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.Ryanair expects that any future commitments or guarantees issued by Ex-Im Bank will contain similarconditions.The terms of the facilities and the Ex-Im Bank guarantee require that Ryanair pay certain fees inconnection with such financings.In particular, these fees include arrangement fees paid to the facility arranger,and a commitment fee based on the unutilized and non-cancelled portion of the guarantee commencing 60 daysfrom the date of issuance of the guarantee and payable semi-annually in arrears.An exposure fee for theissuance of the guarantee on the date of delivery is also payable to Ex-Im Bank (based on the amount of theguarantee).Ryanair s payment of the applicable exposure fee to Ex-Im Bank (based on the amount of the loan92 provided) is eligible for financing under the facilities.Ryanair anticipates that similar fees will be incurred asadditional aircraft are delivered and financed.As part of its Ex-Im Bank guarantee-based financing of the Boeing 737-800s, Ryanair has entered intocertain lease agreements and related arrangements.Pursuant to these arrangements, legal title to the 199 aircraftdelivered and remaining in the fleet as of March 31, 2012 rests with a number of United States special purposevehicles (the SPVs ) in which Ryanair has no equity or other interest.The SPVs are the borrowers of recordunder the loans made or to be made under the facilities, with all of their obligations under the loans beingguaranteed by Ryanair Holdings.The shares of the SPVs (which are owned by an unrelated charitable association) are in turn pledged toa security trustee in favor of Ex-Im Bank and the lenders.Ryanair operates each of the aircraft pursuant to afinance lease it has entered into with the SPVs, the terms of which mirror those of the relevant loans under thefacilities.Ryanair has the right to purchase the aircraft upon termination of the lease for a nominal amount.Pursuant to this arrangement, Ryanair is considered to own the aircraft for accounting purposes under IFRS.Ryanair does not use special purpose entities for off-balance sheet financing or any other purpose which resultsin assets or liabilities not being reflected in Ryanair s consolidated financial statements.As of July 20, 2012, Ryanair had mandated a lender to provide financing for up to seven of its firm-order Boeing 737-800 aircraft under an Ex-Im Bank financing structure and the remaining four through the useof operating leases, including via sale-and-leaseback transactions.The future Ex-Im Bank guarantee-basedfinancing will be substantially based on terms and conditions similar to those described above.However, noassurance can be given that such financing will be available to Ryanair, or that the terms of any such financingwill be as advantageous to the Company as those available at the time of the facilities.Any inability of theCompany to obtain financing for the new aircraft on advantageous terms could have a material adverse effect onits business, results of operations and financial condition.The Company financed 72 of the Boeing 737-800 aircraft delivered between December 2003 andMarch 2012 under seven-year, sale-and-leaseback arrangements with a number of international leasingcompanies, pursuant to which each lessor purchased an aircraft and leased it to Ryanair under an operatinglease.Between October 2010 and March 2012, 13 operating lease aircraft were returned to the lessor at theagreed maturity date of the lease.At March 31, 2012, Ryanair had 59 operating lease aircraft in the fleet.As aresult, Ryanair operates, but does not own, these aircraft, which were leased to provide flexibility for the aircraftdelivery program.Ryanair has no right or obligation to acquire these aircraft at the end of the relevant leaseterms.Two of these leases are denominated in euro and require Ryanair to make variable rental payments thatare linked to EURIBOR.Through the use of interest rate swaps, Ryanair has effectively converted the floating-rate rental payments due pursuant to these leases into fixed-rate rental payments
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