Remarketing, Administrative, and Technical Services Agreement between Aircastle Advisor (Ireland) Limited 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 (Ireland) Limited ("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 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 sale or lease 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 sale and/or lease terms. Technical Advisory Services: During the Service Period, we will manage the following technical advisory services with respect to the Aircraft, as required: (1) If required in connection with the marketing of any Aircraft:  Aircastle Advisor (Ireland) Limited Remarketing and Technical Advisory Agreement Page 2 (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 customers; and (c) advising on the likely modification workscope or maintenance workscope for the Aircraft in preparation for delivery to a new customer. (2) If required in connection with maintenance or modification of any Aircraft: (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 customer 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 Servicer shall not do any of the following Requirements: without the prior direction by or on behalf of Owner: (1) sell or otherwise similarly dispose of, or enter into any binding commitment or agreement to sell or otherwise similarly dispose of, any Aircraft; (2) lease or otherwise similarly dispose of, or enter into any binding commitment or agreement to lease or  Aircastle Advisor (Ireland) Limited Remarketing and Technical Advisory Agreement Page 3 otherwise similarly dispose of, any Aircraft, except any renewal or extension in accordance the renewal or extension provisions set out in any existing lease; or (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. Fees: The relevant Owner shall pay a fee for the outright sale or similar disposition of any Aircraft in an amount equal to 2.5% of the gross sales proceeds (but not including a transfer of the Aircraft to an affiliate or for financing purposes). Such fees in respect of an Aircraft shall be payable upon closing of the sale or similar disposition of such Aircraft. Expenses: The relevant Owner shall reimburse Aircastle for all reasonable out-of-pocket expenses (including all travel and accommodation 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.  Aircastle Advisor (Ireland) Limited Remarketing and Technical Advisory Agreement Page 4 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 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 (IRELAND) LIMITED By: ------------------------------- Title: Accepted and Agreed :  Aircastle Advisor (Ireland) Limited Remarketing and Technical Advisory Agreement Page 5 - ----------------------------------- 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.