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                                                                     EXHIBIT 4.1

March 25, 2002

International Lease Finance Corporation
1999 Avenue of The Stars
39th Floor
Los Angeles, CA 90067
Attn:  Pam Hendry, Treasurer


            Re:   Revolving Credit Facility

Ladies and Gentlemen:

      BANK OF AMERICA, N.A. (the "Lender") is pleased to make available to
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation (the
"Borrower"), a revolving credit facility on the terms and subject to the
conditions set forth below. Terms not defined herein have the meanings assigned
to them in Exhibit A hereto.

1.    THE FACILITY.

      (a)   THE COMMITMENT. Subject to the terms and conditions set forth
            herein, the Lender agrees to make available to the Borrower until
            the Maturity Date a revolving credit facility providing for loans
            ("Loans") in an aggregate principal amount not exceeding at any time
            $250,000,000 (the "Commitment"). Within the foregoing limit, the
            Borrower may borrow, repay and reborrow Loans until the Maturity
            Date.

      (b)   BORROWINGS, CONVERSIONS, CONTINUATIONS. The Borrower may request
            that Loans be (i) made as or converted to Base Rate Loans by
            irrevocable notice to be received by the Lender not later than 11:00
            am, on the Business Day of the borrowing or conversion, or (ii) made
            or continued as, or converted to, Eurodollar Rate Loans by
            irrevocable notice to be received by the Lender not later than 11:00
            a.m., three Business Days prior to the Business Day of the
            borrowing, continuation or conversion. If the Borrower fails to give
            a notice of conversion or continuation prior to the end of any
            Interest Period in respect of any Eurodollar Rate Loan, the Borrower
            shall be deemed to have requested that such Loan be converted to a
            Base Rate Loan on the last day of the applicable Interest Period. If
            the Borrower requests that a Loan be continued as or converted to a
            Eurodollar Rate Loan, but fails to specify an Interest Period with
            respect thereto, the Borrower shall be deemed to have selected an
            Interest Period of one month. Notices pursuant to this Paragraph
            1(b) may be given by telephone if promptly confirmed in writing.



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            Each Eurodollar Rate Loan shall be in a principal amount of
            $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each
            Base Rate Loan shall be in a minimum principal amount of $5,000,000.
            Loans will be made by crediting the Borrower's account with Lender.

      (c)   INTEREST. At the option of the Borrower, Loans shall bear interest
            at a rate per annum equal to (i) the Eurodollar Rate plus the Margin
            set forth in Schedule I, or (ii) the Base Rate. Interest on Base
            Rate Loans shall be calculated on the basis of a year of 365 or 366
            days and actual days elapsed. All other interest hereunder shall be
            calculated on the basis of a year of 360 days and actual days
            elapsed.

            The Borrower promises to pay interest (i) for each Eurodollar Rate
            Loan, (A) on the last day of the applicable Interest Period, and, if
            the Interest Period is longer than three months, on the respective
            dates that fall every three months after the beginning of the
            Interest Period, and (B) on the date of any conversion of such Loan
            to a Base Rate Loan; (ii) for Base Rate Loans, on the last Business
            Day of each calendar quarter; and (iii) for all Loans, on the
            Maturity Date. If the time for any payment is extended by operation
            of law or otherwise, interest shall continue to accrue for such
            extended period.

            After the date any principal amount of any Loan is due and payable
            (whether on the Maturity Date, upon acceleration or otherwise), or
            after any other monetary obligation hereunder shall have become due
            and payable, the Borrower shall pay, but only to the extent
            permitted by law, interest (after as well as before judgment) on
            such amounts at a rate per annum equal to the Base Rate plus 2%.
            Such interest shall be payable on demand.

            In no case shall interest hereunder exceed the amount that the
            Lender may charge or collect under applicable law.

      (d)   EVIDENCE OF LOANS. The Loans and all payments thereon shall be
            evidenced by the Lender's loan accounts and records; provided,
            however, that upon the request of the Lender, the Loans may be
            evidenced by a promissory note in the form of Exhibit B hereto in
            addition to such loan accounts and records. Such loan accounts,
            records and promissory note shall be rebuttable presumptive evidence
            of the amount of the Loans and payments thereon. Any failure to
            record any Loan or payment thereon or any error in doing so shall
            not limit or otherwise affect the obligation of the Borrower to pay
            any amount owing with respect to the Loans.

