exv10w3






Exhibit 10.3



December 4, 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 NO. 2




     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 Federal Reserve





 









 





Bank of New York (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
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. 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 as a result of failure to
make 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) as a result of failure to
make filings and/or recordings on the local aviation or other applicable register in the
jurisdiction of registration of all 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
Agreement No. 2 (this “Agreement”), each of the Required Persons hereby agrees to waive,
during the Waiver Period (as defined below) only, each of the Requirements, but only until the
earlier of (x) the Required Perfection Date (as defined after giving effect to this Agreement) and
(y) the time (if any) at which the Parent Borrower shall fail to comply with any of the following
requirements (the period from the date hereof to such earlier time, the “Waiver Period”):



     (a) On
or before December 15, 2009, the Parent Borrower shall remove the Pool Aircraft listed on Schedule 1 attached hereto
(the “Removed Aircraft”) from the Designated Pool and
provide Non-Pool Aircraft of reasonably equivalent appraised value and otherwise acceptable to the
Required Persons in substitution for the Removed Aircraft (the “Substituted Aircraft”). As
promptly as practicable following such substitution, but in no event later than January 31, 2010,
the Parent Borrower shall satisfy the Express Perfection Requirements with respect to the
Substituted Aircraft.



 









 





     (b) On or before December 15, 2009, the Parent Borrower shall add each of the New Intermediate
Lessees (other than ILFC UK Limited) as Intermediate Lessees under the Credit Agreements and the
other applicable Loan Documents in accordance with Section 2.12(c) of each of the Credit
Agreements.



     (c) On or before January 31, 2010, the Parent Borrower shall cause the Express Perfection
Requirements to be satisfied with respect to each Supplemental Geneva Pool Aircraft in a manner
satisfactory to the Required Persons (in their sole discretion). Failure to complete the Express
Perfection Requirements with respect to the Supplemental Geneva Pool Aircraft by January 31, 2010
shall cause the Applicable Margin to increase by 0.50% per annum for so long as such Express
Perfection Requirements remain unsatisfied.



     (d) Following the Parent Borrower’s receipt of a Transfer Mandate (as defined below) from the
FRBNY, the Parent Borrower shall cause the Pool Aircraft Owned by the Parent Borrower specified in
such Transfer Mandate to be transferred to one or more SPCs (as defined in the Credit Agreements)
by the deadline contained in such Transfer Mandate (the “Mandate Deadline”) in a manner
satisfactory to the Required Persons (in their sole discretion); provided that, in no event
shall a Mandate Deadline be less than three months from the date on which the applicable Transfer
Mandate was delivered by the FRBNY to the Parent Borrower. Each such SPC shall be structured in a
manner satisfactory to the Required Persons (in their sole discretion) and shall become a
Designated Borrower under each of the Credit Agreements in accordance with Section 2.12(d) thereof.
As used herein, a “Transfer Mandate” shall mean a writing submitted by the FRBNY to the Parent
Borrower (with a copy to the Lender) identified as a Transfer Mandate and expressly setting forth
(i) the specific Pool Aircraft (and related Aircraft Assets) covered by such Transfer Mandate
(which may be all of the Pool Aircraft or any smaller subset thereof) (the “Mandated Pool
Aircraft”), (ii) the deadline for completion of transfer of all such Mandated Pool Aircraft to
SPC(s) (which may be a single date or multiple dates in the sole discretion of the FRBNY) and (iii)
any requirements with respect to the SPCs to which such Mandated Pool Aircraft are to be
transferred, including without limitation, the entity type, whether more than one Pool Aircraft is
to be transferred to such SPCs and the jurisdiction of formation. The parties agree that the last
sentence of Section 5.06 of the Credit Agreements shall not be applicable to the transfer of Pool
Aircraft to SPCs in compliance with this paragraph (d), to the extent applicable.



