the Pledged
     Interests described in the Parent and Parent Guarantor Pledge Agreements.

          "Parent Guarantor Guaranty" means each Guaranty Agreement between each
     Parent Guarantor and the Agent for the benefit of the Lenders
     (substantially in the form of Exhibit I-2 attached hereto), delivered as of
     the Closing Date, and otherwise pursuant to Section 7.16, as the same may
     be amended, modified or supplemented from time to time as the same may be
     amended, modified or supplemented from time to time.

          "Parent Guarantors" means the collective reference to the Parent, AA
     LLC, ABS Ltd., AHC Ltd., AA Ireland Ltd. and Ireland Holding Ltd.


                                       19



          "Parent IPO" means the issuance by the Parent or any direct or
     indirect parent of Parent of its Capital Stock in an underwritten primary
     public offering (other than a public offering pursuant to a registration
     statement on Form S-8) pursuant to an effective registration statement
     filed with the SEC in accordance with the Securities Act (whether alone or
     in connection with a secondary public offering).

          "Partnership Interests" has the meaning therefor provided in the
     Pledge Agreement.

          "Payment Date" means any date provided for herein on which the
     principal of, interest on or other amounts in respect of the Loans is due
     and payable.

          "PBGC" means the Pension Benefit Guaranty Corporation established
     pursuant to Subtitle A of Title IV of ERISA and any successor thereto.

          "Permanent Capital Markets Financing" means a securitization of any
     interests in or leases of Eligible Assets, enhanced equipment trust
     certificate or other permanent aircraft or engine-secured public or private
     capital markets transaction (which, in each case, does not constitute
     bridge or interim financing) for the benefit of any Parent Guarantor,
     Bermuda Holding 2 Ltd. or AI 3 Ltd. or a subsidiary of Bermuda Holding 2
     Ltd. or AI 3 Ltd., occurring after the date hereof.

          "Permitted Lien" means any Lien permitted by Section 8.3.

          "Person" means an individual, partnership, corporation, limited
     liability company, limited liability partnership, business trust, joint
     stock company, trust, unincorporated association, joint venture,
     Governmental Authority or other entity of whatever nature.

          "Pledge Agreement" means, collectively (or individually as the context
     may indicate), (i) those certain Pledge and Security Agreements or Share
     Charges dated as of the date hereof entered into by either AHC Ltd., AA
     Ireland Ltd., Ireland Holding Ltd. in favor of the Agent (for the benefit
     of the Agent and the Lenders), and (ii) any additional Pledge and Security
     Agreement or Share Charge (substantially in the form of Exhibit S-1, S-2,
     S-3 or S-4 attached hereto, as applicable), delivered to the Agent pursuant
     to Section 5.1, 5.2 or 2.13, as hereafter amended, supplemented or replaced
     from time to time.

          "Pledged Interests" means the interests so defined in the Pledge
     Agreement including, without limitation, all Capital Stock of AA LLC, ABS
     Ltd., AA Ireland Ltd., AHC Ltd., Ireland Holding Ltd., Bermuda Holding 2
     Ltd. and AI 3 Ltd. and all Securitization Interests.

          "Prime Rate" means the per annum rate of interest established from
     time to time by the Reference Bank as its prime or reference rate, which
     rate may not be the lowest rate of interest charged by the Reference Bank
     to its customers.

          "Principal Office" means the principal office of the Agent presently
     located at 270 Park Avenue, New York, New York 10017 or such other office
     and address as the Agent may from time to time designate. Payments shall be
     made to the account specified in the


                                       20



     Lockbox Agreement or to such other account as the Agent may from time to
     time specify in writing.

          "Prohibited Countries" means any country in which an Aircraft or
     Engine would not be covered by the insurance requirements of Section 3.7 of
     the Security Agreement (including, if required, political risk insurance),
     any country with which the United States does not maintain normal
     diplomatic relations and any country where or with nationals of which it is
     unlawful for Persons subject to the jurisdiction of the United States to
     conduct business without material restrictions or limitations.

          "Purchase Price" with respect to any Eligible Assets means the actual
     purchase price paid for such Eligible Assets by the Applicable Borrower,
     together with all other reasonable out of pocket expenses (including
     reasonable attorneys fees of each of the Borrower and the Agent) incurred
     or which is estimated by the Borrower to be incurred in respect of such
     Eligible Assets, in each case reasonably acceptable to the Agent.

          "Qualified Conversion" means the conversion of a Financed Aircraft
     from passenger configuration to a freighter configuration that meets the
     following conditions: (a) such conversion is performed by a conversion
     company that is well established with a program that has an FAA granted
     Supplemental Type Certificate to perform the intended work; (b) the
     conversion work is performed pursuant to a contract, assigned to the
     Lenders as collateral security, on terms and conditions that are reasonably
     acceptable to the Lenders; and (c)(i) the senior unsecured long-term debt
     rating of the conversion company is not less than BBB/Baa2 or (ii) the
     conversion company has caused a performance bond, letter of credit or other
     security naming the Agent as beneficiary, in an amount equal to 125% of the
     Loan of such Financed Aircraft, in each case in form and substance
     satisfactory to the Lenders to be issued by a surety or other Person
     customarily engaged in the performance bonding and surety business or
     issuing letters of credit reasonably acceptable to the Lenders.

          "Qualified Trustee" means (i) Wilmington Trust Company, Wells Fargo
     Bank Northwest, N.A., JPMorgan Chase Bank, N.A., or another bank or trust
     company having a combined capital and surplus of at least One Hundred
     Million Dollars ($100,000,000) or (ii) any other Person acceptable to the
     Agent.

          "Qualifying Lender" means a Lender, beneficially entitled to the
     interest payable to that Lender in respect of any Loan under this
     Agreement; (a) which is a bank carrying on a bona fide banking business in
     Ireland; (b) which is a person resident in a country with which Ireland has
     a double taxation treaty or resident in a member state of the European
     Communities (other than Ireland) provided the loan is not connected with an
     Irish branch or agency of such Lender; or (c) which is a corporation
     established under the laws of the USA which is subject to tax in the USA on
     its worldwide income and the Loan is not connected with an Irish branch or
     agency of such Lender.

          "Quarterly Period" means a fiscal quarter of the Borrowers and their
     Subsidiaries.


                                       21



          "Rate Hedging Obligations" means any and all obligations of Bermuda
     Holding 2 Ltd., AI 3 Ltd., any Borrower or any Subsidiary, whether absolute
     or contingent and howsoever and whensoever created, arising, evidenced or
     acquired (including all renewals, extensions and modifications thereof and
     substitutions therefor), under (i) any and all agreements, devices or
     arrangements designed to protect at least one of the parties thereto from
     the fluctuations of interest rates, exchange rates or forward rates
     applicable to such party's assets, liabilities or exchange transactions,
     including, but not limited to, Dollar-denominated or cross-currency
     interest rate exchange agreements, forward currency exchange agreements,
     interest rate cap or collar protection agreements, forward rate currency or
     interest rate options, puts, warrants and those commonly known as interest
     rate "swap" agreements; and (ii) any and all cancellations, buybacks,
     reversals, terminations or assignments of any of the foregoing.

          "Reference Bank" means JPMorgan Chase Bank, N.A.

          "Regulation A" means a Regulation A circular issued by such Federal
     Reserve Bank.

          "Regulation D" means Regulation D of the Board as the same may be
     amended or supplemented from time to time.

          "Regulatory Change" means any change effective after the Closing Date
     in United States federal or state laws or regulations (including Regulation
     D and capital adequacy regulations) or foreign laws or regulations or the
     adoption or making after such date of any interpretations, directives or
     requests applying to a class of banks, which includes any of the Lenders,
     under any United States federal or state or foreign laws or regulations
     (whether or not having the force of law) by any court or governmental or
     monetary authority charged with the interpretation or administration
     thereof or compliance by any Lender with any request or directive regarding
     capital adequacy, including those relating to "highly leveraged
     transactions," whether or not having the force of law, and whether or not
     failure to comply therewith would be unlawful and whether or not published
     or proposed prior to the date hereof.

          "Reorganization" means, with respect to any Multiemployer Plan, the
     condition that such plan is in reorganization within the meaning of Section
     4241 of ERISA.

          "Reportable Event" means any of the events set forth in Section
     4043(c) of ERISA, other than those events as to which the third day notice
     period is waived by the PBGC.

          "Required Lenders" means, as of any date, Lenders on such date having
     Credit Exposures (as defined below) aggregating more than 50% of the
     aggregate Credit Exposures of all the Lenders on such date. For purposes of
     the preceding sentence, the amount of the "Credit Exposure" of each Lender
     shall be equal at all times (a) other than following the occurrence and
     during the continuance of an Event of Default, to the amount of its
     Revolving Credit Commitment; and (b) following the occurrence and during
     the continuance of an Event of Default, to the aggregate principal amount
     of such


                                       22



     Lender's Applicable Commitment Percentage of Revolving Credit Outstandings;
     provided that, for the purpose of this definition only, if any Lender shall
     have failed to fund its Applicable Commitment Percentage of any Loan, the
     Revolving Credit Commitment of such Lender shall be deemed reduced by the
     amount it so failed to fund for so long as such failure shall continue and
     such Lender's Credit Exposure attributable to such failure shall be deemed
     held by any Lender making more than its Applicable Commitment Percentage of
     such Loan to the extent it covers such failure.

          "Requirement of Law" means as to any Person, the Certificate of
     Incorporation and By-Laws or other organizational or governing documents of
     such Person, and any law, treaty, rule or regulation or determination of an
     arbitrator or a court or other Governmental Authority, 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.

          "Reserve Requirement" means, at any time, the maximum rate at which
     reserves (including, without limitation, any marginal, special,
     supplemental, or emergency reserves) are required to be maintained under
     regulations issued from time to time by the Board of Governors of the
     Federal Reserve System (or any successor) by member banks of the Federal
     Reserve System against "Eurocurrency liabilities" (as such term is used in
     Regulation D). Without limiting the effect of the foregoing, the Reserve
     Requirement shall reflect any other reserves required to be maintained by
     such member banks with respect to (i) any category of liabilities which
     includes deposits by reference to which the Eurodollar Rate is to be
     determined, or (ii) any category of extensions of credit or other assets
     which include Eurodollar Rate Loans. The Eurodollar Rate shall be adjusted
     automatically on and as of the effective date of any change in the Reserve
     Requirement.

          "Revolving Credit Commitment" means, with respect to each Lender, the
     obligation of such Lender to make Revolving Loans to the Borrowers up to an
     aggregate principal amount at any one time outstanding equal to such
     Lender's Applicable Commitment Percentage of the Total Revolving Credit
     Commitment.

          "Revolving Credit Facility" means the facility described in Article II
     hereof providing for Loans to the Borrowers by the Lenders in the aggregate
     principal amount of the Total Revolving Credit Commitment.

          "Revolving Credit Outstandings" means, as of any date of
     determination, the aggregate principal amount of all Revolving Loans then
     outstanding.

          "Revolving Credit Termination Date" means the earliest of (i) the
     Stated Termination Date, (ii) the date of termination of Lenders'
     obligations pursuant to Section 9.1 upon the occurrence of an Event of
     Default, or (iii) such date as the Borrowers may voluntarily and
     permanently terminate the Revolving Credit Facility by payment in full of
     all Revolving Credit Outstandings, together with all accrued and unpaid
     interest thereon and reduce the Total Revolving Credit Commitment to zero
     pursuant to Section 2.7.

          "Revolving Loan" or "Revolving Loans" means any borrowing pursuant to
     a Loan under the Revolving Credit Facility in accordance with Article II.


                                       23



          "S&P" means Standard & Poor's Ratings Group, a division of The
     McGraw-Hill Companies, Inc., and any successor thereto.

          "Secured Party" has the meaning given in the Security Agreement.

          "Securitization Interest" means the equity or subordinated interests
     received by the Parent or any of its Subsidiaries pursuant to the sale,
     transfer, conveyance or other disposition of any Financed Eligible Asset or
     one or more aircraft financed under the Bermuda Holding I/AI 1 Credit
     Agreement or direct or indirect interest therein in connection with the
     securitization by the Parent, an Affiliate thereof, or any of its
     Subsidiaries, of such aircraft or interest therein.

          "Security Agreement" means, collectively (or individually as the
     context may indicate), any Security Agreement (substantially in the form of
     Exhibit J attached hereto) delivered to the Agent pursuant to Section 2.13,
     5.1, or 5.2, as hereafter modified, amended or supplemented from time to
     time.

          "Security Instruments" means, collectively, the Pledge Agreement,
     Security Agreement, the Lockbox Agreement, the Account Control Agreement
     and all other agreements, instruments and other documents, whether now
     existing or hereafter in effect, pursuant to which the any Parent
     Guarantor, any Guarantor, Borrower, any Beneficial Owner, any Subsidiary,
     any Intermediary or any other Person shall grant or convey to the Agent or
     the Lenders a Lien in property as security for all or any portion of the
     Obligations, as any of them may be amended, modified or supplemented from
     time to time.

          "Single Employer Plan" means any Employee Benefit Plan covered by
     Title IV of ERISA which is not a Multiemployer Plan.

          "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 Obligations; and

               (ii) it is then able and expects to be able to pay its debts as
          they mature;

               (iii) it has capital sufficient to carry on its business as
          conducted and as proposed to be conducted; and

               (iv) with respect to any Person incorporated in Ireland, such
          Person is "unable to pay its debts" as that phrase is defined under
          Irish law in Section 214 of the Companies Act 1963 and Section 2(3) of
          the Companies (Amendment) Act 1990.

          "Stated Termination Date" means August 28, 2007.


                                       24



          "Subsidiary" means any corporation or other entity in which more than
     50% of its outstanding voting stock or more than 50% of all equity
     interests is owned directly or indirectly by one or more Guarantors,
     Borrowers and/or by one or more of any Guarantor's Subsidiaries or any
     Borrower's Subsidiaries. With respect to any specified Guarantor or
     Borrower, the "Subsidiaries" of such Guarantor or Borrower shall mean (y)
     any Subsidiary owned directly or indirectly by such Guarantor or Borrower
     or by any of its Subsidiaries, or (z) any trust with respect to which such
     Guarantor or such Borrower or any of its Subsidiaries has a beneficial
     interest.

          "Taxes" means all present or future taxes, levies, imposts, duties,
     charges, fees, deductions or withholdings imposed, levied, collected,
     withheld or assessed by any Governmental Authority, including any interest,
     additions to tax or penalties applicable thereto.

          "Termination Event" means: (i) a "Reportable Event"; or (ii) the
     termination of a Single Employer Plan or the filing of a notice of intent
     to terminate a Single Employer Plan; or (iii) the institution of
     proceedings to terminate a Single Employer Plan by the PBGC; or (iv) the
     partial or complete withdrawal of any Borrower or any ERISA Affiliate from
     a Multiemployer Plan; or (v) the imposition of a Lien pursuant to Section
     412 of the Code or Section 302 of ERISA in favor of the PBGC or a Employee
     Benefit Plan; or (vi) any event or condition which results in the
     Reorganization or Insolvency of a Multiemployer Plan; or (vii) any event or
     condition which results in the termination of a Multiemployer Plan under
     Section 4041A of ERISA or the institution by the PBGC of proceedings to
     terminate a Multiemployer Plan under Section 4042 of ERISA.

          "Total Revolving Credit Commitment" means a principal amount equal to
     $500,000,000, as may be reduced from time to time in accordance with
     Section 2.7.

          "Treaty" means the "Convention Between the Government of the United
     States of America and the Government of Ireland for the Avoidance of Double
     Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on
     Income and Capital Gains" as amended and in effect on the date hereof.

          "Trust Agreement" means a trust agreement between a Beneficial Owner
     and a Qualified Trustee.

          "Trust Estate" means all estate, right, title and interest of each
     Trustee in and to each Eligible Asset, each lease and all related documents
     and all other property of the Trustee, including, without limitation, all
     amounts of rent, insurance proceeds (other than liability insurance
     proceeds payable to or for the benefit of any Borrower, any Beneficial
     Owner, any Lender or the Agent) and requisition, indemnity or other
     payments or any kind for or with respect to each Eligible Asset.

          "Trustee" means a Qualified Trustee, solely in its capacity as trustee
     under a Trust Agreement.

          "Type" means any type of Loan (i.e., a Base Rate Loan or a Eurodollar
     Rate Loan).


                                       25



          "Unleaseable" with respect to a Financed Eligible Asset means (a) such
     Financed Eligible Asset shall not be subject to an Eligible Lease for 120
     consecutive days (excluding the number of days such Eligible Asset shall be
     undergoing (i) maintenance or repairs in accordance with the provisions of
     the Loan Documents, (ii) Approved Improvements or (iii) a Qualified
     Conversion) and (b) after such 120 day period the Agent shall have
     reasonably determined that Bermuda Holding 2 Ltd. or AI 3 Ltd., as
     applicable, will be unable to lease such Financed Eligible Asset within 120
     days after the date of determination.

          "Voting Stock" means shares of capital stock issued by a corporation,
     or equivalent interests in any other Person, the holders of which are
     ordinarily, in the absence of contingencies, entitled to vote for the
     election of directors (or persons performing similar functions) of such
     Person, even if the right so to vote has been suspended by the happening of
     such a contingency.

          1.2. Rules of Interpretation.

          (a) All accounting terms not specifically defined herein shall have
     the meanings assigned to such terms and shall be interpreted in accordance
     with GAAP applied on a Consistent Basis.

          (b) The headings, subheadings and table of contents used herein or in
     any other Loan Document are solely for convenience of reference and shall
     not constitute a part of any such document or affect the meaning,
     construction or effect of any provision thereof.

          (c) Except as otherwise expressly provided, references herein to
     articles, sections, paragraphs, clauses, annexes, appendices, exhibits and
     schedules are references to articles, sections, paragraphs, clauses,
     annexes, appendices, exhibits and schedules in or to this Agreement.

          (d) All definitions set forth herein or in any other Loan Document
     shall apply to the singular as well as the plural form of such defined
     term, and all references to the masculine gender shall include reference to
     the feminine or neuter gender, and vice versa, as the context may require.

          (e) When used herein or in any other Loan Document, words such as
     "hereunder", "hereto", "hereof" and "herein" and other words of like import
     shall, unless the context clearly indicates to the contrary, refer to the
     whole of the applicable document and not to any particular article,
     section, subsection, paragraph or clause thereof.

          (f) References to "including" means including without limiting the
     generality of any description preceding such term, and for purposes hereof
     the rule of ejusdem generis shall not be applicable to limit a general
     statement, followed by or referable to an enumeration of specific matters,
     to matters similar to those specifically mentioned.

          (g) All dates and times of day specified herein shall refer to such
     dates and times in New York, New York.


                                       26



          (h) Each of the parties to the Loan Documents and their counsel have
     reviewed and revised, or requested (or had the opportunity to request)
     revisions to, the Loan Documents, and any rule of construction that
     ambiguities are to be resolved against the drafting party shall be
     inapplicable in the construing and interpretation of the Loan Documents and
     all exhibits, schedules and appendices thereto.

          (i) Any reference to an officer of any Borrower or any other Person by
     reference to the title of such officer shall be deemed to refer to each
     other officer of such Person, however titled, exercising the same or
     substantially similar functions.

          (j) All references to any agreement or document as amended, modified
     or supplemented, or words of similar effect, shall mean such document or
     agreement, as the case may be, as amended, modified or supplemented from
     time to time only as and to the extent permitted therein and in the Loan
     Documents.

                                   ARTICLE II

                          THE REVOLVING CREDIT FACILITY

          2.1. Revolving Loans.

          (a) Commitment. Subject to the terms and conditions of this Agreement,
     each Lender severally agrees to make Loans to any of the Borrowers under
     the Revolving Credit Facility from time to time from the Closing Date until
     the Revolving Credit Termination Date on a pro rata basis as to the total
     borrowing requested by the applicable Borrower on any day determined by
     such Lender's Applicable Commitment Percentage up to but not exceeding the
     Revolving Credit Commitment of such Lender, provided, however, that (A) the
     proceeds of such Loan shall be used by such Borrower to (i) finance or
     reimburse a Borrower for up to 85% of (x) the Purchase Price of an Eligible
     Asset and (y), without duplication of amounts included in clause (x), the
     costs incurred in connection with any Approved Improvements or any
     Qualified Conversion related to such Eligible Asset and (ii) subsequent to
     the initial purchase of such Eligible Asset, to finance up to 85% of the
     Individual Eligible Asset Borrowing Base for such Eligible Asset and (B)
     the amount of such Loan (together with any other Loans relating to such
     Eligible Asset) shall not exceed 85% of the Individual Eligible Asset
     Borrowing Base of such Eligible Asset; and provided, further, that the
     Lenders will not be required and shall have no obligation to make any such
     Loan (i) so long as a Default or an Event of Default has occurred and is
     continuing or (ii) if the Agent has accelerated the maturity of any of the
     Loans as a result of an Event of Default; and provided, further, that
     immediately after giving effect to each such Loan, (A) the Borrowers shall
     be in compliance with the Borrowing Base Covenant; and (B) the amount of
     Revolving Credit Outstandings shall not exceed the Total Revolving Credit
     Commitment. Within such limits, the Borrowers may borrow, repay and
     reborrow under the Revolving Credit Facility on a Business Day from the
     Closing Date until, but (as to borrowings and reborrowings) not including,
     the Revolving Credit Termination Date; provided, however, that (1) no
     Revolving Loan that is a Eurodollar Rate Loan shall be made which has an
     Interest Period that extends beyond the Stated Termination Date and (2)
     each Revolving Loan that is a Eurodollar Rate Loan


                                       27



     may, subject to the provisions of Section 2.7, be repaid only on the last
     day of the Interest Period with respect thereto unless such payment is
     accompanied by the additional payment, if any, required by Section 4.5.