      (e)   FEES. The Borrower agrees to pay to the Lender an annual facility
            fee computed by multiplying the average daily amount of the
            Commitment by the percentage determined with respect to such
            facility fee in accordance with Schedule I hereto. The Borrower
            further agrees to pay to the Lender, for each period in which the
            outstanding aggregate principal balance of the Loans exceeds the
            percentages set forth in Schedule I, a utilization fee calculated by
            multiplying the average outstanding amount of Loans outstanding
            during such period by the rates set forth in Schedule I. Such fees
            shall be payable in arrears on the last Business Day of



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            each calendar quarter (and each applicable quarter with respect to
            the utilization fee) and on the Maturity Date, and calculated on the
            basis of a year of 360 days and actual days elapsed.

      (f)   REPAYMENT. The Borrower promises to pay all Loans then outstanding
            on the Maturity Date.

            The Borrower shall make all payments required hereunder not later
            than 3:00 p.m., on the date of payment in same day funds in Dollars
            at the office of the Lender located at 901 Main Street, 14th Floor,
            Dallas, Texas 75202, or such other address as the Lender may from
            time to time designate in writing.

            All payments by the Borrower to the Lender hereunder shall be made
            to the Lender in full without set-off or counterclaim and free and
            clear of and exempt from, and without deduction or withholding for
            or on account of, any present or future taxes, levies, imposts,
            duties or charges of whatsoever nature imposed by any government or
            any political subdivision or taxing authority thereof. The Borrower
            shall reimburse the Lender for any taxes imposed on or withheld from
            such payments (other than taxes imposed on the Lender's income, and
            franchise taxes imposed on the Lender, by the jurisdiction under the
            laws of which the Lender is organized or any political subdivision
            thereof).

      (g)   PREPAYMENTS. The Borrower may, upon three Business Days' notice, in
            the case of Eurodollar Rate Loans, and upon same-day notice in the
            case of Base Rate Loans, prepay Loans on any Business Day; provided
            that the Borrower pays all Breakage Costs (if any) associated with
            such prepayment on the date of such prepayment. Prepayments of
            Eurodollar Rate Loans must be accompanied by a payment of interest
            on the amount so prepaid. Prepayments must be in a principal amount
            of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

      (h)   COMMITMENT REDUCTIONS. The Borrower may, upon five Business Days'
            notice, reduce or cancel the undrawn portion of the Commitment,
            provided, that the amount of such reduction is not less than
            $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

2.    CONDITIONS PRECEDENT.

      (a)   CONDITIONS PRECEDENT TO EFFECTIVENESS. As a condition precedent to
            the effectiveness of this Agreement, the Lender must receive the
            following from the Borrower in form satisfactory to the Lender:

            (i)   the enclosed duplicate of this Agreement duly executed and
                  delivered on behalf of the Borrower;

            (ii)  payment of fees to the Lender in the amount of $200,000; and

            (iii) such other documents and certificates (including legal
                  opinions) as the Lender may reasonably request.



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      (b)   CONDITIONS TO EACH BORROWING, CONTINUATION AND CONVERSION. As a
            condition precedent to each borrowing (including the initial
            borrowing), conversion and continuation of any Loan:

            (i)   The Borrower must furnish the Lender with, as appropriate, a
                  notice of borrowing, conversion or continuation and with
                  respect to the initial borrowing, a certified borrowing
                  resolution or other evidence of the Borrower's authority to
                  execute this Agreement and authority to borrow and certificate
                  of incumbency; and if requested by the Lender a promissory
                  note as contemplated in Paragraph 1(d) above;

            (ii)  Each representation and warranty set forth in Paragraph 3
                  below shall be true and correct in all material respects as if
                  made on the date of such borrowing, continuation or
                  conversion;

            (iii) The Condition Precedent in Section 10.1.3 (Litigation) of the
                  Incorporated Agreement is hereby incorporated by reference as
                  a condition to each borrowing hereunder, and all references to
                  the terms in such section shall have the meanings as set forth
                  in Paragraph 3 herein, or if not listed therein, then in the
                  defined terms of the Incorporated Agreement; and

            (iv)  No Default or Event of Default shall have occurred and be
                  continuing on the date of such borrowing, continuation or
                  conversion.

            Each notice of borrowing and notice of conversion or continuation
            shall be deemed a representation and warranty by the Borrower that
            the conditions referred to in clauses (ii) and (iii) above have been
            met.

