•	the sale or transfer of substantially all our business or assets;

•	the commencement or termination of certain major joint ventures and our participation as a general partner with full liability in a limited partnership (“commanditaire vennootschap”) or general partnership (“vennootschap onder firma”); and

•	the acquisition or disposal by us of a participating interest in a company’s share capital, the value of which amounts to at least one third of the value of our assets.

•	capital reduction;

•	exclusion or restriction of preemptive rights, or designation of the Board of Directors as the authorized corporate body for this purpose; and

•	legal merger or legal demerger within the meaning of Title 7 of Book 2 of the Dutch Civil Code.

•	the General Meeting of Shareholders has authorized our Board of Directors to acquire the ordinary shares, which authorization may be valid for no more than 18 months;

•	our equity, after deduction of the price of acquisition, is not less than the sum of the paid-in and called-up portion of the share capital and the reserves that the laws of the Netherlands or our Articles of Association require us to maintain; and

•	we would not hold after such purchase, or hold as pledgee, ordinary shares with an aggregate par value exceeding such part of our issued share capital as set by law from time to time.

(1)	declare or pay any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims until an interest payment on the Junior Subordinated Notes for a subsequent Interest Period is paid in full, other than:

(a)

any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims in the form of securities, warrants, options or other rights where such securities, or the securities issuable upon exercise of such warrants, options or other rights, are the same securities as that on which the distribution, dividend or comparable payment is being paid or are other Parity Claims or Junior Claims; and

(b)	any dividend in connection with the implementation of a shareholders’ rights plan, or the issuance of rights, shares or other property under such plan, or the redemption or repurchase of any rights under such plan; and

(c)	any distribution, dividend or comparable payment in respect of any Parity Claims or Junior Claims in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, consultants or independent contractors; or

(2)	repurchase or redeem any of its Parity Claims or Junior Claims until an interest payment on the Junior Subordinated Notes for a subsequent Interest Period is paid in full, other than:

(a)	as a result of a reclassification of Parity Claims or Junior Claims for or into other Parity Claims or Junior Claims, as the case may be;

(b)	the exchange, redemption or conversion of any Parity Claims or Junior Claims for or into other Parity Claims or Junior Claims, as the case may be;

(c)

purchases, redemptions or other acquisitions of any Parity Claims or Junior Claims in connection with (i) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, consultants or independent contractors, (ii) a dividend reinvestment or shareholder share purchase plan or (iii) the satisfaction of AerCap’s obligations pursuant to any contract outstanding at the beginning of the applicable Interest Period requiring such purchase, redemption or other acquisition;

(d)	the purchase of fractional interests in any Parity Claims or Junior Claims pursuant to the conversion or exchange provisions of such securities or the security being converted or exchanged; and

(e)	with the proceeds of a substantially contemporaneous sale of any Parity Claims or Junior Claims.

(1)	who are unsubordinated creditors;

(2)	whose claims are, or are expressed to be, subordinated (whether only in the event of a winding up in any applicable jurisdiction or otherwise) only to the claims of unsubordinated creditors; and

(3)	who are subordinated creditors, other than those whose claims are, or are expressed to rank, equally with, or junior to, the claims of holders of the Junior Subordinated Notes or the Guarantees, as the case may be.

(I)	in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for creditors or other similar proceedings or events involving AerCap or AerCap’s assets; or

(II)

(a) in the event and during the continuation of any default in the payment of principal of or premium or interest on any Senior Claims of AerCap constituting indebtedness for borrowed money or any guarantee thereof (“AerCap Senior Debt”) beyond any applicable grace period, (b) in the event that any event of default not referred to in sub-clause (a) of this clause (II) with respect to any AerCap Senior Debt has occurred and is continuing, permitting the direct holders of that AerCap Senior Debt (or a trustee) to accelerate the maturity of that AerCap Senior Debt, whether or not the maturity is in fact accelerated (unless, in the case of either sub-clause (a) or (b), the payment default or event of default has been cured or waived or ceased to exist and any related acceleration has been rescinded) or (c) in the event that any judicial proceeding is pending with respect to a payment default or event of default described in sub-clause (a) or (b).

