exv10w1






Exhibit 10.1




Extension Letter





	To: 	 	the Addressees listed in Schedule 2





29 May 2008




Dear Sirs



Facility
Agreement dated 18 May 2004 relating to the financing of certain Airbus aircraft





	1.	 	We refer to an aircraft facility agreement dated 18 May 2004 (as amended from time to time)
between the banks and financial institutions named therein (as
lenders), Bank of Scotland
plc, London Branch (as lead manager, security trustee and agent), Bank of Scotland plc,
Frankfurt Branch (as lead manager), Bank of Scotland plc, Paris Branch (as lead manager),
Whitney Leasing Limited (as borrower), Aircraft SPC-12, Inc. (as borrower parent) and
International Lease Finance Corporation (as guarantor and subordinated lender) (the “Facility
Agreement”).
	 
	2.	 	Save as otherwise provided herein, words and expressions used in this extension letter shall
have the same meaning ascribed to them in the Facility Agreement.
	 
	3.	 	The Borrower, the Borrower Parent and the Guarantor have requested that the Availability
Period be extended and that certain further amendments (as more particularly described below)
are made to the terms of the Facility Agreement. The Agent (for and on behalf of itself and
the Lenders), the Security Trustee, the Lead Managers and the Original Lender will consent to
this request upon and subject to the terms of this extension letter.
	 
	4.	 	Each of the parties hereto hereby agrees that with effect from the date hereof:






	 	(a)	 	the Availability Period is extended to cover the period up to and including 31
May 2009; and
	 
	 	(b)	 	the list of Eligible Aircraft set out in Schedule 5 Part A of the Facility
Agreement shall be replaced by the list of aircraft set out in Schedule 1 hereto. All
references to ‘Eligible Aircraft’ in the Facility Agreement shall henceforth be treated
as a reference to Schedule 1 hereto and the Facility Agreement shall be read and
construed accordingly;






	5.	 	Each of the Borrower, the Borrower Parent and the Guarantor hereby repeats the
representations and warranties set out in Clause 6.1 and Clause 6.2 of the Facility
Agreement, to the extent relevant to each party.
	 
	6.	 	Save as specified herein, the terms and conditions of the Facility Agreement shall continue
in full force and effect.
	 
	7.	 	A person who is not a party to this extension letter shall have no rights under the
Contracts (Rights of Third Parties) Act 1999.




 









 












	8.	 	This extension letter shall be governed by and construed in accordance with English
law.
	 
	9.	 	The provisions of Clause 23.2 to Clause 23.6 inclusive of the Facility Agreement
are hereby incorporated into this extension letter mutatis mutandis, with all references
therein to ‘this Agreement’ being treated as a reference to this extension letter.





Yours faithfully




/s/ Pamela S. Hendry

 

WHITNEY LEASING LIMITED




/s/ Pamela S. Hendry

 

AIRCRAFT SPC-12, INC.




/s/
Pamela S. Hendry      /s/ Alan H Lund

 

INTERNATIONAL LEASE FINANCE CORPORATION




-2-









 




We hereby agree, acknowledge and consent to the terms of this extension letter




The Agent




/s/ Mike Gear

 

BANK OF SCOTLAND PLC, LONDON BRANCH




The Security Trustee




/s/ Mike Gear

 

BANK OF SCOTLAND PLC, LONDON BRANCH




The British Lead Manager




/s/ Mike Gear

 

BANK OF SCOTLAND PLC, LONDON BRANCH




The French Lead Manager




/s/ Mike Gear

 

BANK OF SCOTLAND PLC, PARIS BRANCH




The German Lead Manager




/s/ Mike Gear

 

BANK OF SCOTLAND PLC, FRANKFURT BRANCH




-3-









 





The
Original Lender




/s/ Mike Gear

 

BANK OF SCOTLAND PLC




-4-









 





SCHEDULE 1




Details of Proposed Aircraft and Proposed Aircraft Delivery Schedule




	 	 	 	 	 	 	 	 	 
	NO.	 	MODEL	 	DELIVERY 
DATE	 	ENGINE 
MODEL	 	OPERATOR
	1.

	 	A320-232
	 	Jun-08
	 	V2527-A5
	 	AER LINGUS #12
	2.

	 	A320-214
	 	Jun-08
	 	CFM56-5B4/3
	 	AIR ASTANA #2
	3.

	 	A319-100
	 	Jul-08
	 	V2524-A5
	 	VOLARIS
	4.

	 	A320-232
	 	Jul-08
	 	V2527-A5
	 	QANTAS #3
	5.