          (b) Amounts. Each Revolving Loan hereunder and each Conversion under
     Section 2.8, shall be in an amount of at least $500,000 (other than
     Revolving Loans made in connection with an Approved Improvement or a
     Qualified Conversion).

          (c) Procedures. An Authorized Representative shall give the Agent (i)
     at least three (3) Business Days' irrevocable written notice of an Interest
     Rate Selection Notice with appropriate insertions, effective upon receipt,
     of each Revolving Loan that is to be Converted into a Eurodollar Rate Loan
     prior to 10:30 A.M. and (ii) at least one (1) Business Day's written
     notice, revocable only on or before noon the following Business Day of a
     Borrowing Notice with appropriate insertions, effective upon receipt, of
     each Revolving Loan (which shall be borrowed as a Base Rate Loan) prior to
     10:30 A.M. and (iii) at least one (1) Business Day's irrevocable written
     notice of an Interest Rate Selection Notice with appropriate insertions,
     effective upon receipt, of each Revolving Loan that is to be Converted into
     a Base Rate Loan prior to 10:30 A.M. Each such notice shall (A) specify the
     name of the respective Borrower, the amount of the borrowing, the date of
     borrowing or Conversion (as applicable), type of Revolving Loan (Base Rate
     or Eurodollar Rate), the date of borrowing and, if a Eurodollar Rate Loan,
     the Interest Period to be used in the computation of interest and (B)
     identify the Financed Eligible Asset the acquisition of which is to be
     financed with the proceeds of the borrowing. Notice of receipt of such
     Borrowing Notice or Interest Rate Selection Notice, as the case may be,
     together with the amount of each Lender's portion of a Loan requested
     thereunder, shall be provided by the Agent to each Lender by facsimile
     transmission with reasonable promptness, but (provided the Agent shall have
     received such notice by 10:30 A.M.) not later than 1:00 P.M. on the same
     day as the Agent's receipt of such notice.

               (i) Promptly (and, to the extent feasible, not later than 2:00
          P.M.) on the date specified for each borrowing under this Section 2.1,
          each Lender shall, pursuant to the terms and subject to the conditions
          of this Agreement, make the amount of the Loan or Loans to be made by
          it on such day available by wire transfer to the Agent in the amount
          of its pro rata share, determined according to such Lender's
          Applicable Commitment Percentage of the Revolving Loan or Revolving
          Loans to be made on such day. Such wire transfer shall be directed to
          the Agent at the Principal Office and shall be in the form of Dollars
          constituting immediately available funds. The amount so received by
          the Agent shall, subject to the terms and conditions of this
          Agreement, be made available to the Applicable Borrower by delivery of
          the proceeds thereof to the Borrowers' Account or otherwise as shall
          be directed in the applicable Borrowing Notice by an Authorized
          Representative and reasonably acceptable to the Agent.

               (ii) Each Loan will be made initially as a Base Rate Loan. The
          Borrowers shall have the option to elect the duration of the initial
          and any subsequent Interest Periods and to Convert the Revolving Loans
          in accordance with Section 2.8. Eurodollar Rate Loans and Base Rate
          Loans may be


                                       28



          outstanding at the same time, provided, however, there shall not be
          outstanding at any one time Eurodollar Rate Loans for any or any
          Borrower having more than two (2) different Interest Periods. If the
          Agent does not receive an Interest Rate Selection Notice giving notice
          of election of the duration of an Interest Period by the time
          prescribed by Section 2.8, the applicable Borrower shall be deemed to
          have elected for any Eurodollar Loan an Interest Period of the
          duration provided in clause (x) of the definition of Interest Period.

          2.2. Payment of Interest.

          (a) The Borrowers, jointly and severally, shall pay interest to the
     Agent for the account of each Lender on the outstanding and unpaid
     principal amount of each Loan made by such Lender for the period commencing
     on the date of such Loan until such Loan shall be due at the then
     applicable Base Rate for Base Rate Loans or applicable Eurodollar Rate for
     Eurodollar Rate Loans, as designated by the Authorized Representative
     pursuant to Section 2.1; provided, however, that if any Event of Default
     shall occur and be continuing, all amounts outstanding hereunder shall bear
     interest during such period at the Default Rate.

          (b) Interest on each Loan shall be computed on the basis of a year of
     360 days and calculated in each case for the actual number of days elapsed.
     Interest on each Loan shall be paid (x) monthly in arrears on the twentieth
     (20th) calendar day of each calendar month (or, if such day is not a
     Business Day, on the next succeeding Business Day), (y) upon payment or
     prepayment of the principal amount of any Loan or any portion thereof, on
     the amount so paid or prepaid and (z) at the Revolving Credit Termination
     Date.

          2.3. Payment of Principal.

          (a) Scheduled Repayment; Voluntary Prepayments. The principal amount
     of each Revolving Loan shall be due and payable to the Agent for the
     benefit of each Lender in full on the Stated Termination Date, or earlier
     as specifically provided herein. The Borrower may prepay the outstanding
     principal amount of any Eurodollar Loan, in whole or in part, upon two
     Business Days' notice to the Lenders and, in the case of Base Rate Loans,
     upon same day notice to the. All such prepayments must be accompanied by
     accrued interest up to, and including, the date of such prepayment and any
     compensation due under Section 4.5 hereof.

          (b) Mandatory Prepayments.

               (i) Upon the sale of any Financed Eligible Asset or other asset
          by any Borrower (including the sale or disposition of the equity
          interests in any such Borrower that holds a Financed Eligible Asset
          but excluding any transfer of an Eligible Asset to a direct or
          indirect Subsidiary of Bermuda Holding 2 Ltd. or AI 3 Ltd. who, in
          connection with such transfer will assume all of the transferor's
          obligations and shall satisfy all requirements under Section 5.2 to
          become a Borrower hereunder), or upon the refinancing of any
          Indebtedness of any Borrower arising from any Loan hereunder, the
          Borrowers, jointly and severally,


                                       29



          shall immediately pay to the Agent an amount equal to the greater of
          (A) the outstanding principal of and accrued interest on any Loans
          made to, or for the benefit of, such Borrower in connection with such
          Financed Eligible Asset and (B) an amount sufficient to bring the
          Borrowers into compliance with the Borrowing Base Covenant after
          giving effect to such sale, disposition or refinancing. If any net
          proceeds of such sale or refinancing remain after the repayments in
          full of all outstanding principal and accrued interest on the Loans
          attributable to the Financed Eligible Asset sold, such excess proceeds
          shall be applied first, to reduce the outstanding principal and
          accrued interest on Loans as directed by Bermuda Holding 2 Ltd. or AI
          3 Ltd. until the Borrowers are in compliance with the Borrowing Base
          Covenant and second, if no Default or Event of Default exists at the
          time, to the Applicable Borrower to be used or distributed by the
          Applicable Borrower in its sole discretion.

               (ii) If, as of any Calculation Date, the aggregate principal
          amount of the Loans shall be greater than 85% of the Borrowing Base on
          such day, the Borrowers shall, on the Payment Date immediately
          following such Calculation Date, prepay the Loans in an amount equal
          to the amount necessary to cause the aggregate outstanding principal
          amount of the Loans to be not greater than 85% of the Borrowing Base
          on such Payment Day.

               (iii) If the estimated amount of out of pocket costs incurred by
          an Applicable Borrower in connection with the acquisition of a
          Financed Eligible Asset exceeds the actual amount of such out of
          pocket costs included in the Purchase Price of such Financed Eligible
          Asset, the Borrowers shall prepay the Loan relating to such Financed
          Eligible Asset in an amount equal to 85% of such excess out of pocket
          costs within five Business Days after a Responsible Officer learns of
          such excess.

               (iv) The Borrowers, jointly and severally, shall prepay the Loans
          in respect of a Financed Eligible Asset upon the occurrence of an
          Event of Loss in respect of such Finance Eligible Asset and on the
          date required by Section 3.8(b) of the Security Agreement. If any net
          proceeds received in respect of such Event of Loss remain after the
          repayment in full of all outstanding principal and accrued interest on
          such Loans, if no Default or Event of Default exists at the time, such
          excess proceeds shall be paid to the Applicable Borrower and may be
          used by such Borrower in accordance with the terms of this Agreement
          and the other Loan Documents.

               (v) Upon any Permanent Capital Markets Financing, the Borrowers,
          jointly and severally, shall be required to prepay the Loans from the
          cash proceeds received with respect to any Financed Eligible Asset
          included in such Permanent Capital Markets Financing.

          2.4. Manner of Payment. Each payment of principal (including any
prepayment) and payment of interest and fees, and any other amount required to
be paid to the Lenders with respect to the Loans, shall be made to the Agent at
the Principal Office, for the


                                       30



account of each Lender, in Dollars and in immediately available funds without
setoff, deduction or counterclaim before 12:30 P.M. on the date such payment is
due.

          (a) The Agent shall deem any payment made by or on behalf of any
     Borrower hereunder that is not made both in Dollars and in immediately
     available funds and prior to 12:30 P.M. to be a non-conforming payment. Any
     such payment shall not be deemed to be received by the Agent until the time
     such funds become available funds. Any non-conforming payment may
     constitute or become a Default or Event of Default. Interest shall continue
     to accrue on any principal as to which a non-conforming payment is made
     until the later of (x) the date such funds become available funds or (y)
     the next Business Day at the Default Rate from the date such amount was due
     and payable.

          (b) In the event that any payment hereunder becomes due and payable on
     a day other than a Business Day, then such due date shall be extended to
     the next succeeding Business Day unless provided otherwise under clause
     (ii) of the definition of "Interest Period"; provided that interest shall
     continue to accrue during the period of any such extension and provided,
     further, that in no event shall any such due date be extended beyond the
     Revolving Credit Termination Date.

          (c) Any payment or prepayment of any principal or interest on any Loan
     hereunder shall be accompanied by a certificate signed by an Authorized
     Representative and delivered to the Agent, which certificate shall identify
     such Loan, the amount of principal and interest paid thereon, and the
     Borrower to whom, or for whose benefit, such Loan was originally advanced.

          2.5. Notes. At the request of any Lender, Revolving Loans made by such
Lender shall be evidenced by a Note payable to the order of such Lender in the
respective amount of its Applicable Commitment Percentage of the Revolving
Credit Commitment and shall be duly completed, executed and delivered by the
Borrowers.

          2.6. Pro Rata Payments. Except as otherwise provided herein, (a) each
payment on account of the principal of and interest on the Loans and the fees
described in Section 2.10 shall be made to the Agent for the account of the
Lenders pro rata based on their Applicable Commitment Percentages, (b) all
payments to be made by any Borrower for the account of each of the Lenders on
account of principal, interest and fees, shall be made without diminution,
setoff, recoupment or counterclaim, and (c) the Agent will promptly distribute
to the Lenders in immediately available funds payments received in fully
collected, immediately available funds from any Borrower.

          2.7. Reductions. The Borrowers shall, by notice from an Authorized
Representative, have the right from time to time but not more frequently than
once each calendar month, upon not less than three (3) Business Days' written
notice to the Agent, effective upon receipt, to reduce the Total Revolving
Credit Commitment. The Agent shall give each Lender, within one (1) Business Day
of receipt of such notice, facsimile notice, or telephonic notice (confirmed in
writing), of such reduction. Each such reduction shall be in the aggregate
amount of $5,000,000 or such greater amount which is in an integral multiple of
$1,000,000, or the entire remaining Total Revolving Credit Commitment, and shall
permanently reduce the Total


                                       31



Revolving Credit Commitment. Each reduction of the Total Revolving Credit
Commitment shall be accompanied by payment of the Revolving Loans to the extent
that the principal amount of Revolving Credit Outstandings exceeds the Total
Revolving Credit Commitment after giving effect to such reduction, together with
accrued and unpaid interest on the amounts prepaid. No such reduction shall
result in the payment of any Eurodollar Rate Loan other than on the last day of
the Interest Period of such Eurodollar Rate Loan unless such prepayment is
accompanied by amounts due, if any, under Section 4.5.

          2.8. Conversions and Elections of Subsequent Interest Periods. Subject
to the limitations set forth below and in Article IV, the Borrowers may:

          (a) upon delivery, effective upon receipt, of a properly completed
     Interest Rate Selection Notice to the Agent on or before 10:30 A.M. on any
     Business Day, Convert all or a part of Eurodollar Rate Loans to Base Rate
     Loans on the last day of the Interest Period for such Eurodollar Rate
     Loans; and

          (b) provided that no Default or Event of Default shall have occurred
     and be continuing and upon delivery, effective upon receipt, of a properly
     completed Interest Rate Selection Notice to the Agent on or before 10:30
     A.M. three (3) Business Days' prior to the date of such election or
     Conversion:

               (i) elect a subsequent Interest Period for all or a portion of
          Eurodollar Rate Loans to begin on the last day of the then current
          Interest Period for such Eurodollar Rate Loans; and

               (ii) Convert Base Rate Loans to Eurodollar Rate Loans on any
          Business Day.

Each election and Conversion pursuant to this Section 2.8 shall be subject to
the limitations on Eurodollar Rate Loans set forth in the definition of
"Interest Period" herein and in Sections 2.1, 2.3 and Article IV. The Agent
shall give written notice to each Lender of such notice of election or
Conversion prior to 3:00 P.M. on the day such notice of election or Conversion
is received. All such Continuations or Conversions of Loans shall be effected
pro rata based on the Applicable Commitment Percentages of the Lenders.

          2.9. Increase and Decrease in Amounts. The amount of the Total
Revolving Credit Commitment that shall be available to the Borrowers as Loans
shall be reduced by the aggregate amount of Revolving Credit Outstandings.

          2.10. Fees. Borrower shall pay (i) the fees specified in the Fee
Letters on the dates specified therein and (ii) a commitment fee for the period
from and including the date hereof to the Revolving Credit Termination Date,
computed at a rate of 0.25% per annum on the average daily amount of the
available unused Revolving Credit Commitment of such Lender during the period
for which payment is made, payable monthly in arrears on each Fee Payment Date,
commencing on the first such date to occur after the date hereof.

          2.11. Deficiency Advances. No Lender shall be responsible for any
default of any other Lender in respect to such other Lender's obligation to make
any Loan hereunder nor


                                       32



shall the Revolving Credit Commitment of any Lender hereunder be increased as a
result of such default of any other Lender. Without limiting the generality of
the foregoing, in the event any Lender shall fail to advance funds to any
Borrower as herein provided, the Agent may in its discretion and in its capacity
as a Lender, but shall not be obligated to, advance all or any portion of such
amount or amounts (each, a "deficiency advance") and shall thereafter be
entitled to payments of principal of and interest on such deficiency advance in
the same manner and at the same interest rate or rates as if it had originally
made such Loan; provided that, (i) such defaulting Lender shall not be entitled
to receive payments of principal, interest or fees with respect to such
deficiency advance until such deficiency advance shall be paid by such Lender
and (ii) upon payment to the Agent from such other Lender of the entire
outstanding amount of each such deficiency advance, together with accrued and
unpaid interest thereon, from the most recent date or dates interest was paid to
the Agent by a Borrower on each Loan comprising the deficiency advance at the
interest rate per annum for overnight borrowing by the Agent from the Federal
Reserve Bank, then such payment shall be to the Agent as a Lender in full
payment of such deficiency advance and such Borrower shall be deemed to have
borrowed the amount of such deficiency advance from such other Lender as of the
most recent date or dates, as the case may be, upon which any payments of
interest were made by such Borrower thereon.

          2.12. Use of Proceeds. The proceeds of each Loan made pursuant to the
Revolving Credit Facility hereunder shall be used by the Applicable Borrower to
(a) finance or reimburse a Borrower for up to 85% of the Purchase Price of an
Eligible Asset and 85% of the costs incurred in connection with any Approved
Improvements or any Qualified Conversion or (b) subsequent to the initial
purchase of an Eligible Asset, finance up to 85% of the Individual Eligible
Asset Borrowing Base of such Eligible Asset.

          2.13. Designation of Borrowing Affiliate; Releases.

          (a) An Authorized Representative may from time to time designate any
     Holdings Subsidiary Trust or Holdings SPC which has not joined in the
     execution of this Agreement as a "Borrowing Affiliate" hereunder by causing
     such Holdings Subsidiary Trust or Holdings SPC to execute and deliver a
     duly completed Assumption Letter (in the form attached hereto as Exhibit Q)
     to the Agent with the written acknowledgment of the Borrowers and the Agent
     at the foot thereof, together with (a) Facility Guaranties executed by each
     Beneficial Owner of any such Holdings Subsidiary Trust, by each Subsidiary
     of any such Beneficial Owner (other than such Holdings Subsidiary Trust),
     by each Subsidiary of such Holdings Subsidiary Trust or of such Holdings
     SPC and by the Applicable Intermediary (if any), (b) Security Agreements
     signed by such Holdings Subsidiary Trust or Holdings SPC, by each
     Beneficial Owner of any such Holdings Subsidiary Trust, by each Subsidiary
     of any such Beneficial Owner, by each Subsidiary of such Holdings
     Subsidiary Trust or Holdings SPC and by the Applicable Intermediary (if
     any), (c) Pledge Agreements signed by the respective Beneficial Owners and
     other owners, granting a security interest in the Pledged Interests in such
     Holdings Subsidiary Trust or Holdings SPC in any Subsidiary thereof, in any
     Beneficial Owner and in any Subsidiary thereof, and in the Applicable
     Intermediary (if any), and (d) all additional documents required under such
     Assumption Letter. Upon such execution, delivery and consent, such Holdings
     Subsidiary Trust or Holdings SPC (as the case may be) shall for


                                       33



     all purposes be a party hereto as a Borrower as fully as if it had executed
     and delivered this Agreement.

          (b) So long as (w) all Loans made to or on behalf of any Borrower,
     together with all accrued interest on such Loans, have been paid in full,
     (x) all other outstanding Obligations of such Borrower (except Obligations
     to pay principal and interest on Loans other than those Loans described in
     clause (w)) have been paid in full, (y) no Default or Event of Default has
     occurred and will be continuing after giving effect to such termination,
     and (z) any prepayment required under Section 2.3(b) has been made, then
     such Borrower may, by not less than three (3) days prior notice to the
     Agent (which shall promptly notify the Lenders thereof), (i) terminate its
     status as a "Borrowing Affiliate" and "Borrower" hereunder and under the
     other Loan Documents, and (ii) (with respect to any Beneficial Owner of
     such Borrower) unless such Person also holds a beneficial interest in any
     other Borrower, terminate the status of such Person and any other
     Subsidiary of such Person as a "Guarantor" hereunder and under the other
     Loan Documents, and (iii) terminate the status of the Applicable
     Intermediary (if any) and any other Subsidiary of such Borrower as a
     "Guarantor" hereunder and under the other Loan Documents. Upon such
     terminations (provided the conditions to such terminations are satisfied),
     the Agent shall take all actions reasonably requested by such Borrower (A)
     to release the Liens of the Agent on all Collateral owned by such Borrower
     and its Subsidiaries (including the Applicable Intermediary, if any) and to
     release such Borrower and such Subsidiaries from all of their respective
     obligations under the Loan Documents (including without limitation a
     written release to such effect), (B) unless such Beneficial Owner also
     holds a beneficial interest in any other Borrower, to release the Liens of
     the Agent on all Collateral owned by such Beneficial Owner and its other
     Subsidiaries and to release such Beneficial Owner and such other
     Subsidiaries from all of their respective obligations under the Loan
     Documents (including without limitation a written release to such effect),
     (C) to release the Lien of the Agent with respect to any Pledged Interests
     in such Borrower, its Subsidiaries and the Applicable Intermediary, and (D)
     (unless such Beneficial Owner also holds a beneficial interest in any other
     Borrower) to release the Lien of the Agent with respect to any Pledged
     Interests in such Beneficial Owner. Any provision of this Section 2.13 or
     any other provision of any Loan Document notwithstanding, in no event shall
     Bermuda Holding 2 Ltd., or AI 3 Ltd. be released from its obligations to
     pay indemnification to, or reimburse any costs or expenses of, the Agent or
     any Lender (including without limitation the obligations under Article IV
     and Sections 4.6, 7.15, 11.5 and 11.9), which agreements and obligations
     shall survive any release or termination of any Credit Party (other than
     Bermuda Holding 2 Ltd., or AI 3 Ltd.) pursuant to this Section 2.12.

