exv10w7






Exhibit 10.7




Execution Copy




AMENDMENT No. 1




          AMENDMENT No. 1 dated as of April 16, 2010 (this “Amendment”), among 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”).




          1. The Company, the Banks and CUSA, as administrative agent, are parties to a Five-Year
Revolving Credit Agreement 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 $2,500,000,000.




          2. The Company desires to extend the Termination Date under the Credit Agreement and to
designate each Bank that agrees to exchange its Commitment existing immediately prior to the
Amendment Effective Date (as hereinafter defined) for a new commitment with an extended Termination
Date (such exchanged commitment being a “2012 Commitment” and each such Bank doing such an
exchange, a “2012 Bank”).




          3. Each Bank that executes and delivers this Amendment as a 2012 Bank shall agree, as of the
Amendment Effective Date (as hereinafter defined), to extend, as of the Collateral Value Effective
Date (as hereinafter defined), the Termination Date of its existing Commitment by one year to
October 13, 2012 subject to the terms and conditions as set forth herein.




          4. Each Bank that does not extend its Termination Date shall, upon the Amendment Effective
Date become a 2011 Bank, the existing Commitments of which shall have a Termination Date of October
13, 2011, and all other rights and obligations of such 2011 Bank in effect prior to the Amendment
Effective Date with respect to its existing Commitment and Loans shall, upon and after the
occurrence of the Amendment Effective Date, remain unchanged and as in effect immediately prior to
the Amendment Effective Date.




          5. The Company has requested that the Credit Agreement be amended in certain respects to give
effect to the changes described above and as may otherwise be agreed in accordance with the terms
hereof.




          6. Accordingly, in consideration of the mutual covenants and agreements herein contained, the
parties hereto hereby agree as follows:




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




          Section 2. Amendments. Subject to the satisfaction of the conditions set forth in
Section 3 herein, the Credit Agreement is amended as follows:





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          2.01. The following definitions set forth in Section 1.2 of the Credit Agreement are amended
to read in their entirety as follows:





     “Aggregate Commitment” means, at any date of determination, the
aggregate amount of the 2011 Commitments of all 2011 Banks at such date plus the
Aggregate 2012 Commitments at such date.




     “Bank” see Preamble to this Agreement; a Bank is either a 2011 Bank or
a 2012 Bank.




     “Bid Loan” means a 2011 Bid Loan or a 2012 Bid Loan.




     “Bid Note” means a 2011 Bid Note or a 2012 Bid Note.




     “Commitment” means the Banks’ commitments to make Committed Loans
hereunder; and “Commitment” as to any Bank means its 2011 Commitment or 2012
Commitment, as applicable.




     “Committed Loan” means a 2011 Committed Loan or a 2012 Committed Loan.




     “Committed Note” means a 2011 Committed Note or 2012 Committed Note.




     “Wholly-owned Subsidiary” means any Person of which or in which the
Company and its other Wholly-owned Subsidiaries own directly or indirectly 100% of:




     (a) the issued and outstanding shares of stock,




     (b) the capital interest or profits interest of such Person, if it is a
partnership, joint venture or similar entity, or




     (c) the beneficial interest of such Person, if it is a trust, association or
other unincorporated organization




     (except in the case of each clause (a), (b) or (c), to the extent of the Local
Requirements Exception).



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





     “2011 Bank” means a Bank with a 2011 Commitment.




     “2011 Bid Loan” means a Loan in Dollars that is an Absolute Rate Loan
or a LIBOR Rate Loan made by a 2011 Bank pursuant to Section 2.




     “2011 Bid Note” means a promissory note of the Company, in
substantially the form of Exhibit D-1, duly completed, evidencing 2011 Bid


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Loans to the Company, as such note may be amended, modified or supplemented or
supplanted pursuant to Section 13.4.1 from time to time.




     “2011 Commitment” as to any Bank means the amount set forth opposite
its name on Schedule I under the caption “2011 Commitment” (as reduced in accordance
with Section 5.1, Section 5.3 or Section 13.8, or as periodically revised in
accordance with Section 13.4 or Section 13.8).




     “2011 Committed Loan” means a Loan in Dollars that is a Base Rate Loan
or a LIBOR Rate Loan made by a 2011 Bank pursuant to Section 3.




     “2011 Committed Note” means a promissory note of the Company, in
substantially the form of Exhibit E-1, duly completed, evidencing 2011 Committed
Loans to the Company, as such note may be amended, modified or supplemented or
supplanted pursuant to Section 13.4.1 from time to time.




     “2012 Additional Extension Fee” — see Section 13.8(a).




     “2012 Amendment Fee” — see Section 13.8(a).




     “2012 Bank” means a Bank with a 2012 Commitment.




     “2012 Bid Loan” means a Loan in Dollars that is an Absolute Rate Loan
or a LIBOR Rate Loan made by a 2012 Bank pursuant to Section 2.




     “2012 Bid Note” means a promissory note of the Company, in
substantially the form of Exhibit D-2, duly completed, evidencing 2012 Bid Loans to
the Company, as such note may be amended, modified or supplemented or supplanted
pursuant to Section 13.4.1 from time to time.




     “2012 Commitment” as to any Bank means the amount set forth opposite
its name on Schedule I under the caption “2012 Commitment” (as reduced in accordance
with Section 5.1, Section 5.3 or Section 13.8, or as periodically revised in
accordance with Section 13.4 or Section 13.8).




     “2012 Committed Loan” means a Loan in Dollars that is a Base Rate Loan
or a LIBOR Rate Loan made by a 2012 Bank pursuant to Section 3.




     “2012 Committed Note” means a promissory note of the Company, in
substantially the form of Exhibit E-2, duly completed, evidencing 2012 Committed
Loans to the Company, as such note may be amended, modified or supplemented or
supplanted pursuant to Section 13.4.1 from time to time.




     “Aggregate 2012 Commitments” means, as of any date of determination,
the aggregate amount of the 2012 Commitments of all 2012 Banks at such date.




     “Aggregate Collateral Value” means, at any time, the sum of the
Aircraft Values of the Eligible Aircraft Owned by the Pledged SPEs plus, prior to
the





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earlier of the final Determination Date and the Collateral Value Effective
Date, the aggregate amount of the Cash Collateral at such time.




     “Aircraft” means at any time, the aircraft set forth on Schedule IV
hereto, as supplemented or amended from time to time by the Company with the consent
of the Required Secured Parties, together with the aircraft and engine manuals,
records and other technical documents delivered or to be delivered in connection
therewith, including with respect to Aircraft added to Schedule IV pursuant to the
following proviso: provided that the Company shall be entitled to supplement
or amend Schedule IV hereto with the consent of the Agent in its reasonable
discretion to add Aircraft (i) in the event that any Aircraft are removed from
Schedule IV, including as a result of a sale, transfer or other disposition of such
Aircraft or as a result of an Event of Loss (any such Aircraft, a “Removed
Aircraft”), so long as the Aircraft added to Schedule IV is the same type and
model of Aircraft as the Removed Aircraft, is not older than the Removed Aircraft
and is subject to a lease that terminates or expires on a date after the date of
termination or expiration of the lease for the Removed Aircraft, or (ii) in the
event that the Aircraft Value of the Aircraft in the aggregate has declined as set
forth in Appraisal Reports of three Appraisers dated no earlier than six months
prior to the date of determination, so long as the Aircraft added to Schedule IV is
not older than the average age of the Aircraft set forth on Schedule IV prior to
such addition, is a model and type of Aircraft that is the same as any Aircraft set
forth on Schedule IV prior to such addition, has an Aircraft Value based on
Appraisal Reports of the three Appraisers delivered to the Agent at least 10
Business Days prior to such proposed date of amendment or supplement to Schedule IV,
and is subject to a lease with a scheduled lease term greater than or equal to the
average scheduled lease term of the Aircraft set forth on Schedule IV prior to such
addition.




     “Aircraft Value” means, at any time, with respect to any Aircraft, the
Current Market Value, determined by taking the average of the three appraised values
as reflected in the Appraisal Reports then most recently delivered to the Agent with
respect to such Aircraft, including pursuant to Section 9.17, 9.18(a), 9.18(c) or
9.19.




     “Amendment Effective Date” means April 16, 2010.




     “Amendment No. 1” means Amendment No. 1 to this Agreement dated as of
April 16, 2010.




     “Appraisal Date” means each six-month anniversary of the Initial
Appraisal Date on which new Appraisal Reports are required to be delivered to the
Agent pursuant to the terms hereof.




     “Appraisal Report” means, with respect to any Aircraft, a “desktop”
appraisal conducted by one of the three Appraisers, which appraisal assumes that
such Aircraft is in “half-time” remaining maintenance condition life, and shall




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include the “Initial Appraisal Reports” and shall not be conducted earlier than
30 days prior to any required date of delivery hereunder.




     “Appraisers” means each of AVITAS, Inc., Aircraft Information Services,
Inc. and Aviation Specialist Group, and any other appraisal firms selected and
retained by the Company and approved by the Agent.




     “Cape Town Convention” means, collectively, the Convention and the
Protocol, together with all regulations and procedures issued in connection
therewith, and all other rules, amendments, supplements, modifications, and
revisions thereto (in each case using the English language version).




     “Cape Town Filings” means filings with the International Registry under
the Cape Town Convention to evidence a Pledged SPE’s or Intermediate Lessee’s, as
applicable, title to or interest in the objects and related leases in Eligible
Aircraft in which such Pledged SPE or Intermediate Lessee, as applicable, has an
International Interest (as defined in the Cape Town Convention).




     “Cash Collateralize” means to deposit cash into the Holdco I Cash
Collateral Account as collateral for 2012 Committed Loans, and “Cash
Collateral” shall have a meaning correlative to the foregoing and shall include
the proceeds of such cash collateral.




     “Collateral” — see the Security and Guarantee Agreement.




     “Collateral Documents” means the Security and Guarantee Agreement, the
Irish Share Charge, each of the collateral documents, instruments and supplements
delivered pursuant to Section 9.21, and each other agreement to which the Company or
a Guarantor is a party that creates or purports to create a Lien in favor of the
Agent for the benefit of the Secured Parties.




     “Collateral Value Effective Date” means the first date on which the
Aggregate Collateral Value is equal to or greater than the Required Collateral
Amount.




     “Convention” means the Convention on International Interests in Mobile
Equipment signed in Cape Town, South Africa on November 16, 2001.




     “Current Market Value” means, with respect to any Aircraft, the amount,
expressed in Dollars, that may reasonably be expected for property exchanged between
a willing buyer and a willing seller with equity to both, neither under any
compulsion to buy or sell and both fully aware of all relevant, reasonably
ascertainable facts.




     “Determination Date” means, each of the sixth, ninth and twelfth month
anniversary of the Amendment Effective Date.




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     “Eligible Aircraft” means, as of any date of determination, the
Aircraft set forth on Schedule 9.18 hereof as of such date, as such Schedule is
supplemented or amended from time to time by the Company (including, without
limitation, any such Replacement Aircraft), in each case (x) which is Owned by a
Pledged SPE and (y) with respect to which, the Company and each applicable Guarantor
shall have made all related filings and taken all other actions necessary to create
a valid and perfected first priority lien and security interest in the Equity
Interests of such Pledged SPE in favor of the Agent, on behalf of the Secured
Parties, under New York law, securing the Secured Obligations, free and clear of all
other Liens, other than Permitted Collateral Liens.




     “Equity Interests” — see Security and Guarantee Agreement.




     “Event of Loss” means, with respect to any Eligible Aircraft, (a) if
the same is subject to a Lease, a “Total Loss,” “Casualty Occurrence” or “Event of
Loss” or the like (however so defined in the applicable Lease); or (b) if the same
is not subject to a Lease, (i) its actual, constructive, compromised, arranged or
agreed total loss, (ii) its destruction, damage beyond repair or being rendered
permanently unfit for normal use for any reason whatsoever, (iii) requisition for
title, confiscation, forfeiture or any compulsory acquisition or seizure or
requisition for hire (other than a confiscation, compulsory acquisition or seizure
or requisition for hire for a consecutive period not exceeding 180 days) by or under
the order of any government (whether civil, military or de facto) or public or local
authority in each case other than by the United States or (iv) its hijacking, theft
or disappearance, resulting in loss of possession by the owner or operator thereof
for a period of 180 consecutive days or longer. An Event of Loss with respect to any
Eligible Aircraft shall be deemed to occur on the date on which such Event of Loss
is deemed pursuant to the relevant Lease to have occurred or, if such Lease does not
so deem or if the relevant Eligible Aircraft is not subject to a Lease, (A) in the
case of an actual total loss or destruction, damage beyond repair or being rendered
permanently unfit, the date on which such loss, destruction, damage or rendering
occurs (or, if the date of loss or destruction is not known, the date on which the
relevant Eligible Aircraft was last heard of); (B) in the case of a constructive,
compromised, arranged or agreed total loss, the earlier of (1) the date 30 days
after the date on which notice claiming such total loss is issued to the insurers or
brokers and (2) the date on which such loss is agreed or compromised by the
insurers; (C) in the case of requisition of title, confiscation, restraint,
detention, forfeiture, compulsory acquisition or seizure, the date on which the same
takes effect; (D) in the case of a requisition for hire, the expiration of a period
of 180 days from the date on which such requisition commenced (or, if earlier, the
date upon which insurers make payment on the basis of such requisition); or (E) in
the case of clause (iv) above, the final day of the period of 180 consecutive days
referred to therein.




     “Existing 2010 Credit Agreement” means that certain $2,000,000,000
Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the




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Company, certain financial institutions party thereto and Citicorp USA, Inc.,
as administrative agent thereunder.




“FAA Filings” means filings with the Federal Aviation Administration of
the United States to evidence a Pledged SPE’s or Intermediate Lessee’s, as
applicable, title to or interest in the objects and related leases in Eligible
Aircraft registered in the United States.




“Guarantor” means Holdco I and each Parent Holdco, in each case, that
executes and delivers the Security and Guarantee Agreement.




“Holdco I” means Flying Fortress Inc., a California corporation and
direct Wholly-owned Subsidiary of the Company.




“Holdco I Cash Collateral Account” — see the Security and Guarantee
Agreement.




“Initial Appraisal Reports” means the Appraisal Reports dated on or
about the Initial Appraisal Date and provided to the Agent prior to the Amendment
Effective Date.




“Initial Appraisal Date” means March 31, 2010.




“Intermediate Lessee” — see the Security and Guarantee Agreement.




“International Registry” has the meaning given to it in the Cape Town
Convention.




“Irish Share Charge” means the Share Charge, dated as of the Amendment
Effective Date, between Holdco I and the Agent, as amended, supplemented or
otherwise modified from time to time.




“Lease” means a lease agreement relating to any Eligible Aircraft, in
each case together with all schedules, supplements and amendments thereto and each
other document, agreement and instrument related thereto.




“Leasing Company Practice” means, in relation to an Aircraft and any
particular issue or matter, the customary commercial practice of the Company, having
regard to the customary commercial practice that the Company applies under similar
circumstances in respect of other aircraft owned by it or its Affiliates and not an
Eligible Aircraft, as such practice may be required to be adjusted by the
requirements of this Agreement and the other Loan Documents, including the
requirements in respect of Collateral.




“Loan Documents” means this Agreement, the Notes and the Collateral
Documents.




“Loan Party” means the Company, Holdco I and each Parent Holdco.




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“Local Requirements Exception” means an exception for Equity Interests
or title to an Aircraft held by directors, trustees, nominees, conditional vendors
or similar persons under similar arrangements solely in order to meet local
nationality or other local requirements regarding registration or ownership of
aircraft or to minimize the impact of any Taxes on the Company or a lessee of such
Aircraft and which do not, or could not reasonably be expected to, have a material
adverse effect on the Collateral or any part thereof or the security interest of the
Agent, it being understood that all of the Equity Interests of each Parent Holdco,
each Pledged SPE and each Intermediate Lessee will be pledged to the Agent, except
for the foregoing which in any event shall be de minimis in nature.




“Minimum Required Collateral Amount” means, with respect to a
Determination Date, Eligible Aircraft with an Aircraft Value (as determined (x) in
the case of the first Determination Date, pursuant to the Initial Appraisal Reports
and (y) in the case of the other Determination Dates, pursuant to the Appraisal
Reports most recently delivered pursuant to Section 9.17) on such Determination Date
equal to (i) in the case of the first Determination Date, not less than 33.33% of
the Required Collateral Amount, (ii) in the case of the second Determination Date,
not less than 66.66% of the Required Collateral Amount and (iii) in the case of the
third Determination Date, not less than 100% of the Required Collateral Amount.




“Other Term Loans” — see Section 9.14(n).




“Own” means, with respect to any Aircraft, to hold legal and sole
ownership of such Aircraft directly or to hold 100% of the beneficial ownership of
such Aircraft through a trust, conditional sale or similar arrangement holding title
to such Aircraft; provided that, in the case of an Aircraft registered in
Japan, “Own”, and reference herein to a Pledged SPE holding title to an Aircraft
shall mean the holding of the right to acquire (for a nominal sum) title to such
Aircraft as a conditional vendee. The terms “Ownership” and “Owned
by” have a correlative meaning.




“Parent Holdco” means a direct Wholly-owned Subsidiary of Holdco I, all
of whose outstanding Equity Interests, pursuant to the Collateral Documents, is
subject to a first priority perfected Lien and security interest in favor of the
Agent for the benefit of the Secured Parties, free and clear of all other Liens
other than Permitted Collateral Liens.




“Permitted Collateral Liens” means:




(a) Liens of the type specified in clauses (e) and (k) of Section 9.14;




(b) any Lien in respect of any Aircraft for any fees or charges of any airport
or air navigation authority arising by statute or operation of law if (i) the
payments for such fees or charges are not yet due or payable or (ii) such fees or
charges are being disputed in good faith or contested in good faith by appropriate




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proceedings and reserves required by generally accepted accounting principles
in the United States of America have been made therefor;




(c) any Lien created in favor of the Agent, for the benefit of the Secured
Parties, pursuant to the Collateral Documents;




(d) any Lien affecting any Aircraft (other than a Lien for Taxes) arising out
of judgments or awards against any Loan Party, any Pledged SPE or any Intermediate
Lessee with respect to which at the time the period to file an appeal has not
expired or an appeal is being presented in good faith and with respect to which
within sixty (60) days thereafter there shall have been secured a stay of execution
pending such appeal, and then only for the period of such stay, and reserves
required in accordance with generally accepted accounting principles in the United
States of America have been made therefor; provided that, in any case, no Event of
Default has occurred and is continuing;




(e) any permitted lien or encumbrance, as defined under any lease of an
Aircraft, in respect of such Aircraft (other than Liens or encumbrances created by
any Loan Party except as described in this definition);




(f) the respective rights of a Loan Party, Pledged SPE or Intermediate Lessee
and the lessee or any third party that owns or leases equipment installed on an
Aircraft under any lease relating to an Aircraft, including any assignment of the
relevant warranties relating to an Aircraft (including restrictions on the Loan
Party’s, Pledged SPE’s or Intermediate Lessee’s right to grant a lien on or to
transfer the applicable lease or Aircraft) (and the rights of any sublessee under
any permitted sublease relating to such lease) and the documents related thereto;




(g) the rights of insurers meeting the requirements of Section 4.01(f) of the
Security and Guarantee Agreement in respect of an Aircraft, subject to insurance
policies having been entered into in the ordinary course of business and according
to commercially reasonable terms;




(h) the interests of a voting or owner trustee, as applicable, or of a lessee
in connection with the relevant Lease;




(i) any Lien bonded against by any Loan Party, Pledged SPE or Intermediate
Lessee, any lessee, or other similar third party security (which does not itself
result in a Lien on an Aircraft or any part thereof), provided that, any such
bonding or other similar third party security as against any lessee is first
approved by the Agent, acting reasonably;




(j) pledges of any aircraft (other than any Eligible Aircraft) owned by the
Company or its Subsidiaries or deposits required under a lease relating to an
Aircraft to secure payment obligations of the applicable Loan Party, Pledged SPE or
Intermediate Lessee under such lease;




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(k) any Lien in respect of any Aircraft resulting directly from any act or
omission of a lessee or sub-lessee of an Aircraft, or of any Person claiming by or
through a lessee or a sub-lessee of an Aircraft, or of any Person which has
possession of an Aircraft or any engine for the purpose of repairs, maintenance,
modification or storage, or by virtue of any requisition, seizure, or confiscation
of an Aircraft; provided that (i) no Loan Party consents to or has consented to any
such event, and (ii) the Company or the Pledged SPE which is the lessor or title
holder of such Aircraft promptly and diligently takes such commercially reasonable
actions in accordance with Leasing Company Practice in respect of such event; and




(l) any head lease, lease, conditional sale agreement or purchase option
granted by a lessor or owner as to the purchase of the related Aircraft under or in
respect of any lease relating to such Aircraft (including to an Affiliate of the
lessee of such Aircraft) existing on the date of acquisition of such Aircraft by a
Loan Party or thereafter granted in accordance with Leasing Company Practice.




“Pledged SPE” means a direct Wholly-owned Subsidiary of a Parent
Holdco, all of whose outstanding Equity Interests, pursuant to the Security and
Guarantee Agreement, are subject to a first priority perfected Lien and security
interest in favor of the Agent for the benefit of the Secured Parties, free and
clear of all other Liens other than Permitted Collateral Liens, with respect to
which the Agent has received certified copies of its constitutive documents and with
respect to the Pledged SPEs formed after the Amendment Effective Date, which
constitutive documents shall be in form and substance substantially similar to the
constituent documents of the SPEs existing on the Amendment Effective Date, or in
the case of trusts, substantially similar to the forms of trust agreements received
by the Agent on or prior to the Amendment Effective Date, except as required by the
law of the jurisdiction of organization of such SPE or as otherwise approved by the
Agent in its reasonable discretion.




“Protocol” means the Protocol to the Convention on Matters Specific to
Aircraft Equipment, as in effect in any applicable jurisdiction from time to time.




“Replacement Aircraft” means any Aircraft Owned by a Pledged SPE and
which shall have been added after the Amendment Effective Date to Schedule 9.18
hereto pursuant to Section 9.18(c) or Section 9.19.




“Required Collateral Amount” means, at any time, an amount equal to the
product of the aggregate principal amount of the 2012 Committed Loans outstanding as
of such date of determination multiplied by a fraction the numerator of which is 4
and the denominator of which is 3.




“Required Collateral Determination Certificate” means a certificate of
an Authorized Officer in substantially the form of Exhibit M attached
hereto.




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“Required Collateral Determination Date” means each of (a) the last day
of each fiscal quarter beginning with the first fiscal quarter ending after the
Collateral Value Effective Date, (b) the date of removal of any Eligible Aircraft or
a Pledged SPE or substitution of a Replacement Aircraft for an Eligible Aircraft or
an SPE for a Pledged SPE, in each case pursuant to Section 9.18(c), and (c) in the
case of the occurrence of an Event of Loss, the date of any supplement to Schedule
9.18 delivered pursuant to Section 9.19 hereof.




“Required Secured Parties” means 2012 Banks holding in the aggregate
more than 50% of 2012 Committed Loans held by the 2012 Banks at such time.




“Secured Obligations” — see the Security and Guarantee Agreement.




“Secured Parties” means the Agent and the 2012 Banks.




“Security and Guarantee Agreement” means the Security and Guarantee
Agreement dated as of the Amendment Effective Date among the Agent and the
Guarantors, substantially in the form attached as Exhibit K hereto, pursuant
to which a first priority lien and security interest in the Collateral shall have
been granted to the Agent for the benefit of the Secured Parties and the Guarantors
shall have guaranteed all Guaranteed Obligations (as defined therein), together with
each other security agreement and security agreement supplement delivered pursuant
thereto, as such agreement may be amended, supplemented or otherwise modified from
time to time.




“Security Opinions” means (a) with respect to the Amendment Effective
Date, (i) an opinion of the in-house counsel of the Company, in the form attached as
Exhibit L-1 hereto, (ii) an opinion of O’Melveny & Myers LLP, special
counsel to the Loan Parties, in the form attached as Exhibit L-2 hereto and
(iii) opinions of counsel in each applicable jurisdiction of a Loan Party, in each
case, in form and substance reasonably satisfactory to the Agent and (b) after the
Amendment Effective Date, opinions of counsel in each applicable jurisdiction of a
Loan Party in form and substance reasonably satisfactory to the Agent.




“SPE” means a special purpose, direct Wholly-owned Subsidiary of a
Parent Holdco, which for purposes of clarification may be a trust.



          2.03. The defined term “Termination Date” in Section 1.2 is amended by restating clause (i)
therein in its entirety with the following:





     “(i) with respect to (x) any 2011 Bank, October 13, 2011 and (y) any 2012 Bank,
October 13, 2012 or such later date as may be agreed to by such 2012 Bank pursuant
to Section 13.8, or if such day is not a Business Day, the next preceding Business
Day,”.



          2.04. 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 Effective Date”.





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          2.05. Section 3.1 of the Credit Agreement is amended as follows:





(a) Section 3.1 is amended by deleting the words “such Bank’s Termination Date” and
substituting therefor the words “the Amendment Effective Date”.




(b) The proviso in Section 3.1 is amended in its entirety to read as follows:




“provided that (a) (x) the aggregate principal amount of all outstanding
2012 Committed Loans of any 2012 Bank shall not at any time exceed the amount set
forth opposite such 2012 Bank’s name on Schedule I under the caption “2012
Commitment” (as reduced in accordance with Section 5.1, Section 5.3, Section 13.4 or
Section 13.8) and (y) the aggregate principal amount of all outstanding 2011
Committed Loans of any 2011 Bank shall not at any time exceed the amount set forth
opposite such 2011 Bank’s name on Schedule I under the caption “2011 Commitment” (as
reduced in accordance with Section 5.1, Section 5.3, Section 13.4 or Section 13.8),
(b) (x) the aggregate principal amount of all outstanding 2012 Committed Loans of
all 2012 Banks plus the aggregate principal amount of all outstanding 2012
Bid Loans of all 2012 Banks shall not at any time exceed the then Aggregate 2012
Commitments and (y) the aggregate principal amount of all outstanding 2011 Committed
Loans of all 2011 Banks plus the aggregate principal amount of all
outstanding 2011 Bid Loans of all 2011 Banks shall not at any time exceed the then
aggregate 2011 Commitments of all 2011 Banks and (c) the aggregate principal amount
of all outstanding Committed Loans of all Banks plus the aggregate principal
amount of all outstanding Bid Loans of all Banks shall not at any time exceed the
then Aggregate Commitments.”



          2.06. Section 3.3 of the Credit Agreement is amended and restated in its entirety to read as
follows:




          “Each Committed Loan made by a Bank shall mature on the Termination Date for such Bank.”




          2.07. Section 5 of the Credit Agreement is amended by adding a new Section 5.3 to read as
follows:





“Section 5.3. Mandatory Termination and Reduction of Commitments. On and
after the Amendment Effective Date, the Company shall, upon the repayment or
prepayment of any Loan of any Bank, permanently reduce the Commitment of each such
Bank in accordance with its respective Percentage of an aggregate principal amount
of such payment or prepayment and upon each such repayment or prepayment by the
Company, such reduction shall be effective without further action by the Company.
The Company hereby expressly authorizes the Agent to make, upon any such payment or
prepayment, such changes to Schedule I hereto to give effect to the foregoing.”



          2.08. Section 6.2(b) of the Credit Agreement is amended by (i) inserting after the words
“application of offset or otherwise” in the first parenthetical therein the words “, but excluding
Collateral or any proceeds thereof” and (ii) inserting after the words “or pursuant to




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Section 13.8” in the second parenthetical therein the words “or of Collateral or any proceeds
thereof”.




          2.09. Section 6.2(c) of the Credit Agreement is amended by (i) inserting after the words
“application of offset or otherwise” in the first parenthetical therein the words “, but excluding
Collateral or any proceeds thereof” and (ii) inserting after the words “or Section 13.8” in the
second parenthetical therein the words “or of Collateral or any proceeds thereof”.




          2.10. Section 8.2 of the Credit Agreement is amended by deleting the words appearing
immediately prior to the phrase “(a)” therein and substituting therefor the following:





“The execution and delivery by the Company of this Agreement, the Notes and from and
after the Amendment Effective Date, each other Loan Document, the borrowings
hereunder and the performance by the Company of its obligations under this Agreement
and each other Loan Document”.



          2.11. Section 8.3 of the Credit Agreement is amended by deleting the words “and the Notes (if
any)” therein and substituting therefor the words “the Notes (if any) and, from and after the
Amendment Effective Date, each other Loan Document”




          2.12. Section 8 of the Credit Agreement is amended by adding the following new subsection
8.15:





     “Section 8.15. Perfection, Ownership, Etc. (a) On each Determination
Date and on the Collateral Value Effective Date, all filings and other actions
necessary to perfect and protect the security interest in the Collateral created
under the Collateral Documents have been duly made or taken and are in full force
and effect under the laws of the United States and any State thereof and in the case
of each Parent Holdco not organized under the laws of the United States, under the
laws of jurisdiction in which such Parent Holdco is organized or any applicable
political subdivision or agency thereof, and the Collateral Documents create in
favor of the Agent for the benefit of the Secured Parties a valid and, together with
such filings and other actions, perfected security interest in such Collateral,
securing the payment of the Secured Obligations, under the laws of the United States
and any State thereof and in the case of each Parent Holdco not organized under the
laws of the United States, under the laws of jurisdiction in which such Parent
Holdco is organized or any applicable political subdivision or agency thereof and
all filings and other actions necessary to perfect and protect such security
interest have been duly taken under the laws of the United States and any State
thereof and in the case of each Parent Holdco not organized under the laws of the
United States, under the laws of jurisdiction in which such Parent Holdco is
organized or any applicable political subdivision or agency thereof (it being
understood that the foregoing shall only be applicable to the Pledged SPEs and
Intermediate Lessees that have been formed and which hold title to, or lease, as
applicable, an Eligible Aircraft on or prior to such date). Each Loan Party is the
legal and beneficial owner of the Collateral free and clear of any Lien, except





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for the liens and security interests created under the Loan Documents and
Permitted Collateral Liens.




     (b) On each Determination Date and on the Collateral Value Effective Date, all
Cape Town Filings, FAA Filings and any other actions required to establish the
title, or interest, as applicable, held by a Pledged SPE or Intermediate Lessee in
accordance with the laws of the country of registration of the applicable Eligible
Aircraft included in the determination of the Minimum Required Collateral Amount or
Aggregate Collateral Value, as applicable, have been duly made or taken and are in
full force and effect.”



