Framework Agreement for Lease of Aircraft - CIT Group Inc.


Framework Agreement

in respect of Airbus aircraft leased or to be leased, as the case may be, by CIT Aerospace International to its airline customers

Dated _______________ 2008

ABN AMRO Bank N.V., London branch
(as Arranger)

Madeleine Leasing Limited
(as Initial Borrower)

CIT Aerospace International
(as Initial Head Lessee)

CIT Group Inc.
(as Guarantor)


Contents

1

Definitions and interpretation

1

2

Representations and warranties

9

3

Availability

11

4

Alternate Borrower

12

5

Additional aircraft

13

6

Export Credit Agency approval

13

7

Maximum Loan Amount

14

8

Repayment and Loan Amortisation Schedules

14

9

Suspension Event

14

10

Cancellation

14

11

Cross-Collateralisation

15

12

Agency and arrangement fees

15

13

Costs and expenses

15

14

Discretions of the Export Credit Agencies

15

15

Confidentiality

16

16

Miscellaneous

16

17

Notices

17

18

Governing law

18

19

Jurisdiction

18

20

Service of Process

19

21

Third party rights

19

22

Entire agreement

19

23

Counterparts

19

Schedule 1 - Aircraft

20

Contents (i)

Schedule 2 - Form of Accession Deed

21

Schedule 3 - Conditions precedent

23

Contents (ii)

Framework Agreement

Dated _______________ 2008

Between

(1)

ABN AMRO Bank N.V. (the Arranger), a banking institution established under the laws of The Netherlands acting through its branch at 250 Bishopsgate, London EC2M 4AA, United Kingdom;

(2)

Madeleine Leasing Limited (the Initial Borrower), a limited liability company incorporated under the laws of Ireland having its registered office at 25-28 Northwall Quay, Dublin 1, Ireland;

(3)

CIT Aerospace International (the Initial Head Lessee), an unlimited company incorporated under the laws of Ireland having its registered office at 1 Stoke's Place, St. Stephen's Green, Dublin 2, Ireland; and

(4)

CIT Group Inc. (in its capacity as guarantor, the Guarantor), a corporation incorporated under the laws of the State of Delaware and having its principal place of business at 1 CIT Drive, Livingston, New Jersey 07039, United States of America and its chief executive office at 505 Fifth Avenue, New York 10017, United States of America;

Recitals

A

Under the Aircraft Purchase Agreements, the Purchaser has agreed to purchase the Aircraft from the Manufacturer.

B

The Arranger has agreed to arrange funding to partially finance the acquisition of the Aircraft on the terms of this Agreement.

It is agreed:

1

Definitions and interpretation

1.1

Definitions

Capitalised terms, unless the context otherwise requires, shall have the following meanings:

Acceding Party has the meaning given to in Clause 4.1.

Accession Deed means a deed of accession to this Agreement, in substantially the form set out in Schedule 2.

Actual ECA Premia means, in respect of an Aircraft, the premia to be payable to the Export Credit Agencies (or to KfW) in relation to the ECA Loans relating to that Aircraft.

Administrator means Deutsche International Corporate Services Ireland Limited.

Agent means, in respect of a Loan Agreement, the Arranger or such other Lender which is party to such Loan Agreement in the capacity of ECA Facility Agent.

Aircraft means, as the context requires, all or any of the Original Aircraft and those Eligible Aircraft which the Arranger and the Guarantor have agreed in writing shall be subject to this Agreement.

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Aircraft Price means, in respect of an Aircraft, the "Aircraft Price" as defined in the All Parties Agreement relating to that Aircraft.

Aircraft Purchase Agreements means each of:

(a)

the Airbus A320 family and A350 aircraft purchase agreement dated 17 August 2005 between the Purchaser as buyer and the Manufacturer (as legal successor to AVSA S.A.R.L.) as seller; and

(b)

the Airbus A330 aircraft purchase agreement dated 29 June 2006 between the Purchaser as buyer and the Manufacturer as seller,

in each case as amended and/or restated from time to time and including any other letter agreements, exhibits and appendices from time to time relating respectively thereto.

All Parties Agreement means, in respect of an Aircraft, the all parties agreement in the agreed form and to be entered into among, inter alios, ABN AMRO Bank N.V., London branch (in the capacities therein described), the relevant Borrower and the relevant Head Lessee.

Alternate Borrower means each Borrower (other than the Initial Borrower) which accedes to this Agreement by the execution of an Accession Deed.

Alternate Head Lessee means, each Head Lessee (other than the Initial Head Lessee) which accedes to this Agreement by the execution of an Accession Deed.

Applicable Law means:

(a)

any law, statute, decree, constitution, regulation, authorisation, judgment, injunction or other directive of any Government Entity;

(b)

any treaty, pact, compact or other agreement to which any Government Entity is a signatory or party; or

(c)

any judicial or administrative interpretation with binding characteristics or application of those described in (a) or (b) above,

and in each case, which is applicable to any Aircraft or its use or operation, any Head Lessee, any Borrower, the Guarantor, either Arranger, any Relevant Party or any Transaction Document.

Applicable Margin means, in respect of an Aircraft, such margin as the Arranger and the Guarantor shall agree in writing is applicable to the Loans relating to that Aircraft.

Aviation Authority means, in respect of an Aircraft, any Government Entity which under the laws of the State of Registration has from time to time:

(a)

control or supervision of civil aviation in the State of Registration; and

(b)

jurisdiction over the registration, airworthiness or operation of, or other similar matters relating to, that Aircraft.

Availability End Date means the earlier to occur of:

(a)

a Cancellation Event; or

(b)

31 December 2009.

Availability Period means the period from and including the date of this Agreement to and including the Availability End Date.

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Borrower means, in respect of an Aircraft, the Initial Borrower or the relevant Alternate Borrower (as the case may be).

British Lenders means, in respect of an Aircraft, the persons nominated or to be nominated as the British Lenders in the relevant Loan Agreement.

British National Agent means, in respect of any Loan Agreement, either Arranger or such other Lender which is party to such Loan Agreement in the capacity of British National Agent.

