Fourth Amendment to Amended and Restated Step-In Agreement, dated as of May 26, 2023, by and among Vertical Horizons, Ltd., Bank of Utah, not in its individual capacity but solely as security trustee, and Airbus S.A.S

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED STEP-IN AGREEMENT (this “Agreement”) is made on May 26, 2023

1)    Vertical Horizons, Ltd., an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands whose registered address and principal place of business is at the offices of Intertrust SPV (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands (the “Buyer”);

2)    Bank of Utah, not in its individual capacity but solely as security trustee for the Facility Agent and the Lenders (the “Security Trustee”); and

3)    Airbus S.A.S., a company created under the laws of France and having its registered office at 2, rond-point Emile Dewoitine, 31700 Blagnac, France (“Airbus”)

(the Buyer, the Security Trustee and Airbus, together the “Parties” and each a “Party”).

A.    The Parties entered into an amended and restated step-in agreement dated 28 December 2021 in relation to pre-delivery payment financing of certain aircraft (as amended pursuant to the Amendment Agreement dated 31 March 2022 among the Parties, the Second Amendment Agreement dated 30 June 2022 among the Parties and the Third Amendment Agreement dated 31 March 2023 among the Parties, the “Step-In Agreement”).

B.    Now the Parties wish to amend the Step-In Agreement as provided below.

In this Agreement, unless the context otherwise requires, (i) the capitalised terms used but not defined herein shall have the meaning set forth in the Step-In Agreement and (ii) the following term shall have the meaning set forth below:

“Affected Aircraft” means the Aircraft bearing CAC-IDs [***].

To the extent relating to the Affected Aircraft, Part B (A321neo Aircraft) of Schedule 1 (Pre-Delivery Payments, Scheduled Delivery Months) to the Step-In Agreement shall be amended and restated as quoted in Appendix 1 hereto.

3.1    To the extent relating to the Affected Aircraft, the delivery schedule table in Clause 9.1 of Schedule 4 (Form of Replacement Purchase Agreement) to the Step-In Agreement shall be amended and restated as quoted in Appendix 2 hereto.

3.2    To the extent relating to the Affected Aircraft, the schedule set out in Exhibit D (Pre-Delivery Payments) in Schedule 4 (Form of Replacement Purchase Agreement) to the Step-In Agreement shall be amended and restated as quoted in Appendix 3 hereto.

Each Party repeats on the date of this Agreement the representations and warranties made by it under clause 2 (Representations and Warranties) of the Step-In Agreement, provided that any references therein to any other capitalized terms shall be to such terms as amended from time to time.

Clauses 14 (Confidentiality), 16 (Amendments), 17 (Further Assurance), 20 (Counterparts) and 22 (Governing Law and Jurisdiction) of the Step-In Agreement shall apply to this Agreement mutatis mutandis.

Name: Ellen Christian

Title: Director

Name: Kade Baird

Title: Assistant Vice President

Name: Paul Meijers

Title: Executive Vice President

Aircraft Leasing, Trading and Financing