     If, following receipt of a Transfer Mandate, the Parent Borrower determines that a transaction
or plan involving one or more Mandated Pool Aircraft does not warrant, or is inconsistent with, the
transfer of such Mandated Pool Aircraft to one or more SPCs (a “Non-SPC Plan”), the Parent
Borrower shall send a written request for consent relating to the Non-SPC Plan to the FRBNY, such
written request to include a description of the Non-SPC Plan in reasonable detail, proposed date of
consummation (if applicable), the business rationale for the Non-SPC Plan and the anticipated
benefit thereof to the Parent Borrower and its creditors, as well as any other relevant terms as
appropriate. Neither the Parent Borrower nor any of its Affiliates shall proceed with such Non-SPC
Plan unless the FRBNY has provided written consent to the Non-SPC Plan; such consent may provide
for additional perfection requirements or any additional conditions or requirements determined to
be advisable by the FRBNY in its sole discretion.



 









 





     (e) The Parent Borrower shall, within 10 Business Days of the end of each calendar month until
the Required Perfection Date has occurred, provide evidence satisfactory to the Required Persons of
progress with respect to the transfer of Pool Aircraft to SPC(s), including any transfers required
under paragraph (d) of this Section 2. The Parent Borrower further agrees to participate in weekly
teleconferences with the Required Persons to provide a status update on the transfer of Pool
Aircraft to SPCs.



     (f) The Parent Borrower acknowledges and agrees that the failure to comply with any of the
requirements in paragraphs (a), (b), (c), (d) or (e) of this Section 2 shall constitute an Event of
Default under each of the Credit Agreements.



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 definition of the following term set forth in Section 1.01 of each of the Credit
Agreements is hereby amended to read in full as follows:




     “Applicable Margin” means, subject to increase pursuant to paragraph (c) of Section 2
of the Temporary Waiver and Amendment, 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) “New Intermediate Lessees” has the meaning specified in the Temporary Waiver and
Amendment.




     (ii) “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.




     (iii) “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.




     
(iv) “Temporary Waiver and Amendment” means the Temporary Waiver and Amendment No. 2
dated as of December 4, 2009 among the Borrowers, Holdings and the Required Persons.



     (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.”



     (d) Each New Intermediate Lessee is deemed to be an Initial Intermediate Lessee for the
purposes of Sections 5.03, 5.04, 5.16, 5.23, 5.24, 5.25 and 5.26 of each of the Credit Agreements.
The phrases in Section 5.27 of each of the Credit Agreements “within three months of the Effective
Date” and “on or before the six-month anniversary of the Effective Date” shall be deemed replaced
with “by August 1, 2010”.



SECTION 4. FAILURE TO MEET MANDATE DEADLINE




Each of the signatories hereto agrees that, in the event that the Parent Borrower fails to meet a
Mandate Deadline in violation of Section 2(d) of this Agreement, each of the Credit Agreements may
be deemed, in the FRBNY’s sole discretion, 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:




     (i) “Applicable Margin” means 9.025% per annum.




     (ii) “LIBO Rate” means, with respect to any Borrowing for any Interest Period, the rate
per annum equal to the greater of (a) 2.0% per annum and (b) the British Bankers Association
LIBOR Rate (“BBA LIBOR”) for three-month deposits in Dollars that appears on the display
designated as the “Telerate Successor Page 3750”, as published by the “Reuters Monitor Money
Rates Services”, or if such display is not available, the display designated as “BBAM 1”, as
published by the “Bloomberg Financial Markets Information Services” (or, in either case,
such other page or service as may replace it for the purpose of displaying BBA LIBOR of
major banks for U.S. dollar deposits) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period. If neither rate is available at
such time for any



 









 







reason, then the “LIBO Rate” with respect to such Borrowing for such
Interest Period shall be the rate per annum determined by the Lender to be
representative of the rate per annum at which three-month deposits in Dollars are offered to
major banks in the London interbank market in London, England on the last day of the
preceding Interest Period.