3.    REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants the
      representations and warranties applicable to it contained in Section 8
      (except Sections 8.9(a) and 8.17) (Representations and Warranties) of the
      Incorporated Agreement. The representations and warranties of the Borrower
      referred to in the preceding sentence (including all defined terms
      referred to therein) are hereby incorporated herein by reference as if set
      forth in full herein with appropriate substitutions, including the
      following:

      (a)   all references to "THIS AGREEMENT" shall be deemed to be references
            to this Agreement;

      (b)   all references to "THE COMPANY" shall be deemed to be references to
            the Borrower;

      (c)   all references to "THE AGENT", "THE BANKS" and the "REQUIRED BANKS"
            shall be deemed to be references to the Lender;

      (d)   all references to "NOTES" shall be deemed to be references to any
            promissory notes issued hereunder;



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      (e)   all references to "UNMATURED EVENT OF DEFAULT" and "EVENT OF
            DEFAULT" shall be deemed to be references to a Default and an Event
            of Default, respectively; and

      (f)   all references to "LOANS" shall be deemed to be references to the
            Loans.

      All such representations and warranties so incorporated herein by
      reference shall survive any termination, cancellation, discharge or
      replacement of the Incorporated Agreement.

4.    COVENANTS. So long as principal of and interest on any Loan or any other
      amount payable hereunder or under any other Loan Document remains unpaid
      or unsatisfied and the Commitment has not been terminated, the Borrower
      shall comply with all the covenants and agreements applicable to it
      contained in Section 9 (Covenants) of the Incorporated Agreement. The
      covenants and agreements of the Borrower referred to in the preceding
      sentence (including all defined terms referred to therein) are hereby
      incorporated herein by reference as if set forth in full herein with
      appropriate substitutions, including the following:

      (a)   all references to "THIS AGREEMENT" shall be deemed to be references
            to this Agreement;

      (b)   all references to "THE COMPANY" shall be deemed to be references to
            the Borrower;

      (c)   all references to "THE AGENT", "THE BANKS" and the "REQUIRED BANKS"
            shall be deemed to be references to the Lender;

      (d)   all references to "UNMATURED EVENT OF DEFAULT" and "EVENT OF
            DEFAULT" shall be deemed to be references to a Default and an Event
            of Default, respectively;

      (e)   all references to "NOTES" shall be deemed to be references to any
            promissory notes issued hereunder;

      (f)   all references to "ERNST & YOUNG" shall be deemed to be references
            to PricewaterhouseCoopers LLP; and

      (g)   all references to "LOANS" shall be deemed to be references to the
            Loans.

      All such covenants and agreements so incorporated herein by reference
      shall survive any termination, cancellation, discharge or replacement of
      the Incorporated Agreement.

5.    EVENTS OF DEFAULT. The following are "Events of Default:"

      (a)   The Borrower fails to pay any principal of any Loan as and on the
            date when due; or

      (b)   The Borrower fails to pay any interest on any Loan, or any
            commitment fee due hereunder, or any portion thereof, within three
            days after the date when due; or



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            the Borrower fails to pay any other fee or amount payable to the
            Lender under any Loan Document, or any portion thereof, within five
            days after the date due; or

      (c)   The Borrower fails to comply with any covenant or agreement
            incorporated herein by reference pursuant to Paragraph 4 above,
            subject to any applicable grace period and/or notice requirement set
            forth in Section 11 of the Incorporated Agreement (it being
            understood and agreed that any such notice requirement shall be met
            by the Lender's giving the applicable notice to the Borrower
            hereunder and Business Day shall have the meaning hereunder); or

      (d)   Any representation or warranty in any Loan Document or in any
            certificate, agreement, instrument or other document made or
            delivered by the Borrower pursuant to or in connection with any Loan
            Document proves to have been incorrect when made or deemed made; or

      (e)   Any "Event of Default" specified in Sections 11.1.2, 11.1.3, 11.1.6,
            11.1.7, or 11.1.8 of the Incorporated Agreement occurs and is
            continuing, without giving effect to any amendment thereof pursuant
            to the Incorporated Agreement, it being agreed that each such "Event
            of Default" shall survive any termination, cancellation, discharge
            or replacement of the Incorporated Agreement. The aforementioned
            sections of the Incorporated Agreement shall have the following
            meanings for purposes hereof: all references to the terms in such
            Sections shall have the meanings as set forth in Paragraph 3 herein,
            or if not listed therein, then in the defined terms of the
            Incorporated Agreement;

      Upon the occurrence of an Event of Default, the Lender may declare the
      Commitment to be terminated, whereupon the Commitment shall be terminated,
      and/or declare all sums outstanding hereunder and under the other Loan
      Documents, including all interest thereon, to be immediately due and
      payable, whereupon the same shall become and be immediately due and
      payable, without notice of default, presentment or demand for payment,
      protest or notice of nonpayment or dishonor, or other notices or demands
      of any kind or character, all of which are hereby expressly waived;
      provided, however, that upon the occurrence of any event specified in
      Section 11.1.3 of the Incorporated Agreement, the Commitment shall
      automatically terminate, and all sums outstanding hereunder and under each
      other Loan Document, including all interest thereon, shall become and be
      immediately due and payable, without notice of default, presentment or
      demand for payment, protest or notice of nonpayment or dishonor, or other
      notices or demands of any kind or character, all of which are hereby
      expressly waived.

