Exhibit 10.1
 Extension Letter
 To:
    
    the Addressees listed in Schedule 2
   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.




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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.
  /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-




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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
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The
Original Lender
 /s/ Mike Gear   BANK OF SCOTLAND PLC
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SCHEDULE 1
 Details of Proposed Aircraft and Proposed Aircraft Delivery Schedule
 NO.
    
    MODEL
    
    DELIVERY DATE
    
    ENGINE MODEL
    
    OPERATOR1.
    
    A320-232
    
    Jun-08
    
    V2527-A5
    
    AER LINGUS #122.
    
    A320-214
    
    Jun-08
    
    CFM56-5B4/3
    
    AIR ASTANA #23.
    
    A319-100
    
    Jul-08
    
    V2524-A5
    
    VOLARIS4.
    
    A320-232
    
    Jul-08
    
    V2527-A5
    
    QANTAS #35.
    
    A319-132
    
    Aug-08
    
    V2524-A5
    
    AIR ASTANA6.
    
    A320-214
    
    Sep-08
    
    CFM56-5B4/3
    
    SHENZEN #77.
    
    A319-132
    
    Oct-08
    
    V2524-A5
    
    ROYAL JORDANIAN8.
    
    A330-342
    
    Oct-08
    
    TRENT 772-60
    
    CATHAY PACIFIC9.
    
    A319-132
    
    Nov-08
    
    V2524-A5
    
    BANGKOK10.
    
    A320-232
    
    Nov-08
    
    V2527-A5
    
    QANTAS #411.
    
    A319-132
    
    Jan-09
    
    V2524-A5
    
    BANGKOK12.
    
    A320-232
    
    Jan-09
    
    V2527-A5
    
    QANTAS #513.
    
    A319-100
    
    Feb-09
    
    CFM56-5B5/3
    
    MEXICANA14.
    
    A320-232
    
    Feb-09
    
    V2527-A5
    
    QANTAS #615.
    
    A330-243
    
    Feb-09
    
    TRENT 772B-60
    
    CHINA HAINAN #316.
    
    A319-100
    
    Mar-09
    
    CFM56-B5B/3
    
    ARMAVIA17.
    
    A319-100
    
    Mar-09
    
    V2527M-A5
    
    CHONGQING #118.
    
    A320-214
    
    Mar-09
    
    CFM56-5B4/3
    
    AIR ARABIA #719.
    
    A320-200
    
    Mar-09
    
    CFM56-5B4/3
    
    EAST STAR #120.
    
    A321-231
    
    Mar-09
    
    V2533-A5
    
    AEGEAN #321.
    
    A330-243
    
    Mar-09
    
    TRENT 772B-60
    
    CHINA HAINAN #422.
    
    A330-243
    
    Mar-09
    
    TRENT 772B-60
    
    XL#123.
    
    A319-100
    
    Apr-09
    
    V2527M-A5
    
    CHONGQING #124.
    
    A320-214
    
    Apr-09
    
    CFM56-5B4/3
    
    ASIANA25.
    
    A320-200
    
    Apr-09
    
    CFM56-5B4/3
    
    BAHRAIN #326.
    
    A320-214
    
    Apr-09
    
    CFM56-5B4/3
    
    SIBERIA #627.
    
    A321-231
    
    Apr-09
    
    V2533-A5
    
    AEGEAN #428.
    
    A321-211
    
    Apr-09
    
    CFM56-5B3/3
    
    AIR FRANCE #1029.
    
    A321-231
    
    Apr-09
    
    V2533-A5
    
    VIETNAM #130.
    
    A330-243
    
    Apr-09
    
    TRENT 772B-60
    
    XL #231.
    
    A319-132
    
    May-09
    
    V2524-A5
    
    BANGKOK #632.
    
    A319-100
    
    May-09
    
    V2527M-A5
    
    CHONGQING #333.
    
    A320-214
    
    May-09
    
    CFM56-5B4/3
    
    TBD34.
    
    A320-214
    
    May-09
    
    CFM56-5B4/3
    
    SIBERIA #535.
    
    A320-200
    
    May-09
    
    TBD
    
    TBD36.
    
    A321-211
    
    May-09
    
    CFM56-5B3/3
    
    AIR FRANCE #11
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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); and6.
    
    Bank of Scotland plc (acting in its capacity as Original Lender (as defined in the Facility
Agreement).
 -6-