exv10w2






Exhibit 10.2









December 1, 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




TEMPORARY WAIVER AND AMENDMENT




     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 and (iii) 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 &




10250 Constellation Blvd. Suite 3400, Los Angeles,
CA 90067 (310) 788-1999 Fax: (310) 788-1990


an American
International Company



 









 




Jenson. Capitalized terms used but not otherwise defined herein shall have the meanings assigned
to such terms in the Credit Agreements.




SECTION 1. OBLIGATIONS UNDER CREDIT

AGREEMENTS AND POST-CLOSING LETTER




     The parties acknowledge that the Parent Borrower will not (i) add ILFC Cayman Limited,
ILFC Aruba A.V.V., ILFC (Bermuda) III, Ltd. and ILFC UK Limited (the “New Intermediate
Lessees”) as Intermediate Lessees under the Credit Agreements and the other applicable Loan
Documents by December 1, 2009 as required by paragraph 6 of the Post-Closing Letter, (ii)
satisfy the Express Perfection Requirements with respect to the Type B Required Pool
Aircraft by making filings and/or recordings on the local aviation or other applicable
register in the jurisdiction of registration of the Type B Required Pool Aircraft deemed
necessary or advisable by a Required Person by December 1, 2009 as required by Section
5.02(a) of each of the Credit Agreements and (iii) satisfy the Express Perfection
Requirements with respect to the Supplemental Geneva Pool Aircraft (and where applicable
the related Assigned Leases) by making the filings and/or recordings on the local aviation
or other applicable register in the jurisdiction of registration of the Supplemental Geneva
Pool Aircraft deemed necessary or advisable by a Required Person by December 1, 2009 as
required by Section 5.02(a) of each of the Credit Agreements ((i), (ii) and (iii), without
reference to the December 1, 2009 deadline, collectively, the “Requirements”).



SECTION 2. WAIVER




     By signing and returning an executed counterpart of this Temporary Waiver and
Amendment (this “Agreement”), each of the Required Persons hereby agrees to waive each of
the Requirements from the date hereof through December 4, 2009 only (the “Waiver Period”).



SECTION 3. EFFECT OF WAIVER PERIOD





     Each of the signatories hereto agrees that, so long as the Waiver Period is
continuing, each of the Credit Agreements shall be deemed to be amended as follows:



     (a) The definitions of the following terms set forth in Section 1.01 of each of the
Credit Agreements are hereby amended to read in full as follows:



          “Applicable Margin” means 6.025% per annum.




     (b) Section 1.01 of each of the Credit Agreements is amended by adding, in
appropriate alphabetical order, the following defined terms:




     (i)
“FRBNY Account Portion” means, with respect to any Interest Period, an
amount equal to (a) the Applicable Margin applicable to such Interest Period,
minus (b) 0.025% per annum.




 









 





     (ii) “PIK Portion” means, with respect to any Interest Period, an amount
equal to (a) the Applicable Margin applicable to such Interest Period, minus (b)
3.025% per annum.



     (c) Each of the Credit Agreements is amended by replacing Section 2.04(c) therein in
its entirety with the following:




     “(c) Interest accrued on the Loan shall be (i) payable in arrears on each
Quarterly Payment Date, (ii) calculated to include the first day of each Interest
Period and to exclude the last day of each Interest Period (or the Maturity Date
in the case of the last Interest Period hereunder), (iii) paid into the FRBNY
Account and (iv) subject to clause (D) of the proviso below, payable in cash;
provided that (A) interest accrued pursuant to Section 2.04(b) shall be payable on
demand and, notwithstanding clause (D) of this proviso below, in cash, (B) upon
any repayment of the Loan, interest accrued on the principal amount repaid shall
be payable on the date of such repayment, (C) interest attributable to that
portion of the Applicable Margin in excess of the FRBNY Account Portion shall be
paid into an account designated by the Lender as opposed to the FRBNY Account and
(D) the Borrowers shall pay interest attributable to the PIK Portion by increasing
the outstanding principal amount of the Loan on the relevant Quarterly Payment
Date (“PIK Interest”). Any PIK Interest so added to the principal amount of the
Loan shall bear interest as provided in this Section 2.04 from the date on which
such interest has been so added. The obligation of the Borrowers to pay PIK
Interest shall be automatically evidenced by this Agreement. Unless the context
otherwise requires, references to “principal amount” of the Loan refers to the
face amount of the Loan and not the gross proceeds funded hereunder and includes
any PIK Interest so capitalized and added to the principal amount of the Loan from
the date on which such interest has been so added.”




SECTION 4. AMENDMENT




Each of the signatories hereto agrees that, irrespective of whether the Waiver Period is
continuing, clause (ii) of the definition of “Interest Period” contained in Section 1.01 of each of
the Credit Agreements shall be amended by deleting the phrase “the day following” therefrom.




SECTION 5. MISCELLANEOUS




     (a) Limited Nature of Consent and Waiver: The waivers, amendments and consents of the
Required Persons expressly set forth in this 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 Required Persons under the Loan Documents or
under applicable law (except as specifically set forth in this Agreement); or (iii) an
agreement on the part of the Required Persons to modify, alter, amend, waive or revise any
term, condition or provision of the Loan Documents (except as specifically set forth in
this Agreement).



     (b) No Course of Dealing: The Required Persons are not obligated to grant any other
consent, amendment or waiver of any kind under the Loan Documents, and this Agreement does



 









 







not constitute a course of dealing as between the Required Persons, on the one hand, and the
Borrowers, on the other hand.



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



     (d) Conflict: In the event of any conflict between the provisions of this Agreement
and the Credit Agreements or other Loan Documents, the provisions of this 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 Agreement may be executed in counterparts (and by each party
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 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 Agreement.



     (g) Headings; Construction: The section headings in this Agreement are included for
convenience of reference only and shall not constitute a part of this Agreement for any
other purpose. Each party to this Agreement acknowledges that it was represented by
competent counsel in connection with the negotiation, drafting and execution of this
Agreement and that this 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, supplemented or waived by this Agreement are each hereby ratified and confirmed
and shall continue in full force and effect. The parties to this 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 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:  	SVP & Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	STATES AIRCRAFT, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 
	SIGNED SEALED AND DELIVERED by 

SHREWSBURY AIRCRAFT LEASING 

LIMITED by its duly appointed attorney in the 

presence of:

	 	SHREWSBURY AIRCRAFT LEASING

LIMITED	 
	 
	 	 	 
	By:
/s/ Maeve O’Reilly
	 	By:  /s/ Niall C. Sommerville	 
	 
	 	 

	Name:             Maeve O’Reilly
	 	Name:  Niall C. Sommerville

	Address:         30
North Wall Quay, Dublin 1

	 	Title:    Director

	Occupation:   Administrator

	 	 






 









 






	 	 	 	 	 
	 	TOP AIRCRAFT, INC.

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



 









 







	 	 	 	 	 



	 	 	 	 	 
	 	FEDERAL RESERVE BANK OF NEW YORK

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



 











 






	 	 	 	 	 



	 	 	 	 	 
	 	AIG FUNDING, INC.
 	 
	 	By:  	/s/
Robert A. Gender 	 
	 	 	Name:  	Robert A. Gender	 
	 	 	Title:  	President