          2.13. Section 9.1.3 of the Credit Agreement is amended by (a) inserting the words “including,
without limitation, Section 9.18” immediately prior to the period therein and (b) by adding the
following new sentence at the end thereof:





     “Not later than ten Business Days after the end of each fiscal quarter, beginning
with the first fiscal quarter ending after the Collateral Value Effective Date, a
Required Collateral Determination Certificate (i) attaching Schedule 9.18, which
sets forth a list of Eligible Aircraft, as amended or supplemented by the Company as
of the last day of such fiscal quarter, (ii) setting forth computations of an
Aircraft Value with respect to each such Eligible Aircraft based on the Appraisal
Reports most recently delivered (or required to be delivered) with respect thereto
to the Agent pursuant to Section 9.17, and (iii) demonstrating compliance with
Section 9.18(a) as of the last day of such fiscal quarter, and unless previously
delivered to the Agent pursuant to Section 9.17, accompanied by such Appraisal
Reports.”



          2.14. Section 9.2 of the Credit Agreement is amended by adding at the end thereof the
following sentence:





“Notwithstanding anything to the contrary herein, in the event that the only Loans
outstanding under this Agreement are 2012 Committed Loans and 2012 Bid Loans, the
Company may merge, consolidate with or transfer all or substantially all of its
assets to another newly created, Wholly-owned Subsidiary of AIG (any such merger,
consolidation or transfer in compliance herewith, including (1) and (2) below, an
“AIG Reorganization Transaction”) so long as, (1) such newly created
subsidiary has no Indebtedness that would not be permitted under this Agreement
prior to any such merger, consolidation or transfer and (2) to the extent the
Company is not the resulting or surviving entity, such subsidiary expressly assumes
all of the Company’s obligations for the payment or repayment of borrowed money
(including deposits and reimbursement obligations arising from drawings pursuant to
letters of credit) that are in the form of, or represented by, a bond, note,
certificated debt security or other debt security or that are documented by a term
loan agreement, revolving loan agreement or similar credit agreement, including for
the avoidance of doubt all of the Company’s obligations under this Agreement, which
assumption of the Company’s obligations under this Agreement shall be effected
pursuant to documentation reasonably satisfactory to




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the Administrative Agent, it being understood that each 2012 Bank, by execution of
Amendment No. 1 agrees that any such AIG Reorganization Transaction that complies
with clauses (1) and (2) hereof shall be permitted under this Section 9.2 and
Sections 11.1.8 and 13.13 hereof without any further consent required from any such
Bank.”



          2.15. Section 9.9 of the Credit Agreement is amended by inserting the following immediately
prior to the period therein:





“; provided further that, notwithstanding the foregoing, the Company
shall not and shall not permit any of its Subsidiaries to (i) make any transfer,
sale or other disposition of any Equity Interests in Holdco I other than
distributions or dispositions of Equity Interests to the Company, (ii) make any
transfer, sale or other disposition of any Equity Interests in any Parent Holdco,
Pledged SPE or Intermediate Lessee (other than distributions or dispositions of
Equity Interests to Holdco I or the applicable Parent Holdco so long as such
distributed Equity Interests are pledged to the Agent pursuant to the Collateral
Documents) unless immediately after giving effect to such transfer, sale or
disposition (and any simultaneous substitution of any such Pledged SPE with another
Pledged SPE) (x) if such transfer, sale or other disposition occurs prior to or on
the Collateral Value Effective Date, the Aggregate Collateral Value based on the
most recent Appraisal Reports for the Eligible Aircraft held by then Pledged SPEs,
on a pro forma basis, equals or exceeds the Minimum Required Collateral Amount at
such time, (y) if such transfer, sale or other disposition occurs after the
Collateral Value Effective Date, the Aggregate Collateral Value based on the most
recent Appraisal Reports for the Eligible Aircraft held by then Pledged SPEs, on a
pro forma basis, equals or exceeds the Required Collateral Amount at such time, and
(z) solely with respect to a transfer, sale or disposition of Equity Interests in
any Parent Holdco, such Parent Holdco does not at such time hold any Equity
Interests in any Pledged SPE or Intermediate Lessee except for a Pledged SPE or
Intermediate Lessee that does not Own or have any interest in any Eligible Aircraft
or a Pledged SPE or Intermediate Lessee that is concurrently disposed of in
compliance with the other terms and provisions of this clause (ii) and Section
4.01(d) of the Security Agreement, and (iii) make any transfer, sale or disposition
of assets held by the Pledged SPEs or the Intermediate Lessees unless immediately
after giving effect to such transfer, sale, lease or disposition (and any
simultaneous substitution of Eligible Aircraft) (A) if such transfer, sale or other
disposition occurs prior to or on the Collateral Value Effective Date, the Aggregate
Collateral Value based on the most recent Appraisal Reports for the Eligible
Aircraft held by then Pledged SPEs, on a pro forma basis, equals or exceeds the
Minimum Required Collateral Amount at such time and (B) if such transfer, sale or
other disposition occurs after the Collateral Value Effective Date, the Aggregate
Collateral Value based on the most recent Appraisal Reports for the Eligible
Aircraft held by then Pledged SPEs, on a pro forma basis, equals or exceeds the
Required Collateral Amount at such time”.




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          2.16. Section 9.12 of the Credit Agreement is amended by adding after the words “preferred
stock” in clause (c) therein, the words “or other preferred units or interests”.




          2.17. Section 9.13 of the Credit Agreement is amended by (a) adding after the words “purchase
shares” in the first parenthetical therein the words “or other units”, (b) adding after the words
“acquire or retire shares” in the fourth line therein the words “or other units”, (c) replacing
clauses (i) and (ii) therein with the phrase “an Event of Default has occurred and is continuing”,
and (d) adding after the words “preferred stock” in clause (x) therein the words “or other
preferred units or interests”.




          2.18. 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) existing clause “(l)” is re-designated as a new clause “(n)” and restated in its entirety
as follows:





“(n) other Liens securing Indebtedness of the Company or any Subsidiary in an
aggregate amount which, together with all other outstanding Indebtedness of the
Company and the Subsidiaries secured by Liens not listed in clauses (a) through (m)
of this Section 9.14, does not exceed (i) on any date prior to the Collateral Value
Effective Date, 12.5% of the Consolidated Tangible Net Assets of the Company as
shown on its audited consolidated financial statements as of the end of the fiscal
year preceding the date of determination, (ii) on any date after and including the
Collateral Value Effective Date, 35% of the Consolidated Tangible Net Assets of the
Company as shown on its audited consolidated financial statements as of the end of
the fiscal year preceding the date of determination; provided that prior to
the Collateral Value Effective Date, the Company may secure additional Indebtedness
with Liens permitted by this clause (n)(ii) so long as the net cash proceeds of any
such Indebtedness shall be applied (or arrangements reasonably satisfactory to the
Agent shall be made to apply such net cash proceeds, it being understood and agreed
that such arrangements may include the deposit of such net cash proceeds into an
escrow account that is subject to a Lien thereon in favor of the holders of the
Existing 2010 Credit Agreement and Other Term Loans or is subject to a Lien in favor
of the holders of such additional Indebtedness with such net cash proceeds to be
subject to release to repay Indebtedness described in clauses (x) and (y) below upon
the satisfaction of collateralization requirements for such additional Indebtedness)
to prepay (x)



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Indebtedness existing under the Existing 2010 Credit Agreement and to terminate all
commitments thereunder and (y) Indebtedness consisting of term loans of the Company
existing on the Amendment Effective Date and held by certain Banks in an aggregate
principal amount not to exceed $500,000,000 (the “Other Term Loans”) so long
as, in the case of prepayments pursuant to this clause (y), Indebtedness under the
Existing 2010 Credit Agreement shall have been prepaid (or shall simultaneously be
prepaid) in the aggregate by a principal amount equal to the aggregate principal
amount of the Other Term Loans so prepaid;




provided that in no event shall any Lien (including any second priority or
junior Lien) permitted under this Section 9.14 attach to or be granted on any
Collateral other than Permitted Collateral Liens.”




(c) the following new clauses “(l)” and “(m)” and final paragraph are added:




     “(l) Permitted Collateral Liens;




     (m) Liens securing the Other Term Loans; and”




“Notwithstanding the foregoing, the Company shall not permit any Parent Holdco,
Pledged SPE or Intermediate Lessee to create or permit to exist any Lien upon or
with respect to any of its properties or assets of any kind, now owned or hereafter
acquired, or on any income or profits therefrom except for Permitted
Collateral Liens.”



          2.19. Section 9 of the Credit Agreement is further amended by adding the following new
subsections 9.16 through 9.25:





     “Section 9.16. Minimum Required Collateral Amount. Not later than ten
Business Days after (i) each of first two Determination Dates and (ii) the earlier
of the final Determination Date and the Collateral Value Effective Date, deliver to
the Agent the following, in the form reasonably satisfactory to the Agent:




     (a) a Required Collateral Determination Certificate (i) attaching
Schedule 9.18, which sets forth a list of Eligible Aircraft, as amended or
supplemented by the Company as of such Determination Date or the Collateral
Value Effective Date, as applicable, (ii) setting forth computations of an
Aircraft Value with respect to each such Eligible Aircraft based on the
Appraisal Reports most recently delivered (or required to be delivered) with
respect thereto to the Agent pursuant to Section 9.17, and (iii)
demonstrating that an Aggregate Collateral Value as of such Determination
Date or the Collateral Value Effective Date, as applicable, is not less than
the Minimum Required Collateral Amount for such Determination Date or
Collateral Value Effective Date, as applicable, and unless previously
delivered to the Agent pursuant to Section 9.17, accompanied by such
Appraisal Reports, together with evidence satisfactory to the Agent that the
title to the Eligible Aircraft listed in such Schedule 9.18 is held by the
Pledged SPEs, free and clear of Liens other




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than Permitted Collateral Liens which evidence shall include all
applicable Cape Town Filings, FAA Filings and any other actions required to
establish the title held by such Pledged SPE in accordance with the laws of
the country of registration of the applicable Eligible Aircraft if
applicable;




     (b) an insurance certificate with respect to the Eligible Aircraft set
forth on such Schedule 9.18 demonstrating insurance coverage maintained
pursuant to Section 4.01(f) of the Security and Guarantee Agreement; and




     (c) with respect to the earlier of the final Determination Date and the
Collateral Value Effective Date only, if requested by the Agent, the
Security Opinions.




     Section 9.17. Appraisals. (a) Provide, or cause the Appraisers to
provide, Appraisal Reports with respect to the Aircraft Value of the Eligible
Aircraft (x) no later than the Appraisal Date (it being understood that such
appraisal shall not have been conducted earlier than 30 days prior to the applicable
Appraisal Date) or (y) promptly at the request of the Agent, upon the occurrence and
during the continuation of an Event of Default and (b) as soon as is available and
in any case within ten Business Days after the Appraisal Date, deliver (or cause the
Appraisers to deliver) an Appraisal Report in respect of such Eligible Aircraft to
the Agent (a copy of which shall be delivered by the Agent to the 2012 Banks); it
being understood that the Initial Appraisal Reports shall be used for the purposes
of determining the Minimum Required Collateral Amount on the first Determination
Date.




     Section 9.18. Loan to Value Ratio.




     (a) Collateral Coverage. After the Collateral Value Effective Date and
on each Required Collateral Determination Date, cause, subject to the provisions set
forth in this Section 9.18, the Aggregate Collateral Value, as determined pursuant
to the Appraisal Reports most recently delivered to the Agent pursuant to Section
9.17, to be equal to or greater than the Required Collateral Amount, it being
understood that no Unmatured Event of Default or Event of Default under this Section
9.18(a) shall be deemed to have occurred unless, with respect to a particular
Required Collateral Determination Date, the Loan Parties have failed to comply with
Section 9.18(b) hereof and also failed to make the prepayment referenced in Section
13.8(a)(iii) with respect thereto.




     (b) Delivery of Additional Pledged SPE Equity Collateral. After the
Collateral Value Effective Date, subject to the provisions of Section 9.19 which
shall govern in the case of an Event of Loss, if the Aggregate Collateral Value
determined in accordance with the Appraisal Reports by the Appraisers most recently
delivered to the Agent pursuant to Section 9.17, this Section 9.18(b) and Section
9.19 is less than the Required Collateral Amount, within 65 days (or such longer
period of time, up to 25 days, which is reasonably acceptable to the Agent)




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of the delivery to it of a Required Collateral Determination Certificate, which
shall be delivered within ten Business Days after the applicable Appraisal Date,
designate by a supplement to Schedule 9.18 delivered to the Agent (a copy of which
shall be delivered by the Agent to the 2012 Banks) additional Eligible Aircraft with
an Aircraft Value, such that, after giving effect to such supplement the Aggregate
Collateral Value is not less than the Required Collateral Amount, accompanied by (i)
three Appraisal Reports of the Appraisers as to the Aircraft Value of such
additional Eligible Aircraft, and (ii) a certificate of an Authorized Officer,
demonstrating that (in the case of the foregoing clause (i)) or certifying that (in
the case of the foregoing clause (ii)), after giving effect to such supplement the
Aggregate Collateral Value is not less than the Required Collateral Amount, it being
understood that no Unmatured Event of Default or Event of Default under this Section
9.18(b) shall be deemed to have occurred unless, with respect to a particular
Required Collateral Determination Date, the Loan Parties have failed to comply with
this Section 9.18(b) hereof and also failed to make the prepayment referenced in
Section 13.8(a)(iii) with respect thereto.




     (c) Substitution and Transfer of Eligible Aircraft.




     (i) At any time and from time to time, at the Company’s discretion,
substitute one or more Replacement Aircraft (and the related Pledged SPE)
for one or more Eligible Aircraft designated by the Company. In the event
that the Company desires to effect any such substitution, the Company shall
deliver an amendment to Schedule 9.18 to the Agent (a copy of which shall be
delivered by the Agent to the 2012 Banks) designating any Replacement
Aircraft (and the related Pledged SPE) to be added to such Schedule and
specifying any Eligible Aircraft (and the related Pledged SPE) to be removed
from such Schedule; provided that (A) the Aircraft Value of the
Replacement Aircraft to be delivered in substitution is sufficient so that
the Aggregate Collateral Value equals to or exceeds the Required Collateral
Amount (or the Minimum Required Collateral Amount if such substitution is
effected prior to the Collateral Value Effective Date) and (B) such
amendment is accompanied by (1) three Appraisal Reports of the Appraisers as
to the Aircraft Value of the Replacement Aircraft to be delivered in
substitution and (2) a certificate from an Authorized Officer certifying
that such Replacement Aircraft is an Eligible Aircraft and that the
requirements of clause (A) above have been met.




     (ii) At any time after the Collateral Value Effective Date, when the
Aggregate Collateral Value, determined in accordance with the three
Appraisal Reports by the Appraisers most recently delivered to the Agent
pursuant to Section 9.17 exceeds the Required Collateral Amount as set forth
in a Required Collateral Determination Certificate delivered to the Agent,
the Company may, at its discretion, deliver notice to the Agent (which shall
promptly send copies thereof to each 2012 Bank) removing any Eligible
Aircraft from Schedule 9.18; provided that (A) the Aggregate




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Collateral Value after giving effect to such removal shall not be less
than the Required Collateral Amount and (B) the Agent shall have received a
certificate from an Authorized Officer certifying that the requirements of
clause (A) above have been met. Such notice shall identify the Eligible
Aircraft to be removed.




     (iii) Upon satisfaction of the conditions set forth in Section
9.18(c)(i) or Section 9.18(c)(ii) with respect to any Eligible Aircraft and
the sale, transfer or other disposition of the Pledged SPE that Owns such
Eligible Aircraft and/or any Intermediate Lessee leasing such Eligible
Aircraft, in each case as contemplated by Section 4.01(d) of the Security
and Guarantee Agreement, the Agent’s security interest in, and Lien on, the
Equity Interests of the Pledged SPE and/or such Intermediate Lessee shall be
automatically released and Schedule 9.18 shall be deemed amended to reflect
the removal of such Aircraft without any further action by the Agent or any
2012 Bank, and each 2012 Bank hereby consents to such amendment of Schedule
9.18. The Agent shall promptly execute and deliver to the Company, at the
Company’s expense, all documents that the Company shall reasonably request
to evidence its release of the security interests in, and Liens on, the
Equity Interests of such Pledged SPE and/or Intermediate Lessee.




     (d) Release of Parent Holdco. A Parent Holdco will be released from its
obligations under the Loan Documents if (i) the Company shall have provided at least
twenty (20) days’ revocable prior written notice to the Agent (a copy of which shall
be delivered by the Agent to the 2012 Banks) prior to any such proposed release,
identifying the relevant Parent Holdco to be released, (ii) such Parent Holdco shall
not hold directly or indirectly any of the Equity Interests in any Pledged SPE or
Intermediate Lessee (other than Equity Interests in any Pledged SPE or Intermediate
Lessee with respect to which the Agent’s security interest shall be concurrently
released pursuant to Section 9.18(c)) and (iii) after giving pro forma effect to
such release of such Parent Holdco, the Company shall be in compliance with Section
9.18(a). Upon satisfaction of the conditions set forth in the preceding sentence
with respect to any Parent Holdco and the sale, transfer or other disposition of
such Parent Holdco as contemplated by Section 4.01(d) of the Security and Guarantee
Agreement, (x) the Agent’s security interest in, and Lien on, the Equity Interests
in such Parent Holdco shall be released and, if applicable, the Equity Interests in
any Pledged SPE and Intermediate Lessee held by such Parent Holdco shall be released
and (y) such Parent Holdco shall be released from its obligations under the Loan
Documents. The Agent shall promptly execute and deliver to the relevant Parent
Holdco, at the Company’s expense, all documents that the Company or such Parent
Holdco shall reasonably request to evidence its release of the security interests
in, and Liens on, any Equity Interests in the Parent Holdco or Equity Interests in
any Pledged SPE or Intermediate Lessee held by such Parent Holdco and the release of
such Parent Holdco from its obligations under the Loan Documents.




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     Section 9.19. Event of Loss. Upon the occurrence of an Event of Loss,
promptly, and not later than ten Business Days after Company knows of such Event of
Loss, give the Agent notice of such Event of Loss, and within 95 days (or such
longer period of time, up to 25 days, which is reasonably acceptable to the Agent)
of the earlier of (a) delivery to it of a Required Collateral Determination
Certificate, which shall be delivered within ten Business Days after the Company
knows of the occurrence of an Event of Loss and (b) ten Business Days after the
occurrence of such Event of Loss, to the extent necessary to cause the Aggregate
Collateral Value to equal or exceed the Required Collateral Amount (or if the
Collateral Value Effective Date has not occurred, the Minimum Required Collateral
Amount), designate by a supplement to Schedule 9.18 hereof delivered to the Agent
(which shall promptly send copies thereof to each 2012 Bank) a Replacement Aircraft
that is owned by a Pledged SPE free and clear of all Liens (other than Permitted
Collateral Liens) and accompanied by (i) Appraisal Reports from the Appraisers as to
the Aircraft Value of the Replacement Aircraft, and (ii) a certificate from an
Authorized Officer, demonstrating that (in the case of the foregoing clause (i)) or
certifying that (in the case of the foregoing clause (ii)) the Aggregate Collateral
Value equals or exceeds the Required Collateral Amount (or the Minimum Required
Collateral Amount if such replacement is effected prior to the Collateral Value
Effective Date). It is understood that no Unmatured Event of Default or Event of
Default under this Section 9.19 shall be deemed to have occurred unless the Loan
Parties have failed to comply with such Section 9.19 and also failed to (x) make the
prepayment referenced in Section 13.8(a)(iii), in the case of an Event of Loss
occurring after the Collateral Value Effective Date or (y) deliver the Cash
Collateral referenced in Section 13.8(a)(v), in the case of an Event of Loss
occurring prior to the Collateral Value Effective Date.




     Section 9.20. Costs of Compliance. Bear all costs and expenses of
compliance with Section 9.16, Section 9.17 and Section 9.18; provided that the
reimbursement of any costs or expenses of the Agent or Banks shall be subject to
Section 13.5 hereof.




     Section 9.21. Further Assurances. Promptly upon request by the Agent,
or any Secured Party through the Agent, do, execute, acknowledge, deliver, record,
re-record, file, re-file, register and re-register any and all such further acts,
deeds, conveyances, pledge agreements, assignments, financing statements and
continuations thereof, termination statements, notices of assignment, transfers,
certificates, assurances and other instruments as the Agent, for itself or on behalf
of such Secured Party, may reasonably require and that are necessary from time to
time in order to (a) to the fullest extent permitted by applicable law, subject the
Collateral to the Liens now or hereafter intended to be covered by any of the
Collateral Documents, (b) perfect and maintain the validity, effectiveness and
priority of any of the Collateral Documents and any of the Liens intended to be
created thereunder and (c) assure, convey, grant, assign, transfer, preserve,
protect and confirm more effectively unto the Secured Parties the rights granted or
now or hereafter intended to be granted to the Secured Parties under any Loan




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Document or under any other instrument executed in connection with any Loan
Document to which the Company is or is to be a party.




     Section 9.22. Prepayments, Etc., of Indebtedness. Not, and not permit
any Subsidiary to, prepay, redeem, purchase, defease or otherwise satisfy prior to
the scheduled maturity thereof in any manner, or make any payment in violation of
any subordination terms of, any Indebtedness with a scheduled maturity date later
than October 13, 2012 (other than the ratable prepayment or other satisfaction of
the Loans), except (i) regularly scheduled or required repayments, prepayments or
redemptions of Indebtedness, (ii) any prepayments or redemptions of Indebtedness in
connection with a refunding or refinancing thereof; provided that the terms
of any such extending, refunding or refinancing Indebtedness, and of any agreement
entered into and of any instrument issued in connection therewith, are otherwise
permitted by the Loan Documents; provided further that the principal
amount of such Indebtedness being refinanced shall not be increased above the
principal amount thereof outstanding immediately prior to such extension, refunding
or refinancing, (iii) any prepayment of Indebtedness outstanding under (1) the
Credit Agreement, dated as of October 13, 2009, among the Company, States Aircraft,
Inc., Shrewsbury Aircraft Leasing Limited, Top Aircraft, Inc., ILFC Ireland Limited,
ILFC France S.A.R.L. and ILFC Labuan Ltd., AIG Funding, Inc., as lender, and Wells
Fargo Bank Northwest, National Association, as security trustee, as amended, (2) the
Amended and Restated Credit Agreement, dated as of October 13, 2009, among the
Company, States Aircraft, Inc., Shrewsbury Aircraft Leasing Limited, Top Aircraft,
Inc., ILFC Ireland Limited, ILFC France S.A.R.L. and ILFC Labuan Ltd., AIG Funding,
Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security
trustee, as amended, and (3) the Credit Agreement, dated as of September 22, 2008,
between AIG, and Federal Reserve Bank of New York, as amended, (iv) any prepayment
of Indebtedness in connection with loan to value ratios being below the thresholds
set forth in the documentation governing such Indebtedness, provided that the
principal amount of such prepayment does not exceed the greater of the amount
required to meet the specified threshold set forth in such documentation or
insurance, sale or other proceeds in respect of the applicable collateral and (v)
prepayment of other Indebtedness in an aggregate principal amount not to exceed
$500,000,000; provided that prepayments permitted under this clause (v) shall not
exceed an aggregate principal amount of $250,000,000 unless and until the Collateral
Value Effective Date shall have occurred.




     Section 9.23. Amendments of Constitutive Documents of Guarantors and
Pledged SPEs. Except as required by law, not amend, or permit any of the
Guarantors or Pledged SPEs to amend, any such Guarantor’s or Pledged SPE’s
certificate of incorporation or bylaws or other constitutive documents in any manner
materially adverse to the interests of the Secured Parties without the consent of
the Required Secured Parties.




     Section 9.24. Activities of Guarantors and Pledged SPEs. Not and not
permit any Guarantor, Pledged SPE or Intermediate Lessee to incur any




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Indebtedness or Liens or engage in any other activities except Permitted
Collateral Liens and such Indebtedness, Liens and other activities that are
permitted or not prohibited by Sections 4.01(a) and (b) of the Security and
Guarantee Agreement.




     Section 9.25. Aircraft Engines. Cause each Pledged SPE to hold title
to a requisite number of engines with respect to each Eligible Aircraft Owned by
such Pledged SPE in accordance with Leasing Company Practice except as necessary or
desired in order to replace or substitute any such engine, including, without
limitation, in an Event of Loss; provided that any such replacement or
substitution period shall not exceed 90 days in each case; provided
further that this Section 9.25 shall not apply to any Pledged SPE and
Eligible Aircraft the title to which is held by such Pledged SPE to the extent that
the Company would be in compliance with Section 9.16 or Section 9.18(a), as
applicable, without taking into account the Aircraft Value of such Eligible Aircraft
in determining such compliance.”



          2.20. Section 11.1.3 of the Credit Agreement is amended by replacing the words “the Company or
any Significant Subsidiary” wherever they appear therein with the words “the Company, any other
Loan Party or any Significant Subsidiary”.




          2.21. Section 11.1.4 of the Credit Agreement is amended in its entirety to read as follows:





“11.1.4. Non-Compliance with the Loan Documents. (a) Failure by the Company
to comply with Sections 9.14 (solely with respect to the Collateral and the assets
of any Pledged SPE or Intermediate Lessee), 9.18(a), 9.18(b), 9.19, 13.8(a)(iv) or
13.8(a)(v) hereof, it being agreed that the sole cure period for any breach of
Sections 9.18(a), 9.18(b) or 9.19 shall be the time period specifically set forth in
each such section, (b) failure by the Company to comply with Section 9.24 or a
Guarantor to comply with Sections 4.01(a)(v), 4.01(a)(ix) or 4.01(b) of the Security
and Guarantee Agreement or (c) failure by the Company or any Guarantor to comply
with or to perform any of the Company’s or any Guarantor’s covenants in any of the
Loan Documents or any other provision of any of the Loan Documents (and not
constituting an Event of Default under any of the other provisions of this Section
11.1) and continuance of such failure for 60 days (or, if the Company failed to give
notice of such noncompliance or nonperformance pursuant to Section 9.1.4 within one
Business Day after obtaining actual knowledge thereof, 60 days less the number of
days elapsed between the date the Company obtained such actual knowledge and the
date the Company gives the notice pursuant to Section 9.1.4, but in no event less
than one Business Day) after notice thereof to the Company from the Agent, any Bank,
or the holder of any Note.”



          2.22. Section 11.1.5 of the Credit Agreement is amended by adding after the word “herein” in
the second line thereof the words “or in any other Loan Document”.




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          2.23. Section 11 of the Credit Agreement is amended by adding a new Section 11.1.9 as follows:





     “Section 11.1.9. Collateral Documents. Any Collateral Document after
delivery thereof (including pursuant to Section 9.18) shall for any reason cease to
be valid and binding on or enforceable in any material respect against any Loan
Party party thereto, or shall for any reason cease to create a valid and perfected
first priority lien on and security interest in the Collateral (subject to any
Permitted Collateral Liens) purported to be covered thereby, except (i) as a result
of the release of a Loan Party or the sale or other disposition of other Collateral
in a transaction permitted under the Loan Documents, (ii) as a result of the Agent’s
failure to (A) maintain possession of any stock certificates, promissory notes or
other instruments delivered to it under the Collateral Documents or (B) file Uniform
Commercial Code continuation statements, or (iii) with respect to Collateral of de
minimis value or to the extent that the Aggregate Collateral Value (excluding any
unperfected Collateral) exceeds the Required Collateral Amount, or in each case any
such Loan Party shall so state in writing.”



          2.24. Section 12.9(d) of the Credit Agreement is hereby amended in its entirety to read as
follows:





“(d) If so requested by any Bank by written notice to the Company (with a copy
to the Agent), the Company shall execute and deliver to such Bank (and/or, if so
specified in such notice, any Person who is an assignee of such Bank pursuant to
Section 13.4.1 hereof) promptly after receipt of such notice, a 2011 Bid Note or
2011 Committed Note, as applicable (if such Bank is a 2011 Bank), or a 2012 Bid Note
or 2012 Committed Note, as applicable (if such Bank is a 2012 Bank).”




2.25. Section 13.8 of the Credit Agreement is amended as follows:




(a) Section 13.8(a) of the Credit Agreement is amended by restating it in its
entirety to read as follows:



“(a)(i) As of the Collateral Value Effective Date, the Termination Date for
the existing Commitment of each 2012 Bank is extended to October 13, 2012.
In connection with such agreement of each 2012 Bank to extend its
Termination Date, (x) the Company shall pay to each such 2012 Bank a one
time amendment fee (the “2012 Amendment Fee”) in an amount equal to
        .50% of such 2012 Bank’s 2012 Committed Loans, such 2012 Amendment Fee to be
payable on the Amendment Effective Date, (y) the Company shall pay to each
such 2012 Bank a fee (the “2012 Additional Extension Fee”) in an
amount equal to 1.50% per annum of such 2012 Bank’s 2012 Committed Loans,
such 2012 Additional Extension Fee to be payable from time to time after the
Amendment Effective Date until the termination of such 2012 Bank’s 2012
Commitment and shall be paid on each date on which interest is paid on any
such 2012 Committed Loan of




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such 2012 Bank and (z) the 2012 Commitment and 2012 Committed Loans of each
such 2012 Bank and all amounts owing in respect thereof, including, without
limitation any fees payable, will be secured by the Collateral.




(ii) Not more than 120 days nor less than 45 days prior to the
then-effective Termination Date with respect to any Loans, the Company may,
at its option, request all the Banks then party to this Agreement to extend
their scheduled Termination Dates by an additional one year period, or such
shorter period as agreed upon by the Company and the Agent, by means of a
letter, addressed to the Agent (who shall promptly deliver such letter to
each Bank), substantially in the form of Exhibit J. Each Bank electing (in
its sole discretion) so to extend its scheduled Termination Date shall
execute and deliver not earlier than the 90th day nor later than the 20th
day prior to the then-effective Termination Date for the applicable Loans
counterparts of such letter to the Company and the Agent, who shall notify
the Company, in writing, of the Banks’ decisions no later than 15 days prior
to the existing Termination Date, whereupon (unless Banks with an aggregate
Percentage in excess of 25% decline to extend their respective scheduled
Termination Dates, in which event the Agent shall notify all the Banks
thereof and no such extension shall occur) such Bank’s scheduled Termination
Date for the applicable Loans shall be extended, effective only as of the
date that is such Bank’s then-current scheduled Termination Date for the
applicable Loans, to the date that is one year, or such shorter period as
agreed as provided above, after such Bank’s then-current scheduled
Termination Date. Any Bank that declines or fails to respond to the
Company’s request for such extension shall be deemed to have not extended
its scheduled Termination Date. The fees payable, applicable interest rate
margins, if any, and other terms of any future extension of the Termination
Date pursuant hereto shall be as agreed by the applicable extending Banks
and the Company.




