2.01. The following definitions set forth in Section 1.2 of the Credit Agreement are amendedto read in their entirety as follows:     “Aggregate Commitment” means, at any date of determination, theaggregate amount of the 2011 Commitments of all 2011 Banks at such date plus theAggregate 2012 Commitments at such date.     “Bank” see Preamble to this Agreement; a Bank is either a 2011 Bank ora 2012 Bank.     “Bid Loan” means a 2011 Bid Loan or a 2012 Bid Loan.     “Bid Note” means a 2011 Bid Note or a 2012 Bid Note.     “Commitment” means the Banks’ commitments to make Committed Loanshereunder; and “Commitment” as to any Bank means its 2011 Commitment or 2012Commitment, as applicable.     “Committed Loan” means a 2011 Committed Loan or a 2012 Committed Loan.     “Committed Note” means a 2011 Committed Note or 2012 Committed Note.     “Wholly-owned Subsidiary” means any Person of which or in which theCompany and its other Wholly-owned Subsidiaries own directly or indirectly 100% of:     (a) the issued and outstanding shares of stock,     (b) the capital interest or profits interest of such Person, if it is apartnership, joint venture or similar entity, or     (c) the beneficial interest of such Person, if it is a trust, association orother unincorporated organization     (except in the case of each clause (a), (b) or (c), to the extent of the LocalRequirements Exception).               2.02. The following new definitions are inserted in Section 1.2 of the Credit Agreement inproper alphabetical order:     “2011 Bank” means a Bank with a 2011 Commitment.     “2011 Bid Loan” means a Loan in Dollars that is an Absolute Rate Loanor a LIBOR Rate Loan made by a 2011 Bank pursuant to Section 2.     “2011 Bid Note” means a promissory note of the Company, insubstantially the form of Exhibit D-1, duly completed, evidencing 2011 BidILFC Amendment No. 1 to 2011 Facility
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Loans to the Company, as such note may be amended, modified or supplemented orsupplanted pursuant to Section 13.4.1 from time to time.     “2011 Commitment” as to any Bank means the amount set forth oppositeits name on Schedule I under the caption “2011 Commitment” (as reduced in accordancewith Section 5.1, Section 5.3 or Section 13.8, or as periodically revised inaccordance with Section 13.4 or Section 13.8).     “2011 Committed Loan” means a Loan in Dollars that is a Base Rate Loanor a LIBOR Rate Loan made by a 2011 Bank pursuant to Section 3.     “2011 Committed Note” means a promissory note of the Company, insubstantially the form of Exhibit E-1, duly completed, evidencing 2011 CommittedLoans to the Company, as such note may be amended, modified or supplemented orsupplanted pursuant to Section 13.4.1 from time to time.     “2012 Additional Extension Fee” — see Section 13.8(a).     “2012 Amendment Fee” — see Section 13.8(a).     “2012 Bank” means a Bank with a 2012 Commitment.     “2012 Bid Loan” means a Loan in Dollars that is an Absolute Rate Loanor a LIBOR Rate Loan made by a 2012 Bank pursuant to Section 2.     “2012 Bid Note” means a promissory note of the Company, insubstantially the form of Exhibit D-2, duly completed, evidencing 2012 Bid Loans tothe Company, as such note may be amended, modified or supplemented or supplantedpursuant to Section 13.4.1 from time to time.     “2012 Commitment” as to any Bank means the amount set forth oppositeits name on Schedule I under the caption “2012 Commitment” (as reduced in accordancewith Section 5.1, Section 5.3 or Section 13.8, or as periodically revised inaccordance with Section 13.4 or Section 13.8).     “2012 Committed Loan” means a Loan in Dollars that is a Base Rate Loanor a LIBOR Rate Loan made by a 2012 Bank pursuant to Section 3.     “2012 Committed Note” means a promissory note of the Company, insubstantially the form of Exhibit E-2, duly completed, evidencing 2012 CommittedLoans to the Company, as such note may be amended, modified or supplemented orsupplanted pursuant to Section 13.4.1 from time to time.     “Aggregate 2012 Commitments” means, as of any date of determination,the aggregate amount of the 2012 Commitments of all 2012 Banks at such date.     “Aggregate Collateral Value” means, at any time, the sum of theAircraft Values of the Eligible Aircraft Owned by the Pledged SPEs plus, prior totheILFC Amendment No. 1 to 2011 Facility
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earlier of the final Determination Date and the Collateral Value EffectiveDate, the aggregate amount of the Cash Collateral at such time.     “Aircraft” means at any time, the aircraft set forth on Schedule IVhereto, as supplemented or amended from time to time by the Company with the consentof the Required Secured Parties, together with the aircraft and engine manuals,records and other technical documents delivered or to be delivered in connectiontherewith, including with respect to Aircraft added to Schedule IV pursuant to thefollowing proviso: provided that the Company shall be entitled to supplementor amend Schedule IV hereto with the consent of the Agent in its reasonablediscretion to add Aircraft (i) in the event that any Aircraft are removed fromSchedule IV, including as a result of a sale, transfer or other disposition of suchAircraft or as a result of an Event of Loss (any such Aircraft, a “RemovedAircraft”), so long as the Aircraft added to Schedule IV is the same type andmodel of Aircraft as the Removed Aircraft, is not older than the Removed Aircraftand is subject to a lease that terminates or expires on a date after the date oftermination or expiration of the lease for the Removed Aircraft, or (ii) in theevent that the Aircraft Value of the Aircraft in the aggregate has declined as setforth in Appraisal Reports of three Appraisers dated no earlier than six monthsprior to the date of determination, so long as the Aircraft added to Schedule IV isnot older than the average age of the Aircraft set forth on Schedule IV prior tosuch addition, is a model and type of Aircraft that is the same as any Aircraft setforth on Schedule IV prior to such addition, has an Aircraft Value based onAppraisal Reports of the three Appraisers delivered to the Agent at least 10Business Days prior to such proposed date of amendment or supplement to Schedule IV,and is subject to a lease with a scheduled lease term greater than or equal to theaverage scheduled lease term of the Aircraft set forth on Schedule IV prior to suchaddition.     “Aircraft Value” means, at any time, with respect to any Aircraft, theCurrent Market Value, determined by taking the average of the three appraised valuesas reflected in the Appraisal Reports then most recently delivered to the Agent withrespect to such Aircraft, including pursuant to Section 9.17, 9.18(a), 9.18(c) or9.19.     “Amendment Effective Date” means April 16, 2010.     “Amendment No. 1” means Amendment No. 1 to this Agreement dated as ofApril 16, 2010.     “Appraisal Date” means each six-month anniversary of the InitialAppraisal Date on which new Appraisal Reports are required to be delivered to theAgent pursuant to the terms hereof.     “Appraisal Report” means, with respect to any Aircraft, a “desktop”appraisal conducted by one of the three Appraisers, which appraisal assumes thatsuch Aircraft is in “half-time” remaining maintenance condition life, and shallILFC Amendment No. 1 to 2011 Facility
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include the “Initial Appraisal Reports” and shall not be conducted earlier than30 days prior to any required date of delivery hereunder.     “Appraisers” means each of AVITAS, Inc., Aircraft Information Services,Inc. and Aviation Specialist Group, and any other appraisal firms selected andretained by the Company and approved by the Agent.     “Cape Town Convention” means, collectively, the Convention and theProtocol, together with all regulations and procedures issued in connectiontherewith, and all other rules, amendments, supplements, modifications, andrevisions thereto (in each case using the English language version).     “Cape Town Filings” means filings with the International Registry underthe Cape Town Convention to evidence a Pledged SPE’s or Intermediate Lessee’s, asapplicable, title to or interest in the objects and related leases in EligibleAircraft in which such Pledged SPE or Intermediate Lessee, as applicable, has anInternational Interest (as defined in the Cape Town Convention).     “Cash Collateralize” means to deposit cash into the Holdco I CashCollateral Account as collateral for 2012 Committed Loans, and “CashCollateral” shall have a meaning correlative to the foregoing and shall includethe proceeds of such cash collateral.     “Collateral” — see the Security and Guarantee Agreement.     “Collateral Documents” means the Security and Guarantee Agreement, theIrish Share Charge, each of the collateral documents, instruments and supplementsdelivered pursuant to Section 9.21, and each other agreement to which the Company ora Guarantor is a party that creates or purports to create a Lien in favor of theAgent for the benefit of the Secured Parties.     “Collateral Value Effective Date” means the first date on which theAggregate Collateral Value is equal to or greater than the Required CollateralAmount.     “Convention” means the Convention on International Interests in MobileEquipment signed in Cape Town, South Africa on November 16, 2001.     “Current Market Value” means, with respect to any Aircraft, the amount,expressed in Dollars, that may reasonably be expected for property exchanged betweena willing buyer and a willing seller with equity to both, neither under anycompulsion to buy or sell and both fully aware of all relevant, reasonablyascertainable facts.     “Determination Date” means, each of the sixth, ninth and twelfth monthanniversary of the Amendment Effective Date.ILFC Amendment No. 1 to 2011 Facility