Business Day means a day, other than a Saturday or Sunday, on which commercial banks are open for general business in Dublin, Paris, Frankfurt am Main, London and New York City.

Buyer Furnished Equipment means, in respect of an Aircraft, the buyer furnished equipment relating to that Aircraft supplied by the Purchaser to the Manufacturer prior to the Delivery Date or (as the case may be) during any post delivery modification period relating to the relevant Aircraft.

Cancellation Event means the occurrence of any of the following events or circumstances:

(a)

an Event of Default;

(b)

any breach by the Guarantor or any of the Head Lessees of their respective obligations under this Agreement.

Cancellation Notice means a "Cancellation Notice" under and as defined in any All Parties Agreement.

Certified Copy means, in relation to a document, a copy of that document bearing the endorsement "Certified as a true, complete and accurate copy of the original, which has not been amended otherwise than by a document, a Certified Copy of which is attached hereto", which has been signed and dated by a duly authorised officer of the relevant company and which complies with that endorsement.

COFACE means Compagnie Fran §aise d'Assurance pour le Commerce Ext rieur.

Default means a "Default" under and as defined in any All Parties Agreement.

Delivery means:

(a)

in respect of an Aircraft which is not a Refinanced Aircraft, the delivery of the Aircraft by the Manufacturer to the relevant Borrower under the relevant Aircraft Purchase Agreement (the rights in respect of which are assigned by the relevant Purchase Agreement Assignment) and the simultaneous delivery of the Aircraft by the relevant Borrower to the relevant Head Lessee under the relevant Head Lease; or

(b)

in respect of a Refinanced Aircraft, the delivery of the Aircraft by the Manufacturer to the Head Lessee and simultaneous delivery of the Aircraft to the relevant Lessee under the relevant Lease.

Delivery Date means, in respect of an Aircraft, the date on which Delivery takes place.

Delivery Date means, in respect of an Aircraft, the date on which Delivery takes place.

Delivery Notice means a notice given pursuant to Clause 6.1.

Dollars and $ means the lawful currency of the United States of America.

ECA Facility means each loan facility which the Lenders have made available pursuant to and in accordance with the terms of this Agreement, in each case, pursuant to, in respect of an Aircraft, the terms of a Loan Agreement.

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ECA Support Arrangements means, in respect of an Aircraft, the guarantees, insurance or other support of the relevant Borrower's obligations under the relevant Loan Agreement issued or to be issued:

(a)

by COFACE to the French Lenders;

(b)

by Euler Hermes to the German Lenders; and

(c)

by ECGD to the British Lenders,

in each case, in form and substance satisfactory to the Arranger (it being understood that the decision to issue any ECA Support Arrangements is in the absolute discretion of the relevant Export Credit Agency).

ECGD means The Secretary of State of Her Britannic Majesty's Government acting by the Export Credits Guarantee Department.

Election Date means, in respect of an Aircraft, the date falling thirty (30) Business Days prior to its Scheduled Delivery Date.

Eligible Aircraft means all or any of the thirty four (34) Airbus aircraft to be purchased by the Purchaser pursuant to the Aircraft Purchase Agreements which have been approved for financing by the Export Credit Agencies and which are not then subject to this Agreement.

Euler Hermes means Euler Hermes Kreditversicherungs-AG.

Event of Default means an "Event of Default" under and as defined in any All Parties Agreement.

Export Credit Agencies means each of ECGD, COFACE and Euler Hermes.

Fees Letter means the letter dated the same date as this Agreement between the Arranger and the Initial Head Lessee and described on its face as the Fees Letter.

First Trigger Event means the senior unsecured indebtedness obligations of the Guarantor being rated below A- if and as rated by Standard & Poor's Corporation or A3 if and as rated by Moody's Investor Service, Inc., or an equivalent by an alternative service of equivalent recognition (if neither Standard & Poor's Corporation nor Moody's Investor Service, Inc. has assigned any rating).

Financed Aircraft means, as at the relevant date of determination, each Aircraft in respect of which Delivery has occurred and which is partially financed pursuant to this Agreement.

French National Agent means, in respect of any Loan Agreement, either Arranger or such other Lender which is party to such Loan Agreement in the capacity of French National Agent.

French Lenders means, in respect of an Aircraft, the persons nominated or to be nominated as the French Lenders in the relevant Loan Agreement.

German National Agent means, in respect of any Loan Agreement, either Arranger or such other Lender which is party to such Loan Agreement in the capacity of German National Agent.

German Lenders means, in respect of an Aircraft, the persons nominated or to be nominated as the German Lenders in the relevant Loan Agreement.

Government Entity means:

(a)

any national government, political subdivision, banking or monetary authority thereof or local jurisdiction therein;

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(b)

any instrumentality, board, commission, authority, department, organ, court or agency of any of the foregoing, however constituted; and

(c)

any association, organisation or institution of which any of the foregoing is a member or to whose jurisdiction any thereof is subject or in whose activities any of the above is a participant.

Head Lease means, in respect of an Aircraft, the head lease in the agreed form and to be entered into between the relevant Borrower and the relevant Head Lessee.

Head Lessee means, in respect of an Aircraft, the Initial Head Lessee or the relevant Alternate Head Lessee who leases that Aircraft from a Borrower.

Latest Permitted Delivery Date means, in respect of an Aircraft, the date specified in column (2) of Schedule 1 opposite the Aircraft Reference Number of such Aircraft (or such other date as the Arranger and the relevant Head Lessee may agree in writing).

Lease means, in respect of an Aircraft, a "Lease" as defined in the All Parties Agreement relating to that Aircraft.

Lenders means, in respect of an Aircraft, all or any (as the context may require) of the French Lenders, the German Lenders and the British Lenders participating in the Loans for that Aircraft.

Lessee means, in respect of an Aircraft, a "Lessee" as defined in the All Parties Agreement relating to that Aircraft.

LIBOR means, in respect of an Aircraft, "LIBOR" as defined in the All Parties Agreement relating to that Aircraft.