(iii) If the Company fails to comply or elects not to comply with Section
9.18(b) above or, with respect to any Event of Loss that shall have occurred
on or after the Collateral Value Effective Date, Section 9.19 above, in each
case within the time period specified therein, the Company shall, not later
than the date of expiration of such time period, ratably prepay Committed
Loans and permanently reduce Commitments so that after giving effect to such
prepayment and Commitment reduction, the Aggregate Collateral Value
determined in accordance with the three Appraisal Reports most recently
delivered to the Agent pursuant to Section 9.17, shall be equal to or
greater than the Required Collateral Amount, such prepayment to be
accompanied by a certificate from an Authorized Officer certifying to the
foregoing.




(iv) If on any Determination Date, the Company fails to comply or elects not
to comply with Section 9.16 as certified by the Company in a Required



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Collateral Determination Certificate, the Company shall (A) with
respect to the first and second Determination Dates, within three Business
Days after delivery of such Required Collateral Determination Certificate,
Cash Collateralize the 2012 Committed Loans in an amount equal to the
difference between the Minimum Required Collateral Amount for such
Determination Date and the Aircraft Value (as set forth in the most recent
Appraisal Reports delivered to the Agent pursuant to Section 9.17) of
Eligible Aircraft owned by the Pledged SPEs on such Determination Date and
(B) with respect to the final Determination Date, within three Business Days
after delivery of such Required Collateral Determination Certificate,
ratably prepay Committed Loans and permanently reduce Commitments so that
after giving effect to such prepayment and Commitment reduction, the
Aircraft Value (as set forth in the most recent Appraisal Reports delivered
to the Agent pursuant to Section 9.17) of Eligible Aircraft owned by the
Pledged SPEs on such Determination Date is equal to an amount necessary for
the Company to satisfy the requirements of Section 9.16.




(v) If the Company fails to comply with Section 9.19 or, at the Company’s
election in lieu of compliance with Section 9.19, if such Event of Loss
shall have occurred prior to the Collateral Value Effective Date, the
Company shall not later than the last day of the time period specified in
Section 9.19 for delivering a supplement to Schedule 9.18 hereof, Cash
Collateralize 2012 Committed Loans in an amount equal to the difference
between the Minimum Required Collateral Amount as of the most recent
Determination Date and the Aircraft Value (as set forth in the most recent
Appraisal Reports delivered to the Agent pursuant to Section 9.17) of
Eligible Aircraft owned by the Pledged SPEs (other than the Eligible
Aircraft to which such Event of Loss relates) as of such Determination
Date.”




(b) Section 13.8(c) is amended by replacing the phrase “subsection (a)” wherever it
appears therein with the phrase “subsection (a)(ii)”.




(c) Section 13.8(f) is amended by deleting it in its entirety.



          2.26. Pursuant to the terms of Section 13.8, as amended hereby, Schedule I to the Credit
Agreement is replaced in its entirety with Annex I hereto and the Agent is hereby authorized to
substitute such Schedule with such Annex I.




          2.27. The Credit Agreement is amended by adding a new Schedule IV titled “Aircraft” and a new
Schedule 9.18 titled “Eligible Aircraft”.




          2.28. The Credit Agreement is amended by deleting (a) Exhibit D thereto and substituting
therefor Exhibits D-1 and D-2 in the forms set forth on Annex II hereto and (b) Exhibit E and
substituting therefor Exhibit E-1 and Exhibit E-2 in the forms set forth on Annex III hereto.





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          2.29. The Credit Agreement is amended by adding a new Exhibit K titled “Security and Guarantee
Agreement”.




          Section 3. Condition to Effectiveness. This Amendment shall become effective as of
the first date (the “Amendment Effective Date”) on which the following conditions precedent
shall have been satisfied:





     (a) the Agent shall have received this Amendment executed by the Company, the Agent and
the Required Banks;




     (b) the Agent and the Company shall have received evidence that 2012 Banks consists of
Banks whose aggregate Commitments, determined immediately prior to the occurrence of the
Amendment Effective Date, equals or exceeds 75% of the then Aggregate Commitments;




     (c) the Agent shall have received certified copies of the resolutions of the Board of
Directors of the Company approving this Amendment and the transactions contemplated hereby
including the extension of the existing Termination Date and of all documents evidencing
other necessary corporate action and governmental and other third party approvals and
consents, if any, with respect thereto;




     (d) the Agent shall have received the Security and Guarantee Agreement, duly executed
by each Guarantor, together with:




     (A) evidence of authorization, consents and all necessary approvals
(corporate or otherwise) for the execution and delivery of the Security and
Guarantee Agreement and the other Collateral Documents by each Guarantor and
the completion of all recordings and filings of or with respect to each
Collateral Document that the Agent may deem reasonably necessary or required
in order to perfect and protect the Liens created thereby, including,
without limitation, recordings and filings with the Secretary of State of
California, the Irish Companies Registration Office and the Irish Revenue
Commissioners (other than such filings in Ireland that will be made within
21 days after the date of the Security and Guarantee Agreement), and all
filing and recording fees and taxes in respect thereof shall have been duly
paid,




     (B) completed requests for information, dated on or before the
Amendment Effective Date, listing all effective financing statements filed
in the jurisdictions referred to in clause (A) above and in such other
jurisdictions as determined by the Agent, that name each Guarantor as
debtor, together with copies of such financing statements,




     (C) certificates representing all certificated Initial Pledged Equity
referred to therein accompanied by undated stock powers executed in blank,
and




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     (D) evidence that all other actions that the Agent may deem reasonably
necessary or required in order to perfect and protect the liens and security
interests created under the Collateral Documents in the Collateral required
to be subject thereto on the Amendment Effective Date have been taken;




     (d) the Agent shall have received (i) an opinion of the in house counsel of the
Company, (ii) an opinion of O’Melveny & Myers LLP, special counsel to the Loan Parties, and
(iii) an opinion of A&L Goodbody, special counsel to the Loan Parties, in each case, dated
as of the Amendment Effective Date and in form and substance reasonably satisfactory to the
Agent;




     (e) there shall be no action, suit, investigation or proceeding pending or, to the
knowledge of the Company, threatened in any court or before any arbitrator or governmental
authority that (i) could reasonably be expected to have a Material Adverse Effect or (ii)
purports to adversely affect the transactions contemplated by this Amendment;




     (f) the Agent shall have received a certificate of an officer of the Company certifying
that (a) no Event of Default or Unmatured Event of Default has occurred and is continuing or
will result from the execution, delivery and effectiveness of this Amendment, (b) the
representations and warranties contained in Section 8 of the Credit Agreement, as amended
hereby, are true and correct in all material respects as of the Amendment Effective Date
(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); and (c) that certain Amendment No. 2 to the
Existing 2010 Credit Agreement in substantially the form provided to the Agent and the Banks
has been executed and delivered by the parties thereto and is in full force and effect;




     (g) a solvency certificate from the chief financial officer of the Company
substantially in form of Annex IV hereto;




     (h) the Aircraft listed on Schedule IV shall have an aggregate Aircraft Value on the
Amendment Effective Date of not less than $3,787,000,000 based on the Initial Appraisal
Reports;




     (i) the Company shall have delivered new Notes to each 2012 Bank that shall have
requested one prior to the Amendment Effective Date; and




     (j) the 2012 Amendment Fee payable to each 2012 Bank pursuant to Section 13.8(a)(i) of
the Credit Agreement (as amended by this Amendment) shall have been paid.



          Section 4. Representations and Warranties. The Company represents and warrants to the
Banks and the Agent that (a) the execution, delivery and performance by the Company of this
Amendment and the performance by the Company of the Credit Agreement, as amended hereby, have been
duly authorized by all necessary corporate action on the part of the





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Company, (b) this Amendment has been duly executed and delivered by the Company, (c) this
Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with their respective
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors’ rights generally and to
general equity principles, (d) the representations and warranties of the Company set forth in
Section 8 of the Credit Agreement, as amended hereby, are true and correct in all material respects
on the date hereof as if made on and as of 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) and as if each reference in said Section 8 to “this Agreement” included reference to this
Amendment and to the Credit Agreement as amended by this Amendment (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 of the Company in this Amendment is untrue or misleading in any material respect when
made), and (e) as of the date hereof, no Unmatured Event of Default or Event of Default has
occurred and is continuing.




          Section 5. Reference to and Effect on the Loan Documents. On and after the
effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference
in each of the Notes to “the Credit Agreement”, “thereunder”, “thereof” or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment. Except as herein provided, the Credit Agreement shall remain unchanged
and in full force and effect. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any
Bank or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the
Credit Agreement, any Note or any other Loan Document.




          Section 6. Costs and Expenses. The Company hereby agrees to pay on demand all
reasonable out-of-pocket costs and expenses incurred by the Agent pursuant to the Credit Agreement
or in connection with this Amendment or the Credit Agreement, or any of the transactions
contemplated hereby or thereby (including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Agent) in accordance with the terms of Section 13.5 of
the Credit Agreement.




          Section 7. Miscellaneous. This Amendment 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 by signing any such counterpart. Delivery
of an executed counterpart of a signature page to this Amendment by facsimile or other electronic
communication shall be effective as delivery of a manually executed counterpart of this Amendment.
This Amendment 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 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 and 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	 	 






ILFC Amendment No. 1 to 2011 Facility




 









 





	 	 	 	 	 
	 	BANK OF AMERICA, N.A.

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



ILFC Amendment No. 1 to 2011 Facility




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 
	 




ILFC Amendment No. 1 to 2011 Facility




 









 





	 	 	 	 	 
	 	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 	 
	 



	 	 	 	 	 




ILFC Amendment No. 1 to 2011 Facility




 









 






	 	 	 	 	 
	 	







Barclays Bank PLC

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	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 	 
	 










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	HSBC Bank (USA), N.A.

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC

 	 
	 	By:  	                     /s/ Debbi L. Brito
 	 
	 	 	Name:  	Debbi L. Brito 	 
	 	 	Title:  	Authorized Signatory 	 




ILFC Amendment No. 1 to 2011 Facility




 









 






	 	 	 	 	 



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

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	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 	 
	 










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	Royal Bank of Canada

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




ILFC Amendment No. 1 to 2011 Facility




 









 





	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	Standard Chartered Bank

 	 
	 	By:  	                  /s/ James Conti
 	 
	 	 	Name:  	James Conti 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                  /s/ Robert Reddington
 	 
	 	 	Name:  	Robert Reddington 	 
	 	 	Title:  	Credit Documentation Manager 	 
	 










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	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 	 
	 










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	The Bank of Nova Scotia

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	Morgan Stanley Bank, N.A.

 	 
	 	By:  	                       /s/ Ryan Vetsch
 	 
	 	 	Name:  	Ryan Vetsch 	 
	 	 	Title:  	Authorized Signatory 	 
	 










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	Intesa Sanpaolo S.p.A.

 	 
	 	By:  	                   /s/ Robert Wurster
 	 
	 	 	Name:  	Robert Wurster 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                   /s/ Francesco Di Marso
 	 
	 	 	Name:  	Francesco Di Marso 	 
	 	 	Title:  	FVP 	 
	 










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	Sumitomo Mitsui Banking Corporation

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.

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









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	 	THE BANK OF NEW YORK MELLON

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










ILFC Amendment No. 1 to 2011 Facility




 









 











	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.

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




ILFC Amendment No. 1 to 2011 Facility




 











 





	 	 	 	 	 
	 	Woodlands Commercial Bank f/k/a Lehman

Brothers Commercial Bank

 	 
	 	By:  	/s/ Brian Halbeisen
 	 
	 	 	Name:  	Brian Halbeisen 	 
	 	 	Title:  	Vice President 	 
	 



ILFC Amendment No. 1 to 2011 Facility




 









 








	 	 	 	 	 
	 	WESTPAC BANKING CORPORATION

 	 
	 	By:  	/s/ Niclas Fjalltoft
 	 
	 	 	Name:  	Niclas Fjalltoft 	 
	 	 	Title:  	Director 	 
	 



ILFC Amendment No. 1 to 2011 Facility






 









 








	 	 	 	 	 
	 	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 	 
	 



ILFC Amendment No. 1 to 2011 Facility





 









 








	 	 	 	 	 
	 	AUSTRALIA AND NEW ZEALAND BANKING 

GROUP LIMITED

 	 
	 	By:  	/s/ John W. Wade
 	 
	 	 	Name:  	John W. Wade 	 
	 	 	Title:  	Deputy General Manager, Head of

Operations and Infrastructure 	 
	 



ILFC Amendment No. 1 to 2011 Facility





 









 








	 	 	 	 	 
	 	Mizuho Corporate Bank, Ltd.

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



ILFC Amendment No. 1 to 2011 Facility





 











 





ANNEX I




Schedule I



Schedule of Banks



	 	 	 	 	 
	2011 BANKS	 	2011 COMMITMENT	 
	ABN AMRO Bank N.V.
	 	$	95,000,000	 
	Banco Santander Central Hispano, S.A., New York Branch
	 	$	95,000,000	 
	Société Générale
	 	$	95,000,000	 
	Svenska Handelsbanken
	 	$	35,000,000	 
	Deutsche Bank AG Cayman Islands Branch
	 	$	25,000,000	 






	 	 	 	 	 
	2012 BANKS	 	2012 COMMITMENT	 
	Bank of America, N.A.
	 	$	218,000,000	 
	Citicorp USA, Inc.
	 	$	130,000,000	 
	Credit Suisse AG, Cayman Islands Branch FKA Credit
Suisse, Cayman Islands Branch
	 	$	113,000,000	 
	HSBC Bank (USA), N.A.
	 	$	113,000,000	 
	JPMorgan Chase Bank, N.A.
	 	$	113,000,000	 
	Bank of Scotland PLC (formerly The Governor and
Company of the Bank of Scotland)
	 	$	113,000,000	 
	UBS AG, Stamford Branch
	 	$	105,000,000	 
	Australia and New Zealand Banking Group Limited
	 	$	95,000,000	 
	Barclays Bank PLC
	 	$	95,000,000	 
	BNP Paribas
	 	$	95,000,000	 
	Deutsche Bank AG New York Branch
	 	$	95,000,000	 
	Woodlands Commercial Bank f/k/a Lehman Brothers
Commercial Bank
	 	$	95,000,000	 
	Morgan Stanley Bank, N.A.
	 	$	95,000,000	 
	Royal Bank of Canada
	 	$	95,000,000	 
	Toronto Dominion (Texas) LLC
	 	$	95,000,000	 
	Wells Fargo Bank, N.A.
	 	$	95,000,000	 
	Westpac Banking Corporation
	 	$	95,000,000	 
	Sumitomo Mitsui Banking Corporation
	 	$	72,500,000	 
	The Bank of Nova Scotia
	 	$	72,500,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch
	 	$	50,000,000	 
	BMO Capital Markets Financing, Inc.
	 	$	25,000,000	 
	Mizuho Corporate Bank, Ltd.
	 	$	25,000,000	 





ILFC Amendment No. 1 to 2011 Facility




 









 






	 	 	 	 	 
	2012 BANKS	 	2012 COMMITMENT	 
	The Bank of New York Mellon
	 	$	25,000,000	 
	Standard Chartered Bank
	 	$	17,500,000	 
	Intesa Sanpaolo S.p.A.
	 	$	12,500,000	 






ILFC Amendment No. 1 to 2011 Facility




-2-









 






ANNEX II




Exhibit D-1 Form of 2011 Bid Note



See Attached



Exhibit D-2 Form of 2012 Bid Note



See Attached



ILFC Amendment No. 1 to 2011 Facility





-3-









 








Exhibit D-1




FORM OF 2011 BID NOTE



			
	$[                    ]
	 	[                     ___, ___]






          International Lease Finance Corporation, a California corporation (the “Company”), for
value received, hereby promises to pay to the order of [NAME OF BANK] (the “Bank”), at the
office of Citicorp USA, Inc., in its individual corporate capacity and as Agent (the
“Agent”), at 2 Penns Way, Suite 200, New Castle, DE 19720 on                     , 2011, or at such
other place, to such other person or at such other time and date as provided for in the
$2,500,000,000 Five-Year Revolving Credit Agreement (as amended by Amendment No. 1, dated as of
April 16, 2010, and as further amended, modified or supplemented, the “Credit Agreement”;
unless otherwise defined herein, the terms defined therein being used herein as therein defined),
dated as of October 13, 2006 among the Company, the Agent, and the financial institutions named
therein, in lawful money of the United States of America, the principal sum of $[                    ] or, if
less, the aggregate unpaid principal amount of all 2011 Bid Loans made by the Bank to the Company
pursuant to the Credit Agreement. This 2011 Bid Note shall bear interest as set forth in the Credit
Agreement for Bid Loans (as defined in the Credit Agreement).




          Except as otherwise provided in the Credit Agreement with respect to LIBOR Rate Loans, if
interest or principal on any loan evidenced by this 2011 Bid Note becomes due and payable on a day
which is not a Business Day (as defined in the Credit Agreement) the maturity thereof shall be
extended to the next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.




          This 2011 Bid Note is one of the 2011 Bid Notes referred to in the Credit Agreement. This
2011 Bid Note is subject to prepayment in whole or in part, and the maturity of this 2011 Bid Note
is subject to acceleration, upon the terms provided in the Credit Agreement.




          This 2011 Bid Note shall be governed by, and construed and interpreted in accordance with, the
law of the State of New York.




[remainder of page intentionally left blank]




ILFC Amendment No. 1 to 2011 Facility





-4-









 








          All 2011 Bid Loans made by the Bank to the Company pursuant to the Credit Agreement and all
payments of principal thereof may be indicated by the Bank upon the grid attached hereto which is a
part of this 2011 Bid Note. Such notations shall be rebuttable presumptive evidence of the
aggregate unpaid principal amount of all 2011 Bid Loans made by the Bank pursuant to the Credit
Agreement.




	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC Amendment No. 1 to 2011 Facility





-5-









 








2011 Bid Loans and Payments of Principal




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	Name of
	 	 	Principal	 	 	 	 	 	 	 	of	 	Unpaid	 	Person
	Funding	 	Amount	 	Interest	 	Interest	 	Loan	 	Principal	 	Principal	 	Making
	Date	 	of Loan	 	Method	 	Rate	 	Period	 	Paid	 	Balance	 	Notation
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





ILFC Amendment No. 1 to 2011 Facility





-6-









 








Exhibit D-2




FORM OF 2012 BID NOTE



			
	$[                    ]
	 	[                     ___, ___]






          International Lease Finance Corporation, a California corporation (the “Company”), for
value received, hereby promises to pay to the order of [NAME OF BANK] (the “Bank”), at the
office of Citicorp USA, Inc., in its individual corporate capacity and as Agent (the
“Agent”), at 2 Penns Way, Suite 200, New Castle, DE 19720 on the Termination Date, or at
such other place, to such other person or at such other time and date as provided for in the
$2,500,000,000 Five-Year Revolving Credit Agreement (as amended by Amendment No. 1, dated as of
April 16, 2010, and as further amended, modified or supplemented, the “Credit Agreement”;
unless otherwise defined herein, the terms defined therein being used herein as therein defined),
dated as of October 13, 2006 among the Company, the Agent, and the financial institutions named
therein, in lawful money of the United States of America, the principal sum of $[                    ] or, if
less, the aggregate unpaid principal amount of all 2012 Bid Loans made by the Bank to the Company
pursuant to the Credit Agreement. This 2012 Bid Note shall bear interest as set forth in the Credit
Agreement for Bid Loans (as defined in the Credit Agreement).




          Except as otherwise provided in the Credit Agreement with respect to LIBOR Rate Loans, if
interest or principal on any loan evidenced by this 2012 Bid Note becomes due and payable on a day
which is not a Business Day (as defined in the Credit Agreement) the maturity thereof shall be
extended to the next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.




          This 2012 Bid Note is one of the 2012 Bid Notes referred to in the Credit Agreement, and is
entitled to the benefits of the Security and Guarantee Agreement. This 2012 Bid Note is subject to
prepayment in whole or in part, and the maturity of this 2012 Bid Note is subject to acceleration,
upon the terms provided in the Credit Agreement. The obligations of the Borrower to the Bank under
this 2012 Bid Note and the other Loan Documents, and the obligations of the other Loan Parties
under the Loan Documents, are secured by the Collateral as provided in the Loan Documents.




          This 2012 Bid Note shall be governed by, and construed and interpreted in accordance with, the
law of the State of New York.




[remainder of page intentionally left blank]




ILFC Amendment No. 1 to 2011 Facility






-7-









 








          All 2012 Bid Loans made by the Bank to the Company pursuant to the Credit Agreement and all
payments of principal thereof may be indicated by the Bank upon the grid attached hereto which is a
part of this 2012 Bid Note. Such notations shall be rebuttable presumptive evidence of the
aggregate unpaid principal amount of all 2012 Bid Loans made by the Bank pursuant to the Credit
Agreement.




	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC Amendment No. 1 to 2011 Facility





-8-









 








2012 Bid Loans and Payments of Principal




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	Name of
	 	 	Principal	 	 	 	 	 	 	 	of	 	Unpaid	 	Person
	Funding	 	Amount	 	Interest	 	Interest	 	Loan	 	Principal	 	Principal	 	Making
	Date	 	of Loan	 	Method	 	Rate	 	Period	 	Paid	 	Balance	 	Notation
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





ILFC Amendment No. 1 to 2011 Facility








-9-









 








ANNEX III




Exhibit E-1 Form of 2011 Committed Note



See Attached



Exhibit E-2 Form of 2012 Committed Note



See Attached



ILFC Amendment No. 1 to 2011 Facility




 









 








Exhibit E-1




FORM OF 2011 COMMITTED NOTE



			
	$                    
	 	[                     ___, ___]






          International Lease Finance Corporation, a California corporation (the “Company”), for
value received, hereby promises to pay to the order of [NAME OF BANK] (the “Bank”), at the
office of Citicorp USA, Inc., in its individual corporate capacity and as Agent (the
“Agent”), at 2 Penns Way, Suite 200, New Castle, DE 19720 on [___ ___,] 2011, or at
such other place, to such other person or at such other time and date as provided for in the
$2,500,000,000 Five-Year Revolving Credit Agreement (as amended by Amendment No. 1, dated as of
April 16, 2010, and as further amended, modified or supplemented, the “Credit
Agreement”; unless otherwise defined herein, the terms defined therein being used herein as
therein defined), dated as of October 13, 2006, among the Company, the Agent, and the financial
institutions named therein, in lawful money of the United States of America, the principal sum of
$___or, if less, the aggregate unpaid principal amount of all 2011 Committed Loans made by the
Bank to the Company pursuant to the Credit Agreement. This 2011 Committed Note shall bear interest
as set forth in the Credit Agreement for Base Rate Loans and LIBOR Rate Loans (as defined in the
Credit Agreement), as the case may be.




          Except as otherwise provided in the Credit Agreement with respect to LIBOR Rate Loans, if
interest or principal on any loan evidenced by this 2011 Committed Note becomes due and payable on
a day which is not a Business Day (as defined in the Credit Agreement) the maturity thereof shall
be extended to the next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.




          This Note is one of the 2011 Committed Notes referred to in the Credit Agreement. This Note
is subject to prepayment in whole or in part, and the maturity of this Note is subject to
acceleration, upon the terms provided in the Credit Agreement.




          This Note shall be governed by, and construed and interpreted in accordance with, the law of
the State of New York.




[remainder of page intentionally left blank]




ILFC Amendment No. 1 to 2011 Facility





-2-









 








          All 2011 Committed Loans made by the Bank to the Company pursuant to the Credit Agreement and
all payments of principal thereof may be indicated by the Bank upon the grid attached hereto which
is a part of this 2011 Committed Note. Such notations shall be rebuttable presumptive evidence of
the aggregate unpaid principal amount of all 2011 Committed Loans made by the Bank pursuant to the
Credit Agreement.




	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC Amendment No. 1 to 2011 Facility




-3-









 








2011 Committed Loans and Payments of Principal




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	Name of
	 	 	Principal	 	 	 	 	 	 	 	of	 	Unpaid	 	Person
	Funding	 	Amount	 	Interest	 	Interest	 	Loan	 	Principal	 	Principal	 	Making
	Date	 	of Loan	 	Method	 	Rate	 	Period	 	Paid	 	Balance	 	Notation
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





ILFC Amendment No. 1 to 2011 Facility







-4-









 








Exhibit E-2




FORM OF 2012 COMMITTED NOTE



			
	$                    
	 	[                     ___, ___]






          International Lease Finance Corporation, a California corporation (the “Company”), for
value received, hereby promises to pay to the order of [NAME OF BANK] (the “Bank”), at the
office of Citicorp USA, Inc., in its individual corporate capacity and as Agent (the
“Agent”), at 2 Penns Way, Suite 200, New Castle, DE 19720 on the Termination Date, or at
such other place, to such other person or at such other time and date as provided for in the
$2,500,000,000 Five-Year Revolving Credit Agreement (as amended by Amendment No. 1, dated as of
[___ ___,] 2010, and as further amended, modified or supplemented, the “Credit
Agreement”; unless otherwise defined herein, the terms defined therein being used herein as
therein defined), dated as of October 13, 2006, among the Company, the Agent, and the financial
institutions named therein, in lawful money of the United States of America, the principal sum of
$___or, if less, the aggregate unpaid principal amount of all 2012 Committed Loans made by the
Bank to the Company pursuant to the Credit Agreement. This 2012 Committed Note shall bear interest
as set forth in the Credit Agreement for Base Rate Loans and LIBOR Rate Loans (as defined in the
Credit Agreement), as the case may be, plus the 2012 Additional Extension Fee.




          Except as otherwise provided in the Credit Agreement with respect to LIBOR Rate Loans, if
interest or principal on any loan evidenced by this 2012 Committed Note becomes due and payable on
a day which is not a Business Day (as defined in the Credit Agreement) the maturity thereof shall
be extended to the next succeeding Business Day, and interest shall be payable thereon at the rate
herein specified during such extension.




          This Note is one of the 2012 Committed Notes referred to in the Credit Agreement, and is
entitled to the benefits of the Security and Guarantee Agreement. This Note is subject to
prepayment in whole or in part, and the maturity of this Note is subject to acceleration, upon the
terms provided in the Credit Agreement. The obligations of the Borrower to the Bank under this
2012 Committed Note and the other Loan Documents, and the obligations of the other Loan Parties
under the Loan Documents, are secured by the Collateral as provided in the Loan Documents.




          This Note shall be governed by, and construed and interpreted in accordance with, the law of
the State of New York.




[remainder of page intentionally left blank]




ILFC Amendment No. 1 to 2011 Facility






-5-









 








          All 2012 Committed Loans made by the Bank to the Company pursuant to the Credit Agreement and
all payments of principal thereof may be indicated by the Bank upon the grid attached hereto which
is a part of this 2012 Committed Note. Such notations shall be rebuttable presumptive evidence of
the aggregate unpaid principal amount of all 2012 Committed Loans made by the Bank pursuant to the
Credit Agreement.




	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC Amendment No. 1 to 2011 Facility





-6-









 








2012 Committed Loans and Payments of Principal




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Amount	 	 	 	Name of
	 	 	Principal	 	 	 	 	 	 	 	of	 	Unpaid	 	Person
	Funding	 	Amount	 	Interest	 	Interest	 	Loan	 	Principal	 	Principal	 	Making
	Date	 	of Loan	 	Method	 	Rate	 	Period	 	Paid	 	Balance	 	Notation
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 





ILFC Amendment No. 1 to 2011 Facility








-7-









 








ANNEX IV




INTERNATIONAL LEASE FINANCE CORPORATION



CERTIFICATE



April [___], 2010



          This Certificate is delivered pursuant to Section 3(g) of Amendment No. 1 dated as of April
16, 2010 (the “Amendment”) to the Five-Year Revolving Credit Agreement dated as of October
13, 2006, among INTERNATIONAL LEASE FINANCE CORPORATION (the “Company”), the financial
institutions party thereto as Banks, and CITICORP USA, INC., as administrative agent for the Banks
(the “Agent”). Capitalized terms used and not defined herein have the meanings given to
such terms in the Amendment.




     The undersigned is the Chief Financial Officer of the Company and in such capacity and not in
his individual capacity (i) is familiar with the financial condition of the Company and the other
Loan Parties and (ii) has made such investigation and inquiries as the undersigned deems necessary
for the purposes of providing this Certificate.



     The undersigned HEREBY CERTIFIES IN HIS CAPACITY AS SUCH AND NOT IN HIS INDIVIDUAL CAPACITY,
that (1) as of the Amendment Effective Date (and as also reflected on the Company’s consolidated
balance sheet dated as of December 31, 2009, and confirmed by the Initial Appraisal Reports), the
fair value of the assets of each of (x) the Company and (y) the Loan Parties taken as a whole,
exceed their respective liabilities; and (2) as of the Amendment Effective Date, neither the Loan
Parties taken as a whole, nor the Company, is or will be rendered insolvent as a result of the
transactions contemplated by the Amendment and the Collateral Documents.



ILFC Amendment No. 1 to 2011 Facility









 









 







IN WITNESS WHEREOF, the undersigned Chief Financial Officer of the Company has signed this
Certificate as of the date first written above.




