OFFERING MEMORANDUM $1,091,000,000 Airspeed Limited

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1 OFFERING MEMORANDUM $1,091,000,000 Airspeed Limited $626,400,000 Class G-1 Floating Rate Asset Backed Notes Series $417,600,000 Class G-2 Floating Rate Asset Backed Notes Series $ 47,000,000 Class C-1 Floating Rate Deferrable Interest Asset Backed Notes Series Investing in the Notes involves risks which are described in the Risk Factors section beginning on page 34. Airspeed Limited ( Airspeed ), an exempted company incorporated with limited liability under the laws of the Cayman Islands, is issuing three subclasses of its Series Notes (the Initial Notes ). Airspeed, through the acquisition of various entities (including grantor trusts to be formed under the laws of Utah) which will become its subsidiaries, expects to acquire 36 aircraft and related lease interests which Airspeed expects to be delivered within 210 days after the closing of this offering. Airspeed will use the net proceeds of this offering to pay for the 36 aircraft. The aircraft are leased to 23 lessees based in 16 countries. Airspeed may from time to time issue additional subclasses of notes (the Additional Notes ; together with the Initial Notes and any notes refinancing any Initial Notes or Additional Notes, the Notes ). The only sources of payment for the Notes and other obligations of Airspeed will be the payments that the Lessees make under the existing leases or replacement leases, earnings from invested funds, proceeds from any dispositions of Airspeed s aircraft, insurance proceeds, any amounts on deposit in the Cash Collateral Accounts, any drawings under the Initial Credit Facility, any drawings under any other liquidity enhancement facilities which may be established in the future, any drawings under the financial guaranty insurance policies (in respect of the Class G-1 Notes and the Class G-2 Notes only), any net payments under swap arrangements and the net proceeds in connection with any refinancing of any Notes. The Notes are solely direct, secured and limited recourse obligations of Airspeed and do not represent obligations of and will not be guaranteed by the Trustee, the Joint Lead Managers, RBS Aerospace or any of their respective Affiliates. Payments on the Notes will be subordinated to certain of Airspeed s other obligations, including Expenses (not including certain subordinated expenses), as further described in this Offering Memorandum. RBS Aerospace will act as Servicer with respect to the Aircraft; Phoenix American Financial Services, Inc. will act as Administrative Agent with respect to Airspeed; Deutsche Bank Trust Company Americas will act as Trustee, Security Trustee, Paying Agent, Registrar and Account Bank; and The Royal Bank of Scotland plc will act as Capital Markets Structuring Agent, Cash Manager, Insurance Servicer, Accounting Servicer and Operating Bank, in each case as further described in this Offering Memorandum. Application has been made to The Irish Stock Exchange Limited (the Irish Stock Exchange ) for the Class G-1 Notes, the Class G-2 Notes and the Class C-1 Notes, to be admitted to the official list of the Irish Stock Exchange and to trading on the Alternative Securities Market. This offering memorandum constitutes listing particulars (the Listing Particulars ) for the purposes of such application. Application has been made to the Irish Stock Exchange for the Listing Particulars to be approved. Such approval relates only to the Class G-1 Notes, the Class G-2 Notes and the Class C-1 Notes which are to be admitted to trading on the Alternative Securities Market. Reference throughout this document to this offering memorandum shall be taken to read the Listing Particulars for such purpose. There can be no assurance that any such admission will be granted or maintained. This Offering Memorandum does not constitute a prospectus for the purposes of Directive 2003/71/EC of the European Parliament and of the Council of 4 November Ambac Assurance Corporation ( Ambac ) will issue a financial guaranty insurance policy to support the payment of interest on the Class G-1 Notes when due and the payment of the Outstanding Principal Balance of the Class G-1 Notes due on the Final Maturity Date for the Class G-1 Notes and under certain other circumstances prior thereto as described in this Offering Memorandum. Assured Guaranty Corp. ( Assured and Ambac, each a Policy Provider and together, the Policy Providers ) will issue a financial guaranty insurance policy to support the payment of interest on the Class G-2 Notes when due and the payment of the Outstanding Principal Balance of the Class G-2 Notes due on the Final Maturity Date for the Class G-2 Notes and under certain other circumstances prior thereto as described in this Offering Memorandum. Payments under each policy will be made only in respect of the subclass of Class G Notes that has the benefit of that policy, with neither Policy Provider having any liability with respect to any other subclass of Class G Notes. Calyon, a société anonyme organized under the laws of France ( Calyon ) will provide the Initial Credit Facility to Airspeed which may be drawn upon, subject to certain conditions, to pay Expenses, Maintenance Reimbursement Expenditures, Senior Swap Payments and interest on the Class G-1 Notes and Class G-2 Notes to the extent of available funds thereunder. Principal Amount Interest Rate (1) Expected Final Payment Date (2) Final Maturity Date Offering Price (2)(3) Class G $ 626,400,000 LIBOR % April 15, 2024 June 15, % Class G $ 417,600,000 LIBOR % April 15, 2024 June 15, % Class C $ 47,000,000 LIBOR % July 15, 2025 June 15, % Total $1,091,000,000 (1) London interbank offered rate for one-month U.S. dollar deposits. (2) Based on the assumptions set forth in this Offering