exv10w2

TABLE OF CONTENTS


	Page

ARTICLE 1
Definitions

Section 1.01. Defined Terms		2
Section 1.02. Terms Generally		33
Section 1.03. Accounting Terms; Changes in GAAP		33

ARTICLE 2
The Credits

Section 2.01. [Intentionally Omitted]		33
Section 2.02. [Intentionally Omitted]		34
Section 2.03. [Intentionally Omitted]		34
Section 2.04. Interest		34
Section 2.05. Payment at Maturity; Evidence of Debt		34
Section 2.06. [Intentionally Omitted]		35
Section 2.07. Optional and Mandatory Prepayments		35
Section 2.08. [Intentionally Omitted]		37
Section 2.09. Taxes		37
Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Set-offs		39
Section 2.11. Collection Accounts		39
Section 2.12. Transfer of Pool Aircraft to Another Borrower; Removal of Pool Aircraft from the Designated Pool; Intermediate Lessees; Designated Borrowers		40
Section 2.13. Restructuring		48
Section 2.14. Release Of Initial Intermediate Lessees		48
Section 2.15. Release Of Supplemental Pool Aircraft From The Designated Pool		48

ARTICLE 3
Representations and Warranties

Section 3.01. Organization, etc.		49
Section 3.02. Authorization; Consents; No Conflict		49
Section 3.03. Validity and Binding Nature		50
Section 3.04. Financial Statements		50
Section 3.05. Litigation and Contingent Liabilities		50
Section 3.06. Security Interest		50


	Page
Section 3.07. Employee Benefit Plans		51
Section 3.08. Labor Matters		52
Section 3.09. Investment Company Act		52
Section 3.10. Regulation U		53
Section 3.11. Information		53
Section 3.12. Compliance with Applicable Laws, etc.		53
Section 3.13. Insurance		53
Section 3.14. Taxes		54
Section 3.15. Borrower Information		54
Section 3.16. Solvency		54
Section 3.17. Sanctions		54
Section 3.18. Depositary Banks		55
Section 3.19. Description of Aircraft and Leases		55
Section 3.20. Withholding Tax		55

ARTICLE 4
Conditions

Section 4.01. Amendment Effective Date		56
Section 4.02. Consequences of Effectiveness		60
Section 4.03. Quiet Enjoyment Letters		60

ARTICLE 5
Covenants

Section 5.01. Legal Existence and Good Standing		61
Section 5.02. Protection of Security Interest of the Lender		61
Section 5.03. Other Liens or Interests		62
Section 5.04. Burdensome Agreements		63
Section 5.05. Ownership, Operation and Leasing of Pool Aircraft		63
Section 5.06. Limitation on Disposition of Aircraft		63
Section 5.07. Extension, Amendment or Replacement of Leases		64
Section 5.08. Representations Regarding Operation		64
Section 5.09. Compliance with Laws, Etc.		64
Section 5.10. Notice of Adverse Claim or Loss		65
Section 5.11. Reporting Requirements		65
Section 5.12. Limitation on Engaging in Business Activities		68
Section 5.13. Limitation on Transactions with Affiliates		68
Section 5.14. [Intentionally Omitted]		68
Section 5.15. Limitation on Capital Expenditures		69
Section 5.16. Limitation on Certain Restrictions on Subsidiaries		69
Section 5.17. Audits; Inspections		70
Section 5.18. Margin Regulations		70
Section 5.19. Insurance		70
Section 5.20. UNSC, EU and United States Sanctions and Export Restrictions		70

iii


	Page
Section 5.21. Sanctions		71
Section 5.22. Loan-to-Value Ratio		71
Section 5.23. Indebtedness		72
Section 5.24. In General		72
Section 5.25. Mergers, Consolidations and Sales of Assets		73
Section 5.26. Separateness of SPCs and Qualifications of Irish SPCs		73
Section 5.27. Transfer of Leases		75
Section 5.28. Compliance with Parent Facility		75
Section 5.29. Post-Amendment Effective Date Ownership		75