Loan Agreement means, in respect of an Aircraft, the ECA loan agreement in the agreed form and to be entered into among, inter alios, the relevant Borrower, the Lenders and ABN AMRO Bank N.V., London branch (in the capacities therein described).

Loans means, in respect of an Aircraft, the "ECA Loans" as defined in the All Parties Agreement relating to that Aircraft.

Mandatory Cost means, in respect of a Loan Agreement, "Mandatory Cost" as defined in that Loan Agreement.

Manufacturer means Airbus S.A.S., a soci t par actions simplifi e duly created and existing under French law, whose principal place of business is at 1, rond point Maurice Bellonte, 31700 Blagnac C dex, Republic of France.

Material Adverse Effect means a material adverse effect on:

(a)

the business, assets, liabilities, prospects or financial condition of any Head Lessee or the Guarantor;

(b)

the ability of any Head Lessee or the Guarantor to perform its obligations under the Transaction Documents in respect of any Aircraft;

(c)

any right or remedy of any Relevant Party in respect of any Transaction Document; or

(d)

any interest of any Relevant Party in respect of any Aircraft.

Maximum Loan Amount means, in respect of an Aircraft, the lower of:

(a)

the sum of eighty five per cent (85%) of the Net Aircraft Cost plus the Actual ECA Premia;

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(b)

the amount approved for that Aircraft by the Export Credit Agencies; and

(c)

in respect of any Refinanced Aircraft whose Refinancing Date falls on or after the date falling three months after its Delivery Date, the sum of eighty-three point two two nine one seven per cent (83.22917%) of the Net Aircraft Cost plus the Actual ECA Premium.

National Agent means, in respect of an Aircraft, any or all (as the case may require) of the British National Agent, the French National Agent and the German National Agent who participate in the Loans for that Aircraft.

Net Aircraft Cost means, in respect of an Aircraft, the amount calculated pursuant to the Aircraft Purchase Agreement and to be set out in the invoice from the Manufacturer as the price of the Aircraft on the Delivery Date, net of any airframe and/or engine credit memoranda specific to the Aircraft together with the costs of installed buyer furnished equipment, provided that:

(a)

for the purpose of this Agreement and with respect to any installed buyer furnished equipment, the definitions of Maximum Loan Amount and Actual ECA Premia (but not the definitions of Permitted BFE Limit or Unfinanced Amount) shall be calculated by reference to the lower of:

(i)

the cost of installed buyer furnished equipment; or

(ii)

the Permitted BFE Limit; and

(b)

such amount is confirmed in writing by the Manufacturer to the Arranger and is otherwise approved by the Export Credit Agencies.

Net Worth means, at any date of determination, the total stockholders' equity of the Guarantor and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles adopted and accepted in the United States of America.

Net Worth Event means the Net Worth falling below the greater of:

(a)

four billion Dollars ($4,000,000,000); or

(b)

any amount below which a net worth event (howsoever described) would be triggered under any financing arrangements entered into (including by way of amendment) by the Guarantor or which is guaranteed by the Guarantor.

Obligors means each Borrower, each Head Lessee, and the Guarantor and Obligor means any of them.

Original Aircraft means the nine (9) Airbus aircraft described in Schedule 1 to be purchased by the Purchaser pursuant to the Aircraft Purchase Agreements.

Original Guarantor Financial Statements means the audited consolidated accounts of the Guarantor for the year ended 31 December 2007.

Parties means the parties to this Agreement and, following the entry into by it of an Accession Deed as an Acceding Party (as defined therein), each Alternate Borrower and each Alternate Head Lessee.

Permitted BFE Limit means, in respect of an Aircraft, an amount equal to five per cent (5%) of the Net Aircraft Cost, or such other limit as may be imposed by the Export Credit Agencies from time to time.

Purchaser means C.I.T. Leasing Corporation, a Delaware corporation having its principal place of business at 1 CIT Drive, Livingston, New Jersey 07039, United States of America.

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Purchase Agreement Assignment means, in respect of an Aircraft which is not a Refinanced Aircraft, the purchase agreement assignment in the agreed form and to be entered into between the Purchaser and the relevant Borrower.

Purchase Agreement Assignment means, in respect of an Aircraft which is not a Refinanced Aircraft, the purchase agreement assignment in the agreed form and to be entered into between the Purchaser and the relevant Borrower.

Refinanced Aircraft means an Aircraft in respect of which an ECA Facility is to be made available after the Delivery Date of that Aircraft.

Refinancing Date means, in respect of a Refinanced Aircraft, the date on which the ECA Loans relating to that Refinanced Aircraft are drawn.

Relevant Party means, in respect of an Aircraft, a "Relevant Party" as defined in the All Parties Agreement relating to that Aircraft.

Request means, in respect of an Aircraft, a "Request" as defined in the All Parties Agreement relating to that Aircraft.

Scheduled Delivery Date means, in respect of an Aircraft which is not a Refinanced Aircraft, the date on which the relevant Head Lessee considers (acting reasonably) Delivery shall occur, which date shall have been notified to the Arranger in writing pursuant to Clause 6.1.

Second Trigger Event means the senior unsecured indebtedness obligations of the Guarantor being rated below BBB if and as rated by Standard & Poor's Corporation or Baa2 if and as rated by Moody's Investor Service Inc., or an equivalent by an alternative service of equivalent recognition (if neither Standard & Poor's Corporation nor Moody's Investor Service, Inc. has assigned any rating).

Security Documents means, in respect of an Aircraft, the "Security Documents" as defined in the All Parties Agreement relating to that Aircraft.

Security Interest means any mortgage, pledge, lien, charge, assignment, right of detention, hypothecation, statutory right in rem or security interest or any other agreement or arrangement having a similar effect.

State of Registration means, in relation to an Aircraft, any state or territory in which that Aircraft is registered from time to time pursuant to a Lease or pursuant to this Agreement (as the case may be).

Subsidiary means, in respect of any person, an entity of which such person has direct or indirect control or owns directly or indirectly more than fifty per cent (50%) of the voting capital or similar right of ownership.

