Transaction Documents and Process Fiona Leung Director, Transaction Management

Overview Lessor Operating platforms – participants in the transaction process Internal Controls and Approvals – what are the typical steps to approve and close a deal Documenting a transaction – LOI vs lease negotiations Lease management – roles and interfaces within the company

Lessor Operating Platform Department Core functions and responsibilities Commercial New business Relationships with airline clients and manufacturers End of lease remarketing programmes Capital Markets Debt and equity funding Relationships with capital providers End of lease refinancing Risk Management Due diligence on potential lessees, Periodic reviews on lessees Counterparty and Asset ratings Management of Investment Committee and Board Approval processes Technical Technical input to transaction negotiation Deliveries, transitions, technical data and inspections Relationship with manufacturers, lessee technical and maintenance providers Structuring, negotiation, documentation and closing Post-closing portfolio management Relationships with lessees, capital providers and legal advisors Transaction Management Regulatory compliance and reporting Financial modelling, statutory and management reporting Treasury / Financial planning and forecasting/ Tax Structuring Finance, Treasury and Tax [Operations] Corporate Governance and Company Secretarial Human Resources Business Information Systems and ICT

Controls and Approvals Deal investment process – from origination to lease management Origination and assessment Commercial Committee Letter of Intent Due diligence Investment Committee/ Board Documents Transaction Approval Committee Funding and delivery Management What type of Deals? - Lessor Platform Strategy Leasing, Sale and Lease-backs (or “SLBs”) Aircraft Trading (portfolio acquisitions and aircraft sales) Manufacturer Orders Controls and Approvals Commercial Committee Investment Committee Board Approval Transaction Approval Committee Portfolio / Transaction Management

Negotiating the LOI Negotiation Point Teams involved Asset and Lessee Senior management, Commercial Lease term Commercial, Capital Markets, Treasury Rent Maintenance Reserves Cash or Letter of Credit PBH agreement Technical, Commercial Security Deposit Commercial, Risk Management Structure and registration Transaction Management, Tax Return conditions Insurance PDP Financing

Negotiating the Lease Negotiation Point Teams involved Subleasing Transaction Management, Risk Management Engine pooling Transaction Management, Technical Events of default Transaction Management, external counsel Default interest rate Transaction Management, Treasury Covenants Transaction Management Indemnities Conditions precedent Transaction Management, local external counsel Insurance Transaction Management, insurance advisor Lease assignment Governing law and forum

Lease Management Managing the Lease Cycle End of Lease Term If No Lease Extension - Acceptance and Redelivery Acceptance and Delivery Pre-Delivery Lease Term Inspection of Aircraft and the Records and Check Maintenance Program Storage/Insurance (if needed) Selling or Releasing Aircraft Transition Start Remarketing (9-18) months Physical Inspection Compliance with Lease Return Conditions Calculate Return Compensation Physical Inspection Rent and MR invoicing Check Utilization Maintenance Status Reports Physical Inspections, Lease Management, Risk Management and Insurance