ARTICLE 6
Events of Default

ARTICLE 7
Guaranty

Section 7.01. Guaranty		78
Section 7.02. Contribution		78
Section 7.03. Guaranty Absolute		78
Section 7.04. Waiver and Acknowledgments		80
Section 7.05. Subrogation		81
Section 7.06. Payment Free and Clear of Taxes		81
Section 7.07. No Waiver; Remedies		82
Section 7.08. Continuing Guaranty		82
Section 7.09. Subordination of Certain Intercompany Indebtedness		82
Section 7.10. Limit of Liability		82

ARTICLE 8
Miscellaneous

Section 8.01. Notices		83
Section 8.02. Waivers; Amendments		83
Section 8.03. Expenses; Indemnity; Damage Waiver		84
Section 8.04. Successors and Assigns		86
Section 8.05. Survival		86
Section 8.06. Counterparts; Integration; Effectiveness		86
Section 8.07. Severability		87
Section 8.08. Applicable Law		87
Section 8.09. Jurisdiction; Consent to Service of Process		87
Section 8.10. WAIVER OF JURY TRIAL		88
Section 8.11. Headings		88
Section 8.12. Confidentiality		88
Section 8.13. Interest Rate Limitation		89
Section 8.14. USA Patriot Act		89
Section 8.15. Third Party Beneficiary		89

SCHEDULES:

Schedule 1.01(a) — Material Agreements
Schedule 1.01(b) — Required Pool Aircraft
Schedule 2.11 — Collection Accounts
Schedule 3.06 — Permitted Liens
Schedule 3.15 — Borrower Party Information
Schedule 3.19(a) — Pool Aircraft
Schedule 3.19(b) — Leases
Schedule 3.19(c) — Supplemental Pool Aircraft
Schedule 3.19(d) — Supplemental Pool Aircraft Leases
Schedule 5.04 — Existing Burdensome Agreements

EXHIBITS:

Exhibit A — Form of Deposit Account Control Agreement
Exhibit B — Form of Lease
Exhibit C — Form of Monthly Report
Exhibit D — [Reserved]
Exhibit E — Form of Mortgage
Exhibit F — Form of Designated Borrower/Intermediate Lessee Request and Assumption Agreement
Exhibit G-1A — Form of Opinion of Clifford Chance US LLP
Exhibit G-1B — Form of Opinion of In-House Counsel to the Parent Borrower
Exhibit G-1C — Form of Opinion of A&L Goodbody
Exhibit G-1D — Form of Opinion of White & Case
Exhibit G-1E — Form of Opinion of Zul Rafique & partners
Exhibit G-2 — Form of Opinion of Daugherty, Fowler, Peregrin, Haught & Jenson
Exhibit H — Form of Borrower Party Guarantee
Exhibit I — Form of Note
Exhibit J — Form of Qualifying Lender Certificate
Exhibit K — Form of Charge Over Shares of Irish Subsidiary Borrower

ANNEXES:

Annex 1 — Prohibited Countries
Annex 2 — Core Lease Provisions
Annex 3 — Regions

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of October 13, 2009 among International Lease Finance Corporation, a California corporation (the “Parent Borrower”), States Aircraft, Inc., a California corporation (the “U.S. Subsidiary Borrower”), Shrewsbury Aircraft Leasing Limited, a private limited liability company incorporated under the laws of Ireland (the “Irish Subsidiary Borrower”), certain Subsidiaries of the Parent Borrower party hereto pursuant to Section 2.12(d) (each, a “Designated Borrower” and together with the Parent Borrower, the U.S. Subsidiary Borrower and the Irish Subsidiary Borrower, the “Borrowers” and each, a “Borrower”), Top Aircraft, Inc., a California corporation (“Holdings”), ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland (the “Irish Initial Intermediate Lessee”), ILFC France S.a.r.l., a French société à responsabilité limitée (the “French Initial Intermediate Lessee”), and ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (the “Labuan Initial Intermediate Lessee”), certain Intermediate Lessees party hereto pursuant to Section 2.12(c), AIG Funding, Inc., as lender (the “Lender”), and Wells Fargo Bank Northwest, National Association, as Security Trustee.