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Fred Cromer 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



ILFC Amendment No. 1 to 2011 Facility








 









 








Schedule IV




“Aircraft”



See Attached



ILFC Amendment No. 1 to 2011 Facility





 











 





Schedule IV




“Aircraft”



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Manufacturer	 	Model	 	MSN	 	DOM	 	Current Lease Expiry
	1

	 	Airbus
	 	A319-100
	 	 	1733	 	 	08-May-02
	 	*
	2

	 	Airbus
	 	A319-100
	 	 	938	 	 	15-Feb-99
	 	*
	3

	 	Airbus
	 	A320-200
	 	 	795	 	 	28-Apr-98
	 	*
	4

	 	Airbus
	 	A320-200
	 	 	782	 	 	24-Mar-98
	 	*
	5

	 	Airbus
	 	A320-200
	 	 	760	 	 	20-Jan-98
	 	*
	6

	 	Airbus
	 	A320-200
	 	 	726	 	 	28-Nov-97
	 	*
	7

	 	Airbus
	 	A320-200
	 	 	676	 	 	14-May-97
	 	*
	8

	 	Airbus
	 	A320-200
	 	 	661	 	 	12-Mar-97
	 	*
	9

	 	Airbus
	 	A320-200
	 	 	645	 	 	24-Jan-97
	 	*
	10

	 	Airbus
	 	A320-200
	 	 	640	 	 	17-Jan-97
	 	*
	11

	 	Airbus
	 	A320-200
	 	 	585	 	 	10-May-96
	 	*
	12

	 	Airbus
	 	A320-200
	 	 	579	 	 	21-Mar-96
	 	*
	13

	 	Airbus
	 	A320-200
	 	 	556	 	 	29-Feb-96
	 	*
	14

	 	Airbus
	 	A321-100
	 	 	987	 	 	19-Mar-99
	 	*
	15

	 	Airbus
	 	A321-100
	 	 	642	 	 	21-Jan-97
	 	*
	16

	 	Airbus
	 	A321-100
	 	 	604	 	 	02-Jul-96
	 	*
	17

	 	Airbus
	 	A321-200
	 	 	1004	 	 	23-Apr-99
	 	*
	18

	 	Airbus
	 	A321-200
	 	 	974	 	 	26-Mar-99
	 	*
	19

	 	Airbus
	 	A321-200
	 	 	968	 	 	22-Mar-99
	 	*
	20

	 	Airbus
	 	A321-200
	 	 	954	 	 	09-Feb-99
	 	*
	21

	 	Airbus
	 	A321-200
	 	 	891	 	 	02-Nov-98
	 	*








 





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




 ILFC Amendment No. 1 to 2011 Facility 



-2-









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Manufacturer	 	Model	 	MSN	 	DOM	 	Current Lease Expiry
	22

	 	Airbus
	 	A321-200
	 	 	827	 	 	20-May-98
	 	*
	23

	 	Airbus
	 	A321-200
	 	 	810	 	 	24-Apr-98
	 	*
	24

	 	Airbus
	 	A321-200
	 	 	787	 	 	02-Mar-98
	 	*
	25

	 	Airbus
	 	A321-200
	 	 	775	 	 	26-Feb-98
	 	*
	26

	 	Airbus
	 	A321-200
	 	 	668	 	 	30-May-97
	 	*
	27

	 	Airbus
	 	A321-200
	 	 	663	 	 	27-May-97
	 	*
	28

	 	Airbus
	 	A321-200
	 	 	666	 	 	26-Mar-97
	 	*
	29

	 	Airbus
	 	A330-200
	 	 	432	 	 	09-Nov-01
	 	*
	30

	 	Airbus
	 	A330-200
	 	 	275	 	 	26-May-99
	 	*
	31

	 	Airbus
	 	A330-200
	 	 	262	 	 	12-Mar-99
	 	*
	32

	 	Airbus
	 	A330-200
	 	 	250	 	 	23-Feb-99
	 	*
	33

	 	Airbus
	 	A330-300
	 	 	177	 	 	20-Jun-97
	 	*
	34

	 	Airbus
	 	A330-300
	 	 	143	 	 	08-Oct-96
	 	*
	35

	 	Airbus
	 	A330-300
	 	 	132	 	 	23-Apr-96
	 	*
	36

	 	Airbus
	 	A330-300
	 	 	111	 	 	28-Sep-95
	 	*
	37

	 	Airbus
	 	A330-300
	 	 	98	 	 	22-May-95
	 	*
	38

	 	Airbus
	 	A330-300
	 	 	95	 	 	04-May-95
	 	*
	39

	 	Airbus
	 	A330-300
	 	 	72	 	 	28-Feb-95
	 	*
	40

	 	Airbus
	 	A330-300
	 	 	70	 	 	17-Nov-94
	 	*
	41

	 	Airbus
	 	A340-300
	 	 	395	 	 	19-Sep-01
	 	*
	42

	 	Airbus
	 	A340-300
	 	 	399	 	 	06-Apr-01
	 	*
	43

	 	Airbus
	 	A340-300
	 	 	216	 	 	14-May-98
	 	*
	44

	 	Airbus
	 	A340-300
	 	 	214	 	 	16-Mar-98
	 	*
	45

	 	Airbus
	 	A340-300
	 	 	174	 	 	28-May-97
	 	*






 





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




 ILFC Amendment No. 1 to 2011 Facility 



-3-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Manufacturer	 	Model	 	MSN	 	DOM	 	Current Lease Expiry
	46

	 	Airbus
	 	A340-300
	 	 	164	 	 	21-Apr-97
	 	*
	47

	 	Airbus
	 	A340-300
	 	 	168	 	 	17-Apr-97
	 	*
	48

	 	Airbus
	 	A340-300
	 	 	152	 	 	13-Nov-96
	 	*
	49

	 	Airbus
	 	A340-300
	 	 	114	 	 	30-Apr-96
	 	*
	50

	 	Airbus
	 	A340-300
	 	 	93	 	 	23-Jun-95
	 	*
	51

	 	Airbus
	 	A340-300
	 	 	88	 	 	15-Jun-95
	 	*
	52

	 	Airbus
	 	A340-300
	 	 	48	 	 	18-May-94
	 	*
	53

	 	Airbus
	 	A340-600
	 	 	436	 	 	19-Dec-02
	 	*
	54

	 	Boeing
	 	A300-600F
	 	 	743	 	 	01-Feb-95
	 	*
	55

	 	Boeing
	 	A300-600F
	 	 	677	 	 	02-Mar-93
	 	*
	56

	 	Boeing
	 	737-600
	 	 	29353	 	 	25-May-04
	 	*
	57

	 	Boeing
	 	737-600
	 	 	29349	 	 	24-Feb-04
	 	*
	58

	 	Boeing
	 	737-600
	 	 	28261	 	 	23-Jan-04
	 	*
	59

	 	Boeing
	 	737-600
	 	 	29348	 	 	04-Dec-03
	 	*
	60

	 	Boeing
	 	737-600
	 	 	28260	 	 	06-Nov-03
	 	*
	61

	 	Boeing
	 	737-600
	 	 	28259	 	 	17-Oct-03
	 	*
	62

	 	Boeing
	 	737-700
	 	 	30635	 	 	29-Nov-00
	 	*
	63

	 	Boeing
	 	747-400
	 	 	29375	 	 	08-Sep-99
	 	*
	64

	 	Boeing
	 	747-400
	 	 	27603	 	 	14-Apr-99
	 	*
	65

	 	Boeing
	 	747-400
	 	 	27602	 	 	29-Jun-98
	 	*
	66

	 	Boeing
	 	747-400
	 	 	28194	 	 	28-Jan-97
	 	*
	67

	 	Boeing
	 	747-400
	 	 	26255	 	 	10-Jun-96
	 	*
	68

	 	Boeing
	 	747-400
	 	 	27595	 	 	23-May-95
	 	*
	69

	 	Boeing
	 	747-400
	 	 	26326	 	 	12-Oct-94
	 	*







 




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




 ILFC Amendment No. 1 to 2011 Facility 



-4-









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Manufacturer	 	Model	 	MSN	 	DOM	 	Current Lease Expiry
	70

	 	Boeing
	 	747-400
	 	 	24958	 	 	28-Apr-94
	 	*
	71

	 	Boeing
	 	747-400
	 	 	24957	 	 	20-Apr-93
	 	*
	72

	 	Boeing
	 	747-400
	 	 	24956	 	 	01-Jun-92
	 	*
	73

	 	Boeing
	 	747-400
	 	 	24896	 	 	31-May-91
	 	*
	74

	 	Boeing
	 	747-400ERF
	 	 	32866	 	 	17-Oct-02
	 	*
	75

	 	Boeing
	 	757-200ER
	 	 	29381	 	 	03-Apr-01
	 	*
	76

	 	Boeing
	 	757-200ER
	 	 	30043	 	 	19-May-00
	 	*
	77

	 	Boeing
	 	757-200ER
	 	 	30394	 	 	28-Apr-00
	 	*
	78

	 	Boeing
	 	757-200ER
	 	 	29379	 	 	19-Apr-00
	 	*
	79

	 	Boeing
	 	757-200ER
	 	 	28174	 	 	12-May-99
	 	*
	80

	 	Boeing
	 	757-200ER
	 	 	28836	 	 	13-Apr-99
	 	*
	81

	 	Boeing
	 	757-200ER
	 	 	29377	 	 	10-Apr-99
	 	*
	82

	 	Boeing
	 	757-200ER
	 	 	28835	 	 	23-Mar-99
	 	*
	83

	 	Boeing
	 	757-200ER
	 	 	28834	 	 	24-Feb-99
	 	*
	84

	 	Boeing
	 	757-200ER
	 	 	29380	 	 	09-Dec-98
	 	*
	85

	 	Boeing
	 	757-200ER
	 	 	29443	 	 	16-Sep-98
	 	*
	86

	 	Boeing
	 	757-200ER
	 	 	29442	 	 	11-Sep-98
	 	*
	87

	 	Boeing
	 	757-200ER
	 	 	28171	 	 	24-May-98
	 	*
	88

	 	Boeing
	 	757-200ER
	 	 	28203	 	 	21-May-98
	 	*
	89

	 	Boeing
	 	757-200ER
	 	 	28170	 	 	03-May-98
	 	*
	90

	 	Boeing
	 	757-200ER
	 	 	27623	 	 	09-Mar-98
	 	*
	91

	 	Boeing
	 	757-200ER
	 	 	28833	 	 	12-Dec-97
	 	*
	92

	 	Boeing
	 	757-200ER
	 	 	28167	 	 	16-Oct-97
	 	*
	93

	 	Boeing
	 	757-200ER
	 	 	28169	 	 	29-May-97
	 	*







 





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




 ILFC Amendment No. 1 to 2011 Facility 



-5-









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Manufacturer	 	Model	 	MSN	 	DOM	 	Current Lease Expiry
	94

	 	Boeing
	 	757-200ER
	 	 	28168	 	 	14-May-97
	 	*
	95

	 	Boeing
	 	757-200ER
	 	 	28164	 	 	25-Mar-97
	 	*
	96

	 	Boeing
	 	757-200ER
	 	 	27622	 	 	24-Mar-97
	 	*
	97

	 	Boeing
	 	757-200ER
	 	 	27625	 	 	24-Feb-97
	 	*
	98

	 	Boeing
	 	757-200ER
	 	 	28165	 	 	18-Feb-97
	 	*
	99

	 	Boeing
	 	757-200ER
	 	 	28163	 	 	30-Jan-97
	 	*
	100

	 	Boeing
	 	757-200ER
	 	 	28162	 	 	22-Oct-96
	 	*
	101

	 	Boeing
	 	757-200ER
	 	 	27599	 	 	15-Mar-96
	 	*
	102

	 	Boeing
	 	757-200ER
	 	 	26276	 	 	15-Mar-96
	 	*
	103

	 	Boeing
	 	767-300ER
	 	 	27686	 	 	21-May-00
	 	*
	104

	 	Boeing
	 	767-300ER
	 	 	29383	 	 	16-Apr-99
	 	*
	105

	 	Boeing
	 	767-300ER
	 	 	28884	 	 	25-Feb-99
	 	*
	106

	 	Boeing
	 	767-300ER
	 	 	28206	 	 	26-Mar-98
	 	*
	107

	 	Boeing
	 	767-300ER
	 	 	27615	 	 	10-Dec-97
	 	*
	108

	 	Boeing
	 	767-300ER
	 	 	27600	 	 	16-Apr-97
	 	*
	109

	 	Boeing
	 	767-300ER
	 	 	27613	 	 	24-Mar-97
	 	*
	110

	 	Boeing
	 	767-300ER
	 	 	26329	 	 	19-Dec-96
	 	*
	111

	 	Boeing
	 	767-300ER
	 	 	26328	 	 	03-Dec-96
	 	*
	112

	 	Boeing
	 	767-300ER
	 	 	27611	 	 	31-Oct-96
	 	*
	113

	 	Boeing
	 	767-300ER
	 	 	26327	 	 	17-Jul-96
	 	*
	114

	 	Boeing
	 	767-300ER
	 	 	28098	 	 	10-May-96
	 	*
	115

	 	Boeing
	 	767-300ER
	 	 	27597	 	 	15-Feb-96
	 	*
	116

	 	Boeing
	 	767-300ER
	 	 	27619	 	 	06-Nov-95
	 	*
	117

	 	Boeing
	 	767-300ER
	 	 	27958	 	 	18-Aug-95
	 	*






 





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



 ILFC Amendment No. 1 to 2011 Facility 



-6-









 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Manufacturer	 	Model	 	MSN	 	DOM	 	Current Lease Expiry
	118

	 	Boeing
	 	767-300ER
	 	 	27957	 	 	28-Jul-95
	 	*
	119

	 	Boeing
	 	767-300ER
	 	 	26261	 	 	03-May-95
	 	*
	120

	 	Boeing
	 	767-300ER
	 	 	26264	 	 	10-Oct-94
	 	*
	121

	 	Boeing
	 	767-300ER
	 	 	25531	 	 	30-Mar-92
	 	*
	122

	 	Boeing
	 	767-300ER
	 	 	25137	 	 	13-Jul-91
	 	*
	123

	 	Boeing
	 	767-300ER
	 	 	24259	 	 	09-Jun-89
	 	*
	124

	 	Boeing
	 	767-300ER
	 	 	24258	 	 	17-Feb-89
	 	*
	125

	 	Boeing
	 	767-300ER
	 	 	24257	 	 	02-Feb-89
	 	*
	126

	 	Boeing
	 	777-200ER
	 	 	28682	 	 	21-Mar-01
	 	*
	127

	 	Boeing
	 	777-200ER
	 	 	28681	 	 	14-Feb-01
	 	*
	128

	 	Boeing
	 	777-200ER
	 	 	29908	 	 	16-Jul-99
	 	*
	129

	 	Boeing
	 	777-200ER
	 	 	28675	 	 	21-May-99
	 	*
	130

	 	Boeing
	 	777-200ER
	 	 	27609	 	 	19-Feb-99
	 	*
	131

	 	Boeing
	 	777-200ER
	 	 	27608	 	 	02-Oct-98
	 	*
	132

	 	Boeing
	 	777-200ER
	 	 	27607	 	 	17-Jun-98
	 	*
	133

	 	McDonnell Douglas
	 	MD-11
	 	 	48563	 	 	10-Nov-95
	 	*
	134

	 	McDonnell Douglas
	 	MD-11
	 	 	48632	 	 	28-Mar-95
	 	*
	135

	 	McDonnell Douglas
	 	MD-11
	 	 	48633	 	 	31-Mar-94
	 	*
	136

	 	McDonnell Douglas
	 	MD-11
	 	 	48555	 	 	12-Dec-93
	 	*
	137

	 	McDonnell Douglas
	 	MD-11
	 	 	48519	 	 	22-Apr-93
	 	*
	138

	 	McDonnell Douglas
	 	MD-11
	 	 	48437	 	 	15-Apr-93
	 	*
	139

	 	McDonnell Douglas
	 	MD-11
	 	 	48518	 	 	08-Mar-93
	 	*





 





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




 ILFC Amendment No. 1 to 2011 Facility 



-7-













 





Schedule 9.18




“Eligible Aircraft”




None



ILFC Amendment No. 1 to 2011 Facility





-8-









 








EXHIBIT K




SECURITY AND GUARANTEE AGREEMENT




See Separately Attached Execution Copy



ILFC – Security and Guarantee Agreement




 









 








EXECUTION COPY




 





SECURITY AND GUARANTEE AGREEMENT




Dated as of April 16, 2010



among



FLYING FORTRESS INC.,



FLYING FORTRESS US LEASING INC.,



FLYING FORTRESS IRELAND LEASING LIMITED,



THE ADDITIONAL GUARANTORS REFERRED TO HEREIN



and



CITICORP USA, INC.



as Collateral Agent



 





2









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	DEFINITIONS AND INTERPRETATION
	 	 	 	 
	Section 1.01 Certain Defined Terms
	 	 	2	 
	Section 1.02 Accounting Terms
	 	 	8	 
	Section 1.03 Other Definitional Provisions
	 	 	8	 
	ARTICLE II
	 	 	 	 
	GUARANTEE
	 	 	 	 
	Section 2.01 Guarantee; Limitation of Liability
	 	 	8	 
	Section 2.02 Guarantee Absolute
	 	 	9	 
	Section 2.03 Waivers and Acknowledgments
	 	 	10	 
	Section 2.04 Subrogation
	 	 	11	 
	Section 2.05 Continuing Guarantee
	 	 	12	 
	Section 2.06 Payments Free and Clear of Taxes, Etc
	 	 	12	 
	Section 2.07 Right of Set-off
	 	 	12	 
	Section 2.08 Subordination
	 	 	12	 
	ARTICLE III
	 	 	 	 
	REPRESENTATIONS AND WARRANTIES
	 	 	 	 
	Section 3.01 Representations and Warranties of each Guarantor
	 	 	13	 
	Section 3.02 Additional Representations and Warranties of the Guarantors
	 	 	15	 
	ARTICLE IV
	 	 	 	 
	COVENANTS
	 	 	 	 
	Section 4.01 Covenants
	 	 	17	 
	ARTICLE V
	 	 	 	 
	GRANT OF SECURITY INTEREST; REMEDIES
	 	 	 	 
	Section 5.01 Grant of Security Interest
	 	 	19	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Section 5.02 Security for Obligations
	 	 	20	 
	Section 5.03 Delivery and Control of Security Collateral
	 	 	21	 
	Section 5.04 The Account Collateral
	 	 	21	 
	Section 5.05 Further Assurances
	 	 	22	 
	Section 5.06 Post-Closing Changes
	 	 	23	 
	Section 5.07 Voting Rights; Dividends; Etc
	 	 	23	 
	Section 5.08 Transfers and Other Liens; Additional Shares
	 	 	24	 
	Section 5.09 Agent Appointed Attorney-in-Fact
	 	 	25	 
	Section 5.10 Agent May Perform
	 	 	25	 
	Section 5.11 The Agent’s Duties
	 	 	25	 
	Section 5.12 Remedies
	 	 	26	 
	Section 5.13 Continuing Security Interest
	 	 	27	 
	Section 5.14 Release; Termination
	 	 	27	 
	Section 5.15 Application of Irish Law
	 	 	28	 
	ARTICLE VI
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	Section 6.01 Amendments, Waivers, Supplements, Etc
	 	 	31	 
	Section 6.02 Notices, Etc
	 	 	32	 
	Section 6.03 No Waiver; Remedies Cumulative
	 	 	33	 
	Section 6.04 Indemnification
	 	 	33	 
	Section 6.05 Collateral Agent
	 	 	34	 
	Section 6.06 Assignments; Binding Effect
	 	 	34	 
	Section 6.07 Execution in Counterparts; Severability
	 	 	34	 
	Section 6.08 Governing Law
	 	 	34	 
	Section 6.09 Jurisdiction; Etc
	 	 	34	 
	Section 6.10 Table of Contents, Headings, Etc.
	 	 	35	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Section 6.11 Non-Invasive Provisions
	 	 	35	 
	Section 6.12 Limited Liability
	 	 	36	 
	Section 6.13 USA Patriot Act
	 	 	36	 
	Section 6.14 WAIVER OF JURY TRIAL
	 	 	36	 






	 	 	 

	SCHEDULES
	 	 
	Schedule I

	 	Location, Chief Executive Office, Type Of Organization,
Jurisdiction Of Organization, Organizational
Identification Number and Trade Names
	Schedule II

	 	Pledged Equity
	Schedule III

	 	Changes in Name, Location, Etc.
	Schedule 3.02(g)

	 	Authorizations and Approvals
	Schedule 4.01(f)

	 	Insurance
	EXHIBITS
	 	 
	Exhibit A

	 	Form of Guarantee Supplement
	Exhibit B

	 	Form of Collateral Supplement






iii









 






SECURITY
AND GUARANTEE AGREEMENT


Dated as of April 16, 2010




          THIS SECURITY AND GUARANTEE AGREEMENT (as amended, supplemented or otherwise modified from
time to time, this “Agreement”) is made by Flying Fortress Inc., a California corporation (“Holdco
I”), Flying Fortress US Leasing Inc., a California corporation (the “Initial Parent Holdco
(California)”), Flying Fortress Ireland Leasing Limited, a company incorporated under the laws of
Ireland (the “Initial Parent Holdco (Ireland)”, and together with the Initial Parent Holdco
(California), collectively, the “Initial Parent Holdcos” and individually, an “Initial Parent
Holdco”), the Additional Guarantors (as defined below) (Holdco I, the Initial Parent Holdcos and
the Additional Guarantors being, collectively, the “Guarantors”, and individually, each a
“Guarantor”), and Citicorp USA, Inc. (“CUSA”), as collateral agent (in such capacity, together with
any successor collateral agent appointed pursuant to Section 6.05 below, the “Collateral Agent” or
the “Agent”) for the Secured Parties. Capitalized terms used herein without definition shall be
interpreted in accordance with Section 1.03.




PRELIMINARY STATEMENTS




          (A) International Lease Finance Corporation (the “Company”), the Banks party thereto and
Citicorp USA, Inc. as administrative agent for the Banks (in such capacity, together with its
successors and assigns in such capacity, the “Administrative Agent”), are parties to a Five-Year
Revolving Credit Agreement dated as of October 13, 2006 (as amended, supplemented or otherwise
modified from time to time, 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 $2,500,000,000.




          (B) The Company desires to extend the Termination Date under the Credit Agreement, and has
requested that the Banks thereunder extend such Termination Date by entering into Amendment No. 1
to the Credit Agreement, dated as of April 16, 2010 (the “Amendment”), pursuant to which each 2012
Bank shall, among other things, exchange its Commitment existing immediately prior to the Amendment
Effective Date (as defined in the Amendment) for a new commitment with an extended Termination
Date, on the terms and conditions set forth in the Amendment. 




          (C) In connection with Amendment, (i) the Company shall form Holdco I which shall be a special
purpose direct Wholly-owned Subsidiary of the Company, (ii) Holdco I shall form or acquire the
Parent Holdcos (including the Initial Parent Holdcos), each of which shall be a special purpose
direct Wholly-owned Subsidiary of Holdco I and (iii) each Parent Holdco shall form or acquire each
Pledged SPE (as defined below) and, if applicable, each Intermediate Lessee (as defined below),
with each such Pledged SPE and Intermediate Lessee being a special purpose direct Wholly-owned
Subsidiary of a Parent Holdco. Each Pledged SPE shall Own Eligible Aircraft (as defined in the
Credit Agreement).




          (D) Holdco I is the owner of the Equity Interests (as defined below) issued by the Initial
Parent Holdcos (the “Initial Pledged Parent Holdco Equity”) set forth opposite




ILFC – Security and Guarantee Agreement




 









 







Holdco I’s name on
and as otherwise described in Schedule II hereto, and each Initial Parent Holdco is the owner of
the Equity Interests issued by the Pledged SPEs (if any) and Intermediate Lessees (if any) existing
on the date hereof (the “Initial Pledged SPE and Intermediate Lessee Equity”, and together with the
Initial Pledged Parent Holdco Equity, the “Initial Pledged Equity”) set forth opposite such Initial
Parent Holdco’s name on and as otherwise described in Schedule II hereto.




          (E) Holdco I will be the owner of a deposit account (the “Holdco I Cash Collateral Account”,
and together with any other cash collateral account in which a security interest will be granted
hereunder, the “Cash Collateral Accounts”), in each case maintained with Citibank, N.A. or Bank of
America, N.T.&S.A. in New York, New York.




          (F) It is a condition precedent to the effectiveness of the Amendment and the extension of the
Termination Date with respect to the 2012 Banks that the Guarantors execute and deliver this
Agreement, to, among other things, enter into the Guarantee (as defined below) and grant the
security interest contemplated hereby.




          (G) The Guarantors are entering into this Agreement in order to guarantee the Guaranteed
Obligations (as defined below) and to grant to the Agent for the ratable benefit of the Secured
Parties a security interest in the Collateral (as defined below).




          (H) Each Guarantor will derive substantial direct and indirect benefits from the transactions
contemplated by the Amendment.




          NOW, THEREFORE, in consideration of the premises and in order to induce the 2012 Banks to
enter into the Amendment and to extend the Termination Date, each Guarantor hereby jointly and
severally agrees as follows:




Section 8.

DEFINITIONS AND INTERPRETATION




          8.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular and the plural
forms of the terms defined):





          “Account Collateral” has the meaning specified in Section 5.01(b).




          “Additional Guarantor” has the meaning specified in Section 6.01(d).




          “Agent” has the meaning specified in the first paragraph to this Agreement.




          “Agreement” has the meaning specified in the first paragraph of this Agreement.




          “Amendment” has the meaning specified in the Preliminary Statements to this Agreement.



ILFC – Security and Guarantee Agreement




2









 









          “Bankruptcy Law” has the meaning specified in Section 2.01(b).




          “Cash Collateral Accounts” has the meaning specified in the Preliminary Statements to
this Agreement.




          “Cash Equivalents” means, in each case, book-entry securities, negotiable instruments
or securities in bearer or registered form that evidence: (a) direct obligations of, and
obligations fully guaranteed as to timely payment by, the United States of America (having
original maturities of no more than 365 days, or such lesser time as is required for the
distribution of funds); (b) demand deposits, time deposits or certificates of deposit of
the Collateral Agent or of depositary institutions or trust companies organized under the
laws of the United States of America or any state thereof, or the District of Columbia (or
any domestic branch of a foreign bank) (i) having original maturities of no more than 365
days, or such lesser time as is required for the distribution of funds; provided that at
the time of investment or contractual commitment to invest therein, the short-term debt
rating of such depositary institution or trust company shall be at least “A-1” by S&P and
“P-1” by Moody’s and the long-term debt rating of such depositary or institution or trust
company shall be at least A1 by Moody’s or (ii) having maturities of more than 365 days
and, at the time of the Investment or contractual commitment to invest therein, a rating of
“AA” by S&P and “Aa1” by Moody’s; (c) fully collateralized repurchase agreements with a
term of not more than 30 days for securities described in clause (a) of this definition and
entered into with a financial institution satisfying the criteria described in clause (b)
of this definition; (d) corporate or municipal debt obligations (including open market
commercial paper) (i) having remaining maturities of no more than 365 days, or such lesser
time as is required for the distribution of funds, and having, at the time of the
investment or contractual commitment to invest therein, a rating of at least “A-1+” or “AA”
by S&P and “P-1” or “Aa1” by Moody’s or (ii) having maturities of more than 365 days and,
at the time of the Investment or contractual commitment to invest therein, a rating of “AA”
by S&P and “Aa1” by Moody’s; (e) investments in money market funds (including funds in
respect of which the Collateral Agent or any of its Affiliates is investment manager or
advisor, including but not limited to Citicorp USA, Inc. money market funds) having a
rating of at least “AA” by S&P and “Aa2” by Moody’s previously approved by the Company or
the Collateral Agent; or (f) notes or bankers’ acceptances (having original maturities of
no more than 365 days, or such lesser time as is required for the distribution of funds)
issued by any depositary institution or trust company satisfying the criteria described in
clause (b) above; provided, however, that no investment shall be made in any obligations of
any depositary institution or trust company which has a contractual right to set off and
apply any deposits held, and other indebtedness owing, by the Company or any Guarantor to
or for the credit or the account of such depositary institution or trust company;
provided further, that if, at any time, the rating of any of the foregoing
investments falls below “BBB” by S&P or Baa2” by Moody’s, such downgrades investments shall
no longer constitute “Cash Equivalents”.




          “Collateral” has the meaning specified in Section 5.01.




          “Collateral Agent” has the meaning specified in the first paragraph to this Agreement.



ILFC – Security and Guarantee Agreement




3









 









          “Collateral Supplement” means a supplement to this Agreement in substantially the form
attached as Exhibit B hereto.




          “Company” has the meaning specified in the Preliminary Statements to this Agreement.




          “Credit Agreement” has the meaning specified in the Preliminary Statements to this
Agreement.




          “Equity Interests” means, with respect to any Person, shares of capital stock of (or
other ownership or profit interests in) such Person, warrants, options or other rights for
the purchase or other acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, securities convertible into or exchangeable
for shares of capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or other acquisition from such Person of such
            shares (or such other interests), and other ownership or profit interests in such Person
(including, without limitation, partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights or other
interests are authorized or otherwise existing on any date of determination.




          “Guarantee” means the guarantee of the Guarantors set forth in Article II hereof.




          “Guarantee Supplement” has the meaning specified in Section 6.01(d).




          “Guaranteed Obligations” has the meaning specified in Section 2.01(a).




          “Guarantor” has the meaning specified in the first paragraph to this Agreement.




          “Guarantor Material Adverse Effect” means (a) a material adverse effect on the
business, assets, liabilities, operations, condition (financial or otherwise) or operating
results of the Guarantors taken as a whole, the result of which is a material impairment of
the ability of the Guarantors taken as a whole to perform their respective obligations
under any Loan Document, (b) a material impairment of the totality of rights and remedies
of, or benefits available to, any Secured Party under the Loan Documents or (c) a material
adverse effect on the value of the Collateral taken as a whole.




          “Holdco I” has the meaning specified in the first paragraph to this Agreement.




          “Holdco I Cash Collateral Account” has the meaning specified in the Preliminary
Statements to this Agreement.




          “Holdco I DACA” shall mean the Deposit Account Control Agreement, among Holdco I,
Agent, and the relevant depositary bank, in form and substance



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reasonably satisfactory to Holdco I, Agent and the relevant depositary bank.




          “Indemnified Party” has the meaning specified in Section 6.04.




          “Indenture” means the Indenture, dated as of August 1, 2006, between the Company and
Deutsche Bank Trust Company Americas, as trustee, as amended, supplemented or otherwise
modified from time to time.




          “Initial Parent Holdco” has the meaning specified in the first paragraph to this
Agreement.




          “Initial Parent Holdco (California)” has the meaning specified in the first paragraph
to this Agreement.




          “Initial Parent Holdco (Ireland)” has the meaning specified in the first paragraph to
this Agreement.




          “Initial Pledged Equity” has the meaning specified in the Preliminary Statements to
this Agreement.




          “Initial Pledged Parent Holdco Equity” has the meaning specified in the Preliminary
Statements to this Agreement.




          “Initial Pledged SPE and Intermediate Lessee Equity” has the meaning specified in the
Preliminary Statements to this Agreement.




          “Intermediate Lessee” means each direct Wholly-owned Subsidiary (subject to the Local
Requirements Exception) of a Parent Holdco other than any Pledged SPE, all of whose issued
and outstanding Equity Interests constitute Collateral.




          “Irish Act” means the Irish Land and Conveyancing Law Reform Act 2009.




