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PROTOCOL

TO THE CONVENTION

ON INTERNATIONAL INTERESTS IN MOBILE EQUIPMENT ON

MATTERS SPECIFIC TO AIRCRAFT EQUIPMENT

Signed at Cape Town on 16 November 2001

COPY CERTIFIED AS BEING

IN CONFORMITY WITH THE ORIGINAL

THE SECRETARY GENERAL

JOSE ANGELO ESTRELLA FARIA

CAPE TOWN

16 NOVEMBER 2001

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PROTOCOL

TO THE CONVENTION

ON INTERNATIONAL INTERESTS IN MOBILE EQUIPMENT ON

MATTERS SPECIFIC TO AIRCRAFT EQUIPMENT

THE STATES PARTIES TO THIS PROTOCOL,

CONSIDERING it necessary to implement the

Convention on International Interests in Mobile

Equipment

(hereinafter referred to as “the Convention”) as it relates to aircraft equipment, in the light

of the purposes set out in the preamble to the Convention,

MINDFUL of the need to adapt the Convention to meet the particular requirements of aircraft finance

and to extend the sphere of application of the Convention to include contracts of sale of aircraft

equipment,

MINDFUL of the principles and objectives of the

Convention on International Civil Aviation,

signed at

Chicago on 7 December 1944,

HAVE AGREED upon the following provisions relating to aircraft equipment:

Chapter I

Sphere of application and general provisions

Article I — Defined terms

In this Protocol, except where the context otherwise requires, terms used in it have the

meanings set out in the Convention.

In this Protocol the following terms are employed with the meanings set out below:

(a)

“aircraft” means aircraft as defined for the purposes of the Chicago Convention which

are either airframes with aircraft engines installed thereon or helicopters;

“aircraft engines” means aircraft engines (other than those used in military, customs or

police services) powered by jet propulsion or turbine or piston technology and:

(i)

in the case of jet propulsion aircraft engines, have at least 1750 lb of thrust or its

equivalent; and

(b)

(ii)

in the case of turbine-powered or piston-powered aircraft engines, have at least

550 rated take-off shaft horsepower or its equivalent,

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together with all modules and other installed, incorporated or attached accessories, parts

and equipment and all data, manuals and records relating thereto;

(c)

(d)

“aircraft objects” means airframes, aircraft engines and helicopters;

“aircraft register” means a register maintained by a State or a common mark registering

authority for the purposes of the Chicago Convention;

“airframes” means airframes (other than those used in military, customs or police

services) that, when appropriate aircraft engines are installed thereon, are type certified

by the competent aviation authority to transport:

(i)

(ii)

at least eight (8) persons including crew; or

goods in excess of 2750 kilograms,

(e)

together with all installed, incorporated or attached accessories, parts and equipment

(other than aircraft engines), and all data, manuals and records relating thereto;

(f)

(g)

“authorised party” means the party referred to in Article XIII(3);

“Chicago Convention” means the

Convention on International Civil Aviation,

signed at

Chicago on 7 December 1944, as amended, and its Annexes;

“common mark registering authority” means the authority maintaining a register in

accordance with Article 77 of the Chicago Convention as implemented by the

Resolution adopted on 14 December 1967 by the Council of the International Civil

Aviation Organization on nationality and registration of aircraft operated by

international operating agencies;

“de-registration of the aircraft” means deletion or removal of the registration of the

aircraft from its aircraft register in accordance with the Chicago Convention;

“guarantee contract” means a contract entered into by a person as guarantor;

“guarantor” means a person who, for the purpose of assuring performance of any

obligations in favour of a creditor secured by a security agreement or under an

agreement, gives or issues a suretyship or demand guarantee or a standby letter of credit

or any other form of credit insurance;

“helicopters” means heavier-than-air machines (other than those used in military,

customs or police services) supported in flight chiefly by the reactions of the air on one

or more power-driven rotors on substantially vertical axes and which are type certified

by the competent aviation authority to transport:

(i)

at least five (5) persons including crew; or

(ii)

goods in excess of 450 kilograms,

(h)

(i)

(j)

(k)

(l)

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together with all installed, incorporated or attached accessories, parts and equipment

(including rotors), and all data, manuals and records relating thereto;

(m)

“insolvency-related event” means:

(i)

(ii)

the commencement of the insolvency proceedings; or

the declared intention to suspend or actual suspension of payments by the debtor

where the creditor’s right to institute insolvency proceedings against the debtor or

to exercise remedies under the Convention is prevented or suspended by law or

State action;

(n)

“primary insolvency jurisdiction” means the Contracting State in which the centre of the

debtor’s main interests is situated, which for this purpose shall be deemed to be the place

of the debtor’s statutory seat or, if there is none, the place where the debtor is

incorporated or formed, unless proved otherwise;

“registry authority” means the national authority or the common mark registering

authority, maintaining an aircraft register in a Contracting State and responsible for the

registration and de-registration of an aircraft in accordance with the Chicago

Convention; and

“State of registry” means, in respect of an aircraft, the State on the national register of

which an aircraft is entered or the State of location of the common mark registering

authority maintaining the aircraft register.