     (b) 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 FRBNY may elect, upon written notice to the Lender and the Borrowers given no less
than 5 Business Days before the applicable Quarterly Payment Date, that the Borrowers pay
interest attributable to the PIK Portion by increasing the outstanding principal amount of
the Loan on such Quarterly Payment Date (“PIK Interest”); provided that, in the
event that the FRBNY elects PIK Interest with respect to any Interest Period, it shall be
deemed to have elected PIK Interest for each subsequent Interest Period unless written
notice to the contrary is provided to the Lender and the Borrowers prior to the applicable
Quarterly Payment Date. 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.”



     (c) 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) such percentage,
not to exceed 6.0% per annum, determined by the FRBNY in its sole discretion.



 









 





SECTION 5. AMENDMENTS



Each of the signatories hereto agrees that each of the Credit Agreements shall be deemed to be
amended as follows:




     (a) As of the date hereof, irrespective of whether the Waiver Period is continuing, clause
(vi) of the definition of “Express Perfection Requirements” set forth in Section 1.01 of each of
the Credit Agreements is hereby amended by adding the phrase “and any filings and/or recordings on
the local aviation or other applicable register in the jurisdiction of registration of the
applicable Pool Aircraft as any Required Person deems necessary or advisable (in its sole
discretion),” after “UCC Financing Statement filings,” and by adding a new sentence at the end
thereof to read as follows:



     “For the avoidance of doubt, any Local Aviation Register Filings shall be made for the purpose
of preserving the ability of any Security Trustee to enforce a certain security interest with the
applicable priority set forth in the Mortgage, and any provision contained in the Local Aviation
Register Filings shall be interpreted consistently with the Loan Documents and under no
circumstances shall it be deemed or interpreted to have modified or amended any provision contained
in any of the Loan Documents if the effect of such modification or amendment would be to limit the
rights or remedies available to or the obligations of the Security Trustees under the Loan
Documents or would be to limit the obligations, rights or remedies of any Borrower Party.”



     (b) As of the date hereof, irrespective of whether the Waiver Period is continuing, Section
1.01 of each of the Credit Agreements is amended by adding, in appropriate alphabetical order, the
following defined terms:




     (i) “Final Pool Aircraft” has the meaning specified in Section 2.15.




     (ii) “Release Date” has the meaning specified in Section 2.15.




     (iii) “Released Aircraft” has the meaning specified in Section 2.15.



     (c) As of the date hereof, irrespective of whether the Waiver Period is continuing, the
definition of “Required Perfection Date” set forth in Section 1.01 of each of the Credit Agreements
is hereby amended to read in full as follows:




     (i) “Required Perfection Date” means the date on which all Express Perfection
Requirements shall have been satisfied with respect to the Pool Aircraft (satisfaction to be
determined by the FRBNY in its sole discretion), as more fully set forth in the definition
of “Express Perfection Requirements”; provided that the Required Perfection Date
shall not occur until the first date on which (i) the Parent Borrower no longer Owns any
Pool Aircraft and (ii) each Pool Aircraft is Owned by an SPC.



     (d) As of the date hereof, irrespective of whether the Waiver Period is continuing, each of
the Credit Agreements is amended by replacing Section 2.15 therein in its entirety with the
following:



 









 