Memorandum. See Note Payment Assumptions. (3) Plus accrued interest, if any, from the date that the Initial Notes are originally issued. The Initial Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction. The Initial Notes are being offered and sold only to qualified institutional buyers (as defined in Rule 144A), a limited number of other institutional accredited investors and outside the United States in compliance with Regulation S. In addition, the Class G Notes will be subject to restrictions on transfer to ensure that at all times at least 75% of the outstanding principal balance of the Class G Notes is held by holders who are Qualified Persons, as such term is defined in the Indenture. Institutional accredited investors and holders of Class G Notes which are Qualified Persons will receive certificated, definitive notes. Qualified institutional buyers and institutional accredited investors acquiring Class G Notes will be required to be Qualified Persons. For a description of certain restrictions on resale and of the defined term Qualified Persons, see Transfer Restrictions. For a description of the Initial Purchasers responsibilities with respect to this offering, see Subscription and Sale. The Initial Purchasers reserve the right to withdraw, cancel or modify any offer and to reject orders in whole or in part. Airspeed expects that the Initial Notes will be ready for delivery in book-entry form (except with respect to the Initial Notes purchased by institutional accredited investors and Class G Notes purchased by Qualified Persons) only through The Depository Trust Company, Clearstream Banking, société anonyme, Luxembourg or Euroclear Bank S.A./N.V. on or about June 27, Joint Lead Managers and Joint Bookrunners The Royal Bank of Scotland Calyon Securities (USA) Inc. Co-Managers The date of this Offering Memorandum is August 8, UBS Investment Bank Wachovia Securities

2 Airspeed will cause the Cash Manager to deliver, on the second Business Day before each Payment Date, to the Trustee, the Administrative Agent and the Board, and on the related Payment Date the Trustee shall (or shall instruct any paying agent to) distribute or make available to each Noteholder (including any beneficial holders with respect to the Notes) with respect to such Payment Date, the E Certificate Investor, each Policy Provider, the Class G Credit Facility Provider, the Capital Markets Structuring Agent and each Rating Agency, a report prepared by the Cash Manager setting forth the information specified under Reports to Noteholders herein, which includes a summary of Collections Account activity for the preceding month and certain information relating to the Aircraft and the related Lessees. The first Monthly Report (as defined under Reports to Noteholders ) will be the report delivered in August for the period ended July 31, The Monthly Reports delivered in May, August and November of every year will also include a statement setting forth a summary of the Collections Account activity for the preceding fiscal quarter ended March 31, June 30 and September 30, respectively, and a statement of the Aircraft on ground as of the end of the relevant period distinguishing between those on the ground due to lease expiry and those on the ground due to early termination of the related lease. Each Monthly Report delivered in May (commencing in 2008) shall be accompanied by a summary of the Collections Account activity for the preceding fiscal year, audited financial statements of the Airspeed Group with respect to the preceding fiscal year and a statement of the Aircraft on ground as of the end of the relevant period distinguishing between those on the ground due to lease expiry and those on the ground due to early termination of the related lease. The Trustee will deliver or make available a copy of each Quarterly Report and Annual Report to any Noteholder or other Secured Party who requests a copy thereof. In addition, annual Appraisals will be delivered by Airspeed, at least once each year and in no event later than the delivery of the Monthly Report in respect of December of each year (with the first such annual appraisal delivered no later than with the monthly report for December 2007), to the Trustee, the Class G Credit Facility Provider, each Rating Agency and each Policy Provider (with no obligation of review or inquiry on the part of the Trustee). The Class G Notes will be sold only (i) to an entity that is a resident of the United States or a qualified person, in each case within the meaning of the Limitation on Benefits Article (Article 23) of the Convention between the Government of Ireland and the Government of the United States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital Gains, dated July 28, 1997, as the same may be amended from time to time ( Qualified Persons ), that are QIBs in the United States in reliance on Rule 144A that, prior to their purchase of any Class G Notes sign an agreement in the form attached to this Offering Memorandum as Appendix 12, (ii) Qualified Persons that are Institutional Accredited Investors in the United States that, prior to their purchase of any Class G Notes, sign agreements in the form attached to this Offering Memorandum as Appendices 11 and 12 and (iii) to a person outside the United States that is not a U.S. person as defined in Regulation S in offshore transactions in reliance on Regulation S. Each of the Class G Notes of any subclass sold to a QIB in reliance on Rule 144A or to an Institutional Accredited Investor will be issued and each shall remain until redemption or maturity, in the form of a certificated note in registered form which cannot be traded through the facilities of DTC. Each of the Class G Notes of any subclass sold in reliance on Regulation S to investors will be issued as one or more global securities in registered form, which will be deposited with Deutsche Bank Trust Company Americas, as custodian for DTC. Beneficial interests in Class G Notes consisting of global securities initially sold in reliance on Regulation S may only be transferred (i) to a person who is not a U.S. person for purposes of Regulation S and otherwise in accordance with Rule 904 of Regulation S or (ii)(a) to a Qualified Person which is a QIB in the United States in reliance on Rule 144A or (b) a Qualified Person which is an Institutional Accredited Investor in the United States, in each case in a minimum principal amount of $250,000, that signs an agreement in the form attached to this Offering Memorandum as Appendix 11, and otherwise in accordance with restrictions set forth under Transfer Restrictions. Following any such i

