exv10w6






Exhibit 10.6


EXECUTION COPY


AMENDMENT NO. 2




          AMENDMENT NO. 2 dated as of April 16, 2010, between INTERNATIONAL LEASE FINANCE CORPORATION
(the “Company”); each of the financial institutions listed on the signature pages hereof
(individually, a “Bank” and, collectively, the “Banks”, together with their
respective successors and assigns); and CITICORP USA, INC. (herein, in its individual corporate
capacity, together with its successors and assigns called “CUSA”), as administrative agent for the
Banks (herein, in such capacity, together with its successors and assigns in such capacity, called
the “Agent”).




          The Company, the Banks and CUSA, as administrative agent, are parties to a Five-Year Revolving
Credit Agreement dated as of October 14, 2005 (as amended by Amendment No. 1 dated as of October
13, 2006, the “Credit Agreement”) providing, subject to the terms and conditions thereof,
for loans to be made by said Banks to the Company in an aggregate principal amount not exceeding
$2,000,000,000. The Company has requested that the Credit Agreement be amended in certain respects
and accordingly, the parties hereto hereby agree as follows:




          Section 1. Definitions. Except as otherwise defined in the Credit Agreement, terms
defined in the Credit Agreement (as amended hereby) are used herein as defined therein.




          Section 2. Amendments. Subject to the execution and delivery hereof by the Company,
the Required Banks and the Agent, the Credit Agreement is amended effective upon such execution and
delivery as follows:




          2.01. References in the Credit Agreement to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof’) shall be deemed to be references to the Credit
Agreement as amended by this Amendment No. 2.




          2.02. The following new definitions are inserted in Section 1.2 of the Credit Agreement in
proper alphabetical order:





“Amendment No. 2” means Amendment No. 2 dated as of April 16, 2010 to this
Agreement.




“Amendment No. 2 Effective Date” means April 16, 2010.




“Net Cash Proceeds” means, with respect to the incurrence or issuance of any
Indebtedness by the Company or any of its Subsidiaries, the excess of (i) the sum of
the cash proceeds received in connection with such incurrence or issuance over (ii)
the underwriting discounts and commissions or other similar payments, and other
out-of-pocket costs, fees, commissions, premiums and expenses (including attorneys
fees, investment banking fees, brokerage and consultant fees, and taxes) incurred by
the Company or such Subsidiary in connection with such incurrence or issuance to the
extent such amounts were not deducted in determining the amount referred to in
clause (i), it being understood that any such proceeds that are subject to an
escrow, cash collateral or similar restrictive account in connection with such
incurrence or issuance shall not be deemed to be received



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by the Company or its Subsidiaries until such proceeds are no longer required to be
held in such restrictive account.




“Other Term Loans” means term loans of the Company existing on the Amendment
No. 2 Effective Date and held by certain Banks in an aggregate principal amount not
to exceed $500,000,000.



          2.03. Section 2.1 of the Credit Agreement is amended by deleting the words “the date which is
the fourteenth day preceding such Bank’s Termination Date” and substituting therefor the words “the
Amendment No. 2 Effective Date”.




          2.04. Section 3.1 of the Credit Agreement is amended by deleting the words “such Bank’s
Termination Date” and substituting therefor the words “the Amendment No. 2 Effective Date”.




          2.05. Section 5 of the Credit Agreement is amended to add a new Section 5.3 as follows:





     “Section 5.3. Mandatory Prepayments and Reduction of Commitments. The
Company shall, upon receipt of the Net Cash Proceeds of any incurrence or issuance
of Indebtedness after the Amendment No. 2 Effective Date by the Company or any of
its Subsidiaries secured by a Lien permitted under Section 9.14(n), (a) prepay all
then outstanding Committed Loans in an aggregate principal amount equal to such Net
Cash Proceeds and (b) permanently reduce the Commitments in an aggregate principal
amount equal to such Net Cash Proceeds; provided that in the case of each
clause (a) and (b), to the extent Section 9.14(n)(y) is applicable to such
prepayment and permanent reduction, the amount required to be prepaid or permanently
reduced shall be subject to the requirements set forth therein.”