     “Upon the occurrence of the Required Perfection Date, (i) the definition of Required Pool
Aircraft and all references thereto contained herein shall be deleted, (ii) the last paragraph of
Section 5.02(a) shall be deleted, (iii) Schedules 3.19(a) and (b) shall be amended by the Parent
Borrower to pertain only to the Final Pool Aircraft (as defined below) and the Leases relating
thereto and (iv) Schedules 3.19(c) and (d) shall be deleted. Within thirty (30) days of the
Required Perfection Date, the Required Persons will, at their sole discretion, select a portfolio
of Pool Aircraft with an aggregate Appraised Value sufficient to satisfy Section 5.22(a) of the
Credit Agreements as of the Required Perfection Date (the “Final Pool Aircraft”). On the thirty
first (31st) day following the Required Perfection Date (the “Release Date”), all Pool Aircraft
that are not Final Pool Aircraft (the “Released Aircraft”) shall cease to be Pool Aircraft
hereunder and under any other Loan Document; provided that the Released Aircraft shall not
cease to be Pool Aircraft to the extent that, as of the Release Date, either before or after giving
pro forma effect to the cessation of such Released Aircraft as Pool Aircraft hereunder and under
the other Loan Documents, an Event of Default shall have occurred and be continuing. For the
avoidance of doubt and subject to the proviso of the preceding sentence, the Borrowers shall not be
required to comply with the Express Perfection Requirements with respect to the Released Aircraft
after the Release Date. In addition, the FRBNY may, prior to the Required Perfection Date and at
its sole discretion, cause certain Pool Aircraft to cease to be Pool Aircraft by delivering written
notice to the Parent Borrower to such effect, in which case such released Pool Aircraft shall
immediately be deemed to be Released Aircraft and cease to be Pool Aircraft (including for purposes
of the definition of Required Perfection Date). Once the Released Aircraft cease to be Pool
Aircraft hereunder and under the other Loan Documents, each Security Trustee’s security interest
in, and Lien on, the Released Aircraft (and any other Aircraft Assets directly related to the
Released Aircraft) shall be automatically released. The Security Trustees shall promptly execute
and deliver to the Parent Borrower, at the Parent Borrower’s expense, all documents that the Parent
Borrower shall reasonably request to evidence their release of the security interests in, and Liens
on, the Released Aircraft (and any other Aircraft Assets directly related to the Released
Aircraft).”



SECTION 6. COMMUNICATION WITH THIRD PARTIES




     Each of the signatories hereto agrees that, subject to (i) the terms of the quiet enjoyment
letter provided by the Security Trustee relating to each Lease in accordance with Section 4.02 of
the Credit Agreement and Section 4.03 of the Amended and Restated Credit Agreement and (ii) Section
9.12 of the Mortgage, (a) the Required Persons or their representatives may communicate with third
parties, including but not limited to any Governmental Authority or Lessee, in connection with the
transfer of Pool Aircraft to SPCs and (b) the Parent Borrower shall cooperate reasonably with the
Required Persons in connection with such communication.




 











 





SECTION 7. 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 and the Borrowers.



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

	 	 	 	 	 	
	 	Name: 	Maeve O’Reilly 	

	 	Title: 	Director 	 	
	
	Address: 	30 North Wall Quay, Dublin 1 	 	 	 	 	
	 
	Occupation: 	Administrator 	 	 	 	 	






 









 






	 	 	 	 	 
	 	TOP AIRCRAFT, INC.

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



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	AIG FUNDING, INC.

 	 
	 	By:  	/s/ Robert A. Gender	 
	 	 	Name:  	Robert A. Gender	 
	 	 	Title:  	President	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	FEDERAL RESERVE BANK OF NEW YORK

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




 












 




Schedule 1




Removed Aircraft




	 	 	 	 	 	 	 	 	 
	 	 	Airframe	 	Engine	 	 	 	 
	 	 	Manufacturer and	 	Manufacturer	 	 	 	 
	Airframe MSN	 	Model	 	and Model	 	Engine MSN 1	 	Engine MSN 2
	1912

	 	Airbus A319-100
	 	IAE V2524-A5
	 	V11399
	 	V11402
	1962

	 	Airbus A319-100
	 	IAE V2524-A5
	 	V11447
	 	V11454
	1850

	 	Airbus A321-200
	 	IAE V2533-A5
	 	V11361
	 	V11362
	1926

	 	Airbus A321-200
	 	IAE V2533-A5
	 	V11415
	 	V11417
	3421

	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12858
	 	V12860
	3424

	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12862
	 	V12865
	3454

	 	Airbus A319-100
	 	IAE V2524-A5
	 	V12882
	 	V12890
	3694

	 	Airbus A319-100
	 	IAE V2524-A5
	 	V13082
	 	V13084