First Canadian Offering Enhanced Equipment Trust Certificates

Air Canada closed its private offering of three tranches of Enhanced Equipment Trust Certificates (EETCs) in the aggregate face amount of US$714,534,000. This private offering is the first in Canada using EETCs under the Cape Town Convention , which was ratified in December 2012, and became effective April 1, 2013, in Canada.

The private offering consists of Class A certificates, Class B certificates and Class C certificates. Each class of certificates represents an interest in its respective pass-through trust with final expected maturity dates from 2018 to 2025. The trusts will use the proceeds from the offering to acquire equipment notes that will be issued to finance the acquisition of five new Boeing 777-300ER aircraft, which will be added to Air Canada's fleet and which are currently scheduled for delivery during the period from June 2013 to February 2014. The equipment notes will be secured by the aircraft being acquired, and the security interest in each of the aircraft will benefit from the protections of the Cape Town Convention on International Interests in Mobile Equipment and the Protocol thereto on Matters Specific to Aircraft Equipment, as enacted in Canada.

Air Canada was represented in-house by David Shapiro (vice president and general counsel), David Perez (assistant general counsel, corporate and commercial), Anna-Maria Masciotra (senior counsel, aircraft financing), Jeffrey Wood (senior counsel, commercial) and Theodore Colombo (counsel, commercial). Air Canada was also represented by Stikeman Elliott LLP with a team that included Robert Carelli, David Tardif and Jeremy Sculnick (corporate/ securities); and Sterling Dietze, Laura Salvati and Julien Lefebvre (banking). Davies Ward Phillips & Vineberg LLP acted as tax counsel to Air Canada with a team that included John Ulmer, Brian Bloom and Olivier Fournier. Vedder Price P.C. acted as US counsel to Air Canada with a team that included Dean Gerber, Marc Klyman, John Blatchford, Mathew Larvick, Clay Thomas, William Hadler and Michael Keeley.

The initial purchasers were represented by Blake, Cassels & Graydon LLP with a team that included Donald Gray, Nathan Cheifetz, Jason Macintyre, Auriol Marasco and Kellie-Ann Machete (aviation and aerospace group - aircraft financing); Pam Huff and Matthew Kanter (aviation insolvency); David Toswell, Tim Andison, Gordon Mc-Kenna and Ken Prichard (securities); Sébastien Vilder (aviation and aerospace group - aircraft financing (Quebec)), and Chris Van Loan (tax). Milbank, Tweed, Hadley & McCloy LLP acted as US counsel to the initial purchasers with a team that included Elihu Robertson, James Pascale and Samir Patel (transportation finance); Arnold Peinado, Kevin Macleod, Mindy Allen and Kaveh Namazie (securities); and Andrew Walker and Joanna Grossman (tax).

Morris James LLP's Lewis Ledyard, III, Michael Ledyard and Pamela Bechtold, acted as counsel to Indenture Trustee and Escrow Agent.

Dentons Canada LLP advised Citi Trust Company Canada in its role as SPV Trustee with a team led by Elana Hahn, which included Brian Cohen (tax/trusts) and Christina Luison (corporate).