Framework Agreement for Lease of Aircraft – CIT Group Inc.

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)

(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;

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.

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;

Page 5

(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.

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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;

Page 8

(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:

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(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

Page 11

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.

Page 19

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

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.

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

)

Page 22

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