Remarketing, Administrative, and Technical Advisory Agreement between Aircastle Advisor LLC and FIT Aero Investments Limited

  As of January 1, 2006 FIT Aero Investments Limited c/o Fortress Investment Group LLC 1345 Avenue of the Americas New York, NY 10105 Re: Remarketing, Administrative and Technical Services Gentlemen and Ladies, Aircastle Advisor LLC ("Aircastle" or "Servicer") is pleased to present to FIT Aero Investments Limited ("Client"), this offer to act as Client's remarketing representative, administrative agent and technical advisor in connection with the aircraft described in Annex 1 hereto. This letter will set forth our understanding of your remarketing, administrative and technical requirements and the terms upon which we would be willing to provide services to you, and will supersede any prior communications with respect to such matters, and upon your acceptance as provided below, will become an agreement binding upon Aircastle and Client: Owner: For each Aircraft, the entity identified as such in Annex 1 hereto. Services: The Remarketing Services, Administrative Services and Technical Advisory Services. Remarketing Services: During the Service Period, we shall serve as the representative of Owner for the remarketing of the Aircraft and shall have the right to remarket the Aircraft in accordance with the terms of this letter agreement, and we shall remarket the Aircraft for lease only in accordance with our customary business practices. From time to time during the Service Period and upon your request we shall consult with you with respect to potential lease terms. Administrative Services: During the Service Period, with respect to the Aircraft: (1) if required by the relevant lease, invoice the Lessee for payments of rent, security deposits, maintenance reserves and/or other periodic payments due from the relevant lessee;  Aircastle Advisor LLC Remarketing, Administrative and Technical Advisory Agreement Page 2 (2) use reasonable endeavors to collect from the relevant lessee all monthly utilization reports for the purpose of calculating maintenance reserve payments; (3) subject to the Transaction Approval Requirements, take reasonable steps to enforce payment of amounts due under each lease in the event of a nonpayment by the relevant due date; (4) review from time to time, as deemed necessary by Servicer, variable rent calculations or maintenance reserves and other similar amounts which are required to be adjusted under a Lease and notify the relevant lessee, or if appropriate propose to the relevant lessee, such adjustments as are required; (5) subject to Client providing access to the relevant bank accounts, check for receipt of periodic payments due from each lessee; (6) arrange for the safekeeping of any letters of credit, guarantees or other credit support (other than cash and cash equivalents) in connection with any leases and the timely renewal or drawing thereof as provided under the applicable Lease or otherwise in accordance with the Transaction Approval Requirements; (7) perform periodic credit reviews of each lessee, and in connection with a new lease for any Aircraft the relevant new lessee; and (8) engaging the services of an insurance broker to place contingent liability insurance in relation to the Aircraft on terms generally consistent with the terms applicable to Servicer's own fleet. Technical Advisory Services: During the Service Period, we will manage the following technical advisory services with respect to the Aircraft, as required: (1) Arrange for the performance of periodic inspections of the Aircraft to determine its current condition and to assess its current specification and configuration; (2) If required in connection with a return of any Aircraft: (a) endeavoring to physically locate and recover the records for the Aircraft, and conducting an inventory of such records;  Aircastle Advisor LLC Remarketing, Administrative and Technical Advisory Agreement Page 3 (b) identifying and liaising with an appropriate storage facility for the Aircraft and developing an appropriate storage maintenance program for the Aircraft; (d) sourcing ferry pilots to reposition the Aircraft and the inventoried records to a storage facility, and presenting to Client a ferry flight agreement to retain such pilots, organizing flight planning, refueling and ground handling at the relevant airports for the repositioning flight; (d) liaising with Client and its insurance broker concerning insurance cover for the Aircraft, or at the request of Client engaging a broker to place primary hull, hull war and third-party liability insurance under our own policies of insurance in respect of the Aircraft (it being agreed that in the case of clause (ii) Client shall be responsible for determining for itself whether the terms, conditions and scope of such policies of insurance are satisfactory); (e) if necessary in connection with the repositioning flight, liaise with Client and its legal counsel to re-register the Aircraft and obtain appropriate authority to operate the Aircraft on the repositioning flight; (f) arranging an inspection of the Aircraft (including a borescope inspection of each engine and each APU) and assisting in the preparation of an aircraft status report for the Aircraft, and working with an existing lessee to determine return condition compliance (and recommend to Client any necessary compromises or waivers, or payment in lieu of performance, of any thereof). (3) If required in connection with the marketing of any Aircraft (for lease only): (a) preparing Aircraft specification information to support remarketing efforts; (b) developing proposed 'delivery condition' information to enable Servicer to offer the Aircraft, on behalf of Client, to target operators for lease only; and (c) advising on the likely modification workscope or maintenance workscope for the Aircraft in preparation for delivery to a new operator (for lease only). (4) If required in connection with maintenance or modification of any Aircraft:  Aircastle Advisor LLC Remarketing, Administrative and Technical Advisory Agreement Page 4 (a) soliciting and evaluating bids from maintenance