(o)

(p)

Article II — Application of Convention as regards aircraft objects

The Convention shall apply in relation to aircraft objects as provided by the terms of this

Protocol.

The Convention and this Protocol shall be known as the Convention on International Interests

in Mobile Equipment as applied to aircraft objects.

Article III — Application of Convention to sales

The following provisions of the Convention apply as if references to an agreement creating or

providing for an international interest were references to a contract of sale and as if references to an

international interest, a prospective international interest, the debtor and the creditor were references to

a sale, a prospective sale, the seller and the buyer respectively:

Articles 3 and 4;

Article 16(1)(a);

Article 19(4);

Article 20(1) (as regards registration of a contract of sale or a prospective sale);

Article 25(2) (as regards a prospective sale); and

Article 30.

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In addition, the general provisions of Article 1, Article 5, Chapters IV to VII, Article 29 (other than

Article 29(3) which is replaced by Article XIV(1) and (2)), Chapter X, Chapter XII (other than Article

43), Chapter XIII and Chapter XIV (other than Article 60) shall apply to contracts of sale and

prospective sales.

Article IV — Sphere of application

Without prejudice to Article 3(1) of the Convention, the Convention shall also apply in relation

to a helicopter, or to an airframe pertaining to an aircraft, registered in an aircraft register of a

Contracting State which is the State of registry, and where such registration is made pursuant to an

agreement for registration of the aircraft it is deemed to have been effected at the time of the

agreement.

For the purposes of the definition of “internal transaction” in Article 1 of the Convention:

(a)

an airframe is located in the State of registry of the aircraft of which it is a part;

(b) an aircraft engine is located in the State of registry of the aircraft on which it is installed

or, if it is not installed on an aircraft, where it is physically located; and

(c)

a helicopter is located in its State of registry,

at the time of the conclusion of the agreement creating or providing for the interest.

The parties may, by agreement in writing, exclude the application of Article XI and, in their

relations with each other, derogate from or vary the effect of any of the provisions of this Protocol

except Article IX (2)-(4).

Article V — Formalities, effects and registration of contracts of sale

For the purposes of this Protocol, a contract of sale is one which:

(a)

(b)

(c)

is in writing;

relates to an aircraft object of which the seller has power to dispose; and

enables the aircraft object to be identified in conformity with this Protocol.

A contract of sale transfers the interest of the seller in the aircraft object to the buyer according

to its terms.

Registration of a contract of sale remains effective indefinitely. Registration of a prospective

sale remains effective unless discharged or until expiry of the period, if any, specified in the

registration.

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Article VI — Representative capacities

A person may enter into an agreement or a sale, and register an international interest in, or a sale of, an

aircraft object, in an agency, trust or other representative capacity. In such case, that person is entitled

to assert rights and interests under the Convention.

Article VII — Description of aircraft objects

A description of an aircraft object that contains its manufacturer’s serial number, the name of the

manufacturer and its model designation is necessary and sufficient to identify the object for the

purposes of Article 7(c) of the Convention and Article V(1)(c) of this Protocol.

Article VIII — Choice of law

This Article applies only where a Contracting State has made a declaration pursuant to Article

XXX(1).

The parties to an agreement, or a contract of sale, or a related guarantee contract or

subordination agreement may agree on the law which is to govern their contractual rights and

obligations, wholly or in part.

Unless otherwise agreed, the reference in the preceding paragraph to the law chosen by the

parties is to the domestic rules of law of the designated State or, where that State comprises several

territorial units, to the domestic law of the designated territorial unit.

Chapter II

Default remedies, priorities and assignments

Article IX — Modification of default remedies provisions

In addition to the remedies specified in Chapter III of the Convention, the creditor may, to the

extent that the debtor has at any time so agreed and in the circumstances specified in that Chapter:

(a) procure the de-registration of the aircraft; and

(b)

procure the export and physical transfer of the aircraft object from the territory in which

it is situated.

The creditor shall not exercise the remedies specified in the preceding paragraph without the

prior consent in writing of the holder of any registered interest ranking in priority to that of the creditor.