6.    MISCELLANEOUS.

      (a)   All financial computations required under this Agreement shall be
            made, and all financial information required under this Agreement
            shall be prepared, in accordance with generally accepted accounting
            principles consistently applied.

      (b)   All references herein and in the other Loan Documents to any time of
            day shall mean the local (standard or daylight, as in effect) time
            of Dallas, Texas.



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      (c)   The Borrower shall be obligated to pay all Breakage Costs.

      (d)   If at any time the Lender, in its sole discretion, determines that
            (i) deposits in the amount of any requested Eurodollar Rate Loan for
            any requested Interest Period are not available to the Lender in the
            offshore Dollar interbank market, or (ii) the Eurodollar Rate does
            not accurately reflect the funding cost to the Lender of lending
            such Loans, the Lender's obligation to make Eurodollar Rate Loans
            shall cease for the period during which such circumstance exists.

      (e)   The Borrower shall reimburse or compensate the Lender, upon demand,
            for all costs incurred, losses suffered or payments made by the
            Lender which are applied or reasonably allocated by the Lender to
            the transactions contemplated herein (all as determined by the
            Lender in its reasonable discretion) by reason of any and all future
            reserve, deposit, capital adequacy or similar requirements against
            (or against any class of or change in or in the amount of) assets,
            liabilities or commitments of, or extensions of credit by, the
            Lender; and compliance by the Lender with any future directive, or
            requirements from any regulatory authority, whether or not having
            the force of law.

      (f)   No amendment or waiver of any provision of this Agreement (including
            any provision of the Incorporated Agreement incorporated herein by
            reference pursuant to Paragraph 4 above and any waiver of Paragraph
            5(d) or Paragraph 5(e) above) or of any other Loan Document and no
            consent by the Lender to any departure therefrom by the Borrower
            shall be effective unless such amendment, waiver or consent shall be
            in writing and signed by a duly authorized officer of the Lender,
            and any such amendment, waiver or consent shall then be effective
            only for the period and on the conditions and for the specific
            instance specified in such writing. No failure or delay by the
            Lender in exercising any right, power or privilege hereunder shall
            operate as a waiver thereof, nor shall any single or partial
            exercise thereof preclude any other or further exercise thereof or
            the exercise of any other rights, power or privilege.

      (g)   Except as otherwise expressly provided herein, notices and other
            communications to each party provided for herein shall be in writing
            and shall be delivered by hand or overnight courier service, mailed
            or sent by telecopy to the address provided from time to time by
            such party. Any such notice or other communication sent by overnight
            courier service, mail or telecopy shall be effective on the earlier
            of actual receipt and (i) if sent by overnight courier service, the
            scheduled delivery date, (ii) if sent by mail, the fourth Business
            Day after deposit in the U.S. mail first class postage prepaid, and
            (iii) if sent by telecopy, when transmission in legible form is
            complete. All notices and other communications sent by the other
            means listed in the first sentence of this paragraph shall be
            effective upon receipt. Notwithstanding anything to the contrary
            contained herein, all notices (by whatever means) to the Lender
            pursuant to Paragraph 1(b) hereof shall be effective only upon
            receipt. Any notice or other communication permitted to be given,
            made or confirmed by telephone hereunder shall be given, made or
            confirmed by means of a telephone call to the intended



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            recipient at the number specified in writing by such Person for such
            purpose, it being understood and agreed that a voicemail message
            shall in no event be effective as a notice, communication or
            confirmation hereunder.

            Absent manifest error, the Lender shall be entitled to rely and act
            upon any notices (including telephonic notices of borrowings,
            conversions and continuations) purportedly given by or on behalf of
            the Borrower even if (i) such notices were not made in a manner
            specified herein, were incomplete or were not preceded or followed
            by any other form of notice specified herein, or (ii) the terms
            thereof, as understood by the recipient, varied from any
            confirmation thereof. The Borrower shall indemnify the Lender, its
            affiliates and the officers, directors, employees, agents and
            attorneys-in-fact of the Lender and such affiliates from all losses,
            costs, expenses and liabilities resulting from the reliance by such
            Person on each notice purportedly given by or on behalf of the
            Borrower except with respect to the Lender's gross negligence or
            willful misconduct. All telephonic notices to and other
            communications with the Lender may be recorded by the Lender, and
            the Borrower hereby consents to such recording.