WHEREAS, the Parent Borrower entered into (i) the Demand Note Agreement dated as of March 9, 2009 (the “Existing Loan I Documentation”) with the Lender, pursuant to which the Lender extended credit to the Parent Borrower in the principal amount of $800,000,000 (the “Existing Loan I”) and (ii) the Demand Note Agreement dated as of March 26, 2009 (the “Existing Loan II Documentation”; and together with the Existing Loan I Documentation, the “Existing Loan Documentation”) with the Lender, pursuant to which the Lender extended credit to the Parent Borrower in the principal amount of $900,000,000 (the “Existing Loan II”; and together with the Existing Loan I, the “Existing Loans”);

WHEREAS, the parties hereto have agreed to amend and restate the Existing Loan Documentation as provide in this Agreement, to, among other things, (i) extend the maturity date of the Existing Loans and (ii) permit the addition of the Non-Parent Borrowers as borrowers hereunder to facilitate a restructuring of the Loans after the Amendment Effective Date;

WHEREAS, each of the U.S. Subsidiary Borrower and the Irish Subsidiary Borrower are wholly owned subsidiaries of Holdings, and Holdings is willing to guarantee the Obligations of the Borrowers and to secure its Guaranteed Obligations by granting Liens on the Equity Interests in each of the U.S. Subsidiary Borrower and the Irish Subsidiary Borrower and in any other Subsidiary it may hold from time to time and all of its other assets to the Security Trustee, for the benefit of the Secured Parties, as provided in the Security Documents;

WHEREAS, each of the Irish Initial Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial Intermediate Lessee is a wholly owned subsidiary of the Parent Borrower, and each is willing to guarantee the Obligations of the Borrowers and to secure its Guaranteed Obligations by granting Liens on all of its assets relating to the Pool Aircraft to the Security Trustee for the benefit of the Secured Parties, as provided in the Security Documents;

WHEREAS, the Lender is not willing to amend and restate the Existing Loan Documentation unless the foregoing Obligations of the Borrowers are guaranteed and secured as described above;

WHEREAS, the parties hereto agree that the amendment and restatement of the Existing Loan Documentation constitutes new value given to the Borrower Parties (including for the purposes of Section 547(c)(1) and (c)(4) of the United States Bankruptcy Code);

WHEREAS, it is the intent of the parties hereto that this Agreement amend and restate in its entirety the Existing Loan Documentation and the Parent Borrower’s obligations thereunder;

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1
Definitions

Section 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Additional Charge Over Shares” means any charge over shares or other Equity Interests by any Borrower Party in favor of the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), with respect to the shares of any Designated Borrower or Intermediate Lessee not organized under the laws of the United States and formed after the Amendment Effective Date, in form and substance satisfactory to the Parent Borrower and the Required Persons (in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Adverse Claim” means any Lien or any claim of ownership or other property right, other than Permitted Liens.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with such specified Person.

“Airbus Aircraft” means any Aircraft with a designation of “A319”, “A320”, “A321”, “A330” or “A340”.

“Aircraft” means the Pool Aircraft and the Non-Pool Aircraft.

“Aircraft Assets” means the Aircraft Collateral and any related Security Deposits or Maintenance Rent.

“Aircraft Collateral” means all Collateral of the type described in clauses (a), (b) and (i) of Section 2.01(A) of the Mortgage.

“Aircraft Objects” has the meaning set forth in the Mortgage.

“Amendment Effective Date” means the date on which each of the conditions specified in Section 4.01 is satisfied (or waived in accordance with Section 8.02).

“Applicable Foreign Aviation Law” means, with respect to any Aircraft, any applicable law, rule or regulation (other than the FAA Act) of any Government Authority of any jurisdiction not included in the United States or in any state, territory or possession of the United States governing the registration, ownership, operation, or leasing of all or any part of such Aircraft, or the creation, recordation, maintenance, perfection or priority of Liens on all or any part of such Aircraft.

“Applicable Margin” means 3.025% per annum; provided, however, that if the Required Perfection Date has not occurred by December 1, 2009, the Applicable Margin shall be 6.025% per annum until the Required Perfection Date has occurred.

“Applicable Obligor” means any Person obligated to make a payment to a Borrower Party which, when paid, qualifies or would qualify as a Collection.

“Appraisal” means with respect to any Pool Aircraft, a “desk top” appraisal of such Pool Aircraft by a Qualified Appraiser, which appraisal opines as to the Current Market Value of such Pool Aircraft, assuming that if such Pool Aircraft is (i) less than one year since its date of manufacture, it has 100% remaining maintenance condition life, (ii) between one and three years since its date of manufacture, it has 75% remaining maintenance condition life and (iii) greater than three years since its date of manufacture, it is in “half-time” remaining maintenance condition life.