Suspension Event means the occurrence of any of the following:

(a)

a Default;

(b)

the service of a Cancellation Notice;

(c)

an event or circumstance which has a Material Adverse Effect; or

(d)

an event or circumstance affecting the normal operation of the London Interbank Market which, in the reasonable opinion of the Arranger, would impair the ability of the relevant Lenders to provide the relevant ECA Facility in accordance with the terms of the relevant Loan Agreement.

Tax means any and all present or future taxes (of any nature and however termed), levies, fiscal charges, imposts, duties, fees, assessments, surcharges, restrictions, conditions or other charges in the nature of Tax and however arising which are now or at any time hereafter imposed, assessed, charged, levied, collected, demanded, withheld or claimed, wherever in the world, by any government, state, province, local government, municipality or other public authority and Tax and Taxation shall be construed accordingly.

Page 7

Transaction Documents means, in respect of an Aircraft and the financing of such Aircraft hereunder, any or all (as the context may require) of the following documents entered or to be entered into in relation thereto:

(a)

an All Parties Agreement;

(b)

all documents identified as "Transaction Documents" in that All Parties Agreement or, prior to execution of that All Parties Agreement, in the agreed form of that All Parties Agreement,

in each case together with such additional documents required to be entered into pursuant respectively thereto.

Unfinanced Amount means an amount, in respect of an Aircraft, equal to the Net Aircraft Cost less the amount actually financed or to be financed by the relevant ECA Facility.

1.2

Construction

In this Agreement, unless the contrary intention appears:

(a)

a document is in the agreed form if it is in the form of a draft agreed between and initialled by or on behalf of the Arranger and the Initial Head Lessee;

(b)

an amendment includes a supplement, novation, restatement or re-enactment and amended will be construed accordingly;

(c)

assets includes present and future properties, revenues and rights of every description;

(d)

an authorisation includes an authorisation, consent, approval, resolution, permit, certificate, declaration, licence, exemption, filing, registration or notarisation;

(e)

disposal means a sale, transfer, grant, lease or other disposal, whether voluntary or involuntary, and dispose will be construed accordingly;

(f)

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

(g)

a regulation includes any regulation, rule, order, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(h)

a currency is a reference to the lawful currency for the time being of the relevant country;

(i)

a Cancellation Event, Suspension Event, Default or Event of Default being continuing means that it has not been remedied or waived;

(j)

a provision of any applicable law or regulation is a reference to that provision as extended, applied, amended or re-enacted and includes any subordinate legislation;

(k)

a Clause or a Schedule is a reference to a clause of, or a schedule to, this Agreement;

(l)

a Party or any other person includes its successors in title, permitted assigns and permitted transferees;

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(m)

a reference to this Agreement or another document is a reference to this Agreement or that other document as amended (with the consent of any relevant Party, if that consent is required);

(n)

unless otherwise specified, a time of day is a reference to London time;

(o)

unless the contrary intention appears, a reference to a month or months is a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month or the calendar month in which it is to end, except that:

(i)

if the numerically corresponding day is not a Business Day, the period will end on the next Business Day in that month (if there is one) or the preceding Business Day (if there is not);

(ii)

if there is no numerically corresponding day in that month, that period will end on the last Business Day in that month; and

(iii)

notwithstanding Clause 1.2(o)(i), a period which commences on the last Business Day of a month will end on the last Business Day in the next month or the calendar month in which it is to end, as appropriate;

(p)

where the context so admits, words importing the singular number only shall include the plural and vice versa, and words importing the neuter gender shall include the masculine or feminine gender; and

(q)

the headings in this Agreement do not affect its interpretation.

2

Representations and warranties

2.1

Head Lessee Representations and Warranties

2.1.1

Each Head Lessee hereby makes the representations and warranties set out in this Clause 2.1.1 and acknowledges that the other Parties have entered into this Agreement in reliance on those representations and warranties:

(a)

it is a corporation, duly organised and validly existing under the laws of its jurisdiction of incorporation;

(b)

it has the power and authority to own its assets and carry on its business as it is being conducted;

(c)

it has the power to enter into and perform, and all necessary corporate, shareholder and other action has been taken to authorise the entry into and performance of this Agreement, its obligations under this Agreement and the transactions contemplated by this Agreement; and

(d)

the person(s) executing this Agreement on its behalf is authorised to do so.

2.1.2

The representations set out in Clause 2.1.1 are made by the Initial Head Lessee on the date of this Agreement and by each Alternate Head Lessee on the date such Alternate Head Lessee accedes to this Agreement.

2.2

Guarantor representations and warranties

2.2.1

To induce the Arranger to enter into this Agreement, the Guarantor represents and warrants to the Arranger that:

Page 9

(a)

it is a corporation duly incorporated and validly existing and in good standing under the laws of the State of Delaware and has full power, authority and legal right to own its property and carry on its business as presently conducted;

(b)

it has the power and capacity to execute and deliver, and to perform its obligations under this Agreement and all necessary action has been taken to authorise the execution, delivery and performance of the same; and

(c)

it has taken all necessary legal action to authorise the person or persons who execute and deliver this Agreement to execute and deliver the same and thereby bind it to all the terms and conditions hereof and thereof and to act for and on behalf of it as contemplated hereby and thereby; and

(d)

it is not an "investment company" within the meaning of the Investment Company Act 1940 of the United States of America and no consent or authorisation of any Government Entity is required on the part of it in connection with the execution, delivery or performance of this Agreement or the other Transaction Documents.

2.2.2

The representations set out in Clause 2.2.1 are made by the Guarantor on the date of this Agreement.

2.3

Arranger representations and warranties

2.3.1

The Arranger hereby makes the representations and warranties set out in this Clause 2.3.1 and acknowledges that the other Parties have entered into this Agreement in reliance on those representations and warranties:

(a)

it is a banking institution duly incorporated and validly existing under the laws of the Netherlands;

(b)

it has the power and authority (corporate and other) to execute, deliver and perform its obligations under this Agreement and all necessary consents have been obtained or will have been obtained, prior to execution respectively thereof, to duly authorise the execution, delivery and performance of the same; and

(c)

this Agreement has been duly executed and delivered by it.

