exv10w1






Exhibit 10.1




November 23, 2009




Federal Reserve Bank of New York

33 Liberty Street

New York, NY 10045-0001





	Attention: 	 	 Steven Manzari, Credit, Investment & Payment Risk

Telecopy No.: (212) 720-6332

James R. Hennessey, Legal Department

Telecopy No.: (212) 720-7797





AIG Funding, Inc., as Lender

72 Wall Street, 10th Floor

New York, NY 10005





	Attention: 	 	 Neil Friedman

Telecopy No.: (212) 363-7176





AMENDMENT AGREEMENT




     Reference is made to that certain (i) Credit Agreement dated as of October 13, 2009 (the
“Credit Agreement”), among International Lease Finance Corporation, a California
corporation (the “Parent Borrower”), States Aircraft, Inc., a California corporation (the
“U.S. Subsidiary Borrower”), Shrewsbury Aircraft Leasing Limited, a private limited
liability company incorporated under the laws of Ireland with registration number 475896 (the
“Irish Subsidiary Borrower” and together with the Parent Borrower and the U.S. Subsidiary
Borrower, the “Borrowers”), Top Aircraft, Inc., a California corporation
(“Holdings”), ILFC Ireland Limited, a private limited liability company incorporated under
the laws of Ireland with registration number 20936 (“ILFC Ireland”), ILFC France S.a.r.l, a
société à responsabilité limitée incorporated under the laws of France (“ILFC France”),
ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore
Companies Act 1990 of Malaysia (“ILFC Labuan” and together with ILFC Ireland and ILFC
France, the “Initial Intermediate Lessees”), AIG Funding, Inc., a Delaware corporation (the
“Lender”), and Wells Fargo Bank Northwest, National Association, a national banking
association (“Wells Fargo”), as Security Trustee, (ii) Amended and Restated Credit
Agreement dated as of October 13, 2009 (the “Amended and Restated Credit Agreement” and,
together with the Credit Agreement, the “Credit Agreements”), among the Borrowers,
Holdings, the Initial Intermediate Lessees, the Lender, and Wells Fargo, as Security Trustee, (iii)
First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by each Borrower,
Holdings and each Intermediate Lessee in favor of the FRBNY (the



 









 





“First Lien Guarantee
Agreement”), (iv) Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by
each Borrower, Holdings and each Intermediate Lessee in favor of the FRBNY (the “Third Lien Guarantee Agreement”) and (v) Post-Closing Letter Agreement
dated as of October 15, 2009 (the “Post-Closing Letter”), between the Parent Borrower and the
Lender and acknowledged by the Federal Reserve Bank of New York (the “FRBNY”) and
Daugherty, Fowler, Peregrin, Haught & Jenson. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreements.




SECTION 1 — AMENDMENT




     By signing and returning an executed counterpart of this Amendment Agreement (the
“Amendment Agreement”), each of the signatories hereto agrees as follows:



     1. The Parent Borrower has agreed to grant to each of the Security Trustees, respectively, a
first-rank French law mortgage, a second-rank French law mortgage, a third-rank French law mortgage
and a fourth-rank French law mortgage (each, a “French Mortgage” and, collectively, the
“French Mortgages”) over the Pool Aircraft registered in France and listed on Schedule 1
hereto (the “French Aircraft”) and to register such mortgages with the civil aviation
registry maintained by the Direction Générale de l’Aviation Civile in France. Each of the
signatories hereto agrees that, as of the date hereof, each of the Credit Agreement, Amended and
Restated Credit Agreement, First Lien Guarantee Agreement and Third Lien Guarantee Agreement shall
be deemed to be amended to reflect that the Secured Parties (as defined in the Mortgage) agree
that, in accordance with Article 2328-1 of the French Civil Code, each of the Security Trustees
shall have the right to constitute, register, manage and enforce the French Mortgages over the
French Aircraft for the account of the Secured Parties (as defined in the Mortgage).