2.06. Section 9.14 of the Credit Agreement is amended as follows:




(a) clause (k) therein is replaced in its entirety to read as follows:




“(k) carrier’s, warehouseman’s, hangar keeper’s, mechanic’s, repairer’s, landlord’s
and materialmen’s Liens, Liens for Taxes, assessments and other governmental charges
and other Liens arising in the ordinary course of business, by operation or law or
under customary terms of repair or modification agreements or any engine or
parts-pooling arrangements, securing obligations that are not incurred in connection
with the obtaining of any advance or credit and which are either not overdue or are
being contested in good faith and by appropriate proceedings diligently pursued;”




(b) the following new clauses “(l) through (m)” are inserted therein and clause “(l)” is
re-designated as new clause “(o)”:




     ”(l) Liens securing obligations of the Company and its Subsidiaries under the
Five-Year Revolving Credit Agreement dated as of October 13, 2006, as



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amended, among the Company, Citicorp USA Inc., as administrative agent
thereunder and the banks and financial institutions party thereto;




     (m) Liens securing the Other Term Loans;




     (n) Liens securing Indebtedness incurred or issued by the Company or any
Subsidiary after the Amendment No. 2 Effective Date so long as the Net Cash Proceeds
from such Indebtedness are applied (x) pursuant to Section 5.3 to prepay Committed
Loans outstanding hereunder and terminate and permanently reduce the Commitments in
connection therewith or (y) to prepay the Other Term Loans so long as, in the case
of prepayments pursuant to this clause (y), Committed Loans shall have been prepaid
(or shall simultaneously be prepaid and the Commitments in respect thereof
terminated and permanently reduced) in the aggregate by a principal amount equal to
the aggregate principal amount of the Other Term Loans so prepaid; and”.



          Section 3. Representations and Warranties. The Company represents and warrants to the
Banks and the Agent that (a) the representations and warranties of the Company set forth in Section
8 of the Credit Agreement are true and correct in all material respects on the date hereof (other
than with respect to any representation and warranty that expressly relates to an earlier date, in
which case such representation and warranty shall be true and correct in all material respects as
of such earlier date) as if made on and as of the date hereof and as if each reference in said
Section 8 to “this Agreement” included reference to this Amendment No. 2 and to the Credit
Agreement as amended by this Amendment No. 2 (and the Company agrees that it shall be an Event of
Default under Section 11.1.5 of the Credit Agreement if any representation or warranty in this
Amendment No. 2 is untrue or misleading in any material respect when made), and (b) as of the date
hereof, no Unmatured Event of Default or Event of Default has occurred and is continuing.




          Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. Delivery of an executed counterpart of a signature page to this Amendment No. 2 by
facsimile or other electronic communication shall be effective as delivery of a manually executed
counterpart of this Amendment. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed
and delivered as of the day and year first above written.




	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	
/s/ Frederick S. Cromer
 	 
	 	 	Name:  	Frederick S. Cromer 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                            /s/ Pamela S. Hendry
 	 
	 	 	Name:  	Pamela S. Hendry 	 
	 	 	Title:  	Senior Vice President & Treasurer 	 
	 



	 	 	 	 	 
	 	AGENT



CITICORP USA, INC.

 	 
	 	By:  	/s/ Maureen P. Maroney
 	 
	 	 	Name:  	Maureen P. Maroney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	BANKS



CITICORP USA, INC.

 	 
	 	By:  	/s/ Maureen P. Maroney
 	 
	 	 	Name:  	Maureen P. Maroney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ Sean A. Tobias
 	 
	 	 	Name:  	Sean A. Tobias 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	BANK OF AMERICA, N.A., as successor by merger to

Merrill Lynch Bank USA

 	 
	 	By:  	/s/ Sean A. Tobias
 	 
	 	 	Name:  	Sean A. Tobias 	 
	 	 	Title:  	Senior Vice President 	 
	 



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	 	Mizuho Corporate Bank, Ltd.