      (h)   This Agreement shall inure to the benefit of the parties hereto and
            their respective successors and assigns, except that the Borrower
            may not assign its rights and obligations hereunder. The Lender may
            at any time (i) assign all of its rights and obligations hereunder
            to any other Person with the consent of the Borrower, such consent
            not to be unreasonably withheld, (provided that no such consent
            shall be required if the assignment is to an affiliate of the Lender
            or if a Default or Event of Default exists), and with respect to
            partial assignments, upon the consent of the Borrower and mutually
            agreeable documentation which provides that Bank of America (or such
            other entity as is agreed upon by the Lender and the Borrower) shall
            act as agent for itself and all assigns and (ii) grant to any other
            Person participating interests in all or part of its rights and
            obligations hereunder without notice to the Borrower. The Borrower
            agrees to execute any documents reasonably requested by the Lender
            in connection with any such assignment. All information provided by
            or on behalf of the Borrower to the Lender or its affiliates may be
            furnished by the Lender to its affiliates and to any actual or
            proposed assignee or participant.

      (i)   The Borrower shall pay the Lender, on demand, all reasonable
            out-of-pocket expenses and legal fees (including the allocated costs
            for in-house legal services) incurred by the Lender in connection
            with the enforcement of this Agreement or any instruments or
            agreements executed in connection herewith.

      (j)   The Borrower agrees to indemnify, save and hold harmless the Lender,
            its affiliates, and their respective directors, officers, agents,
            attorneys and employees (collectively the "Indemnitees") from and
            against: (i) any and all claims, demands, actions or causes of
            action that are asserted against any Indemnitee by any Person
            relating directly or indirectly to a claim, demand, action or cause
            of action that such Person asserts or may assert against the
            Borrower or any of its affiliates, officers or directors; (ii) any
            and all claims, demands, actions or causes



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            of action arising out of or relating to, the Loan Documents, any
            predecessor loan documents, the Commitment, the use or contemplated
            use of the proceeds of any Loan, or the relationship of the Borrower
            and the Lender under this Agreement; (iii) any administrative or
            investigative proceeding by any governmental authority arising out
            of or related to a claim, demand, action or cause of action
            described in clause (i) or (ii) above; and (iv) any and all
            liabilities, losses, costs or expenses (including legal fees, which
            shall include the allocated costs for in-house legal services) that
            any Indemnitee suffers or incurs as a result of the assertion of any
            foregoing claim, demand, action, cause of action or proceeding, or
            as a result of the preparation of any defense in connection with any
            foregoing claim, demand, action, cause of action or proceeding, in
            all cases, whether or not an Indemnitee is a party to such claim,
            demand, action, cause of action or proceeding, including those
            liabilities caused by an Indemnitee's own negligence; provided that
            no Indemnitee shall be entitled to indemnification for any loss
            caused by its own gross negligence or willful misconduct or for any
            loss asserted against it by another Indemnitee.

      (k)   If any provision of this Agreement or any other Loan Document shall
            be held invalid or unenforceable in whole or in part, such
            invalidity or unenforceability shall not affect the remaining
            provisions hereof or thereof.

      (l)   This Agreement may be executed in one or more counterparts, and each
            counterpart, when so executed, shall be deemed an original but all
            such counterparts shall constitute but one and the same instrument.

      (m)   This Agreement and the other Loan Documents are governed by, and
            shall be construed in accordance with, the laws of the State of
            Illinois and the applicable laws of the United States of America.
            The Borrower hereby submits to the nonexclusive jurisdiction of the
            United States District Court and each state court in the City of
            Chicago, Illinois for the purposes of all legal proceedings arising
            out of or relating to any of the Loan Documents or the transactions
            contemplated thereby. The Borrower irrevocably consents to the
            service of any and all process in any such action or proceeding by
            the mailing of copies of such process to the Borrower at its address
            set forth beneath its signature hereto. The Borrower irrevocably
            waives, to the fullest extent permitted by law, any objection which
            it may now or hereafter have to the laying of the venue of any such
            proceeding brought in such a court and any claim that any such
            proceeding brought in such a court has been brought in an
            inconvenient forum.

      (n)   THE BORROWER AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A
            TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING
            OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
            TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.



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      (o)   THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
            AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
            EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
            THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
            PARTIES.

