exv10w1






Exhibit
10.1




SIDE LETTER TO FACILITY AGREEMENT




27 February 2010




Aircraft Facility Agreement dated 18 May 2004 between International Lease Finance Corporation, as
guarantor and subordinated lender (“ILFC”), Whitney Leasing Limited, as borrower (the “Borrower”),
Aircraft SPC-12, Inc., (the “Borrower Parent”), Bank of Scotland plc, as original lender, facility
agent, security trustee and British lead manager, Bank of Scotland plc, Paris Branch, as French
lead manager and Bank of Scotland plc, Frankfurt Branch, as German lead manager providing for the
financing of certain Airbus Aircraft (as amended, extended, supplemented and acceded to from time
to time the “Facility Agreement”).





	1.	 	Reference is made to the Facility Agreement. Terms defined in the Facility Agreement
(whether expressly therein or by reference to another document) shall, unless otherwise
defined herein or the context otherwise requires, have the same meanings when used in this
Letter Agreement.






	2.	 	For good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto, ILFC and the Borrower have agreed to enter into
this Letter Agreement.






	3.	 	ILFC hereby undertakes and covenants that from the date of this Letter Agreement and until 31
December 2012 (the “Effective Period”), it shall not (and ILFC shall procure that none of its
Subsidiaries shall) enter into a single transaction or a series of transactions (whether
related or not and whether voluntary or involuntary) to sell, transfer or otherwise dispose of
property or assets to third parties which together have a total net book value (such net book
value being the total of the amounts reported as “Proceeds from disposal of flight equipment —
net of loss or gain” on the statement of cash flow in ILFC’s consolidated financial statements
from time to time) which is greater than the Agreed Disposition Amount (as defined in the next
sentence) determined for the calendar quarter for which the most recent of any such sales or
transfers is reported (as “Proceeds from disposal of flight equipment — net of loss or gain”)
in ILFC’s financial statements as described above. As used in this paragraph 3, the “Agreed
Disposition Amount” will be (i) from the date of this letter until March 31, 2010, ten billion
seven hundred and fifty million Dollars (US$10,750,000,000) (the “Initial Agreed Disposition
Value”), and (ii) from April 1, 2010 through the end of the Effective Period, an amount
determined each calendar quarter by reducing the Initial Agreed Disposition Amount by
ninety-one million three hundred seventy-five thousand Dollars (US$91,375,000) for each
completed calendar quarter after December 31, 2009. ILFC and the Borrower agree and
acknowledge that any breach of the covenant contained in this paragraph 3 shall constitute an
immediate Termination Event under the Facility Agreement in relation to the New Loans only and
for so long as such Termination Event is continuing the provisions of clause 10.2 (Rights
following a Termination




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	 	 	Event) of the Facility Agreement shall be applicable in relation to the New Loans only.
For the purposes of this Letter Agreement, the term “New Loans” means each new Loan which
is from time to time made pursuant to the Facility Agreement following the date of this
Agreement.






	4.	 	If a Termination Event occurs under the Facility Agreement solely as a result of ILFC and the
Borrower breaching their respective obligations pursuant to paragraph 3 above, and such
Termination Event results in the New Loans (but not any other Loan which has been made
pursuant to the Facility Agreement) being accelerated, that acceleration of the New Loans
shall not give rise to a Termination Event (as such term is defined in the 1999 Facility
Agreement) under the 1999 Facility Agreement provided ILFC or the Borrower pays the amounts
which are then required to be paid under the Facility Agreement. For the avoidance of doubt,
the acceleration of any other indebtedness owed under the Facility Agreement (including,
without limitation, the acceleration of any other indebtedness under the Facility Agreement
following a failure by ILFC or the Borrower to repay the New Loans in full following their
acceleration pursuant to paragraph 3) shall constitute a Termination Event under the 1999
Facility Agreement.






	5.	 	For the avoidance of doubt, intercompany sales, transfers and other dispositions of property
or assets involving only ILFC and/or any Subsidiaries of ILFC shall be permitted and are not
limited by the provisions of paragraph 3.