3 transfer from a Class G Regulation S Global Note to a Qualified Person which is a QIB or an IAI, such Class G Note shall until redemption or maturity remain in the form of a Definitive Class G Note and shall only be transferable to Qualified Persons which are QIBs or IAIs. The Class C Notes will be sold only (i) to QIBs in the United States in reliance on Rule 144A, (ii) to Institutional Accredited Investors in the United States that, prior to their purchase of any Class C Notes, sign an agreement in the form attached to this Offering Memorandum as Appendix 11 and (iii) to a person outside the United States that is not a U.S. person as defined in Regulation S in offshore transactions in reliance on Regulation S. Class C Notes of any subclass initially sold in reliance on Rule 144A under the Securities Act or Regulation S to investors will be issued as one or more global securities in registered form, which will be deposited with Deutsche Bank Trust Company Americas, as custodian for DTC. Institutional Accredited Investors that are not QIBs will be issued notes in certificated registered form which cannot be traded through the facilities of DTC except in connection with a transfer to a QIB or pursuant to Regulation S (in each case only with respect to Class C Notes). Except as described in this paragraph and under Description of Notes, no notes in certificated registered form will be available to the purchasers of Class G Notes sold in reliance on Regulation S or to the purchasers of Class C Notes sold in reliance on Rule 144A or Regulation S. Beneficial interests in the Initial Notes consisting of global securities will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC, or its nominee and its participants (including Clearstream Banking, société anonyme, Luxembourg ( Clearstream ) or Euroclear Bank S.A./N.V., as operator of the Euroclear System ( Euroclear ) holding through their respective depositories, Citibank, N.A. and Euroclear Bank S.A./N.V. To permit compliance with Rule 144A, in connection with the sale of the Notes, Airspeed is required to furnish, upon request of a Noteholder who is a QIB or a prospective investor who is a QIB designated by such Noteholder, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if at the time of the request Airspeed neither files periodic reports with the Securities Exchange Commission (the SEC ) under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the Exchange Act ), nor furnishes information to the SEC pursuant to Rule 12g3-2(b) under the Exchange Act, and the Notes are restricted securities within the meaning of Rule 144 under the Securities Act ( Rule 144 ). Airspeed intends to satisfy these information requirements by providing its most recent Annual Report together with any subsequent Monthly Reports as described above. Any request for information should be made to Airspeed c/o Phoenix American Financial Services, Inc., 2401 Kerner Boulevard, San Rafael, CA 94901, Attn: Joseph Horgan. In connection with the issue of any Notes, UBS Securities LLC, The Royal Bank of Scotland plc and other Initial Purchasers of the Notes (the Initial Purchasers ) or UBS Securities LLC or The Royal Bank of Scotland plc in their capacity as the Stabilizing Managers (the Stabilizing Managers ) (or persons acting on behalf of any Stabilizing Managers) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilizing Managers (or persons acting on behalf of a Stabilizing Manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Notes and 60 days after the date of the allotment of the relevant Notes. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing Managers (or person acting on behalf of any Stabilizing Managers) in accordance with all applicable laws and rules. There has been no market for the Initial Notes prior to this offering. The Initial Purchasers have advised Airspeed that they intend to make a market in the Initial Notes. The Initial Purchasers are not obligated, however, to make a market in the Initial Notes and any such market-making may be discontinued at any time at the sole discretion of the Initial Purchasers. Accordingly, no assurance can be given as to the liquidity of or trading market for the Initial Notes. See Risk Factors Risks Relating to Capital Markets. ii