          2.14. Joint and Several Liability. Each Borrower (including without
limitation each Borrowing Affiliate) agrees and acknowledges that the
Obligations (subject to the proviso in the last sentence in the definition of
"Obligations" as such term is defined in Section 1.1 herein) constitute and will
constitute joint and several obligations and liabilities of the Borrowers;
provided, however, that anything herein or in any other Loan Document to the
contrary notwithstanding, the maximum liability of each Borrower with respect to
the joint and several liability under this Section 2.14 shall in no event exceed
the amount which can be guaranteed by such Borrower under applicable federal,
state and applicable foreign laws relating


                                       34



to the insolvency of debtors. Each Borrower further agrees and acknowledges that
all actions taken, elections made and notices and certificates furnished or
received by it under or pursuant to the Loan Documents shall constitute the
action, election, notice or certification of all of the Borrowers under the Loan
Documents, and that each Authorized Representative shall have full authority to
act for and on behalf of all of the Borrowers for all purposes of the Loan
Documents. Each Borrower agrees that the joint and several liability of the
Borrowers shall not be impaired or affected by any modification, supplement,
extension or amendment of any contract or agreement to which the parties thereto
may hereafter agree, nor by any modification, release or other alteration of any
of the rights of the Agent or any Lender with respect to the Collateral other
than as provided in Section 2.13(b) hereof, nor by any delay, extension of time,
renewal, compromise or other indulgence granted by the Agent, any Lender or any
other Person with respect to any of the Obligations, nor by any other agreements
or arrangements whatever with any other Borrower or with anyone else, each
Borrower hereby waiving all notice of any such delay, extension, release,
substitution, renewal, compromise or any such delay, extension, release,
substitution, renewal, compromise or other indulgence, and hereby consenting to
be bound thereby as fully and effectually as if it had expressly agreed thereto
in advance. The liability of each Borrower hereunder is direct and unconditional
as to all of the Obligations hereunder, and may be enforced without requiring
the Agent, any Lender or any other Person first to resort to any other right,
remedy or security; no Borrower shall have any right of subrogation,
reimbursement or indemnity whatsoever, nor any right of recourse to security for
indemnity whatsoever, nor any right of recourse to security for any of the
Obligations hereunder, unless and until all of said Obligations have been paid
in full; except as provided in Section 2.13(b) hereof and subject to the proviso
to the first sentence of this Section 2.14, nothing shall discharge or satisfy
the liability of any Borrower hereunder except the full payment and performance
of all of the Obligations; any and all present and future debts and obligations
of each Borrower to the other Borrowers are hereby waived and postponed in favor
of and subordinated to the full payment and performance of all present and
future Obligations of the Borrowers to the Agent, the Lenders and any other
Person.

          2.15. Eligible Lease Involving Eligible Intermediary. In lieu of
leasing a Financed Eligible Asset directly to an Eligible Carrier, a Borrower
may lease such Financed Eligible Asset directly to an Eligible Intermediary
pursuant to an Eligible Lease described in clause (X) of the proviso to the
definition of "Eligible Lease"; provided that

          (a) such Eligible Intermediary simultaneously subleases such Eligible
     Asset to an Eligible Carrier pursuant to an Eligible Lease described in
     clause (Y) of the proviso to the definition of "Eligible Lease" and such
     sublease is pledged as collateral security for the obligations of the
     Eligible Intermediary under the head lease;

          (b) in the case of any Loan with respect to such Eligible Asset, all
     Loan conditions that pertain to any Eligible Lease or other Lease by a
     Borrower of such Eligible Asset (including without limitation requirements
     concerning the perfection of Liens on Collateral, and delivery of copies of
     the Leases and Lessee Notices) shall be satisfied with respect to each such
     Lease to or by the Applicable Intermediary;


                                       35



          (c) all provisions of any Loan Document that pertain to any Eligible
     Lease or other Lease by a Borrower of such Eligible Asset shall apply to
     each such Lease to or by the Applicable Intermediary; and

          (d) the lease/sublease structure shall not result in adverse tax or
     other consequences to the Agent or any Lender which have not been
     indemnified or otherwise addressed to the reasonable satisfaction of the
     Agent.

                                  ARTICLE III

                                    SECURITY

          3.1. Security. As security for the full and timely payment and
performance of all Obligations, each Borrower will, or will cause the Credit
Parties and the Parent Guarantors to, on or before the date of the initial Loan
do or cause to be done all things necessary in the reasonable opinion of the
Agent and its counsel to grant to the Agent for the benefit of the Lenders a
duly perfected first priority security interest under all applicable laws in all
Collateral subject to no prior Lien or other encumbrance (that, in each case,
has not previously been satisfied in full) or restriction on transfer (other
than Permitted Liens).

          3.2. Further Assurances. At the request of the Agent, each Borrower
will, or will cause the Parent Guarantors and other Credit Parties (as the case
may be), to, execute, by its duly authorized officers, alone or with the Agent,
any certificate, instrument, statement or document, or to procure any such
certificate, instrument, statement or document, or to take such other action
(and pay all connected costs) which the Agent reasonably deems necessary from
time to time to create, continue or preserve the liens and security interests in
Collateral (and the perfection and priority thereof) of the Agent contemplated
hereby and by the other Loan Documents and specifically including all Collateral
acquired by the Parent Guarantor, any Borrower, or any Guarantor or any other
Credit Party after the Closing Date.

          3.3. Information Regarding Collateral. Bermuda Holding 2, AI 3 Ltd.,
and each Borrower represents, warrants and covenants that (i) the chief
executive office of the each Parent Guarantor and each Credit Party providing
Collateral pursuant to a Security Instrument (each, a "Grantor") at the Closing
Date is located at the address or addresses specified on Schedule 3.3, and (ii)
Schedule 3.3 contains a true and complete list of (a) the name and address of
each Grantor, (b) each location of the chief executive office and principal
place of business of each Grantor and (c) the country of registration (if
applicable) of each Eligible Asset. No Borrower shall change, or permit any
other Grantor to change, the location of its chief executive office or principal
place of business, or use or permit any other Grantor to use, any additional
trade style, except upon giving not less than thirty (30) days' prior written
notice to the Agent and taking or causing to be taken all such action at the
Borrowers' or such other Grantor's expense as may be reasonably requested by the
Agent to perfect or maintain the perfection of the Lien of the Agent in
Collateral.

          3.4. Quiet Enjoyment. The Agent and each Lender hereby agree that, so
long as no Lease Event of Default shall have occurred and be continuing under an
Eligible Lease, it will not interfere with the quiet enjoyment of the possession
and use of the Eligible Asset by the


                                       36



Applicable Carrier during the term of such Eligible Lease and it will (subject
to any requirements or restrictions imposed by applicable law) dispose of its
interest in the Eligible Asset leased under such Eligible Lease expressly
subject to such Eligible Lease and on terms such that the purchaser provides a
similar right of quiet enjoyment to such Applicable Carrier. Upon the request of
any Borrower, the Agent (on behalf of itself and the Lenders) will confirm the
immediately preceding sentence in writing to any Applicable Carrier.

                                   ARTICLE IV

                             CHANGE IN CIRCUMSTANCES

          4.1. Requirements of Law.

          (a) If the adoption of or any change in any Requirement of Law or in
     the interpretation or application thereof or compliance by any Lender with
     any request or directive (whether or not having the force of law) from any
     central bank or other Governmental Authority made subsequent to the date
     hereof:

               (i) shall impose, modify or hold applicable any reserve, special
          deposit, compulsory loan or similar requirement against assets held
          by, deposits or other liabilities in or for the account of, advances,
          loans or other extensions of credit by, or any other acquisition of
          funds by, any office of such Lender that is not otherwise included in
          the determination of the Eurodollar Rate; or

               (ii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost (other than a
Tax) to such Lender, by an amount that such Lender deems to be material, of
making, converting into, continuing or maintaining Eurodollar Rate Loans or to
reduce any amount receivable hereunder in respect thereof (other than by reason
of any Tax), then, in any such case, the Borrowers shall promptly pay such
Lender, upon its demand, any additional amounts necessary to compensate such
Lender (on an after-tax basis) for such increased cost or reduced amount
receivable. If any Lender becomes entitled to claim any additional amounts
pursuant to this paragraph, it shall promptly notify the Borrowers (with a copy
to the Agent) of the event by reason of which it has become so entitled.

          (b) If any Lender shall have determined that the adoption of or any
     change in any Requirement of Law regarding capital adequacy or in the
     interpretation or application thereof or compliance by such Lender or any
     corporation controlling such Lender with any request or directive regarding
     capital adequacy (whether or not having the force of law) from any
     Governmental Authority made subsequent to the date hereof shall have the
     effect of reducing the rate of return on such Lender's or such
     corporation's capital as a consequence of its obligations hereunder to a
     level below that which such Lender or such corporation could have achieved
     but for such adoption, change or compliance (taking into consideration such
     Lender's or such corporation's policies with respect to capital adequacy)
     by an amount deemed by such Lender to be material, then from time to time,
     after submission by such Lender to the Borrowers (with a copy to the Agent)
     of a written


                                       37



     request therefor, the Borrowers shall pay to such Lender such additional
     amount or amounts as will compensate such Lender or such corporation (on an
     after-tax basis) for such reduction.

          (c) Each Lender shall promptly notify Bermuda Holding 2 Ltd., AI 3
     Ltd., the Parent and the Agent of any event of which it has knowledge
     occurring after the date hereof, which will entitle a Lender to
     compensation pursuant to this Section 4.1, and such Lender shall, upon
     written request by Bermuda Holding 2 Ltd., AI 3 Ltd., the Parent or any
     Borrower, designate a different Applicable Lending Office if such
     designation will avoid the need for, or reduce the amount of, such
     compensation and will not, in the judgment of such Lender, be otherwise
     disadvantageous to it. A certificate as to any additional amounts payable
     pursuant to this Section submitted by any Lender to the Borrowers (with a
     copy to the Agent) shall be conclusive in the absence of manifest error.
     Notwithstanding anything to the contrary in this Section, the Borrowers
     shall not be required to compensate a Lender pursuant to this Section for
     any amounts incurred more than three months prior to the date that such
     Lender notifies the Borrowers of such Lender's intention to claim
     compensation therefor; provided that, if the circumstances giving rise to
     such claim have a retroactive effect, then such three-month period shall be
     extended to include the period of such retroactive effect. The obligations
     of the Borrowers pursuant to this Section shall survive the termination of
     this Agreement and the payment of the Loans and all other amounts payable
     hereunder.

          4.2. Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Loan:

          (a) the Agent determines (which determination shall be conclusive)
     that by reason of circumstances affecting the relevant market, adequate and
     reasonable means do not exist for ascertaining the Eurodollar Rate for such
     Interest Period; or

          (b) the Required Lenders determine (which determination shall be
     conclusive) and notify the Agent that the Eurodollar Rate will not
     adequately and fairly reflect the cost to the Lenders of funding Eurodollar
     Rate Loans for such Interest Period;

then the Agent shall give the Borrowers prompt notice thereof specifying the
relevant Type of Loans and the relevant amounts or periods, and so long as such
condition remains in effect, the Lenders shall be under no obligation to make
additional Loans of such Type, Continue Loans of such Type or to Convert Loans
of any other Type into Loans of such Type, and the Borrowers shall, jointly and
severally, on the last day(s) of the then current Interest Period(s) for the
outstanding Loans of the affected Type, either prepay such Loans or Convert such
Loans into Base Rate Loans in accordance with the terms of this Agreement.

          4.3. Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to make, maintain, or fund Eurodollar Rate Loans
hereunder, then such Lender shall promptly notify the Borrowers thereof and such
Lender's obligation to make or Continue Eurodollar Rate Loans and to Convert
other Types of Loans into Eurodollar Rate Loans shall be suspended until such
time


                                       38



as such Lender may again make, maintain, and fund Eurodollar Rate Loans (in
which case the provisions of Section 4.4 shall be applicable).

          4.4. Treatment of Affected Loans. If the obligation of any Lender to
make a Eurodollar Rate Loan or to Continue, or to Convert Loans of any other
Type into, Loans of a particular Type shall be suspended pursuant to Section 4.1
or 4.3 hereof (Loans of such Type being herein called "Affected Loans" and such
Type being herein called the "Affected Type"), such Lender's Affected Loans
shall be automatically Converted into Base Rate Loans on the last day(s) of the
then current Interest Period(s) for Affected Loans (or, in the case of a
Conversion required by Section 4.3 hereof, on such earlier date as such Lender
may specify to the Borrowers with a copy to the Agent) and, unless and until
such Lender gives notice as provided below that the circumstances specified in
Section 4.1 or 4.3 hereof that gave rise to such Conversion no longer exist:

          (a) to the extent that such Lender's Affected Loans have been so
     Converted, all payments and prepayments of principal that would otherwise
     be applied to such Lender's Affected Loans shall be applied instead to its
     Base Rate Loans; and

          (b) all Loans that would otherwise be made or Continued by such Lender
     as Loans of the Affected Type shall be made or Continued instead as Base
     Rate Loans, and all Loans of such Lender that would otherwise be Converted
     into Loans of the Affected Type shall be Converted instead into (or shall
     remain as) Base Rate Loans.

If such Lender gives notice to the Borrowers (with a copy to the Agent) that the
circumstances specified in Section 4.1 or 4.3 hereof that gave rise to the
Conversion of such Lender's Affected Loans pursuant to this Section 4.4 no
longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Loans of the Affected Type made by other
Lenders are outstanding, such Lender's Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Loans of the Affected Type, to the extent necessary so that,
after giving effect thereto, all Loans held by the Lenders holding Loans of the
Affected Type and by such Lender are held pro rata (as to principal amounts,
Types, and Interest Periods) in accordance with their respective Revolving
Credit Commitments.

          4.5. Compensation. Upon the request of any Lender, Bermuda Holding 2
Ltd., AI 3 Ltd. and the Borrowers, jointly and severally, shall pay to such
Lender such amount or amounts as shall be sufficient (in the reasonable opinion
of such Lender) to compensate it for any loss, cost, or expense incurred by it
as a result of:

          (a) any payment, prepayment, or Conversion of a Eurodollar Rate Loan
     for any reason (including, without limitation, the acceleration of the
     Loans pursuant to Section 9.1) on a date other than the last day of the
     Interest Period for such Loan; or

          (b) any failure by any Borrower for any reason (including, without
     limitation, the failure of any condition precedent specified in Article V
     to be satisfied) to borrow, Convert, Continue, or prepay a Eurodollar Rate
     Loan on the date for such borrowing,


                                       39



     Conversion, Continuation, or prepayment specified in the relevant notice of
     borrowing, prepayment, Continuation, or Conversion under this Agreement.

          4.6. Taxes.

          (a) Any and all payments by any Borrower to or for the account of any
     Lender or the Agent hereunder or under any other Loan Document shall be
     made free and clear of and without deduction or withholding for any and all
     Taxes, and all liabilities with respect thereto, now or hereafter imposed,
     levied, collected, withheld or assessed by any Governmental Authority,
     excluding, in the case of each Lender and the Agent, Taxes imposed on its
     income, receipts, capital, net worth or items of tax preference and
     franchise, doing business and similar Taxes (imposed on it in lieu of net
     income taxes), imposed on such Lender or Agent as a result of a present or
     former connection between the Agent or such Lender and the jurisdiction of
     the Governmental Authority imposing such tax or any political subdivision
     or taxing authority thereof or therein (other than any such connection
     arising solely from the Agent or such Lender having executed, delivered or
     performed its obligations or received a payment under, or enforced, this
     Agreement or any other Loan Document). If any such non-excluded Taxes ("
     Indemnified Taxes") or Other Taxes (as defined below) are required to be
     withheld after the date hereof from or in respect of any sum payable under
     this Agreement or any other Loan Document to any Lender or the Agent, (i)
     the sum payable shall be increased as necessary so that after making all
     required deductions (including deductions applicable to additional sums
     payable under this Section 4.6) such Lender or the Agent receives an amount
     equal to the sum it would have received had no such deductions been made,
     (ii) such Borrower shall make such deductions, (iii) such Borrower shall
     timely pay the full amount deducted to the relevant taxation authority or
     other authority in accordance with applicable law, and (iv) such Borrower
     shall furnish to the Agent, at its address referred to in Section 11.2, the
     original or a certified copy of a receipt evidencing payment thereof or
     other evidence of payment reasonably acceptable to such Lender or the
     Agent; provided however, that the Borrowers shall not be required to
     increase such amounts payable to any Lender with respect to any Taxes (i)
     that are attributable to such Lender's failure to comply with the
     requirements of paragraph (d) or (e) of this Section or (ii) that are
     United States or Irish withholding taxes imposed on amounts payable to such
     Lender at the time such Lender becomes a party to this Agreement, except to
     the extent that such Lender's assignor (if any) was entitled, at the time
     of assignment, to receive additional amounts from the Borrowers with
     respect to such Taxes pursuant to this paragraph.

          (b) In addition, Bermuda Holding 2 Ltd., AI 3 Ltd. and the Borrowers
     agree, jointly and severally, to timely pay any and all present or future
     stamp or documentary taxes which arise from the execution or delivery of
     this Agreement or any other Loan Document or the provision of the security
     interest in any Collateral required hereunder (hereinafter referred to as
     "Other Taxes").

          (c) Bermuda Holding 2 Ltd., AI 3 Ltd. and the Borrowers agree, jointly
     and severally, to indemnify each Lender and the Agent for the full amount
     of Indemnified Taxes and Other Taxes (including, without limitation, any
     Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on
     amounts payable under this Section 4.6)


                                       40



     paid by such Lender or the Agent (as the case may be) and any liability
     (including penalties, interest, and expenses) arising therefrom or with
     respect thereto.

          (d) Each Lender, on or prior to the date of its execution and delivery
     of this Agreement in the case of each Lender listed on the signature pages
     hereof and on or prior to the date on which it becomes a Lender in the case
     of each other Lender, and from time to time thereafter if requested in
     writing by any Borrower or the Agent (unless such failure is due to a
     change in treaty, law or regulation occurring subsequent to the date on
     which a form originally was required to be provided), shall provide the
     Borrowers and the Agent with (i) a complete and properly executed Internal
     Revenue Service Form W-8BEN, W-8ECI or W-8IMY (including all required
     accompanying information), as appropriate, or any successor form prescribed
     by the Internal Revenue Service (including a United States taxpayer
     identification number), certifying that such Lender is entitled to benefits
     under an income tax treaty to which the United States is a party which
     reduces the rate of withholding tax on payments of interest, certifying
     that the Lender is eligible for the "portfolio interest exemption" or
     certifying that the income receivable pursuant to this Agreement is
     effectively connected with the conduct of a trade or business in the United
     States or (ii) Internal Revenue Service Form W-9 or any successor form
     prescribed by the Internal Revenue Service. In addition, each Lender and
     the Agent agrees that it will (i) take all actions reasonably requested by
     Bermuda Holding 2 Ltd., AI 3 Ltd. or a Borrower in writing that are
     consistent with applicable legal and regulatory restrictions to claim any
     available reductions or exemptions from Indemnified Taxes or Other Taxes
     and (ii) otherwise cooperate with Bermuda Holding 2 Ltd., AI 3 Ltd. and the
     Borrowers to minimize any amounts payable by Bermuda Holding 2 Ltd., AI 3
     Ltd. or the Borrowers under this Section 4.6; provided, however, that in
     each case, any out-of-pocket cost relating to such action or cooperation
     requested by Bermuda Holding 2 Ltd., AI 3 Ltd. or a Borrower shall be borne
     by Bermuda Holding 2 Ltd., AI 3 Ltd. or such Borrower and no Lender shall
     be required to take any action that it determines in its sole good faith
     discretion, may be adverse in any non de minimis respect to it and not
     indemnified to its satisfaction. Each Lender listed on the signature page
     hereto represents that it is a Qualifying Lender as of the Closing Date and
     each assignee represents that it is a Qualifying Lender as of the date such
     party becomes an assignee.

          (e) A Lender that is entitled to an exemption from or reduction of
     non-U.S. withholding tax under the law of the jurisdiction in which a
     Borrower is located, or any treaty to which such jurisdiction is a party,
     with respect to payments under this Agreement shall deliver to such
     Borrower (with a copy to the Agent), at the time or times prescribed by
     applicable law or reasonably requested by such Borrower, such properly
     completed and executed documentation prescribed by applicable law as will
     permit such payments to be made without withholding or at a reduced rate,
     provided that such Lender is legally entitled to complete, execute and
     deliver such documentation and in such Lender's judgment such completion,
     execution or submission would not materially prejudice the legal position
     of such Lender.

          (f) If Bermuda Holding 2 Ltd., AI 3 Ltd. or any Borrower is required
     to pay additional amounts to or for the account of any Lender pursuant to
     this Section 4.6, then such Lender will agree to use reasonable efforts to
     change the jurisdiction of its


                                       41



     Applicable Lending Office so as to eliminate or reduce any such additional
     payment which may thereafter accrue if such change, in the sole judgment of
     such Lender, is not otherwise disadvantageous to such Lender.

          (g) Within thirty (30) days after the date of any payment of Taxes,
     Bermuda Holding 2 Ltd., AI 3 Ltd. or the applicable Borrower shall furnish
     to the Agent the original or a certified copy of a receipt evidencing such
     payment or otherwise evidence of such payment as is reasonably acceptable
     to the Agent.

          (h) If the Agent or any Lender receives a refund of any Taxes or Other
     Taxes as to which it has been indemnified by Bermuda Holding 2 Ltd., AI3
     Ltd. or a Borrower or with respect to which Bermuda Holding 2 Ltd., AI3
     Ltd. or a Borrower has paid additional amounts pursuant to this Section
     4.6, it shall pay over such refund to Bermuda Holding 2 Ltd., AI3 Ltd. or
     such Borrower (but only to the extent of indemnity payments made, or
     additional amounts paid, by Bermuda Holding 2 Ltd., AI3 Ltd. or a Borrower
     under this Section 4.6 with respect to the Taxes or Other Taxes giving rise
     to such refund), net of all out-of-pocket expenses (including any net
     increase in Taxes imposed on such Person by reason of such refund and the
     payment by such Person pursuant to this sentence) of the Agent or such
     Lender and without interest (other than any interest paid by the relevant
     Governmental Authority with respect to such refund); provided, that Bermuda
     Holding 2 Ltd., AI3 Ltd. or the Borrower, upon the request of the Agent or
     such Lender, agrees to repay the amount paid over to Bermuda Holding 2
     Ltd., AI3 Ltd. or such Borrower (plus any penalties, interest or other
     charges imposed by the relevant Governmental Authority) to the Agent or
     such Lender in the event the Agent or such Lender is required to repay such
     refund to such Governmental Authority. This paragraph shall not be
     construed to require the Agent or any Lender to make available its tax
     returns (or any other information relating to its taxes which it deems
     confidential) to Bermuda Holding 2 Ltd., AI3 Ltd. or any Borrower or any
     other Person.

