exv10w1






Exhibit 10.1




Extension Letter





	To: 	 the Addressees listed in Schedule 2





11 May 2009




Dear Sirs



Facility Agreement dated 18 May 2004 relating to the financing of certain Airbus aircraft





	1.	 	We refer to an aircraft facility agreement dated 18 May 2004 (as amended from time to time)
between the banks and financial institutions named therein (as lenders), Bank of Scotland plc,
London Branch (as lead manager, security trustee and agent), Bank of Scotland plc, Frankfurt
Branch (as lead manager), Bank of Scotland plc, Paris Branch (as lead manager), Whitney
Leasing Limited (as borrower), Aircraft SPC-12, Inc. (as borrower parent) and International
Lease Finance Corporation (as guarantor and subordinated lender) (the “Facility Agreement”).
	 
	2.	 	Save as otherwise provided herein, words and expressions used in this extension letter shall
have the same meaning ascribed to them in the Facility Agreement.
	 
	3.	 	The Borrower, the Borrower Parent and the Guarantor have requested that the Availability
Period be extended and that certain further amendments (as more particularly described below)
are made to the terms of the Facility Agreement. The Agent (for and on behalf of itself and
the Lenders), the Security Trustee, the Lead Managers and the Original Lender will consent to
this request upon and subject to the terms of this extension letter.
	 
	4.	 	Each of the parties hereto hereby agrees that with effect from the date hereof:






	 	(a)	 	the Availability Period is extended to cover the period up to and including 30
June 2010; and
	 
	 	(b)	 	Clause 2.1 (as previously amended) shall be further amended by deleting the
existing sub-paragraph (z) contained therein (which reads “(z) three billion six
hundred and forty three million, six hundred and sixty thousand Dollars
(US$3,643,660,000.00)”) and replacing the same with a new sub-paragraph (z) reading as
follows:
	 
	 	 	 	“..(z) four billion, six hundred and forty three million, six hundred and sixty
thousand Dollars (US$4,643,660,000.00); and..”
	 
	 	(c)	 	the list of Eligible Aircraft set out in Schedule 5 Part A of the Facility
Agreement shall be replaced by the list of aircraft set out in Schedule 1 hereto. All
references to ‘Eligible Aircraft’ in the Facility Agreement shall henceforth be treated
as a reference to Schedule 1 hereto and the Facility Agreement shall be read and
construed accordingly;






	5.	 	Each of the Borrower, the Borrower Parent and the Guarantor hereby repeats the
representations and warranties set out in Clause 6.1 and Clause 6.2 of the Facility Agreement,
to the extent relevant to each party.




 









 












	6.	 	Save as specified herein, the terms and conditions of the Facility Agreement shall continue
in full force and effect.
	 
	7.	 	A person who is not a party to this extension letter shall have no rights under the Contracts
(Rights of Third Parties) Act 1999.
	 
	8.	 	This extension letter shall be governed by and construed in accordance with English law.
	 
	9.	 	The provisions of Clause 23.2 to Clause 23.6 inclusive of the Facility Agreement are hereby
incorporated into this extension letter mutatis mutandis, with all references therein to ‘this
Agreement’ being treated as a reference to this extension letter.





Yours faithfully




	 	 	 	 	 
	 	 	 
	/s/ Pamela S. Hendry
 	 	 	 
	WHITNEY LEASING LIMITED 	 	 	 
	 	 	 
	 	 	 
	/s/ Pamela S. Hendry 	 	 	 
	AIRCRAFT SPC-12, INC. 	 	 	 
	 	 	 
	 	 	 
	/s/ Pamela S. Hendry 	 	 	 
	INTERNATIONAL LEASE FINANCE CORPORATION 	 	 	 
	 	 	 	 
	 




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We hereby agree, acknowledge and consent to the terms of this extension letter




The Agent




	 	 	 	 	 
	 	 	 