SECTION 2 — MISCELLANEOUS




     (a) Limited Nature of Amendment: The consents of the FRBNY expressly set forth in this
Amendment Agreement shall be limited as precisely written and shall not constitute or be deemed to
constitute (i) a consent to a departure from any other term or provision of or under the Loan
Documents; (ii) a waiver of any Default or of the rights or remedies of the FRBNY under the Loan
Documents or under applicable law (except as specifically set forth in this Amendment Agreement);
or (iii) an agreement on the part of the FRBNY to modify, alter, amend, waive or revise any term,
condition or provision of the Loan Documents (except as specifically set forth in this Amendment
Agreement).



     (b) No Course of Dealing: The FRBNY is not obligated to grant any other consent,
amendment or waiver of any kind under the Loan Documents, and this Amendment Agreement does not
constitute a course of dealing as between the FRBNY and the Borrowers.



     (c) Binding on Successors and Assigns: This Amendment Agreement shall be binding upon
and inure to the benefit of both parties and their respective successors and assigns.



 









 





     (d) Conflict: In the event of any conflict between the provisions of this Amendment
Agreement and the Credit Agreements or other Loan Documents, the provisions of this Amendment
Agreement will prevail to the extent of such inconsistency.



     (e) Applicable Law: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.



     (f) Counterparts: This Amendment Agreement may be executed in counterparts (and by
both parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment Agreement by facsimile transmission or by other
electronic communication (such as by e-mail in PDF) shall be effective as delivery of a manually
signed counterpart of this Amendment Agreement.



     (g) Headings; Construction: The section headings in this Amendment Agreement are
included for convenience of reference only and shall not constitute a part of this Amendment
Agreement for any other purpose. Both parties to this Amendment Agreement acknowledge that they
were represented by competent counsel in connection with the negotiation, drafting and execution of
this Amendment Agreement and that this Amendment Agreement shall not be subject to the principle of
construing its meaning against the party that drafted it.



     (h) Ratification; Letter Agreement as a Loan Document: The Loan Documents as expressly
modified, and supplemented by this Amendment Agreement are each hereby ratified and confirmed and
shall continue in full force and effect. The parties to this Amendment Agreement expressly agree
and acknowledge that it shall be designated as, and shall constitute, a Loan Document for all
purposes of the Credit Agreements and the other Loan Documents.



[signature page(s) follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	/s/ Pamela S. Hendry	 
	 	 	Name:  	Pamela S. Hendry	 
	 	 	Title:  	Senior Vice President & Treasurer	 
	 
	 	STATES AIRCRAFT, INC.

 	 
	 	By:  	/s/ Pamela S. Hendry	 
	 	 	Name:  	Pamela S. Hendry	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED
by SHREWSBURY AIRCRAFT 

LEASING LIMITED by its duly
appointed
attorney in the presence of:	 	 	 	SHREWSBURY AIRCRAFT LEASING

LIMITED	 	 
	 

	 	 	 	 
	 	By:	 	/s/ Niall C. Sommerville 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jenny Grant	 	 	 	 	 	Name: Niall C. Sommerville	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:

	 	Jenny Grant	 	 	 	 	 	Title:   Director	 	 
	Address:
	 	Aig Centre North Wall Quay Dublin 1 	 	 	 	 	 	 	 	 
	Occupation:
	 	HR Administrator 	 	 	 	 	 	 	 	 






	 	 	 	 	 
	 	TOP AIRCRAFT, INC.

 	 
	 	By:  	/s/ Pamela S. Hendry	 
	 	 	Name:  	Pamela S. Hendry	 
	 	 	Title:  	Director	 



 









 






	 	 	 	 	 	 	 	 	 	 	 
	SIGNED SEALED AND DELIVERED
by ILFC IRELAND
LIMITED by its duly
appointed attorney in the
presence of:	 	 	 	ILFC IRELAND LIMITED
	 

	 	 	 	 	 	By:	 	/s/ Niall C. Sommerville 
	 

	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paul Broderick 	 	 	 	 	 	Name: Niall C. Sommerville
	 

	 	 	 	 	 	 	 	 
	Name:

	 	Paul Broderick 	 	 	 	 	 	Title:   Director
	Address:
	 	1 Clonfada Wood
Blackrock, Co Dublin 	 	 	 	 	 	 
	Occupation:
	 	Accountant 	 	 	 	 	 	 






	 	 	 	 	 
	 	ILFC FRANCE S.A.R.L.