          (i) Without prejudice to the survival of any other agreement of
     Bermuda Holding 2 Ltd., AI 3 Ltd. or any Borrower hereunder, the agreements
     and obligations of Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower
     contained in this Section 4.6 shall survive the termination of the
     Revolving Credit Commitments and the payment in full of the Loans.

                                   ARTICLE V

                           CONDITIONS TO MAKING LOANS

          5.1. Conditions of Closing. The effectiveness of this Agreement is
subject to the conditions precedent that:

          (a) the Agent shall have received, in form and substance satisfactory
     to the Agent and Lenders, the following:

               (i) executed originals of each of this Agreement, the Notes (if
          applicable), the initial Facility Guaranties, the initial Parent
          Guarantor Guaranties,


                                       42



          the initial Security Agreements and the other initial Loan Documents,
          together with all schedules and exhibits thereto;

               (ii) the favorable written opinion or opinions with respect to
          the Loan Documents and the transactions contemplated thereby of
          special counsel to the Credit Parties dated the Closing Date
          (including opinions of New York, Bermuda and Irish counsel), addressed
          to the Agent (on behalf of itself and the Lenders), substantially in
          the form of Exhibit G-1 and Exhibit G-3 or otherwise reasonably
          satisfactory to special counsel to the Agent;

               (iii) resolutions of the boards of directors or other appropriate
          governing body (or of the appropriate committee thereof) of each
          Parent Guarantor and Credit Party (except in the case of a Credit
          Party that is a trust), certified by its secretary or assistant
          secretary as of the Closing Date, approving and adopting the Loan
          Documents to be executed by such Person, and authorizing the execution
          and delivery thereof;

               (iv) specimen signatures of officers of each Parent Guarantor and
          the Credit Parties executing the Loan Documents on behalf of such
          party, certified by the secretary or assistant secretary of such
          party;

               (v) the Organizational Documents of each Parent Guarantor, each
          Credit Party and each of the trustees for each Holdings Subsidiary
          Trust certified as of a recent date by the Secretary of State or
          comparable official of its jurisdiction of organization (provided that
          the Trust Agreement of a Holdings Subsidiary Trust may be certified by
          the secretary or assistant secretary of its Beneficial Owner);

               (vi) certificates issued as of a recent date by the Secretaries
          of State or comparable officials of the respective jurisdictions of
          formation of each of the Credit Parties (excluding Holdings Subsidiary
          Trusts) as to the due existence and good standing of such Person;

               (vii) notice of appointment of the initial Authorized
          Representative(s);

               (viii) Uniform Commercial Code financing statements appropriate
          for filing in all places required by applicable law to perfect the
          Liens of the Agent under the Security Instruments as a first priority
          Lien as to items of Collateral in which a security interest may be
          perfected by the filing of financing statements, and such other
          documents and/or evidence of other actions as may be necessary under
          applicable law to perfect the Liens of the Agent under the Security
          Instruments as a first priority Lien in and to such other Collateral
          as the Agent may require;

               (ix) the delivery by the Parent, AA Ireland Ltd., AHC Ltd.,
          Bermuda Holding 2 Ltd., AI 3 Ltd. and the Borrowers of all stock
          certificates and other certificates, if any, evidencing ownership of
          any Pledged Interests, accompanied


                                       43



          in each case by duly executed stock or transfer powers (or other
          appropriate transfer documents) in blank affixed thereto; and

               (x) the delivery by the Parent of an Account Control Agreement
          with respect to each Account listed on Schedule 6.21 and the delivery
          by Bermuda Holding 2 Ltd., AI 3 Ltd., and the Borrowers of "control
          agreements" that have been executed by the respective issuers (and
          consented to by the respective Credit Parties) with respect to any
          uncertificated Pledged Interests; and

               (xi) evidence that any fees payable by any Parent Guarantor or
          any Credit Party on the Closing Date to the Agent and the Lenders have
          been paid in full; and

          (b) In the good faith judgment of the Agent and the Lenders:

               (i) no litigation, action, suit, investigation or other arbitral,
          administrative or judicial proceeding shall be pending or threatened
          which could reasonably be likely to result in a Material Adverse
          Effect; and

               (ii) the Parent Guarantors and the Credit Parties shall have
          received all approvals, consents and waivers, and shall have made or
          given all necessary filings and notices as shall be required to
          consummate the transactions contemplated hereby without the occurrence
          of any default under, conflict with or violation of (A) any applicable
          law, rule, regulation, order or decree of any Governmental Authority
          or arbitral authority or (B) any agreement, document or instrument to
          which any of the Credit Parties is a party or by which any of them or
          their properties is bound.

          (c) Evidence that the Parent has received not less than $400,000,000
     of cash capital contributions from its investors and has the right, without
     restriction, limitation or the requirement to satisfy any condition that
     has not yet been met or waived, to require its shareholders to purchase
     additional shares of the Parent for an aggregate purchase price of
     $100,000,000 (the "$100,000,000 Capital Call").

          5.2. Conditions of Revolving Loans. The obligation of the Lenders to
make Revolving Loans hereunder on or subsequent to the Closing Date (other than
additional loans to a Borrower in connection with Approved Improvements, or a
Qualified Conversion) is subject to the conditions precedent that:

          (a) each of the conditions to making the Revolving Credit Facility
     available to the Borrowers, as set forth in Section 5.1, shall have been
     satisfied on or prior to the date of the initial Loan after the Closing
     Date;

          (b) the representations and warranties of the Credit Parties set forth
     in Article VI and in each of the other Loan Documents shall be true and
     correct in all material respects on and as of the date of such Loan, with
     the same effect as though such representations and warranties had been made
     on and as of such date, except to the extent that such representations and
     warranties expressly relate to an earlier date;


                                       44



          (c) the Borrowing Affiliate with respect to such Loan shall have
     executed and delivered to the Agent an Assumption Letter, and each Borrower
     and the Agent shall have executed such Assumption Letter and the Borrowing
     Affiliate shall have delivered to the Agent all other agreements,
     instruments and documents required by such Assumption Letter;

          (d) the Borrowing Affiliate with respect to such Loan shall have
     delivered to the Agent (i) Facility Guaranties fully executed by any
     Beneficial Owner of such Borrowing Affiliate, by each Subsidiary of any
     such Beneficial Owner (other than such Borrowing Affiliate), by each
     Subsidiary of such Borrowing Affiliate and by the Applicable Intermediary
     (if any); (ii) Pledge Agreements fully executed by the appropriate
     pledgors, granting a security interest in all Pledged Interests with
     respect to each such Beneficial Owner, such Borrowing Affiliate, each
     Subsidiary of any Beneficial Owner, each Subsidiary of such Borrowing
     Affiliate, and the Applicable Intermediary (if any); (iii) Security
     Agreements fully executed by such Borrowing Affiliate, any Beneficial Owner
     of such Borrowing Affiliate, each Subsidiary of any Beneficial Owner, each
     Subsidiary of such Borrowing Affiliate, and the Applicable Intermediary (if
     any); and ((iv) Lockbox Agreements executed by each Borrower;

          (e) the Agent shall have received the latest drafts of the following
     within 5 Business Days prior to the date of the Loan, an organized
     pre-closing of the required documentation shall have occurred at least one
     Business Day prior to the date of the Loan, and the Agent shall have
     received final versions of the following, in form and substance
     satisfactory to the Agent and the Lenders, on or prior to the date of the
     Loan:

               (i) each of the documents and instruments (including without
          limitation the opinions of counsel, the resolutions of boards of
          directors or other appropriate governing bodies or committees, the
          specimen signatures, officer's certificates, Organizational Documents
          and governmental certificates (if any) of existence, qualification,
          good standing and assumed name) required by Section 5.1 as if such
          Borrowing Affiliate had been a Borrowing Affiliate (and its Beneficial
          Owner, their respective Subsidiaries and the Applicable Intermediary
          (if any) had been in such positions) on the Closing Date;

               (ii) with respect to each Financed Eligible Asset registered in
          the United States, the favorable written opinion with respect to the
          Loan Documents and the transactions contemplated thereby of FAA
          Counsel dated the date of such Loan, addressed to the Agent (on behalf
          of itself and the Lenders), substantially in the form of Exhibit G-2
          or otherwise reasonably satisfactory to special counsel to the Agent;

               (iii) with respect to every other Financed Eligible Asset, the
          favorable written opinion with respect to the Loan Documents and the
          transactions contemplated thereby of local counsel in each Applicable
          Foreign Jurisdiction dated the date of such Loan, addressed to the
          Agent (on behalf of itself and the Lenders), substantially in the
          forms of Exhibit G-3 and Exhibit G-4 or otherwise reasonably
          satisfactory to special counsel to the Agent;


                                       45



               (iv) certificates of insurance from qualified brokers of aircraft
          insurance or other evidence satisfactory to the Agent, evidencing all
          insurance required by the Loan Documents (including without limitation
          all insurance required by Exhibit L with respect to each Eligible
          Asset that is to be a Financed Eligible Asset);

               (v) a Borrowing Notice;

               (vi) a certificate of an Authorized Representative substantially
          in the form of Exhibit R containing computations of the Borrowing Base
          and providing information about the Financed Eligible Asset, in each
          case after giving effect to such Loan and any related Financed
          Eligible Asset;

               (vii) Uniform Commercial Code financing statements appropriate
          for filing in all places required by applicable law to perfect the
          Liens of the Agent under the Security Instruments as a first priority
          Lien as to items of Collateral in which a security interest may be
          perfected by the filing of financing statements, and such other
          documents and/or evidence of other actions as may be necessary under
          applicable law to perfect the Liens of the Agent under the Security
          Instruments as a first priority Lien in and to such other Collateral
          as the Agent may require, including without limitation:

                         (1) the delivery by the Borrowers of all stock
                    certificates and other certificates, if any, evidencing
                    ownership of any Pledged Interests, accompanied in each case
                    by duly executed stock or transfer powers (or other
                    appropriate transfer documents) in blank affixed thereto;
                    and

                         (2) the delivery by the Borrowers of "control
                    agreements" that have been executed by the respective
                    issuers (and consented to by the respective Credit Parties)
                    with respect to any uncertificated Pledged Interests;

                         (3) with respect to each Financed Eligible Asset
                    registered in the United States, evidence of the filing with
                    the FAA Recording Office all documents required by the FAA
                    in order to protect the Applicable Borrower's right, title
                    and interest in such Financed Eligible Asset;

                         (4) with respect to each Financed Eligible Asset not
                    registered in the United States, evidence of the filing with
                    each applicable recording office in each Applicable Foreign
                    Jurisdiction of all documents required by such office or any
                    Applicable Foreign Aviation Law in order to protect the
                    Applicable Borrower's right, title and interest in such
                    Financed Eligible Asset in such Applicable Foreign
                    Jurisdiction;


                                       46



                         (5) a copy of the executed purchase agreement and
                    executed bill of sale evidencing the purchase by the
                    Applicable Borrower of each Financed Eligible Asset;

                         (6) copies of the certificates of aircraft registration
                    issued by the FAA and certificates of airworthiness issued
                    by the FAA, in each case with respect to each Aircraft
                    registered in the United States; and

                         (7) evidence of registration and other applicable
                    qualification issued by any Applicable Foreign Jurisdiction
                    to the extent such registration or qualification is required
                    by an Applicable Foreign Aviation Law, in each case with
                    respect to each Eligible Asset not registered in the United
                    States;

               (viii) results of a search of Liens filed with the FAA or any
          Applicable Foreign Jurisdiction with respect to any Eligible Asset
          that is or is to be a Financed Eligible Asset;

               (ix) for each Financed Eligible Asset that will be subject to an
          Eligible Lease on the date of the initial Loan, copies of each such
          Eligible Lease; and

               (x) for each Financed Eligible Asset that will be subject to an
          Eligible Lease on the date of the initial Loan for such Financed
          Eligible Asset, a Lessee Notice and evidence (which may be in the form
          of a legal opinion) that the Agent shall have the right, under the
          laws of the Applicable Foreign Jurisdiction, to enforce directly the
          Eligible Lease against the Lessee, including without limitation, the
          obligation of the Lessee to make payments under the Eligible Lease to
          the applicable Account.

          (f) at the time of (and after giving effect to) the initial Loan, no
     Default or Event of Default specified in Article IX shall have occurred and
     be continuing;

          (g) immediately after giving effect to the initial Loan;

               (i) the aggregate principal balance of all outstanding Revolving
          Loans for each Lender shall not exceed such Lender's Revolving Credit
          Commitment; and

               (ii) the Revolving Credit Outstandings shall not exceed the
          lesser of the Borrowing Base or the Total Revolving Credit Commitment.

          5.3. Conditions of Subsequent Advances Under Revolving Loans. The
obligation of the Lenders to make an additional loan to a Borrower in connection
with Approved Improvements or a Qualified Conversion is subject to the
conditions precedent that:


                                       47



          (a) the representations and warranties of the Credit Parties set forth
     in Article VI and in each of the other Loan Documents shall be true and
     correct in all material respects on and as of the date of such Loan, with
     the same effect as though such representations and warranties had been made
     on and as of such date, except to the extent that such representations and
     warranties expressly relate to an earlier date;

          (b) the Agent shall have received final versions of the following at
     least one Business Day prior to the date of the Loan:

               (i) a Borrowing Notice; and

               (ii) a certificate of an Authorized Representative substantially
          in the form of Exhibit R containing computations of the Borrowing Base
          and providing information about the Financed Eligible Asset, in each
          case after giving effect to such Loan and any related Financed
          Eligible Asset;

          (c) at the time of (and after giving effect to) the initial Loan, no
     Default or Event of Default specified in Article IX shall have occurred and
     be continuing; and

          (d) immediately after giving effect to the initial Loan;

               (i) the aggregate principal balance of all outstanding Revolving
          Loans for each Lender shall not exceed such Lender's Revolving Credit
          Commitment;

               (ii) the Revolving Credit Outstandings shall not exceed the
          lesser of the Borrowing Base or the Total Revolving Credit Commitment.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

          Bermuda Holding 2 Ltd., AI 3 Ltd., each other Guarantor and each
Borrower represents and warrants with respect to itself, its Subsidiaries (if
any) and each other Credit Party (which representations and warranties shall
survive the delivery of the documents mentioned herein and the making of Loans),
that:

          6.1. Organization and Authority.

          (a) Each Borrower, each Subsidiary and each other Credit Party is a
     trust, corporation, partnership or limited liability company duly organized
     and validly existing under the laws of the jurisdiction of its formation;

          (b) Each Borrower, each Subsidiary and each other Credit Party (x) has
     the requisite power and authority to own its properties and assets and to
     carry on its business as now being conducted and as contemplated in the
     Loan Documents, and (y) is qualified to do business in every jurisdiction
     in which failure so to qualify would have a Material Adverse Effect;


                                       48



          (c) Each Borrower has the power and authority to execute, deliver and
     perform this Agreement and the Notes (if applicable), and to borrow
     hereunder, and to execute, deliver and perform each of the other Loan
     Documents to which it is a party;

          (d) Each Credit Party (other than the Borrowers) has the power and
     authority to execute, deliver and perform each of the Loan Documents to
     which it is a party; and

          (e) When executed and delivered, each of the Loan Documents to which
     any Credit Party is a party will be the legal, valid and binding obligation
     or agreement, as the case may be, of such Credit Party (as the case may
     be), enforceable against such Credit Party (as the case may be) in
     accordance with its terms, subject to the effect of any applicable
     bankruptcy, moratorium, insolvency, reorganization or other similar law
     affecting the enforceability of creditors' rights generally and to the
     effect of general principles of equity (whether considered in a proceeding
     at law or in equity);

          6.2. Loan Documents. The execution, delivery and performance by each
Credit Party of each of the Loan Documents to which it is a party:

          (a) have been duly authorized by all requisite Organizational Action
     of such Credit Party (as the case may be) required for the lawful
     execution, delivery and performance thereof;

          (b) do not violate any provisions of (i) applicable law, rule or
     regulation, (ii) any judgment, writ, order, determination, decree or
     arbitral award of any Governmental Authority or arbitral authority binding
     on such Credit Party or their respective properties, or (iii) the
     Organizational Documents of such Credit Party;

          (c) does not and will not be in conflict with, result in a breach of
     or constitute an event of default, or an event which, with notice or lapse
     of time or both, would constitute an event of default, under any contract,
     indenture, agreement or other instrument or document to which such Credit
     Party is a party, or by which the properties or assets of such Credit Party
     are bound; and

          (d) does not and will not result in the creation or imposition of any
     Lien upon any of the properties or assets of such Credit Party or any
     Subsidiary except any Liens in favor of the Agent and the Lenders created
     by the Security Instruments;

          6.3. Solvency. At the time of each Loan to a Borrower, such Borrower
and each Beneficial Owner of such Borrower and each Eligible Intermediary, if
any, is Solvent after giving effect to the transactions contemplated by the Loan
Documents;

          6.4. Subsidiaries and Stockholders. No Borrower or Guarantor (other
than Bermuda Holding 2 Ltd., and AI 3 Ltd.) has any Subsidiaries, except that a
Guarantor may have a beneficial interest in a Borrower, a Borrower may own an
Eligible Intermediary and a Borrower may be a Subsidiary of a Guarantor;


                                       49



          6.5. Ownership Interests.

          (a) No Borrower or Guarantor owns any interest in any Person, except
     that a Guarantor may have a beneficial interest in a Borrower, and a
     Borrower may own an Eligible Intermediary; and

          (b) Bermuda Holding 2 Ltd. or AI 3 Ltd. owns, directly or indirectly,
     all of the Capital Stock of each Borrower, except for directors' qualifying
     shares, if any.

          6.6. Liens. The Agent (for itself and on behalf of the Lenders) has a
first priority perfected Lien (subject to Permitted Liens) on all Collateral
under the Security Instruments;

          6.7. Title to Properties. Each Borrower and each of its Subsidiaries,
each Guarantor and each other Credit Party has good and marketable title to all
its real and personal properties, subject to no transfer restrictions or Liens
of any kind except as provided in the Security Instruments and the Leases; and

          6.8. Taxes. Except as set forth in Schedule 6.8, each Borrower, each
of its Subsidiaries, each Guarantor and each other Credit Party has filed or
caused to be filed all federal, state, local and foreign Tax returns in each
case that are required to be filed by it and that, the failure to file, would
have a Material Adverse Effect (individually or in the aggregate) and, except
for Taxes and assessments being contested in good faith by appropriate
proceedings diligently conducted and against which reserves in accordance with
GAAP reflected in the financial statements most recently delivered pursuant to
Section 7.1(a) and satisfactory to the Borrowers' independent certified public
accountants have been established, have paid or caused to be paid all Taxes as
shown on said returns or on any assessment received by it, to the extent that
such Taxes have become due;

          6.9. Other Agreements. No Guarantor, other Credit Party nor any
Subsidiary of Bermuda Holding 1 Ltd or of AI 3 Ltd:

               (i) is a party to or subject to any judgment, order, decree,
          agreement, lease or instrument, or subject to other restrictions,
          which individually or in the aggregate could reasonably be expected to
          have a Material Adverse Effect;

               (ii) is in default in the performance, observance or fulfillment
          of any of the obligations, covenants or conditions contained in any
          agreement or instrument to which such Guarantor, other Credit Party or
          such Subsidiary is a party, which default has, or if not remedied
          within any applicable grace period could reasonably be likely to have,
          a Material Adverse Effect; or

               (iii) shall have, prior to its execution of the Assumption
          Letter, conducted business other than related to the acquisition,
          leasing, maintenances, financing (solely under the Loan Documents),
          ownership and disposition of Eligible Assets or have incurred any
          liabilities except to the extent related to such business, including,
          without limitation, under the Eligible Lease to which it is a party,
          an aircraft acquisition, sale, maintenance or overhaul agreement and
          the


                                       50



          Loan Documents, none of which liabilities (except (a) the purchase
          price in respect of an Eligible Asset, (b) liabilities in respect of
          Approved Improvements and (c) those arising under the Loan Documents
          and the Eligible Leases) are material to the Borrowers taken as a
          whole.

          6.10. Litigation. Except as set forth in Schedule 6.10, there is no
action, suit, investigation or proceeding at law or in equity or by or before
any governmental instrumentality or agency or arbitral body pending, or, to the
knowledge of any Borrower, threatened by or against any Guarantor, any Borrower
or any Subsidiary of Bermuda Holding 1 Ltd or of AI 3 Ltd or any other Credit
Party or affecting any such Person or any properties or rights of any such
Person, which could reasonably be likely to have a Material Adverse Effect;

          6.11. Federal Regulations. No part of the proceeds of any Loans, and
no other extensions of credit hereunder, will be used (a) for "buying" or
"carrying" any "margin stock" within the respective meanings of each of the
quoted terms under Regulation U as now and from time to time hereafter in effect
for any purpose that violates the provisions of the Regulations of the Board or
(b) for any purpose that violates the provisions of the Regulations of the
Board. If requested by any Lender or the Agent, the Borrowers will furnish to
the Agent and each Lender a statement to the foregoing effect in conformity with
the requirements of FR Form G-3 or FR Form U-1, as applicable, referred to in
Regulation U.