          “Obligation” means, with respect to any Person, any payment, performance or other
obligation of such Person of any kind, including, without limitation, any liability of such
Person on any claim, whether or not the right of any creditor to payment in respect of such
claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim
is discharged, stayed or otherwise affected by any proceeding referred to in Section 11.1.3
of the Credit Agreement. Without limiting the generality of the foregoing, the Obligations
of any Loan Party under the Loan Documents include (a) the obligation to pay principal,
interest, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other
amounts payable by such Loan Party under any Loan Document and (b) the obligation of such
Loan Party to reimburse any amount in respect of any of the foregoing arising from or under
any Loan Document that the Administrative Agent or the Collateral Agent, in its sole
discretion, may elect to pay or advance on behalf of such Loan Party.



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          “Parent Holdco” means the Initial Parent Holdcos and any other direct Wholly-owned
Subsidiary (subject to the Local Requirements Exception) of Holdco I formed or acquired
after the date hereof, each of whom shall execute and deliver a Guarantee Supplement.




          “Permitted Holdco I Activities” means, with respect to Holdco I, (a) the execution,
delivery and performance of its obligations under this Agreement or any other agreement or
document required by the terms of the Loan Documents, (b) the establishment, formation,
purchase, acquisition, holding, maintenance or permitted sale or other disposition of any
Parent Holdco, and (c) activities permitted or required under Sections 4 and 5 hereof, and
(d) all other activities incidental thereto or that are immaterial, including contracting
for management services from the Company, the incurrence and lending of intercompany
indebtedness and payments in respect thereof, and other activities and actions taken in
accordance with Leasing Company Practice.




          “Permitted Intermediate Lessee Activities” means, with respect to an Intermediate
Lessee, (a) the execution, delivery and performance of its obligations under any agreement
or document required by the terms of the Loan Documents, (b) the acquisition, ownership,
holding, conversion, maintenance, modification, management, operation, leasing, re-leasing,
subleasing and sale or other disposition of any Eligible Aircraft or related assets and the
entry into all agreements and engaging in all related activities incidental thereto,
including from time to time accepting, exchanging, holding promissory notes, contingent
payment obligations or Equity Interests of lessees or their Affiliates issued in connection
with the bankruptcy, reorganization or other similar process, or in settlement of
delinquent obligations or obligations anticipated to be delinquent, of such lessees or
their respective Affiliates, (c) activities permitted or required under Sections 4 and 5
hereof, and (d) all other activities incidental thereto or that are immaterial, including
contracting for management services from the Company, Holdco I or a Parent Holdco, the
incurrence and lending of intercompany indebtedness and payments in respect thereof, and
other activities and actions taken in accordance with Leasing Company Practice.




          “Permitted Parent Holdco Activities” means, with respect to a Parent Holdco, (a) the
execution, delivery and performance of its obligations under this Agreement or any other
agreement or document required by the terms of the Loan Documents, (b) the establishment,
formation, purchase, acquisition, holding, maintenance or permitted sale or other
disposition of any Pledged SPE or Intermediate Lessee, (c) activities permitted or required
under Sections 4 and 5 hereof, and (d) all other activities incidental thereto or that are
immaterial, including contracting for management services from the Company or Holdco I, the
incurrence and lending of intercompany indebtedness and payments in respect thereof, and
other activities and actions taken in accordance with Leasing Company Practice.




          “Permitted Pledged SPE Activities” means, with respect to a Pledged SPE, (a) the
execution, delivery and performance of its obligations under any agreement or document
required by the terms of the Loan Documents, (b) the acquisition, ownership, holding,
conversion, maintenance, modification, management, operation,



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leasing, re-leasing, subleasing and sale or otherwise disposition of any Eligible Aircraft or related assets and
the entry into all agreements and engaging in all related activities incidental thereto,
including from time to time accepting, exchanging, holding promissory notes, contingent
payment obligations or Equity Interests of lessees or their Affiliates issued in connection
with the bankruptcy, reorganization or other similar process, or in settlement of
delinquent obligations or obligations anticipated to be delinquent, of such lessees or
their respective Affiliates, (c) activities permitted or required under Sections 4 and 5
hereof, and (d) all other activities incidental thereto or that are immaterial, including
contracting for management services from the Company, Holdco I or a Parent Holdco, the
incurrence and lending of intercompany indebtedness and payments in respect thereof, and
other activities and actions taken in accordance with Leasing Company Practice.



     “Pledged Debt” means all the Indebtedness from time to time owing by any Guarantor,
any Pledged SPE, any Intermediate Lessee or the Company to any Guarantor.



     “Pledged Debt Collateral” has the meaning specified in Section 5.01(a)(iii).



     “Pledged Equity” has the meaning specified in Section 5.01(a)(ii).



     “Pledged SPE” means each direct Wholly-owned Subsidiary (subject to the Local
Requirements Exception) of a Parent Holdco that Owns any Eligible Aircraft, all of whose
issued and outstanding Equity Interests constitute Collateral. Each Pledged SPE shall be
organized under the laws of Delaware, California, Utah, Ireland or any other jurisdiction
reasonably acceptable to the Collateral Agent.



     “Post Petition Interest” has the meaning specified in Section 2.08(b).



     “Receiver” means any one or more receivers and/or managers appointed by the Collateral
Agent in respect of each relevant Guarantor or over all or any part of the Irish
Collateral.



     “Secured Obligations” has the meaning specified in Section 5.02.



     “Secured Parties” means the Agent and the 2012 Banks.



     “Security Collateral” has the meaning specified in Section 5.01(a).



     “Security Interest” means any mortgage, pledge, lien, charge, assignment,
hypothecation or right in security or security interest, trust arrangement for the purpose
of providing security, retention of title arrangement or any other agreement or arrangement
having the effect of conferring security.



     “Solvent” means, with respect to any Person on a particular date, that on such date
(a) the fair value of the property of such Person is greater than the total amount of
liabilities of such Person and (b) such Person is not and will not be rendered insolvent



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as a result of the transactions contemplated by the Loan Documents.




          “Subagent” has the meaning specified in Section 5.11.




          “Subordinated Obligations” has the meaning specified in Section 2.08.




          “UCC” means the Uniform Commercial Code as in effect from time to time in the State of
New York; provided that, if perfection or the effect of perfection or non perfection or the
priority of the security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, “UCC” means the
Uniform Commercial Code as in effect from time to time in such other jurisdiction for
purposes of the provisions hereof relating to such perfection, effect of perfection or non
perfection or priority.



          8.02. Accounting Terms. All accounting terms not specifically defined herein shall be
construed in accordance with generally accepted accounting principles in the United States of
America.




          8.03. Other Definitional Provisions. In this Agreement and each other Loan Document, (a) in
the computation of periods of time from a specified date to a later specified date, (i) the word
“from” means “from and including” and (ii) the words “to” and “until” each mean “to but excluding”,
(b) references to any agreement or contract “as amended” means and shall be a reference to such
agreement or contract as amended, amended and restated, supplemented or otherwise modified from
time to time in accordance with its terms, (c) terms defined in the Credit Agreement and not
otherwise defined in this Agreement are used in this Agreement as defined in the Credit Agreement,
and unless otherwise defined in this Agreement or in the Credit Agreement, terms defined in Article
8 or 9 of the UCC are used in this Agreement as such terms are defined in such Article 8 or 9, (d)
references to “writing” include printing, typing, lithography and other means of reproducing words
in a tangible visible form, (e) the words “hereof”, “herein”, “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, (f) Section, Article, Schedule and Exhibit references
contained in this Agreement are references to Sections, Articles, Schedules and Exhibits in or to
this Agreement unless otherwise specified and (g) the term “including” shall mean “including
without limitation”.




Section 9.

GUARANTEE




          9.01. Guarantee; Limitation of Liability. a. Each Guarantor hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party to any Secured Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct
or indirect, absolute or contingent, and whether for principal, interest, premiums, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”), and agrees to pay any and all



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reasonable out-of-pocket expenses
(including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or
any other Secured Party in enforcing any rights under this Agreement or any other Loan Document.
Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all
amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan
Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.




          b. Each Guarantor, and by its acceptance of this Guarantee, the Agent and each other Secured
Party, hereby confirms that it is the intention of all such Persons that this Guarantee and the
Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent
applicable to this Guarantee and the Obligations of each Guarantor hereunder. To effectuate the
foregoing intention, the Agent, the other Secured Parties and the Guarantors hereby irrevocably
agree that the Obligations of each Guarantor under this Guarantee at any time shall be limited to
the maximum amount as will result in the Obligations of such Guarantor under this Guarantee not
constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means any
proceeding of the type referred to in Section 11.1.3 of the Credit Agreement or Title 11, U.S.
Code, or any similar foreign, federal or state law for the relief of debtors.




          c. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment
shall be required to be made to any Secured Party under this Guarantee, such Guarantor will
contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to
maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan
Documents.




          9.02. Guarantee Absolute. Each Guarantor hereby guarantees that the Guaranteed Obligations
will be paid strictly in accordance with the terms of the Loan Documents, regardless of any law,
regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or
the rights of any Secured Party with respect thereto. The Obligations of each Guarantor under or
in respect of this Guarantee are independent of the Guaranteed Obligations or any other Obligations
of any other Loan Party under or in respect of the Loan Documents, and a separate action or actions
may be brought and prosecuted against each Guarantor to enforce this Guarantee, irrespective of
whether any action is brought against any other Loan Party or whether any other Loan Party is
joined in any such action or actions. The liability of each Guarantor under this Guarantee shall
be irrevocable, absolute and unconditional irrespective of, and each Guarantor hereby irrevocably
waives any defenses (other than payment in full of the Guaranteed Obligations) it may now have or
hereafter acquire in any way relating to, any or all of the following:





     1. any lack of validity or enforceability of any Loan Document or any agreement or
instrument relating thereto;




     2. any change in the time, manner or place of payment of, or in any other term of, all
or any of the Guaranteed Obligations or any other Obligations of any other



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Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to
departure from any Loan Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any Loan Party
or any of its Subsidiaries or otherwise;





     3. any taking, exchange, release or non-perfection of any Collateral or any other
collateral, or any taking, release or amendment or waiver of, or consent to departure from,
any other guarantee, for all or any of the Guaranteed Obligations;




     4. any manner of application of Collateral or any other collateral, or proceeds
thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other
disposition of any Collateral or any other collateral for all or any of the Guaranteed
Obligations or any other Obligations of any Loan Party under the Loan Documents or any
other assets of any Loan Party or any of its Subsidiaries;




     5. any change, restructuring or termination of the organizational structure or
existence of any Loan Party or any of its Subsidiaries;




     6. any failure of any Secured Party to disclose to any Loan Party any information
relating to the business, condition (financial or otherwise), operations, performance,
properties or prospects of any other Loan Party now or hereafter known to such Secured
Party (each Guarantor hereby waiving any duty on the part of the Secured Parties to
disclose such information);




     7. the failure of any other Person to execute or deliver this Agreement, any Guarantee
Supplement or any other guarantee or agreement or the release or reduction of liability of
any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or




     8. any other circumstance (including, without limitation, any statute of limitations)
or any existence of or reliance on any representation by any Secured Party that might
otherwise constitute a defense available to, or a discharge of, any Loan Party or any other
guarantor or surety (other than payment in full of the Guaranteed Obligations).


This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any
Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of the Company
or any other Loan Party or otherwise, all as though such payment had not been made.




         9.03. Waivers and Acknowledgments. a. Each Guarantor hereby unconditionally and irrevocably
waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any
of the Guaranteed Obligations and this Guarantee and any requirement that any Secured Party
protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or
take any action against any Loan Party or any other Person or any Collateral.



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          b. Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this
Guarantee and acknowledges that this Guarantee is continuing in nature and applies to all
Guaranteed Obligations, whether existing now or in the future.




          c. Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by
reason of any claim or defense based upon an election of remedies by any Secured Party that in any
manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement,
exoneration, contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person
or any Collateral and (ii) any defense based on any right of set-off or counterclaim against or in
respect of the Obligations of such Guarantor hereunder.




          d. Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any
Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business,
condition (financial or otherwise), operations, performance, properties or prospects of any other
Loan Party or any of its Subsidiaries now or hereafter known by such Secured Party.




          e. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits
from the financing arrangements contemplated by the Loan Documents and that the waivers set forth
in Section 2.02 and this Section 2.03 are knowingly made in contemplation of such benefits.




          9.04. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to
exercise any rights that it may now have or hereafter acquire against the Company, any other
Guarantor or any other insider guarantor that arise from the existence, payment, performance or
enforcement of such Guarantor’s Obligations under or in respect of any Loan Document, including,
without limitation, any right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of any Secured Party against
the Company, any other Guarantor or any other insider guarantor or any Collateral, whether or not
such claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company, any other Guarantor or any other
insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right, while any Event of Default
has occurred and is continuing, unless and until all of the Guaranteed Obligations and all other
amounts payable under this Guarantee shall have been paid in full in cash and the 2012 Commitments
shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation
of the immediately preceding sentence at any time, while any Event of Default has occurred and is
continuing, prior to the payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Article II and termination or expiration of the 2012 Commitments, such
amount shall be received and held in trust for the benefit of the Secured Parties, shall be
segregated from other property and funds of such Guarantor and shall forthwith be paid or delivered
to the Agent in the same form as so received (with any necessary endorsement or assignment) to be
credited and applied to the Guaranteed Obligations and all other amounts payable under this
Guarantee, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to
be held as Collateral for any Guaranteed Obligations or other amounts payable under this Guarantee
thereafter arising. If




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(i) any Guarantor shall make payment to any Secured Party of all or any
part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts
payable under this Guarantee shall have been paid in full in cash, and (iii) the 2012 Commitments
shall have been terminated or expired, the Secured Parties will, at such Guarantor’s request and
expense, execute and deliver to such Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of
an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor
pursuant to this Article II.




          9.05. Continuing Guarantee. This Guarantee is a continuing guarantee and shall (a) remain in
full force and effect until payment in full in cash of the Guaranteed Obligations and all other
amounts payable under this Agreement and termination or expiration of the 2012 Commitments, or,
with respect to any Parent Holdco, the sale, transfer or other disposition of such Parent Holdco in
accordance with the terms of the Loan Documents, (b) be binding upon each Guarantor, its successors
and assigns and (c) inure to the benefit of and be enforceable by the Secured Parties and their
successors, transferees and assigns.




          9.06. Payments Free and Clear of Taxes, Etc. Section 6.4 of the Credit Agreement shall apply
to this Agreement mutatis mutandis.




          9.07. Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of
Default and (b) the making of the request referred to in Section 11.2 of the Credit Agreement to
authorize the Agent to declare the Loans due and payable pursuant to the provisions of said Section
11.2, each Secured Party and each of their respective Affiliates is hereby authorized at any time
and from time to time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Secured Party or such Affiliate to or for the credit or the
account of any Guarantor against any and all of the Obligations of such Guarantor now or hereafter
existing under the Loan Documents, irrespective of whether such Secured Party shall have made any
demand under this Agreement or any other Loan Document and although such Obligations may be
unmatured. Each Secured Party agrees promptly to notify such Guarantor after any such set-off and
application; provided, however, that the failure to give such notice shall not affect the validity
of such set-off and application. The rights of each Secured Party and their respective Affiliates
under this Section 2.07 are in addition to other rights and remedies (including, without
limitation, other rights of set off) that such Secured Party and their respective Affiliates may
have.




          9.08. Subordination. Each Guarantor hereby subordinates any and all debts, liabilities and
other Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”)
to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section
2.08:




     a. Prohibited Payments, Etc. Except during the continuance of any Event of Default
(including the commencement and continuation of any proceeding under any Bankruptcy Law relating to
any other Loan Party), each Guarantor may receive payments from any other Loan Party on account of
the Subordinated Obligations. After the occurrence and during the continuance of any Event of
Default (including the commencement and continuation of any



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proceeding under any Bankruptcy Law
relating to any other Loan Party), however, unless the Agent otherwise agrees, no Guarantor shall
demand, accept or take any action to collect any payment on account of the Subordinated
Obligations.




          b. Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy
Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be
entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest
and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or
not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such
Guarantor receives payment of any Subordinated Obligations.




          c. Turn-Over. After the occurrence and during the continuance of any Event of Default
(including the commencement and continuation of any proceeding under any Bankruptcy Law relating to
any other Loan Party), each Guarantor shall, if the Agent so requests, collect, enforce and receive
payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver
such payments to the Agent on account of the Guaranteed Obligations (including all Post Petition
Interest), together with any necessary endorsements or other instruments of transfer.




          d. Agent Authorization. After the occurrence and during the continuance of any Event
of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law
relating to any other Loan Party), the Agent is authorized and empowered (but without any
obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce,
and to submit claims in respect of, Subordinated Obligations and to apply any amounts received
thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to
require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated
Obligations and (B) to pay any amounts received on such obligations to the Agent for application to
the Guaranteed Obligations (including any and all Post Petition Interest).




Section 10.

REPRESENTATIONS AND WARRANTIES




          10.01. Representations and Warranties of each Guarantor. Each Guarantor represents and
warrants to each of the Secured Parties as follows:




      1. Such Guarantor is an entity duly organized or incorporated and validly existing
under the laws of its jurisdiction of organization or incorporation, and has the
corporation, trust or other power to own its property and carry on its business as now
being conducted and is duly qualified and in good standing, if applicable, as a foreign
corporation or other entity authorized to do business in each jurisdiction where, because
of the nature of its activities or properties, such qualification is required, except where
the failure to be so qualified or in good standing could not reasonably be expected to have
a Guarantor Material Adverse Effect.



      2. The execution and delivery by such Guarantor of this Agreement and the performance
by such Guarantor of its obligations hereunder (i) are within the corporate,



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trust or other
powers of such Guarantor, (ii) have been duly authorized by all necessary corporate, trust
or other action on the part of such Guarantor, (iii) have received all necessary approvals,
authorizations, consents, registrations, notices, exemptions and licenses (if any shall be
required) from Governmental Authorities and other Persons, except for any such approvals,
authorizations, consents, registrations, notices, exemptions or licenses non-receipt of
which could not reasonably be expected to have a Guarantor Material Adverse Effect, (iv) do
not and will not contravene or conflict with any provision of (A) law, (B) any judgment,
decree or order to which such Guarantor or any of its Subsidiaries is a party or by which
such Guarantor or any of its Subsidiaries is bound, (C) the charter, bylaws, constitutional
or other organizational documents of such Guarantor or any of its Subsidiaries, or (D) any
provision of (1) the Indenture (including, without limitation, Sections 1006, 1007, 1008
and 1009 thereof) or (2) any other agreement or instrument binding on such Guarantor or any
of its Subsidiaries, or any agreement or instrument of which such Guarantor is aware
affecting the properties of such Guarantor or any of its Subsidiaries, except with respect
to (A), (B) and (D) above, for any such contravention or conflict which could not
reasonably be expected to have a Material Adverse Effect, and (v) do not and will not
result in or require the creation or imposition of any Lien on any of such Guarantor’s or
its Subsidiaries’ properties other than the Lien in favor of the Agent for the benefit of
the Secured Parties in the Collateral granted under this Agreement and Permitted Collateral
Liens.




     3. This Agreement is the legal, valid and binding obligation of such Guarantor,
enforceable against such Guarantor in accordance with its terms, subject to bankruptcy,
insolvency, examinorship, fraudulent transfer, reorganization, moratorium and similar laws
of general applicability relating to or affecting creditors’ rights and to general equity
principles.




     4. Such Guarantor is not an “investment company” within the meaning of the Investment
Company Act of 1940, as amended, required to register thereunder, or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of 1940, as
amended.




     5. Such Guarantor maintains insurance with insurers or reinsurers of recognized
responsibility or pursuant to governmental indemnities, to such extent and against such
hazards and liabilities as is commonly maintained, or caused to be maintained, as the case
may be, by companies similarly situated. Each Pledged SPE maintains, or, in the case of
any property Owned by such Pledged SPE and leased to lessees, such Pledged SPE (or the
applicable Intermediate Lessee) has contractually required such lessees to maintain,
insurance with insurers or reinsurers of recognized responsibility or pursuant to
governmental indemnities, covering such risks and in such amounts as set forth in Schedule
4.01(f).




     6. Such Guarantor has, independently and without reliance upon any Secured Party and
based on such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and each other Loan Document to which it
is or is to be a party, and such Guarantor has established adequate means of obtaining from
each other Loan Party on a continuing basis information



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pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or
otherwise), operations, performance, properties and prospects of such other Guarantor.




     7. The Guarantors will be, as of the Collateral Value Effective Date and on each
Appraisal Date thereafter, together with their respective Subsidiaries, taken as a whole,
Solvent.




     8. Holdco I is a direct Wholly-owned Subsidiary of the Company, each Parent Holdco is
a direct Wholly-owned Subsidiary of Holdco I and each Pledged SPE and each Intermediate
Lessee is a direct Wholly-owned Subsidiary of a Parent Holdco.




     9. Each Pledged SPE Owns any Eligible Aircraft specified as being Owned by it free and
clear of all Liens other than Permitted Collateral Liens.




     10. In each case, since the date of such Person’s organization, (i) Holdco I has not
engaged in any activity other than Permitted Holdco I Activities, (ii) each Parent Holdco
has not engaged in any activity other than Permitted Parent Holdco Activities, (iii) each
Pledged SPE has not engaged in any activity other than Permitted Pledged SPE Activities,
and (iv) each Intermediate Lessee has not engaged in any activity other than Permitted
Intermediate Lessee Activities.



          10.02. Additional Representations and Warranties of the Guarantors. Each Guarantor represents
and warrants to each of the Secured Parties as follows:





     1. Such Guarantor’s exact legal name, as defined in Section 9-503(a) of the UCC, is
correctly set forth in Schedule I hereto. Such Guarantor is located (within the meaning of
Section 9-307 of the UCC) and has its chief executive office in the state or jurisdiction
set forth in Schedule I hereto. The information set forth in Schedule I hereto with
respect to such Guarantor is true and accurate in all respects. Such Guarantor has not
previously changed its name, location, chief executive office, type of organization or
incorporation, as applicable, jurisdiction of organization or incorporation, as applicable,
or organizational or incorporation identification number from those set forth in Schedule I
hereto except as disclosed in Schedule III hereto.




     2. All Security Collateral consisting of certificated securities and instruments
existing as of the date hereof (or, with respect to any other date on which this
representation is made, repeated, brought down or otherwise deemed made, existing as of
such date) has been delivered to the Agent.




     3. Such Guarantor is the legal and beneficial owner of the Collateral of such
Guarantor free and clear of any Lien, claim, option or right of others, except for the
security interest created under this Agreement or Permitted Collateral Liens. No effective
financing statement or other instrument similar in effect covering all or any part of such
Collateral or listing such Guarantor as debtor with respect to such Collateral is on file
in any recording office, except such as may have been filed in favor of the Agent relating
to the Loan Documents, or otherwise with respect to Permitted Collateral Liens.



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     4. The Pledged Equity pledged by such Guarantor hereunder has been duly authorized and
validly issued and is fully paid and non assessable. With respect to any Pledged Equity
that is an uncertificated security issued by an issuer organized under the laws of the
United States or any State thereof, such Guarantor has caused such issuer either (i) to
register the Agent as the registered owner of such security or (ii) to agree in an
authenticated record with such Guarantor and the Agent that such issuer will comply with
instructions with respect to such security originated by the Agent without further consent
of such Guarantor (and, for the avoidance of doubt, such issuer will not comply with any
such instructions originated by such Guarantor only upon the occurrence and during the
continuance of an Event of Default). If any Security Collateral issued by an issuer
organized under the laws of the United States or any State thereof is not a security
pursuant to Section 8-103 of the UCC, no Guarantor shall take any action that, under such
Section 8-103, converts such Security Collateral into a security without causing the issuer
thereof to issue to it certificates or instruments evidencing such Security Collateral,
which it shall deliver to the Agent as provided in Section 5.03. If such Guarantor is an
issuer of Pledged Equity, such Guarantor confirms that it has received notice of the
security interest granted under this Agreement.




     5. The Initial Pledged Equity pledged by such Guarantor constitutes the percentage of
the issued and outstanding Equity Interests of the issuers thereof indicated on Schedule II
hereto.




     6. All filings and other actions (including without limitation, actions necessary to
obtain control of Collateral as provided in Sections 9-104 or 9-106 of the UCC) necessary
to perfect the security interest in the Collateral of such Guarantor created under this
Agreement existing on the date hereof (or, with respect to any other date on which this
representation is made, repeated, brought down or otherwise deemed made, existing as of
such date) have been duly made or taken and are in full force and effect, or will be taken
within the required time periods as set out by applicable laws outside of the United
States, and this Agreement creates in favor of the Agent for the benefit of the Secured
Parties a valid and, together with such filings and other actions, perfected first priority
security interest in the Collateral of such Guarantor existing on the date hereof (or, with
respect to any other date on which this representation is made, repeated, brought down or
otherwise deemed made, existing as of such date), securing the payment of the Secured
Obligations, except for Permitted Collateral Liens.




     7. Except for such authorizations and approvals listed on Schedule 3.02(g) hereto,
which have been obtained and remain in full force and effect as of the date hereof, no
authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body of the United States or any State thereof (or in
the case of the Equity Interests of Initial Parent Holdco (Ireland), Ireland) or any other
third party is required for (i) the grant by such Guarantor of the security interest
granted hereunder or for the execution, delivery or performance of this Agreement by such
Guarantor, (ii) the perfection or maintenance of the security interest created hereunder
(including the first priority nature of such security interest as contemplated hereby),
except for the filing of financing and continuation statements under the UCC and certain
filings in Ireland that will be made within 21 days after the date hereof, and the actions



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required to be taken pursuant to Section 5.03 with respect to Security Collateral, which
actions have been taken and are in full force and effect in respect of Security Collateral
existing on the date hereof (or, with respect to any other date on which this
representation is made, repeated, brought down or otherwise deemed made, existing as of
such date) or (iii) the exercise by the Agent of its voting or other rights provided for in
this Agreement or the remedies in respect of the Collateral pursuant to this Agreement,
except as may be required in connection with the disposition of any portion of the Security
Collateral by laws affecting the offering and sale of securities generally or any other
applicable laws.




SECTION 11.

COVENANTS




          11.01. Covenants. Each Guarantor covenants and agrees that, so long as any part of the
Guaranteed Obligations shall remain unpaid or any 2012 Bank shall have any 2012 Commitment, such
Guarantor will perform and observe, and cause each of its Subsidiaries to perform and observe, all
of the terms, covenants and agreements set forth in the Loan Documents on its or their part to be
performed or observed or that the Company has agreed to cause such Guarantor or such Subsidiaries,
as applicable, to perform or observe, and in addition, each Guarantor agrees that:





     1. Separate Existence. Each Guarantor shall, and shall cause each of its
Subsidiaries to, maintain its existence as a separate corporation, trust or other Person
for the sole purpose of (i) in the case of each Pledged SPE, owning, leasing and disposing
of the Eligible Aircraft and activities incidental thereto and other Permitted Intermediate
Lessee Activities, (ii) in the case of each Intermediate Lessee, leasing the Eligible
Aircraft and activities incidental thereto and other Permitted Pledged SPE Activities, and
(iii) in the case of each Guarantor, holding and disposing of the assets contemplated to be
held hereunder and entering into the Loan Documents and the transactions contemplated
thereby and activities incidental thereto and, in the case of Holdco I, Permitted Holdco I
Activities. Each Guarantor shall, and shall cause each of its Subsidiaries to, maintain
certain policies and procedures relating to its separateness, including, (x) maintaining
its own books and records (other than any Guarantor, Pledged SPE or Intermediate Lessee
which is a trust) and maintaining its assets and liabilities in such a manner that it is
not difficult to segregate, identify or ascertain such assets and liabilities from those of
the Company, other Guarantors, other Pledged SPEs, other Intermediate Lessees or any other
Person, and (y) holding itself out to creditors and the public as a legal entity (other
than any trust) separate and distinct from the Company, other Guarantors, other Pledged
SPEs, other Intermediate Lessees or any other Person (except for consolidated tax returns,
financial statements and similar reports). For the avoidance of doubt, the Company (or a
Subsidiary thereof) may act as a “servicer” to any Guarantor or any Subsidiary thereof and
in such capacity may perform, or cause to be performed, leasing, administration, sale,
aircraft and equipment maintenance and related services on behalf of such Guarantor or such
Subsidiary.




     2. Limitation on Indebtedness. No Guarantor may, and may not permit any of
its Pledged SPEs or Intermediate Lessees to, incur, create, issue, assume, guarantee or
otherwise become liable for or with respect to, or become responsible for, the payment



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of, contingently or otherwise, whether present or future, any Indebtedness other than (i) in
the case of the Guarantors, Indebtedness in respect of the Guarantee hereunder, (ii) leases
and obligations to lessees, trustees and others under the leases, trust agreements and
other documents related thereto, including any Indebtedness owed to any lessee under any
such agreement or the lease with respect to maintenance contributions, redelivery condition
adjustment payments or any other obligation of any Guarantor, Pledged SPE or Intermediate
Lessee to a lessee, in each case that is incurred in accordance with Leasing Company
Practice; (iii) Indebtedness of any Guarantor, Pledged SPE or Intermediate Lessee owed to
the Company or any of its Subsidiaries; provided that, no such Indebtedness shall
be permitted unless (x) such Indebtedness has been subordinated to the Guaranteed
Obligations on the terms set forth herein or, to the extent such terms are not applicable,
on terms reasonably acceptable to the Collateral Agent, and (y) in the case of any Pledged
Debt Collateral, the Collateral Agent has a first priority perfected security interest in
such Pledged Debt Collateral, subject to Permitted Collateral Liens, and such Pledged Debt
Collateral is, or when issued, will be, evidenced by an instrument which has been delivered
and indorsed to the Collateral Agent; (iv) Indebtedness required in connection with
repossession of an Aircraft or any engine related thereto; and (v) Indebtedness in favor of
the issuer of a surety, letter of credit or similar instrument to be obtained by any
Guarantor, Pledged SPE or Intermediate Lessee in connection with the repossession or
detention of an Aircraft or other enforcement action under a lease.





     3. Permitted Activities. (i) Holdco I shall not engage in any activity other
than Permitted Holdco I Activities, (ii) each Parent Holdco shall not engage in any
activity other than Permitted Parent Holdco Activities, (iii) each Pledged SPE shall not
engage in any activity other than Permitted Pledged SPE Activities, and (iv) each
Intermediate Lessee shall not engage in any activity other than Permitted Intermediate
Lessee Activities.