2.3.2

The representations set out in Clause 2.3.1 are made by the Arranger on the date of this Agreement.

2.4

Borrower representations and warranties

2.4.1

Each Borrower hereby makes the representations and warranties set out in this Clause 2.4.1 and acknowledges that the other Parties have entered into this Agreement in reliance on those representations and warranties:

(a)

it is a limited liability company, duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b)

it has the power and authority to own its assets and carry on its business as it is being conducted;

(c)

it has the power to enter into and perform, and all necessary corporate, shareholder or other action has been taken to authorise the entry into and performance of this Agreement, its obligations under this Agreement and the transactions contemplated by this Agreement; and

(d)

the person(s) executing this Agreement on its behalf is authorised to do so.

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2.4.2

The representations set out in Clause 2.4.1 are made by the Initial Borrower on the date of this Agreement and by each Alternate Borrower on the date such Alternate Borrower accedes to this Agreement.

2.5

Survival

The representations and warranties made by the Parties pursuant to this Clause 2 shall survive the execution of this Agreement and shall remain in full force and effect notwithstanding the occurrence of any event or circumstance.

3

Availability

3.1

Availability

Subject to:

(a)

the terms and conditions of this Agreement;

(b)

the satisfaction or waiver to the satisfaction of the Arranger of the conditions precedent set out in Schedule 3;

(c)

the provision, in respect of a Loan Agreement, by each Export Credit Agency (in its absolute discretion) of ECA Support Arrangements for the full amount to be made available pursuant to such Loan Agreement and otherwise in form and substance satisfactory to the Arranger;

(d)

the entry into of the Transaction Documents in respect of such Aircraft prior to the Latest Permitted Delivery Date in respect of such Aircraft;

(e)

the satisfaction or waiver or deferral to the satisfaction of the ECA facility agent under the relevant Loan Agreement of the conditions precedent to the making available of the relevant ECA Facility, and set out in the relevant All Parties Agreement,

the Arranger shall use reasonable endeavours to make available, or to procure that the same are made available to any Borrower, the loan facilities contemplated herein in respect of all or any of the Aircraft and agrees to enter into the relevant Transaction Documents with respect to such Aircraft together with any other documents contemplated by the relevant All Parties Agreement.

3.2

Availability Period

3.2.1

The loan facilities set out in this Agreement shall be available for drawdown by the Lenders on each Business Day during the Availability Period on the terms and subject to the conditions of this Agreement.

3.2.2

Notwithstanding Clause 3.2.1, no ECA Loan shall be made available in respect of a Refinanced Aircraft after the date falling six (6) months after the Delivery Date of that Refinanced Aircraft.

3.3

Currency

The currency of each ECA Facility shall be Dollars.

3.4

Purpose

Each ECA Facility shall, subject to the terms and conditions of this Agreement, be used by the relevant Borrower solely for the purpose of partially financing or refinancing, as the case may be, the acquisition of the Aircraft pursuant to the Transaction Documents to be entered into in

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relation thereto, but neither Arranger shall be obliged to concern itself with the application respectively thereof.

3.5

Term

The term of each ECA Facility shall be twelve (12) years from the relevant Delivery Date (subject to any provisions relating to delayed delivery in the relevant ECA Loan Agreement).

4

Alternate Borrower

4.1

Alternate Borrower/Alternate Head Lessee

4.1.1

The Guarantor may at any time, by written notice to the Arranger, request that an Alternate Borrower or Alternate Head Lessee accede to this Agreement by executing an Accession Deed.

4.1.2

Unless otherwise agreed in writing by the Arranger, no more than two Alternate Borrowers and two Alternate Head Lessees may accede to this Agreement.

4.1.3

No less than fourteen (14) days prior to the date upon which it is proposed that an Accession Deed is entered into, a draft of such Accession Deed shall be delivered to each of the Parties and each Party shall execute such Accession Deed within such fourteen (14) day period.

4.1.4

Upon execution of an Accession Deed by the Acceding Party (as defined in the relevant Accession Deed) (the Acceding Party) and the Parties, this Agreement shall forthwith be deemed to have been amended and supplemented in accordance with the terms of the relevant Accession Deed and each Party and the Acceding Party agrees to be bound by this Agreement as so amended and supplemented.

4.1.5

By its execution of an Accession Deed, the Acceding Party agrees that:

(a)

it shall be bound in all respects by the provisions of this Agreement as if it had at all times been an Alternate Borrower or Alternate Head Lessee, as applicable hereunder; and

(b)

the making available of any ECA Facility shall be subject to the terms and conditions of this Agreement.

4.1.6

As soon as reasonably practicable after the execution of an Accession Deed, the Acceding Party shall deliver a copy, certified as a true copy of the original, of the Accession Deed to each of the other Parties.

4.2

Alternate Borrower election

Each Alternate Borrower shall be a single purpose vehicle incorporated in the Cayman Islands, Ireland or other jurisdiction approved by the Arranger and the Export Credit Agencies, the issued share capital of which is owned by the Administrator (or any other reputable corporate services provider approved by the Arranger and the Export Credit Agencies).

4.3

Alternate Head Lessee

The introduction of an Alternate Head Lessee is subject to the prior approval of the Arranger and the Export Credit Agencies in their absolute discretion.

4.4

Notice

Any request by the Guarantor pursuant to Clause 4.1 shall be made in writing no later than the Election Date.

Page 12

5

Additional aircraft

5.1

Eligible Aircraft to become subject to this Agreement

Provided no Suspension Event has occurred and is continuing, the Arranger shall, at the request of the Guarantor, endeavour to arrange financing for the Eligible Aircraft such that they may become subject to this Agreement.

