by the Company or its Subsidiaries until such proceeds are no longer required to beheld in such restrictive account.“Other Term Loans” means term loans of the Company existing on the AmendmentNo. 2 Effective Date and held by certain Banks in an aggregate principal amount notto exceed $500,000,000.          2.03. Section 2.1 of the Credit Agreement is amended by deleting the words “the date which isthe fourteenth day preceding such Bank’s Termination Date” and substituting therefor the words “theAmendment No. 2 Effective Date”.          2.04. Section 3.1 of the Credit Agreement is amended by deleting the words “such Bank’sTermination Date” and substituting therefor the words “the Amendment No. 2 Effective Date”.          2.05. Section 5 of the Credit Agreement is amended to add a new Section 5.3 as follows:     “Section 5.3. Mandatory Prepayments and Reduction of Commitments. TheCompany shall, upon receipt of the Net Cash Proceeds of any incurrence or issuanceof Indebtedness after the Amendment No. 2 Effective Date by the Company or any ofits Subsidiaries secured by a Lien permitted under Section 9.14(n), (a) prepay allthen outstanding Committed Loans in an aggregate principal amount equal to such NetCash Proceeds and (b) permanently reduce the Commitments in an aggregate principalamount equal to such Net Cash Proceeds; provided that in the case of eachclause (a) and (b), to the extent Section 9.14(n)(y) is applicable to suchprepayment and permanent reduction, the amount required to be prepaid or permanentlyreduced shall be subject to the requirements set forth therein.”2.06. Section 9.14 of the Credit Agreement is amended as follows:(a) clause (k) therein is replaced in its entirety to read as follows:“(k) carrier’s, warehouseman’s, hangar keeper’s, mechanic’s, repairer’s, landlord’sand materialmen’s Liens, Liens for Taxes, assessments and other governmental chargesand other Liens arising in the ordinary course of business, by operation or law orunder customary terms of repair or modification agreements or any engine orparts-pooling arrangements, securing obligations that are not incurred in connectionwith the obtaining of any advance or credit and which are either not overdue or arebeing contested in good faith and by appropriate proceedings diligently pursued;”(b) the following new clauses “(l) through (m)” are inserted therein and clause “(l)” isre-designated as new clause “(o)”:     ”(l) Liens securing obligations of the Company and its Subsidiaries under theFive-Year Revolving Credit Agreement dated as of October 13, 2006, asAmendment No. 2 to 2010 Facility
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amended, among the Company, Citicorp USA Inc., as administrative agentthereunder and the banks and financial institutions party thereto;     (m) Liens securing the Other Term Loans;     (n) Liens securing Indebtedness incurred or issued by the Company or anySubsidiary after the Amendment No. 2 Effective Date so long as the Net Cash Proceedsfrom such Indebtedness are applied (x) pursuant to Section 5.3 to prepay CommittedLoans outstanding hereunder and terminate and permanently reduce the Commitments inconnection therewith or (y) to prepay the Other Term Loans so long as, in the caseof prepayments pursuant to this clause (y), Committed Loans shall have been prepaid(or shall simultaneously be prepaid and the Commitments in respect thereofterminated and permanently reduced) in the aggregate by a principal amount equal tothe aggregate principal amount of the Other Term Loans so prepaid; and”.          Section 3. Representations and Warranties. The Company represents and warrants to theBanks and the Agent that (a) the representations and warranties of the Company set forth in Section8 of the Credit Agreement are true and correct in all material respects on the date hereof (otherthan with respect to any representation and warranty that expressly relates to an earlier date, inwhich case such representation and warranty shall be true and correct in all material respects asof such earlier date) as if made on and as of the date hereof and as if each reference in saidSection 8 to “this Agreement” included reference to this Amendment No. 2 and to the CreditAgreement as amended by this Amendment No. 2 (and the Company agrees that it shall be an Event ofDefault under Section 11.1.5 of the Credit Agreement if any representation or warranty in thisAmendment No. 2 is untrue or misleading in any material respect when made), and (b) as of the datehereof, no Unmatured Event of Default or Event of Default has occurred and is continuing.          Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shallremain unchanged and in full force and effect. This Amendment No. 2 may be executed in any numberof counterparts, all of which taken together shall constitute one and the same amendatoryinstrument and any of the parties hereto may execute this Amendment No. 2 by signing any suchcounterpart. Delivery of an executed counterpart of a signature page to this Amendment No. 2 byfacsimile or other electronic communication shall be effective as delivery of a manually executedcounterpart of this Amendment. This Amendment No. 2 shall be governed by, and construed inaccordance with, the law of the State of New York.Amendment No. 2 to 2010 Facility
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executedand delivered as of the day and year first above written.      INTERNATIONAL LEASE FINANCE CORPORATION