	6.	 	ILFC will promptly notify the Agent of the occurrence of any transaction referred to in
paragraph 3 above.






	7.	 	ILFC hereby undertakes and covenants that it shall not use any of the proceeds of any sale,
transfer or other disposal of property or assets effected after the date hereof to pay
dividends or other distributions of a similar nature to AIG or any other person provided that
for the avoidance of doubt, this paragraph 6 shall not prevent ILFC and its Subsidiaries from
using such proceeds for the payment of debt or the payment of customary intercompany
settlements, contracts and allocations in circumstances where the relevant proceeds are to
remain with ILFC or a Subsidiary of ILFC or are to be paid to AIG or a Subsidiary of AIG
(including AIG Funding, Inc.).






	8.	 	The provisions of this Letter Agreement shall be without prejudice to the rights of the
Security Trustee pursuant to the Facility Agreement (including, without limitation, the rights
of the Security Trustee pursuant to Clause 10.1.9 (Change or Cessation of Business) of the
Facility Agreement).






	9.	 	This Letter Agreement constitutes the legal, valid and binding obligations of the parties
hereto enforceable in accordance with its terms.






	10.	 	The provisions of clauses 20 (Rights Cumulative, Waivers, Severability), 22 (Notices), 23.2
to 23.6 (inclusive), 24.2 to 24.4 (inclusive), 25 (Confidentiality),




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	 	 	26 (Counterparts and Delivery by Facsimile) and 27 (Third Parties Rights) of the Facility
Agreement shall be incorporated into this Letter Agreement as if set out in full herein and
as if references therein to “this Agreement” were references to “this Letter Agreement”.
	 
	11.	 	This Letter Agreement and all non contractual matters related thereto shall be governed by
and construed in accordance with the laws of England.
	 
	12.	 	This Letter Agreement shall terminate on 31 December 2012.




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EXECUTION PAGE — SIDE LETTER TO FACILITY AGREEMENT




	 	 	 

	INTERNATIONAL LEASE FINANCE CORPORATION

	 	BANK OF SCOTLAND PLC






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Julie I. Sackman
	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name: Julie I. Sackman,

	 	 	 	Name:	 	 	 	 
	 

	 	Executive Vice President and General Counsel
	 	 	 	 	 	 

	 	 






	 	 	 

	WHITNEY LEASING LIMITED

	 	BANK OF SCOTLAND PLC, PARIS BRANCH






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Brian M. Monkarsh
	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name: Brian M. Monkarsh,

	 	 	 	Name:	 	 	 	 
	 

	 	Director 	 	 	 	 	 	 

	 	 






	 	 	 

	AIRCRAFT SPC-12, INC.

	 	BANK OF SCOTLAND PLC, FRANKFURT BRANCH






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	/s/ Julie I. Sackman
	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name: Julie I. Sackman,

	 	 	 	Name:	 	 	 	 
	 

	 	Secretary 	 	 	 	 	 	 

	 	 






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EXECUTION PAGE — SIDE LETTER TO FACILITY AGREEMENT




	 	 	 

	INTERNATIONAL LEASE FINANCE CORPORATION

	 	BANK OF SCOTLAND PLC






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	 	 	By:
	 	/s/ Mike Gear	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name: Mike Gear	 	 
	 

	 	 	 	 

	 	 	 	 	 	 






	 	 	 

	WHITNEY LEASING LIMITED

	 	BANK OF SCOTLAND PLC, PARIS BRANCH






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	 	 	By:
	 	/s/ Mike Gear	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name: Mike Gear	 	 
	 

	 	 	 	 

	 	 	 	 	 	 






	 	 	 

	AIRCRAFT SPC-12, INC.

	 	BANK OF SCOTLAND PLC, FRANKFURT BRANCH






	 	 	 	 	 	 	 	 	 	 	 

	By:

	 	 	 	 	 	By:
	 	/s/ Mike Gear	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name: Mike Gear	 	 
	 

	 	 	 	 

	 	 	 	 	 	 







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