4 Unless otherwise stated, all monetary amounts are expressed herein in United States dollars ( Dollars, US$ or $ ). Various numbers and percentages set out in this Offering Memorandum have been rounded and accordingly may not total exactly. References in this Offering Memorandum to U and Euro are to the single currency of the participating member states of the European Union, as contemplated by the treaty establishing the European Community, as amended. No dealer, salesperson or other person has been authorized to give any information or to make any representation in connection with the issue and sale of the Notes other than those contained in this Offering Memorandum and, if given or made, such information or representation must not be relied upon as having been authorized by or made on behalf of Airspeed, its subsidiaries or the Initial Purchasers. This Offering Memorandum does not constitute an offer of any securities other than those to which it relates, or an offer to sell, or a solicitation of an offer to buy, to any person in any jurisdiction where such an offer or solicitation would be unlawful. Neither the delivery of this Offering Memorandum nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Airspeed Group since the date hereof or that the information contained herein is correct as of any time subsequent to the date hereof. The Initial Purchasers and Airspeed reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered hereby. This Offering Memorandum is personal to the offeree to whom it has been delivered by the Initial Purchasers and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Notes. Distribution of this Offering Memorandum to any person other than the offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized, and any disclosure of any of its contents, without the prior written consent of Airspeed, is prohibited. Each offeree, by accepting delivery of this Offering Memorandum, agrees to the foregoing and agrees not to make any photocopies of this Offering Memorandum or any documents referred to herein and, if such offeree does not purchase the Initial Notes or the offering is terminated, to return this Offering Memorandum and all documents referred to herein to: UBS Investment Bank, 1285 Avenue of the Americas, New York, New York 10019, Attn: Alison Mason. Notwithstanding anything herein to the contrary, except as reasonably necessary to comply with applicable securities laws, the offeree (and each of its employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the United States federal income tax treatment and tax structure (in each case, within the meaning of Treasury Regulation Section ) and all materials of any kind (including opinions or other tax analyses) of the transaction contemplated hereby that are provided to the offeree (or its representatives) relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure or other information, including, without limitation, (a) the identities of participants or potential participants in this transaction, (b) the existence or status of any negotiations, or (c) any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transaction. Each person receiving this Offering Memorandum acknowledges that (i) such person has been afforded an opportunity to request from Airspeed and to review, and has received, all additional information considered by it to be necessary to verify the accuracy of, or to supplement, the information contained herein, (ii) such person has not relied on Airspeed or any person affiliated with Airspeed in connection with its investigation of the accuracy of such information or its investment decision and (iii) no person has been authorized to give any information or to make any representation concerning the Airspeed Group or the Initial Notes other than as contained herein and information given by duly authorized officers of Airspeed in connection with investors examination of (A) Airspeed and (B) the terms of this offering and, if given or made, any such other information or representation should not be relied upon as having been authorized by Airspeed. iii

5 This Offering Memorandum contains summaries, believed to be accurate, of the terms of certain documents. You should consult the actual documents, copies of which will be made available to you upon request, for the complete information contained in those documents. All such summaries are qualified in their entirety by this reference. None of Airspeed or any of their respective representatives is making any representation to any offeree or purchaser of the Notes offered hereby regarding the legality of an investment by such offeree or purchaser under applicable legal investment or similar laws. Prospective investors are not to construe the contents of this Offering Memorandum as investment, legal or tax advice. Each investor should consult with its own advisors as to legal, tax, business, financial and related aspects in considering the purchase of the Notes. THE INITIAL NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THE INITIAL NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE INITIAL NOTES OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE HOLDER OF ANY INITIAL NOTE, BY SUCH PURCHASE, AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH INITIAL NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER, (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT), (4) OUTSIDE THE UNITED STATES TO A NON-U.S. PERSON (AS SUCH TERM IS DEFINED IN REGULATION S) IN A TRANSACTION IN COMPLIANCE WITH REGULATION S OR (5) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. Notice to New Hampshire Residents Neither the fact that a registration statement or an application for a license has been filed under Chapter 421-B of the New Hampshire Revised Statutes with the State of New Hampshire nor the fact that a security is effectively registered or a person is licensed in the State of New Hampshire constitutes a finding by the Secretary of State that any document filed under RSA 421-B is true, complete and not misleading. Neither any such fact nor the fact that an exemption or exception is available for a security or a transaction means that the Secretary of State has passed in any way upon the merits or qualifications of, or recommended or given approval to, any person, security, or transaction. It is unlawful to make, or cause to be made, to any prospective purchaser, customer, or client any representation inconsistent with the provisions of this paragraph. iv