Article 8(3) of the Convention shall not apply to aircraft objects. Any remedy given by the

Convention in relation to an aircraft object shall be exercised in a commercially reasonable manner. A

remedy shall be deemed to be exercised in a commercially reasonable manner where it is exercised in

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conformity with a provision of the agreement except where such a provision is manifestly

unreasonable.

A chargee giving ten or more working days’ prior written notice of a proposed sale or lease to

interested persons shall be deemed to satisfy the requirement of providing “reasonable prior notice”

specified in Article 8(4) of the Convention. The foregoing shall not prevent a chargee and a chargor or

a guarantor from agreeing to a longer period of prior notice.

The registry authority in a Contracting State shall, subject to any applicable safety laws and

regulations, honour a request for de-registration and export if:

(a)

the request is properly submitted by the authorised party under a recorded irrevocable

deregistration and export request authorisation; and

the authorised party certifies to the registry authority, if required by that authority, that

all registered interests ranking in priority to that of the creditor in whose favour the

authorisation has been issued have been discharged or that the holders of such interests

have consented to the de-registration and export.

(b)

A chargee proposing to procure the de-registration and export of an aircraft under paragraph 1

otherwise than pursuant to a court order shall give reasonable prior notice in writing of the proposed

deregistration and export to:

(a)

(b)

interested persons specified in Article 1(m)(i) and (ii) of the Convention; and

interested persons specified in Article 1(m)(iii) of the Convention who have given notice

of their rights to the chargee within a reasonable time prior to the de-registration and

export.

Article X — Modification of provisions

regarding relief pending final determination

This Article applies only where a Contracting State has made a declaration under Article

XXX(2) and to the extent stated in such declaration.

For the purposes of Article 13(1) of the Convention, “speedy” in the context of obtaining relief

means within such number of working days from the date of filing of the application for relief as is

specified in a declaration made by the Contracting State in which the application is made.

Article 13(1) of the Convention applies with the following being added immediately after sub-

paragraph (d):

“(e)

if at any time the debtor and the creditor specifically agree, sale and application of

proceeds therefrom”,

and Article 43(2) applies with the insertion after the words “Article 13(1)(d)” of the words “and (e)”.

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Ownership or any other interest of the debtor passing on a sale under the preceding paragraph

is free from any other interest over which the creditor’s international interest has priority under the

provisions of Article 29 of the Convention.

The creditor and the debtor or any other interested person may agree in writing to exclude the

application of Article 13(2) of the Convention.

With regard to the remedies in Article IX(1):

(a)

they shall be made available by the registry authority and other administrative

authorities, as applicable, in a Contracting State no later than five working days after the

creditor notifies such authorities that the relief specified in Article IX(1) is granted or, in

the case of relief granted by a foreign court, recognised by a court of that Contracting

State, and that the creditor is entitled to procure those remedies in accordance with the

Convention; and

the applicable authorities shall expeditiously co-operate with and assist the creditor in

the exercise of such remedies in conformity with the applicable aviation safety laws and

regulations.

(b)

Paragraphs 2 and 6 shall not affect any applicable aviation safety laws and regulations.

Article XI — Remedies on insolvency

This Article applies only where a Contracting State that is the primary insolvency jurisdiction

has made a declaration pursuant to Article XXX(3).

Alternative A

Upon the occurrence of an insolvency-related event, the insolvency administrator or the debtor,

as applicable, shall, subject to paragraph 7, give possession of the aircraft object to the creditor no later

than the earlier of:

(a)

(b)

the end of the waiting period; and

the date on which the creditor would be entitled to possession of the aircraft object if this

Article did not apply.

For the purposes of this Article, the “waiting period” shall be the period specified in a

declaration of the Contracting State which is the primary insolvency jurisdiction.

References in this Article to the “insolvency administrator” shall be to that person in its

official, not in its personal, capacity.

Unless and until the creditor is given the opportunity to take possession under paragraph 2:

(a)

the insolvency administrator or the debtor, as applicable, shall preserve the aircraft

object and maintain it and its value in accordance with the agreement; and

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(b)

the creditor shall be entitled to apply for any other forms of interim relief available under

the applicable law.

Sub-paragraph (a) of the preceding paragraph shall not preclude the use of the aircraft object

under arrangements designed to preserve the aircraft object and maintain it and its value.

The insolvency administrator or the debtor, as applicable, may retain possession of the aircraft

object where, by the time specified in paragraph 2, it has cured all defaults other than a default

constituted by the opening of insolvency proceedings and has agreed to perform all future obligations

under the agreement. A second waiting period shall not apply in respect of a default in the performance

of such future obligations.