5.2

Application to Export Credit Agencies

The Arranger shall, at the request of the Guarantor, provide all reasonable assistance to the Guarantor in any application it makes to the Export Credit Agencies for approval of the financing of any aircraft which is the subject of either Aircraft Purchase Agreement which is not an Aircraft or an Eligible Aircraft.

6

Export Credit Agency approval

6.1

Delivery notice

Unless otherwise agreed in writing by the Arranger, not later than, (a) in respect of an Aircraft, 15 Business Days prior to its Scheduled Delivery Date or (b) if such Aircraft is a Refinanced Aircraft, the proposed Refinancing Date for that Refinanced Aircraft, the relevant Head Lessee shall give written notice to the Arranger:

(a)

if such Aircraft is not a Refinanced Aircraft, confirming the Scheduled Delivery Date relating thereto;

(b)

if such Aircraft is a Refinanced Aircraft, confirming the proposed Refinancing Date relating thereto;

(c)

confirming the manufacturer's serial number and the proposed registration mark of the Aircraft and the type and serial number of the engines which were or will, as the case may be, be installed on such Aircraft on Delivery;

(d)

confirming the Net Aircraft Cost in respect of the Aircraft;

(e)

confirming the name of the Lessee for the Aircraft and the State of Registration;

(f)

the identity of each Obligor to be involved in the ECA Financing for that Aircraft together with an explanation as to how the Unfinanced Amount shall be paid;

(g)

such information as regards the cost and installation of any Buyer Furnished Equipment to be installed on the Aircraft as may be available,

and the relevant Head Lessee shall attach to such notice (i) a Certified Copy of the proposed Lease and (ii) the responses (addressed and in a form satisfactory to the Export Credit Agencies) of legal counsel satisfactory to the Arranger in the jurisdiction of incorporation of the proposed Lessee (and, if different, in the proposed State of Registration) to a jurisdictional questionnaire in the form from time to time required by the Export Credit Agencies.

6.2

Request for Export Credit Agency approval

Promptly following its receipt of a Delivery Notice under Clause 6.1, the Arranger shall procure that the relevant National Agents shall give written notice to the Export Credit Agencies providing a copy of such Delivery Notice and drafts of the loan amortisation schedules calculated in accordance with Clause 8.

Page 13

6.3

Determination by Export Credit Agency

Promptly following its receipt of the same from the Export Credit Agencies, the Arranger shall procure that the relevant National Agents will confirm:

(a)

whether, in respect of the relevant Aircraft, the Export Credit Agencies will be prepared to enter into ECA Support Arrangements relating to the relevant Loan Agreement (it being understood that the entry into any ECA Support Arrangements shall be in the sole discretion of the relevant Export Credit Agency);

(b)

if the Export Credit Agencies are not prepared to enter into ECA Support Arrangements on the basis referred to in Clause 6.3(a), whether they would be so prepared on an alternative basis, and what that alternative basis would be (to the extent the same has been communicated to the Arranger).

7

Maximum Loan Amount

The parties agree that each ECA Facility shall not exceed the Maximum Loan Amount.

8

Repayment and Loan Amortisation Schedules

The loan amortisation schedule in respect of each Loan Agreement shall be fully amortising by equal quarterly payments of principal and interest based on a "mortgage style" profile over a twelve (12) year term from the Delivery Date on the basis of an interest rate equal to the aggregate of:

(a)

LIBOR;

(b)

the Applicable Margin; and

(c)

Mandatory Cost.

9

Suspension Event

9.1

Suspension Event

The Arranger shall, for so long as a Suspension Event is continuing and by written notice to the other Parties, not be required to make available all or any facilities hereunder available to any Borrower and which, as at the time such Suspension Event occurs, have not yet been so made available.

9.2

Arranger's rights

The rights of the Arranger under Clause 9.1 shall be without prejudice to its other rights and/or the rights of any other person under the Transaction Documents entered into from time to time in respect of any Aircraft or otherwise howsoever.

10

Cancellation

10.1

Cancellation Event

The Arranger shall, following the occurrence of a Cancellation Event and by written notice to the other Parties, be entitled to cancel all or any of the facilities which it is required to make available to any Borrower pursuant to this Agreement and which, as at the time of such Cancellation Event, have not yet been so made available.

Page 14

10.2

Arranger's rights

The rights of the Arranger under Clause 10.1 shall be without prejudice to its other rights and/or the rights of any other person under the Transaction Documents entered into from time to time in respect of any Aircraft or otherwise howsoever.

11

Cross-Collateralisation

11.1

Cross-Collateralisation

Each ECA Facility shall be fully cross-collateralised in the manner contemplated by the agreed form of the Transaction Documents.

11.2

Other Structures

Any non-application of the cross-collateralisation arrangements referred to in Clause 11.1 shall be subject to the approval of the Arranger and each Export Credit Agency (acting in their absolute discretion) and subject to such conditions as the Arranger and the Export Credit Agencies may attach thereto.

12

Agency and arrangement fees

The Guarantor agrees to pay the Arranger the arrangement fees on the dates and in the amounts set out in each Fees Letter.

13

Costs and expenses

The Initial Head Lessee shall pay to the Arranger and each Export Credit Agency on demand the amount of all costs and expenses including legal fees, (other than administration fees and subject to any arrangements agreed between the Guarantor and relevant legal counsel in connection with such legal counsels' fees and expenses) reasonably incurred by it in connection with:

(a)

the negotiation, preparation, printing, execution and completion of this Agreement; and

(b)

the negotiation, preparation, printing, execution and completion of the Transaction Documents entered into, in respect of an Aircraft, on or prior to the relevant Delivery Date; and

(c)

any amendment, waiver or consent requested by the Guarantor or by or on behalf of any Borrower or Head Lessee or allowed by or required to implement this Agreement or required by any Export Credit Agency.

14

Discretions of the Export Credit Agencies

Each of the parties hereto acknowledge and agree that nothing contained in this Agreement shall, or shall be deemed to, limit or otherwise fetter the absolute discretion of the Export Credit Agencies with respect to any of the matters set out herein.