6 NOTICE TO MEMBERS OF THE PUBLIC IN THE CAYMAN ISLANDS PURSUANT TO S.194 OF THE COMPANIES LAW (2004 REVISION) OF THE CAYMAN ISLANDS AIRSPEED IS PROHIBITED FROM MAKING ANY INVITATION TO THE PUBLIC IN THE CAYMAN ISLANDS TO SUBSCRIBE FOR ANY OF ITS SECURITIES INCLUDING THE INITIAL NOTES AND NO SUCH OFFER IS MADE BY THIS OFFERING MEMORANDUM. NOTICE TO RESIDENTS OF IRELAND None of the Class G-1 Notes or the Class G-2 Notes may be sold to any person resident or incorporated in Ireland or any person which will hold any Class G-1 Notes or Class G-2 Notes through a brand, agency or other place of business or establishment in Ireland. THIS OFFERING MEMORANDUM CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS (AS SUCH TERM IS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995) AND INFORMATION RELATING TO AIRSPEED THAT IS BASED ON THE BELIEFS OF AIRSPEED, AS WELL AS ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO, AIRSPEED. WHEN USED IN THIS OFFERING MEMORANDUM, THE WORDS ESTIMATE, PROJECT, BELIEVE, ANTICIPATE, INTEND, EXPECT AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE CURRENT VIEWS OF AIRSPEED WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING THOSE DISCUSSED UNDER RISK FACTORS, THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD- LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF. AIRSPEED DOES NOT UNDERTAKE ANY OBLIGATION TO RELEASE PUBLICLY OR TO THE NOTEHOLDERS ANY REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF AIRSPEED AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE INITIAL NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY UNITED STATES FEDERAL OR ANY STATE SECURITIES COMMISSION NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, IS MADE BY THE INITIAL PURCHASERS OR, EXCEPT WITH RESPECT TO INFORMATION CONTAINED UNDER THE HEADING DESCRIPTION OF THE POLICY PROVIDERS, THE POLICY PROVIDERS, AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION SET FORTH HEREIN, AND NOTHING CONTAINED IN THIS OFFERING MEMORANDUM IS, OR WILL BE RELIED UPON AS, A PROMISE OR REPRESENTATION, WHETHER AS TO THE PAST OR THE FUTURE. NEITHER THE INITIAL PURCHASERS NOR, OTHER THAN WITH RESPECT TO INFORMATION CONTAINED UNDER THE HEADING DESCRIPTION OF THE POLICY PROVIDERS, ANY POLICY PROVIDERS, HAS INDEPENDENTLY VERIFIED ANY OF SUCH INFORMATION AND NEITHER ASSUMES ANY RESPONSIBILITY FOR ITS ACCURACY OR COMPLETENESS. PURSUANT TO INTERNAL REVENUE SERVICE CIRCULAR 230, WE HEREBY INFORM YOU THAT THE DESCRIPTION SET OUT IN THIS OFFERING MEMORANDUM WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING v

7 ANY PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED. SUCH DESCRIPTION WAS WRITTEN TO SUPPORT THE MARKETING OF THE INITIAL NOTES BY AIRSPEED. SUCH DESCRIPTION IS LIMITED TO THE U.S. FEDERAL TAX ISSUES DESCRIBED HEREIN. IT IS POSSIBLE THAT ADDITIONAL ISSUES MAY EXIST THAT COULD AFFECT THE U.S. FEDERAL TAX TREATMENT OF AN INVESTMENT IN THE NOTES, OR THE MATTERS THAT ARE THE SUBJECT OF THE DESCRIPTION NOTED HEREIN, AND SUCH DESCRIPTION DOES NOT CONSIDER OR PROVIDE ANY CONCLUSIONS WITH RESPECT TO ANY SUCH ADDITIONAL ISSUES. TAXPAYERS SHOULD SEEK ADVICE BASED ON THE TAXPAYER S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. Airspeed accepts responsibility for the information contained in this Offering Memorandum, except in respect of the information in the section titled Description of the Policy Providers, for which Ambac and Assured take responsibility in respect of the information relating to Ambac and Assured respectively. To the best knowledge and belief of Airspeed, having taken all reasonable care to ensure that such is the case, the information contained in this Offering Memorandum (except as aforesaid) is in accordance with the facts and does not omit anything likely to affect the import of such information. To the best knowledge and belief of Ambac and Assured, having taken all reasonable care to ensure that such is the case, the information relating to Ambac and Assured respectively contained in the section titled Description of the Policy Providers is in accordance with the facts and does not omit anything likely to affect the import of such information. Market data and certain industry forecasts used throughout this Offering Memorandum were obtained from publicly available information and industry publications. Industry publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Airspeed accepts responsibility for accurately reproducing the market data and certain industry forecasts from publicly available sources and as far as Airspeed is aware and is able to ascertain from such information, no facts have been omitted which would render such information inaccurate or misleading. Similarly, such information, while believed to be reliable, has not been independently verified, and neither Airspeed nor any of the Initial Purchasers makes any representation as to the accuracy of such information. Any website mentioned herein does not form part of this Offering Memorandum. Certain capitalized terms have specific meanings for purposes of this Offering Memorandum. The Glossary beginning on page 273 contains certain defined terms for ease of reference and the Index of Defined Terms included as Appendix 1 to this Offering Memorandum lists the page in this Offering Memorandum on which each term is defined. vi