“Appraisal Date” means each sixth-month anniversary of the Amendment Effective Date.

“Appraised Value” means, with respect to any Pool Aircraft as of any LTV Determination Date, the value of such Pool Aircraft as of such date, calculated by averaging the most recent Appraisals conducted with respect to such Pool Aircraft pursuant to Section 5.11(a)(x); provided that notwithstanding any Appraisal to the contrary (a) any Pool Aircraft (i) which, as of any date, (A) is the subject of Lessee Litigation as of such date, (B) is subject to a Lease with respect to which a Lessee Default has occurred and is continuing, (C) is subject to a lease that is not an Eligible Lease, or (D) is Owned by a Borrower Party that is subject to a Specified Representation Deficiency pursuant to Section 2.12(h) that is continuing as of such date or (ii) as to which the Express Perfection Requirements are not satisfied, shall be deemed to have an Appraised Value of $0.00 as of such date (provided that, for purposes of calculating the Loan-to-Value Ratio on the Effective Date, clause (ii) shall not apply to the Supplemental Pool Aircraft and the Required Pool Aircraft) and (b) any Pool Aircraft which, as of any date, is subject to a contract providing for the consummation of a sale of such Pool Aircraft within six months of such date, shall be valued as of such date at the purchase price to be paid to the applicable Borrower pursuant to such contract.

“Assigned Leases” has the meaning set forth in the Mortgage.

“Boeing Aircraft” means any Aircraft with a designation of “737”, “777” or “787”.

“Borrower” and “Borrowers” have the meanings specified in the introductory paragraph of this Agreement.

“Borrower Parties” means each Borrower, Holdings and each Intermediate Lessee.

“Borrower Party Guarantee” means the Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by each Borrower Party in favor of the FRBNY, substantially in the form of Exhibit H hereto, together with any guarantee supplement delivered pursuant to Section 2.12(c) or Section 2.12(d) (in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Bringdown Report Date” means each date on which a Monthly Report is delivered for the months of March, June, September and December.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City or Los Angeles are authorized or required by law to remain closed; provided that, when used in connection with the determination of a LIBO Rate, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“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).

“Capital Expenditure” shall mean (a) additions to property, plant and equipment and other capital expenditures of any Person that are (or should be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and (b) Capital Lease Obligations incurred by any Person during such period, but excluding in each case (i) any such expenditure made to restore, replace or rebuild property to the condition of such property immediately prior to any damage, loss, destruction or condemnation of such property, to the extent such expenditure is made with insurance proceeds, condemnation awards or damage recovery proceeds relating to any such damage, loss, destruction or condemnation and (ii) capital expenditures or Capital Lease Obligations incurred by the Parent Borrower and its Subsidiaries with respect to aircraft and aircraft-related equipment.

“Capital Lease Obligations” of any Person shall mean the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

A “Change in Control” shall be deemed to have occurred if (i) Parent shall cease to own beneficially, directly or indirectly, 100% of all the Equity Interests of the Parent Borrower, (ii) the Parent Borrower shall cease to own beneficially and directly, 100% of all the Equity Interests in Holdings, (iii) except to the extent of the Local Requirements Exception or as otherwise permitted in Section 2.12(b), Holdings shall cease to own beneficially and directly, 100% of all the Equity Interests in each Non-Parent Borrower or (iv) except to the extent of the Local Requirements Exception or as otherwise permitted in Section 2.12(b), 100% of all the Equity Interests in each Intermediate Lessee shall cease to be owned beneficially and directly by a Borrower Party.

“Charge Over Shares of Irish Subsidiary Borrower” means the Charge Over Shares by Holdings in favor of the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), with respect to the shares of the Irish Subsidiary Borrower, substantially in the form of Exhibit K hereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Charges” has the meaning set forth in Section 8.13.

“Charges Over Shares” means the Charge Over Shares of the Irish Subsidiary Borrower and each Additional Charge Over Shares.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collateral” has the meaning assigned to such term in the Mortgage.

“Collateral Supplement” has the meaning set forth in the Mortgage.