With regard to the remedies in Article IX(1):

(a)

they shall be made available by the registry authority and the administrative authorities

in a Contracting State, as applicable, no later than five working days after the date on

which the creditor notifies such authorities that it is entitled to procure those remedies in

accordance with the Convention; and

the applicable authorities shall expeditiously co-operate with and assist the creditor in

the exercise of such remedies in conformity with the applicable aviation safety laws and

regulations.

(b)

No exercise of remedies permitted by the Convention or this Protocol may be prevented or

delayed after the date specified in paragraph 2.

10.

No obligations of the debtor under the agreement may be modified without the consent of the

creditor.

11.

Nothing in the preceding paragraph shall be construed to affect the authority, if any, of the

insolvency administrator under the applicable law to terminate the agreement.

12.

No rights or interests, except for non-consensual rights or interests of a category covered by a

declaration pursuant to Article 39(1), shall have priority in insolvency proceedings over registered

interests.

13.

The Convention as modified by Article IX of this Protocol shall apply to the exercise of any

remedies under this Article.

Alternative B

Upon the occurrence of an insolvency-related event, the insolvency administrator or the debtor,

as applicable, upon the request of the creditor, shall give notice to the creditor within the time specified

in a declaration of a Contracting State pursuant to Article XXX(3) whether it will:

(a)

cure all defaults other than a default constituted by the opening of insolvency

proceedings and agree to perform all future obligations, under the agreement and related

transaction documents; or

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(b)

give the creditor the opportunity to take possession of the aircraft object, in accordance

with the applicable law.

The applicable law referred to in sub-paragraph (b) of the preceding paragraph may permit the

court to require the taking of any additional step or the provision of any additional guarantee.

The creditor shall provide evidence of its claims and proof that its international interest has

been registered.

If the insolvency administrator or the debtor, as applicable, does not give notice in conformity

with paragraph 2, or when the insolvency administrator or the debtor has declared that it will give the

creditor the opportunity to take possession of the aircraft object but fails to do so, the court may permit

the creditor to take possession of the aircraft object upon such terms as the court may order and may

require the taking of any additional step or the provision of any additional guarantee.

The aircraft object shall not be sold pending a decision by a court regarding the claim and the

international interest.

Article XII — Insolvency assistance

This Article applies only where a Contracting State has made a declaration pursuant to Article

XXX(1).

The courts of a Contracting State in which an aircraft object is situated shall, in accordance

with the law of the Contracting State, co-operate to the maximum extent possible with foreign courts

and foreign insolvency administrators in carrying out the provisions of Article XI.

Article XIII — De-registration and export request authorisation

This Article applies only where a Contracting State has made a declaration pursuant to Article

XXX(1).

Where the debtor has issued an irrevocable de-registration and export request authorisation

substantially in the form annexed to this Protocol and has submitted such authorisation for recordation

to the registry authority, that authorisation shall be so recorded.

The person in whose favour the authorisation has been issued (the “authorised party”) or its

certified designee shall be the sole person entitled to exercise the remedies specified in Article IX(1)

and may do so only in accordance with the authorisation and applicable aviation safety laws and

regulations. Such authorisation may not be revoked by the debtor without the consent in writing of the

authorised party. The registry authority shall remove an authorisation from the registry at the request of

the authorised party.

The registry authority and other administrative authorities in Contracting States shall

expeditiously co-operate with and assist the authorised party in the exercise of the remedies specified

in Article IX.

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Article XIV — Modification of priority provisions

A buyer of an aircraft object under a registered sale acquires its interest in that object free from

an interest subsequently registered and from an unregistered interest, even if the buyer has actual

knowledge of the unregistered interest.

A buyer of an aircraft object acquires its interest in that object subject to an interest registered

at the time of its acquisition.

Ownership of or another right or interest in an aircraft engine shall not be affected by its

installation on or removal from an aircraft.

Article 29(7) of the Convention applies to an item, other than an object, installed on an

airframe, aircraft engine or helicopter.

Article XV — Modification of assignment provisions

Article 33(1) of the Convention applies as if the following were added immediately after sub-paragraph

(b):

“and (c)

the debtor has consented in writing, whether or not the consent is given in advance

of the assignment or identifies the assignee.”