8 TABLE OF CONTENTS Page SUMMARY... 1 THE OFFERING RISK FACTORS Risks Relating to the Aviation Industry Risks Relating to the Policies and the Policy Providers Risks Relating to the Airspeed Group and its Business Risks Relating to the Aircraft Risks Relating to the Leases Risks Relating to the Lessees Risks Relating to Payments on the Initial Notes Certain Irish Law Considerations Risks Relating to Taxes Risks Relating to Capital Markets Risks Relating to Ratings of the Initial Notes THE PARTIES Airspeed Group Cayman Registered Office Provider Servicer Administrative Agent Cash Manager, Accounting Servicer, Insurance Servicer, Capital Markets Structuring Agent and Operating Bank Class G Credit Facility Provider Policy Providers Trustee, Security Trustee and Account Bank DESCRIPTION OF THE POLICY PROVIDERS General Ambac Assured USE OF PROCEEDS THE INITIAL AIRCRAFT AND LEASES Airspeed s Ownership of the Aircraft The Purchase Agreement Appraisers Reports Acquisition of Additional Aircraft Initial Leases Indemnification and Insurance of the Aircraft The Lessees THE COMMERCIAL AIRCRAFT INDUSTRY Introduction Page Executive Summary Air Transport Demand Aircraft Supply Used Aircraft Market Aircraft Leasing Industry Outlook Aircraft Value Trends Conclusion MANAGEMENT OF THE AIRSPEED GROUP Directors Beneficial Ownership of Airspeed Servicer Management Aircraft-Owning Entities and Leasing Subsidiaries MANAGEMENT S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION Introduction Audited Financial Statements Liquidity The Policies Interest Rate Management Currency Management NOTE PAYMENT ASSUMPTIONS Revenue Assumptions Other Assumptions Principal Payments under the Assumed Base Case DESCRIPTION OF THE POLICIES AND POLICY PROVIDER AGREEMENTS The Policies Drawings General The Policy Provider Agreements Policy Provider Consent Reimbursement of Policy Provider Obligations DESCRIPTION OF THE INITIAL CREDIT FACILITY General Drawings Reimbursement of Drawings Initial Credit Facility Events of Default Class G Credit Facility Provider DESCRIPTION OF NOTES General Ratings

9 Page Payment for Initial Aircraft and Non- Delivery of Initial Aircraft Payments Payment of Principal and Interest Priority of Payments Indenture Covenants Operating Covenants Policy Provider and Class G Credit Facility Provider Consent Indenture Events of Default and Remedies Subordination Modification and Waiver Accounts Notices to Noteholders Governing Law and Jurisdiction Book Entry; Delivery and Form DESCRIPTION OF THE SECURITY DOCUMENTS The Collateral Other Security Documents Voting Rights of the Airspeed Group Remedies Subordination Cape Town Convention REPORTS TO NOTEHOLDERS BOOK-ENTRY REGISTRATION, GLOBAL CLEARANCE AND SETTLEMENT Book-Entry Registration DTC Clearstream Euroclear TAXATION Certain U.S. Federal Income Tax Consequences Certain Irish Tax Considerations Certain Cayman Islands Tax Considerations Savings Tax Directive CERTAIN ERISA CONSIDERATIONS Internal Revenue Service Circular 230 Disclosure General Fiduciary Matters Prohibited Transaction Issues Potential Plan Asset Issues Representation Summary Discussion SUBSCRIPTION AND SALE TRANSFER RESTRICTIONS LEGAL MATTERS IRISH LISTING AND GENERAL INFORMATION Page EXPERTS GLOSSARY APPENDIX 1 Index of Defined Terms APPENDIX 2 Assumed Portfolio Values APPENDIX 3 Monthly Gross Rentals and Residuals based on the Note Payment Assumptions APPENDIX 4 Class G Principal Payment Percentages APPENDIX 5 Class C Principal Payment Percentages APPENDIX 6 Pool Factors APPENDIX 7 Extended Pool Factors APPENDIX 8 Lease Rate Factor Curve APPENDIX 9 Lease Rate Factor Curve During Recession APPENDIX 10 E Certificate Basis Return Amount APPENDIX 11 Form of Accredited Investor Letter APPENDIX 12 Form of Qualified Person Letter APPENDIX 13 Appraisals ANNEX A Ambac Financial Statements.. A-1 ANNEX B Assured Financial Statements.. B-1

10 Summary The following summary contains basic information about this offering. It may not contain all information that may be important to you. Please read this entire document, including the financial data and the information set forth under Risk Factors before making an investment decision. Airspeed refers to Airspeed Limited and the Airspeed Group refers to Airspeed and each direct or indirect subsidiary of Airspeed whether acquired on or after the Closing Date, including each trust, the beneficial interest in which is held by Airspeed or a subsidiary thereof (each, an Airspeed Group Member ). This Summary uses terms defined elsewhere in this offering memorandum (this Offering Memorandum ), including terms defined in the Glossary. See the Index of Defined Terms included as Appendix 1 to this Offering Memorandum. Airspeed. Airspeed is an exempted company incorporated with limited liability under the laws of the Cayman Islands that expects to be resident in Ireland for tax purposes. Airspeed expects to purchase and own a portfolio of aircraft assets and related leases through its wholly-owned Aircraft-Owning Entities (such portfolio at any time, the Portfolio ). Airspeed expects that its initial Portfolio will consist of 36 aircraft (the Initial Aircraft ), which Airspeed expects to be delivered within 210 days after the closing of the offering of the Initial Notes (the Closing Date ). The Initial Aircraft not delivered on the Closing Date are referred to herein as Remaining Aircraft. Airspeed Assets. Airspeed will not directly own any of the Initial Aircraft. The Initial Aircraft will be directly owned by grantor trusts to be formed under the laws of Utah, which are collectively referred to as the Aircraft-Owning Entities. Airspeed will own 100% of the ownership interest (the Ownership Interest ) in each of the Aircraft-Owning Entities. Airspeed will also own the Ownership Interest in other entities (the Leasing Subsidiaries ) that will not own aircraft but, for tax or regulatory reasons, will lease certain of the Initial Aircraft from Aircraft-Owning Entities and lease such Aircraft to one or more lessees. The Initial Aircraft in the Portfolio have an aggregate Initial Appraised Value of approximately $1, million based on the Appraisals determined as of the Appraisal Dates. All values, percentages and averages relating to the appraised value of Aircraft set forth herein (unless otherwise indicated) are based on the average maintenance adjusted base value appraisals obtained from