	/s/ Mike Gear 	 	 	 
	BANK OF SCOTLAND PLC 	 	 	 
	 	 	 	 
	The Security Trustee 	 	 	 
	 	 	 
	 	 	 
	/s/ Mike Gear 	 	 	 
	BANK OF SCOTLAND PLC 	 	 	 
	 	 	 
	The British Lead Manager 	 	 	 
	 	 	 
	 	 	 
	/s/ Mike Gear 	 	 	 
	BANK OF SCOTLAND PLC, LONDON BRANCH 	 	 	 
	 	 	 	 
	The French Lead Manager 	 	 	 
	 	 	 	 
	 	 	 
	/s/ Mike Gear 	 	 	 
	BANK OF SCOTLAND PLC, PARIS BRANCH 	 	 	 
	 	 	 	 
	The German Lead Manager 	 	 	 
	 	 	 
	 	 	 
	/s/ Mike Gear 	 	 	 
	BANK OF SCOTLAND PLC, FRANKFURT BRANCH 	 	 	 



The Original Lender




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	/s/ Mike Gear 	 	 	 
	BANK OF SCOTLAND PLC 	 	 	 
	 	 	 	 



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SCHEDULE 1




Details of Proposed Aircraft and Proposed Aircraft Delivery Schedule




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DELIVERY	 	ENGINE	 	 
	NO.	 	MODEL	 	DATE	 	MODEL	 	OPERATOR
	1

	 	A320-214
	 	7-May-09
	 	CFM56-5B4/3
	 	*
	 
	 	 	 	 	 	 	 	 
	2

	 	A319-100
	 	11-May-09
	 	V2527M-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	3

	 	A320-214
	 	14-May-09
	 	CFM56-5B4/3
	 	*
	 
	 	 	 	 	 	 	 	 
	4

	 	A320-200
	 	19-May-09
	 	CFM56-5B4/3
	 	*
	 
	 	 	 	 	 	 	 	 
	5

	 	A319-132
	 	20-May-09
	 	V2524-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	6

	 	A330-243
	 	26-May-09
	 	TRENT 772B-60
	 	*
	 
	 	 	 	 	 	 	 	 
	7

	 	A321-211
	 	29-May-09
	 	CFM56-5B3/3
	 	*
	 
	 	 	 	 	 	 	 	 
	8

	 	A321-231
	 	30-Jun-09
	 	V2533-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	9

	 	A321-231
	 	1-Jul-09
	 	V2533-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	10

	 	A330-243
	 	1-Jul-09
	 	TRENT 772C-60
	 	*
	 
	 	 	 	 	 	 	 	 
	11

	 	A320-200
	 	1-Nov-09
	 	CFM56-5B4/3
	 	*
	 
	 	 	 	 	 	 	 	 
	12

	 	A321-231
	 	1-Nov-09
	 	V2533-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	13.

	 	A321-200
	 	1-Dec-09
	 	V2533-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	14

	 	A319-100
	 	1-Apr-10
	 	CFM56-5B6/3
	 	*
	 
	 	 	 	 	 	 	 	 
	15.

	 	A320-200
	 	1-May-10
	 	CFM56-5B4/3
	 	*
	 
	 	 	 	 	 	 	 	 
	16.

	 	A321-200
	 	1-May-10
	 	V2533-A5
	 	*
	 
	 	 	 	 	 	 	 	 
	17

	 	A321-200
	 	1-May-10
	 	CFM56-5B4/3
	 	*
	 
	 	 	 	 	 	 	 	 
	18

	 	A321-200
	 	1-Jun-10
	 	CFM56-5B4/3
	 	*







 




			
	*	 	Indicates that certain information contained herein has been omitted and filed separately with the Securities and
Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.




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SCHEDULE 2




Addressees





	1	 	Bank of Scotland plc (acting in its capacity as Agent for and on behalf of the Lenders (each
as defined in the Facility Agreement),
	 
	2	 	Bank of Scotland plc (acting in its capacity as Security Trustee for and on behalf of itself,
the Lead Managers and the Lenders (each as defined in the Facility Agreement),
	 
	3	 	Bank of Scotland plc, London Branch (acting in its capacity as British Lead Manager (as
defined in the Facility Agreement),
	 
	4	 	Bank of Scotland plc, Paris Branch (acting in its capacity as French Lead Manager (as defined
in the Facility Agreement),
	 
	5	 	Bank of Scotland plc, Frankfurt Branch (acting in its capacity as German Lead Manager (as
defined in the Facility Agreement), and
	 
	6	 	Bank of Scotland plc (acting in its capacity as Original Lender (as defined in the Facility
Agreement)






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