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     “Eligible Aircraft” means, as of any date of determination, theAircraft set forth on Schedule 9.18 hereof as of such date, as such Schedule issupplemented or amended from time to time by the Company (including, withoutlimitation, any such Replacement Aircraft), in each case (x) which is Owned by aPledged SPE and (y) with respect to which, the Company and each applicable Guarantorshall have made all related filings and taken all other actions necessary to createa valid and perfected first priority lien and security interest in the EquityInterests of such Pledged SPE in favor of the Agent, on behalf of the SecuredParties, under New York law, securing the Secured Obligations, free and clear of allother Liens, other than Permitted Collateral Liens.     “Equity Interests” — see Security and Guarantee Agreement.     “Event of Loss” means, with respect to any Eligible Aircraft, (a) ifthe same is subject to a Lease, a “Total Loss,” “Casualty Occurrence” or “Event ofLoss” or the like (however so defined in the applicable Lease); or (b) if the sameis not subject to a Lease, (i) its actual, constructive, compromised, arranged oragreed total loss, (ii) its destruction, damage beyond repair or being renderedpermanently unfit for normal use for any reason whatsoever, (iii) requisition fortitle, confiscation, forfeiture or any compulsory acquisition or seizure orrequisition for hire (other than a confiscation, compulsory acquisition or seizureor requisition for hire for a consecutive period not exceeding 180 days) by or underthe order of any government (whether civil, military or de facto) or public or localauthority in each case other than by the United States or (iv) its hijacking, theftor disappearance, resulting in loss of possession by the owner or operator thereoffor a period of 180 consecutive days or longer. An Event of Loss with respect to anyEligible Aircraft shall be deemed to occur on the date on which such Event of Lossis deemed pursuant to the relevant Lease to have occurred or, if such Lease does notso deem or if the relevant Eligible Aircraft is not subject to a Lease, (A) in thecase of an actual total loss or destruction, damage beyond repair or being renderedpermanently unfit, the date on which such loss, destruction, damage or renderingoccurs (or, if the date of loss or destruction is not known, the date on which therelevant Eligible Aircraft was last heard of); (B) in the case of a constructive,compromised, arranged or agreed total loss, the earlier of (1) the date 30 daysafter the date on which notice claiming such total loss is issued to the insurers orbrokers and (2) the date on which such loss is agreed or compromised by theinsurers; (C) in the case of requisition of title, confiscation, restraint,detention, forfeiture, compulsory acquisition or seizure, the date on which the sametakes effect; (D) in the case of a requisition for hire, the expiration of a periodof 180 days from the date on which such requisition commenced (or, if earlier, thedate upon which insurers make payment on the basis of such requisition); or (E) inthe case of clause (iv) above, the final day of the period of 180 consecutive daysreferred to therein.     “Existing 2010 Credit Agreement” means that certain $2,000,000,000Five-Year Revolving Credit Agreement dated as of October 14, 2005, among theILFC Amendment No. 1 to 2011 Facility
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Company, certain financial institutions party thereto and Citicorp USA, Inc.,as administrative agent thereunder.“FAA Filings” means filings with the Federal Aviation Administration ofthe United States to evidence a Pledged SPE’s or Intermediate Lessee’s, asapplicable, title to or interest in the objects and related leases in EligibleAircraft registered in the United States.“Guarantor” means Holdco I and each Parent Holdco, in each case, thatexecutes and delivers the Security and Guarantee Agreement.“Holdco I” means Flying Fortress Inc., a California corporation anddirect Wholly-owned Subsidiary of the Company.“Holdco I Cash Collateral Account” — see the Security and GuaranteeAgreement.“Initial Appraisal Reports” means the Appraisal Reports dated on orabout the Initial Appraisal Date and provided to the Agent prior to the AmendmentEffective Date.“Initial Appraisal Date” means March 31, 2010.“Intermediate Lessee” — see the Security and Guarantee Agreement.“International Registry” has the meaning given to it in the Cape TownConvention.“Irish Share Charge” means the Share Charge, dated as of the AmendmentEffective Date, between Holdco I and the Agent, as amended, supplemented orotherwise modified from time to time.“Lease” means a lease agreement relating to any Eligible Aircraft, ineach case together with all schedules, supplements and amendments thereto and eachother document, agreement and instrument related thereto.“Leasing Company Practice” means, in relation to an Aircraft and anyparticular issue or matter, the customary commercial practice of the Company, havingregard to the customary commercial practice that the Company applies under similarcircumstances in respect of other aircraft owned by it or its Affiliates and not anEligible Aircraft, as such practice may be required to be adjusted by therequirements of this Agreement and the other Loan Documents, including therequirements in respect of Collateral.“Loan Documents” means this Agreement, the Notes and the CollateralDocuments.“Loan Party” means the Company, Holdco I and each Parent Holdco.ILFC Amendment No. 1 to 2011 Facility
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“Local Requirements Exception” means an exception for Equity Interestsor title to an Aircraft held by directors, trustees, nominees, conditional vendorsor similar persons under similar arrangements solely in order to meet localnationality or other local requirements regarding registration or ownership ofaircraft or to minimize the impact of any Taxes on the Company or a lessee of suchAircraft and which do not, or could not reasonably be expected to, have a materialadverse effect on the Collateral or any part thereof or the security interest of theAgent, it being understood that all of the Equity Interests of each Parent Holdco,each Pledged SPE and each Intermediate Lessee will be pledged to the Agent, exceptfor the foregoing which in any event shall be *de minimis*in nature.“Minimum Required Collateral Amount” means, with respect to aDetermination Date, Eligible Aircraft with an Aircraft Value (as determined (x) inthe case of the first Determination Date, pursuant to the Initial Appraisal Reportsand (y) in the case of the other Determination Dates, pursuant to the AppraisalReports most recently delivered pursuant to Section 9.17) on such Determination Dateequal to (i) in the case of the first Determination Date, not less than 33.33% ofthe Required Collateral Amount, (ii) in the case of the second Determination Date,not less than 66.66% of the Required Collateral Amount and (iii) in the case of thethird Determination Date, not less than 100% of the Required Collateral Amount.“Other Term Loans” — see Section 9.14(n).“Own” means, with respect to any Aircraft, to hold legal and soleownership of such Aircraft directly or to hold 100% of the beneficial ownership ofsuch Aircraft through a trust, conditional sale or similar arrangement holding titleto such Aircraft; provided that, in the case of an Aircraft registered inJapan, “Own”, and reference herein to a Pledged SPE holding title to an Aircraftshall mean the holding of the right to acquire (for a nominal sum) title to suchAircraft as a conditional vendee. The terms “Ownership” and “Ownedby” have a correlative meaning.“Parent Holdco” means a direct Wholly-owned Subsidiary of Holdco I, allof whose outstanding Equity Interests, pursuant to the Collateral Documents, issubject to a first priority perfected Lien and security interest in favor of theAgent for the benefit of the Secured Parties, free and clear of all other Liensother than Permitted Collateral Liens.“Permitted Collateral Liens” means:(a) Liens of the type specified in clauses (e) and (k) of Section 9.14;(b) any Lien in respect of any Aircraft for any fees or charges of any airportor air navigation authority arising by statute or operation of law if (i) thepayments for such fees or charges are not yet due or payable or (ii) such fees orcharges are being disputed in good faith or contested in good faith by appropriateILFC Amendment No. 1 to 2011 Facility
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proceedings and reserves required by generally accepted accounting principlesin the United States of America have been made therefor;(c) any Lien created in favor of the Agent, for the benefit of the SecuredParties, pursuant to the Collateral Documents;(d) any Lien affecting any Aircraft (other than a Lien for Taxes) arising outof judgments or awards against any Loan Party, any Pledged SPE or any IntermediateLessee with respect to which at the time the period to file an appeal has notexpired or an appeal is being presented in good faith and with respect to whichwithin sixty (60) days thereafter there shall have been secured a stay of executionpending such appeal, and then only for the period of such stay, and reservesrequired in accordance with generally accepted accounting principles in the UnitedStates of America have been made therefor; provided that, in any case, no Event ofDefault has occurred and is continuing;(e) any permitted lien or encumbrance, as defined under any lease of anAircraft, in respect of such Aircraft (other than Liens or encumbrances created byany Loan Party except as described in this definition);(f) the respective rights of a Loan Party, Pledged SPE or Intermediate Lesseeand the lessee or any third party that owns or leases equipment installed on anAircraft under any lease relating to an Aircraft, including any assignment of therelevant warranties relating to an Aircraft (including restrictions on the LoanParty’s, Pledged SPE’s or Intermediate Lessee’s right to grant a lien on or totransfer the applicable lease or Aircraft) (and the rights of any sublessee underany permitted sublease relating to such lease) and the documents related thereto;(g) the rights of insurers meeting the requirements of Section 4.01(f) of theSecurity and Guarantee Agreement in respect of an Aircraft, subject to insurancepolicies having been entered into in the ordinary course of business and accordingto commercially reasonable terms;(h) the interests of a voting or owner trustee, as applicable, or of a lesseein connection with the relevant Lease;(i) any Lien bonded against by any Loan Party, Pledged SPE or IntermediateLessee, any lessee, or other similar third party security (which does not itselfresult in a Lien on an Aircraft or any part thereof), provided that, any suchbonding or other similar third party security as against any lessee is firstapproved by the Agent, acting reasonably;(j) pledges of any aircraft (other than any Eligible Aircraft) owned by theCompany or its Subsidiaries or deposits required under a lease relating to anAircraft to secure payment obligations of the applicable Loan Party, Pledged SPE orIntermediate Lessee under such lease;ILFC Amendment No. 1 to 2011 Facility