(1)	any interest payments with respect to which AerCap has not exercised its right to forgo payment;

(2)	the applicable redemption price, plus accrued and unpaid interest for the then-current Interest Period to, but excluding the redemption date, with respect to any Junior Subordinated Notes called for redemption by AerCap; and

(3)	the principal amount of the Outstanding Junior Subordinated Notes at maturity.

(b)	other than with respect to each Guarantor that is a party to the Indenture on the date of the Indenture, the release, discharge or termination of the Guarantee by such Guarantor that resulted in the obligation of such Guarantor to guarantee the Junior Subordinated Notes, except a release, discharge or termination by or as a result of payment under such Guarantee;

(c)	the consolidation, amalgamation or merger of any Guarantor with and into AerCap or another Guarantor that is the surviving Person in such consolidation, amalgamation or merger, or upon the liquidation of such Guarantor following the transfer of all of its assets to AerCap or another Guarantor; or

(d)	AerCap exercising its legal defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or AerCap’s obligations under the Indenture being discharged as described under “Satisfaction and Discharge”; and

(2)	if evidence of such release and discharge is requested to be executed by the Trustee, AerCap delivering, or causing to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and to the execution of such evidence by the Trustee have been complied with.

(1)

any Taxes that would not have been so imposed but for the existence of any present or former connection between the relevant holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of power over, the relevant holder, if the relevant holder is an estate, nominee, trust or corporation) and the Relevant Taxing Jurisdiction (including being a citizen or resident or national of, or carrying on a business or maintaining a permanent establishment in, or being physically present in, the Relevant Taxing Jurisdiction, but other than a connection arising from the acquisition, ownership or holding of such Junior Subordinated Note or the receipt of any payment in respect thereof, including, where applicable, under the relevant Guarantee);

(2)	any estate, inheritance, gift, sales, value added, excise, transfer, personal property tax or similar tax, assessment or governmental charge;

(3)

any Taxes imposed as a result of the failure of the relevant holder or beneficial owner of the Junior Subordinated Notes to comply with a timely request in writing of AerCap or the qualifying intermediary (as defined in Section 172E(2) of the Taxes Consolidation Act, 1997) addressed to the holder or beneficial owner, as the case may be (such request being made at a time that would enable such holder or beneficial owner acting reasonably to comply with that request), to provide information, a declaration or tax form concerning such holder’s or beneficial owner’s nationality, residence, identity or connection with any Relevant Taxing Jurisdiction, if and to the extent that due and timely compliance with such request under applicable law, regulation or administrative practice would have reduced or eliminated such Taxes with respect to such holder or beneficial owner, as applicable;

(4)	any Taxes imposed as a result of the failure of the relevant holder or beneficial owner of the Junior Subordinated Notes

(a)	to complete and deliver to a qualifying intermediary (as defined in Section 172E(2) of the Taxes Consolidation Act, 1997) a validly completed Non-Resident Form V2A, Non-Resident Form V2B, or Non-Resident Form V2C, as relevant for such holder or beneficial owner, or any successor form prescribed by the Irish Revenue Commissioners, or

(b)	to comply with such alternative procedures as may be prescribed by applicable law (including any Revenue concession or confirmation issued by the Irish Revenue Commissioners) in effect at the time of the applicable payment,

(5)	any Taxes that are payable other than by deduction or withholding from a payment of the principal of, premium, if any, or interest, if any, on the Junior Subordinated Notes;

(6)	any Taxes that are required to be deducted or withheld on a payment that are required to be made pursuant to Council Directive 2014/107/EU (“DAC2”) or any law implementing or complying with, or introduced in order to conform to, such Directive;

(7)	as of January 1, 2021, any Taxes withheld or deducted pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021) (a tax which applies to interest payments made to affiliated entities in a low-taxed country); or