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Article XVI — Debtor provisions

In the absence of a default within the meaning of Article 11 of the Convention, the debtor shall

be entitled to the quiet possession and use of the object in accordance with the agreement as against:

(a)

its creditor and the holder of any interest from which the debtor takes free pursuant to

Article 29(4) of the Convention or, in the capacity of buyer, Article XIV(1) of this

Protocol, unless and to the extent that the debtor has otherwise agreed; and

the holder of any interest to which the debtor’s right or interest is subject pursuant to

Article 29(4) of the Convention or, in the capacity of buyer, Article XIV(2) of this

Protocol, but only to the extent, if any, that such holder has agreed.

(b)

Nothing in the Convention or this Protocol affects the liability of a creditor for any breach of

the agreement under the applicable law in so far as that agreement relates to an aircraft object.

Chapter III

Registry provisions relating to

international interests in aircraft objects

Article XVII — The Supervisory Authority and the Registrar

The Supervisory Authority shall be the international entity designated by a Resolution adopted

by the Diplomatic Conference to Adopt a Mobile Equipment Convention and an Aircraft Protocol.

Where the international entity referred to in the preceding paragraph is not able and willing to

act as Supervisory Authority, a Conference of Signatory and Contracting States shall be convened to

designate another Supervisory Authority.

The Supervisory Authority and its officers and employees shall enjoy such immunity from

legal and administrative process as is provided under the rules applicable to them as an international

entity or otherwise.

The Supervisory Authority may establish a commission of experts, from among persons

nominated by Signatory and Contracting States and having the necessary qualifications and experience,

and entrust it with the task of assisting the Supervisory Authority in the discharge of its functions.

The first Registrar shall operate the International Registry for a period of five years from the

date of entry into force of this Protocol. Thereafter, the Registrar shall be appointed or reappointed at

regular five-yearly intervals by the Supervisory Authority.

Article XVIII — First regulations

The first regulations shall be made by the Supervisory Authority so as to take effect upon the entry into

force of this Protocol.

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Article XIX — Designated entry points

Subject to paragraph 2, a Contracting State may at any time designate an entity or entities in its

territory as the entry point or entry points through which there shall or may be transmitted to the

International Registry information required for registration other than registration of a notice of a

national interest or a right or interest under Article 40 in either case arising under the laws of another

State.

A designation made under the preceding paragraph may permit, but not compel, use of a

designated entry point or entry points for information required for registrations in respect of aircraft

engines.

Article XX — Additional modifications to Registry provisions

For the purposes of Article 19(6) of the Convention, the search criteria for an aircraft object

shall be the name of its manufacturer, its manufacturer’s serial number and its model designation,

supplemented as necessary to ensure uniqueness. Such supplementary information shall be specified in

the regulations.

For the purposes of Article 25(2) of the Convention and in the circumstances there described,

the holder of a registered prospective international interest or a registered prospective assignment of an

international interest or the person in whose favour a prospective sale has been registered shall take

such steps as are within its power to procure the discharge of the registration no later than five working

days after the receipt of the demand described in such paragraph.

The fees referred to in Article 17(2)(h) of the Convention shall be determined so as to recover

the reasonable costs of establishing, operating and regulating the International Registry and the

reasonable costs of the Supervisory Authority associated with the performance of the functions,

exercise of the powers, and discharge of the duties contemplated by Article 17(2) of the Convention.

The centralised functions of the International Registry shall be operated and administered by

the Registrar on a twenty-four hour basis. The various entry points shall be operated at least during

working hours in their respective territories.

The amount of the insurance or financial guarantee referred to in Article 28(4) of the

Convention shall, in respect of each event, not be less than the maximum value of an aircraft object as

determined by the Supervisory Authority.

Nothing in the Convention shall preclude the Registrar from procuring insurance or a financial

guarantee covering events for which the Registrar is not liable under Article 28 of the Convention.

Chapter IV

Jurisdiction

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Article XXI — Modification of jurisdiction provisions

For the purposes of Article 43 of the Convention and subject to Article 42 of the Convention, a court of

a Contracting State also has jurisdiction where the object is a helicopter, or an airframe pertaining to an

aircraft, for which that State is the State of registry.

Article XXII — Waivers of sovereign immunity

Subject to paragraph 2, a waiver of sovereign immunity from jurisdiction of the courts

specified in Article 42 or Article 43 of the Convention or relating to enforcement of rights and interests

relating to an aircraft object under the Convention shall be binding and, if the other conditions to such

jurisdiction or enforcement have been satisfied, shall be effective to confer jurisdiction and permit

enforcement, as the case may be.

A waiver under the preceding paragraph must be in writing and contain a description of the

aircraft object.