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(k) any Lien in respect of any Aircraft resulting directly from any act oromission of a lessee or sub-lessee of an Aircraft, or of any Person claiming by orthrough a lessee or a sub-lessee of an Aircraft, or of any Person which haspossession of an Aircraft or any engine for the purpose of repairs, maintenance,modification or storage, or by virtue of any requisition, seizure, or confiscationof an Aircraft; provided that (i) no Loan Party consents to or has consented to anysuch event, and (ii) the Company or the Pledged SPE which is the lessor or titleholder of such Aircraft promptly and diligently takes such commercially reasonableactions in accordance with Leasing Company Practice in respect of such event; and(l) any head lease, lease, conditional sale agreement or purchase optiongranted by a lessor or owner as to the purchase of the related Aircraft under or inrespect of any lease relating to such Aircraft (including to an Affiliate of thelessee of such Aircraft) existing on the date of acquisition of such Aircraft by aLoan Party or thereafter granted in accordance with Leasing Company Practice.“Pledged SPE” means a direct Wholly-owned Subsidiary of a ParentHoldco, all of whose outstanding Equity Interests, pursuant to the Security andGuarantee Agreement, are subject to a first priority perfected Lien and securityinterest in favor of the Agent for the benefit of the Secured Parties, free andclear of all other Liens other than Permitted Collateral Liens, with respect towhich the Agent has received certified copies of its constitutive documents and withrespect to the Pledged SPEs formed after the Amendment Effective Date, whichconstitutive documents shall be in form and substance substantially similar to theconstituent documents of the SPEs existing on the Amendment Effective Date, or inthe case of trusts, substantially similar to the forms of trust agreements receivedby the Agent on or prior to the Amendment Effective Date, except as required by thelaw of the jurisdiction of organization of such SPE or as otherwise approved by theAgent in its reasonable discretion.“Protocol” means the Protocol to the Convention on Matters Specific toAircraft Equipment, as in effect in any applicable jurisdiction from time to time.“Replacement Aircraft” means any Aircraft Owned by a Pledged SPE andwhich shall have been added after the Amendment Effective Date to Schedule 9.18hereto pursuant to Section 9.18(c) or Section 9.19.“Required Collateral Amount” means, at any time, an amount equal to theproduct of the aggregate principal amount of the 2012 Committed Loans outstanding asof such date of determination multiplied by a fraction the numerator of which is 4and the denominator of which is 3.“Required Collateral Determination Certificate” means a certificate ofan Authorized Officer in substantially the form of Exhibit M attachedhereto.ILFC Amendment No. 1 to 2011 Facility
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“Required Collateral Determination Date” means each of (a) the last dayof each fiscal quarter beginning with the first fiscal quarter ending after theCollateral Value Effective Date, (b) the date of removal of any Eligible Aircraft ora Pledged SPE or substitution of a Replacement Aircraft for an Eligible Aircraft oran SPE for a Pledged SPE, in each case pursuant to Section 9.18(c), and (c) in thecase of the occurrence of an Event of Loss, the date of any supplement to Schedule9.18 delivered pursuant to Section 9.19 hereof.“Required Secured Parties” means 2012 Banks holding in the aggregatemore than 50% of 2012 Committed Loans held by the 2012 Banks at such time.“Secured Obligations” — see the Security and Guarantee Agreement.“Secured Parties” means the Agent and the 2012 Banks.“Security and Guarantee Agreement” means the Security and GuaranteeAgreement dated as of the Amendment Effective Date among the Agent and theGuarantors, substantially in the form attached as Exhibit K hereto, pursuantto which a first priority lien and security interest in the Collateral shall havebeen granted to the Agent for the benefit of the Secured Parties and the Guarantorsshall have guaranteed all Guaranteed Obligations (as defined therein), together witheach other security agreement and security agreement supplement delivered pursuantthereto, as such agreement may be amended, supplemented or otherwise modified fromtime to time.“Security Opinions” means (a) with respect to the Amendment EffectiveDate, (i) an opinion of the in-house counsel of the Company, in the form attached asExhibit L-1 hereto, (ii) an opinion of O’Melveny & Myers LLP, specialcounsel to the Loan Parties, in the form attached as Exhibit L-2 hereto and(iii) opinions of counsel in each applicable jurisdiction of a Loan Party, in eachcase, in form and substance reasonably satisfactory to the Agent and (b) after theAmendment Effective Date, opinions of counsel in each applicable jurisdiction of aLoan Party in form and substance reasonably satisfactory to the Agent.“SPE” means a special purpose, direct Wholly-owned Subsidiary of aParent Holdco, which for purposes of clarification may be a trust.          2.03. The defined term “Termination Date” in Section 1.2 is amended by restating clause (i)therein in its entirety with the following:     “(i) with respect to (x) any 2011 Bank, October 13, 2011 and (y) any 2012 Bank,October 13, 2012 or such later date as may be agreed to by such 2012 Bank pursuantto Section 13.8, or if such day is not a Business Day, the next preceding BusinessDay,”.          2.04. 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 Effective Date”.ILFC Amendment No. 1 to 2011 Facility
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          2.05. Section 3.1 of the Credit Agreement is amended as follows:(a) Section 3.1 is amended by deleting the words “such Bank’s Termination Date” andsubstituting therefor the words “the Amendment Effective Date”.(b) The proviso in Section 3.1 is amended in its entirety to read as follows:“provided that (a) (x) the aggregate principal amount of all outstanding2012 Committed Loans of any 2012 Bank shall not at any time exceed the amount setforth opposite such 2012 Bank’s name on Schedule I under the caption “2012Commitment” (as reduced in accordance with Section 5.1, Section 5.3, Section 13.4 orSection 13.8) and (y) the aggregate principal amount of all outstanding 2011Committed Loans of any 2011 Bank shall not at any time exceed the amount set forthopposite such 2011 Bank’s name on Schedule I under the caption “2011 Commitment” (asreduced in accordance with Section 5.1, Section 5.3, Section 13.4 or Section 13.8),(b) (x) the aggregate principal amount of all outstanding 2012 Committed Loans ofall 2012 Banks plus the aggregate principal amount of all outstanding 2012Bid Loans of all 2012 Banks shall not at any time exceed the then Aggregate 2012Commitments and (y) the aggregate principal amount of all outstanding 2011 CommittedLoans of all 2011 Banks plus the aggregate principal amount of alloutstanding 2011 Bid Loans of all 2011 Banks shall not at any time exceed the thenaggregate 2011 Commitments of all 2011 Banks and (c) the aggregate principal amountof all outstanding Committed Loans of all Banks plus the aggregate principalamount of all outstanding Bid Loans of all Banks shall not at any time exceed thethen Aggregate Commitments.”          2.06. Section 3.3 of the Credit Agreement is amended and restated in its entirety to read asfollows:          “Each Committed Loan made by a Bank shall mature on the Termination Date for such Bank.”          2.07. Section 5 of the Credit Agreement is amended by adding a new Section 5.3 to read asfollows:“Section 5.3. Mandatory Termination and Reduction of Commitments. On andafter the Amendment Effective Date, the Company shall, upon the repayment orprepayment of any Loan of any Bank, permanently reduce the Commitment of each suchBank in accordance with its respective Percentage of an aggregate principal amountof such payment or prepayment and upon each such repayment or prepayment by theCompany, such reduction shall be effective without further action by the Company.The Company hereby expressly authorizes the Agent to make, upon any such payment orprepayment, such changes to Schedule I hereto to give effect to the foregoing.”          2.08. Section 6.2(b) of the Credit Agreement is amended by (i) inserting after the words“application of offset or otherwise” in the first parenthetical therein the words “, but excludingCollateral or any proceeds thereof” and (ii) inserting after the words “or pursuant toILFC Amendment No. 1 to 2011 Facility