     4. Equity Interests Ownership. Holdco I shall at all times remain a direct
Wholly-owned Subsidiary of the Company, each Parent Holdco shall at all times remain a
direct Wholly-owned Subsidiary of Holdco I (unless transferred in accordance with the
Credit Agreement) and each Pledged SPE and each Intermediate Lessee shall at all times
remain a direct Wholly-owned Subsidiary of a Parent Holdco, in each case subject to the
Local Requirements Exception, it being understood that Holdco I and any Parent Holdco may
sell or otherwise dispose of the Equity Interests of a Parent Holdco, a Pledged SPE, as the
case may be, in accordance with Section 9.9, Section 9.18 and Section 9.19 of the Credit
Agreement and Section 5.14 of this Agreement, and that, in connection with any permitted
sale or other disposal of the Equity Interests of any Pledged SPE, such Parent Holdco may
sell or otherwise dispose of any Intermediate Lessee leasing any Eligible Aircraft Owned by
such Pledged SPE, provided that such Intermediate Lessee is not, at the time of such sale
or other disposal, leasing any Eligible Aircraft Owned by any other Pledged SPE.




     5. No Other Subsidiaries. Holdco I shall not have any subsidiaries other than
Parent Holdcos, Pledged SPEs and Intermediate Lessees.



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     6. Insurance. Each Guarantor shall maintain insurance with insurers or
reinsurers of recognized responsibility or pursuant to governmental indemnities, to such
extent and against such hazards and liabilities as is commonly maintained, or caused to be
maintained, as the case may be, by companies similarly situated. Each Pledged SPE shall
maintain, or, in the case of any property Owned by such Pledged SPE and leased to lessees,
such Pledged SPE (or the applicable Intermediate Lessee) has contractually required such
lessees to maintain, insurance with insurers or reinsurers of recognized responsibility or
pursuant to governmental indemnities, covering such risks and in such amounts as set forth
in Schedule 4.01(f).




     7. Additional Parent Holdcos. Each Parent Holdco formed or acquired after the
date hereof shall, and each Guarantor shall cause such Parent Holdco to, execute and
deliver a Guarantee Supplement promptly upon the formation or acquisition of such Parent
Holdco. Each Parent Holdco shall deliver to the Agent updated schedules to this Agreement
promptly upon formation or acquisition by such Parent Holdco of any Pledged SPE or
Intermediate Lessee.



Section 12.

GRANT OF SECURITY INTEREST; REMEDIES




     12.01. Grant of Security Interest. Each Guarantor hereby grants to the Agent, for the ratable
benefit of the Secured Parties, a security interest in such Guarantor’s right, title and interest
in and to the following, in each case, as to each type of property described below, whether now
owned or hereafter acquired by such Guarantor, wherever located, and whether now or hereafter
existing or arising (collectively, the “Collateral”):




     1. the following (the “Security Collateral”):




     i. the Initial Pledged Equity and the certificates, if any, representing the
Initial Pledged Equity, and all dividends, distributions, return of capital, cash,
instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Initial Pledged
Equity and all subscription warrants, rights or options issued thereon or with
respect thereto;




     ii. all additional shares of stock and other Equity Interests from time to
time acquired by such Guarantor in any manner (such shares and other Equity
Interests, together with the Initial Pledged Equity, being the “Pledged Equity”),
and the certificates, if any, representing such additional shares or other Equity
Interests, and all dividends, distributions, return of capital, cash, instruments
and other property from time to time received, receivable or otherwise distributed
in respect of or in exchange for any or all of such shares or other Equity
Interests and all subscription warrants, rights or options issued thereon or with
respect thereto; and




     iii. the Pledged Debt and all instruments evidencing the Pledged Debt, and all
interest, cash, instruments and other property from time to time received,



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receivable or otherwise distributed in respect of or in exchange for any or all of
the Pledged Debt (the “Pledged Debt Collateral”).




	 	2.	 	the following (collectively, the “Account Collateral”):






     i. the Cash Collateral Accounts and in each case all funds and financial
assets from time to time deposited therein or credited thereto (including, without
limitation, all Cash Equivalents), and all certificates and instruments, if any,
from time to time representing or evidencing the Cash Collateral Account;




     ii. all promissory notes, certificates of deposit, checks and other
instruments from time to time delivered to or otherwise possessed by the Agent for
or on behalf of such Guarantor in substitution for or in addition to any or all of
the then existing Account Collateral; and




     iii. all interest, dividends, distributions, cash, instruments and other
property from time to time received, receivable or otherwise distributed in respect
of or in exchange for any or all of the then existing Account Collateral; and




     3. all proceeds of, collateral for, income and other payments now or hereafter due and
payable with respect to, and supporting obligations relating to, any and all of the
Collateral (including, without limitation, proceeds, collateral and supporting obligations
that constitute property of the types described in clauses (a) and (b) of this Section 5.01
and this clause (c)) and, to the extent not otherwise included, all (i) payments under
insurance (whether or not the Agent is the loss payee thereof), or any indemnity, warranty
or guarantee, payable by reason of loss or damage to or otherwise with respect to any of
the foregoing Collateral and (ii) cash;


provided, however, that notwithstanding any of the foregoing provisions, so long as
no Event of Default shall have occurred and be continuing, the Company and each Guarantor shall
have the right, to the exclusion of the Agent, to (i) all distributions, cash, instruments and
other property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of the Security Collateral (other than the Pledged Debt), (ii) all
interest, cash, instruments and other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the Pledged Debt, and (iii) subject to
satisfaction of the conditions for the release of such Collateral set forth in Section 5.04(b)
hereof, the Account Collateral (and once paid in accordance with such Section 5.04(b) shall be free
and clear of the Lien hereof and shall not constitute Collateral).




          12.02. Security for Obligations. In the case of each Guarantor, the grant of the security
interest set forth in Section 5.01 is made to the Agent to secure, for the ratable benefit of the
Secured Parties, payment in full in cash when due of all Obligations of such Guarantor and each
other Loan Party to any Secured Party, now or hereafter existing under this Agreement and the other
Loan Documents, whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest (including interest on such obligations accruing after, and
fees and expenses arising after, the commencement of any proceeding under Title 11 of the United
States Code or any similar proceeding under state or federal law for the dissolution,



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restructuring, reorganization, liquidation or the winding up of such Guarantor or such Loan Party,
regardless of whether such interest, fees, or expenses are allowed as a claim against such
Guarantor or such Loan Party in any such proceeding), fees, premiums, penalties, indemnifications,
contract causes of action, costs, expenses in accordance with Section 6.04(a) or otherwise. The
obligations of the Guarantors and the other Loan Parties described in this Section 5.02 are
referred to herein, collectively, as the “Secured Obligations”.




          12.03. Delivery and Control of Security Collateral.




          a. All certificates or instruments representing or evidencing Security Collateral shall be
delivered to and held by or on behalf of the Agent pursuant hereto and shall be in suitable form
for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank and undated, all in form and substance reasonably satisfactory to the Agent.
The Agent shall have the right, at any time after the occurrence and during the continuance of an
Event of Default, in its discretion and without notice to any Guarantor, to transfer to or to
register in the name of the Agent or any of its nominees any or all of the Security Collateral,
subject only to the revocable rights specified in Section 5.07(a). In addition, the Agent shall
have the right at any time after the occurrence and during the continuance of an Event of Default
to exchange certificates or instruments representing or evidencing Security Collateral for
certificates or instruments of smaller or larger denominations.




          b. With respect to any Security Collateral in which any Guarantor has any right, title or
interest and that constitutes an uncertificated security issued by an issuer organized under laws
of the Untied States or any State thereof, such Guarantor will cause the issuer thereof either (i)
to register the Agent as the registered owner of such security or (ii) to agree in an authenticated
record with such Guarantor and the Agent that such issuer will comply with instructions with
respect to such security originated by the Agent without further consent of such Guarantor (and,
for the avoidance of doubt, such issuer will not comply with any such instructions originated by
such Guarantor only upon the occurrence and during the continuance of an Event of Default), such
authenticated record to be in form and substance reasonably satisfactory to the Agent. If any
Security Collateral is not a security pursuant to Section 8-103 of the UCC, no Guarantor shall take
any action that, under such Section, converts such Security Collateral into a security without
causing the issuer thereof to issue to it certificates or instruments evidencing such Security
Collateral, which it shall deliver to the Agent as provided in this Section 5.03.




          c. With respect to any Security Collateral in which any Guarantor has any right, title or
interest and that is not a security pursuant to Section 8-103 of the UCC, upon the request of the
Agent upon the occurrence and during the continuance of an Event of Default, such Guarantor will
notify the issuer of such Security Collateral that such Security Collateral is subject to the
security interest granted hereunder.




          12.04. The Account Collateral. 1. Until payment in full in cash of the Secured Obligations and
termination or expiration of the 2012 Commitments, (A) Holdco I shall maintain the Holdco I Cash
Collateral Account and shall maintain the Holdco I DACA in full force and effect, and (B) the Agent
may, at any time and without notice to, or consent from, Holdco I


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transfer, or direct the transfer
of, funds from the Holdco I Cash Collateral Account to satisfy the Secured Obligations if an Event
of Default shall have occurred and be continuing.




          2. So long as no Event of Default shall have occurred and be continuing, if Holdco I shall
have Cash Collateralized the Secured Obligations pursuant to and in accordance with Section 13.8(a)
of the Credit Agreement and thereafter the aggregate Aircraft Value of the Eligible Aircraft Owned
by the Pledged SPEs, determined in accordance with the three Appraisal Reports by the Appraisers
most recently delivered to the Agent pursuant to Section 9.17 of the Credit Agreement, exceeds the
Required Collateral Amount (or the Minimum Required Collateral Amount if such determination is made
prior to the Collateral Value Effective Date) as set forth in a Required Collateral Determination
Certificate delivered to the Agent, the relevant depositary bank shall pay and release to Holdco I
or to Holdco I’s order or, at the request of the Company, to the Agent to be applied to the Secured
Obligations, such amount, if any, as is then on deposit in the Holdco I Cash Collateral Account as
requested, provided that, after giving effect to such payment and release, the Aggregate Collateral
Value shall not be less than the Required Collateral Amount (or the Minimum Required Collateral
Amount if such determination is made prior to the Collateral Value Effective Date), as certified by
the Company in a Required Collateral Determination Certificate delivered to the Agent.




          3. If the Company shall be required to prepay and permanently reduce Committed Loans pursuant
to Section 13.8(a)(iv)(B) of the Credit Agreement, the Agent may, not earlier than the last day
required for such prepayment and permanent reduction unless otherwise agreed by the Company, upon
notice to the Company and Holdco I, charge, set off and otherwise apply all or any part of the
amount required to be so prepaid pursuant to such Section against any funds held with respect to
the Account Collateral.




          12.05. Further Assurances.




          a. Each Guarantor agrees that from time to time it will, at its own expense, promptly execute
and deliver, or otherwise authenticate, all further instruments and documents, and take all further
action that may be necessary, or that the Agent may reasonably request and that are necessary, in
order to perfect and protect any pledge or security interest granted or purported to be granted by
such Guarantor hereunder or to enable the Agent to exercise and enforce its rights and remedies
hereunder with respect to any Collateral. Without limiting the generality of the foregoing, each
Guarantor will, promptly with respect to Collateral of such Guarantor: (i) if any such Collateral
shall be evidenced by a promissory note or other instrument, deliver and pledge to the Agent
hereunder such note or instrument duly indorsed and accompanied by duly executed instruments of
transfer or assignment, all in form reasonably satisfactory to the Agent; (ii) at the Agent’s
request, file such financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary, or as the Agent may reasonably request and that are
necessary, in order to perfect and preserve the security interest granted or purported to be
granted by such Guarantor hereunder; (iii) deliver and pledge to the Agent for benefit of the
Secured Parties certificates representing Security Collateral that constitutes certificated
securities, accompanied by undated stock or note powers executed in blank; (iv) at the Agent’s
request, take all action necessary to ensure that the Agent has control of Collateral consisting of
investment property as provided in Section 9-106 of the UCC; and (v) deliver to the Agent evidence
that all other action that the Agent may deem



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reasonably necessary in order to perfect and protect
the security interest created by such Guarantor under this Agreement has been taken.




          b. Each Guarantor hereby authorizes the Agent to file one or more financing or continuation
statements, and amendments thereto, in each case without the signature of such Guarantor. A
photocopy or other reproduction of this Agreement or any financing statement covering the
Collateral or any part thereof shall be sufficient as a financing statement where permitted by law.
Each Guarantor ratifies its authorization for the Agent to have filed such financing statements,
continuation statements or amendments filed prior to the date hereof.




          c. Each Guarantor will furnish to the Agent from time to time statements and schedules further
identifying and describing the Collateral and such other reports in connection with such Collateral
as the Agent may reasonably request, all in reasonable detail.




          12.06. Post-Closing Changes. No Guarantor will change its name, type of organization or
incorporation, as applicable, jurisdiction of organization or incorporation, as applicable,
organizational or incorporation identification number or location from those set forth in Section
3.02(a) without first giving at least 30 days’ (or such shorter period of time acceptable to Agent)
prior written notice to the Agent and taking all action reasonably required by the Agent for the
purpose of perfecting or protecting the security interest granted by this Agreement. Each
Guarantor will hold and preserve its records relating to the Collateral and will permit
representatives of the Agent at any time during normal business hours to inspect and make abstracts
from such records and other documents. If any Guarantor does not have an organizational
identification number and later obtains one, it will promptly notify the Agent of such
organizational identification number.




          12.07. Voting Rights; Dividends; Etc. 1. So long as no Event of Default shall have occurred
and be continuing:





     i. Each Guarantor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Security Collateral of such Guarantor or any
part thereof for any purpose; provided, however, that such Guarantor will not
exercise or refrain from exercising any such right if such action would constitute
a breach of a Loan Document.




     ii. Each Guarantor shall be entitled to receive and retain any and all
dividends, interest and other distributions paid in respect of the Security
Collateral of such Guarantor if and to the extent that the payment thereof is not
otherwise prohibited by the terms of the Loan Documents; provided, however, that
after an Event of Default has occurred and is continuing any and all




     (1) dividends, interest and other distributions paid or payable other
than in cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for, any
Security Collateral,




     (2) dividends and other distributions paid or payable in cash in
respect of any Security Collateral in connection with a partial or total


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liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid in surplus and




     (3) cash paid, payable or otherwise distributed in respect of
principal of, or in redemption of, or in exchange for, any Security
Collateral




shall be, and shall be forthwith delivered to the Agent to hold as, Security
Collateral and shall, if received by such Guarantor, be received in trust for the
benefit of the Agent, be segregated from the other property or funds of such
Guarantor and be forthwith delivered to the Agent as Security Collateral in the
same form as so received (with any necessary indorsement).




     iii. The Agent will execute and deliver (or cause to be executed and
delivered) to each Guarantor all such proxies and other instruments as such
Guarantor may reasonably request for the purpose of enabling such Guarantor to
exercise the voting and other rights that it is entitled to exercise pursuant to
paragraph (i) above and to receive the dividends or interest payments that it is
authorized to receive and retain pursuant to paragraph (ii) above.




2. Upon the occurrence and during the continuance of any Event of Default:




     i. All rights of each Guarantor (A) to exercise or refrain from exercising the
voting and other consensual rights that it would otherwise be entitled to exercise
pursuant to Section 5.07(a)(i) shall cease and (B) to receive the dividends,
interest and other distributions that it would otherwise be authorized to receive
and retain pursuant to Section 5.07(a)(ii) shall automatically cease, and all such
rights shall thereupon become vested in the Agent, which shall thereupon have the
sole right to exercise or refrain from exercising such voting and other consensual
rights and to receive and hold as Security Collateral such dividends, interest and
other distributions.




     ii. All dividends, interest and other distributions that are received by any
Guarantor contrary to the provisions of paragraph (i) of this Section 5.07(b) shall
be received in trust for the benefit of the Agent, shall be segregated from other
funds of such Guarantor and shall be forthwith paid over to the Agent as Security
Collateral in the same form as so received (with any necessary indorsement).



          12.08. Transfers and Other Liens; Additional Shares. 1. Each Guarantor agrees that it will
not (i) sell, assign or otherwise dispose of, or grant any option with respect to, any of the
Collateral, other than sales, assignments and other dispositions of Collateral, and options
relating to Collateral, permitted under the terms of the Credit Agreement, or (ii) create or suffer
to exist any Lien upon or with respect to any of the Collateral of such Guarantor except for the
pledge, assignment and security interest created under this Agreement and Permitted Collateral
Liens.




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     2. Each Guarantor agrees that it will (i) cause each issuer of the Pledged Equity
pledged by such Guarantor not to issue any Equity Interests or other securities in addition
to or in substitution for the Pledged Equity issued by such issuer, except to such
Guarantor, and (ii) pledge hereunder, immediately upon its acquisition (directly or
indirectly) thereof, any and all additional Equity Interests or other securities.



          12.09. Agent Appointed Attorney-in-Fact. Each Guarantor hereby irrevocably appoints the Agent
such Guarantor’s attorney-in-fact, with full authority in the place and stead of such Guarantor and
in the name of such Guarantor or otherwise, from time to time in the Agent’s discretion, after the
occurrence and during the continuance of an Event of Default, to take any action and to execute any
instrument that the Agent may deem necessary or advisable to accomplish the purposes of this
Agreement (such power being coupled with an interest), including, without limitation:





     1. to ask for, demand, collect, sue for, recover, compromise, receive and give
acquittance and receipts for moneys due and to become due under or in respect of any of the
Collateral,




     2. to receive, indorse and collect any drafts or other instruments, documents and
chattel paper, in connection with clause (a) above, and




     3. to file any claims or take any action (including any action necessary to consummate
the sale or transfer of title to any of the Collateral in accordance with the provisions of
the Loan Documents) or institute any proceedings that the Agent may deem reasonably
necessary for the collection of any of the Collateral or otherwise to enforce compliance
with the terms and conditions of any Loan Document or the rights of the Agent with respect
to any of the Collateral.



          12.10. Agent May Perform. If any Guarantor fails to perform any agreement contained herein,
the Agent may, but without any obligation to do so and without prior notice except such notice as
is reasonable to provide under the circumstances, itself perform, or cause performance of, such
agreement; and the reasonable expenses of the Agent incurred in connection therewith shall be
payable by such Guarantor under Section 7.04(a).




          12.11. The Agent’s Duties. a. The powers conferred on the Agent hereunder are solely to
protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to
exercise any such powers. Except for the safe custody of any Collateral in its possession and the
accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any
Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party
has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any Collateral. The Agent
shall be deemed to have exercised reasonable care in the custody and
preservation of any Collateral in its possession if such Collateral is accorded treatment
substantially equal to that which it accords its own property.




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          b. Anything contained herein to the contrary notwithstanding, the Agent may from time to time,
when the Agent deems it to be necessary, appoint one or more subagents (each a “Subagent”) for the
Agent hereunder with respect to all or any part of the Collateral. In the event that the Agent so
appoints any Subagent with respect to any Collateral, (i) the assignment and pledge of such
Collateral and the security interest granted in such Collateral by each Guarantor hereunder shall
be deemed for purposes of this Agreement to have been made to such Subagent, in addition to the
Agent, for the ratable benefit of the Secured Parties, as security for the Secured Obligations,
(ii) such Subagent shall automatically be vested, in addition to the Agent, with all rights,
powers, privileges, interests and remedies of the Agent hereunder with respect to such Collateral,
and (iii) the term “Agent”, when used herein in relation to any rights, powers, privileges,
interests and remedies of the Agent with respect to such Collateral, shall include such Subagent;
provided, however, that no such Subagent shall be authorized to take any action with respect to any
such Collateral unless and except to the extent expressly authorized in writing by the Agent.




          12.12. Remedies. If any Event of Default shall have occurred and be continuing:




          a. The Agent may exercise in respect of the Collateral, in addition to other rights and
remedies provided for herein or otherwise available to it, all the rights and remedies of a secured
party upon default under the UCC (whether or not the UCC applies to the affected Collateral) and
also may: (i) without notice except as specified below, sell the Collateral or any part thereof in
one or more parcels at public or private sale, at any of the Agent’s offices or elsewhere, for
cash, on credit or for future delivery, and upon such other terms as the Agent may deem
commercially reasonable; and (ii) exercise any and all rights and remedies of any of the Guarantors
under or in connection with the Collateral, or otherwise in respect of the Collateral, including,
without limitation, (A) withdraw all funds with respect to the Account Collateral and (B) those set
forth in Section 9-607 of the UCC. Each Guarantor agrees that, to the extent notice of sale shall
be required by law, at least ten days’ notice to such Guarantor of the time and place of any public
sale or the time after which any private sale is to be made shall constitute reasonable
notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice
of sale having been given. The Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.




          b. Any cash held by or on behalf of the Agent and all cash proceeds received by or on behalf
of the Agent in respect of any sale of, collection from, or other realization upon all or any part
of the Collateral may, in the discretion of the Agent, be held by the Agent as collateral for,
and/or then or at any time thereafter applied (after payment of any amounts payable to the Agent
pursuant to Section 14) in whole or in part by the Agent for the ratable benefit of the Secured
Parties against, all or any part of the Secured Obligations, in the following manner:





     i. first, paid to the Agent for any amounts then owing to it pursuant
to Section 13.5 of the Credit Agreement or otherwise under the Loan Documents; and



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     ii. second, paid to the Agent for the account of the 2012 Banks, for
any Secured Obligations then owing to them under the Loan Documents.


Any surplus of such cash or cash proceeds held by or on the behalf of the Agent and remaining after
payment in full in cash of all the Secured Obligations shall be paid over to the applicable
Guarantor or to whomsoever may be lawfully entitled to receive such surplus.




          c. All payments received by any Guarantor in respect of the Collateral shall be received in
trust for the benefit of the Agent, shall be segregated from other funds of such Guarantor and
shall be forthwith paid over to the Agent in the same form as so received (with any necessary
indorsement).




          d. The Agent may, without notice to any Guarantor except as required by law and at any time or
from time to time, charge, set off and otherwise apply all or any part of the Secured Obligations
against any funds held with respect to the Account Collateral or in any other deposit account.




          e. The Agent may send to each bank, securities intermediary or issuer party to the Holdco I
DACA, any securities account control agreement or uncertificated security control agreement a
“Notice of Exclusive Control” as defined in and under such agreement.




          12.13. Continuing Security Interest. This Article V shall create a continuing security
interest in the Collateral and shall, except as provided in Section 5.14, (a) remain in full force
and effect until the termination of the Guarantee pursuant to Section 2.05(a) and the payment in
full of the Secured Obligations in cash, (b) be binding upon each Guarantor, its successors and
assigns and (c) inure, together with the rights and remedies of the Agent hereunder, to the benefit
of the Secured Parties and their respective successors, transferees and assigns.




          12.14. Release; Termination. a. Upon any sale, transfer or other disposition of any Pledged
SPE, Intermediate Lessee or Parent Holdco in accordance with the terms of the Loan Documents, the
security interest hereof and related guaranties will be deemed to be released in respect of, and
the Agent will, at such Guarantor’s expense, execute and deliver to such Guarantor such documents
as such Guarantor shall reasonably request to evidence the release of (i) such Pledged SPE or
Intermediate Lessee from the security interest granted hereby, in the case of any sale, transfer or
other disposition of any Pledged SPE or Intermediate Lessee, or (ii) such Parent Holdco from its
obligations hereunder and from the security interest granted hereby, in the case of any sale,
transfer or other disposition of any Parent Holdco, and to the extent that (A) the Collateral
Agent’s consent is required for any deregistration of the interests in such released Collateral
from any registry or (B) the Collateral Agent is required to initiate any such deregistration, the
Collateral Agent shall, at such Guarantor’s expense, take all action reasonably requested by such
Guarantor to provide such consent or to initiate such deregistration. For the avoidance of doubt,
upon or following any sale, transfer or other disposition by any
Pledged SPE of any Eligible Aircraft strictly in accordance with the terms of the Loan
Documents, such Pledged SPE and any related Intermediate Lessee may be dissolved, liquidated or
wound up, provided that at the time of such dissolution, liquidation or winding up such Pledged SPE
shall not Own any Eligible Aircraft and, in the case of any related Intermediate




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Lessee, such
Intermediate Lessee shall not be leasing any Eligible Aircraft Owned by any other Pledged SPE.




          b. Upon payment in full in cash of the Secured Obligations and termination or expiration of
the 2012 Commitments, the pledge, assignment and security interest granted hereby shall terminate
and all rights to the Collateral shall revert to the applicable Guarantor. Upon any such
termination, the Agent will, at the applicable Guarantor’s expense, execute and deliver to such
Guarantor such documents as such Guarantor shall reasonably request to evidence such termination.




          c. If, prior to the termination of this Agreement, the Collateral Agent ceases to be the
Collateral Agent in accordance with the definition of “Collateral Agent” hereunder, all
certificates, instruments or other documents being held by the Collateral Agent at such time shall,
as soon as reasonably practicable, be delivered to the successor Collateral Agent.




          12.15. Application of Irish Law. (a) In the event that:




          (i) the laws of Ireland apply at any time to (A) the Collateral or any part thereof, or (B)
the security created by this Agreement over or with respect to the Collateral or any part thereof;
or




          (ii) the Collateral or any part thereof is at any time situated in Ireland (any Collateral
described in (i) or (ii) above being referred to as the “Irish Collateral”);




          the following provisions of this Section 5.15 shall apply.




          (b) The provisions of Chapter 2 (Powers and rights of mortgagor) and Chapter 3 (Obligations,
powers and rights of mortgagee) of Part 10 (Mortgages) of the Irish Act, subject to clauses (c),
(d), (e ), (f) and (g) below, shall apply to this Agreement notwithstanding anything to the
contrary contained in this Agreement.




          (c) The provisions of sections 96(1)(c) (Powers and rights generally), 97 (Taking possession),
99(1) (Mortgagee in possession), 101 (Applications under sections 97 and 100), 103(2) (Obligations
on selling), 106(3) (Mortgagee’s receipts), 107 (Application of proceeds of sale), 108(7)
(Appointment of receiver), 109 (Application of money received) and 110(2) (Insurance) of the Irish
Act shall not apply to this Agreement.




          (d) The restrictions and any requirements to give notice to each relevant Guarantor contained
in sections 100 (Power of sale) and 108(1) (Appointment of receiver) of the Irish Act shall not
apply to this Agreement.




          (e) Notwithstanding anything to the contrary contained in the Irish Act, the Collateral Agent
reserves the right to consolidate mortgage securities without restriction.




          (f) No Guarantor shall be entitled to take any action in respect of the Irish Collateral
pursuant to section 94 (Court order for sale) of the Irish Act.




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          (g) The Collateral Agent may, at any time and from time to time, delegate by power of attorney
or in any other manner (including, without limitation, under the hand of any officer of the
Collateral Agent) to any person or persons or company or fluctuating body of persons all or any of
the powers, authorities and discretions which are, for the time being, exercisable by the
Collateral Agent under this Agreement or under the Irish Act without the restrictions contained in
the Irish Act in relation to the Irish Collateral or any part thereof, and any such delegation may
be made upon such terms and conditions (including power to sub-delegate) and subject to such
regulations as the Collateral Agent may think fit, and the Collateral Agent shall not be in any way
liable or responsible to each relevant Guarantor for any loss or damage arising from any act,
default, omission, or misconduct on the part of any such delegate (or sub-delegate).




          (h) The restrictions on taking possession of mortgaged property contained in section 97 of the
Irish Act shall not apply to this Agreement. If an Event of Default shall have occurred and be
continuing the Collateral Agent may, without notice to each relevant Guarantor, in writing as a
deed under its Common Seal or under the hand of any officer or manager or any other nominated
person of the Collateral Agent, appoint any person to be a Receiver of all or any part of the Irish
Collateral and may, except as otherwise required by statute, remove any such Receiver and appoint
another in his place or appoint another person to act jointly with any such Receiver.




          (i) Such an appointment over part only of the Irish Collateral shall not preclude the
Collateral Agent from making any subsequent appointment of the same or another Receiver over any
part of the Irish Collateral over which an appointment has not been previously made.




          (j) Where more than one Receiver is appointed they shall have power to act severally unless
the Collateral Agent shall in the appointment specify to the contrary.




          (k) A Receiver shall be deemed at all times and for all purposes to be the agent of each
relevant Guarantor in respect of which he is appointed and each relevant Guarantor shall be solely
responsible for his acts or defaults and for the payment of his remuneration and the Receiver shall
at no time act as agent for the Collateral Agent.




          (l) Neither the Collateral Agent nor any Receiver shall be liable to account as a mortgagee in
possession in respect of all or any part of the Irish Collateral or be liable for any loss upon
realisation or for any neglect or default of any nature whatsoever in connection with all or any
part of the Irish Collateral to which a mortgagee in possession might as such be liable.




          (m) A Receiver shall have all the powers conferred from time to time on receivers by statute
and in the case of the powers and rights conferred by the Irish Act without the restrictions
contained in the Irish Act and, in addition, power on behalf and at the cost of each relevant
Guarantor (notwithstanding liquidation of each relevant Guarantor) to do or omit to do anything
which each relevant Guarantor could do or omit to do in relation to the Irish Collateral
or any part thereof and in particular (but without limitation) a Receiver shall have the power
to do all or any of the following:




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          (i) possession: to take possession of, collect and get in the property in respect of
which he is appointed or any part thereof;




          (ii) manage: to carry on or manage or develop or diversify or concur in carrying on
or managing or developing or diversifying the business of each relevant Guarantor;




          (iii) compromise: to settle, adjust, submit to arbitration, compromise and arrange
any claims, accounts, disputes, questions, demands, with or by any person who is or claims to be a
creditor of each relevant Guarantor relating in any way to the Irish Collateral which he or the
Collateral Agent may reasonably think expedient;




          (iv) employees, etc: to appoint, hire and employ officers, employees, contractors,
agents and advisors of all kinds and to discharge any such persons and any such persons appointed,
hired or employed by each relevant Guarantor;




          (v) redemption of Security Interests: to redeem any Security Interest (whether or not
having priority to the security hereby created) over the Irish Collateral and to settle the
accounts of encumbrances;




          (vi) take an indemnity: to take any indemnity from each relevant Guarantor from and
against all actions, claims, expenses, demands and liabilities whether arising out of contract or
out of tort or in any other way incurred by him or by any manger, agent, officer, servant or
workman for whose debt, default or miscarriage he may be answerable for anything done or omitted to
be done in the exercise or purported exercise of his powers under this Agreement or under any
appointment duly made under the provisions of this paragraph and if he thinks fit but without
prejudice to the foregoing to effect with any insurance company or office or underwriters any
policy or policies of insurance either in lieu or satisfaction of or in addition to such indemnity
from each relevant Guarantor;




          (vii) sell: to sell, exchange, convert into money and realise all or any part of the
Irish Collateral by public auction or private contract and generally in such manner and on such
terms and conditions as he shall think proper. (The consideration for any such transaction may
consist of cash, debenture or other obligations, shares, stock or valuable consideration and any
such consideration may be payable in a lump sum or by instalments spread over such period as he
thinks fit);




          (viii) borrow money: to raise and borrow money either unsecured or on the security of
any Irish Collateral either in priority to the security constituted by this Agreement or otherwise
and generally on any terms and for whatever purpose which he thinks fit. (No person lending that
money is concerned to enquire as to the propriety or purpose of the exercise of that power or to
check the application of any money so raised or borrowed).