          6.12. Investment Company. No Credit Party is an "investment company,"
or "promoter" or "principal underwriter" for, an "investment company", as such
terms are defined in the Investment Company Act of 1940, as amended (15 U.S.C.
Section 80a-1, et seq.). The application of the proceeds of the Loans and
repayment thereof by each Borrower and the performance by each Borrower and the
other Credit Parties of the transactions contemplated by the Loan Documents will
not violate any provision of said Act, or any rule, regulation or order issued
by the Securities and Exchange Commission thereunder, in each case as in effect
on the date hereof;

          6.13. Patents, Etc. Each Borrower, each Guarantor and each other
Credit Party owns or has the right to use, under valid license agreements or
otherwise, all material patents, licenses, franchises, trademarks, trademark
rights, trade names, trade name rights, trade secrets and copyrights necessary
to or used in the conduct of its businesses as now conducted and as contemplated
by the Loan Documents, without known conflict with any patent, license,
franchise, trademark, trade secret, trade name, copyright, other proprietary
right of any other Person;

          6.14. No Untrue Statement. Neither (a) this Agreement nor any other
Loan Document or certificate or document executed and delivered by or on behalf
of any Parent Guarantor, any Borrower or any other Credit Party in accordance
with or pursuant to any Loan Document nor (b) any written statement,
representation, or warranty provided to the Agent in connection with the
negotiation or preparation of the Loan Documents contains any misrepresentation
or untrue statement of material fact or omits to state a material fact
necessary, in light of the circumstance under which it was made, in order to
make any such warranty, representation or statement contained therein not
misleading;


                                       51



          6.15. No Consents, Etc. Neither the respective businesses or
properties of the Credit Parties or any Subsidiary, nor any relationship among
the Credit Parties or any Subsidiary and any other Person, nor any circumstance
in connection with the execution, delivery and performance of the Loan Documents
and the transactions contemplated thereby, is such as to require a consent,
approval or authorization of, or filing, registration or qualification with, any
Governmental Authority or any other Person on the part of any Credit Party as a
condition to the execution, delivery and performance of, or consummation of the
transactions contemplated by the Loan Documents, which, if not obtained or
effected, would be reasonably likely to have a Material Adverse Effect, or if
so, such consent, approval, authorization, filing, registration or qualification
has been duly obtained or effected, as the case may be;

          6.16. Employee Benefit Plans.

          (a) Neither any Guarantor nor any Borrower or any of their respective
     Subsidiaries has or has ever sponsored any Employee Benefit Plan, any
     Single Employer Plan or any Multiemployer Plan, or had any obligation to
     fund any such plan;

          (b) Neither any Borrower nor any ERISA Affiliate has incurred any
     "accumulated funding deficiency" within the meaning of Section 412 of the
     Code or Section 302 of ERISA with respect to any Single Employer Plan,
     whether or not waived, during the six-year period prior to the date on
     which this representation is made or deemed made or any other liability to
     the PBGC which remains outstanding, in each case, in an amount that would
     be reasonably likely to have a Material Adverse Effect;

          (c) No Termination Event has occurred during the six-year period prior
     to the date on which this representation is made or deemed made or is
     reasonably expected to occur with respect to any Single Employer Plan or
     Multiemployer Plan, neither any Borrower nor any ERISA Affiliate has
     incurred any unpaid withdrawal liability with respect to any Multiemployer
     Plan that, in each case, could be reasonably expected to have a Material
     Adverse Effect; and

          (d) The present value of all accrued benefits under each Single
     Employer Plan (based on those assumptions used to fund such Single Employer
     Plan) did not, as of the last annual valuation date prior to the date on
     which this representation is made or deemed made for each such plan, exceed
     the then current value of the assets of such Single Employer Plan allocable
     to such benefits by a material amount;

          6.17. No Default. As of the date hereof, there does not exist any
Default or Event of Default hereunder;

          6.18. Environmental Laws. Except as listed on Schedule 6.18, each
Borrower, each Guarantor and each Subsidiary of Bermuda Holding 1 Ltd or of AI 3
Ltd is in compliance with all applicable Environmental Laws and has been issued
and currently maintains all required federal, state and local permits, licenses,
certificates and approvals. Except as listed on Schedule 6.18, neither any
Borrower, any Guarantor nor any Subsidiary of Bermuda Holding 1 Ltd or of AI 3
Ltd has been notified of any pending or threatened action, suit, proceeding or
investigation, and neither any Borrower, any Guarantor nor any Subsidiary of
Bermuda Holding 1 Ltd or of AI


                                       52



3 Ltd is aware of any facts, which (a) calls into question, or could reasonably
be expected to call into question, compliance by any Borrower, any Guarantor or
any Subsidiary of Bermuda Holding 1 Ltd or of AI 3 Ltd 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 Borrower's, any Guarantor's or any
of Bermuda Holding 1 Ltd's or of AI 3 Ltd's Subsidiary's business 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 any Borrower, any
Guarantor or any Subsidiary of Bermuda Holding 1 Ltd or of AI 3 Ltd or other
Credit Party to be subject to any restrictions on ownership, use, occupancy or
transferability under any Environmental Law;

          6.19. Employment Matters. No Borrower, Guarantor or Credit Party has
or has ever had any employee other than officers thereof;

          6.20. Taxes. AI3 Ltd. is eligible for the benefits of the Income Tax
Treaty between the United States of America and Ireland. No Borrower, to its
knowledge, as of the date of this Agreement, is required to withhold or deduct
any Taxes imposed by any non-U.S. Governmental Authority, in an amount or to an
extent that would be reasonably expected to have a Material Adverse Effect; and

          6.21. Parent Guarantor Representations and Warranties. On the Closing
Date the Representations and Warranties of each Parent Guarantor contained in
their respective Parent Guarantor Guaranty are true, correct and complete in all
material respects when made or deemed made.

                                  ARTICLE VII

                              AFFIRMATIVE COVENANTS

          Unless the Required Lenders shall otherwise consent in writing,
Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower will, and where applicable
will cause each Parent Guarantor, each other Guarantor and each Subsidiary (if
any) to:

          7.1. Financial Reports, Etc.

          (a) As soon as practical and in any event within 90 days after the end
     of each Fiscal Year, deliver or cause to be delivered to the Agent and each
     Lender audited consolidated balance sheets of Parent and its Subsidiaries
     as at the end of such Fiscal Year, and the notes thereto (if any), and the
     relating audited consolidated statements of income, changes in
     stockholders' (or members') equity and cash flows, and the respective notes
     thereto (if any), for such Fiscal Year, setting forth comparative financial
     statements for the preceding year (if applicable), reported on by Ernst &
     Young LLP or other independent certified public accountants of nationally
     recognized standing all prepared in accordance with GAAP and accompanied by
     a certificate of an Authorized Representative, which certificate shall be
     in the form of Exhibit H;


                                       53



          (b) as soon as practical and in any event within 60 days after the end
     of each fiscal quarter (except the last fiscal quarter of the Fiscal Year),
     deliver to the Agent and each Lender consolidated income statements of
     Parent and its Subsidiaries prepared in accordance with GAAP and
     accompanied by a certificate of an Authorized Representative to the effect
     that such financial statements present fairly, in all material respects,
     the financial position of Parent and its Subsidiaries and of each of the
     Borrowers and their respective Subsidiaries as of the end of such fiscal
     period and the results of their operations for such fiscal period;

          (c) at any time after March 31, 2006, as soon as practical and in any
     event within 10 days after the end of each calendar month with respect to a
     draft (for the Agent) and within 30 days after the end of each calendar
     month with respect to a final report (for the Agent and each Lender),
     deliver or cause to be delivered as set forth above a Monthly Servicer and
     Covenant Compliance Report, providing information about the Financed
     Eligible Asset, and stating that each Borrower is in compliance with the
     covenants and terms hereof and that no Default or Event of Default has
     occurred and is continuing, in each case as of the end of such month, which
     certificate shall be in the form of Exhibit P;

          (d) promptly upon their becoming available to Bermuda Holding 2 Ltd.,
     AI 3 Ltd. or any Borrower, such Person shall deliver to the Agent and each
     Lender a copy of (i) all regular or special reports or effective
     registration statements which Bermuda Holding 2 Ltd., AI 3 Ltd., any
     Borrower, any Guarantor or any Subsidiary shall file with the Securities
     and Exchange Commission (or any successor thereto) or any securities
     exchange, (ii) any proxy statement distributed by Bermuda Holding 2 Ltd.,
     AI 3 Ltd., any Borrower, any Guarantor or any Subsidiary to its
     shareholders, bondholders or the financial community in general, and (iii)
     any management letter or other report submitted to any Borrower, any
     Guarantor or any Subsidiary by independent accountants in connection with
     any annual, interim or special audit of any Borrower or any Subsidiary; and

          (e) promptly, from time to time, deliver or cause to be delivered to
     the Agent and each Lender such other information regarding Bermuda Holding
     2 Ltd.'s, AI 3 Ltd.'s, any Borrower's, any Guarantor's and any Subsidiary's
     operations, business affairs and financial condition as the Agent or such
     Lender may reasonably request.

Subject to Section 11.15, the 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 Agent, to any
Governmental Authority having jurisdiction over the Agent or any of the Lenders
pursuant to any written request therefor or in the ordinary course of
examination of loan files, or to any other Person who shall acquire or consider
the assignment of, or acquisition of any participation interest in, any
Obligation permitted by this Agreement;

          7.2. Maintain Properties. If a Financed Eligible Asset is not subject
to an Eligible Lease, maintain and make repairs to such Financed Eligible Asset
in compliance with the requirements set forth in Section 3.4 of the Security
Agreement; and each Borrower, Guarantor and Subsidiary shall maintain all other
properties necessary to its operations in good working order and condition, make
all needed repairs, replacements and renewals to such other


                                       54



properties, and maintain free from Liens 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 customary and prudent business
practices;

          7.3. Existence, Qualification, Etc. Except as otherwise expressly
permitted under Section 8.7, do or cause to be done all things necessary to
preserve and keep in full force and effect its existence and all material rights
and franchises, and maintain its license or qualification to do business as a
foreign corporation and good standing in each jurisdiction in which its
ownership or lease of property or the nature of its business makes such license
or qualification necessary;

          7.4. Regulations and Taxes. Comply in all material respects with or
contest in good faith all statutes and governmental regulations and timely pay
all Taxes, assessments, governmental charges, claims for labor, supplies, rent
and any other obligation which, if unpaid, would become a Lien other than a
Permitted Lien against any of its properties;

          7.5. Insurance. Maintain or cause to be maintained with respect to
each Financed Eligible Asset and all other Collateral the insurance described on
Exhibit L and cause the Agent for itself and on behalf of the Lenders to be
named additional insureds (in the case of any liability insurance) and loss
payee or contract party (in the case of any hull insurance) on such insurance
and on any and all other insurance maintained by any Credit Party with respect
to such Financed Aircraft or provided by or on behalf of a lessee or other
Person pursuant to the terms of any Lease;

          7.6. True Books. Keep true books of record and account in which full,
true and correct entries will be made of all of its dealings and transactions,
and set up on its books such reserves as may be required by GAAP with respect to
doubtful accounts and all taxes, assessments, charges, levies and claims and
with respect to its business in general, and include such reserves in interim as
well as year-end financial statements;

          7.7. Right of Inspection. Permit any Person designated by any Lender
or the Agent to visit and inspect any Financed Eligible Asset, or any other
property, corporate book or financial report of any Borrower or any Subsidiary
and to discuss its affairs, finances and accounts with its principal officers
and independent certified public accountants; and cause each Eligible Carrier to
permit any Person designated by any Lender or any Agent to inspect any Financed
Eligible Asset, all at reasonable times, at reasonable intervals and with
reasonable prior notice, subject to any restriction on inspection contained in
an Eligible Lease with respect to such Financed Eligible Asset, provided that
notwithstanding any such Lease, (a) any Person designated by a Lender or the
Agent may inspect such Financed Eligible Asset at any reasonable time upon an
event of default under such Lease, and (b) upon any Event of Default, the
Applicable Borrower will use its best efforts to cause the Applicable Carrier
(and any other Person) to permit any Person designated by a Lender or the Agent
to inspect such Financed Eligible Asset at any time;


                                       55



          7.8. Observe all Laws. Conform to and duly observe in all material
respects all laws, rules and regulations and all other valid requirements of any
Governmental Authority with respect to the conduct of its business;

          7.9. Governmental Licenses. Obtain and maintain all licenses, permits,
certifications and approvals of all applicable Governmental Authorities as are
required for the conduct of its business as currently conducted and as
contemplated by the Loan Documents;

          7.10. Covenants Extending to Other Persons. Cause each Guarantor and
each of their respective Subsidiaries (if any) to do with respect to itself, its
business and its assets, each of the things required of any Borrower in Sections
7.2 through 7.9, and 7.18 inclusive;

          7.11. Officer's Knowledge of Default. Upon any officer of any
Guarantor or any Borrower obtaining knowledge of any Default or Event of Default
hereunder or under any other obligation of any Borrower or any Subsidiary or
other Credit Party to any Lender, or any event, development or occurrence which
could reasonably be expected to have a Material Adverse Effect, cause such
officer or an Authorized Representative to promptly notify the Agent of the
nature thereof, the period of existence thereof, and what action such Borrower
or such Subsidiary or other Credit Party proposes to take with respect thereto;

          7.12. Suits or Other Proceedings. Upon any officer of any Guarantor or
any Borrower obtaining knowledge of any action, suit, litigation, investigation,
or other proceeding being instituted or threatened against any Borrower or any
Subsidiary or other Credit Party, in any court or before any Governmental
Authority, or any attachment, levy, execution or other process being instituted
against any assets of any Borrower or any Subsidiary or other Credit Party,
making a claim or claims in an aggregate amount greater than $250,000, exclusive
of punitive damages, not otherwise covered by insurance or that would otherwise
be reasonably expected to have a Material Adverse Effect, promptly deliver to
the Agent written notice thereof stating the nature and status of such action,
suit, litigation, investigation, dispute, proceeding, levy, execution or other
process;

          7.13. Notice of Environmental Complaint or Condition. Promptly provide
to the Agent true, accurate and complete copies of any and all notices,
complaints, orders, directives, claims or citations received by any Borrower,
any Guarantor or any Subsidiary relating to any (a) violation or alleged
violation by any Borrower, any Guarantor or any Subsidiary of any applicable
Environmental Law; (b) release or threatened release by any Borrower, any
Guarantor or any Subsidiary, or by any Person handling, transporting or
disposing of any Hazardous Material on behalf of any Borrower, any Guarantor or
any Subsidiary, or at any facility or property owned or leased or operated by
any Borrower, any Guarantor or any Subsidiary, of any Hazardous Material, except
where occurring legally pursuant to a permit or license; or (c) liability or
alleged liability of any Borrower, any Guarantor or any Subsidiary for the costs
of cleaning up, removing, remediating or responding to a release of Hazardous
Materials;

          7.14. Environmental Compliance. If any Borrower, any Guarantor or any
Subsidiary shall receive any letter, notice, complaint, order, directive, claim
or citation alleging that any Borrower, any Guarantor or any Subsidiary has
violated any Environmental Law, has


                                       56



released any Hazardous Material, or is liable for the costs of cleaning up,
removing, remediating or responding to a release of Hazardous Materials, any
Borrower, any Guarantor and any Subsidiary shall, within the time period
permitted and to the extent required by the applicable Environmental Law or the
Governmental Authority responsible for enforcing such Environmental Law, remove
or remedy, or cause the applicable Subsidiary to remove or remedy, such
violation or release or satisfy such liability;

          7.15. Indemnification. Without limiting the generality of Section
11.9, Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower hereby agrees jointly
and severally to indemnify and hold the Agent and the Lenders, and their
respective officers, directors, employees and agents, harmless from and against
any and all claims, losses, penalties, liabilities, damages and expenses
(including assessment and cleanup costs and reasonable attorneys', consultants'
or other expert fees, expenses and disbursements) arising directly or indirectly
from, out of or by reason of (a) the violation of any Environmental Law by any
Borrower or any Subsidiary or with respect to any property owned, operated or
leased by any Borrower or any Subsidiary or (b) the handling, storage,
transportation, treatment, emission, release, discharge or disposal of any
Hazardous Materials by or on behalf of any Borrower or any Subsidiary, or on or
with respect to property owned or leased or operated by any Borrower or any
Subsidiary. The provisions of this Section 7.15 shall survive repayment of the
Obligations and expiration or termination of this Agreement;

          7.16. Further Assurances. At the Borrowers' cost and expense, upon
request of the Agent, duly execute and deliver or cause to be duly executed and
delivered, to the Agent such further instruments, documents (including any
additional Facility Guaranties or Parent Guarantor Guaranties in connection with
new Guarantors and Parent Guarantors), certificates, financing and continuation
statements, and do and cause to be done such further acts that may be reasonably
necessary or advisable in the reasonable opinion of the Agent to carry out more
effectively the provisions and purposes of this Agreement, the Security
Instruments and the other Loan Documents;

          7.17. Hedging Agreements. Subject to Section 8.4, each Borrower or any
Guarantor may, in its sole discretion, maintain Hedging Agreements with a Lender
or a Lender Affiliate in an aggregate notional amount for the Borrowers and
Guarantors not greater than the Total Revolving Credit Agreement;

          7.18. Continued Operations. Subject to Section 8.15, continue at all
times to conduct its business and engage principally in the same line or lines
of business substantially as heretofore conducted;

          7.19. Maintenance of Eligible Assets; Other Covenants and
Restrictions; Non-Discrimination.

          (a) Ensure that any Lease with respect to any Financed Eligible Asset
     contains covenants and restrictions regarding the maintenance, alteration,
     replacement, pooling, sublease and (in the case of a Lease) return of such
     Eligible Asset by the Applicable Carrier, which covenants and restrictions
     satisfy the requirements of Schedule 7.19(a) hereto;


                                       57



          (b) Promptly and diligently take or cause to be taken all steps which
     a prudent international aircraft lessor or financier would reasonably take
     in light of all of the relevant circumstances to compel the relevant
     Eligible Carrier to comply with the terms of any Lease, or, if applicable
     and the Applicable Borrower is entitled to do so, to repossess the
     applicable Financed Eligible Asset (and, if a prudent international
     aircraft lessor or financier would determine it necessary or desirable, to
     de-register and export the same to a safe location) if any failure to
     comply with such Lease is not promptly remedied;

          7.20. Re-registration of Eligible Assets. Ensure that any Lease with
respect to any Eligible Asset contain covenants and restrictions regarding
re-registration of such Eligible Asset, which covenants and restrictions satisfy
the requirements of the Security Agreement;

          7.21. Employee Benefit Plans. Without limiting the generality of
Section 8.9, with reasonable promptness, and in any event within thirty (30)
days after any Borrower knows or has reason to know thereof, give notice to the
Agent of (a) the establishment of any Single Employer Plan (which notice shall
include a copy of such plan), (b) the failure of any Borrower or any ERISA
Affiliate to make a required installment or payment under Section 302 of ERISA
or Section 412 of the Code by the due date; (c) the occurrence of a Termination
Event with respect to any Single Employer Plan or Multiemployer Plan; and (d)
the institution of proceedings or the taking of any other action by the PBGC or
any Borrower or any ERISA Affiliate or any Multiemployer Plan with respect to
the withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan;

          7.22. Accounts. Bermuda Holding 2 Ltd., AI 3 Ltd., the Guarantors and
the Borrowers shall establish the Accounts as provided in the Lockbox Agreement
and shall deposit all proceeds (including without limitation rent) from any
Lease of any Financed Eligible Asset to the Accounts designated under the
Lockbox Agreement;

          7.23. Eligible Lease; Lessee Notice. Deliver to the Agent promptly
upon execution, any Lease entered into by any Borrower, together with a Lessee
Notice in connection with such Lease, the opinion referred to in Section
5.2(e)(iii) and the evidence referred to in Section 5.2(e)(x); and

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

          Unless the Required Lenders shall otherwise consent in writing,
Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower will not, and will cause
each Guarantor and each Subsidiary thereof (if any) not to:

          8.1. Acquisitions. Enter into any agreement, contract, binding
commitment or other arrangement providing for any Acquisition, or take any
action to solicit the tender of securities or proxies in respect thereof in
order to effect any Acquisition, except for the Acquisition of a Subsidiary as
permitted by Section 8.6;


                                       58



          8.2. Capital Expenditures. Make or become committed to make any
Capital Expenditures, except for Capital Expenditures to maintain or purchase
Eligible Assets or in connection with Approved Improvements and Qualified
Conversions;

          8.3. Liens. Incur, create or permit to exist any Lien, charge or other
encumbrance of any nature whatsoever with respect to (a) any property or assets
now owned or hereafter acquired by any Borrower, any Guarantor or any Subsidiary
or (b) any Financed Eligible Asset, except the following (the "Permitted
Liens"):

               (i) Liens created under the Security Instruments in favor of the
          Agent and the Lenders; and Liens arising under the Eligible Leases in
          favor of the Applicable Intermediary (as lessor) or the Applicable
          Borrower which Liens in each case have been assigned to the Agent;

               (ii) Liens set forth in Schedule 6.7;

               (iii) Liens imposed by law for Taxes (A) not yet due or (B) which
          are being contested in good faith by appropriate proceedings
          diligently conducted, each of which Liens in clause (B) above shall be
          fully bonded over, to the reasonable satisfaction of the Agent;

               (iv) statutory Liens of landlords and Liens of mechanics,
          materialmen and other Liens imposed by law or created in the ordinary
          course of business and (i) in existence less than 90 days from the
          date of creation thereof for amounts not yet due or (ii) which are
          being contested in good faith by appropriate proceedings diligently
          conducted, which are inferior in respect of the Collateral to the
          Liens conferred under the Security Instruments or have been fully
          bonded over to the reasonable satisfaction of the Agent, and with
          respect to which adequate reserves or other appropriate provisions are
          being maintained in accordance with GAAP;

               (v) Liens arising out of any judgment or award with respect to
          which an appeal or proceeding for review is being prosecuted in good
          faith by appropriate proceedings diligently conducted, and with
          respect to which a stay of execution is in effect;

               (vi) Liens created by the Applicable Carrier under an Eligible
          Lease that are not subject to clause (vii) below, which Liens are
          created without the knowledge of the Applicable Borrower and are
          released or fully bonded over to the reasonable satisfaction of the
          Agent within 30 days after the Applicable Borrower has notice or
          knowledge of any such Lien;

               (vii) with respect to any Lease and the related Eligible Asset,
          (i) any "Permitted Liens" (as defined in or the equivalent term in
          such Lease Agreement and as agreed to by the Agent) (except a
          Permitted Lien that is a Lessor Lien (as defined in or the equivalent
          term in such Lease Agreement)), and (ii) any other Lien created by a
          Lessee, a sublessee of a Lessee or any Person claiming by or through a
          Lessee or sublessee, in each case in this clause (ii) as agreed to by
          the Agent; provided, that with respect to Liens of the type listed in
          clause (ii), such


                                       59



          Lien is being contested in good faith by appropriate proceedings or,
          upon the Applicable Borrower receiving notice or knowledge of such
          Lien, such Applicable Borrower is diligently and promptly enforcing
          the lessor's rights against the Lessee;

               (viii) any head lease in respect of any Eligible Asset;

               (ix) any Lien from air navigation authority, airport tending,
          gate or handling (or similar) charges or levies (A) not yet overdue or
          (B) which are being contested in good faith by appropriate
          proceedings, each of which Liens in clause (B) above shall be fully
          bonded over, to the reasonable satisfaction of the Agent;

               (x) Liens securing Indebtedness described in Section 8.4(b);

               (xi) Liens securing Indebtedness described in Section 8.4(f);

               (xii) Liens granted by a Borrower, Guarantor or any Subsidiary
          thereof in favor of a Lender or an Affiliate of a Lender in an
          aggregate amount not to exceed $10,000,000 in connection with
          Indebtedness permitted under Section 8.4(c).