	 	A319-132
	 	Aug-08
	 	V2524-A5
	 	AIR ASTANA
	6.

	 	A320-214
	 	Sep-08
	 	CFM56-5B4/3
	 	SHENZEN #7
	7.

	 	A319-132
	 	Oct-08
	 	V2524-A5
	 	ROYAL JORDANIAN
	8.

	 	A330-342
	 	Oct-08
	 	TRENT 772-60
	 	CATHAY PACIFIC
	9.

	 	A319-132
	 	Nov-08
	 	V2524-A5
	 	BANGKOK
	10.

	 	A320-232
	 	Nov-08
	 	V2527-A5
	 	QANTAS #4
	11.

	 	A319-132
	 	Jan-09
	 	V2524-A5
	 	BANGKOK
	12.

	 	A320-232
	 	Jan-09
	 	V2527-A5
	 	QANTAS #5
	13.

	 	A319-100
	 	Feb-09
	 	CFM56-5B5/3
	 	MEXICANA
	14.

	 	A320-232
	 	Feb-09
	 	V2527-A5
	 	QANTAS #6
	15.

	 	A330-243
	 	Feb-09
	 	TRENT 772B-60
	 	CHINA HAINAN #3
	16.

	 	A319-100
	 	Mar-09
	 	CFM56-B5B/3
	 	ARMAVIA
	17.

	 	A319-100
	 	Mar-09
	 	V2527M-A5
	 	CHONGQING #1
	18.

	 	A320-214
	 	Mar-09
	 	CFM56-5B4/3
	 	AIR ARABIA #7
	19.

	 	A320-200
	 	Mar-09
	 	CFM56-5B4/3
	 	EAST STAR #1
	20.

	 	A321-231
	 	Mar-09
	 	V2533-A5
	 	AEGEAN #3
	21.

	 	A330-243
	 	Mar-09
	 	TRENT 772B-60
	 	CHINA HAINAN #4
	22.

	 	A330-243
	 	Mar-09
	 	TRENT 772B-60
	 	XL#1
	23.

	 	A319-100
	 	Apr-09
	 	V2527M-A5
	 	CHONGQING #1
	24.

	 	A320-214
	 	Apr-09
	 	CFM56-5B4/3
	 	ASIANA
	25.

	 	A320-200
	 	Apr-09
	 	CFM56-5B4/3
	 	BAHRAIN #3
	26.

	 	A320-214
	 	Apr-09
	 	CFM56-5B4/3
	 	SIBERIA #6
	27.

	 	A321-231
	 	Apr-09
	 	V2533-A5
	 	AEGEAN #4
	28.

	 	A321-211
	 	Apr-09
	 	CFM56-5B3/3
	 	AIR FRANCE #10
	29.

	 	A321-231
	 	Apr-09
	 	V2533-A5
	 	VIETNAM #1
	30.

	 	A330-243
	 	Apr-09
	 	TRENT 772B-60
	 	XL #2
	31.

	 	A319-132
	 	May-09
	 	V2524-A5
	 	BANGKOK #6
	32.

	 	A319-100
	 	May-09
	 	V2527M-A5
	 	CHONGQING #3
	33.

	 	A320-214
	 	May-09
	 	CFM56-5B4/3
	 	TBD
	34.

	 	A320-214
	 	May-09
	 	CFM56-5B4/3
	 	SIBERIA #5
	35.

	 	A320-200
	 	May-09
	 	TBD
	 	TBD
	36.

	 	A321-211
	 	May-09
	 	CFM56-5B3/3
	 	AIR FRANCE #11






-5-









 






SCHEDULE 2




Addressees





	1.	 	Bank of Scotland plc, London Branch (acting in its capacity as Agent for and on behalf of the
Lenders (each as defined in the Facility Agreement);
	 
	2.	 	Bank of Scotland plc, London Branch (acting in its capacity as Security Trustee for and on
behalf of itself, the Lead Managers and the Lenders (each as defined in the Facility
Agreement);
	 
	3.	 	Bank of Scotland plc, London Branch (acting in its capacity as British Lead Manager (as
defined in the Facility Agreement);
	 
	4.	 	Bank of Scotland plc, Paris Branch (acting in its capacity as French Lead Manager (as
defined in the Facility Agreement);
	 
	5.	 	Bank of Scotland plc, Frankfurt Branch (acting in its capacity as German Lead Manager (as
defined in the Facility Agreement); and
	 
	6.	 	Bank of Scotland plc (acting in its capacity as Original Lender (as defined in the Facility
Agreement).






-6-