(8)	any Taxes withheld or deducted pursuant to Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections), any U.S. Treasury regulations promulgated thereunder, any official interpretations thereof or any agreements or treaties (including any law implementing any such agreement or treaty) entered into in connection with the implementation thereof;

(a)

if the payment could have been made without such deduction or withholding if the beneficiary of the payment had presented the Junior Subordinated Note for payment (where presentation is permitted or required for payment) within 30 days after the date on which such payment or such Junior Subordinated Note became due and payable or the date on which payment thereof is duly provided for, whichever is later,

(b)

with respect to any payment of principal of (or premium, if any, on) or interest on such Junior Subordinated Note to any holder who is a fiduciary or partnership or any Person other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such a partnership or the beneficial owner of such payment would not have been entitled to the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the actual holder of such Note,

(c)	with respect to any Taxes imposed by Ireland or the Netherlands (or, in each case, any political subdivision or any authority or agency therein or thereof having power to tax) on any payment on the Junior Subordinated Notes made to a holder who is not a Qualified Holder (as defined below) or

(d)	in respect of any Junior Subordinated Note where such withholding or deduction is imposed as a result of any combination of clauses (1), (2), (3), (4), (5), (6), (7), (8), (a), (b) and (c) of this paragraph.

(I)	with respect to any Taxes imposed by Ireland or any political subdivision or any authority or agency therein or thereof having power to tax, any person who is

(i)	an individual who is not tax resident in Ireland and who is resident for the purposes of tax in a country (other than Ireland) which is a member of the European Union or a country with which Ireland has a double tax treaty in effect, in each case as of the date on which the Junior Subordinated Notes are issued (a “Qualified Jurisdiction” );

(ii)	a body corporate resident for the purposes of tax in a Qualified Jurisdiction and which is not controlled (directly or indirectly) by Irish tax residents;

(iii)	a body corporate that is not resident in Ireland for the purposes of tax, which is under the direct or indirect control of persons who are resident for the purposes of tax in a Qualified Jurisdiction and are not under the ultimate control of persons not resident in a Qualified Jurisdiction; or

(iv)

a body corporate that is not resident for tax purposes in Ireland, the principal class of shares of which (or of its 75% parent or where wholly owned by two or more companies, each such company) is substantially and regularly traded on a stock exchange in Ireland, a recognized stock exchange in a Qualified Jurisdiction or on such other stock exchange approved by the Irish Minister for Finance (which includes The New York Stock Exchange), and

(II)	with respect to any Taxes imposed by the Netherlands or any political subdivision or any authority or agency therein or thereof having power to tax, any person who is not a Dutch Tax Resident. For the avoidance of doubt, and without limiting the generality of the foregoing, a person is a Dutch Tax Resident if such person is dual resident in the Netherlands and another jurisdiction.

(1)	the payment of principal or interest;

(2)	redemption prices or purchase prices in connection with a redemption or purchase of Junior Subordinated Notes; or

(3)	any other amount payable on or with respect to any of the Junior Subordinated Notes or any Guarantee;

(1)	the shortening of the length of time the Junior Subordinated Notes are assigned a particular level of equity credit by that Rating Organization as compared to the length of time they were, or would have been, assigned that level of equity credit by that Rating Organization or its predecessor on the Issue Date; or

(2)	the lowering of the equity credit assigned to the Junior Subordinated Notes by that rating agency as compared to the equity credit assigned by that Rating Organization or its predecessor on the Issue Date (including by assigning equity credit to a portion of the Junior Subordinated Notes that is less than the portion of the Junior Subordinated Notes assigned equity credit on the Issue Date).