          8.4. Indebtedness. Incur, create, assume or permit to exist any
Indebtedness of Bermuda Holdings 2 Ltd., AI 3 Ltd., any Guarantor or any
Subsidiary thereof, howsoever evidenced, except:

          (a) Indebtedness owing to (including guaranties in favor of) the Agent
     or any Lender in connection with this Agreement, any Note or other Loan
     Document;

          (b) the endorsement of negotiable instruments for deposit or
     collection or similar transactions in the ordinary course of business;

          (c) Indebtedness arising from Hedging Agreements permitted under
     Section 7.17; provided that the aggregate notional amount of Hedging
     Agreements shall not exceed the Total Revolving Credit Commitment;

          (d) unsecured intercompany Indebtedness for loans and advances made by
     Bermuda Holding 2 Ltd., AI 3 Ltd. or any Beneficial Owner to a Borrower or
     a Guarantor, provided that such intercompany Indebtedness is evidenced by a
     promissory note or similar written instrument acceptable to the Agent which
     provides that such Indebtedness is subordinated to obligations, liabilities
     and undertakings of the holder or owner thereof under the Loan Documents on
     terms acceptable to the Agent;

          (e) Contingent Obligations of Bermuda Holding 2 Ltd., AI 3 Ltd. or any
     other Credit Party in support of the obligations of any Credit Party.

          (f) Contingent Obligations of any Credit Party in support of any
     Subsidiary in connection with the purchase of an Eligible Asset or with an
     Eligible Lease pursuant to which such Subsidiary is the lessor; and


                                       60



          (g) Indebtedness existing on the date hereof and listed on Schedule
     8.4 hereof.

          8.5. Transfer of Assets. Sell, lease, transfer or otherwise dispose of
any assets other than (a) leases by Borrowers and Applicable Intermediaries of
Eligible Assets under Eligible Leases, (b) sales by Borrowers and Applicable
Intermediaries of Eligible Assets or all of the beneficial interest or ownership
of a Beneficial Owner or a Borrower, provided that (i) the purchaser of such
Eligible Asset or beneficial interest from a Borrower or Applicable Intermediary
shall have acknowledged receipt of the Applicable Borrower's irrevocable
instruction to pay the sales price for such Eligible Asset or beneficial
interest directly to the Collection Account identified in the Lockbox Agreement
to which the Applicable Borrower is a party, (ii) the net proceeds of such sales
are promptly applied in accordance with Section 2.3(b), and (iii) at the time of
any such sale the requirements of Section 2.13 for release of the respective
Borrower or Guarantor have been satisfied, or (c) Engine swaps, interchange or
pooling arrangements to the extent permitted under any Eligible Lease;

          8.6. Subsidiaries; Investments. Own, create or permit to exist any
Subsidiary of Bermuda Holdings 2 Ltd., AI 3 Ltd., any Borrower or any Guarantor
(except that a Guarantor may own beneficial interests in, or (subject to Section
8.4(d)) make advances to, a Borrower or another Guarantor and any Credit Party
may own an Applicable Intermediary), 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 loans referred to in
Section 8.4(d);

          8.7. Merger or Consolidation.

          . (a) Consolidate with or merge into any other Person, or (b) permit
any other Person to merge into it, or (c) liquidate, wind-up or dissolve or
sell, transfer or lease or otherwise dispose of all or a substantial part of its
assets without the consent of the Agent, except as permitted by Section 8.5 and
except in the case of a Borrower or Guarantor that simultaneously terminates its
status as a Borrower or Guarantor hereunder in accordance with Section 2.13;

          8.8. Transactions with Affiliates. Other than transactions permitted
under Section 8.7, enter into any transaction after the Closing Date, including,
without limitation, the purchase, sale, lease or exchange of property, real or
personal, or the rendering of any service, with any Affiliate of such Person,
except (a) that such Persons may render services to any Parent Guarantor or any
Subsidiary of any Parent Guarantor for compensation at the same rates generally
paid by Persons engaged in the same or similar businesses for the same or
similar services, (b) that any Parent Guarantor or any Subsidiary thereof may
render services to such Persons for compensation at the same rates generally
charged by the Parent Guarantor or such Subsidiary, and (c) in either case in
the ordinary course of business and pursuant to the reasonable requirements of
such Person's business consistent with past practice of such Person and upon
fair and reasonable terms no less favorable to such Person than would be
obtained in a comparable arm's-length transaction with a Person not an
Affiliate;

          8.9. Employee Benefit Plans; ERISA Affiliates; Employees. Sponsor any
Employee Benefit Plan or any Multiemployer Plan or agree to have any obligation
to fund any such plan, or hire or retain any employee other than officers
thereof;


                                       61



          8.10. Fiscal Year. Change its Fiscal Year, or have any fiscal year
other than the Fiscal Year;

          8.11. Dissolution, etc. Wind up, liquidate or dissolve (voluntarily or
involuntarily) or commence or suffer any proceedings seeking any such winding
up, liquidation or dissolution, except in connection with a transaction
permitted pursuant to Section 8.7;

          8.12. Change in Control. Cause, suffer or permit to exist or occur any
Change of Control;

          8.13. Negative Pledge Clauses. Bermuda Holdings 2 Ltd, AI 3 Ltd, each
Borrower, and each Eligible Intermediary shall not enter into or cause, suffer
or permit to exist any agreement with any Person other than the Agent and the
Lenders pursuant to this Agreement or any other Loan Documents which prohibits
or limits the ability of such Credit Party to create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired; provided that any Eligible Lease may contain such a
prohibition or limitation so long as the prohibition or limitation does not
apply to any Lien granted in favor of the Agent or any Lender pursuant to the
Loan Documents;

          8.14. Partnerships. Become a general partner in any general or limited
partnership;

          8.15. Business and Operations. Engage in any (i) business or
operations other than the ownership, financing, leasing and sale of Eligible
Aircraft and Eligible Engines or the ownership of a Borrower, a Guarantor or
Eligible Intermediary engaged in such business or operations, or matters
reasonably incidental thereto, or the performance of the Loan Documents,
provided, however, that, except as otherwise provided in Section 2.1(a), no
Borrower that owns or is the Applicable Borrower with respect to any Aircraft or
Engine may own or be the Applicable Borrower with respect to any other Aircraft
or Engine and (ii) business in Bermuda or Ireland other than the performance of
its obligations under the Loan Documents; and

          8.16. Ownership, Operation and Leasing of Financed Eligible Assets.

          (a) Permit any Person other than a Borrower (or a Beneficial Owner
     solely by virtue of its beneficial interest in the respective Borrower) to
     own beneficially or of record any Financed Eligible Asset;

          (b) Permit any Financed Eligible Asset to be leased, subleased or
     chartered to any Person other than the Applicable Carrier or the Applicable
     Intermediary, or to be operated by any Person other than the Applicable
     Borrower or the Applicable Carrier, except as permitted in the Security
     Agreement or any Lease;

          (c) Permit any Financed Eligible Asset to be leased to an Eligible
     Carrier except under the terms of an Eligible Lease;

          (d) Permit any Financed Eligible Asset to be flown into or located in
     any country (or part thereof) if as a result thereof such Financed Eligible
     Asset would not be covered by insurance;


                                       62



          8.17. Bank Accounts. Permit any Parent Guarantor, Borrower or other
Credit Party to open or allow to exist any bank accounts for which the aggregate
average daily balance, together with any bank accounts of the other Parent
Guarantors, Borrowers and other Credit Parties, will be in excess of $500,000
unless the Agent is granted a Security Interest in such account by subjecting
such account to a Lockbox Agreement or an Account Control Agreement; provided
that this provision shall not apply to any bank account maintained by any
Subsidiary of the Guarantor on which a Lien is granted to secure Non Recourse
Indebtedness pursuant to the terms of Section 10(b)5 of the Parent Guarantor
Guarantees, so long as such Subsidiary is the obligor of such Indebtedness.

          8.18. Representations Regarding Agent and Lenders. Represent or hold
out, or permit any Parent Guarantor, Credit Party or Applicable Carrier to
represent or hold out, the Agent or any Lender as (a) the owner of any Financed
Eligible Asset, (b) carrying goods or passengers on any Financed Aircraft, or
(c) being in any way responsible for any operation of carriage (whether for hire
or reward or gratuitously) which may be undertaken by any Borrower, Guarantor,
Parent Guarantor, Subsidiary or Applicable Carrier; or

          8.19. Bermuda Holding 2 Ltd.; AI 3 Ltd. In the case of Bermuda Holding
2 Ltd. and AI 3 Ltd., conduct, transact or otherwise engage in any business or
operations other than those incidental to its voting, equity, beneficial or any
other ownership interests of each Borrower and the performance of the Loan
Documents; or

          8.20. Organizational Documents. Amend its Organizational Documents
without the consent of the Lenders and the Collateral Agent (as defined in the
Security Agreement for such Credit Party); or

          8.21. Permanent Capital Markets Financing. Enter into a Permanent
Capital Markets Financing that results in the issuance of or transfer to a
Parent Guarantor of Securitization Interests arising out of aircraft financed
pursuant to this Agreement or the Bermuda Holding 1/AI 1 Credit Agreement, nor
permit any Parent Guarantor to enter into such Permanent Capital Markets
Financing unless, with respect to such Securitization Interests, the following
is true:

          (a) the Parent or any of its Subsidiaries is permitted to and shall
     pledge the Securitization Interests as Collateral hereunder;

          (b) the Securitization Interests impose no funding obligations on the
     holder thereof;

          (c) the Securitization Interests are to be held by a Parent Guarantor
     free and clear of all liens, encumbrances, rights or claims of any other
     Person; and

          (d) the Securitization Interests are not subject to any agreement
     (other than the underlying documentation governing the Securitization
     Interests) in favor of any Person limiting or restricting the payment of
     dividends and other distributions to the holder; or


                                       63



          8.22. Borrowing Base Covenant. Permit the aggregate principal amount
of Loans outstanding hereunder to exceed 85% of the Borrowing Base (the
"Borrowing Base Covenant").

                                   ARTICLE IX

                       EVENTS OF DEFAULT AND ACCELERATION

          9.1. Events of Default. If any one or more of the following events
(herein called "Events of Default") shall occur for any reason whatsoever (and
whether such occurrence shall be voluntary or involuntary or come about or be
effected by operation of law or pursuant to or in compliance with any judgment,
decree or order of any court or any order, rule or regulation of any
Governmental Authority), that is to say:

          (a) if default shall be made in the due and punctual payment of the
     principal of any Loan or other Obligation, when and as the same shall be
     due and payable whether pursuant to any provision of Article II, at
     maturity, by acceleration or otherwise; or

          (b) if default shall be made in the due and punctual payment of any
     amount of interest on any Loan or other Obligation or of any fees or other
     amounts payable to any of the Lenders or the Agent within three (3)
     Business Days after the date on which the same shall be due and payable; or

          (c) if default shall be made in the performance or observance of any
     covenant set forth in Section 7.5, 7.11, 7.12, 7.23 or Article VIII
     hereunder or set forth in Sections 9(h) or (i) or Section 10 of any Parent
     Guarantor Guaranty; or

          (d) if a default shall be made in the performance or observance of, or
     shall occur under, any covenant, agreement or provision contained in this
     Agreement (other than as described in clauses (a), (b) or (c) above), or if
     a default shall be made in the performance or observance of, or shall occur
     under, any covenant, agreement or provision contained in any of the other
     Loan Documents (beyond any applicable grace period, if any, contained
     therein) or in any instrument or document evidencing or creating any
     obligation, guaranty, or Lien in favor of the Agent (acting in any
     capacity) or any of the Lenders or delivered to the Agent (acting in any
     capacity) or any of the Lenders in connection with or pursuant to this
     Agreement or any of the Obligations, and such default shall continue for 30
     or more days after the earlier of receipt of notice of such default to an
     Authorized Representative from the Agent (acting in any capacity) or an
     officer of any Borrower becomes aware of such default, or if any Loan
     Document ceases to be in full force and effect (other than by reason of any
     action by the Agent (acting in any capacity)), or if without the written
     consent of the Lenders, this Agreement or any other Loan Document shall be
     disaffirmed or shall terminate, be terminable or be terminated or become
     void or unenforceable for any reason whatsoever (other than in accordance
     with its terms in the absence of default or by reason of any action by the
     Lenders or the Agent (acting in any capacity)); or


                                       64



          (e) if there shall occur (i) a default, which is not waived, in the
     payment of any principal, interest, premium or other amount with respect to
     any Indebtedness or Rate Hedging Obligation (other than the Loans and other
     Obligations) of Bermuda Holding 2 Ltd., AI 3 Ltd., any Borrower or any of
     its Subsidiaries, or (ii) a default, which is not waived, in the
     performance, observance or fulfillment of any term or covenant contained in
     any agreement or instrument under or pursuant to which any such
     Indebtedness or Rate Hedging Obligation may have been issued, created,
     assumed, guaranteed or secured by Bermuda Holding 2 Ltd., AI 3 Ltd., any
     Borrower or any of its Subsidiaries, or (iii) any other event of default as
     specified in any agreement or instrument under or pursuant to which any
     such Indebtedness or Rate Hedging Obligation may have been issued, created,
     assumed, guaranteed or secured by Bermuda Holding 2 Ltd., AI 3 Ltd., any
     Borrower or any of its Subsidiaries, and such default or event of default
     under clause (i), (ii) or (iii) above shall continue for more than the
     period of grace, if any, therein specified, or such default or event of
     default under clause (i), (ii) or (iii) above shall permit the holder of
     any such Indebtedness (or any agent or trustee acting on behalf of one or
     more holders) to accelerate the maturity thereof; or

          (f) if there shall occur (i) a default, which is not waived, in the
     payment of any principal, interest, premium or other amount with respect to
     any Indebtedness or Rate Hedging Obligation of the Parent or any Parent
     Guarantor, or (ii) a default, which is not waived, in the performance,
     observance or fulfillment of any term or covenant contained in any
     agreement or instrument under or pursuant to which any such Indebtedness or
     Rate Hedging Obligation may have been issued, created, assumed, guaranteed
     or secured by the Parent or any Parent Guarantor, or (iii) any other event
     of default as specified in any agreement or instrument under or pursuant to
     which any such Indebtedness or Rate Hedging Obligation may have been
     issued, created, assumed, guaranteed or secured by the Parent or any Parent
     Guarantor, and such default or event of default under clause (i), (ii) or
     (iii) above shall continue for more than the period of grace, if any,
     therein specified, or such default or event of default under clause (i),
     (ii) or (iii) above shall permit the holder of any such Indebtedness (or
     any agent or trustee acting on behalf of one or more holders) to accelerate
     the maturity thereof, in each case with respect to (A) Indebtedness the
     outstanding principal, interest, premium or other amount of which exceeds
     in the aggregate $2,500,000 or (B) Rate Hedging Obligations, termination or
     liquidation payments aggregating $2,500,000 are due; or

          (g) if any representation, warranty or other statement of fact
     contained in any Loan Document or in any writing, certificate, report or
     statement at any time furnished to the Agent (acting in any capacity) or
     any Lender by or on behalf of any Borrower, any Parent Guarantor or any
     other Credit Party pursuant to or in connection with any Loan Document, or
     otherwise, shall be false or misleading in any material respect when given;
     or

          (h) if any of the Parent Guarantors, Bermuda Holding 2 Ltd., AI 3
     Ltd., the Borrowers, the Subsidiaries and the other Credit Parties shall be
     unable to pay its debts generally as they become due; or any of the Parent
     Guarantors, Bermuda Holding 2 Ltd., AI 3 Ltd., the Borrowers, the
     Subsidiaries and the other Credit Parties shall file a petition to take
     advantage of any insolvency statute; make an assignment for the benefit of
     its


                                       65



     creditors; commence a proceeding for the appointment of a receiver,
     trustee, examiner, liquidator or conservator of itself or of the whole or
     any substantial part of its property; file a petition or answer seeking
     liquidation, reorganization, examination or arrangement or similar relief
     under the federal bankruptcy laws or any other applicable law or statute;
     or

          (i) if a court of competent jurisdiction shall enter an order,
     judgment or decree appointing a custodian, receiver, trustee, examiner,
     liquidator or conservator of any of the Parent Guarantors, Bermuda Holding
     2 Ltd., AI 3 Ltd., the Borrowers, the Subsidiaries and the other Credit
     Parties or of the whole or any substantial part of any such Person's
     properties and such order, judgment or decree continues unstayed and in
     effect for a period of sixty (60) days, or approve a petition filed against
     any of the Parent Guarantors, Bermuda Holding 2 Ltd., AI 3 Ltd., the
     Borrowers, the Subsidiaries and the other Credit Parties seeking
     liquidation, reorganization, examination or arrangement or similar relief
     under the federal bankruptcy laws or any other applicable law or statute of
     the United States of America or any state, which petition is not dismissed
     within sixty (60) days; or if, under the provisions of any other law for
     the relief or aid of debtors, a court of competent jurisdiction shall
     assume custody or control of any of the Parent Guarantors, Bermuda Holding
     2 Ltd., AI 3 Ltd., the Borrowers, the Subsidiaries and the other Credit
     Parties or of the whole or any substantial part of any such Person's
     properties, which control is not relinquished within sixty (60) days; or if
     there is commenced against the any of the Parent Guarantors, Bermuda
     Holding 2 Ltd., AI 3 Ltd., the Borrowers, the Subsidiaries and the other
     Credit Parties any proceeding or petition seeking reorganization,
     arrangement or similar relief under the federal bankruptcy laws or any
     other applicable law or statute of the United States of America or any
     state which proceeding or petition remains undismissed for a period of
     sixty (60) days; or if the any of the Parent Guarantors, Bermuda Holding 2
     Ltd., AI 3 Ltd., the Borrowers, the Subsidiaries and the other Credit
     Parties takes any action to indicate its consent to or approval of any such
     proceeding or petition; or

          (j) if any Borrower, any of its Subsidiaries or any Parent Guarantor
     shall, other than in the ordinary course of business, suspend all or any
     part of its operations material to the conduct of its business of the
     Parent and its Subsidiaries taken as a whole for a period of more than 60
     day; or

          (k) if this Agreement or any other Loan Document shall for any reason
     not be, or be asserted by any Parent Guarantor, any Borrower or any other
     Credit Party or Subsidiary not to be, a legal, valid and binding obligation
     of any Parent Guarantor, any Borrower or any Credit Party (as the case may
     be) enforceable in accordance with its terms; or

          (l) if any Lien of the Agent pursuant to any Loan Document shall for
     any reason not be, or be asserted by any Parent Guarantor, any Borrower or
     any other Credit Party or Subsidiary not to be a valid, first priority
     perfected Lien on the Collateral identified therein (except to the extent
     that such Lien is not required hereunder or under the Security Agreement to
     be a valid, first priority perfected Lien on such Collateral), subject to
     no other Liens except Permitted Liens; or


                                       66



          (m) (i) any Person shall engage in any "prohibited transaction" (as
     defined in Section 406 of ERISA or Section 4975 of the Code) involving any
     Employee Benefit Plan, (ii) any "accumulated funding deficiency" (as
     defined in Section 302 of ERISA), whether or not waived, shall exist with
     respect to any Single Employer Plan or any Lien in favor of the PBGC or a
     Single Employer Plan shall arise on the assets of any Borrower or any ERISA
     Affiliate, (iii) a Reportable Event shall occur with respect to, or
     proceedings shall commence to have a trustee appointed, or a trustee shall
     be appointed, to administer or to terminate, any Single Employer Plan,
     which Reportable Event or commencement of proceedings or appointment of a
     trustee is likely to result in the termination of such Single Employer Plan
     for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall
     terminate for purposes of Title IV of ERISA, (v) any Borrower or any ERISA
     Affiliate shall, or in the reasonable opinion of the Required Lenders is
     likely to, incur any liability in connection with a withdrawal from, or the
     Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other
     event or condition shall occur or exist with respect to a Employee Benefit
     Plan; and in each case in clauses (i) through (vi) above, such event or
     condition, together with all other such events or conditions, if any, could
     reasonably be expected to have a Material Adverse Effect;

then, and in any such event and at any time thereafter, if such Event of Default
or any other Event of Default shall continue to exist and not have been cured or
waived,

               (A) either or both of the following actions may be taken: (i) the
          Agent, with the consent of the Required Lenders, may, and at the
          direction of the Required Lenders shall, declare any obligation of the
          Lenders to make further Loans terminated, whereupon the obligation of
          each Lender to make further Loans hereunder shall terminate
          immediately, and (ii) the Agent shall at the direction of the Required
          Lenders, at their option, declare by notice to the Borrowers any or
          all of the Obligations to be immediately due and payable, and the
          same, including all interest accrued thereon and all other obligations
          of any Borrower to the Agent and the Lenders, shall forthwith become
          immediately due and payable without presentment, demand, protest,
          notice or other formality of any kind, all of which are hereby
          expressly waived, anything contained herein or in any instrument
          evidencing the Obligations to the contrary notwithstanding; provided,
          however, that notwithstanding the above, if there shall occur an Event
          of Default under clause (g) or (h) above, then the obligation of the
          Lenders to make Loans hereunder shall automatically terminate and any
          and all of the Obligations shall be immediately due and payable
          without the necessity of any action by the Agent or the Required
          Lenders or notice to the Agent or the Lenders;

               (B) each Borrower shall, upon demand of the Agent or the Required
          Lenders, promptly cause to be performed at Borrowers' expense by
          independent certified public accountants acceptable to the Agent an
          audit of all Financed Eligible Asset; and


                                       67



               (C) the Agent and each of the Lenders shall have all of the
          rights and remedies available under the Loan Documents or under any
          applicable law, including without limitation all of the rights and
          remedies of a secured party under any applicable Uniform Commercial
          Code, the FAA Act, the Convention or any other applicable law.