          (ix) legal actions: to bring, prosecute, enforce, defend, and abandon all actions,
suits and proceedings in relation to any Irish Collateral which may seem to him to be expedient;




          (x) receipts: to give valid receipts for all monies and execute all assurances and
things which may be proper or desirable for realising the Irish Collateral;




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          (xi) use the name of each relevant Guarantor: to use the name of each relevant
Guarantor for all or any of the purposes aforesaid and in any legal proceedings with full power to
convey any property sold in the name of each relevant Guarantor for all of which purposes each
relevant Guarantor hereby irrevocably and by way of security appoints every such Receiver to be its
attorney; and




          (xii) other powers: to do all such other acts or things as he may consider to be
incidental or conducive to any of the matters or powers aforesaid and to exercise in relation to
the Irish Collateral or any of them all such powers, authorities and things as he would be capable
of exercising if he were the absolute beneficial owner of the same.




          (n) Section 108(7) of the Irish Act shall not apply to the commission and/or remuneration of a
Receiver appointed pursuant to this Agreement. A Receiver shall be entitled to remuneration at a
rate to be fixed by agreement between him and the Collateral Agent (or, failing such agreement, to
be fixed by the Collateral Agent).




Section 13.

MISCELLANEOUS




          13.01. Amendments, Waivers, Supplements, Etc.




          a. Unless otherwise specifically provided for herein, no amendment, supplement, modification
or waiver of any provision of this Agreement, and no consent to any departure by any Guarantor
therefrom, shall in any event be effective unless the same shall be in writing and signed by each
Guarantor, the Agent and the Required Secured Parties, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which it is given;
provided that, in addition to the consent of each Guarantor, and the appropriate Secured Parties,
the Agent’s prior written consent shall be required in connection with any amendment, supplement,
modification, waiver or consent subjecting the Agent to any increased or additional duties or
obligations hereunder or in connection therewith; and provided further that no amendment,
supplement, modification, waiver or consent shall do any of the following without the consent of
all the Secured Parties: (i) except as expressly permitted under the Loan Documents, including
Section 5.14 hereof, reduce or limit the obligations of any Guarantor hereunder, release any
Guarantor hereunder or otherwise limit any Guarantor’s liability with respect to the Obligations
owing to the Secured Parties under or in respect of the Loan Documents, (ii) except as expressly
permitted under the Loan Documents, release all or substantially all of the Collateral, (iii)
change the percentage of (A) the 2012 Commitments or (B) the aggregate unpaid principal amount of
the 2012 Committed Loans that, in each case shall be required for the Secured Parties or any of
them to take any action hereunder, (iv) amend in any manner any provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of all Secured Parties, or (v) amend
this Section 6.01(a).




          b. This Agreement, together with the other Loan Documents, contains a final and complete
integration of all prior expressions by the parties hereto with respect to the subject
matter hereof and shall constitute the entire agreement among the parties hereto with respect
to the subject matter hereof, superseding all prior oral or written understandings.




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          c. Anything herein to the contrary notwithstanding, the Guarantors and the Agent may, without
the consent of any of the 2012 Banks, amend this Agreement or any instrument or document delivered
pursuant hereto to cure any ambiguity, defect or inconsistency therein or otherwise to implement
technical, ministerial or administrative changes.




          d. Upon the execution and delivery by any Person of a guarantee supplement in substantially
the form of Exhibit A hereto (each, a “Guarantee Supplement”), (i) such Parent Holdco shall be
referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each
reference in this Agreement or in any other Loan Document to a “Guarantor” shall also mean and be a
reference to such Additional Guarantor, and (ii) each reference herein to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to this Agreement, and each reference in
any other Loan Document to the “Security and Guarantee Agreement”, “thereunder”, “thereof” or words
of like import referring to this Agreement, shall mean and be a reference to this Agreement as
supplemented by such Guarantee Supplement.




          e.
i. Upon any sale, transfer or other disposition of any Parent Holdco, Intermediate Lessee
or Pledged SPE in accordance with the terms of the Loan Documents, or the formation or acquisition
of any Parent Holdco, Pledged SPE or Intermediate Lessee, Schedule II hereof shall be deemed
amended to reflect the removal or addition, as the case may be, the Equity Interests of such Parent
Holdco, Pledged SPE or Intermediate Lessee, and the Guarantor that owned or now owns such Equity
Interests shall, promptly following such sale, transfer or other disposition or such formation or
acquisition, deliver to the Collateral Agent a Collateral Supplement reflecting such removal or
addition.





          ii. Upon any formation or acquisition of any Parent Holdco, Pledged SPE or Intermediate
Lessee organized under the laws of Ireland, Holdco I or the Parent Holdco holding the Equity
Interests in such Pledged SPE or Intermediate Lessee, as the case may be, shall promptly, in
addition to delivering to the Collateral Agent the revised Schedule II in accordance with
clause (i) above, promptly enter into an Irish law Share Charge, in form and substance
reasonably satisfactory to the Collateral Agent, in respect of such Equity Interests and
promptly cause such Share Charge to be filed with the Irish Companies Registration Office
and the Irish Revenue Commissioners and in each case shall provide evidence of such filings
reasonably satisfactory to the Collateral Agent.



          13.02. Notices, Etc.




          a. All notices and other communications provided for hereunder shall, unless otherwise stated
herein, be either in writing (including by facsimile) and delivered by nationally recognized
courier service, telefax or otherwise, or sent by electronic mail, confirmed immediately in writing
(including by facsimile), (i) if to any Guarantor, addressed to it in care of the Company at the
Company’s address specified on Schedule III to the Credit Agreement, (ii) if to the Agent, at its
address specified on Schedule III to the Credit Agreement, or (iii) as to any party, at such other
address as shall be designated by such party in a written notice to each other party.




          b. All such notices and communications shall, when faxed, sent by electronic mail or otherwise
delivered, be effective when faxed (as confirmed by generation of a




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confirmation report), when sent
by electronic mail and confirmed in writing (including by facsimile), or when otherwise delivered
(as confirmed by a signed receipt), respectively, or, if faxed, sent by electronic mail or
otherwise delivered on any day other than a Business Day, on the next succeeding Business Day.




          13.03. No Waiver; Remedies Cumulative.




          a. No failure on the part of the Agent or any Secured Party to exercise, and no delay in
exercising, any right hereunder or under any Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right preclude any other or further exercise
thereof or the exercise of any other right.




          b. No right or remedy herein or in any other Loan Document conferred upon or reserved to the
Agent or any other Secured Party is intended to be exclusive of any other right or remedy, and
every such right or remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder, under any Loan Document or now or hereafter existing
at law, in equity or otherwise, and each and every right, power and remedy, whether specifically
herein given or otherwise existing, may be exercised from time to time and as often and in such
order as may be deemed expedient by the party exercising such right, power or remedy, and the
exercise or the beginning of the exercise of any right or power or remedy shall not be construed to
be a waiver of the right to exercise at the same time or thereafter any other right, power or
remedy.




          13.04. Indemnification.




          a. Without limitation on any other Obligations of any Guarantor or remedies of the Secured
Parties under this Agreement, each Guarantor shall, to the fullest extent permitted by law,
indemnify, defend and save and hold harmless each Secured Party and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”)
from and against, and shall pay on demand, any and all claims, damages, losses, liabilities
(including any brokers’, finders’, intermediaries’ or similar fees or commissions) and expenses
(including fees and expenses of counsel) of any kind or nature whatsoever, imposed on, incurred by,
or asserted or awarded against any Indemnified Party, in each case in any manner relating to,
arising out of or in connection with or by reason of (including in connection with any
investigation, litigation or proceeding or the preparation of a defense in connection therewith),
(i) this Agreement or any of the transactions contemplated hereby (including, without limitation,
enforcement of this Agreement), or (ii) any failure of any Guaranteed Obligations to be the legal,
valid an binding obligations of any Guarantor enforceable against such Guarantor in accordance with
their terms, except in the case of clause (i) to the extent such claim, damage, loss, liability or
expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an
investigation, litigation or other proceeding to which the indemnity in this Section 6.04(a)
applies (or the preparation of a defense in connection therewith), such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought by any Guarantor,
its directors, shareholders or creditors, any
Indemnified Party or any other Person, and whether or not any Indemnified Party is otherwise a
party thereto. Each Guarantor also agrees not to assert any claim against any Indemnified Party,




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on any theory of liability, for special, indirect, consequential or punitive damages arising out of
or otherwise relating to the Loan Documents or any of the transactions contemplated thereby.




          b. Each Guarantor shall defend the Collateral of such Guarantor against all claims and demands
of all Persons (other than Permitted Collateral Liens) at any time claiming any interest therein
that is, or in a manner which is, adverse to any Secured Party.




          c. Without prejudice to the survival of any other agreement of any Guarantor hereunder or
under any other Loan Document, the agreements and obligations of the parties contained in Sections
2.01(a) (with respect to enforcement expenses), 2.02, 2.06, this Section 6.04 and Section 6.12
shall survive the payment in full of the Guaranteed Obligations and all other amounts payable under
this Agreement, or any termination of this Agreement.




          13.05. Collateral Agent. Each 2012 Bank hereby authorizes the Agent to act on its behalf upon
and subject to the terms set forth in Section 12 of the Credit Agreement which Section 12 is hereby
incorporated herein in its entirety mutatis mutandis.




          13.06. Assignments; Binding Effect. Any Secured Party may assign or otherwise transfer all or
any portion of its rights and obligations under the Credit Agreement (including, without
limitation, all or any portion of its 2012 Commitment, the 2012 Committed Loans owing to it and any
2012 Committed Note held by it) to any other Person in accordance with the Credit Agreement, and
such other Person shall thereupon become vested with all the benefits in respect thereof granted to
such Secured Party herein or otherwise, in each case as and to the extent provided in Section 13.4
of the Credit Agreement. No Guarantor shall have the right to assign any of its rights or
obligations hereunder or any interest herein without the prior written consent of the Secured
Parties, and any assignment or purported assignment by any Guarantor in violation of this Section
6.06 shall be void ab initio. This Agreement shall become effective when it shall have been
executed by the Guarantors and thereafter be binding upon and inure to the benefit of each of the
parties hereto, and their respective successors and permitted assigns.




          13.07. Execution in Counterparts; Severability. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier or by email transmission of a scanned “.pdf” document shall be effective as delivery of
a manually executed counterpart of this Agreement. If any provision set forth in this Agreement
shall be deemed invalid, illegal or unenforceable, the validity, legality, and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.




          13.08. Governing Law. This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York.




          13.09. Jurisdiction; Etc.




          a. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the non-exclusive jurisdiction of any New York State or federal court of the
United States of America sitting in New York County, and any appellate court from




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any thereof, in
any action or proceeding arising out of or relating to this Agreement or the other Loan Documents,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.




          b. Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
the other Loan Documents in any New York State or Federal court of the United States of America
sitting in New York County. Each of the parties hereto hereby irrevocably waives, to the fullest
extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.




          c. Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 6.02. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.




          13.10. Table of Contents, Headings, Etc.. The Table of Contents and headings of the Articles
and Sections of this Agreement have been inserted for convenience of reference only, are not to be
considered a part hereof and shall in no way modify or restrict any of the terms and provisions
hereof.




          13.11. Non-Invasive Provisions. a. Notwithstanding any other provision of the Loan
Documents, the Collateral Agent agrees that, so long as no Event of Default shall have occurred and
be continuing, not to take any action or cause to be taken any action, or permit any person
claiming by, through or on behalf of it to take any action or cause any action, that would
interfere with the possession, use, operation and quiet enjoyment of and other rights with respect
to any Aircraft or other property relating thereto and all rents, revenues, profits and income
therefrom, including, the right to enforce manufacturers’ warranties, the right to apply or obtain
insurance proceeds for damage to the Aircraft to the repair of the Aircraft and the right to engage
in pooling, leasing and similar actions, in each case in accordance with the terms of this
Agreement.




          b. Notwithstanding any other provision of the Loan Documents, the Collateral Agent agrees
that, so long as no “Event of Default” (or similar term) under a Lease (as defined in such Lease)
shall have occurred and be continuing, not to take any action or cause to be taken any action, or
permit any person claiming by, through or on behalf of it to take any action or cause any action,
that would interfere with the possession, use, operation and quiet enjoyment of and other rights of
the Lessee with respect to any Aircraft or other property relating
thereto and all rents, revenues, profits and income therefrom, including, the right to enforce
manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to the
Aircraft to the repair of the Aircraft and the right to engage in pooling, leasing and similar
actions, in each case in accordance with the terms of such Lease.




ILFC — Security and Guarantee Agreement






35









 








          13.12. Limited Liability. (a) In the event that the direct or indirect assets of a Guarantor
are insufficient, after payment of all other claims, if any, ranking in priority to the claims of
the Collateral Agent or any Secured Party hereunder, to pay in full such claims of the Collateral
Agent or such Secured Party (as the case may be), then the Collateral Agent or the Secured Party
shall have no further claim against such Guarantor in respect of any such unpaid amounts;
provided that the foregoing limitation on recourse shall in no way limit the right of any
Secured Party to enforce the obligations of Company.




          (b) No recourse under any Loan Document shall be had against, and no personal liability shall
attach to, any officer, employee, director, Affiliate or shareholder (other than any Affiliate or
shareholder that is a Loan Party) of the Agent or any Secured Party or Holdco I or any Parent
Holdco or any Pledged SPE or any Intermediate Lessee, as such, by the enforcement of any assessment
or by any legal or equitable proceeding, by virtue of any statute or otherwise in respect of any of
the Loan Documents, it being expressly agreed and understood that each Loan Document is solely a
corporate obligation of the Agent and the Secured Parties, Holdco I, the Parent Holdcos, the
Pledged SPEs, the Intermediate Lessees and that any and all personal liability, either at common
law or in equity, or by statute or constitution, of every such officer, employee, director,
Affiliate or shareholder (other than any Affiliate or shareholder that is a Loan Party) for
breaches by any such party of any obligations under any Loan Document is hereby expressly waived.




          (c) The guarantees, obligations, liabilities and undertakings granted by any Guarantor,
Pledged SPE or Intermediate Lessee organized under the laws of France under this Agreement and the
other Loan Documents shall, for each relevant financial year, be, in any and all cases, strictly
limited to 90% of the annual net margin generated by such Guarantor, Pledged SPE or Intermediate
Lessee in connection with back-to-back leasing activities between it and any other Guarantor,
Pledged SPE or Intermediate Lessee with respect to the lease of Eligible Aircraft.




          13.13. USA Patriot Act. Each Secured Party hereby notifies each Guarantor that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the “Act”), it is required to obtain, verify and record information that identifies such
Guarantor, which information includes the name and address of such Guarantor and other information
that will allow such Secured Party to identify such Guarantor in accordance with the Act.




          13.14. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR
OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THE
LOANS OR THE ACTIONS OF ANY PERSON IN
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




[SIGNATURE PAGES FOLLOW]




ILFC — Security and Guarantee Agreement







36









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective Authorized Officers as of the date first above written.




	 	 	 	 	 
	 	FLYING FORTRESS INC.,

as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC — Security and Guarantee Agreement





[Signature Page]









 








	 	 	 	 	 
	 	FLYING FORTRESS US LEASING INC.,

as a Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC — Security and Guarantee Agreement






[Signature Page]









 








	 	 	 	 	 
	 	SIGNED AND DELIVERED AS A DEED for and 

on behalf of:







FLYING FORTRESS IRELAND LEASING 

LIMITED

as a Guarantor







By its lawfully appointed attorney:

 	 
	 	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	In the presence of:

 	 
	 	 	 
	 	 	 	 
	 	 	 	 
	 



ILFC — Security and Guarantee Agreement






[Signature Page]









 








	 	 	 	 	 
	 	CITICORP USA, INC.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC — Security and Guarantee Agreement







[Signature Page]









 








Schedule I




to the




Security and Guarantee Agreement





     LOCATION,
CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
 JURISDICTION OF ORGANIZATION AND
ORGANIZATIONAL IDENTIFICATION NUMBER



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Chief Executive	 	Type of	 	Jurisdiction of	 	Organizational/
	 	 	 	 	 	 	 	 	Office/Registered	 	Organization/	 	Organization/	 	Incorporation
	Guarantor	 	Location	 	Office	 	Incorporation	 	Incorporation	 	I.D. No.





ILFC — Security and Guarantee Agreement







I-1









 








Schedule II




to the




Security and Guarantee Agreement




PLEDGED EQUITY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	Type or	 	 	 	 	 	 	 	 	 	 	 	 	 	of
	 	 	 	 	 	 	 	 	Class of	 	 	 	 	 	 	 	 	 	Number	 	Outstanding
	 	 	 	 	 	 	 	 	Equity	 	Par	 	Certificate	 	of Equity	 	Equity
	Guarantor	 	Issuer	 	Interest	 	Value	 	No(s)	 	Interests	 	Interests





ILFC — Security and Guarantee Agreement





II-1











 





Schedule III

to the

Security and Guarantee Agreement




CHANGES IN NAME, LOCATION, ETC.




	 	 	 	 	 

	1.	 	Changes in the Guarantor’s Name (including new Guarantor with a new name and names associated with all predecessors in interest of the Guarantor):
	 
	 	 	 	 
	 

	 	Guarantor
	 	Changes
	 

	 	 
	 	 
	 
	 	 	 	 
	2.	 	Changes in the Guarantor’s Location:
	 
	 	 	 	 
	 

	 	Guarantor
	 	Changes
	 

	 	 
	 	 
	 
	 	 	 	 
	3.	 	Changes in the Guarantor’s Chief Executive Office or Registered Office:
	 
	 	 	 	 
	 

	 	Guarantor
	 	Changes
	 

	 	 
	 	 
	 
	 	 	 	 
	4.	 	Changes in the Type of Organization or Incorporation:
	 
	 	 	 	 
	 

	 	Guarantor
	 	Changes
	 

	 	 
	 	 
	 
	 	 	 	 
	5.	 	Changes in the Jurisdiction of Organization or Incorporation:
	 
	 	 	 	 
	 

	 	Guarantor
	 	Changes
	 

	 	 
	 	 
	 
	 	 	 	 
	6.	 	Changes in the Organizational or Incorporation Identification Number:
	 
	 	 	 	 
	 

	 	Guarantor
	 	Changes
	 

	 	 
	 	 





ILFC Security and Guarantee Agreement




III-1









 






Schedule 3.02(g)

to the

Security and Guarantee Agreement




AUTHORIZATIONS AND APPROVALS




ILFC Security and Guarantee Agreement







3.02(g)-1









 








Schedule 4.01(f)

to the

Security and Guarantee Agreement




INSURANCE




ILFC Security and Guarantee Agreement








4.01(f)-1









 








Exhibit A

to the

Security and Guarantee Agreement




FORM OF GUARANTEE SUPPLEMENT




                     __, ____




Citicorp USA, Inc., as Collateral Agent

[Address of Collateral Agent]



Attention:                                         




Credit Agreement dated as of October 13, 2006 (as amended as of April 16, 2010,

and as further amended, supplemented or otherwise modified from time to time, the “Credit

Agreement”), among International Lease Finance Corporation, a California corporation, the Banks

party thereto, and Citicorp USA, Inc., as administrative agent for the Banks



Ladies and Gentlemen:




          Reference is made to the above-captioned Credit Agreement and to the Security and Guarantee
Agreement referred to therein (such Security and Guarantee Agreement, as in effect on the date
hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time,
together with this Guarantee Supplement, being the “Security and Guarantee Agreement”).
The capitalized terms defined in the Security and Guarantee Agreement or in the Credit Agreement
and not otherwise defined herein are used herein as therein defined.




          Section 1. Guarantee; Limitation of Liability. (a) The undersigned hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled
maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all
Obligations of each other Loan Party to any Secured Party now or hereafter existing under or in
respect of the Loan Documents (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct
or indirect, absolute or contingent, and whether for principal, interest, premium, fees,
indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the
“Guaranteed Obligations”), and agrees to pay any and all reasonable out-of-pocket expenses
(including, without limitation, reasonable fees and expenses of counsel) incurred by the Agent or
any other Secured Party in enforcing any rights under this Guarantee Supplement, the Security and
Guarantee Agreement or any other Loan Document. Without limiting the generality of the foregoing,
the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of
the Loan Documents but for the fact that they are unenforceable or not allowable due to the
existence of a bankruptcy, reorganization or similar proceeding involving such other Loan
Party.




ILFC Security and Guarantee Agreement






A-1









 








          (b) The undersigned, and by its acceptance of this Guarantee Supplement, the Agent and each
other Secured Party, hereby confirms that it is the intention of all such Persons that this
Guarantee Supplement, the Security and Guarantee Agreement and the Obligations of the undersigned
hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any
similar foreign, federal or state law to the extent applicable to this Guarantee Supplement, the
Security and Guarantee Agreement and the Obligations of the undersigned hereunder and thereunder.
To effectuate the foregoing intention, the Agent, the other Secured Parties and the undersigned
hereby irrevocably agree that the Obligations of the undersigned under this Guarantee Supplement
and the Security and Guarantee Agreement at any time shall be limited to the maximum amount as will
result in the Obligations of the undersigned under this Guarantee Supplement and the Security and
Guarantee Agreement not constituting a fraudulent transfer or conveyance.




          (c) The undersigned hereby unconditionally and irrevocably agrees that in the event any
payment shall be required to be made to any Secured Party under this Guarantee Supplement, the
Security and Guarantee Agreement or any other guarantee, the undersigned will contribute, to the
maximum extent permitted by applicable law, such amounts to each other Guarantor and each other
guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of
the Loan Documents.




          Section 2. Obligations Under the Guarantee. The undersigned hereby agrees, as of the
date first above written, to be bound as a Guarantor by all of the terms and conditions of the
Security and Guarantee Agreement to the same extent as each of the other Guarantors thereunder.
The undersigned further agrees, as of the date first above written, that each reference in the
Security and Guarantee Agreement to an “Additional Guarantor” or a “Guarantor” shall also mean and
be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor”
or a “Loan Party” shall also mean and be a reference to the undersigned.




          Section 3. Representations and Warranties. The undersigned hereby makes each
representation and warranty set forth in Section 3.01 and 3.02 of the Security and Guarantee
Agreement (as supplemented by the attached supplemental schedules) to the same extent as each other
Guarantor.




          Section 4. Grant of Security. The undersigned hereby grants to the Collateral Agent, for
the ratable benefit of the Secured Parties, a security interest in, all of its right, title and
interest in and to all of the Collateral of the undersigned, whether now owned or hereafter
acquired by the undersigned, wherever located and whether now or hereafter existing or arising,
including, without limitation, the property and assets of the undersigned set forth on the attached
supplemental schedules to the Schedules to the Security and Guarantee Agreement.




          Section 5. Security for Obligations. The grant of a security interest in the Collateral
by the undersigned under this Guarantor Supplement and the Security and Guarantee Agreement secures
the payment in full in cash when due of all Obligations of the undersigned and each other Loan
Party to any Secured Party, now or hereafter existing under or in respect of the Security and
Guarantee Agreement and the other Loan Documents, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest




ILFC Security and Guarantee Agreement





A-2









 







(including interest on such obligations accruing after, and fees and expenses arising
after, the commencement of any proceeding under Title 11 of the United States Code or any similar
proceeding under state or federal law for the dissolution, restructuring, reorganization,
liquidation or the winding up of the undersigned or such Loan Party, regardless of whether such
interest, fees, or expenses are allowed as a claim against the undersigned or such Loan Party in
any such proceeding), fees, premiums, penalties, indemnifications, contract causes of action,
costs, expenses in accordance with Section 6.04(a) of the Security and Guarantee Agreement or
otherwise. Without limiting the generality of the foregoing, this Guarantor Supplement and the
Security and Guarantee Agreement secures the payment of all amounts that constitute part of the
Secured Obligations and that would be owed by the undersigned to any Secured Party under the Loan
Documents but for the fact that such Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving a Loan Party.




          Section 6. Supplements to Pledge Agreement Schedules. The undersigned has attached
hereto supplemental Schedules I through III to Schedules I through III, respectively, to the
Security and Guarantee Agreement, and the undersigned hereby certifies, as of the date first above
written, that such supplemental schedules have been prepared by the undersigned in substantially
the form of the equivalent Schedules to the Security and Guarantee Agreement and are complete and
correct.




          Section 7. Delivery by Telecopier. Delivery of an executed counterpart of a signature
page to this Guarantee Supplement by telecopier or by email transmission of a scanned “.pdf”
document shall be effective as delivery of an original executed counterpart of this Guarantee
Supplement.




          Section 8. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guarantee
Supplement shall be governed by, and construed in accordance with, the laws of the State of New
York.




          (b) The undersigned hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or any federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Guarantee Supplement, the Security and
Guarantee Agreement or any of the other Loan Documents to which it is or is to be a party, or for
recognition or enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law, in such federal
court. The undersigned agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Guarantee Supplement or the Security and Guarantee
Agreement or any other Loan Document shall affect any right that any party may otherwise have to
bring any action or proceeding relating to this Guarantee Supplement, the Security and Guarantee
Agreement or any of the other Loan Documents to which it is or is to be a party in the courts of
any other jurisdiction.




ILFC Security and Guarantee Agreement





A-3









 








          (c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection that it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Guarantee Supplement,
the Security and Guarantee Agreement or any of the other Loan Documents to which it is or is to be
a party in any New York State or federal court. The undersigned hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such
suit, action or proceeding in any such court.




          (d) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS, THE 2012 COMMITTED LOANS OR THE ACTIONS OF ANY SECURED PARTY
IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.




	 	 	 	 	 
	 	Very truly yours,







[NAME OF ADDITIONAL GUARANTOR]1

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Conform signature block as appropriate for Irish or other non-U.S. entities.



ILFC – Security and Guarantee Agreement




A-4












 





Schedule I

to the

Guarantor Supplement




     LOCATION,
CHIEF EXECUTIVE OFFICE, TYPE OF ORGANIZATION,
 JURISDICTION OF ORGANIZATION AND
ORGANIZATIONAL IDENTIFICATION NUMBER




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Chief Executive	 	Type of	 	Jurisdiction of	 	Organizational/
	 	 	 	 	 	 	 	 	Office/Registered	 	Organization/	 	Organization/	 	Incorporation
	Guarantor	 	Location	 	Office	 	Incorporation	 	Incorporation	 	I.D. No.





ILFC — Security and Guarantee Agreement




A-5









 





Schedule II

to the

Guarantor Supplement




PLEDGED EQUITY




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Number	 	of
	 	 	 	 	 	 	 	 	Class of Equity	 	Par	 	Certificate	 	of Equity	 	Outstanding
	Guarantor	 	Issuer	 	Interest	 	Value	 	No(s)	 	Interests	 	Equity Interests





ILFC — Security and Guarantee Agreement




A-6









 





Schedule III

to the

Guarantor Supplement




CHANGES IN NAME, LOCATION, ETC.





	7.	 	Changes in the Guarantor’s Name (including new Guarantor with a new name and names associated
with all predecessors in interest of the Guarantor):





	 	 	 	 	 	 
	 	Guarantor	 	Changes






	8.	 	Changes in the Guarantor’s Location:






	 	 	 	 	 	 
	 	Guarantor	 	Changes






	9.	 	Changes in the Guarantor’s Chief Executive Office or Registered Office:





	 	 	 	 	 	 
	 	Guarantor	 	Changes






	10.	 	Changes in the Type of Organization or Incorporation:





	 	 	 	 	 	 
	 	Guarantor	 	Changes






	11.	 	Changes in the Jurisdiction of Organization or Incorporation:





	 	 	 	 	 	 
	 	Guarantor	 	Changes






	12.	 	Changes in the Organizational or Incorporation Identification Number:





	 	 	 	 	 	 
	 	Guarantor	 	Changes





ILFC — Security and Guarantee Agreement




A-7









 





Exhibit B

to the

Security and Guarantee Agreement




FORM OF COLLATERAL SUPPLEMENT




_________ __, ____




Citicorp USA, Inc., as Collateral Agent

[Address of Collateral Agent]




Attention:                     




Ladies and Gentlemen:



          Reference is made to the Security and Guarantee Agreement, dated as of April 16, 2010 (as
amended, supplemented or otherwise modified from time to time, the “Security and Guarantee
Agreement”), among Flying Fortress Inc., a California corporation, Flying Fortress US Leasing
Inc., a California corporation, Flying Fortress Ireland Leasing Ireland Limited, a private limited
liability company incorporated under the laws of Ireland, the Additional Guarantors referred to
therein, and Citicorp USA, Inc., as collateral agent. This Collateral Supplement is being
delivered pursuant to Section 6.01(e)(i) of the Security and Guarantee Agreement. The capitalized
terms defined in the Security and Guarantee Agreement and not otherwise defined herein are used
herein as therein defined.


          The undersigned has attached hereto a supplemental Schedule II to Schedule II to the Security
and Guarantee Agreement, and the undersigned hereby certifies, as of the date first above written,
that (a) such supplemental Schedule II has been prepared by the undersigned in substantially the
form of Schedule II to the Security and Guarantee Agreement and is complete and correct, and (b) in
accordance with the terms of the Loan Documents, it has [sold, transferred or otherwise disposed
of] / [formed or acquired] the Equity Interests in the [Parent Holdco / Pledged SPE / Intermediate
Lessee] described on such attached supplemental Schedule II.


          [The undersigned hereby confirms that the property included in the attached Schedule II
constitutes part of the Collateral and hereby makes each representation and warranty set forth in
Section 3.02 of the Security and Guarantee Agreement (as supplemented by the attached Schedule
II).]2


          This Collateral Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.





 




			
	2	 	Insert if Collateral Supplement is being
delivered in connection with the formation or acquisition of a Parent Holdco,
Pledged SPE or Intermediate Lessee.





ILFC — Security and Guarantee Agreement




B-1









 





	 	 	 	 	 
	 	



Very truly yours,







[NAME OF GUARANTOR]3

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	3	 	Conform signature block as appropriate for
Irish or other non-U.S. entities.