 	 
	 	By:  	/s/ Niall C. Sommerville 	 
	 	 	Name: 	 Niall C. Sommerville 	 
	 	 	Title:  	 Manager  (Gérant)  	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	ILFC LABUAN LTD.

 	 
	 	By:  	/s/ Julie I. Sackman 	 
	 	 	Name:  	Julie I. Sackman 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WELLS FARGO BANK
NORTHWEST,
 NATIONAL
ASSOCIATION, as
 Security
Trustee

 	 
	 	By:  	/s/ Val T. Orton 	 
	 	 	Name:  	Val T. Orton 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AIG FUNDING, INC.

 	 
	 	By:  	/s/
Neil Friedman	 
	 	 	Name:  	Neil Friedman	 
	 	 	Title:  	Vice President	 
	 
	 	FEDERAL RESERVE BANK OF
NEW 
YORK

 	 
	 	By:  	/s/
Steven Manzari	 
	 	 	Name:  	Steven Manzari	 
	 	 	Title:  	SVP	 



 









 






	 	 	 	 	 



SCHEDULE 1




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Airframe	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Manufacturer and	 	Engine Manufacturer and	 	Engine	 	Engine	 	Engine	 	Engine	 	Country of
	#	 	MSN	 	Model	 	Model	 	MSN 1	 	MSN 2	 	MSN 3	 	MSN 4	 	Registration
	1

