Aircraft Lease Securitisation

Aircraft Lease Securitisation Limited ("ALS") is a special purpose limited liability company incorporated on August 10, 2005 under the laws of Jersey, Channel Islands to purchase and own a portfolio of aircraft. ALS is resident in Ireland for tax purposes. On September 15, 2005 (the "First Closing Date") ALS issued $955 million of Notes in three sub-classes, Class G-1A Notes, Class G-2A Notes and Class C-1 Notes, to external investors (the "Initial Notes"). On the same day ALS also issued two additional classes of Notes, the Class D-1 Notes and the Class E-1 Notes. A portion of the Class D-1 Notes was purchased by external investors and the remaining portion, together with all of the Class E-1 Notes, was issued to AerCap Ireland Limited ("AerCap Ireland"). Additional Class D-1 Notes and Class E-1 Notes were subsequently issued. ALS was established to use the proceeds from the issuance of the Initial Notes, and the portion of the Class D-1 Notes purchased by external investors, together with additional Class D-1 Notes and Class E-1 Notes issued on the First Closing Date and thereafter, to acquire the issued share capital of 39 Irish companies (some of which own beneficial interests in US owner trusts), one Dutch company (which in turn owns three Dutch subsidiary companies) and one Labuan company and thereby to indirectly acquire a portfolio of 42 aircraft and the related leases. The shares of these companies (and consequently the related aircraft) were acquired by ALS during the period from the First Closing Date to May 10, 2006. As described below, ALS subsequently acquired indirectly a further 28 additional aircraft and the related leases. ALS and the companies and other entities it has directly or indirectly acquired are referred to as "ALS Group". On May 8, 2007 (the "G-3 Closing Date") ALS issued $1,660,000,000 of its Class G-3 Notes together with Class E-2 Notes. Additional Class E-2 Notes were subsequently issued. All of the Class E-2 Notes were issued to AerCap Ireland. Together with certain other amounts, ALS used the cash proceeds from the offering of the Class G-3 Notes, among other things, to: redeem in full the outstanding principal balance of and pay all accrued but unpaid interest on and the redemption premium in respect of the Class G-1A Notes, the Class G-2A Notes, the Class C-1 Notes and the Class D-1 Notes; purchase companies that owned, or that held 100% of the shares in or beneficial interests in entities that own, 16 aircraft on the G-3 Closing Date, and fund certain accounts in the required amounts to purchase companies that own or that held 100% of the shares in or beneficial interests in entities that owned the 12 remaining additional aircraft; and pay certain expenses. ALS acquired all of the 28 additional aircraft during the period from the G-3 Closing Date to September 19, 2007. ALS has since disposed of a number of the aircraft acquired in the two transactions described above.