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Section 13.8” in the second parenthetical therein the words “or of Collateral or any proceedsthereof”.          2.09. Section 6.2(c) of the Credit Agreement is amended by (i) inserting after the words“application of offset or otherwise” in the first parenthetical therein the words “, but excludingCollateral or any proceeds thereof” and (ii) inserting after the words “or Section 13.8” in thesecond parenthetical therein the words “or of Collateral or any proceeds thereof”.          2.10. Section 8.2 of the Credit Agreement is amended by deleting the words appearingimmediately prior to the phrase “(a)” therein and substituting therefor the following:“The execution and delivery by the Company of this Agreement, the Notes and from andafter the Amendment Effective Date, each other Loan Document, the borrowingshereunder and the performance by the Company of its obligations under this Agreementand each other Loan Document”.          2.11. Section 8.3 of the Credit Agreement is amended by deleting the words “and the Notes (ifany)” therein and substituting therefor the words “the Notes (if any) and, from and after theAmendment Effective Date, each other Loan Document”          2.12. Section 8 of the Credit Agreement is amended by adding the following new subsection8.15:     “Section 8.15. Perfection, Ownership, Etc. (a) On each DeterminationDate and on the Collateral Value Effective Date, all filings and other actionsnecessary to perfect and protect the security interest in the Collateral createdunder the Collateral Documents have been duly made or taken and are in full forceand effect under the laws of the United States and any State thereof and in the caseof each Parent Holdco not organized under the laws of the United States, under thelaws of jurisdiction in which such Parent Holdco is organized or any applicablepolitical subdivision or agency thereof, and the Collateral Documents create infavor of the Agent for the benefit of the Secured Parties a valid and, together withsuch filings and other actions, perfected security interest in such Collateral,securing the payment of the Secured Obligations, under the laws of the United Statesand any State thereof and in the case of each Parent Holdco not organized under thelaws of the United States, under the laws of jurisdiction in which such ParentHoldco is organized or any applicable political subdivision or agency thereof andall filings and other actions necessary to perfect and protect such securityinterest have been duly taken under the laws of the United States and any Statethereof and in the case of each Parent Holdco not organized under the laws of theUnited States, under the laws of jurisdiction in which such Parent Holdco isorganized or any applicable political subdivision or agency thereof (it beingunderstood that the foregoing shall only be applicable to the Pledged SPEs andIntermediate Lessees that have been formed and which hold title to, or lease, asapplicable, an Eligible Aircraft on or prior to such date). Each Loan Party is thelegal and beneficial owner of the Collateral free and clear of any Lien, exceptILFC Amendment No. 1 to 2011 Facility
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for the liens and security interests created under the Loan Documents andPermitted Collateral Liens.     (b) On each Determination Date and on the Collateral Value Effective Date, allCape Town Filings, FAA Filings and any other actions required to establish thetitle, or interest, as applicable, held by a Pledged SPE or Intermediate Lessee inaccordance with the laws of the country of registration of the applicable EligibleAircraft included in the determination of the Minimum Required Collateral Amount orAggregate Collateral Value, as applicable, have been duly made or taken and are infull force and effect.”          2.13. Section 9.1.3 of the Credit Agreement is amended by (a) inserting the words “including,without limitation, Section 9.18” immediately prior to the period therein and (b) by adding thefollowing new sentence at the end thereof:     “Not later than ten Business Days after the end of each fiscal quarter, beginningwith the first fiscal quarter ending after the Collateral Value Effective Date, aRequired Collateral Determination Certificate (i) attaching Schedule 9.18, whichsets forth a list of Eligible Aircraft, as amended or supplemented by the Company asof the last day of such fiscal quarter, (ii) setting forth computations of anAircraft Value with respect to each such Eligible Aircraft based on the AppraisalReports most recently delivered (or required to be delivered) with respect theretoto the Agent pursuant to Section 9.17, and (iii) demonstrating compliance withSection 9.18(a) as of the last day of such fiscal quarter, and unless previouslydelivered to the Agent pursuant to Section 9.17, accompanied by such AppraisalReports.”          2.14. Section 9.2 of the Credit Agreement is amended by adding at the end thereof thefollowing sentence:“Notwithstanding anything to the contrary herein, in the event that the only Loansoutstanding under this Agreement are 2012 Committed Loans and 2012 Bid Loans, theCompany may merge, consolidate with or transfer all or substantially all of itsassets to another newly created, Wholly-owned Subsidiary of AIG (any such merger,consolidation or transfer in compliance herewith, including (1) and (2) below, an“AIG Reorganization Transaction”) so long as, (1) such newly createdsubsidiary has no Indebtedness that would not be permitted under this Agreementprior to any such merger, consolidation or transfer and (2) to the extent theCompany is not the resulting or surviving entity, such subsidiary expressly assumesall of the Company’s obligations for the payment or repayment of borrowed money(including deposits and reimbursement obligations arising from drawings pursuant toletters of credit) that are in the form of, or represented by, a bond, note,certificated debt security or other debt security or that are documented by a termloan agreement, revolving loan agreement or similar credit agreement, including forthe avoidance of doubt all of the Company’s obligations under this Agreement, whichassumption of the Company’s obligations under this Agreement shall be effectedpursuant to documentation reasonably satisfactory toILFC Amendment No. 1 to 2011 Facility
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the Administrative Agent, it being understood that each 2012 Bank, by execution ofAmendment No. 1 agrees that any such AIG Reorganization Transaction that complieswith clauses (1) and (2) hereof shall be permitted under this Section 9.2 andSections 11.1.8 and 13.13 hereof without any further consent required from any suchBank.”          2.15. Section 9.9 of the Credit Agreement is amended by inserting the following immediatelyprior to the period therein:“; providedfurther that, notwithstanding the foregoing, the Companyshall not and shall not permit any of its Subsidiaries to (i) make any transfer,sale or other disposition of any Equity Interests in Holdco I other thandistributions or dispositions of Equity Interests to the Company, (ii) make anytransfer, sale or other disposition of any Equity Interests in any Parent Holdco,Pledged SPE or Intermediate Lessee (other than distributions or dispositions ofEquity Interests to Holdco I or the applicable Parent Holdco so long as suchdistributed Equity Interests are pledged to the Agent pursuant to the CollateralDocuments) unless immediately after giving effect to such transfer, sale ordisposition (and any simultaneous substitution of any such Pledged SPE with anotherPledged SPE) (x) if such transfer, sale or other disposition occurs prior to or onthe Collateral Value Effective Date, the Aggregate Collateral Value based on themost recent Appraisal Reports for the Eligible Aircraft held by then Pledged SPEs,on a pro forma basis, equals or exceeds the Minimum Required Collateral Amount atsuch time, (y) if such transfer, sale or other disposition occurs after theCollateral Value Effective Date, the Aggregate Collateral Value based on the mostrecent Appraisal Reports for the Eligible Aircraft held by then Pledged SPEs, on apro forma basis, equals or exceeds the Required Collateral Amount at such time, and(z) solely with respect to a transfer, sale or disposition of Equity Interests inany Parent Holdco, such Parent Holdco does not at such time hold any EquityInterests in any Pledged SPE or Intermediate Lessee except for a Pledged SPE orIntermediate Lessee that does not Own or have any interest in any Eligible Aircraftor a Pledged SPE or Intermediate Lessee that is concurrently disposed of incompliance with the other terms and provisions of this clause (ii) and Section4.01(d) of the Security Agreement, and (iii) make any transfer, sale or dispositionof assets held by the Pledged SPEs or the Intermediate Lessees unless immediatelyafter giving effect to such transfer, sale, lease or disposition (and anysimultaneous substitution of Eligible Aircraft) (A) if such transfer, sale or otherdisposition occurs prior to or on the Collateral Value Effective Date, the AggregateCollateral Value based on the most recent Appraisal Reports for the EligibleAircraft held by then Pledged SPEs, on a pro forma basis, equals or exceeds theMinimum Required Collateral Amount at such time and (B) if such transfer, sale orother disposition occurs after the Collateral Value Effective Date, the AggregateCollateral Value based on the most recent Appraisal Reports for the EligibleAircraft held by then Pledged SPEs, on a pro forma basis, equals or exceeds theRequired Collateral Amount at such time”.ILFC Amendment No. 1 to 2011 Facility
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          2.16. Section 9.12 of the Credit Agreement is amended by adding after the words “preferredstock” in clause (c) therein, the words “or other preferred units or interests”.          2.17. Section 9.13 of the Credit Agreement is amended by (a) adding after the words “purchaseshares” in the first parenthetical therein the words “or other units”, (b) adding after the words“acquire or retire shares” in the fourth line therein the words “or other units”, (c) replacingclauses (i) and (ii) therein with the phrase “an Event of Default has occurred and is continuing”,and (d) adding after the words “preferred stock” in clause (x) therein the words “or otherpreferred units or interests”.          2.18. 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) existing clause “(l)” is re-designated as a new clause “(n)” and restated in its entiretyas follows:“(n) other Liens securing Indebtedness of the Company or any Subsidiary in anaggregate amount which, together with all other outstanding Indebtedness of theCompany and the Subsidiaries secured by Liens not listed in clauses (a) through (m)of this Section 9.14, does not exceed (i) on any date prior to the Collateral ValueEffective Date, 12.5% of the Consolidated Tangible Net Assets of the Company asshown on its audited consolidated financial statements as of the end of the fiscalyear preceding the date of determination, (ii) on any date after and including theCollateral Value Effective Date, 35% of the Consolidated Tangible Net Assets of theCompany as shown on its audited consolidated financial statements as of the end ofthe fiscal year preceding the date of determination; provided that prior tothe Collateral Value Effective Date, the Company may secure additional Indebtednesswith Liens permitted by this clause (n)(ii) so long as the net cash proceeds of anysuch Indebtedness shall be applied (or arrangements reasonably satisfactory to theAgent shall be made to apply such net cash proceeds, it being understood and agreedthat such arrangements may include the deposit of such net cash proceeds into anescrow account that is subject to a Lien thereon in favor of the holders of theExisting 2010 Credit Agreement and Other Term Loans or is subject to a Lien in favorof the holders of such additional Indebtedness with such net cash proceeds to besubject to release to repay Indebtedness described in clauses (x) and (y) below uponthe satisfaction of collateralization requirements for such additional Indebtedness)to prepay (x)ILFC Amendment No. 1 to 2011 Facility