Chapter V

Relationship with other conventions

Article XXIII — Relationship with the

Convention on

the International Recognition of Rights in Aircraft

The Convention shall, for a Contracting State that is a party to the

Convention on the International

Recognition of Rights in Aircraft,

signed at Geneva on 19 June 1948, supersede that Convention as it

relates to aircraft, as defined in this Protocol, and to aircraft objects. However, with respect to rights or

interests not covered or affected by the present Convention, the Geneva Convention shall not be

superseded.

Article XXIV — Relationship with the

Convention for

the Unification of Certain Rules Relating to the Precautionary Attachment of Aircraft

The Convention shall, for a Contracting State that is a Party to the

Convention for the

Unification of Certain Rules Relating to the Precautionary Attachment of Aircraft,

signed at Rome on

29 May 1933, supersede that Convention as it relates to aircraft, as defined in this Protocol.

A Contracting State Party to the above Convention may declare, at the time of ratification,

acceptance, approval of, or accession to this Protocol, that it will not apply this Article.

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Article XXV — Relationship with the

NIDROIT

Convention on

International Financial Leasing

The Convention shall supersede the

NIDROIT

Convention on International Financial Leasing,

signed

at Ottawa on 28 May 1988, as it relates to aircraft objects.

Chapter VI

Final provisions

Article XXVI — Signature, ratification, acceptance, approval or accession

This Protocol shall be open for signature in Cape Town on 16 November 2001 by States

participating in the Diplomatic Conference to Adopt a Mobile Equipment Convention and an Aircraft

Protocol held at Cape Town from 29 October to 16 November 2001. After 16 November 2001, this

Protocol shall be open to all States for signature at the Headquarters of the International Institute for

the Unification of Private Law (U

NIDROIT

) in Rome until it enters into force in accordance with Article

XXVIII.

This Protocol shall be subject to ratification, acceptance or approval by States which have

signed it.

Any State which does not sign this Protocol may accede to it at any time.

Ratification, acceptance, approval or accession is effected by the deposit of a formal instrument

to that effect with the Depositary.

A State may not become a Party to this Protocol unless it is or becomes also a Party to the

Convention.

Article XXVII — Regional Economic Integration Organisations

A Regional Economic Integration Organisation which is constituted by sovereign States and

has competence over certain matters governed by this Protocol may similarly sign, accept, approve or

accede to this Protocol. The Regional Economic Integration Organisation shall in that case have the

rights and obligations of a Contracting State, to the extent that that Organisation has competence over

matters governed by this Protocol. Where the number of Contracting States is relevant in this Protocol,

the Regional Economic Integration Organisation shall not count as a Contracting State in addition to its

Member States which are Contracting States.

The Regional Economic Integration Organisation shall, at the time of signature, acceptance,

approval or accession, make a declaration to the Depositary specifying the matters governed by this

Protocol in respect of which competence has been transferred to that Organisation by its Member

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States. The Regional Economic Integration Organisation shall promptly notify the Depositary of any

changes to the distribution of competence, including new transfers of competence, specified in the

declaration under this paragraph.

Any reference to a “Contracting State” or “Contracting States” or “State Party” or “States

Parties” in this Protocol applies equally to a Regional Economic Integration Organisation where the

context so requires.

Article XXVIII — Entry into force

This Protocol enters into force on the first day of the month following the expiration of three

months after the date of the deposit of the eighth instrument of ratification, acceptance, approval or

accession, between the States which have deposited such instruments.

For other States this Protocol enters into force on the first day of the month following the

expiration of three months after the date of the deposit of its instrument of ratification, acceptance,

approval or accession.

Article XXIX — Territorial units

If a Contracting State has territorial units in which different systems of law are applicable in

relation to the matters dealt with in this Protocol, it may, at the time of ratification, acceptance,

approval or accession, declare that this Protocol is to extend to all its territorial units or only to one or

more of them and may modify its declaration by submitting another declaration at any time.

Any such declaration shall state expressly the territorial units to which this Protocol applies.

If a Contracting State has not made any declaration under paragraph 1, this Protocol shall apply

to all territorial units of that State.

Where a Contracting State extends this Protocol to one or more of its territorial units,

declarations permitted under this Protocol may be made in respect of each such territorial unit, and the

declarations made in respect of one territorial unit may be different from those made in respect of

another territorial unit.