Aircraft Information Services, Inc. as of December 1, 2006, BACK Aviation Solutions as of December 20, 2006 and BK Associates, Inc. as of February 28, 2007 (the Appraisal Dates ). These appraisals were done on a desktop basis without physical inspection of the Initial Aircraft and are subject to the qualifications set forth in the appraisals which are attached as Appendix 13 to this Offering Memorandum. The Initial Aircraft (whether or not delivered on the Closing Date) are subject to leases (the Initial Leases ) with 23 lessees (the Initial Lessees ) based in 16 countries. Airspeed will acquire the Initial Aircraft indirectly through the purchase of the Ownership Interest in the Aircraft-Owning Entities pursuant to a purchase agreement (the Purchase Agreement ) with RBS Aerospace, as seller (the Seller ). A portion of the proceeds from the sale of the Initial Notes (the Net Proceeds ) of Airspeed, together with proceeds of the E Certificate (as defined below), will be applied on the Closing Date to purchase the Aircraft-Owning Entities, Leasing Subsidiaries and the related Initial Aircraft to be acquired by Airspeed under the Purchase Agreement on the Closing Date and to fund the Secondary Liquidity Reserve Account. In addition, The Royal Bank of Scotland plc ( RBOS ), as cash manager (the Cash Manager ), will direct RBOS, as operating bank (the Operating Bank ), to establish an account for the Remaining Aircraft (the Aircraft Purchase Account ) and deposit therein from the Net Proceeds the cash portion of the purchase price for such Remaining Aircraft. The amount so deposited for each Remaining Aircraft will be used to purchase each respective Remaining Aircraft to be delivered within 210 days after the Closing Date (the Delivery Period ). See Description of Notes Payment for Initial Aircraft and Non-Delivery of Initial Aircraft. If any of the Remaining Aircraft are not acquired within the Delivery Period, the funds remaining in the Aircraft Purchase Account will be distributed in accordance with the allocation of payments set forth below in Description of Notes Priority of 1

11 Payments. Any such distribution may result in greater payments of principal than originally anticipated on the Initial Notes on the next succeeding Payment Date. Calyon will provide the Initial Credit Facility to Airspeed which may be drawn upon, subject to certain conditions, to pay Expenses, Monthly Maintenance Reimbursement Expenditures, Senior Swap Payments and interest on the Class G-1 Notes and Class G-2 Notes to the extent of available funds thereunder. Airspeed Notes. On the Closing Date, Airspeed will issue approximately $1,091,000,000 in aggregate principal amount of notes (the Initial Notes ) in two Classes: Class G, comprised of two subclasses, Class G-1 and Class G-2 floating rate Notes; and Class C, comprised of one subclass, Class C-1 floating rate deferrable interest Notes. The Class G-1 Notes, the Class G-2 Notes and the Class C-1 Notes will bear interest at the floating rates as described on the cover of this Offering Memorandum. To secure repayment of the Notes, Airspeed will pledge its Ownership Interests in each of the Aircraft- Owning Entities and Leasing Subsidiaries, and each of Airspeed and its direct and indirect subsidiaries as of the Closing Date will grant a security interest in its interest in any Initial Leases and certain other assets. See Ownership and Collateral Structure and Description of the Security Documents. Subordination and Ranking. After the payment of amounts due and owing in respect of, among other things, operating expenses, insurance, repossession and remarketing costs, taxes and obligations to Lessees, certain amounts due to credit support providers (including the Credit Facility Expenses and the Policy Expenses), Swap Providers, trustees and various service providers (including, without limitation, the Servicer, the Administrative Agent, the Accounting Servicer, the Insurance Servicer, the Trustee, the Security Trustee, the Cash Manager, the Operating Bank and the Capital Markets Structuring Agent), the cash flows derived from the Leases and the Aircraft will be applied towards the payment obligations of Airspeed including payments due to Noteholders, in the order of priority summarized in Overview of Priority of Payments below and Description of Notes Priority of Payments. Service Providers. RBS Aerospace Limited ( RBS Aerospace ) will act as servicer (the Servicer ) with respect to the Initial Aircraft and, with its consent, Additional Aircraft (as defined below). The Servicing Agreement (the Servicing Agreement ) among Airspeed, each other Airspeed Group Member, RBS Aerospace and each Policy Provider, dated as of the Closing Date, will expire on the later of (i) the date of payment in full of all amounts outstanding to be paid under the Notes (and certain other obligations including amounts owed to the Policy Providers, other debt instruments and amounts outstanding to be paid to the E Certificate Investor) and (ii) the date after the end of the Delivery Period on which no Airspeed Group Member will own or lease-in any Aircraft or related property. As Servicer, RBS Aerospace will perform certain aircraft-related services with respect to the Initial Aircraft, including remarketing the Initial Aircraft for lease or sale. See Management of Airspeed Group Servicer. RBOS will act as the Cash Manager, the accounting servicer (the Accounting Servicer ), the insurance servicer (the Insurance Servicer ) and the capital markets structuring agent (the Capital Markets Structuring Agent ) with respect to Airspeed. Phoenix American Financial Services, Inc. ( Phoenix ) will act as administrative agent (the Administrative Agent ) with respect to Airspeed. Additional Aircraft and Issuance of Additional Notes. Airspeed may acquire