	 	 	2213	 	 	Airbus A319-100
	 	CFM56-5B7/P
	 	 	575799	 	 	 	575801	 	 	 	 	 	 	 	 	 	 	France
	2

	 	 	2228	 	 	Airbus A319-100
	 	CFM56-5B7/P
	 	 	575815	 	 	 	575816	 	 	 	 	 	 	 	 	 	 	France
	3

	 	 	2279	 	 	Airbus A319-100
	 	CFM56-5B7/P
	 	 	575885	 	 	 	575888	 	 	 	 	 	 	 	 	 	 	France
	4

	 	 	3065	 	 	Airbus A319-100
	 	CFM56-5B7/P
	 	 	697182	 	 	 	697183	 	 	 	 	 	 	 	 	 	 	France
	5

	 	 	1924	 	 	Airbus A320-200
	 	CFM56-5B4/P
	 	 	575534	 	 	 	575535	 	 	 	 	 	 	 	 	 	 	France
	6

	 	 	1949	 	 	Airbus A320-200
	 	CFM56-5B4/P
	 	 	575554	 	 	 	575555	 	 	 	 	 	 	 	 	 	 	France
	7

	 	 	2705	 	 	Airbus A320-200
	 	CFM56-5B4/P
	 	 	577504	 	 	 	577505	 	 	 	 	 	 	 	 	 	 	France
	8

	 	 	2721	 	 	Airbus A320-200
	 	CFM56-5B4/P
	 	 	577526	 	 	 	577530	 	 	 	 	 	 	 	 	 	 	France
	9

	 	 	3051	 	 	Airbus A321-200
	 	CFM56-5B3/P
	 	 	697174	 	 	 	697175	 	 	 	 	 	 	 	 	 	 	France
	10

	 	 	3098	 	 	Airbus A321-200
	 	CFM56-5B3/P
	 	 	697241	 	 	 	697249	 	 	 	 	 	 	 	 	 	 	France
	11

	 	 	3441	 	 	Airbus A321-200
	 	CFM56-5B3/3
	 	 	697456	 	 	 	697685	 	 	 	 	 	 	 	 	 	 	France
	12

	 	 	3401	 	 	Airbus A321-200
	 	CFM56-5B3/3
	 	 	697629	 	 	 	697672	 	 	 	 	 	 	 	 	 	 	France
	13

	 	 	3419	 	 	Airbus A321-200
	 	CFM56-5B3/3
	 	 	697663	 	 	 	697669	 	 	 	 	 	 	 	 	 	 	France
	14

	 	 	3372	 	 	Airbus A321-200
	 	CFM56-5B3/3
	 	 	697515	 	 	 	697607	 	 	 	 	 	 	 	 	 	 	France
	15

	 	 	3399	 	 	Airbus A321-200
	 	CFM56-5B3/3
	 	 	697634	 	 	 	697635	 	 	 	 	 	 	 	 	 	 	France
	16

	 	 	503	 	 	Airbus A330-200
	 	CF6-80E1-A3
	 	 	811201	 	 	 	811202	 	 	 	 	 	 	 	 	 	 	France
	17

	 	 	519	 	 	Airbus A330-200
	 	CF6-80E1-A3
	 	 	811218	 	 	 	811219	 	 	 	 	 	 	 	 	 	 	France
	18

	 	 	584	 	 	Airbus A330-200
	 	CF6-80E1-A3
	 	 	811248	 	 	 	811249	 	 	 	 	 	 	 	 	 	 	France
	19

	 	 	635	 	 	Airbus A330-200
	 	Rolls Royce TRENT 772B-60
	 	 	41308	 	 	 	41309	 	 	 	 	 	 	 	 	 	 	France
	20

	 	 	32868	 	 	Boeing B747-400
	 	CF6-80C2-B1F
	 	 	706539	 	 	 	706540	 	 	 	706541	 	 	 	706542	 	 	France
	21

	 	 	35279	 	 	Boeing B737-800
	 	CFM56-7B26/3
	 	 	896551	 	 	 	896552	 	 	 	 	 	 	 	 	 	 	France
	22

	 	 	32869	 	 	Boeing B747-400
	 	CF6-80C2-B1F
	 	 	706551	 	 	 	706552	 	 	 	706553	 	 	 	706554	 	 	France
	23

	 	 	32871	 	 	Boeing B747-400
	 	CF6-80C2-B1F
	 	 	706623	 	 	 	706624	 	 	 	706625	 	 	 	706626	 	 	France
	24

	 	 	32870	 	 	Boeing B747-400ERF
	 	CF6-80C2-B5F
	 	 	706627	 	 	 	706628	 	 	 	706629	 	 	 	706630	 	 	France
	25

	 	 	32867	 	 	Boeing B747-400ERF
	 	CF6-80C2-B5F
	 	 	706514	 	 	 	706515	 	 	 	706516	 	 	 	706517	 	 	France
	26

	 	 	29402	 	 	Boeing B777-200ER
	 	Pratt & Whitney PW4090
	 	 	P222225	 	 	 	P222226	 	 	 	 	 	 	 	 	 	 	France
	27

	 	 	35782	 	 	Boeing B777-300ER
	 	GE90-115BG02
	 	 	906603	 	 	 	906607	 	 	 	 	 	 	 	 	 	 	France
	28

	 	 	35783	 	 	Boeing B777-300ER
	 	GE90-115BG02
	 	 	906621	 	 	 	906622	 	 	 	 	 	 	 	 	 	 	France
	29

	 	 	32723	 	 	Boeing B777-300ER
	 	GE90-115BG01
	 	 	906108	 	 	 	906109	 	 	 	 	 	 	 	 	 	 	France
	30

	 	 	32724	 	 	Boeing B777-300ER
	 	GE90-115BG01
	 	 	906112	 	 	 	906113	 	 	 	 	 	 	 	 	 	 	France
	31

	 	 	32850	 	 	Boeing B777-300ER
	 	GE90-115BG01
	 	 	906129	 	 	 	906130	 	 	 	 	 	 	 	 	 	 	France
	32

	 	 	32852	 	 	Boeing B777-300ER
	 	GE90-115BG01
	 	 	906143	 	 	 	906144	 	 	 	 	 	 	 	 	 	 	France
	33

	 	 	32725	 	 	Boeing B777-300ER
	 	GE90-115BG01
	 	 	906134	 	 	 	906137	 	 	 	 	 	 	 	 	 	 	France
	34

	 	 	32711	 	 	Boeing B777-300ER
	 	GE90-115BG01
	 	 	906131	 	 	 	906132	 	 	 	 	 	 	 	 	 	 	France
	35

	 	 	35297	 	 	Boeing B777-300ER
	 	GE90-115BG02
	 	 	906377	 	 	 	906378	 	 	 	 	 	 	 	 	 	 	France