(1)	a change in or an amendment to the laws (including any regulations, rulings or protocols promulgated and treaties enacted thereunder) of any Relevant Taxing Jurisdiction affecting taxation; or

(2)

any change in or amendment to, or the introduction of, any official position regarding the application, administration or interpretation of such laws, regulations, rulings, protocols or treaties (including a holding, judgment or order by a court of competent jurisdiction), but, for the avoidance of doubt, not including the withdrawal or nonrenewal of any ruling, concession or confirmation in respect of procedures to establish a holder’s entitlement to an exemption from, or reduction of, a withholding tax,

(1)

AerCap is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than AerCap) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of AerCap or under the laws of a Permitted Jurisdiction (AerCap or such Person, as the case may be, being herein called “Successor AerCap”);

(2)	Successor AerCap, if other than AerCap, expressly assumes all the obligations of AerCap under the Junior Subordinated Notes and the Indenture pursuant to a supplemental indenture;

(3)	if the Successor AerCap is other than AerCap, each Guarantor, unless it is the other party to the transactions, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Successor AerCap’s obligations under the Indenture and the Junior Subordinated Notes; and

(4)	Successor AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with the Indenture;

(1)

the applicable Guarantor is the surviving Person or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Guarantor or under the laws of a Permitted Jurisdiction (such Guarantor or such Person, as the case may be, being herein called “Successor Guarantor”);

(2)	the Successor Guarantor, if other than the applicable Guarantor, expressly assumes all the obligations of such Guarantor under the Junior Subordinated Notes and the Indenture pursuant to a supplemental indenture;

(3)

the Successor Guarantor, if other than the applicable Guarantor, shall have delivered, or cause to be delivered, to the Trustee an opinion of counsel (which may contain customary exceptions) stating that the Guarantee to be provided by such Successor Guarantor has been duly authorized, executed and delivered by such Successor Guarantor and constitutes the legal, valid and enforceable obligation of such Successor Guarantor; and

(4)	the Successor Guarantor shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel, each stating that such consolidation, amalgamation, merger or transfer and such supplemental indenture, if any, comply with the Indenture;

(1)	change the stated maturity of the principal of or any installment of principal or interest on any Junior Subordinated Note;

(2)	reduce the principal amount payable of, or the rate of interest on, any Junior Subordinated Note;

(3)	change the date on which any Junior Subordinated Notes may be subject to redemption, or reduce the redemption price therefor;

(4)	reduce any premium payable;

(5)	make any Junior Subordinated Note payable in a currency other than U.S. dollars;

(6)	impair the right of the holders of the Junior Subordinated Notes to institute suit for the enforcement of any payment on or after the stated maturity thereof;

(7)	release the Guarantee of any Guarantor that is a Significant Subsidiary;

(8)	amend, change or modify any provision of the Indenture affecting the ranking of the Junior Subordinated Notes in a manner adverse to the holders of the Junior Subordinated Notes; or

(9)	make any change in the preceding amendment, supplement or waiver provisions.

(1)	to evidence either AerCap’s succession by another Person;

(2)	to comply with the covenant described under the caption “Certain Covenants—Merger and Sale of Assets”;

(3)	to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

(4)	to add covenants for the benefit of the holders of the Junior Subordinated Notes;

(5)	to add Guarantees under the Indenture in accordance with the terms of the Indenture;

(6)	to secure the Junior Subordinated Notes;

(7)	to evidence the appointment of a successor trustee;

(8)

to conform the text of the Indenture or the Junior Subordinated Notes to any provision of the “Description of Junior Subordinated Notes” in the prospectus supplement pursuant to which the Junior Subordinated Notes were initially offered to investors to the extent that such provision was intended by AerCap to be a verbatim recitation of a provision of the Indenture, which intent shall be evidenced by an Officers’ Certificate delivered to the Trustee; or

(9)	to cure any ambiguity, to correct or supplement any provision of the Indenture inconsistent with other provisions or make any other provision that does not adversely affect the interests of the holders the Junior Subordinated Notes in any material respect, as determined by AerCap.