“Collections” means (i) any and all rent payments, in respect of any and all Pool Aircraft collected under the Leases of such Pool Aircraft excluding(a) except as otherwise provided in clause (iii) below, Security Deposit payments made by the applicable Lessees and required by the terms of the related Lease to be held in a segregated account and (b) any and all payments received by a Borrower Party as indemnification payments except to the extent that such Borrower Party owes amounts in respect of the same claim to a Secured Party in respect of any Aircraft Assets, (ii) any and all Net Sale Proceeds from the sale, transfer or other disposition of any Pool Aircraft (other than a sale, transfer or other disposition from a Borrower to another Borrower if such Pool Aircraft remains a Pool Aircraft after such sale, transfer or other disposition), (iii) the portion of Security Deposits applied against rent payments, (iv) any proceeds from any guarantees, letters of credit or similar arrangements related to any and all Leases with respect to any and all Pool Aircraft supporting the obligations described in clauses (i) through (iii) above, and (v) any proceeds from any insurance (other than liability insurance) with respect to any and all Pool Aircraft, excluding insurance proceeds (A) to the extent required under a Lease to be paid over to the related Lessee or a third party maintenance provider, repairer or similar Person or (B) in respect of an Aircraft Asset in an amount equal to expenses paid or to be paid by a Borrower Party for repairs or otherwise in respect of such Aircraft Asset.

“Collection Accounts” has the meaning specified in Section 2.11(a).

“Concentration Limit by Region” means the Concentration Limit by Region Percentage cannot exceed (i) with respect to the “Asia and Pacific”

Region, 60%, (ii) with respect to the “Europe” Region, 50%, (iii) with respect to the “Americas” Region, 30%, (iv) with respect to the “Middle East” Region, 30% and (v) with respect to the “Africa” Region, 10%.

“Concentration Limit by Region Percentage” means, with respect to all Lessees based or domiciled in all countries in all Regions, as of any date of determination, the percentage represented by the quotient obtained by dividing (a) the sum of the most recent aggregate Appraised Value of all Pool Aircraft leased by all Lessees based or domiciled in all countries in such applicable Region, as of such date of determination; by (b) the sum of the most recent aggregate Appraised Value of all Pool Aircraft as of such date of determination.

“Concentration Limit by Type” means the Concentration Limit by Type Percentage cannot exceed (i) with respect to A319-100, 25%, (ii) with respect to A320-200, 30%, (iii) with respect to A321-200, 10%, (iv) with respect to A330-200/300, 15%, (v) with respect to A340-600, 5% (vi) with respect to B737-700/800, 45%, (vii) with respect to B777-200ER/300ER, 35% and (viii) with respect to B787-800, 10%.

“Concentration Limit by Type Percentage” means, with respect to all Pool Aircraft of all Types, as of any date of determination, the percentage represented by the quotient obtained by dividing (a) the sum of the most recent aggregate Appraised Value of all Pool Aircraft of such applicable Type, as of such date of determination; by (b) the sum of the most recent aggregate Appraised Value of all Pool Aircraft as of such date of determination.

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreements” means all deposit account control agreements, security deeds over bank accounts or similar agreements entered into with respect to the Collection Accounts.

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

“Core Lease Provisions” means the Core Lease Provisions set forth in Annex 2 hereto.

“Current Market Value” means, with respect to a Pool 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.

“Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Deposit Account Control Agreement” means (i) with respect to a deposit account maintained in the United States, a deposit account control agreement, substantially in the form of Exhibit A hereto (with any changes that the Security Trustee shall have approved), by and among the applicable Borrower Party, the Security Trustee and the bank at which the relevant deposit account is maintained, (ii) with respect to a deposit account maintained in Ireland, a security deed over bank account in form and substance satisfactory to the Security Trustee and (iii) with respect to a deposit account maintained outside of both the United States and Ireland, an agreement sufficient to grant the Security Trustee control over the applicable deposit account in accordance with Section 2.11, in form and substance satisfactory to the Security Trustee.

“Designated Borrower” has the meaning set forth in the introductory paragraph of this Agreement.

“Designated Borrower/Intermediate Lessee Request and Assumption Agreement” has the meaning set forth in Section 2.12(d).

“Designated Pool” means the pool of aircraft Owned by the Borrowers and listed on (i) Schedule 3.19(a) attached hereto, as amended, restated or supplemented from time to time pursuant to Section 5.11(a)(ix) and (ii) until the Required Perfection Date, Schedule 3.19(c) attached hereto.