providers for any proposed modification or maintenance to the Aircraft, and liaising with the winning bidder in the performance of the work; and (b) liaising with next lease operator to facilitate delivery process. Many of these services would be physically performed by third party contractors arranged by Aircastle, and the cost and expense of each such third party contractor (including travel expenses) will be for the account of Client. Service Period: From the date of execution of this agreement for a period of 24 months; terminable thereafter by either Aircastle or Client on 30 days advance written notice. Standard of Care: The Servicer shall use such reasonable care and diligence at all times in the performances of the Services, as is customary in the international aircraft operating leasing industry but in no event shall it use less reasonable care and diligence as it would use if the Servicer were the owner of the aircraft. Transaction Approval Requirements: Servicer shall not, under any circumstances, offer any Aircraft for sale or other similar disposition. Servicer shall not do any of the following without the prior direction by or on behalf of Owner: (1) lease, or enter into any binding commitment or agreement to lease, any Aircraft, except any renewal or extension in accordance the renewal or extension provisions set out in any existing lease; (2) take any steps to exercise remedies or enforce the rights of the lessor under any Lease Related Document, including drawing any letter of credit or exercising any right to terminate the leasing of any Aircraft under any Lease Related Document; provided, that Owner's written direction shall not be required in order to send past-due notices, default notices or the like; (3) enter into any contract for the modification, overhaul or maintenance of any Aircraft, or make any commitment to reimburse any Lessee for any maintenance or modification of an Aircraft; or  Aircastle Advisor LLC Remarketing, Administrative and Technical Advisory Agreement Page 5 (4) waive any 'event of default' or 'termination event' or agree to any amendment, modification or restructuring of a Lease. Fees: The relevant Owner shall pay a fee in respect of any lease of each Aircraft (including the existing leases and any renewal or replacement/re-lease) equal to 3.0% of the collected rentals thereunder. Such fees shall be payable on a monthly basis in arrears. Expenses: The relevant Owner shall reimburse Aircastle for all reasonable out-of-pocket expenses (including all travel and accommodation expenses, and insurance premia and related expenses) incurred during the Service Period by Aircastle in providing the Services, including the reasonable fees and out-of-pocket expenses (including travel and accommodation expenses) of all third-party contractors and service providers in connection with the Services. Aircastle shall invoice Client monthly. With each invoice, Aircastle will provide reasonable detail for such Expenses. All payments of Fees and other amounts due hereunder to Aircastle shall be made by wire transfer of immediately available U.S. Dollars to the account specified from time to time by written notice from Aircastle, without deduction. Non-Discrimination: In providing the Remarketing Services, we shall not discriminate against the Aircraft in favor of any other aircraft owned, managed or remarketed by us and we shall not be required to give the Aircraft marketing priority over such other aircraft. Cooperation: Client shall cooperate with us in the performance of the Services and Client will be responsible for ensuring that all authorizations, consents, approvals and the like are obtained in order to permit us to carry out the Services. Not an Agent: We are not acting as Client's legal agent and shall have no authority to bind Client to any contract or commitment. Indemnity and Release: Each Owner shall indemnify and hold harmless Aircastle and its affiliates and their respective directors, officers, servants, agents and employees and their respective successors (together, the "Aircastle Parties"), from and against, and Client hereby releases each Aircastle Party for  Aircastle Advisor LLC Remarketing, Administrative and Technical Advisory Agreement Page 6 liabilities arising out of, all claims, losses, liabilities, and damages of any kind whatsoever which may result from or arise in any manner out of or in relation to (1) the Aircraft or (2) the Services, or any act or omission in connection therewith or related thereto unless, in the case of any Aircastle Party, the same arises solely out of the gross negligence, default or willful misconduct of such Aircastle Party. No Consequential Damages: No Aircastle Party shall have any obligation or liability for consequential damages including loss of profits. Confidentiality: If the disclosure of any information requested by Client from Aircastle may, in the opinion of Aircastle's counsel, breach any obligation of confidentiality owed by Aircastle to any person, Aircastle shall not be obliged to disclose such information. Governing Law: New York. Termination: This letter agreement shall be valid for the duration of the Service Period unless terminated by either party for material breach of any provision by the other party. Expiry of this Agreement at the end of the Service Period, or any termination of this letter agreement pursuant to the preceding sentence, shall not affect any rights and obligations already accrued at the time of termination. If you are in agreement with the foregoing please so indicate by signing and returning a copy of this letter to Aircastle. Very truly yours, AIRCASTLE ADVISOR LLC By: ------------------------------- Title: Accepted and Agreed : - ----------------------------------- For and on behalf of FIT Aero Investments Limited  Annex 1 Aircraft MSN TYPE CURRENT OPERATOR OWNER - ----- --------- -------------------------- --------------------- 23527 737-300 GOL Transportes Aereos S/A Aircraft 23527, LLC 24452 737-300 GOL Transportes Aereos S/A Aircraft 24452, LLC 24453 737-300 GOL Transportes Aereos S/A Aircraft 24453, LLC 23765 767-300ER Air Atlanta Icelandic FIT Aero Iceland Ltd.