 	 
	 	By:  	/s/ Toru Inoue
 	 
	 	 	Name:  	Toru Inoue 	 
	 	 	Title:  	Deputy General Manager 	 
	 



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	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 
FKA CREDIT
SUISSE, CAYMAN ISLANDS BRANCH

 	 
	 	By:  	/s/ Jay Chall
 	 
	 	 	Name:  	Jay Chall 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Kevin Buddhdew
 	 
	 	 	Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 



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	 	LEHMAN BROTHERS COMMERCIAL BANK

 	 
	 	By:  	/s/ Gary Murray
 	 
	 	 	Name:  	Gary Murray 	 
	 	 	Title:  	Chief Credit Officer 	 
	 



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	 	BANK OF MONTREAL

 	 
	 	By:  	/s/ Sue Blazis
 	 
	 	 	Name:  	Sue Blazis 	 
	 	 	Title:  	Vice President 	 
	 



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	 	THE BANK OF NEW YORK MELLON

 	 
	 	By:  	/s/ Gordon Berger
 	 
	 	 	Name:  	Gordon Berger 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Sandy Yeh
 	 
	 	 	Name:  	Sandy Yeh 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation

 	 
	 	By:  	/s/ Yoshihiro Hyakutome
 	 
	 	 	Name:  	Yoshihiro Hyakutome 	 
	 	 	Title:  	General Manager 	 
	 



	 	 	 	 	 
	 	Intesa Sanpaolo S.p.A.

 	 
	 	By:  	/s/ Robert Wurster
 	 
	 	 	Name:  	Robert Wurster 	 
	 	 	Title:  	SVP 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	               /s/ Francesco Di Mario
 	 
	 	 	Name:  	Francesco Di Mario 	 
	 	 	Title:  	FVP 	 
	 



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	 	Societe Generale

 	 
	 	By:  	/s/ Carol Radice
 	 
	 	 	Name:  	Carol Radice 	 
	 	 	Title:  	Director 	 
	 



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	 	The Bank of Nova Scotia

 	 
	 	By:  	/s/ Todd Meller
 	 
	 	 	Name:  	Todd Meller 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	UBS AG, Stamford Branch

 	 
	 	By:  	/s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                   /s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 



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	 	Standard Chartered Bank

 	 
	 	By:  	/s/ James Conti
 	 
	 	 	Name:  	James Conti 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Robert Reddington
 	 
	 	 	Name:  	Robert Reddington 	 
	 	 	Title:  	Credit Documentation Manager 	 
	 



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	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Matthew H. Massie
 	 
	 	 	Name:  	Matthew H. Massie 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	Royal Bank of Canada

 	 
	 	By:  	/s/ Howard Lee
 	 
	 	 	Name:  	Howard Lee 	 
	 	 	Title:  	Authorized Signatory 	 
	 



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	 	BNP PARIBAS

 	 
	 	By:  	/s/ Marguerite L. Ledon
 	 
	 	 	Name:  	Marguerite L. Ledon 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                /s/ Joseph M. Malley
 	 
	 	 	Name:  	Joseph M. Malley 	 
	 	 	Title:  	Managing Director 	 
	 



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	 	The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York

Branch

 	 
	 	By:  	/s/ David Noda
 	 
	 	 	Name:  	David Noda 	 
	 	 	Title:  	VP & Manager 	 
	 



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	 	HSBC Bank (USA), N.A.

 	 
	 	By:  	/s/ Paul Silvester
 	 
	 	 	Name:  	Paul Silvester 	 
	 	 	Title:  	MD, Deputy Head of FIG U.S. 	 
	 



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	 	DEUTSCHE BANK AG NEW YORK BRANCH

 	 
	 	By:  	/s/ John McGill
 	 
	 	 	Name:  	John McGill 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                 /s/ Michael Campites
 	 
	 	 	Name:  	Michael Campites 	 
	 	 	Title:  	Vice President 	 
	 



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	 	Barclays Bank PLC

 	 
	 	By:  	/s/ Kevin Cullen
 	 
	 	 	Name:  	Kevin Cullen 	 
	 	 	Title:  	Director 	 
	 



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	 	BANK OF SCOTLAND PLC (formerly The Governor and

Company of the Bank of Scotland)

 	 
	 	By:  	/s/ Victoria Goodenough
 	 
	 	 	Name:  	Victoria Goodenough 	 
	 	 	Title:  	Director, The Americas, Aircraft Finance 	 
	 



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	 	Lloyds TSB Bank Plc

 	 
	 	By:  	/s/ Susanne Hughes
 	 
	 	 	Name:  	Susanne Hughes 	 
	 	 	Title:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                    /s/ Nick Bruce
 	 
	 	 	Name:  	Nick Bruce 	 
	 	 	Title:  	Managing Director 	 
	 



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