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Indebtedness existing under the Existing 2010 Credit Agreement and to terminate allcommitments thereunder and (y) Indebtedness consisting of term loans of the Companyexisting on the Amendment Effective Date and held by certain Banks in an aggregateprincipal amount not to exceed $500,000,000 (the “Other Term Loans”) so longas, in the case of prepayments pursuant to this clause (y), Indebtedness under theExisting 2010 Credit Agreement shall have been prepaid (or shall simultaneously beprepaid) in the aggregate by a principal amount equal to the aggregate principalamount of the Other Term Loans so prepaid;provided that in no event shall any Lien (including any second priority orjunior Lien) permitted under this Section 9.14 attach to or be granted on anyCollateral other than Permitted Collateral Liens.”(c) the following new clauses “(l)” and “(m)” and final paragraph are added:     “(l) Permitted Collateral Liens;     (m) Liens securing the Other Term Loans; and”“Notwithstanding the foregoing, the Company shall not permit any Parent Holdco,Pledged SPE or Intermediate Lessee to create or permit to exist any Lien upon orwith respect to any of its properties or assets of any kind, now owned or hereafteracquired, or on any income or profits therefrom except for PermittedCollateral Liens.”          2.19. Section 9 of the Credit Agreement is further amended by adding the following newsubsections 9.16 through 9.25:     “Section 9.16. Minimum Required Collateral Amount. Not later than tenBusiness Days after (i) each of first two Determination Dates and (ii) the earlierof the final Determination Date and the Collateral Value Effective Date, deliver tothe Agent the following, in the form reasonably satisfactory to the Agent:     (a) a Required Collateral Determination Certificate (i) attachingSchedule 9.18, which sets forth a list of Eligible Aircraft, as amended orsupplemented by the Company as of such Determination Date or the CollateralValue Effective Date, as applicable, (ii) setting forth computations of anAircraft Value with respect to each such Eligible Aircraft based on theAppraisal Reports most recently delivered (or required to be delivered) withrespect thereto to the Agent pursuant to Section 9.17, and (iii)demonstrating that an Aggregate Collateral Value as of such DeterminationDate or the Collateral Value Effective Date, as applicable, is not less thanthe Minimum Required Collateral Amount for such Determination Date orCollateral Value Effective Date, as applicable, and unless previouslydelivered to the Agent pursuant to Section 9.17, accompanied by suchAppraisal Reports, together with evidence satisfactory to the Agent that thetitle to the Eligible Aircraft listed in such Schedule 9.18 is held by thePledged SPEs, free and clear of Liens otherILFC Amendment No. 1 to 2011 Facility
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than Permitted Collateral Liens which evidence shall include allapplicable Cape Town Filings, FAA Filings and any other actions required toestablish the title held by such Pledged SPE in accordance with the laws ofthe country of registration of the applicable Eligible Aircraft ifapplicable;     (b) an insurance certificate with respect to the Eligible Aircraft setforth on such Schedule 9.18 demonstrating insurance coverage maintainedpursuant to Section 4.01(f) of the Security and Guarantee Agreement; and     (c) with respect to the earlier of the final Determination Date and theCollateral Value Effective Date only, if requested by the Agent, theSecurity Opinions.     Section 9.17. Appraisals. (a) Provide, or cause the Appraisers toprovide, Appraisal Reports with respect to the Aircraft Value of the EligibleAircraft (x) no later than the Appraisal Date (it being understood that suchappraisal shall not have been conducted earlier than 30 days prior to the applicableAppraisal Date) or (y) promptly at the request of the Agent, upon the occurrence andduring the continuation of an Event of Default and (b) as soon as is available andin any case within ten Business Days after the Appraisal Date, deliver (or cause theAppraisers to deliver) an Appraisal Report in respect of such Eligible Aircraft tothe Agent (a copy of which shall be delivered by the Agent to the 2012 Banks); itbeing understood that the Initial Appraisal Reports shall be used for the purposesof determining the Minimum Required Collateral Amount on the first DeterminationDate.     Section 9.18. Loan to Value Ratio.     (a) Collateral Coverage. After the Collateral Value Effective Date andon each Required Collateral Determination Date, cause, subject to the provisions setforth in this Section 9.18, the Aggregate Collateral Value, as determined pursuantto the Appraisal Reports most recently delivered to the Agent pursuant to Section9.17, to be equal to or greater than the Required Collateral Amount, it beingunderstood that no Unmatured Event of Default or Event of Default under this Section9.18(a) shall be deemed to have occurred unless, with respect to a particularRequired Collateral Determination Date, the Loan Parties have failed to comply withSection 9.18(b) hereof and also failed to make the prepayment referenced in Section13.8(a)(iii) with respect thereto.     (b) Delivery of Additional Pledged SPE Equity Collateral. After theCollateral Value Effective Date, subject to the provisions of Section 9.19 whichshall govern in the case of an Event of Loss, if the Aggregate Collateral Valuedetermined in accordance with the Appraisal Reports by the Appraisers most recentlydelivered to the Agent pursuant to Section 9.17, this Section 9.18(b) and Section9.19 is less than the Required Collateral Amount, within 65 days (or such longerperiod of time, up to 25 days, which is reasonably acceptable to the Agent)ILFC Amendment No. 1 to 2011 Facility
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of the delivery to it of a Required Collateral Determination Certificate, whichshall be delivered within ten Business Days after the applicable Appraisal Date,designate by a supplement to Schedule 9.18 delivered to the Agent (a copy of whichshall be delivered by the Agent to the 2012 Banks) additional Eligible Aircraft withan Aircraft Value, such that, after giving effect to such supplement the AggregateCollateral Value is not less than the Required Collateral Amount, accompanied by (i)three Appraisal Reports of the Appraisers as to the Aircraft Value of suchadditional Eligible Aircraft, and (ii) a certificate of an Authorized Officer,demonstrating that (in the case of the foregoing clause (i)) or certifying that (inthe case of the foregoing clause (ii)), after giving effect to such supplement theAggregate Collateral Value is not less than the Required Collateral Amount, it beingunderstood that no Unmatured Event of Default or Event of Default under this Section9.18(b) shall be deemed to have occurred unless, with respect to a particularRequired Collateral Determination Date, the Loan Parties have failed to comply withthis Section 9.18(b) hereof and also failed to make the prepayment referenced inSection 13.8(a)(iii) with respect thereto.     (c) Substitution and Transfer of Eligible Aircraft.     (i) At any time and from time to time, at the Company’s discretion,substitute one or more Replacement Aircraft (and the related Pledged SPE)for one or more Eligible Aircraft designated by the Company. In the eventthat the Company desires to effect any such substitution, the Company shalldeliver an amendment to Schedule 9.18 to the Agent (a copy of which shall bedelivered by the Agent to the 2012 Banks) designating any ReplacementAircraft (and the related Pledged SPE) to be added to such Schedule andspecifying any Eligible Aircraft (and the related Pledged SPE) to be removedfrom such Schedule; provided that (A) the Aircraft Value of theReplacement Aircraft to be delivered in substitution is sufficient so thatthe Aggregate Collateral Value equals to or exceeds the Required CollateralAmount (or the Minimum Required Collateral Amount if such substitution iseffected prior to the Collateral Value Effective Date) and (B) suchamendment is accompanied by (1) three Appraisal Reports of the Appraisers asto the Aircraft Value of the Replacement Aircraft to be delivered insubstitution and (2) a certificate from an Authorized Officer certifyingthat such Replacement Aircraft is an Eligible Aircraft and that therequirements of clause (A) above have been met.     (ii) At any time after the Collateral Value Effective Date, when theAggregate Collateral Value, determined in accordance with the threeAppraisal Reports by the Appraisers most recently delivered to the Agentpursuant to Section 9.17 exceeds the Required Collateral Amount as set forthin a Required Collateral Determination Certificate delivered to the Agent,the Company may, at its discretion, deliver notice to the Agent (which shallpromptly send copies thereof to each 2012 Bank) removing any EligibleAircraft from Schedule 9.18; provided that (A) the AggregateILFC Amendment No. 1 to 2011 Facility