If by virtue of a declaration under paragraph 1, this Protocol extends to one or more territorial

units of a Contracting State:

(a)

the debtor is considered to be situated in a Contracting State only if it is incorporated or

formed under a law in force in a territorial unit to which the Convention and this

Protocol apply or if it has its registered office or statutory seat, centre of administration,

place of business or habitual residence in a territorial unit to which the Convention and

this Protocol apply;

any reference to the location of the object in a Contracting State refers to the location of

the object in a territorial unit to which the Convention and this Protocol apply; and

(b)

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(c)

any reference to the administrative authorities in that Contracting State shall be

construed as referring to the administrative authorities having jurisdiction in a territorial

unit to which the Convention and this Protocol apply and any reference to the national

referring to the aircraft register in force or to the registry authority having jurisdiction in

the territorial unit or units to which the Convention and this Protocol apply.

Article XXX — Declarations relating to certain provisions

A Contracting State may, at the time of ratification, acceptance, approval of, or accession to

this Protocol, declare that it will apply any one or more of Articles VIII, XII and XIII of this Protocol.

A Contracting State may, at the time of ratification, acceptance, approval of, or accession to

this Protocol, declare that it will apply Article X of this Protocol, wholly or in part. If it so declares

with respect to Article X(2), it shall specify the time-period required thereby.

A Contracting State may, at the time of ratification, acceptance, approval of, or accession to

this Protocol, declare that it will apply the entirety of Alternative A, or the entirety of Alternative B of

Article XI and, if so, shall specify the types of insolvency proceeding, if any, to which it will apply

Alternative A and the types of insolvency proceeding, if any, to which it will apply Alternative B. A

Contracting State making a declaration pursuant to this paragraph shall specify the time-period

required by Article XI.

The courts of Contracting States shall apply Article XI in conformity with the declaration made

by the Contracting State which is the primary insolvency jurisdiction.

A Contracting State may, at the time of ratification, acceptance, approval of, or accession to

this Protocol, declare that it will not apply the provisions of Article XXI, wholly or in part. The

declaration shall specify under which conditions the relevant Article will be applied, in case it will be

applied partly, or otherwise which other forms of interim relief will be applied.

Article XXXI — Declarations under the Convention

Declarations made under the Convention, including those made under Articles 39, 40, 50, 53, 54, 55,

57, 58 and 60 of the Convention, shall be deemed to have also been made under this Protocol unless

stated otherwise.

Article XXXII — Reservations and declarations

No reservations may be made to this Protocol but declarations authorised by Articles XXIV,

XXIX, XXX, XXXI, XXXIII and XXXIV may be made in accordance with these provisions.

Any declaration or subsequent declaration or any withdrawal of a declaration made under this

Protocol shall be notified in writing to the Depositary.

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Article XXXIII — Subsequent declarations

A State Party may make a subsequent declaration, other than a declaration made in accordance

with Article XXXI under Article 60 of the Convention, at any time after the date on which this

Protocol has entered into force for it, by notifying the Depositary to that effect.

Any such subsequent declaration shall take effect on the first day of the month following the

expiration of six months after the date of receipt of the notification by the Depositary. Where a longer

period for that declaration to take effect is specified in the notification, it shall take effect upon the

expiration of such longer period after receipt of the notification by the Depositary.

Notwithstanding the previous paragraphs, this Protocol shall continue to apply, as if no such

subsequent declarations had been made, in respect of all rights and interests arising prior to the

effective date of any such subsequent declaration.

Article XXXIV — Withdrawal of declarations

Any State Party having made a declaration under this Protocol, other than a declaration made

in accordance with Article XXXI under Article 60 of the Convention, may withdraw it at any time by

notifying the Depositary. Such withdrawal is to take effect on the first day of the month following the

expiration of six months after the date of receipt of the notification by the Depositary.

Notwithstanding the previous paragraph, this Protocol shall continue to apply, as if no such

withdrawal of declaration had been made, in respect of all rights and interests arising prior to the

effective date of any such withdrawal.

Article XXXV — Denunciations

Any State Party may denounce this Protocol by notification in writing to the Depositary.

Any such denunciation shall take effect on the first day of the month following the expiration

of twelve months after the date of receipt of the notification by the Depositary.

Notwithstanding the previous paragraphs, this Protocol shall continue to apply, as if no such

denunciation had been made, in respect of all rights and interests arising prior to the effective date of

any such denunciation.

Article XXXVI — Review Conferences, amendments and related matters

The Depositary, in consultation with the Supervisory Authority, shall prepare reports yearly, or

at such other time as the circumstances may require, for the States Parties as to the manner in which the

international regime established in the Convention as amended by this Protocol has operated in

practice. In preparing such reports, the Depositary shall take into account the reports of the Supervisory

Authority concerning the functioning of the international registration system.