Page 15

15

Confidentiality

15.1

Confidentiality

(a)

Each Party shall keep confidential any information supplied to it by or on behalf of any other Party in connection with this Agreement. However, a Party is entitled to disclose information:

(i)

which is publicly available, other than as a result of a breach by that Party of this Clause;

(ii)

in connection with any legal or arbitration proceedings;

(iii)

if required to do so under any law or regulation binding on it (including filing requirements of the Securities & Exchange Commission of the United States);

(iv)

to a governmental, banking, taxation or other regulatory authority;

(v)

to its professional advisers;

(vi)

to the extent allowed under Clause 15.2 (Disclosure to authorities);

(vii)

with the agreement of each other relevant Party;

(viii)

in connection with any press release, advertisement or announcement as and to the extent agreed by the Head Lessee, the ECA Facility Agent and the National Agents;

(ix)

to any of its Affiliates;

(x)

to any of the Export Credit Agencies; or

(xi)

to another Party.

(b)

This Clause supersedes any previous confidentiality undertaking given by a Party in connection with this Agreement prior to it becoming a Party.

15.2

Disclosure to authorities

The Arranger may:

(a)

provide information about the Transaction Documents to any Government Entity of the French Republic, the Federal Republic of Germany and the United Kingdom or to international institutions which are charged by any such Government Entity with collecting statistical data; and

(b)

allow the parties referred to in Clause 15.2(a) to inspect and receive any records relating to the Transaction Documents.

16

Miscellaneous

16.1

Invalidity

If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect under the law of any jurisdiction, that shall not in any way affect or impair:

(a)

the validity, legality or enforceability in that jurisdiction of any other provision of this Agreement; or

Page 16

(b)

the validity, legality or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.

16.2

Remedies and waivers

No failure by any Party to exercise, nor any delay in exercising, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided at law.

16.3

English language

If this Agreement is translated into any other language, in the event of any conflict between the English text and the text in such other language, the English text shall prevail.

16.4

Assignments and transfers

16.4.1

Neither the Guarantor nor any Borrower or Head Lessee may assign, transfer or otherwise dispose of any or all of their respective rights and/or obligations under this Agreement.

16.4.2

Subject to the prior written consent of the Head Lessees and/or the Guarantor, such consent not to be unreasonably withheld or delayed, the Arranger shall be entitled to assign, transfer and/or otherwise dispose of its rights and/or obligations under this Agreement to any person.

16.5

Amendments

The Parties agree that the provisions of this Agreement shall not be amended except by an instrument in writing executed by the Parties.

17

Notices

17.1

Method and delivery

Save as expressly provided to the contrary in this Agreement, any notice or communication under or in connection with this Agreement shall be in English and in writing and shall be delivered personally, or by post or facsimile transmission to the respective addresses or facsimile numbers set out in Clause 17.2 or such other address or facsimile number as the recipient may have notified to the sender in writing. Notices by facsimile shall be confirmed in writing by registered mail or air courier. Any notice shall be deemed received upon actual receipt thereof or, if earlier:

(a)

in the case of a letter, on the fifth Business Day after posting; and

(b)

in the case of a facsimile transmission, on the Business Day immediately following the date of despatch.

17.2

Addresses

The addresses and numbers of the Parties for the purposes of Clause 17.1 are:

(a)

to the Arranger at:

ABN AMRO Bank N.V.
250 Bishopsgate
London EC2M 4AA

Fax:

+44 20 7678 8727

Attention:

Agency Section

Page 17

(b)

to the Initial Borrower at:

Madeleine Leasing Limited
5 Harbourmaster Place
International Financial Services Centre
Dublin 1
Ireland

Fax:

+353 1 680 6050

Attention:

The Directors

(c)

to each Alternate Borrower, at the address specified in the relevant Accession Deed;

(d)

to the Initial Head Lessee at:

CIT Aerospace International
3 Georges Dock
IFSC
Dublin 1
Ireland

Fax:

+353 1 656 1001

Attention:

Chief Counsel

(e)

to each Alternate Head Lessee, at the address specified in the relevant Accession Deed;

(f)

to the Guarantor at:

CIT Group Inc
505 Fifth Avenue
New York
New York 10017

Fax:

+1 212 771 9520

Attention:

General Counsel

18

Governing law

This Agreement shall be governed by, and construed in accordance with, English law.

19

Jurisdiction

19.1

Jurisdiction of the English courts

The Guarantor, each Head Lessee and each Borrower irrevocably agrees, for the benefit of the Arranger, that the English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.

19.2

Proceedings in other jurisdictions

Nothing in this Clause 19 shall limit the right of the Arranger in respect of any such dispute, to take proceedings against the Guarantor, each Head Lessee or any Borrower in any other court of competent jurisdiction.

19.3

Waiver of objections

The Guarantor, each Head Lessee and each Borrower irrevocably agree to waive any objection to any court specified in this Clause 19, whether on the grounds of venue, or on the

Page 18

grounds that the forum is not appropriate. The Guarantor, each Head Lessee and each Borrower further irrevocably agrees that a judgment of any court specified in Clause 19.1 shall be conclusive and binding upon it and may be enforced in the courts of any other jurisdiction.

19.4

Consent

The Parties consent generally to the giving of any relief and the issue of any process, in any proceedings brought under this Clause. This includes, without limitation, the grant of any judgment or order, and its enforcement against any asset.

20

Service of Process

The Guarantor, each Head Lessee and the Borrower shall at all times maintain an agent for service of process in England. Such agent shall be:

(a)

in the case of the Guarantor and each Head Lessee, CIT Capital Aviation (UK) Limited, currently of Peninsular House, 30-36 Monument Street, London EC3R 8LJ, United Kingdom; and

(b)

in the case of the Borrower, Law Debenture Corporate Services Limited, currently of Fifth Floor, 100 Wood Street, London EC2V 7EX,

and any writ, judgment or other notice of legal process shall be sufficiently served on such Party if delivered to its agent at its address for the time being. If for any reason, such agent no longer serves as agent of the relevant Party to receive service of process, that Party shall promptly appoint another agent and advise the other Party thereof.

