A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2006

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2006

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

A330 aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT 2007

Financed Amount:

The Financed Amount for an Aircraft shall be CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent of the Aircraft Net Fly Away Price (as defined below) of such Aircraft.

Aircraft Net Fly Away Price:

Final Contract Price of the relevant Aircraft, net of all airframe and engine credit memoranda available at delivery to reduce the Final Contract Price regardless of the application of such credit memoranda by the Buyer. The Aircraft Net Fly Away Price for an Aircraft shall include the cost, subject to the limits set out below, of buyer furnished equipment and AVSA-supplied buyer furnished

equipment under Clause 18 of the A330 Purchase Agreement, (together the “ Equipment ”) for such Aircraft. The cost of Equipment included within the Aircraft Net Fly Away Price shall not exceed CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) of the Aircraft Net Fly Away Price excluding the cost of the Equipment for such Aircraft. For A330 Financings funded after the Consummation Date, the Net Fly Away Price shall not include amounts added to the Final Contract Price pursuant to Paragraph 1.4(i) of Letter Agreement 8 to the A330 Purchase Agreement.

Term:

Each A330 Financing shall mature on the earlier of (x) the date that is CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT years from the date of funding and (y) the date that is CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT years from the date of substantial consummation (as defined in 11 U.S.C. §1101), which, for purposes of this Letter Agreement, shall be no later than the effective date of a plan of reorganization of the Buyer that is confirmed by the Court (the “ Consummation Date ”)

Repayment Profile:

Each A330 Financing shall amortize from the Financed Amount using a fixed principal annuity repayment profile based on a notional interest rate of CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% per annum down to a CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) balance repayment of the Aircraft Net Fly Away Price (the “ Balloon ”) at year CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT).

Except as set forth in the next succeeding sentence, each A330 Financing shall be fully repaid in CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) quarterly principal repayments, in arrears, with a final payment equal to the Balloon. If the actual maturity date of any A330 Financing falls later than the last day of the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT year from the date of funding thereof, then, for the period following such last day of the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT year, through actual maturity, the principal amount shall be amortized at the rate of CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) per annum, payable in arrears, until such maturity date, pro rated for periods of less than one year.

Installments of interest shall be calculated at the beginning of each month of the Term on the principal amount then outstanding using the applicable Interest Rate as defined below and shall be payable monthly in arrears on the twenty-fourth day of each month during the Term and on the maturity date (pro rated for periods of less than one month).

Interest Rate:

The Interest Rate for each A330 Financing will be based on a floating rate equal to one (1) month US$LIBOR as determined and notified by the Lender to the Buyer as provided above (“ 1M LIBOR ”) plus:

(a)

prior to the Consummation Date, CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum; and

(b)

from and after the Consummation Date, the highest of

(A)(1)

in the case of the first five Aircraft financed under this Letter Agreement, the Buyer’s market margin over 1M LIBOR for similar types of financings; and (2) in the case of the last five Aircraft financed under this Letter Agreement, the Buyer’s market margin over 1M LIBOR for similar types of financings plus CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum, and

in each case, subject to a cap of (x) in the case of a market margin determined pursuant to clause (b)(A)(1), CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum and (y) in the case of a market margin determined under clause (b)(A)(2), CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum. Each such cap will be decreased by (a) CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum for all periods commencing on or after the interest payment date immediately following the date, if any, on which the Buyer meets each of the conditions set forth in Exhibit 1 and (b) CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY

WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum for all periods commencing on or after the Consummation Date if AVSA exercises the deferral rights described in Paragraph 1.2 of Amendment No. 9 to the A330 Purchase Agreement, of even date herewith;

(B)

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) basis points per annum; and

(C)

So long as the initial Lender or any other Lender that is an affiliate of the Seller holds the A330 Financing, such Lender’s cost of funds over 1M LIBOR (as determined below) for a comparable borrowing plus CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) basis points per annum.