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At the request of not less than twenty-five per cent of the States Parties, Review Conferences

of the States Parties shall be convened from time to time by the Depositary, in consultation with the

Supervisory Authority, to consider:

(a)

the practical operation of the Convention as amended by this Protocol and its

effectiveness in facilitating the asset-based financing and leasing of the objects covered

by its terms;

the judicial interpretation given to, and the application made of the terms of this Protocol

and the regulations;

the functioning of the international registration system, the performance of the Registrar

and its oversight by the Supervisory Authority, taking into account the reports of the

Supervisory Authority; and

whether any modifications to this Protocol or the arrangements relating to the

International Registry are desirable.

(b)

(c)

(d)

Any amendment to this Protocol shall be approved by at least a two-thirds majority of States

Parties participating in the Conference referred to in the preceding paragraph and shall then enter into

force in respect of States which have ratified, accepted or approved such amendment when it has been

ratified, accepted or approved by eight States in accordance with the provisions of Article XXVIII

relating to its entry into force.

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Article XXXVII — Depositary and its functions

Instruments of ratification, acceptance, approval or accession shall be deposited with the

International Institute for the Unification of Private Law (U

NIDROIT

), which is hereby designated the

Depositary.

The Depositary shall:

(a)

inform all Contracting States of:

(i)

each new signature or deposit of an instrument of ratification, acceptance,

approval or accession, together with the date thereof;

(ii)

(iii)

thereof;

(iv)

and

(v) the notification of any denunciation of this Protocol together with the date thereof

and the date on which it takes effect;

(b)

(c)

transmit certified true copies of this Protocol to all Contracting States;

provide the Supervisory Authority and the Registrar with a copy of each instrument of

ratification, acceptance, approval or accession, together with the date of deposit thereof,

of each declaration or withdrawal or amendment of a declaration and of each notification

of denunciation, together with the date of notification thereof, so that the information

contained therein is easily and fully available; and

perform such other functions customary for depositaries.

the withdrawal or amendment of any declaration, together with the date thereof;

the date of entry into force of this Protocol;

each declaration made in accordance with this Protocol, together with the date

(d)

IN WITNESS WHEREOF the undersigned Plenipotentiaries, having been duly authorised, have signed

this Protocol.

DONE at Cape Town, this sixteenth day of November, two thousand and one, in a single original in the

English, Arabic, Chinese, French, Russian and Spanish languages, all texts being equally authentic,

such authenticity to take effect upon verification by the Joint Secretariat of the Conference under the

authority of the President of the Conference within ninety days hereof as to the conformity of the texts

with one another.

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Annex

FORM OF IRREVOCABLE DE-REGISTRATION

AND EXPORT REQUEST AUTHORISATION

Annex referred to in Article XIII

[Insert Date]

To:

Re:

[Insert Name of Registry Authority]

Irrevocable De-Registration and Export Request Authorisation

The undersigned is the registered [operator] [owner]

of the [insert the airframe/helicopter

manufacturer name and model number] bearing manufacturers serial number [insert manufacturer’s

serial number] and registration [number] [mark] [insert registration number/mark] (together with all

installed, incorporated or attached accessories, parts and equipment, the “aircraft”).

This instrument is an irrevocable de-registration and export request authorisation issued by the

undersigned in favour of [insert name of creditor] (“the authorised party”) under the authority of

Article XIII of the Protocol to the Convention on International Interests in Mobile Equipment on

Matters specific to Aircraft Equipment. In accordance with that Article, the undersigned hereby

requests:

(i)

recognition that the authorised party or the person it certifies as its designee is the sole

person entitled to:

(a)

procure the de-registration of the aircraft from the [insert name of aircraft register]

maintained by the [insert name of registry authority] for the purposes of Chapter

III of the

Convention on International Civil Aviation,

signed at Chicago, on 7

December 1944, and

procure the export and physical transfer of the aircraft from [insert name of

country]; and

(b)

(ii)

confirmation that the authorised party or the person it certifies as its designee may take

the action specified in clause (i) above on written demand without the consent of the

undersigned and that, upon such demand, the authorities in [insert name of country] shall

co-operate with the authorised party with a view to the speedy completion of such

action.

The rights in favour of the authorised party established by this instrument may not be revoked

by the undersigned without the written consent of the authorised party.

Please acknowledge your agreement to this request and its terms by appropriate notation in the

space provided below and lodging this instrument in [insert name of registry authority].

Select the term that reflects the relevant nationality registration criterion.

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[insert name of operator/owner]

__________________________

Agreed to and lodged this

[insert date]

___________________________

[insert relevant notational details]

By: [insert name of signatory]

Its: [insert title of signatory]