          9.2. Agent to Act. In case any one or more Events of Default shall
occur and not have been waived, the Agent may, and at the direction of the
Required Lenders shall, proceed to protect and enforce their rights or remedies
either by suit in equity or by action at law, or both, whether for the specific
performance of any covenant, agreement or other provision contained herein or in
any other Loan Document, or to enforce the payment of the Obligations or any
other legal or equitable right or remedy.

          9.3. Cumulative Rights. No right or remedy herein conferred upon the
Lenders or the Agent is intended to be exclusive of any other rights or remedies
contained herein or in any other Loan Document, and every such right or remedy
shall be cumulative and shall be in addition to every other such right or remedy
contained herein and therein or now or hereafter existing at law or in equity or
by statute, or otherwise.

          9.4. No Waiver. No course of dealing between any Borrower and any
Lender or the Agent or any failure or delay on the part of any Lender or the
Agent in exercising any rights or remedies under any Loan Document or otherwise
available to it shall operate as a waiver of any rights or remedies and no
single or partial exercise of any rights or remedies shall operate as a waiver
or preclude the exercise of any other rights or remedies hereunder or of the
same right or remedy on a future occasion.

          9.5. Allocation of Proceeds. If an Event of Default has occurred and
not been waived, and the maturity of the Loans has been accelerated pursuant to
Article IX hereof, all payments received by the Agent hereunder, in respect of
any principal of or interest on the Obligations or any other amounts payable by
any Borrower hereunder, shall be applied by the Agent in the following order (or
in such manner as the Required Lenders may determine):

          (a)  amounts due to the Lenders pursuant to Sections 2.10 and 11.5;

          (b)  amounts due to the Agent pursuant to Section 10.8;

          (c)  payments of interest on Loans, to be applied for the ratable
     benefit of the Lenders and amounts due to any of the Lenders in respect of
     Obligations consisting of liabilities under any Hedging Agreement with any
     of the Lenders on a pro rata basis according to the amounts owed;

          (d)  payments of principal of Loans, to be applied for the ratable
     benefit of the Lenders;

          (e)  amounts due to the Lenders pursuant to Sections 7.15 and 11.9;

          (f)  payments of all other amounts due under any of the Loan
     Documents, if any, to be applied for the ratable benefit of the Lenders;
     and


                                       68



          (g)  any surplus remaining after application as provided for herein,
     to any Borrower or otherwise as may be required by applicable law.

          9.6. Activities of Eligible Carriers. Notwithstanding anything
contained in this Agreement or any other Loan Document, the Credit Parties shall
not be deemed to be in breach of their respective obligations hereunder or
thereunder with respect to the care, maintenance, alteration, possession,
return, replacement, pooling, subleasing, use or operation of any Financed
Eligible Asset or any part thereof subject to an Eligible Lease by virtue of a
default by the Applicable Carrier under such Eligible Lease so long as each of
the following conditions is satisfied:

          (a)  such default by the Applicable Carrier is not within the control
     of any Credit Party;

          (b)  the Credit Parties are in compliance with Section 7.19; and

          (c)  such default does not relate to any use or location of an
     Eligible Asset in any jurisdiction that constitutes an Event of Default
     hereunder, any failure to make any payment required by this Agreement or
     any other Loan Document when due hereunder or thereunder, or any failure to
     maintain any insurance required under this Agreement or any other Loan
     Document, any failure to maintain perfection of the Agent's Lien on any
     Collateral.

                                    ARTICLE X

                                    THE AGENT

          10.1. Appointment, Powers, and Immunities. Each Lender hereby
irrevocably appoints and authorizes the Agent to act as its agent under this
Agreement and the other Loan Documents, as "Mortgagee" under each Security
Agreement and as "Security Agent" under each Lockbox Agreement (references in
this Article X to the term "Agent" being deemed to include as well such other
capacities), with such powers and discretion as are specifically delegated to
the Agent by the terms of this Agreement and the other Loan Documents, together
with such other powers as are reasonably incidental thereto. The Agent (which
term as used in this sentence and in Section 10.5 and the first sentence of
Section 10.6 hereof shall include its affiliates and its own and its affiliates'
officers, directors, employees, and agents):

          (a)  shall not have any duties or responsibilities except those
     expressly set forth in the Loan Documents and shall not be a trustee or
     fiduciary for any Lender;

          (b)  shall not be responsible to the Lenders for any recital,
     statement, representation, or warranty (whether written or oral) made in or
     in connection with any Loan Document or any certificate or other document
     referred to or provided for in, or received by any of them under, any Loan
     Document, or for the value, validity, effectiveness, genuineness,
     enforceability, or sufficiency of any Loan Document, or any other document
     referred to or provided for therein or for any failure by any Credit Party
     or any other Person to perform any of its obligations thereunder;


                                       69



          (c)  shall not be responsible for or have any duty to ascertain,
     inquire into, or verify the performance or observance of any covenants or
     agreements by any Credit Party or the satisfaction of any condition or to
     inspect the property (including the books and records) of any Credit Party
     or any of its Subsidiaries or affiliates;

          (d)  shall not be required to initiate or conduct any litigation or
     collection proceedings under any Loan Document; and

          (e)  shall not be responsible for any action taken or omitted to be
     taken by it under or in connection with any Loan Document, except for its
     own gross negligence or willful misconduct.

The Agent may employ agents and attorneys-in-fact and shall not be responsible
for the negligence or misconduct of any such agents or attorneys-in-fact
selected by it with reasonable care.

          10.2. Reliance by Agent. The Agent shall be entitled to rely upon any
certification, notice, instrument, writing, or other communication (including,
without limitation, any thereof by telephone or facsimile) believed by it to be
genuine and correct and to have been signed, sent or made by or on behalf of the
proper Person or Persons, and upon advice and statements of legal counsel
(including counsel for any Credit Party), independent accountants, and other
experts selected by the Agent. The Agent may deem and treat the payee of any
Note as the holder thereof for all purposes hereof unless and until the Agent
receives and accepts an Assignment and Acceptance executed in accordance with
Section 11.1 hereof. As to any matters not expressly provided for by the Loan
Documents, the Agent shall not be required to exercise any discretion or take
any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions of
the Required Lenders, and such instructions shall be binding on all of the
Lenders; provided, however, that the Agent shall not be required to take any
action that exposes the Agent to personal liability or that is contrary to any
Loan Document or applicable law or unless it shall first be indemnified to its
satisfaction by the Lenders against any and all liability and expense which may
be incurred by it by reason of taking any such action.

          10.3. Defaults. The Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default or Event of Default unless the Agent has
received written notice from a Lender or a Borrower specifying such Default or
Event of Default and stating that such notice is a "Notice of Default". In the
event that the Agent receives such a notice of the occurrence of a Default or
Event of Default, the Agent shall give prompt notice thereof to the Lenders. The
Agent shall (subject to Section 10.2 hereof) take such action with respect to
such Default or Event of Default as shall reasonably be directed by the Required
Lenders, provided that, unless and until the Agent shall have received such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interest of the Lenders.

          10.4. Rights as Lender. With respect to its Revolving Credit
Commitment and the Loans made by it, JPMCB (and any successor acting as Agent)
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may


                                       70



exercise the same as though it were not acting as the Agent, and the term
"Lender" or "Lenders" shall, unless the context otherwise indicates, include the
Agent in its individual capacity. The Agent and its affiliates may (without
having to account therefor to any Lender) accept deposits from, lend money to,
make investments in, provide services to, and generally engage in any kind of
lending, trust, or other business with any Credit Party or any of its
Subsidiaries or affiliates as if it were not acting as Agent, and JPMCB (and any
successor acting as Agent) and its affiliates may accept fees and other
consideration from any Credit Party or any of its Subsidiaries or affiliates for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.

          10.5. Indemnification. The Lenders agree to indemnify the Agent (to
the extent not reimbursed under Section 11.9 hereof, but without limiting the
obligations of any Borrower under such Section) ratably in accordance with their
respective Revolving Credit Commitments, for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including reasonable attorneys' fees), or disbursements of any kind
and nature whatsoever that may be imposed on, incurred by or asserted against
the Agent (including by any Lender) in any way relating to or arising out of any
Loan Document or the transactions contemplated thereby or any action taken or
omitted by the Agent under any Loan Document; provided that no Lender shall be
liable for any of the foregoing to the extent they arise from the gross
negligence or willful misconduct of the Person to be indemnified. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent promptly
upon demand for its ratable share of any costs or expenses payable by any
Borrower under Section 11.5, to the extent that the Agent is not promptly
reimbursed for such costs and expenses by any Borrower. The agreements contained
in this Section 10.5 shall survive payment in full of the Loans and all other
amounts payable under this Agreement.

          10.6. Non-Reliance on Agent and Other Lenders. Each Lender agrees that
it has, independently and without reliance on the Agent or any other Lender, and
based on such documents and information as it has deemed appropriate, made its
own credit analysis of the Credit Parties and their Subsidiaries and decision to
enter into this Agreement and that it will, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own analysis and
decisions in taking or not taking action under the Loan Documents. Except for
notices, reports, and other documents and information expressly required to be
furnished to the Lenders by the Agent hereunder, the Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the affairs, financial condition, or business of any
Credit Party or any of its Subsidiaries or affiliates that may come into the
possession of the Agent or any of its affiliates.

          10.7. Resignation of Agent. The Agent may resign at any time by giving
notice thereof to the Lenders and the Borrowers. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Agent, subject (so
long as no Default or Event of Default has occurred and is continuing) to the
written consent of an Authorized Representative, which consent shall not be
unreasonably withheld. If no successor Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Agent's giving of notice of resignation, then the
retiring Agent may, on behalf of the Lenders, appoint a successor Agent which
shall be a commercial bank organized


                                       71



under the laws of the United States of America having combined capital and
surplus of at least $500,000,000. Upon the acceptance of any appointment as
Agent hereunder by a successor, such successor shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties of
the retiring Agent, and the retiring Agent shall be discharged from its duties
and obligations hereunder. After any retiring Agent's resignation hereunder as
Agent, the provisions of this Article X shall continue in effect for its benefit
in respect of any actions taken or omitted to be taken by it while it was acting
as Agent.

          10.8. Fees. The Borrowers agree, jointly and severally, to pay to the
Agent, for its individual account, an Agent's fee as from time to time agreed to
by any Borrower and the Agent in writing.

                                   ARTICLE XI

                                  MISCELLANEOUS

          11.1. Assignments and Participations. (a) Each Lender may assign to
one or more Eligible Assignees all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a portion of its
Loans, its Note, and its Revolving Credit Commitment); provided, however, that

               (i)  each such assignment shall be to an Eligible Assignee;

               (ii) except in the case of an assignment to another Lender or an
          assignment of all of a Lender's rights and obligations under this
          Agreement, any such partial assignment shall be in an amount at least
          equal to $5,000,000 or an integral multiple of $1,000,000 in excess
          thereof;

               (iii) each such assignment by a Lender shall be of a constant,
          and not varying, percentage of all of its rights and obligations under
          this Agreement; and

               (iv) the parties to such assignment shall execute and deliver to
          the Agent for its acceptance an Assignment and Acceptance in the form
          of Exhibit B hereto, together with any Note subject to such assignment
          and a processing fee of $3,500 (which amount shall not be payable by
          any Borrower);

               (v)  except in the case of an assignment to another Lender, any
          assignment of all or any portion of the Revolving Credit Commitment
          shall require the consent of the Agent and, unless a Default or Event
          of Default has occurred and is continuing, an Authorized
          Representative, such consent in each case not to be unreasonably
          withheld;

               (vi) neither any Borrower nor Bermuda Holding 2 Ltd. nor AI 3
          Ltd. shall incur any greater expense or liabilities (including,
          without limitation, indemnities and increased costs (other than with
          respect to taxes, which shall be governed by the provisions of Section
          4.6 hereof)) than it would have incurred had such assignment not taken
          place; and


                                       72



               (vii) none of the Joint Lead Arrangers shall assign any portion
          of its Loans or Revolving Credit Commitment or sell any participation
          therein unless, if after giving effect to such assignment or sale of a
          participation and until the earlier of (A) a Default or Event of
          Default shall have occurred and be continuing and (B) April 28. 2006,
          the Loans held by, and the percentage of Revolving Credit Commitments
          of, such Joint Lead Arrangers, shall be less than $85,000,000, such
          Joint Lead Arranger (the "Initiating JLA") (x) shall have delivered
          five Business Days' prior written notice of such assignment or
          participation to the other Joint Lead Arrangers (the "Participating
          JLAs") and (y) if, and to the extent, requested by either of the
          Participating JLAs after receipt of such notice, shall have made
          arrangements with the proposed transferee to permit such Participating
          JLA to participate in such assignment or participation on the same
          terms as the Initiating JLA up to an amount equal to:

                    (A)  if immediately prior to such assignment or
               participation, the Loans held by and the Total Revolving
               Commitment of the Initiating JLA is equal to or less than
               $85,000,000, the amount of the Loans held by, and the Total
               Revolving Commitment of, the Initiating JLA that the Initiating
               JLA then intends to assign or participate to the transferee
               divided by three; or

                    (B) if immediately prior to such assignment or participation
               the Loans held by, and the Total Revolving Commitment of, the
               Initiating JLA is greater than $85,000,000, the amount of the
               Loans held by, and the Total Revolving Commitment of, the
               Initiating JLA that the Initiating JLA then intends to assign or
               participate to the transferee (less the portion thereof equal to
               the amount by which the Loans held by and the Total Revolving
               Commitment of the Initiating JLA exceeds $85,000,000) divided by
               three.

Upon execution, delivery, and acceptance of such Assignment and Acceptance, the
assignee thereunder shall be a party hereto and, to the extent of such
assignment, have the obligations, rights, and benefits of a Lender hereunder and
the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Agreement. Upon the
consummation of any assignment pursuant to this Section, the assignor, the Agent
and the Borrowers shall make appropriate arrangements so that, if required, new
Notes are issued to the assignor and the assignee. If the assignee is a Non-U.S.
Lender, it shall deliver to the Borrowers and the Agent certification as to
exemption from deduction or withholding of Taxes in accordance with Section 4.6.

          (b) The Agent shall maintain at its address referred to in Section
     11.2 a copy of each Assignment and Acceptance delivered to and accepted by
     it and a register for the recordation of the names and addresses of the
     Lenders and the Revolving Credit Commitment of, and principal amount of the
     Loans owing to, each Lender from time to time (the "Register"). The entries
     in the Register shall be conclusive and binding for all purposes, absent
     manifest error, and the Borrowers, the Agent and the Lenders may treat each
     Person whose name is recorded in the Register as a Lender hereunder for all


                                       73



     purposes of this Agreement. The Register shall be available for inspection
     by any Borrower or any Lender at any reasonable time and from time to time
     upon reasonable prior notice.

          (c) Upon its receipt of an Assignment and Acceptance executed by the
     parties thereto, together with any Note subject to such assignment and
     payment of the processing fee, the Agent shall, if such Assignment and
     Acceptance has been completed and is in substantially the form of Exhibit B
     hereto, (i) accept such Assignment and Acceptance, (ii) record the
     information contained therein in the Register and (iii) give prompt notice
     thereof to the parties thereto.

          (d) Each Lender may sell participations to one or more Persons in all
     or a portion of its rights, obligations or rights and obligations under
     this Agreement (including all or a portion of its Revolving Credit
     Commitment or its Loans); provided, however, 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 participant shall be entitled to
     the benefit of the yield protection provisions contained in Article IV and
     the right of set-off contained in Section 11.3, (iv) neither any Borrower
     nor Bermuda Holding 2 Ltd. nor AI 3 Ltd. shall have any greater obligation
     to a participant than it would have had to such Lender in the absence of
     the existence of such participant and (v) each Borrower shall continue to
     deal solely and directly with such Lender in connection with such Lender's
     rights and obligations under this Agreement, and such Lender shall retain
     the sole right to enforce the obligations of any Borrower relating to its
     Loans and to approve any amendment, modification, or waiver of any
     provision of this Agreement (other than amendments, modifications, or
     waivers decreasing the amount of principal of or the rate at which interest
     or fees are payable on such Loans, extending any scheduled principal
     payment date or date fixed for the payment of interest on such Loans,
     releasing all or substantially all of the Collateral (except for a release
     of Collateral in accordance with Section 2.13), releasing any Guarantor
     (except for a release of a Guarantor in accordance with Section 2.13), or
     extending or increasing its Revolving Credit Commitment).

          (e) Notwithstanding any other provision set forth in this Agreement,
     any Lender may at any time assign and pledge all or any portion of its
     Loans to any Federal Reserve Bank as collateral security pursuant to
     Regulation A and any Operating Circular issued by such Federal Reserve
     Bank. No such assignment shall release the assigning Lender from its
     obligations hereunder.

          (f) Any Lender may furnish any information concerning any Borrower or
     any of its Subsidiaries in the possession of such Lender from time to time
     to assignees and participants (including prospective assignees and
     participants), subject, however, to the provisions of Section 11.15.

          11.2. Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
facsimile), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered, or three Business Days after being
deposited in the mail, postage prepaid by certified or registered


                                       74



mail, return receipt requested, or, in the case of telecopy notice, when
received, addressed as follows in the case of Bermuda Holding 2 Ltd., AI 3 Ltd.,
the Borrowers and the Agent, and as set forth in an administrative questionnaire
delivered to the Agent in the case of the Lenders, or to such other address as
may be hereafter notified by the respective parties hereto

          (a) if to Bermuda Holding 2 Ltd. or any Borrower (or, in connection
     with notice of service of process with respect to any Credit Party):

               to Holdings or such Borrower (or such Credit Party, as
               applicable)
               c/o Aircastle Advisor LLC 300
               First Stamford Place - Fifth Floor
               Stamford, CT  06902
               Attn: Lease Management
               E-Mail: leasemanagement@aircastleinv.com
               Facsimile Number: (917) 591-9106
               Confirmation Number: (203) 504-1020

          (b) if to AI 3 Ltd. or any Borrower organized under the laws of
     Ireland:

               c/o Aircastle Advisor (Ireland) Limited
               Bracetown Business Park
               Clonee, Co. Meath, Ireland
               Telephone: 011-353-1-877-2740
               Facsimile: 011-353-1-877-2750

               with a copy to:
               Aircastle Advisor LLC
               300 First Stamford Place - Fifth Floor
               Stamford, CT  06902
               Attn: Lease Management
               E-Mail: leasemanagement@aircastleinv.com
               Facsimile Number: (917) 591-9106
               Confirmation Number: (203) 504-1020

          (c) if to the Agent:

               JPMorgan Chase Bank, N.A.
               1111 Fannin Street, 10th Floor
               Houston, TX  77002
               Attention: Michael Chau
               Telephone: (713) 750-7913
               Facsimile: (713) 750-2938
               Electronic Mail: Michael.v.chau@jpmchase.com

               with a copy to:


                                       75



               JPMorgan Chase Bank, N.A
               270 Park Avenue, 15th Floor
               New York, New York 10017
               Attention: Vilma Francis
               Telephone: (212) 270-5484
               Facsimile: (212) 270-4016
               Electronic Mail: Vilma.francis@jpmorgan.com

          (d) if to any other Credit Party, at the address set forth on the
     signature page of the Facility Guaranty or Security Instrument executed by
     such Credit Party, as the case may be.