      Upon the effectiveness of this Agreement, that certain Revolving Credit
Agreement dated as of May 1, 1995, as amended from time to time, between the
Borrower and the Lender shall be terminated. Please indicate your acceptance of
the Commitment on the foregoing terms and conditions by returning an executed
copy of this Agreement to the undersigned.

                                          BANK OF AMERICA, N.A.

                                          By:___________________________________

                                          Name:_________________________________

                                          Title:________________________________


Accepted and Agreed to as of the date first written above:

INTERNATIONAL LEASE FINANCE CORPORATION

By:___________________________________

Name:_________________________________

Title:________________________________



By:___________________________________

Name:_________________________________

Title:________________________________



Date:_________________________________



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                                                                       EXHIBIT A

                                   DEFINITIONS

Agreement:              This letter agreement, as amended, restated, extended,
                        supplemented or otherwise modified in writing from time
                        to time.

Base Rate:              For any day, a fluctuating rate per annum equal to the
                        higher of (a) the Federal Funds Rate plus 1/2 of 1% and
                        (b) the rate of interest in effect for such day as
                        publicly announced from time to time by the Lender as
                        its "prime rate." The Lender's prime rate is a rate set
                        by the Lender based upon various factors including the
                        Lender's costs and desired return, general economic
                        conditions and other factors, and is used as a reference
                        point for pricing some loans, which may be priced at,
                        above, or below such announced rate. Any change in the
                        prime rate announced by the Lender shall take effect at
                        the opening of business on the day specified in the
                        public announcement of such change.

Base Rate Loan:         A Loan bearing interest based on the Base Rate.

Breakage Costs:         Any loss, cost or expense incurred by the Lender
                        (including any loss of anticipated profits and any loss
                        or expense arising from the liquidation or reemployment
                        of funds obtained by the Lender to maintain the relevant
                        Eurodollar Rate Loan or from fees payable to terminate
                        the deposits from which such funds were obtained) as a
                        result of (i) any continuation, conversion, payment or
                        prepayment of any Eurodollar Rate Loan on a day other
                        than the last day of the Interest Period therefor
                        (whether voluntary, mandatory, automatic, by reason of
                        acceleration, or otherwise); or (ii) any failure by the
                        Borrower (for a reason other than the failure of the
                        Lender to make a Loan when all conditions to making such
                        Loan have been met by the Borrower in accordance with
                        the terms hereof) to prepay, borrow, continue or convert
                        any Eurodollar Rate Loan on a date or in the amount
                        notified by the Borrower. The certificate of the Lender
                        as to its costs of funds, losses and expenses incurred
                        shall be conclusive absent manifest error.

Business Day:           Any day other than a Saturday, Sunday, or other day on
                        which commercial banks are authorized to close under the
                        laws of, or are in fact closed in, the State Texas where
                        the Lender's lending office is located and, if such day
                        relates to any Eurodollar Rate Loan, means any such day
                        on which dealings in Dollar deposits are conducted by
                        and between banks in the offshore Dollar interbank
                        market.

Default:                Any event that, with the giving of any notice, the
                        passage of time, or both, would be an Event of Default.

Dollar or $:            The lawful currency of the United States of America.


<PAGE>

Eurodollar Rate:        For any Interest Period with respect to any Eurodollar
                        Rate Loan, a rate per annum determined pursuant to the
                        following formula:


                                                   Eurodollar Base Rate
                        Eurodollar Rate = -------------------------------------
                                          1.00 -- Eurodollar Reserve Percentage

                        Where,

                              "Eurodollar Base Rate" means, for such Interest
                              Period:

                                    (a)   the rate per annum equal to the rate
                              determined by the Lender to be the offered rate
                              that appears on the page of the Telerate screen
                              that displays an average British Bankers
                              Association Interest Settlement Rate for deposits
                              in Dollars (for delivery on the first day of such
                              Interest Period) with a term equivalent to such
                              Interest Period, determined as of approximately
                              11:00 a.m. (London time) two Business Days prior
                              to the first day of such Interest Period, or

                                    (b)   in the event the rate referenced in
                              the preceding subsection (a) does not appear on
                              such page or service or such page or service shall
                              cease to be available, the rate per annum equal to
                              the rate determined by the Lender to be the
                              offered rate on such other page or other service
                              that displays an average British Bankers
                              Association Interest Settlement Rate for deposits
                              in Dollars (for delivery on the first day of such
                              Interest Period) with a term equivalent to such
                              Interest Period, determined as of approximately
                              11:00 a.m. (London time) two Business Days prior
                              to the first day of such Interest Period, or

                                    (c)   in the event the rates referenced in
                              the preceding subsections (a) and (b) are not
                              available, the rate per annum determined by the
                              Lender as the rate of interest (rounded upward to
                              the next 1/100th of 1%) at which deposits in
                              Dollars for delivery on the first day of such
                              Interest Period in same day funds in the
                              approximate amount of the Eurodollar Rate Loan
                              being made, converted or continued and with a term
                              equivalent to such Interest Period would be
                              offered by the Lender's London Branch to major
                              banks in the offshore Dollar market at their
                              request at approximately 11:00 a.m. (London time)
                              two Business Days prior to the first day of such
                              Interest Period.