(1)	the rights of holders to receive payments in respect of the principal of, premium, if any, and interest on the Junior Subordinated Notes when such payments are due, subject to AerCap’s right to elect to forgo payment of such interest;

(2)	AerCap’s obligations with respect to the register, transfer and exchange of such Junior Subordinated Notes and with respect to mutilated, destroyed, lost or stolen Junior Subordinated Notes;

(3)	AerCap’s obligations to maintain an office or agency in the place designated for payment of such Junior Subordinated Notes and with respect to the treatment of funds held by paying agents;

(4)	AerCap’s obligations to hold, or cause the paying agent to hold, in trust money for the payment of principal and interest, if applicable, due on the Junior Subordinated Notes at the time Outstanding for the benefit of the holders;

(5)	certain obligations to the Trustee; and

(6)	certain obligations arising in connection with such discharge of obligations.

(1)	AerCap must have irrevocably deposited with the Trustee trust funds for the payment of the Junior Subordinated Notes. The trust funds must consist of U.S. dollars or U.S. Government Obligations, or a combination thereof, that will be in an amount sufficient without reinvestment to pay at maturity or redemption the entire amount of principal and interest on the Junior Subordinated Notes;

(2)

in the case of legal defeasance, AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that (i) AerCap has received from, or there has been published by, the U.S. Internal Revenue Service (the “IRS”) a ruling or (ii) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case stating that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner at the same times as would have been the case if such defeasance had not occurred;

(3)

in the case of covenant defeasance, AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner at the same times as would have been the case if such defeasance had not occurred;

(4)

AerCap shall have delivered, or cause to be delivered, to the Trustee an opinion of outside counsel confirming that the beneficial owners of the Junior Subordinated Notes will not recognize income, gain or loss in the jurisdiction of tax residence of AerCap for income tax purposes as a result of such defeasance and will be subject to income tax in such jurisdiction on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred;

(5)	AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate stating that the deposit was not made by AerCap with the intent of defeating, hindering, delaying or defrauding any creditors of AerCap; and

(6)	AerCap shall have delivered, or cause to be delivered, to the Trustee an Officers’ Certificate and an opinion of counsel (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to such defeasance, as the case may be, have been complied with.

(1)	either:

(a)	all Junior Subordinated Notes theretofore authenticated and delivered, except lost, stolen or destroyed Junior Subordinated Notes that have been replaced or paid and Junior Subordinated Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(b)

all Junior Subordinated Notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year, and AerCap has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Junior Subordinated Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest, if any, to the date of maturity or redemption;

(2)	AerCap has paid or caused to be paid all sums payable under the Indenture; and

(3)	AerCap has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such Junior Subordinated Notes at maturity or the redemption date, as the case may be.

(1)	Junior Subordinated Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2)	Junior Subordinated Notes for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any paying agent (other than AerCap) in trust or set aside and segregated in trust by AerCap (if AerCap shall act as its own paying agent);

(3)	Junior Subordinated Notes that have been defeased pursuant to the procedures specified under the caption “Legal Defeasance and Covenant Defeasance” above; and

(4)

Junior Subordinated Notes that have been paid in lieu of reissuance relating to lost, stolen, destroyed or mutilated certificates, or in exchange for or in lieu of which other Junior Subordinated Notes have been authenticated and delivered pursuant to the Indenture, other than any such Junior Subordinated Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Junior Subordinated Notes are held by a bona fide purchaser in whose hands such Junior Subordinated Notes are valid obligations of AerCap and the Guarantors; provided, however, that in determining whether the holders of the requisite principal amount of the Outstanding Junior Subordinated Notes have given any request, demand, authorization, direction, notice, consent or waiver under the Indenture, Junior Subordinated Notes owned by AerCap or any other obligor upon the Junior Subordinated Notes or any Affiliate of AerCap or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Junior Subordinated Notes that the Trustee knows to be so owned shall be so disregarded. Junior Subordinated Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Junior Subordinated Notes and that the pledgee is not AerCap or any other obligor upon the Junior Subordinated Notes or any Affiliate of AerCap or of such other obligor.

(1)	direct obligations of the United States of America for the payment of which its full faith and credit is pledged, or

(2)	obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America.