Before the Consummation Date (with respect to A330 Financings completed before such date) and prior to the funding of each A330 Financing made after the Consummation Date, the Seller and the Buyer will establish the then prevailing Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds over 1M LIBOR by requesting their respective banks to determine the rate that would be obtainable in the market by the Buyer and by the Lender for a comparable borrowing at the time of such A330 Financing. If the two banks agree on the Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds over 1M LIBOR, then these rates shall be the

Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds over 1M LIBOR for purposes of such A330 Financing.

Should the two banks fail to agree on the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR, the Seller and the Buyer will request a mutually selected third bank to determine the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR and the average of the closest two of the three bank quotations for each of the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR will be the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR for purposes of such A330 Financing.

Prepayment Right:

Each A330 Financing shall be pre-payable in whole or in part at any time by the Buyer without, except as provided in the next succeeding paragraph, premium or penalty other than 1M LIBOR breakage cost, and provided that no event of default has occurred (including, without limitation, any event of default arising by reason of any cross-default provision and without regard to the cross-collateralization provision described below).

In the case of a private placement transaction by the initial Airbus-related lender to a bona fide transferee that is not Airbus, AVSA or any of their Affiliates of one hundred percent (100%) of the then-outstanding principal amount of any A330 Financing, the following prepayment premiums and limitations will apply in relation to up to five A330 Financings selected by the Lender:

•

until the Consummation Date, no prepayment;

•

with respect to any prepayment occurring during the one year period commencing on the Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount;

•

with respect to any prepayment occurring during the one year period commencing on the first anniversary of the Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount; and

•

with respect to any prepayment occurring during the one year period commencing on the second anniversary of the Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount and the Buyer will execute an amendment to the applicable loan documents reflecting the same.

Cross Default and

Cross-collateralization:

Cross default and cross-collateralization shall apply as among the following transactions (the “ Airbus Financings ”) as and to the extent described below:

•

A330 Financings entered into and to be entered into at any time between the Lender and the Buyer and/or any of their respective subsidiaries or affiliate companies.

•

Financings of A330 aircraft msn 0674 and 0690 and A319 aircraft msn 2618 and 2641 (the “ Existing Aircraft Financings ”),

•

The loan (the “ Term Loan ”) made pursuant to the Amended and Restated Loan Agreement dated as of March 29, 1996, and the related security and other agreements, in each case, as amended from time to time (collectively, the “ Term Loan Agreement ”). In the case of the Term Loan, cross-collateralization will be limited such that collateral supporting the A330 Financings and the Existing Aircraft Financings will support the obligations of the Buyer under the Term Loan Agreement, and an event of default under the Term Loan Agreement will constitute an event of default under each A330 Financing and each Existing Aircraft Financing, but collateral supporting the Term Loan will not support any A330 Financing, any Existing Aircraft Financing or any Sublease, nor will an event of default under any A330 Financing, any Existing Aircraft Financing or any Sublease constitute an event of default under the Term Loan. Cross-collateralization and cross-default as between A330 Financings and the Existing Aircraft Financings, on the one hand, and the Term Loan, on the other, will be discontinued at such

time as the Buyer has (i) delivered the first appraisal required to be delivered by it pursuant to amendments to the Term Loan Agreement of even date herewith and (ii) made any payment that may be necessary to effect compliance by it with Section 6.1 of the Term Loan Agreement, as so amended, and

•

Subleases listed in Exhibit 2 (each, a “ Sublease ” and, collectively, the “ Subleases ”). Cross-collateralization with respect to the Subleases will be limited such that collateral supporting the A330 Financings and the Existing Aircraft Financings will support the Buyer’s obligations under the Subleases. An event of default under any Sublease will constitute an event of default under each A330 Financing and each Existing Aircraft Financing, and an event of default under any A330 Financing and each Existing Aircraft Financing will constitute an event of default under each of the Subleases.

Cross default and cross-collateralization also shall apply in the same manner to the “Pooled Airbus Financings” held by a “Pooled Sell-Down Lender” that acquired such Pooled Airbus Financings in a “Pooled Sell-Down,” as each of such terms is defined in the MSN 0718 Agreements (as defined below in “Transaction Documents”), treating references to the “Notes” in such definitions as references to a Pooled Airbus Financing.

Ai