“Disposition Event” has the meaning set forth in Section 2.07(b)(i).

“dollars”, “Dollars” or “$” refers to lawful money of the United States.

“DOT” means the United States Department of Transportation and any successor thereto.

“Eligible Carrier” means any air carrier that at the time of entry by the applicable Borrower Party (as lessor) into a lease with such air carrier (as lessee) (i) such air carrier (x) is duly licensed to carry passengers or cargo (as such may be contemplated under the lease related to the applicable Pool Aircraft) under all Requirements of Law, whether foreign or domestic and (y) is not organized under the laws of or domiciled in a Prohibited Country, (ii) if such lease relates to Pool Aircraft Owned by the Parent Borrower, such Pool Aircraft is registered in a country that has Ratified the Cape Town Convention, and (iii) such air carrier, at

the time of entry by such Borrower Party into such lease, is not subject to a continuing Event of Bankruptcy.

“Eligible Lease” means (i) with respect to any lease of Pool Aircraft entered into by a Borrower Party (as lessor) on or prior to the Amendment Effective Date, such lease (an “Initial Lease”), (ii) with respect to the renewal or extension of an Initial Lease, a form of lease substantially similar to such Initial Lease, and (iii) with respect to any lease of Pool Aircraft entered into by a Borrower Party (as lessor) following the Amendment Effective Date to a lessee who has not been a lessee under an Initial Lease, a lease substantially in the form of the Parent Borrower’s standard form lease (attached hereto as Exhibit B) or a precedent lease between Parent Borrower or one of its Affiliates and such lessee or one of its Affiliates, with such modifications as are substantially consistent with Leasing Company Practice with respect to similar aircraft under lease, taking into consideration, among other things, the identity of the relevant lessee (including operating experience), the age and condition of the applicable Pool Aircraft and the jurisdiction in which such Pool Aircraft will be operated or registered; provided that, with respect to each of (i), (ii) and (iii), no lease shall qualify as an “Eligible Lease” unless such lease contains the Core Lease Provisions.

In addition, if any Lessee of a Pool Aircraft under a Lease otherwise constituting an Eligible Lease shall cause the Parent Borrower or any Borrower Party to be in violation of Section 5.20 or Section 5.21, such Lease shall cease to be an Eligible Lease until such violation is cured or the relevant Lease is otherwise terminated.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, the preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of remediation, fines, penalties or indemnities), of any Borrower Party directly or indirectly resulting from or based on (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Material, (c) exposure to any Hazardous Material, (d) the release or threatened release of any Hazardous Material into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Interests” means shares of capital stock, issued share capital, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any corporation, trade or business that is, along with any Borrower Party or any of its Subsidiaries, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA; provided, however, as used herein at any time, “ERISA Affiliate” excludes the Parent and any of its subsidiaries that are not a Borrower Party at such time.

“ERISA Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) the failure to satisfy the minimum funding standard with respect to a Plan within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by any Borrower Party or any of its respective ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the withdrawal or partial withdrawal of any Borrower Party or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (e) the receipt by any Borrower Party or any of its respective ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) a determination that any Plan is in “at risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code; (g) the filing pursuant to Section 431 or Section 304 of ERISA of an application for the extension of any amortization period; (h) the failure to timely make a contribution required to be made with respect to any Plan or Multiemployer Plan that would result in the imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA; (i) the filing of a notice to terminate any Plan if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA; (j) the receipt by any Borrower Party or any of its respective ERISA Affiliates of any notice, or the receipt by any Multiemployer Plan from any Borrower Party or any of its respective ERISA Affiliates of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status within the meaning of Section 305 of ERISA; (k) the occurrence of a non-exempt “prohibited transaction” with respect to which any Borrower Party or any of its respective Subsidiaries is a

“disqualified person” (within the meaning of Section 4975 of the Code) or “party in interest” (within the meaning of Section 3(14) of ERISA) or with respect to which any Borrower Party or any such Subsidiary could otherwise be liable; (l) any Foreign Benefit Event; or (m) any other event or condition with respect to a Plan or Multiemployer Plan that could reasonably be expected to result in liability of any Borrower Party or any of its respective Subsidiaries.

“EU” has the meaning set forth in Section 3.17.