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Collateral Value after giving effect to such removal shall not be lessthan the Required Collateral Amount and (B) the Agent shall have received acertificate from an Authorized Officer certifying that the requirements ofclause (A) above have been met. Such notice shall identify the EligibleAircraft to be removed.     (iii) Upon satisfaction of the conditions set forth in Section9.18(c)(i) or Section 9.18(c)(ii) with respect to any Eligible Aircraft andthe sale, transfer or other disposition of the Pledged SPE that Owns suchEligible Aircraft and/or any Intermediate Lessee leasing such EligibleAircraft, in each case as contemplated by Section 4.01(d) of the Securityand Guarantee Agreement, the Agent’s security interest in, and Lien on, theEquity Interests of the Pledged SPE and/or such Intermediate Lessee shall beautomatically released and Schedule 9.18 shall be deemed amended to reflectthe removal of such Aircraft without any further action by the Agent or any2012 Bank, and each 2012 Bank hereby consents to such amendment of Schedule9.18. The Agent shall promptly execute and deliver to the Company, at theCompany’s expense, all documents that the Company shall reasonably requestto evidence its release of the security interests in, and Liens on, theEquity Interests of such Pledged SPE and/or Intermediate Lessee.     (d) Release of Parent Holdco. A Parent Holdco will be released from itsobligations under the Loan Documents if (i) the Company shall have provided at leasttwenty (20) days’ revocable prior written notice to the Agent (a copy of which shallbe delivered by the Agent to the 2012 Banks) prior to any such proposed release,identifying the relevant Parent Holdco to be released, (ii) such Parent Holdco shallnot hold directly or indirectly any of the Equity Interests in any Pledged SPE orIntermediate Lessee (other than Equity Interests in any Pledged SPE or IntermediateLessee with respect to which the Agent’s security interest shall be concurrentlyreleased pursuant to Section 9.18(c)) and (iii) after giving pro forma effect tosuch release of such Parent Holdco, the Company shall be in compliance with Section9.18(a). Upon satisfaction of the conditions set forth in the preceding sentencewith respect to any Parent Holdco and the sale, transfer or other disposition ofsuch Parent Holdco as contemplated by Section 4.01(d) of the Security and GuaranteeAgreement, (x) the Agent’s security interest in, and Lien on, the Equity Interestsin such Parent Holdco shall be released and, if applicable, the Equity Interests inany Pledged SPE and Intermediate Lessee held by such Parent Holdco shall be releasedand (y) such Parent Holdco shall be released from its obligations under the LoanDocuments. The Agent shall promptly execute and deliver to the relevant ParentHoldco, at the Company’s expense, all documents that the Company or such ParentHoldco shall reasonably request to evidence its release of the security interestsin, and Liens on, any Equity Interests in the Parent Holdco or Equity Interests inany Pledged SPE or Intermediate Lessee held by such Parent Holdco and the release ofsuch Parent Holdco from its obligations under the Loan Documents.ILFC Amendment No. 1 to 2011 Facility
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     Section 9.19. Event of Loss. Upon the occurrence of an Event of Loss,promptly, and not later than ten Business Days after Company knows of such Event ofLoss, give the Agent notice of such Event of Loss, and within 95 days (or suchlonger period of time, up to 25 days, which is reasonably acceptable to the Agent)of the earlier of (a) delivery to it of a Required Collateral DeterminationCertificate, which shall be delivered within ten Business Days after the Companyknows of the occurrence of an Event of Loss and (b) ten Business Days after theoccurrence of such Event of Loss, to the extent necessary to cause the AggregateCollateral Value to equal or exceed the Required Collateral Amount (or if theCollateral Value Effective Date has not occurred, the Minimum Required CollateralAmount), designate by a supplement to Schedule 9.18 hereof delivered to the Agent(which shall promptly send copies thereof to each 2012 Bank) a Replacement Aircraftthat is owned by a Pledged SPE free and clear of all Liens (other than PermittedCollateral Liens) and accompanied by (i) Appraisal Reports from the Appraisers as tothe Aircraft Value of the Replacement Aircraft, and (ii) a certificate from anAuthorized Officer, demonstrating that (in the case of the foregoing clause (i)) orcertifying that (in the case of the foregoing clause (ii)) the Aggregate CollateralValue equals or exceeds the Required Collateral Amount (or the Minimum RequiredCollateral Amount if such replacement is effected prior to the Collateral ValueEffective Date). It is understood that no Unmatured Event of Default or Event ofDefault under this Section 9.19 shall be deemed to have occurred unless the LoanParties have failed to comply with such Section 9.19 and also failed to (x) make theprepayment referenced in Section 13.8(a)(iii), in the case of an Event of Lossoccurring after the Collateral Value Effective Date or (y) deliver the CashCollateral referenced in Section 13.8(a)(v), in the case of an Event of Lossoccurring prior to the Collateral Value Effective Date.     Section 9.20. Costs of Compliance. Bear all costs and expenses ofcompliance with Section 9.16, Section 9.17 and Section 9.18; provided that thereimbursement of any costs or expenses of the Agent or Banks shall be subject toSection 13.5 hereof.     Section 9.21. Further Assurances. Promptly upon request by the Agent,or any Secured Party through the Agent, do, execute, acknowledge, deliver, record,re-record, file, re-file, register and re-register any and all such further acts,deeds, conveyances, pledge agreements, assignments, financing statements andcontinuations thereof, termination statements, notices of assignment, transfers,certificates, assurances and other instruments as the Agent, for itself or on behalfof such Secured Party, may reasonably require and that are necessary from time totime in order to (a) to the fullest extent permitted by applicable law, subject theCollateral to the Liens now or hereafter intended to be covered by any of theCollateral Documents, (b) perfect and maintain the validity, effectiveness andpriority of any of the Collateral Documents and any of the Liens intended to becreated thereunder and (c) assure, convey, grant, assign, transfer, preserve,protect and confirm more effectively unto the Secured Parties the rights granted ornow or hereafter intended to be granted to the Secured Parties under any LoanILFC Amendment No. 1 to 2011 Facility
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Document or under any other instrument executed in connection with any LoanDocument to which the Company is or is to be a party.     Section 9.22. Prepayments, Etc., of Indebtedness. Not, and not permitany Subsidiary to, prepay, redeem, purchase, defease or otherwise satisfy prior tothe scheduled maturity thereof in any manner, or make any payment in violation ofany subordination terms of, any Indebtedness with a scheduled maturity date laterthan October 13, 2012 (other than the ratable prepayment or other satisfaction ofthe Loans), except (i) regularly scheduled or required repayments, prepayments orredemptions of Indebtedness, (ii) any prepayments or redemptions of Indebtedness inconnection with a refunding or refinancing thereof; provided that the termsof any such extending, refunding or refinancing Indebtedness, and of any agreemententered into and of any instrument issued in connection therewith, are otherwisepermitted by the Loan Documents; providedfurther that the principalamount of such Indebtedness being refinanced shall not be increased above theprincipal amount thereof outstanding immediately prior to such extension, refundingor refinancing, (iii) any prepayment of Indebtedness outstanding under (1) theCredit Agreement, dated as of October 13, 2009, among the Company, States Aircraft,Inc., Shrewsbury Aircraft Leasing Limited, Top Aircraft, Inc., ILFC Ireland Limited,ILFC France S.A.R.L. and ILFC Labuan Ltd., AIG Funding, Inc., as lender, and WellsFargo Bank Northwest, National Association, as security trustee, as amended, (2) theAmended and Restated Credit Agreement, dated as of October 13, 2009, among theCompany, States Aircraft, Inc., Shrewsbury Aircraft Leasing Limited, Top Aircraft,Inc., ILFC Ireland Limited, ILFC France S.A.R.L. and ILFC Labuan Ltd., AIG Funding,Inc., as lender, and Wells Fargo Bank Northwest, National Association, as securitytrustee, as amended, and (3) the Credit Agreement, dated as of September 22, 2008,between AIG, and Federal Reserve Bank of New York, as amended, (iv) any prepaymentof Indebtedness in connection with loan to value ratios being below the thresholdsset forth in the documentation governing such Indebtedness, provided that theprincipal amount of such prepayment does not exceed the greater of the amountrequired to meet the specified threshold set forth in such documentation orinsurance, sale or other proceeds in respect of the applicable collateral and (v)prepayment of other Indebtedness in an aggregate principal amount not to exceed$500,000,000; provided that prepayments permitted under this clause (v) shall notexceed an aggregate principal amount of $250,000,000 unless and until the CollateralValue Effective Date shall have occurred.     Section 9.23. Amendments of Constitutive Documents of Guarantors andPledged SPEs. Except as required by law, not amend, or permit any of theGuarantors or Pledged SPEs to amend, any such Guarantor’s or Pledged SPE’scertificate of incorporation or bylaws or other constitutive documents in any mannermaterially adverse to the interests of the Secured Parties without the consent ofthe Required Secured Parties.     Section 9.24. Activities of Guarantors and Pledged SPEs. Not and notpermit any Guarantor, Pledged SPE or Intermediate Lessee to incur anyILFC Amendment No. 1 to 2011 Facility