<PAGE>



                              "Eurodollar Reserve Percentage" means, for any day
                              during any Interest Period, the reserve percentage
                              (expressed as a decimal, rounded upward to the
                              next 1/100th of 1%) in effect on such day
                              applicable to the Lender under regulations issued
                              from time to time by the Board of Governors of the
                              Federal Reserve System for determining the maximum
                              reserve requirement (including any emergency,
                              supplemental or other marginal reserve
                              requirement) with respect to Eurocurrency funding
                              (currently referred to as "Eurocurrency
                              liabilities"). The Eurodollar Rate for each
                              outstanding Eurodollar Rate Loan shall be adjusted
                              automatically as of the effective date of any
                              change in the Eurodollar Reserve Percentage.

Eurodollar Rate Loan:   A Loan bearing interest based on the Eurodollar Rate.

Event of Default:       Has the meaning set forth in Paragraph 5.

Federal Funds Rate:     For any day, the rate per annum (rounded upwards, if
                        necessary, to the nearest 1/100 of 1%) equal to the
                        weighted average of the rates on overnight Federal funds
                        transactions with members of the Federal Reserve System
                        arranged by Federal funds brokers on such day, as
                        published by the Federal Reserve Bank of New York on the
                        Business Day next succeeding such day; provided that (a)
                        if such day is not a Business Day, the Federal Funds
                        Rate for such day shall be such rate on such
                        transactions on the next preceding Business Day as so
                        published on the next succeeding Business Day, and (b)
                        if no such rate is so published on such next succeeding
                        Business Day, the Federal Funds Rate for such day shall
                        be the average rate charged to the Lender on such day on
                        such transactions as determined by the Lender.

Incorporated Agreement: The $1,500,000,000.00 Second Amended and Restated
                        364-Day Revolving Credit Agreement dated as of January
                        17, 2002 (which amended the Amended and Restated 364-Day
                        Credit Agreement dated as of November 15, 2000, which
                        amended the 364-Day Revolving Credit Agreement, dated as
                        of November 17, 1999, as amended by Amendment No. 1
                        dated November 14, 2001), among the Borrower, Citicorp
                        USA, Inc., as Administrative Agent and the other banks
                        that are parties thereto. Unless otherwise specified
                        herein, all references to the Incorporated Agreement
                        shall mean the Incorporated Agreement as in effect on
                        the date hereof, without giving effect to any amendment,
                        supplement or other modification thereto or thereof
                        after the date hereof.


<PAGE>

Interest Period:        For each Eurodollar Rate Loan, (a) initially, the period
                        commencing on the date the Eurodollar Rate Loan is
                        disbursed or converted from a Base Rate Loan and (b)
                        thereafter, the period commencing on the last day of the
                        preceding Interest Period, and, in each case, ending on
                        the earlier of (x) the Maturity Date and (y) one, two,
                        three or six months thereafter, as requested by the
                        Borrower; provided that:

                                    (i)   any Interest Period that would
                              otherwise end on a day that is not a Business Day
                              shall be extended to the next succeeding Business
                              Day unless such Business Day falls in another
                              calendar month, in which case such Interest Period
                              shall end on the next preceding Business Day; and

                                    (ii)  any Interest Period which begins on
                              the last Business Day of a calendar month (or on a
                              day for which there is no numerically
                              corresponding day in the calendar month at the end
                              of such Interest Period) shall end on the last
                              Business Day of the calendar month at the end of
                              such Interest Period.

Loan Documents:         This Agreement, and each promissory note, certificate,
                        fee letter, and other instrument, document or agreement
                        delivered in connection with this Agreement.

Maturity Date:          March 24, 2003, or such earlier date on which the
                        Commitment may terminate in accordance with the terms
                        hereof.

Person:                 Any individual, trustee, corporation, general
                        partnership, limited partnership, limited liability
                        company, joint stock company, trust, unincorporated
                        organization, bank, business association, firm, joint
                        venture, or governmental authority.