“Event of Bankruptcy” shall be deemed to have occurred with respect to a Person if either: (a) a case or other proceeding shall be commenced, without the application or consent of such Person, in any court, seeking the liquidation, examination, reorganization, debt arrangement, dissolution, winding up, or composition or readjustment of all or substantially all of the debts of such Person, the appointment of a trustee, receiver, examiner, conservator, custodian, liquidator, assignee, sequestrator or the like for such Person or all or substantially all of its assets, or any similar action with respect to such Person under any law relating to bankruptcy, insolvency, reorganization, examinership, winding up or composition or adjustment of debts, and such case or proceeding shall continue undismissed, or unstayed and in effect, for a period of sixty (60) consecutive days; or an order for relief in respect of such Person shall be entered in an involuntary case under the federal bankruptcy laws or other similar laws now or hereafter in effect; or (b) such Person shall commence a voluntary case or other proceeding under any applicable bankruptcy, insolvency, reorganization, debt arrangement, examinership, dissolution or other similar law now or hereafter in effect, or shall consent to the appointment of or taking possession by a receiver, examiner, conservator, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for such Person or for any substantial part of its property, or shall make any general assignment for the benefit of creditors, or shall fail to, or admit in writing its inability to, pay its debts generally as they become due, or, if a corporation or other entity, its Board of Directors shall vote to implement any of the foregoing.

“Event of Insecurity” means (i) the occurrence of any event or circumstance that has the effect described in clause (b), (c) or (d) of the definition of “Material Adverse Effect” or (ii) a material deterioration in the financial condition of the Parent Borrower or the applicable Non-Parent Borrower, in each case in the reasonable judgment of the Security Trustee or any Required Person.

“Event of Loss” means with respect to any Pool 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 Pool 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 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 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.

“Events of Default” has the meaning specified in Article 6.

“Excluded Taxes” means, with respect to any Lender Party:

(a) income or franchise Taxes imposed on (or measured by reference to) net income, profits or gains of such Lender Party (including for avoidance of doubt a franchise Tax where an alternative base for the determination of such Tax is such income, profits or gains), or Taxes on net worth or capital, in each case by the United States, or by the jurisdiction under the laws of which such Lender Party is organized or in which its principal office is located or, in the case of any Lender Party, in which its applicable lending office is located, including for avoidance of doubt any political subdivision of the United States or other jurisdiction referenced in the foregoing provisions of clause (a); and

(b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction described in clause (a) above; and

(c) any Tax which would not have been imposed if, on the date on which the payment fell due, the Lender Party to which the payment was made was a Qualifying Lender (unless such Lender Party had ceased to be a Qualifying Lender as a result of a change in law or the published practice of any relevant tax authority after such Lender Party has become a party to this Agreement); and

(d) any Tax that would not have been imposed but for a change (in each case, occurring after the date the applicable Borrower Party became a Borrower Party) by such Lender Party of the location of its principal office or (in the case of the Lender) its lending office, a change in the Lender Party’s jurisdiction of organization or Tax residence, or activities or transactions undertaken by the Lender Party unrelated to the transactions contemplated by the Loan Documents that cause the Lender Party to fail to qualify for the benefit of an otherwise applicable Tax treaty; provided that such Tax shall not include any Tax that would not have been imposed but for a change in such Borrower Party’s jurisdiction of organization or Tax residence or jurisdictions in which such Borrower Party has an office; and

(d) any Tax resulting from failure by the Lender Party to comply with its obligations under Section 2.09(e).

“Existing Loan I” has the meaning specified in the recitals of this Agreement.

“Existing Loan I Documentation” has the meaning specified in the recitals of this Agreement.

“Existing Loan II” has the meaning specified in the recitals of this Agreement.

“Existing Loan II Documentation” has the meaning specified in the recitals of this Agreement.

“Existing Loan Documentation” has the meaning specified in the recitals of this Agreement.

“Existing Loans” has the meaning specified in the recitals of this Agreement.