21

Third party rights

The Parties do not intend that any term of this Agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement. The Parties may rescind, vary, waive, release, assign, novate or otherwise dispose of all or any of their respective rights or obligations under this Agreement without the consent of any person who is not a party to this Agreement.

22

Entire agreement

22.1

Entire agreement

This Agreement sets out the entire agreement between the Parties. It supersedes all previous agreements between the Parties on the subject matter of this Agreement.

22.2

No implied terms

No other term, express or implied, forms part of this Agreement. No usage, custom or course of dealing forms part of or affects this Agreement.

23

Counterparts

This Agreement may be executed in any number of counterparts and by the different Parties on separate counterparts, each of which when executed and delivered shall constitute an original, but all counterparts shall together constitute but one and the same instrument.

Executed as a Deed by the Parties and delivered on the date first above written

Page 19

Schedule 1 - Aircraft

Aircraft
Reference

No.

Aircraft
Type

Manufacturer's
Serial Number

Operator

Engine
Manufacturer

Latest Permitted
Delivery Date

1

A321-200

3397

Qatar

IAE

2 August 2008

2

A320-200

3408

Avianca

CFM

2 August 2008

3

A320-200

3433

Cebu

CFM

2 August 2008

4

A319-100

3467

Avianca

CFM

2 August 2008

5

A320-200

3472

Cebu

CFM

2 August 2008

6

A319-100

3518

Avianca

CFM

28 October 2008

7

A320-200

3487

Cebu

CFM

28 October 2008

8

A320-200

3492

Armavia

CFM

28 October 2008

9

A330-200

931

Air Europa

GE

28 October 2008

Page 20

Schedule 2 - Form of Accession Deed

Date: [** ]

1

We refer to a framework agreement and guarantee dated [** ] 2008 (as the same may have been amended by one or more Accession Deeds dated prior to the date hereof) (the Framework Agreement). A copy of the Framework Agreement is annexed to this Accession Deed.

2

Terms and expressions defined in the Framework Agreement shall have the same meanings when used herein.

3

With effect from the date of execution of this Accession Deed, by all of the parties hereto, the Framework Agreement shall be amended and supplemented by the inclusion of [** ] (the Acceding Party) as a party thereto as an Alternate Borrower/Alternate Head Lessee1.

4

The Acceding Party hereby makes the representations and warranties set out in clause 2.1 of the Framework Agreement, as if:

(a)

all references to the Initial Borrower/Initial Head Lessee2 were to the Acceding Party; and

(b)

all references to this Agreement were to this Accession Deed.

5

The Acceding Party hereby confirms that it has read the Framework Agreement and agrees to be bound by the terms thereof.

6

For the purposes of clause 17 of the Framework Agreement, all notices, requests, demands or other communications shall be given to or made on the Acceding Party by being addressed as follows:

[**

]

Fax:

[**

]

Attention:

[**

].

7

The agent for service of process on behalf of the Acceding Party in relation to any proceedings before the English courts in connection with the Framework Agreement is [** ].

8

Save as specifically amended and supplemented hereby, the parties hereto confirm that the Framework Agreement remains in full force and effect and that they are bound by the terms of the Framework Agreement as if the same were set forth herein.

9

This Accession Deed shall be governed by, and construed in accordance with, the laws of England.

IN WITNESS whereof this Accession Deed has been executed as a deed by the parties hereto and intended to be and is hereby delivered on the day and year first above written.


1 Delete as applicable
2 Delete as applicable

Page 21

Executed as a deed by3

)

[**

]

)

and signed by [**

]

)

)

being a person(s) who in accordance

)

with the laws of [**

] are/is

)

acting under the authority

)

of the company

)

3 Insert execution blocks of each Party to the Framework Agreement at the time the Accession Deed is entered into.

Page 22

Schedule 3 - Conditions precedent

1

Guarantor corporate documents

1.1

A copy, certified by a duly authorised representative of the Guarantor to be a true, complete and up to date copy, of the constitutional documents of the Guarantor.

1.2

A copy, certified by a duly authorised representative of the Guarantor to be a true copy and as being in full force and effect and not amended or rescinded, of a resolution of the board of directors of the Guarantor:

(a)

approving the transactions contemplated by this Agreement; and

(b)

authorising a person or persons to execute and deliver, on behalf of the Guarantor, this Agreement, the other Transaction Documents and any notices or other documents to be given pursuant thereto or pursuant.

1.3

Specimen signatures of the signatories of the Guarantor, certified by an officer of the Guarantor.

1.4

A copy of the Original Guarantor Financial Statements.

2

Legal opinions

2.1

A legal opinion addressed and in form and substance satisfactory to the Arranger and each Export Credit Agency from A&L Goodbody in respect of the Initial Borrower and the Initial Head Lessee.

2.2

A legal opinion addressed and in form and substance satisfactory to the Arranger and each Export Credit Agency from Vedder Price P.C. in respect of the Guarantor.

2.3

A legal opinion addressed and in form and substance satisfactory to the Arranger and each Export Credit Agency from in-house counsel to the Guarantor in respect of the Guarantor.

Page 23

Execution page

Framework Agreement

The Arranger

Executed as a Deed on behalf of

ABN AMRO Bank N.V., London branch

)

and signed by

)

and

)

being persons who in accordance with the law

)

of The Netherlands is acting under the

)

authority of the company

)

________________________________________

in the presence of:

Initial Borrower

SIGNED, SEALED and DELIVERED

)

by Madeleine Leasing Limited

)

by

)

its lawfully appointed attorney

)

________________________________________

in the presence of:

Initial Head Lessee

SIGNED, SEALED and DELIVERED

)

by CIT Aerospace International

)

by

)

its lawfully appointed attorney

)

________________________________________

in the presence of:

The Guarantor

Executed as a Deed on behalf of

)

CIT Group Inc.

)

and signed by

)

being a person who in accordance with the

)

law of the State of Delaware is acting under

)

the authority of the company

)

________________________________________

in the presence of:

Page 24