1. Transaction Documents and Process
Fiona Leung
Director, Transaction Management

2. 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

3. 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

4. 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

5. 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

6. 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

7. 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