          11.3. Right of Set-off; Adjustments.

          (a) Upon the occurrence and during the continuance of any Event of
     Default, each Lender (and each of its affiliates) is hereby authorized 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 (or any of its affiliates) to or for the credit or the
     account of any Borrower against any and all of the obligations of any
     Borrower now or hereafter existing under this Agreement and the Note held
     by such Lender, irrespective of whether such Lender shall have made any
     demand under this Agreement or such Note and although such obligations may
     be unmatured. Each Lender agrees promptly to notify the applicable Borrower
     after any such set-off and application made by such Lender; provided,
     however, that the failure to give such notice shall not affect the validity
     of such set-off and application. The rights of each Lender under this
     Section 11.3 are in addition to other rights and remedies (including,
     without limitation, other rights of set-off) that such Lender may have.

          (b) If any Lender (a "benefitted Lender") shall at any time receive
     any payment of all or part of the Loans owing to it, or interest thereon,
     or receive any collateral in respect thereof (whether voluntarily or
     involuntarily, by set-off, or otherwise), in a greater proportion than any
     such payment to or collateral received by any other Lender, if any, in
     respect of such other Lender's Loans owing to it, or interest thereon, such
     benefitted Lender shall purchase for cash from the other Lenders a
     participating interest in such portion of each such other Lender's Loans
     owing to it, or shall provide such other Lenders with the benefits of any
     such collateral, or the proceeds thereof, as shall be necessary to cause
     such benefitted Lender to share the excess payment or benefits of such
     collateral or proceeds ratably with each of the Lenders; provided, however,
     that if all or any portion of such excess payment or benefits is thereafter
     recovered from such benefitted Lender, such purchase shall be rescinded,
     and the purchase price and benefits returned, to the extent of such
     recovery, but without interest. Each Borrower agrees that any Lender so
     purchasing a participation from a Lender pursuant to this Section 11.3 may,
     to the fullest extent permitted by law, exercise all of its rights of
     payment (including the right of set-off) with respect to such participation
     as fully as if such Person were the direct creditor of the Borrowers in the
     amount of such participation.


                                       76



          11.4. Survival. All covenants, agreements, representations and
warranties made herein shall survive the making by the Lenders of the Loans and
the execution and delivery to the Lenders of this Agreement and any Notes and
shall continue in full force and effect so long as any of Obligations remain
outstanding or any Lender has any Loan hereunder or any Borrower has continuing
obligations hereunder unless otherwise provided herein. Whenever in this
Agreement any of the parties hereto is referred to, such reference shall be
deemed to include the successors and permitted assigns of such party and all
covenants, provisions and agreements by or on behalf of any Borrower which are
contained in the Loan Documents shall inure to the benefit of the successors and
permitted assigns of the Lenders or any of them.

          11.5. Expenses. Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower
agree, jointly and severally, to pay on demand (subject, in the case of
preparation, execution, delivery and administration costs, to the Fee Letter),
all reasonable costs and expenses of the Agent in connection with the
preparation, execution, delivery, administration, modification, and amendment of
this Agreement, the other Loan Documents, subject to any cap that may have
otherwise been agreed, and the other documents to be delivered hereunder,
including, without limitation, the reasonable fees and expenses of counsel for
the Agent (excluding the cost of internal counsel) with respect thereto and with
respect to advising the Agent as to its rights and responsibilities under the
Loan Documents. Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower further
agree, jointly and severally, to pay on demand all costs and expenses of the
Agent and the Lenders, if any (including, without limitation, reasonable
external attorneys' fees and expenses), in connection with the enforcement
(whether through negotiations, legal proceedings, or otherwise) of the Loan
Documents and the other documents to be delivered hereunder.

          11.6. Amendments and Waivers. Neither this Agreement, any other Loan
Document, nor any terms hereof or thereof may be amended, supplemented or
modified except in accordance with the provisions of this Section 11.6. The
Required Lenders and each Credit Party or Parent Guarantor party to the relevant
Loan Document may, or, with the written consent of the Required Lenders, the
Agent and each Credit Party or Parent Guarantor party to the relevant Loan
Document may, from time to time, (a) enter into written amendments, supplements
or modifications hereto and to the other Loan Documents for the purpose of
adding any provisions to this Agreement or the other Loan Documents or changing
in any manner the rights of the Lenders or of the Loan Parties or Parent
Guarantors hereunder or thereunder or (b) waive, on such terms and conditions as
the Required Lenders or the Agent, as the case may be, may specify in such
instrument, any of the requirements of this Agreement or the other Loan
Documents or any Default or Event of Default and its consequences; provided,
however, that no such waiver and no such amendment, supplement or modification
shall (i) forgive the principal amount or extend the final scheduled date of
maturity of any Loan, reduce the stated rate of any interest or fee payable
hereunder (except that any amendment or modification of defined terms used in
the financial covenants in this Agreement shall not constitute a reduction in
the rate of interest or fees for purposes of this clause (i)) or extend the
scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender's Revolving Credit Commitment, in each case
without the written consent of each Lender directly affected thereby; (ii)
eliminate or reduce the voting rights of any Lender under this Section 11.6
without the written consent of such Lender; (iii) reduce any percentage
specified in the definition of Required Lenders, consent to the assignment or
transfer by Bermuda Holding 2 Ltd., AI 3 Ltd. or


                                       77



any Borrower of any of their respective rights and obligations under this
Agreement and the other Loan Documents, release all or substantially all of the
Collateral or release all or substantially all of the Parent Guarantors or
Guarantors from their obligations under the Parent Guarantor Guarantee or
various Facility Guarantees, in the case of clauses (i) through (iii) without
the written consent of all Lenders; or (iv) amend, modify or waive any provision
of Article X without the written consent of the Agent. Any such waiver and any
such amendment, supplement or modification shall apply equally to each of the
Lenders and shall be binding upon the Credit Parties, the Parent Guarantors, the
Lenders, the Agent and all future holders of the Loans. In the case of any
waiver, the Credit Parties, the Parent Guarantors, the Lenders and the Agent
shall be restored to their former position and rights hereunder and under the
other Loan Documents, and any Default or Event of Default waived shall be deemed
to be cured and not continuing; but no such waiver shall extend to any
subsequent or other Default or Event of Default, or impair any right consequent
thereon;

          No notice to or demand on any Borrower in any case shall entitle such
Borrower or any other Borrower to any other or further notice or demand in
similar or other circumstances, except as otherwise expressly provided herein.
No delay or omission on any Lender's or the Agent's part in exercising any
right, remedy or option shall operate as a waiver of such or any other right,
remedy or option or of any Default or Event of Default.

          11.7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, and it shall not be necessary in making proof of this Agreement to
produce or account for more than one such fully-executed counterpart.

          11.8. Return of Funds. If after receipt of any payment of all or any
part of the Obligations, any Lender is for any reason compelled to surrender
such payment to any Person because such payment is determined to be void or
voidable as a preference, impermissible setoff, a diversion of trust funds or
for any other reason, this Agreement shall continue in full force and each
Borrower, jointly and severally, shall be liable to, and shall indemnify and
hold the Agent or such Lender harmless for, the amount of such payment
surrendered until the Agent or such Lender shall have been finally and
irrevocably paid in full. The provisions of the foregoing sentence shall be and
remain effective notwithstanding any contrary action which may have been taken
by the Agent or the Lenders in reliance upon such payment, and any such contrary
action so taken shall be without prejudice to the Agent or the Lenders' rights
under this Agreement and shall be deemed to have been conditioned upon such
payment having become final and irrevocable.

          11.9. Indemnification; Limitation of Liability.

          (a) Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower, jointly and
     severally, agree to indemnify and hold harmless the Agent (which term for
     purposes of this Section 11.9 includes the "Mortgagee" under each Security
     Agreement and the "Security Agent" under each Lockbox Agreement) and each
     Lender and each of their affiliates and their respective officers,
     directors, employees, agents, and advisors (each, an "Indemnified Party")
     from and against any and all claims, damages, losses, liabilities, costs,
     and expenses (including, without limitation, reasonable external attorneys'
     fees, but


                                       78



     excluding principal and accrued interest on any Loan) that may be incurred
     by or asserted or awarded against any Indemnified Party, in each case
     arising out of or in connection with or by reason of (including, without
     limitation, in connection with any investigation, litigation, or proceeding
     or preparation of defense in connection therewith) the Loan Documents, any
     of the transactions contemplated herein, any Aircraft, Engine or other
     Collateral, any possession, performance, transportation, management, sale,
     ownership, registration, mortgage, charging, control, maintenance, service,
     repair, design, testing, defect, overhaul, purchase, bearing, use or
     operation of any Aircraft, Engine or other Collateral, or the actual or
     proposed use of the proceeds of the Loans, except to the extent such claim,
     damage, loss, liability, cost, or expense is found in a final,
     non-appealable judgment by a court of competent jurisdiction to have
     resulted from such Indemnified Party's gross negligence or willful
     misconduct. In the case of an investigation, litigation or other proceeding
     to which the indemnity in this Section 11.9 applies, such indemnity shall
     be effective whether or not such investigation, litigation or proceeding is
     brought by Bermuda Holding 2 Ltd., AI 3 Ltd., any Borrower, its directors,
     shareholders or creditors or an Indemnified Party or any other Person or
     any Indemnified Party is otherwise a party thereto and whether or not the
     transactions contemplated hereby are consummated. Bermuda Holding 2 Ltd.,
     AI 3 Ltd. and each Borrower agree that no Indemnified Party shall have any
     liability (whether direct or indirect, in contract or tort or otherwise) to
     it, any of its Subsidiaries, any Guarantor or any security holders or
     creditors thereof arising out of, related to or in connection with the
     transactions contemplated in any Loan Document, except to the extent that
     such liability directly results from such Indemnified Party's gross
     negligence or willful misconduct. Bermuda Holding 2 Ltd., AI 3 Ltd. and
     each Borrower agree not to assert any claim against the Agent, any Lender,
     any of their affiliates, or any of their respective directors, officers,
     employees, attorneys, agents, and advisers, on any theory of liability, for
     special, indirect, consequential, or punitive damages arising out of or
     otherwise relating to the Loan Documents, any of the transactions
     contemplated herein or the actual or proposed use of the proceeds of the
     Loans.

          (b) Without prejudice to the survival of any other agreement of
     Bermuda Holding 2 Ltd., AI 3 Ltd. or any Borrower hereunder, the agreements
     and obligations of Bermuda Holding 2 Ltd., AI 3 Ltd. and each Borrower
     contained in this Section 11.9 shall survive the payment in full of the
     Loans and all other amounts payable under this Agreement.

          (c) Except as expressly provided herein, each Lender, each Borrower
     and the Agent agree that this Agreement and each other Loan Document
     entered into by a Holdings Subsidiary Trust is executed by a Qualified
     Trustee, not individually but solely as Trustee under a Trust Agreement in
     the exercise of the power and authority conferred and vested in it as such
     Trustee, that each and all of the representations, undertakings and
     agreements by a Qualified Trustee, or for the purpose or with the intention
     of binding a Qualified Trustee, are made and intended for the purpose of
     binding only the Trust Estates (and, to the extent any Lender, Borrower or
     Agent has an interest therein, any liability insurance proceeds), and that
     in no case whatsoever shall any Qualified Trustee be personally liable for
     any loss in respect of such representations, undertakings and agreements,
     that nothing herein contained shall be construed as creating any liability
     on any Qualified Trustee individually or personally, to perform any
     covenant, either express


                                       79



     or implied, herein, all such liability, if any, being expressly waived by
     each Lender, each Borrower and the Agent and by each and every Person now
     or hereafter claiming by, through or under such Persons except with respect
     to the gross negligence or willful misconduct of such Qualified Trustee or
     for any Liens on the Collateral arising from, through or under such
     Qualified Trustee in its individual capacity, and that so far as any
     Qualified Trustee, individually or personally is concerned, each Lender,
     each Borrower and the Agent and any Person claiming by, through or under
     such Persons shall look solely, except as provided above, to the Trust
     Estates (and, to the extent any Lender, Borrower or Agent has an interest
     therein, any liability insurance proceeds), for the performance of any
     obligation under this Credit Agreement and the other Loan Documents. The
     term "Trustee" as used in this Section 11.9(c) shall include any Qualified
     Trustee succeeding a Qualified Trustee, as trustee under a Trust Agreement.
     Any obligation of any Holdings Subsidiary Trust hereunder or under the
     other Loan Documents may be performed by a Beneficial Owner, and any such
     performance shall not be construed as revocation of the trust created by
     any Trust Agreement.

          11.10. Severability. If any provision of this Agreement or the other
Loan Documents shall be determined to be illegal or invalid as to one or more of
the parties hereto, then such provision shall remain in effect with respect to
all parties, if any, as to whom such provision is neither illegal nor invalid,
and in any event all other provisions hereof shall remain effective and binding
on the parties hereto.

          11.11. Entire Agreement. This Agreement, together with the other Loan
Documents, constitutes the entire agreement among the parties with respect to
the subject matter hereof and supersedes all previous proposals, negotiations,
representations, and other communications between or among the parties, both
oral and written, with respect thereto.

          11.12. Payments. All principal, interest, and other amounts to be paid
by any Borrower under this Agreement and the other Loan Documents shall be paid
to the Agent at the Principal Office in Dollars and in immediately available
funds, without setoff, deduction or counterclaim. Subject to the definition of
"Interest Period" herein, whenever any payment under this Agreement or any other
Loan Document shall be stated to be due on a day that is not a Business Day,
such payment may be made on the next succeeding Business Day, and such extension
of time in such case shall be included in the computation of interest and fees,
as applicable, and as the case may be.

          11.13. Confidentiality. The Agent and each Lender (each, a "Lending
Party") agrees to keep confidential any information furnished or made available
to it by the Parent Guarantors, Bermuda Holding 2 Ltd., AI 3 Ltd. any other
Credit Party or any Affiliate thereof, pursuant to or in connection with this
Agreement or the other Loan Documents; provided that nothing herein shall
prevent any Lending Party from disclosing such information (a) to any other
Lending Party or any affiliate of any Lending Party, or any officer, director,
employee, agent, or advisor of any Lending Party or affiliate or any Lending
Party, (b) to any other Person if reasonably incidental to the administration of
the credit facility provided herein, (c) as required by any law, rule, or
regulation, (d) upon the order of any court or administrative agency, (e) upon
the request or demand of any regulatory agency or authority, (f) that is or
becomes available to the public or that is or becomes available to any Lending
Party other than as a result of a


                                       80



disclosure by any Lending Party prohibited by this Agreement, (g) in connection
with any litigation to which such Lending Party or any of its affiliates may be
a party, (h) to the extent necessary in connection with the exercise of any
remedy under this Agreement or any other Loan Document, and (i) subject to
provisions substantially similar to those contained in this Section, to any
actual or proposed participant or assignee.

          11.14. Governing Law; Waiver of Jury Trial.

          (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.

          (b) BERMUDA HOLDING 2 LTD., AI 3 LTD. AND EACH BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY AGREES AND CONSENTS THAT ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY STATE OR FEDERAL COURT SITTING IN
THE COUNTY OF NEW YORK, STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, BERMUDA HOLDING 2 LTD. AND EACH
BORROWER EXPRESSLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE IN, OR TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTY
BY, ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, AND BERMUDA HOLDING 2
LTD. AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS GENERALLY AND UNCONDITIONALLY
TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING.

          (c) BERMUDA HOLDING 2 LTD., AI 3 LTD. AND EACH BORROWER AGREES THAT
SERVICE OF PROCESS MAY BE MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING, OR BY
REGISTERED OR CERTIFIED MAIL (POSTAGE PREPAID) TO THE ADDRESS PROVIDED IN
SECTION 11.2(A), OR BY ANY OTHER METHOD OF SERVICE PROVIDED FOR UNDER THE
APPLICABLE LAWS IN EFFECT IN THE STATE OF NEW YORK.

          (d) NOTHING CONTAINED IN SUBSECTIONS (A) OR (B) HEREOF SHALL PRECLUDE
THE AGENT OR ANY LENDER FROM BRINGING ANY SUIT, ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO ANY LOAN DOCUMENT IN THE COURTS OF ANY OTHER JURISDICTION. TO
THE EXTENT PERMITTED BY THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, BERMUDA
HOLDING 2 LTD., AI 3 LTD. AND EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY SUCH COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH
SUIT, ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF JURISDICTION OVER IT
AND ITS PROPERTY BY ANY SUCH OTHER COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE
AVAILABLE UNDER APPLICABLE LAW.


                                       81



          (e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS OR
REMEDIES UNDER OR RELATED TO ANY LOAN DOCUMENT OR ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN
CONNECTION THEREWITH, BERMUDA HOLDING 2 LTD., AI 3 LTD., THE BORROWERS, THE
AGENT AND THE LENDERS HEREBY AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
A JURY AND HEREBY IRREVOCABLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT SUCH PERSON MAY HAVE TO TRIAL BY JURY IN ANY SUCH ACTION OR
PROCEEDING.

          11.15. Judgment Currency.

               (a) To the extent permitted by applicable law, if for the
          purposes of obtaining judgment in any court it is necessary to convert
          a sum due hereunder in United States Dollars into another currency,
          the parties hereto agree, to the fullest extent that they may
          effectively do so, that the rate of exchange used shall be determined
          in accordance with Section 1.3 of this Agreement on the Business Day
          preceding that on which final judgment is given.

          To the extent permitted by applicable law, the obligation of each
Credit Party in respect of any sum due in United States Dollars from it to any
Lender or the Agent hereunder shall, notwithstanding any judgment in a currency
other than United States Dollars, be discharged only to the extent that on the
Business Day following receipt by such Lender or the Agent (as the case may be)
of any sum adjudged to be so due in such other currency, such Lender or the
Agent (as the case may be) may in accordance with normal banking procedures
purchase United States Dollars with such other currency; if the United States
Dollars so purchased are less than such sum due to such Lender or the Agent (as
the case may be) in United States Dollars, each Credit Party agrees, to the
extent permitted by applicable law, as a separate obligation and notwithstanding
any such judgment, to indemnify such Lender or the Agent (as the case may be)
against such loss, and if the United States Dollars so purchased exceed such sum
due to any Lender or the Agent (as the case may be) in United States Dollars,
such Lender or the Agent (as the case may be) agrees to remit to each such
Credit Party such excess.

          11.16. USA PATRIOT Act. Each Lender hereby notifies Bermuda Holding 2
Ltd., AI 3 Ltd. and each Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the "Act"), it is required to obtain, verify and record information that
identifies each Borrower, which information includes the name and address of
such Borrower and other information that will allow such Lender to identify each
Borrower in accordance with the Act.

          11.17. Post-Closing Matters. Notwithstanding the provisions of
Sections 5.1 and 7.16, the Credit Parties need not complete the actions or
deliver the documents described in Sections 5.1(a)(x) with respect to accounts
held at Bank of America or finalize Exhibit P until no later than March 31,
2006, and the Effective Date will occur upon satisfaction of the other
conditions in Section 5.1.


                                       82



          IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be made, executed and delivered by their duly authorized officers as of the day
and year first above written.

                                         AIRCASTLE INVESTMENT HOLDINGS 2 LIMITED

                                         By: /s/ Mark Zeidman
                                             -----------------------------------
                                             Name: Mark Zeidman
                                                   -----------------------------
                                             Title: CFO
                                                    ----------------------------

                                         AIRCASTLE IRELAND NO. 3 LIMITED

                                         By: /s/ Ron Wainshal
                                             -----------------------------------
                                             Name: Ron Wainshal
                                                   -----------------------------
                                             Title: Director
                                                    ----------------------------

               Signature Page to the Aircastle 2 Credit Agreement



                                         JPMORGAN CHASE BANK, N.A., as Agent and
                                            as a Lender


                                         By: /s/ Matthew H. Massie
                                             -----------------------------------
                                             Name: Matthew H. Massie
                                                   -----------------------------
                                             Title: Managing Director
                                                    ----------------------------

               Signature Page to the Aircastle 2 Credit Agreement



                                         BEAR STEARNS CORPORATE LENDING INC.,
                                         as a Lender


                                         By: /s/ Victor Bulzacchelli
                                             -----------------------------------
                                             Name: Victor Bulzacchelli
                                                   -----------------------------
                                             Title: Vice President
                                                    ----------------------------

               Signature Page to the Aircastle 2 Credit Agreement



                                         CITIBANK, N.A.,
                                         as a Lender


                                         By: /s/ Gaylord C. Holmes
                                             -----------------------------------
                                             Name: Gaylord C. Holmes
                                                   -----------------------------
                                             Title: Director
                                                    ----------------------------

               Signature Page to the Aircastle 2 Credit Agreement