<PAGE>

                                                                       EXHIBIT B

                             FORM OF PROMISSORY NOTE

[$__________________]                                    ________________, _____


      FOR VALUE RECEIVED, the undersigned, INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation, (the "Borrower"), hereby promises to pay
to the order of BANK OF AMERICA, N.A. (the "Lender") the principal sum of
[______________________] Dollars ($[____________]) or, if less, the aggregate
unpaid principal amount of all Loans made by the Lender to the Borrower pursuant
to the letter agreement, dated as of even date herewith (such letter agreement,
as it may be amended, restated, extended, supplemented or otherwise modified
from time to time, being hereinafter called the "Agreement"), between the
Borrower and the Lender, on the Maturity Date. The Borrower further promises to
pay interest on the unpaid principal amount of the Loans evidenced hereby from
time to time at the rates, on the dates, and otherwise as provided in the
Agreement.

      The loan account records maintained by the Lender shall at all times be
conclusive evidence, absent manifest error, as to the amount of the Loans and
payments thereon; provided, however, that any failure to record any Loan or
payment thereon or any error in doing so shall not limit or otherwise affect the
obligation of the Borrower to pay any amount owing with respect to the Loans.

      This promissory note is the promissory note referred to in, and is
entitled to the benefits of, the Agreement, which Agreement, among other things,
contains provisions for acceleration of the maturity of the Loans evidenced
hereby upon the happening of certain stated events and also for prepayments on
account of principal of the Loans prior to the maturity thereof upon the terms
and conditions therein specified.

      Unless otherwise defined herein, terms defined in the Agreement are used
herein with their defined meanings therein. This promissory note shall be
governed by, and construed in accordance with, the laws of the State of
Illinois.

                                         INTERNATIONAL LEASE FINANCE CORPORATION

                                         By_____________________________________

                                         Name___________________________________

                                         Title__________________________________


<PAGE>

                                   Schedule I

                                Fees and Margins

                                (in basis points)

<TABLE>
<CAPTION>
---------------   -------------   -------------   ------------   -------------   -------------   ------------
                  Level I         Level II        Level III      Level IV        Level V         Level VI
                  Pricing         Pricing         Pricing        Pricing         Pricing         Pricing
---------------   -------------   -------------   ------------   -------------   -------------   ------------
<S>               <C>             <C>             <C>            <C>             <C>             <C>
Facility Fee      7.0             8.0             9.0            10.0            12.5            17.5
---------------   -------------   -------------   ------------   -------------   -------------   ------------
Margins           8.0             17.0            26.0           35.05           47.5            57.5
Eurodollar
---------------   -------------   -------------   ------------   -------------   -------------   ------------
Utilization
Fee Rate:

In excess of
33.33%            5.0             5.0             5.0            5.0             5.0             10.0

In excess of      10.0            10.0            10.0           15.0            15.0            25.0
66.66%

---------------   -------------   -------------   ------------   -------------   -------------   ------------
</TABLE>


      For purposes of this Schedule, the following terms have the following
meanings:

                  "Level I Pricing" means the pricing during any period during
      which the Company's long-term senior unsecured debt is rated AA or higher
      by S&P or Aa2 or higher by Moody's.

                  "Level II Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated AA- or
      higher by S&P or Aa3 or higher by Moody's and (ii) Level I Pricing does
      not apply.

                  "Level III Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A+ or
      higher by S&P or A1 or higher by Moody's and (ii) neither Level I Pricing
      nor Level II Pricing applies.

                  "Level IV Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A or
      higher by S&P or A2 or higher by Moody's and (ii) none of Level I Pricing,
      Level II Pricing and Level III Pricing applies.


<PAGE>

                  "Level V Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A- or
      higher by S&P or A3 or higher by Moody's and (ii) none of Level I Pricing,
      Level II Pricing, Level III Pricing and Level IV Pricing applies.

                  "Level VI Pricing" means the pricing during any period during
      which no other Pricing Level applies.

                  "Moody's" means Moody's Investors Service, Inc. or any
      successor corporation thereto.

                  "Pricing Level" means Level I Pricing, Level II Pricing, Level
      III Pricing, Level IV Pricing, Level V Pricing and Level VI Pricing.

                  "S & P's" means Standard & Poor's Ratings Group, a division of
      McGraw Hill, Inc., or any successor corporation thereto.

            Any change in fees or margins by reason of a change in S&P's rating
or Moody's rating shall become effective on the date of announcement or
publication by the respective rating agencies of a change in such rating or, in
the absence of such announcement or publication, on the effective date of such
changed rating.

            If S&P's rating and Moody's rating differ by more than one rating
level, then the applicable Pricing Level shall be one rating level higher than
the Pricing Level resulting from the application of the lower of such ratings.