additional aircraft assets (the Additional Aircraft and, together with the Initial Aircraft, the Aircraft ) either directly or indirectly through the acquisition of Aircraft-Owning Entities. Airspeed may also acquire any existing leases or similar arrangements related to such Additional Aircraft (the Additional Leases ), as well as any future leases or similar arrangements with respect to any Initial Aircraft or Additional Aircraft (the Future Leases and, together with the Initial Leases and any Additional Leases, the Leases ). Additional Aircraft may include, among other things, aircraft and related engines and entities with an ownership or leasehold interest in aircraft and related engines. To the extent Additional Aircraft are acquired, Airspeed will finance acquisitions of Additional Aircraft with external funds, including from the proceeds of issuing additional notes (the Additional Notes and, together with any notes 2

12 refinancing any Initial Notes or Additional Notes, the Notes ) in multiple classes. Additional Notes, if any, will rank pari passu in right of payment of principal and interest with corresponding Classes of the Initial Notes. Any Additional Notes will be issued only with the prior written consent of each of the Policy Providers and the Class G Credit Facility Provider. Any issuance of Additional Notes in connection with the acquisition of Additional Aircraft will be subject to various conditions under the Indenture governing the Notes, including receipt of confirmation of the type described in the next paragraph from the Rating Agencies. Additional Notes also may be rated by the Rating Agencies. Certain actions or transactions contemplated by the Airspeed Group, such as the issuance of Additional Notes, will require a Rating Agency Confirmation. Series E Certificate. Airspeed will issue a Series E Certificate (the E Certificate ) in the original outstanding amount of approximately $281.6 million to Vitesse Air Holding S.à r.l., a Luxembourg company (the E Certificate Investor ). The E Certificate Investor in turn will issue shares and a nonvoting participating equity certificate to a Delaware common law trust (the E Certificate Trust ), which will issue certificates to investors unrelated to RBS Aerospace or RBOS. The amount paid by the E Certificate Investor for the E Certificate will be less than the original face amount of the E Certificate and will be equal to the excess of the purchase price of the Initial Aircraft plus the initial amount required to fund the Secondary Liquidity Reserve Account over the Net Proceeds. The E Certificate Investor will be entitled to distributions of a specified return on the Outstanding E Certificate Amount and, in certain circumstances, an amount equal to a portion of the net proceeds of an Aircraft sale or other disposition in excess of a specified target amount. E Certificate Additional Advances; E Certificate Cure Advances. The E Certificate Investor may make additional advances ( E Certificate Additional Advances ) from time to time to fund the purchase of Additional Aircraft, the optional conversion of an Aircraft from passenger to freighter or mixed use configuration or a redemption of a Class of Notes, in whole or in part. Any such E Certificate Additional Advances will be added to the outstanding amount of the E Certificate if (a) in the case of a funding of Additional Aircraft or a redemption of Notes, the consent of each of the Policy Providers is obtained for such advance and (b) in the case of a funding of an optional conversion, the consent of the Majority Policy Provider is obtained for such advance. Without the consent of any Policy Provider, the E Certificate Investor may make E Certificate Additional Advances to fund the cost of an aircraft conversion or the redemption, in whole or in part, of the Notes, but such advances will not be added to the outstanding amount of the E Certificate. The E Certificate Investor also may make other advances to Airspeed (the E Certificate Cure Advances ) from time to time to fund the payment of any Airspeed obligations not paid as a result of Lessee defaults or any other circumstance. The amounts of any such E Certificate Cure Advances, which will be repaid without interest after payment of all interest and expected payments of principal on the Initial Notes, will not be added to the Outstanding E Certificate Amount. Ownership of Airspeed. A charitable purpose trust formed under the laws of Ireland (the Charitable Trust ) will own 100% of the issued shares of Airspeed. Governance of Airspeed. Airspeed will be governed by its board of directors (the Board ) composed of three directors. All the directors will be independent of RBS Aerospace, RBOS or any Affiliate thereof (each, an RBS Entity ). Two of the directors will also be independent of any direct or indirect holder of the E Certificate, Airspeed or any Affiliate thereof (each, an Independent Director ) and the other director may be affiliated with the E Certificate Investor or the shareholders thereof (the Equity Director and, collectively with the Independent Directors, the Directors ). The Board will be responsible for the management and control of the property and affairs of Airspeed. The quorum necessary for the transaction of business at a meeting of the Board will be two Directors, provided that the quorum necessary in relation to certain matters requiring the approval of the Equity Director must include the Equity Director and another Director, and the quorum necessary in relation to certain matters requiring the unanimous consent of the Directors must include both of the Independent Directors and the Equity Director. Decisions taken by the Board in respect of any Equity Consent Matters or Consent Matters require the consent of the Equity Director or unanimous consent of the 3