ILFC — Security and Guarantee Agreement





B-2









 











Schedule II

to the

Collateral Supplement




PLEDGED EQUITY




To be [added to] / [removed from] Schedule II to the Security and Guarantee Agreement:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Percentage
	 	 	 	 	 	 	 	 	Class of	 	 	 	 	 	 	 	 	 	Number	 	of
	 	 	 	 	 	 	 	 	Equity	 	Par	 	Certificate	 	of Equity	 	Outstanding
	Guarantor	 	Issuer	 	Interest	 	Value	 	No(s)	 	Interests	 	Equity Interests





 









 






Security Opinions




EXHIBIT L-1




See Separately Attached Execution Copy




EXHIBIT L-2




See Separately Attached Execution Copy




 









 








EXHIBIT L-1




April 16, 2010




To the Banks and the Agent listed on

      Schedule A attached hereto

c/o Citicorp USA, Inc.

2 Penns Way, Suite 200

New Castle, Delaware 19720




Ladies and Gentlemen:



          I am in house counsel for International Lease Finance Corporation (the “Company”),
Flying Fortress Inc., a California corporation (“Holdco I”), Flying Fortress US Leasing
Inc., a California corporation (“Parent Holdco I” and, together with Holdco I and the
Company, the “California Loan Parties”), Flying Fortress Ireland Leasing Ltd., a private
limited liability company incorporated under the laws of Ireland (“Irish Parent Holdco”
and, together with the California Loan Parties, the “Loan Parties”) and am rendering this
opinion in connection with that certain Amendment No. 1, dated as of the date hereof (the
“Amendment”), to that certain $2,500,000,000 Five-Year Revolving Credit Agreement, dated as
of October 13, 2006 (as amended by the Amendment, the “Credit Agreement”), by and among the
Company, those certain financial institutions signatory thereto (the “Banks”) and Citicorp
USA, Inc., in its individual capacity and as administrative agent (the “Agent”). Terms
used herein without definition have the meanings given to such terms in the Credit Agreement.


          I have examined originals, or copies certified or otherwise identified to my satisfaction as
being true copies, of such documents, corporate records, certificates of public officials and other
instruments and have conducted such other investigations of fact and law as I have deemed necessary
or advisable for purposes of this opinion. I am opining herein as to the effect on the subject
transactions of only United States of America federal law and the laws of the State of California.



Upon the basis of the foregoing, I am of the opinion that:



          1. The Company is duly qualified to do business as a foreign corporation and is in good
standing under the laws of each jurisdiction in which the ownership or leasing of its property or
the conduct of its business requires it to be so qualified; provided, however, that the Company may
not be so qualified in certain jurisdictions, the effect of which would not have a Material Adverse
Effect on the Company.



 









 







          2. No subsidiary of the Company nor all of the subsidiaries of the Company taken as a whole is
a “significant subsidiary” as defined in Rule 1-02 of Regulation S-X promulgated under the
Securities Exchange Act of 1934, as amended.


          3. To the best of my knowledge, there is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or body or any arbitrator involving the
California Loan Parties or any of their Subsidiaries which, individually or in the aggregate, would
have a Material Adverse Effect on the California Loan Parties and their Subsidiaries taken as a
whole.


          This opinion is furnished to you in connection with the Company’s execution and delivery of
the Amendment, is solely for your benefit and the benefit of your successors and assigns, and may
not be relied upon by, nor may copies be delivered to, any other person without my prior written
consent. You may, however, deliver a copy of this opinion to your accountants, attorneys, and
other professional advisors, and to governmental regulatory agencies having jurisdiction over you.
This opinion is expressly limited to the matters set forth above and I render no opinion, whether
by implication or otherwise, as to any other matters. I assume no obligation to update or
supplement this opinion to reflect any facts or circumstances that arise after the date of this
opinion and come to my attention, or any future changes in laws.



Very truly yours,




Czar Vigil

 In house counsel




 









 





OUR FILE NUMBER

412,190-010




Schedule A




Citicorp USA, Inc.

Bank of America, N.A., as successor by merger to Merrill Lynch Bank USA

Bank of America, N.A.

Lloyds TSB Bank PLC

Bank of Scotland PLC (formerly The Governor and Company of the Bank of Scotland)

Credit Suisse AG, Cayman Islands Branch FKA Credit Suisse, Cayman Islands Branch

HSBC Bank (USA), N.A.

JPMorgan Chase Bank, N.A.

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

Barclays Bank PLC

BNP Paribas

Deutsche Bank AG New York Branch

Woodlands Commercial Bank f/k/a Lehman Brothers Commercial Bank

UBS AG, Stamford Branch

Wells Fargo Bank, N.A.

The Bank of Nova Scotia

Sumitomo Mitsui Banking Corporation

Royal Bank of Canada

Australia and New Zealand Banking Group Limited

Morgan Stanley Bank, N.A.

Toronto Dominion (Texas) LLC

Westpac Banking Corporation

BMO Capital Markets Financing, Inc.

The Bank of New York Mellon

Mizuho Corporate Bank, Ltd.

Standard Chartered Bank




 









 





April 16, 2010 — Page 2




Intesa Sanpaolo S.p.A.




 









 





April 16, 2010 — Page 3




EXHIBIT L-2




April 16, 2010




To the 2012 Banks listed on Schedule A

      attached hereto and Citicorp USA, Inc.,

      as Administrative Agent and Collateral Agent

c/o Citicorp USA, Inc.

2 Penns Way, Suite 200

New Castle, Delaware 19720

Ladies and Gentlemen:



          We have acted as special counsel to International Lease Finance Corporation, a California
corporation (the “Company”), Flying Fortress Inc., a California corporation (“Holdco I”), Flying
Fortress US Leasing Inc., a California corporation (“Parent Holdco I” and, together with Holdco I,
the “California Guarantors” and, the California Guarantors together with the Company, the
“California Loan Parties”), Flying Fortress Ireland Leasing Limited, a private limited liability
company incorporated under the laws of Ireland (“Irish Parent Holdco” and, together with the
California Guarantors, the “Guarantors” and, the Guarantors together with the Company, the “Loan
Parties”), in connection with Amendment No. 1, dated as of the date hereof (the “Amendment”), to
that certain $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006 (as
amended by the Amendment, the “Credit Agreement”), by and among the Company, those certain
financial institutions signatory thereto (the “Banks”), and Citicorp USA, Inc., in its individual
capacity and as administrative agent for the Banks (in such capacity, the “Agent”). We are
providing this opinion to you at the request of the Company pursuant to Section 3(d) of the
Amendment. Except as otherwise indicated, capitalized terms used in this opinion and defined in
the Credit Agreement will have the meanings given in the Credit Agreement.


          We note that you have received on or about the date hereof (i) the opinion of in house counsel
to the Loan Parties, relating to certain California state and United States federal law matters
relating to the Loan Parties and the Loan Documents (as defined below) (the “In House Counsel
Opinion”) and (ii) the opinion of A&L Goodbody, Irish counsel to Irish Parent Holdco relating to
certain Irish law matters relating to Irish Parent Holdco and the Loan Documents (the “Irish
Counsel Opinion”, and together with the In House Counsel Opinion, the “Supporting Opinions”). With
your permission we have assumed the matters set forth in the Supporting Opinions for purposes of
this opinion. None of the opinions rendered herein should be construed to address the matters
covered by the Supporting Opinions.



     In rendering the opinions set forth below, we have assumed that Irish Parent Holdco (i) is a
company validly existing under the laws of Ireland, with corporate power to enter into the Security
and Guarantee Agreement and to perform its obligations under the Security and Guarantee Agreement,
(ii) the execution, delivery and performance of the Security and




 











 





April 16, 2010 — Page 4




Guarantee Agreement have been duly authorized by all necessary corporate action on the part of
Irish Parent Holdco, (iii) the Security and Guarantee Agreement has been duly executed and
delivered by Irish Parent Holdco, and (iv) the execution and delivery by Irish Parent Holdco of the
Security and Guarantee Agreement do not, and Irish Parent Holdco’s performance of its obligations
under the Security and Guarantee Agreement will not, (a) violate the organizational documents of
Irish Parent Holdco or (b) breach or otherwise violate any existing obligation of or restriction on
Irish Parent Holdco.



          In our capacity as such counsel, we have examined originals or copies of those corporate and
other records and documents we considered appropriate, including the following (the documents
listed in clauses (a) through (c) below are referred to hereinafter collectively as the “Loan
Documents”:




	 	(a)	 	the Credit Agreement and the Amendment;






	 	(b)	 	those certain Notes issued on April 16, 2010 (the “New Notes”);






	 	(c)	 	that certain Security and Guarantee Agreement, dated as of the
date hereof, by and among the Guarantors and Citicorp USA, Inc., as collateral
agent for the 2012 Banks (the “Collateral Agent”); and
	 
	 	(d)	 	unfiled copies of the UCC-1 Financing Statements naming the
Collateral Agent as secured party and each Guarantor as debtor, copies of which
are attached hereto as Annex A, which we understand will be filed (i)
in the case of the California Guarantors, with the Secretary of State of the
State of California (the “California Filing Office”) and (ii) in the case of
the Irish Parent Holdco, with the Recorder of Deeds of the District of Columbia
(the “DC Filing Office”) (such financing statements, the “Financing
Statements”).




          As to relevant factual matters, we have relied upon, among other things, the factual
representations set forth in the Loan Documents and in the certificate of the Loan Parties (the
“Officer’s Certificate”), a copy of which has been delivered to you. In addition, we have obtained
and relied upon those certificates of public officials we considered appropriate.


          We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with originals of all documents submitted to us as copies.
To the extent the obligations of the Loan Parties depend on the enforceability of the Loan
Documents against any other party to the Loan Documents, we have assumed that the Loan Documents
are enforceable against such other parties.


          On the basis of such examination, our reliance upon the assumptions in this opinion and our
considerations of those questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, we are of the opinion that:


 









 




April 16, 2010 — Page 5






     1. The Company is a corporation validly existing under the laws of the State of California,
with corporate power to enter into the Amendment and the New Notes and to perform its obligations
under the Loan Documents. The execution and delivery of the Amendment and the New Notes and the
performance of the Amendment and the New Notes have been duly authorized by all necessary corporate
action on the part of the Company, and the Amendment and the New Notes have been duly executed and
delivered by the Company.



     2. Each California Guarantor is a corporation validly existing under the laws of the State of
California, with corporate power to enter into the Security and Guarantee Agreement, and to perform
its obligations under the Security and Guarantee Agreement. The execution, delivery and
performance of the Security and Guarantee Agreement have been duly authorized by all necessary
corporate action on the part of each California Guarantor, and the Security and Guarantee Agreement
has been duly executed and delivered by each California Guarantor.



     3. Each of the Loan Documents constitutes the legally valid and binding obligation of each
Loan Party thereto, enforceable against such Loan Party in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws)
and by general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and
possible judicial action giving effect to foreign governmental actions or foreign laws affecting
creditors’ rights.



     4. The execution and delivery by the Company of the Loan Documents to which it is a party do
not, and the Company’s performance of its obligations under the Loan Documents to which it is a
party will not (i) violate the Company’s Articles of Incorporation or Bylaws, or (ii) violate,
breach or result in a default, or result in the creation or imposition of any lien upon any of the
assets of the Company, under, any existing obligation of or restriction on the Company under any
other agreement (the “Other Agreements”) identified to us in Exhibit D to the Officer’s
Certificate, or (iii) breach or otherwise violate any existing obligation of or restriction on the
Company under any order, judgment or decree of any California, New York or federal court or
governmental authority binding on the Company identified to us in Exhibit E to the
Officer’s Certificate. If an Other Agreement is governed by the laws of a jurisdiction other than
New York, we have assumed such Other Agreement would be interpreted in accordance with its plain
meaning, except that technical terms would mean what lawyers generally understand them to mean for
agreements governed by the laws of New York. We express no opinion with respect to any provision
of any Other Agreement to the extent that an opinion with respect to such provision would require
making any financial, accounting or mathematical calculation or determination.



     5. The execution and delivery by each California Guarantor of the Security and Guarantee
Agreement do not, and such California Guarantor’s performance of its obligations under the Security
and Guarantee Agreement will not (i) violate such California Guarantor’s



 









 




April 16, 2010 — Page 6






Articles of Incorporation
or Bylaws or (ii) violate, breach or result in a default, or result in the creation or imposition
of any lien upon any of the assets of any Guarantor, under, any existing obligation of or
restriction on the Guarantors under any of the Other Agreements. If an Other Agreement is governed
by the laws of a jurisdiction other than New York, we have assumed such Other Agreement would be
interpreted in accordance with its plain meaning, except that technical terms would mean what
lawyers generally understand them to mean for agreements governed by the laws of New York. We
express no opinion with respect to any provision of any Other Agreement to the extent that an
opinion with respect to such provision would require making any financial, accounting or
mathematical calculation or determination.



     6. No order, consent, permit or approval of any California, New York or federal governmental
authority that we have, in exercise of customary professional diligence, recognized as applicable
to the Company or to the transactions of the type contemplated by the Loan Documents is required on
the part of the Company for the execution and delivery of the Loan Documents to which the Company
is party, and performance of its obligations under such Loan Documents, except for such as have
been obtained or as may be obtained in the ordinary course of business.



     7. No order, consent, permit or approval of any California, New York or federal governmental
authority that we have, in exercise of customary professional diligence, recognized as applicable
to any Guarantor or to the transactions of the type contemplated by the Security and Guarantee
Agreement is required on the part of such Guarantor for the execution and delivery of the Security
and Guarantee Agreement, and performance of its obligations under, the Security and Guarantee
Agreement, except for such as have been obtained or as may be obtained in the ordinary course of
business.



     8. The execution and delivery by the Company of the Loan Documents to which it is party, and
the Company’s performance of its obligations under the Loan Documents to which it is party will
not, violate any current California, New York or federal law that we have, in the exercise of
customary professional due diligence, recognized as applicable to the Company or to transactions of
the type contemplated by such Loan Documents.



     9. The execution and delivery by each Guarantor of the Security and Guarantee Agreement do
not, and such Guarantor’s performance of its obligations under the Security and Guarantee Agreement
will not, violate any current California, New York or federal law that we have, in the exercise of
customary professional due diligence, recognized as applicable to such Guarantor or to transactions
of the type contemplated by the Security and Guarantee Agreement.



     10. The Security and Guarantee Agreement is effective to create in favor of the Collateral
Agent a security interest in that Collateral (as defined in the Security and Guarantee
Agreement) of each Guarantor in which a security interest may be created under Article 9 of
the Uniform Commercial Code as in effect in the State of New York (the “Code”).



 









 





April 16, 2010 — Page 7




     11. Upon the filing of the Financing Statement for each California Guarantor with the
California Filing Office, the Collateral Agent will have a perfected security interest in such
California Guarantor’s interest in the Collateral (as defined in the Security and Guarantee
Agreement), in which a security interest may be perfected under the Uniform Commercial Code as in
effect in the State of California (the “CUCC”) by the filing of a financing statement in
California. Upon the filing of the Financing Statement for Irish Parent Holdco with the DC Filing
Office, the Collateral Agent will have a perfected security interest in Irish Parent Holdco’s
interest in the Collateral (as defined in the Security and Guarantee Agreement), in which a
security interest may be perfected under the Uniform Commercial Code as in effect in the District
of Columbia (the “DCUCC”) by the filing of a financing statement in the District of Columbia.



     12. The Security and Guarantee Agreement is effective to create in favor of the Collateral
Agent a security interest in the Certificated Securities of Parent Holdco I (as defined below)
identified on Schedule II to the Security Agreement under the Code. Upon delivery of the security
certificates representing such Certificated Securities to the Collateral Agent in the State of New
York, effectively endorsed to the Collateral Agent or in blank, the Collateral Agent will acquire a
perfected security interest in such Certificated Securities. For purposes of this paragraph,
“Certificated Securities” means “certificated securities” as defined in Section 8-102 of the Code.



     13. None of the Guarantors is a “Restricted Subsidiary” as defined under (i) that certain
Indenture, dated as of November 1, 1991, between the Company and U.S. Bank Trust National
Association (successor to Continental Bank, National Association), as trustee, as amended, modified
or otherwise supplemented as of the date hereof; (ii) that certain Indenture, dated as of November
1, 2000, between the Company and The Bank of New York, as trustee, as amended, modified or
otherwise supplemented as of the date hereof; (iii) that certain Indenture, dated as of August 1,
2006, between the Company and Deutsche Bank Trust Company Americas, as trustee, as amended,
modified or otherwise supplemented as of the date hereof; and (iv) Indenture, dated as of March 22,
2010, among the Company, Wilmington Trust FSB, as trustee, and Deutsche Bank Trust Company
Americas, as paying agent, security registrar and authentication agent.



     14. None of the California Guarantors is and, immediately after giving effect to the issuance
and sale of the Securities, none of the California Guarantors will be, an “investment company” as
defined in the Investment Company Act of 1940, as amended, required to register under such act.


          Our opinion in paragraph 3 above as to the enforceability of the Loan Documents is subject to:




(i) public policy considerations, statutes or court decisions that may limit the
rights of a party to obtain indemnification against its own negligence, willful
misconduct or unlawful conduct;



 









 





April 16, 2010 — Page 8




(ii) the unenforceability under certain circumstances of broadly or vaguely stated
waivers or waivers of rights granted by law where the waivers are against public
policy or prohibited by law;




(iii) the unenforceability under certain circumstances of provisions appointing one
party as attorney-in-fact or trustee for an adverse party or provisions for the
appointment of a receiver; and




(iv) the unenforceability under certain circumstances of choice of law provisions.



     We express no opinion as to the effect of non-compliance by you with any state or federal laws
or regulations applicable to the transactions contemplated by the Loan Documents because of the
nature of your business.



     We advise you that Section 6.09 of the Security and Guarantee Agreement (and any similar
provision of any other Loan Document), which provides for non-exclusive jurisdiction of the courts
of the State of New York and federal courts sitting in the State, may not be binding on the courts
in the forums selected or excluded.



     Our opinion in paragraph 3 is subject to the qualification that certain rights, remedies,
waivers and other provisions of the Loan Documents may not be enforceable, but such
unenforceability will not, subject to the other exceptions, qualifications and limitations set
forth herein, render any Loan Document invalid as a whole or substantially interfere with the
substantial realization of the principal benefits or security, or both, that such Loan Document
purports to provide (except for the economic consequences of procedural or other delay).



     We express no opinion as to any provision of the Loan Documents insofar as such Loan Document
purports to grant a right of setoff in respect of any Loan Party’s assets to any person other than
a creditor of such Loan Party.



     We express no opinion regarding any provision of the Security and Guarantee Agreement that
purports to permit the Collateral Agent or any other person to sell or otherwise dispose of any
Collateral subject thereto except in compliance with the Code, any other applicable federal and
state laws and any agreement governing such Collateral, or to impose on the Collateral Agent
standards of care of Collateral in the Collateral Agent’s possession other than as provided in
Section 9-207 of the Code. We advise you that federal and state securities laws may limit the
right to transfer or dispose of Collateral that may constitute securities under such laws.



     For purposes of the opinions expressed in paragraphs 4, 6 and 8, we have assumed that the
Company will not in the future take any discretionary action (including a decision not to act)
permitted by the Credit Agreement, the Amendment or the New Notes that would cause the performance
of the Credit Agreement or the Amendment or the Company’s obligations under the New Notes to
violate any California, New York or federal law, constitute a violation or breach of or default
under any of the agreements, orders, judgments or decrees referred to in paragraph 4



 









 

[ILLIGIBLE]


April 16, 2010 — Page 9






or require an
order, consent, permit or approval to be obtained from a California, New York or federal
governmental authority.



     For purposes of the opinions expressed in paragraphs 5, 7 and 9, we have assumed that no
Guarantor will in the future take any discretionary action (including a decision not to act)
permitted by the Security and Guarantee Agreement that would cause the performance of the Security
and Guarantee Agreement to violate any California, New York or law, constitute a violation or
breach of or default under any of the agreements, orders, judgments or decrees referred to in
paragraph 5 or require an order, consent, permit or approval to be obtained from a California, New
York or federal governmental authority.



     With your permission, we do not purport to be an expert as to, nor do we express any opinion
with respect to the opinions, assumptions and other matters set forth in the Supporting Opinions.


          We express no opinion concerning (i) federal or state securities laws or regulations (except
with respect to our opinion in paragraph 14), (ii) federal or state antitrust, unfair competition
or trade practice laws or regulations, (iii) pension and employee benefit laws and regulations,
(iv) any customs, international trade or other laws relating to the possession, import, export,
use, operation, maintenance, repair or replacement of or the nature of any equipment, or any
interest therein, (v) federal or state laws relating to aviation, banking, communications, customs,
insurance, international trade, public utilities, or taxation, (vi) compliance with fiduciary
requirements, (vii) federal or state environmental laws and regulations, (viii) federal or state
land use or subdivision laws or regulations, (ix) the Trading with the Enemy Act, as amended, the
foreign assets control regulations of the United States Treasury Department, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
(USA PATRIOT Act) Act of 2001, as amended, Executive Order No. 13,224 of September 24, 2001,
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit or
Support Terrorism, as amended, and any enabling legislation, rules, regulations or executive orders
relating thereto, or (x) federal or state laws and regulations concerning filing requirements,
other than requirements applicable to charter-related documents.


          The law covered by this opinion is limited to the present federal law of the United States,
for purposes of paragraphs 1, 2, 4-9 and 11, the present laws of the State of California, for
purposes of our opinion in paragraph 11 only, the DCUCC, and for the purposes of paragraphs 3-10
and 12-13, the present laws of the State of New York. We express no opinion as to the laws of any
other jurisdiction and no opinion regarding the statutes, administrative
decisions, rules, regulations or requirements of any county, municipality, subdivision or
local authority of any jurisdiction.


          Our opinions in paragraphs 10, 11 and 12 are limited to Article 9 of the Code and do not
address (A) laws of jurisdictions other than New York (and as to our opinion in paragraph 11 only,
the CUCC and the DCUCC, as applicable), (B) collateral not subject to 


 









 





April 16, 2010 — Page 10





Article 9 of the Code
(including by reason of Section 9-109(c) or (d) thereof), or (C) under Sections 9-301 through 9-306
of the Uniform Commercial Code as in effect in any jurisdiction, or otherwise, what law governs the
perfection of the security interests granted in the collateral covered by those opinion paragraphs.



          We express no opinion with respect to (i) the priority of any security interest and (ii)
Collateral consisting of real property, copyrights, farm products, consumer goods, as-extracted
collateral, commercial tort claims, cooperative interests (as such terms are defined in the Code)
and timber to be cut.


          In rendering the opinions in paragraphs 10, 11 and 12, we have assumed that:




	 	(i)	 	each Guarantor has, or will have at the relevant time, rights
in the Collateral in which such Guarantor has granted a security interest to
the Collateral Agent within the meaning of 9-203(b)(2) of the Code at all times
relevant to this opinion;
	 
	 	(ii)	 	the Collateral does not include any Aircraft, Engines, or Parts
(as such terms are defined in the FAA Act), or Aircraft Objects (as defined in
the Cape Town Convention), or leases thereof or other interests therein;
	 
	 	(iii)	 	the chief executive office of Irish Parent Holdco is not
located in a jurisdiction whose law generally requires information concerning
the existence of a no possessory security interest to be made generally
available in a filing, recording, or registration system as a condition or
result of the security interest’s obtaining priority over the rights of a lien
creditor with respect to the Collateral; and
	 
	 	(iv)	 	neither the Agent nor the 2012 Banks have notice of any adverse
claims to the Certificated Securities referred to in paragraph 12.





          We advise you that:




	 	(i)	 	we have not made or undertaken to make any investigation as to
the existence of or state of title to the Collateral (as defined in the
Security and Guarantee Agreement) and we express no opinion as to the
existence, condition, or location of the Collateral; and
	 
	 	(ii)	 	our opinion in paragraph 11 with respect to the District of
Columbia is based solely upon a review of Sections 9-301, 9-307, 9-308, 9-310,
9-312, 9-501, 9-502, 9-503, 9-504, and 9-509 of the DCUCC as set forth in the
CCH Transactions Guide, and excludes any review of official decisions
interpreting these sections or any other review.





 









 




April 16, 2010 — Page 11








          This opinion is furnished by us as special counsel for the Loan Parties and may be relied upon
by you only in connection with the Loan Documents. It may not be used or relied upon by you for
any other purpose or by any other person, nor may copies be delivered to any other person, without
in each instance our prior written consent. You may, however, deliver a copy of this opinion to
your accountants, attorneys, and other professional advisors, to governmental regulatory agencies
having jurisdiction over you and to assignees of the Loans permitted under Section 13.4 of the
Credit Agreement. At your request, we hereby consent to reliance on this opinion by such assignees
to the same extent as the addressees hereof as if this opinion were addressed and had been
delivered to them on the date of this opinion, on the condition and understanding that (i) we
assume no responsibility or obligation to consider the applicability or correctness of this opinion
to any person other than the addressee(s) and (ii) any such reliance by a future assignee and by
the Agent on behalf of such future assignee must be actual and reasonable under the circumstances
existing at the time of assignment. This opinion is expressly limited to the matters set forth
above, and we render no opinion, whether by implication or otherwise, as to any other matters.
This letter speaks only as of the date hereof and we assume no obligation to update or supplement
this opinion to reflect any facts or circumstances that arise after the date of this opinion and
come to our attention, or any future changes in laws.



	 	 	 	 	 
	 	Respectfully submitted,

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



Schedule A




Citicorp USA, Inc.




Bank of America, N.A., as successor by merger to Merrill Lynch Bank USA




Bank of America, N.A.




Lloyds TSB Bank PLC




Bank of Scotland PLC (formerly The Governor and Company of the Bank of Scotland)




Credit Suisse AG, Cayman Islands Branch FKA Credit Suisse, Cayman Islands Branch




HSBC Bank (USA), N.A.




JPMorgan Chase Bank, N.A.




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




Barclays Bank PLC




BNP Paribas




Deutsche Bank AG New York Branch




Woodlands
Commercial Bank f/k/a Lehman Brothers Commercial Bank




UBS AG, Stamford Branch




Wells Fargo Bank, N.A.




The Bank of Nova Scotia




Sumitomo Mitsui Banking Corporation




Royal Bank of Canada




Australia and New Zealand Banking Group Limited




Morgan Stanley Bank, N.A.




Toronto Dominion (Texas) LLC




Westpac Banking Corporation




BMO Capital Markets Financing, Inc.




The Bank of New York Mellon




Mizuho Corporate Bank, Ltd.




Standard Chartered Bank




Intesa Sanpaolo S.p.A.






 









 








Annex A




See attached.



ILFC Amendment No. 1 to 2011 Facility



 









 





EXHIBIT
M


FORM OF REQUIRED COLLATERAL DETERMINATION CERTIFICATE


See Attached



ILFC Amendment No. 1 to 2011 Facility



 









 








EXHIBIT M




[FORM OF] REQUIRED COLLATERAL DETERMINATION CERTIFICATE




INTERNATIONAL LEASE FINANCE CORPORATION




                     __, 20__





     This Required Collateral Determination Certificate is delivered pursuant to Section
[9.1.3][9.16(a)][9.18(b)][9.19] of that certain Credit Agreement, dated as of October 13, 2006, as
amended by Amendment No. 1, dated as of April 16, 2010 (as further amended, restated or otherwise
modified from time to time, the “Credit Agreement”), among International Lease Finance Corporation,
a California corporation (the “Company”), the financial institutions party thereto from time to
time (the “Banks”), and Citicorp USA, Inc., as administrative agent and collateral agent for the
Banks (in such capacity, the “Agent”). Capitalized terms used and not defined herein have the
meanings given to such terms in the Credit Agreement.



     The undersigned hereby certifies in his/her capacity as [Chief Financial Officer] [Treasurer]
[Controller] of the Company and not in his/her individual capacity, that:




	 	(i)	 	The Required Collateral Determination Date is ___, 20___;
	 
	 	(ii)	 	The aggregate outstanding principal amount of the 2012 Committed Loans as
of the Required Collateral Determination Date is $                    . For the avoidance of
doubt, any payment or prepayment of the 2012 Committed Loans on or before the
Required Collateral Determination Date has been taken into account;
	 
	 	(iii)	 	The Required Collateral Amount for such Required Collateral Determination
Date is the amount listed in clause (ii) above multiplied by 4/3, which is
$                     [and the Minimum Required Collateral Amount for such Required
Collateral Determination Date is [33.33%][66.66%] of the Required Collateral Amount,
which is $                    ];
	 
	 	(iv)	 	The Aggregate Collateral Value as of such Required Collateral Determination
Date is $[                    ];
	 
	 	(v)	 	The Aggregate Collateral Value [is][is not] greater than or equal to the
[Minimum] Required Collateral Amount;
	 
	 	 	 	[(vi) The Company will, within [65][95] days (or such longer period of time, up
to 25 days, which is reasonably acceptable to the Collateral Agent) following the
delivery of this Required Collateral Determination Certificate,





ILFC Amendment No. 1 to 2011 Facility




 









 









	 	 	 	designate by a supplement to Schedule 9.18 delivered to Agent [additional
Eligible Aircraft][a Replacement Aircraft] and such other documents required
to be delivered to Agent pursuant to Section [9.18(b)][9.19] of the Credit
Agreement;]
	 
	 	 	 	[(vi) The Company will, within three Business Days following the delivery of
this Required Collateral Determination Certificate, Cash Collateralize the 2012
Committed Loans in an amount equal to the difference between the Minimum Required
Collateral Amount set forth in clause (iii) above and the Aggregate Collateral Value
set forth in clause (iv) above, which is $[                    ];]
	 
	 	 	 	[(vi) The Company will ratably prepay [all of the Committed Loans][a portion of
the Committed Loans in the amount of $                    ] within the expiration of the time
period provided in Section [9.18(b)][9.19][13.8(a)(iv)] of the Credit Agreement;]
	 
	 	 	 	([vi][vii]) Set forth on Annex I attached hereto is a complete list of all
Eligible Aircraft as of such Required Collateral Determination Date (which list shall
replace any previously delivered Schedule 9.18 upon delivery of this Required
Collateral Determination Certificate), together with computations of the Aircraft
Value with respect to each such Eligible Aircraft based on the Appraisal Reports most
recently delivered (or required to be delivered), and an Appraisal Report of any
additional Eligible Aircraft or any Replacement Aircraft added to the list of
Eligible Aircraft since the immediately preceding Required Collateral Determination
Date.





ILFC Amendment No. 1 to 2011 Facility




 









 








     IN WITNESS WHEREOF, the undersigned [Chief Financial Officer] [Treasurer] [Controller] of the
Company has signed this Required Collateral Determination Certificate as of the date first written
above.



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



ILFC Amendment No. 1 to 2011 Facility




-4-









 








ANNEX I




SCHEDULE 9.18



ELIGIBLE AIRCRAFT



ILFC Amendment No. 1 to 2011 Facility





-5-