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Indebtedness or Liens or engage in any other activities except PermittedCollateral Liens and such Indebtedness, Liens and other activities that arepermitted or not prohibited by Sections 4.01(a) and (b) of the Security andGuarantee Agreement.     Section 9.25. Aircraft Engines. Cause each Pledged SPE to hold titleto a requisite number of engines with respect to each Eligible Aircraft Owned bysuch Pledged SPE in accordance with Leasing Company Practice except as necessary ordesired in order to replace or substitute any such engine, including, withoutlimitation, in an Event of Loss; provided that any such replacement orsubstitution period shall not exceed 90 days in each case; providedfurther that this Section 9.25 shall not apply to any Pledged SPE andEligible Aircraft the title to which is held by such Pledged SPE to the extent thatthe Company would be in compliance with Section 9.16 or Section 9.18(a), asapplicable, without taking into account the Aircraft Value of such Eligible Aircraftin determining such compliance.”          2.20. Section 11.1.3 of the Credit Agreement is amended by replacing the words “the Company orany Significant Subsidiary” wherever they appear therein with the words “the Company, any otherLoan Party or any Significant Subsidiary”.          2.21. Section 11.1.4 of the Credit Agreement is amended in its entirety to read as follows:“11.1.4. Non-Compliance with the Loan Documents. (a) Failure by the Companyto comply with Sections 9.14 (solely with respect to the Collateral and the assetsof any Pledged SPE or Intermediate Lessee), 9.18(a), 9.18(b), 9.19, 13.8(a)(iv) or13.8(a)(v) hereof, it being agreed that the sole cure period for any breach ofSections 9.18(a), 9.18(b) or 9.19 shall be the time period specifically set forth ineach such section, (b) failure by the Company to comply with Section 9.24 or aGuarantor to comply with Sections 4.01(a)(v), 4.01(a)(ix) or 4.01(b) of the Securityand Guarantee Agreement or (c) failure by the Company or any Guarantor to complywith or to perform any of the Company’s or any Guarantor’s covenants in any of theLoan Documents or any other provision of any of the Loan Documents (and notconstituting an Event of Default under any of the other provisions of this Section11.1) and continuance of such failure for 60 days (or, if the Company failed to givenotice of such noncompliance or nonperformance pursuant to Section 9.1.4 within oneBusiness Day after obtaining actual knowledge thereof, 60 days less the number ofdays elapsed between the date the Company obtained such actual knowledge and thedate the Company gives the notice pursuant to Section 9.1.4, but in no event lessthan one Business Day) after notice thereof to the Company from the Agent, any Bank,or the holder of any Note.”          2.22. Section 11.1.5 of the Credit Agreement is amended by adding after the word “herein” inthe second line thereof the words “or in any other Loan Document”.ILFC Amendment No. 1 to 2011 Facility
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          2.23. Section 11 of the Credit Agreement is amended by adding a new Section 11.1.9 as follows:     “Section 11.1.9. Collateral Documents. Any Collateral Document afterdelivery thereof (including pursuant to Section 9.18) shall for any reason cease tobe valid and binding on or enforceable in any material respect against any LoanParty party thereto, or shall for any reason cease to create a valid and perfectedfirst priority lien on and security interest in the Collateral (subject to anyPermitted Collateral Liens) purported to be covered thereby, except (i) as a resultof the release of a Loan Party or the sale or other disposition of other Collateralin a transaction permitted under the Loan Documents, (ii) as a result of the Agent’sfailure to (A) maintain possession of any stock certificates, promissory notes orother instruments delivered to it under the Collateral Documents or (B) file UniformCommercial Code continuation statements, or (iii) with respect to Collateral of *deminimis*value or to the extent that the Aggregate Collateral Value (excluding anyunperfected Collateral) exceeds the Required Collateral Amount, or in each case anysuch Loan Party shall so state in writing.”          2.24. Section 12.9(d) of the Credit Agreement is hereby amended in its entirety to read asfollows:“(d) If so requested by any Bank by written notice to the Company (with a copyto the Agent), the Company shall execute and deliver to such Bank (and/or, if sospecified in such notice, any Person who is an assignee of such Bank pursuant toSection 13.4.1 hereof) promptly after receipt of such notice, a 2011 Bid Note or2011 Committed Note, as applicable (if such Bank is a 2011 Bank), or a 2012 Bid Noteor 2012 Committed Note, as applicable (if such Bank is a 2012 Bank).”2.25. Section 13.8 of the Credit Agreement is amended as follows:(a) Section 13.8(a) of the Credit Agreement is amended by restating it in itsentirety to read as follows:“(a)(i) As of the Collateral Value Effective Date, the Termination Date forthe existing Commitment of each 2012 Bank is extended to October 13, 2012.In connection with such agreement of each 2012 Bank to extend itsTermination Date, (x) the Company shall pay to each such 2012 Bank a onetime amendment fee (the “2012 Amendment Fee”) in an amount equal to        .50% of such 2012 Bank’s 2012 Committed Loans, such 2012 Amendment Fee to bepayable on the Amendment Effective Date, (y) the Company shall pay to eachsuch 2012 Bank a fee (the “2012 Additional Extension Fee”) in anamount equal to 1.50% per annum of such 2012 Bank’s 2012 Committed Loans,such 2012 Additional Extension Fee to be payable from time to time after theAmendment Effective Date until the termination of such 2012 Bank’s 2012Commitment and shall be paid on each date on which interest is paid on anysuch 2012 Committed Loan ofILFC Amendment No. 1 to 2011 Facility
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such 2012 Bank and (z) the 2012 Commitment and 2012 Committed Loans of eachsuch 2012 Bank and all amounts owing in respect thereof, including, withoutlimitation any fees payable, will be secured by the Collateral.(ii) Not more than 120 days nor less than 45 days prior to thethen-effective Termination Date with respect to any Loans, the Company may,at its option, request all the Banks then party to this Agreement to extendtheir scheduled Termination Dates by an additional one year period, or suchshorter period as agreed upon by the Company and the Agent, by means of aletter, addressed to the Agent (who shall promptly deliver such letter toeach Bank), substantially in the form of Exhibit J. Each Bank electing (inits sole discretion) so to extend its scheduled Termination Date shallexecute and deliver not earlier than the 90th day nor later than the 20thday prior to the then-effective Termination Date for the applicable Loanscounterparts of such letter to the Company and the Agent, who shall notifythe Company, in writing, of the Banks’ decisions no later than 15 days priorto the existing Termination Date, whereupon (unless Banks with an aggregatePercentage in excess of 25% decline to extend their respective scheduledTermination Dates, in which event the Agent shall notify all the Banksthereof and no such extension shall occur) such Bank’s scheduled TerminationDate for the applicable Loans shall be extended, effective only as of thedate that is such Bank’s then-current scheduled Termination Date for theapplicable Loans, to the date that is one year, or such shorter period asagreed as provided above, after such Bank’s then-current scheduledTermination Date. Any Bank that declines or fails to respond to theCompany’s request for such extension shall be deemed to have not extendedits scheduled Termination Date. The fees payable, applicable interest ratemargins, if any, and other terms of any future extension of the TerminationDate pursuant hereto shall be as agreed by the applicable extending Banksand the Company.(iii) If the Company fails to comply or elects not to comply with Section9.18(b) above or, with respect to any Event of Loss that shall have occurredon or after the Collateral Value Effective Date, Section 9.19 above, in eachcase within the time period specified therein, the Company shall, not laterthan the date of expiration of such time period, ratably prepay CommittedLoans and permanently reduce Commitments so that after giving effect to suchprepayment and Commitment reduction, the Aggregate Collateral Valuedetermined in accordance with the three Appraisal Reports most recentlydelivered to the Agent pursuant to Section 9.17, shall be equal to orgreater than the Required Collateral Amount, such prepayment to beaccompanied by a certificate from an Authorized Officer certifying to theforegoing.(iv) If on any Determination Date, the Company fails to comply or elects notto comply with Section 9.16 as certified by the Company in a RequiredILFC Amendment No. 1 to 2011 Facility
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Collateral Determination Certificate, the Company shall (A) withrespect to the first and second Determination Dates, within three BusinessDays after delivery of such Required Collateral Determination Certificate,Cash Collateralize the 2012 Committed Loans in an amount equal to thedifference between the Minimum Required Collateral Amount for suchDetermination Date and the Aircraft Value (as set forth in the most recentAppraisal Reports delivered to the Agent pursuant to Section 9.17) ofEligible Aircraft owned by the Pledged SPEs on such Determination Date and(B) with respect to the final Determination Date, within three Business Daysafter delivery of such Required Collateral Determination Certificate,ratably prepay Committed Loans and permanently reduce Commitments so thatafter giving effect to such prepayment and Commitment reduction, theAircraft Value (as set forth in the most recent Appraisal Reports deliveredto the Agent pursuant to Section 9.17) of Eligible Aircraft owned by thePledged SPEs on such Determination Date is equal to an amount necessary forthe Company to satisfy the requirements of Section 9.16.(v) If the Company fails to comply with Section 9.19 or, at the Company’selection in lieu of compliance with Section 9.19, if such Event of Lossshall have occurred prior to the Collateral Value Effective Date, theCompany shall not later than the last day of the time period specified inSection 9.19 for delivering a supplement to Schedule 9.18 hereof, CashCollateralize 2012 Committed Loans in an amount equal to the differencebetween the Minimum Required Collateral Amount as of the most recentDetermination Date and the Aircraft Value (as set forth in the most recentAppraisal Reports delivered to the Agent pursuant to Section 9.17) ofEligible Aircraft owned by the Pledged SPEs (other than the EligibleAircraft to which such Event of Loss relates) as of such DeterminationDate.”(b) Section 13.8(c) is amended by replacing the phrase “subsection (a)” wherever itappears therein with the phrase “subsection (a)(ii)”.(c) Section 13.8(f) is amended by deleting it in its entirety.          2.26. Pursuant to the terms of Section 13.8, as amended hereby, Schedule I to the CreditAgreement is replaced in its entirety with Annex I hereto and the Agent is hereby authorized tosubstitute such Schedule with such Annex I.          2.27. The Credit Agreement is amended by adding a new Schedule IV titled “Aircraft” and a newSchedule 9.18 titled “Eligible Aircraft”.          2.28. The Credit Agreement is amended by deleting (a) Exhibit D thereto and substitutingtherefor Exhibits D-1 and D-2 in the forms set forth on Annex II hereto and (b) Exhibit E andsubstituting therefor Exhibit E-1 and Exhibit E-2 in the forms set forth on Annex III hereto.ILFC Amendment No. 1 to 2011 Facility
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          2.29. The Credit Agreement is amended by adding a new Exhibit K titled “Security and GuaranteeAgreement”.          Section 3. Condition to Effectiveness. This Amendment shall become effective as ofthe first date (the “Amendment Effective Date”) on which the following conditions precedentshall have been satisfied:     (a) the Agent shall have received this Amendment executed by the Company, the Agent andthe Required Banks;     (b) the Agent and the Company shall have received evidence that 2012 Banks consists ofBanks whose aggregate Commitments, determined immediately prior to the occurrence of theAmendment Effective Date, equals or exceeds 75% of the then Aggregate Commitments;     (c) the Agent shall have received certified copies of the resolutions of the Board ofDirectors of the Company approving this Amendment and the transactions contemplated herebyincluding the extension of the existing Termination Date and of all documents evidencingother necessary corporate action and governmental and other third party approvals andconsents, if any, with respect thereto;     (d) the Agent shall have received the Security and Guarantee Agreement, duly executedby each Guarantor, together with:     (A) evidence of authorization, consents and all necessary approvals(corporate or otherwise) for the execution and delivery of the Security andGuarantee Agreement and the other Collateral Documents by each Guarantor andthe completion of all recordings and filings of or with respect to eachCollateral Document that the Agent may deem reasonably necessary or requiredin order to perfect and protect the Liens created thereby, including,without limitation, recordings and filings with the Secretary of State ofCalifornia, the Irish Companies Registration Office and the Irish RevenueCommissioners (other than such filings in Ireland that will be made within21 days after the date of the Security and Guarantee Agreement), and allfiling and recording fees and taxes in respect thereof shall have been dulypaid,     (B) completed requests for information, dated on or before theAmendment Effective Date, listing all effective financing statements filedin the jurisdictions referred to in clause (A) above and in such otherjurisdictions as determined by the Agent, that name each Guarantor asdebtor, together with copies of such financing statements,     (C) certificates representing all certificated Initial Pledged Equityreferred to therein accompanied by undated stock powers executed in blank,andILFC Amendment No. 1 to 2011 Facility
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     (D) evidence that all other actions that the Agent may deem reasonablynecessary or required in order to perfect and protect the liens and securityinterests created under the Collateral Documents in the Collateral requiredto be subject thereto on the Amendment Effective Date have been taken;     (d) the Agent shall have received (i) an opinion of the in house counsel of theCompany, (ii) an opinion of O’Melveny & Myers LLP, special counsel to the Loan Parties, and(iii) an opinion of A&L Goodbody, special counsel to the Loan Parties, in each case, datedas of the Amendment Effective Date and in form and substance reasonably satisfactory to theAgent;     (e) there shall be no action, suit, investigation or proceeding pending or, to theknowledge of the Company, threatened in any court or before any arbitrator or governmentalauthority that (i) could reasonably be expected to have a Material Adverse Effect or (ii)purports to adversely affect the transactions contemplated by this Amendment;     (f) the Agent shall have received a certificate of an officer of the Company certifyingthat (a) no Event of Default or Unmatured Event of Default has occurred and is continuing orwill result from the execution, delivery and effectiveness of this Amendment, (b) therepresentations and warranties contained in Section 8 of the Credit Agreement, as amendedhereby, are true and correct in all material respects as of the Amendment Effective Date(other than with respect to any representation and warranty that expressly relates to anearlier date, in which case such representation and warranty shall be true and correct inall material respects as of such earlier date); and (c) that certain Amendment No. 2 to theExisting 2010 Credit Agreement in substantially the form provided to the Agent and the Bankshas been executed and delivered by the parties thereto and is in full force and effect;     (g) a solvency certificate from the chief financial officer of the Companysubstantially in form of Annex IV hereto;     (h) the Aircraft listed on Schedule IV shall have an aggregate Aircraft Value on theAmendment Effective Date of not less than $3,787,000,000 based on the Initial AppraisalReports;     (i) the Company shall have delivered new Notes to each 2012 Bank that shall haverequested one prior to the Amendment Effective Date; and     (j) the 2012 Amendment Fee payable to each 2012 Bank pursuant to Section 13.8(a)(i) ofthe Credit Agreement (as amended by this Amendment) shall have been paid.          Section 4. Representations and Warranties. The Company represents and warrants to theBanks and the Agent that (a) the execution, delivery and performance by the Company of thisAmendment and the performance by the Company of the Credit Agreement, as amended hereby, have beenduly authorized by all necessary corporate action on the part of theILFC Amendment No. 1 to 2011 Facility
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Company, (b) this Amendment has been duly executed and delivered by the Company, (c) thisAmendment and the Credit Agreement, as amended hereby, constitute the legal, valid and bindingobligations of the Company, enforceable against the Company in accordance with their respectiveterms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium andsimilar laws of general applicability relating to or affecting creditors’ rights generally and togeneral equity principles, (d) the representations and warranties of the Company set forth inSection 8 of the Credit Agreement, as amended hereby, are true and correct in all material respectson the date hereof as if made on and as of the date hereof (other than with respect to anyrepresentation and warranty that expressly relates to an earlier date, in which case suchrepresentation and warranty shall be true and correct in all material respects as of such earlierdate) and as if each reference in said Section 8 to “this Agreement” included reference to thisAmendment and to the Credit Agreement as amended by this Amendment (and the Company agrees that itshall be an Event of Default under Section 11.1.5 of the Credit Agreement if any representation orwarranty of the Company in this Amendment is untrue or misleading in any material respect whenmade), and (e) as of the date hereof, no Unmatured Event of Default or Event of Default hasoccurred and is continuing.          Section 5. Reference to and Effect on the Loan Documents. On and after theeffectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each referencein each of the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like importreferring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, asamended by this Amendment. Except as herein provided, the Credit Agreement shall remain unchangedand in full force and effect. The execution, delivery and effectiveness of this Amendment shallnot, except as expressly provided herein, operate as a waiver of any right, power or remedy of anyBank or the Agent under the Credit Agreement, nor constitute a waiver of any provision of theCredit Agreement, any Note or any other Loan Document.          Section 6. Costs and Expenses. The Company hereby agrees to pay on demand allreasonable out-of-pocket costs and expenses incurred by the Agent pursuant to the Credit Agreementor in connection with this Amendment or the Credit Agreement, or any of the transactionscontemplated hereby or thereby (including, without limitation, the reasonable fees andout-of-pocket expenses of counsel for the Agent) in accordance with the terms of Section 13.5 ofthe Credit Agreement.          Section 7. Miscellaneous. This Amendment may be executed in any number ofcounterparts, all of which taken together shall constitute one and the same amendatory instrumentand any of the parties hereto may execute this Amendment by signing any such counterpart. Deliveryof an executed counterpart of a signature page to this Amendment by facsimile or other electroniccommunication shall be effective as delivery of a manually executed counterpart of this Amendment.This Amendment shall be governed by, and construed in accordance with, the law of the State of NewYork.ILFC Amendment No. 1 to 2011 Facility
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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered as of the day and year first above written.         INTERNATIONAL LEASE FINANCE CORPORATION           By: /s/ Frederick S. Cromer Name:      Frederick S. Cromer      Title:       Chief Financial Officer           By: /s/ Pamela S. Hendry Name:      Pamela S. Hendry      Title:      Senior Vice President and Treasurer           AGENT           CITICORP USA, INC.           By: /s/ Maureen P. Maroney Name:       Maureen P. Maroney      Title:     Authorized Signatory           BANKS           CITICORP USA, INC.           By: /s/ Maureen P. Maroney Name:       Maureen P. Maroney      Title:      Authorized Signatory  ILFC Amendment No. 1 to 2011 Facility
 

 
      BANK OF AMERICA, N.A.