“Express Perfection Requirements” means (i) with respect to a security interest granted under the Mortgage by the Parent Borrower in any Aircraft Objects set forth on Schedule 3.19(a) as in effect on the Amendment Effective Date (other than Aircraft Objects relating to the Required Pool Aircraft), or in any

Aircraft Objects added, or required to be added, to Schedule 3.19(a) subsequent to the Amendment Effective Date which are registered in a jurisdiction which has Ratified the Cape Town Convention, and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and, with respect to each Pool Aircraft whose country of registration is the United States, the applicable FAA filings pursuant to Section 2.08(f) of the Mortgage, (ii) with respect to a security interest granted under the Mortgage by the Parent Borrower in any Aircraft Objects relating to Required Pool Aircraft, and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and any appropriate filings and/or recordings on the local aviation or other applicable register in the jurisdiction of registration of the applicable Required Pool Aircraft as any Required Person deems necessary or advisable (in its sole discretion), (iii) with respect to a security interest granted under the Mortgage by the Parent Borrower in any Aircraft Objects relating to a Supplemental Cape Town Pool Aircraft, and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and, with respect to each Supplemental Cape Town Pool Aircraft whose country of registration is the United States, the applicable FAA filings pursuant to Section 2.08(f) of the Mortgage, (iv) with respect to a security interest granted under the Mortgage by the Parent Borrower in any Aircraft Assets relating to Supplemental Non-Treaty Pool Aircraft, and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage and UCC Financing Statement filings, (v) with respect to a security interest granted under the Mortgage by the Parent Borrower in any Aircraft Assets relating to Supplemental Geneva Pool Aircraft, and the related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings and any appropriate filings and/or recordings on the local aviation or other applicable register in the jurisdiction of registration of the applicable Supplemental Geneva Pool Aircraft as any Required Person deems necessary or advisable (in its sole discretion), unless such Aircraft Asset is transferred to a Non-Parent Borrower, in which case clause (vi) below shall control, and (vi) with respect to a security interest granted under the Mortgage by a Non-Parent Borrower in any Aircraft Assets and the related Assigned Leases, and assuming compliance with Section 5.29, the Required Cape Town Registrations pursuant to Section 2.08(e) of the Mortgage, UCC Financing Statement filings, in the case of the Irish Subsidiary Borrower and any Designated Borrower organized under the laws of Ireland, execution of an Irish Mortgage and filings of the Mortgage (or Grantor Supplement), the Irish Mortgage, the relevant Charge Over Shares and any related Control Agreement, or the particulars thereof, with the Irish Companies Registration Office and, where applicable, the Irish Revenue Commissioners and the Irish Cape Town Registrations and in respect of any other Borrower Party incorporated under the laws of Ireland, filings of any Security Document entered into by such Borrower Party, or any related

Charge Over Shares, or the particulars thereof, with the Irish Companies Registration Office and, where applicable, the Irish Revenue Commissioners, with respect to each Pool Aircraft whose country of registration is the United States, the applicable FAA filings pursuant to Section 2.08(f) of the Mortgage, provided that, with respect to clause (ii), if any Secured Party (as defined in the Mortgage) determines, in its sole discretion in connection with an Event of Insecurity, that the ability of any Security Trustee to enforce that security interest, with or without judicial process, with the applicable priority set forth in the Mortgage, against the applicable Non-Parent Borrower will be materially adversely impaired if appropriate filings and/or recordings on the local aviation or other applicable register in the jurisdiction of registration of the applicable Pool Aircraft (such local filings and/or recordings, “Local Aviation Register Filings”) are not made, such Local Aviation Register Filings will also be required.

“FAA” means the Federal Aviation Administration of the United States of America and any successor thereto.

“FAA Act” means 49 U.S.C. Subtitle VII, §§ 40101 et seq; as amended from time to time, any regulations promulgated thereunder and any successor provisions.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on such Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Lender from three Federal funds brokers of recognized standing selected by it.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Financial Officer” means, with respect to each Borrower Party, the chief financial officer, principal accounting officer, treasurer or controller of such Borrower Party.

“First Lien Guarantee” means the First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by each Borrower Party in favor of the FRBNY, together with any guarantee supplement thereto (in each case, as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“First Lien Security Trustee” has the meaning specified in the Mortgage.

“Fiscal Quarter” means a fiscal quarter of the Parent Borrower.

“Fiscal Year” means a fiscal year of the Parent Borrower.

“Foreign Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities in excess of the amount permitted under any applicable law or in excess of the amount that would be permitted absent a waiver from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable law, on or before the due date for such contributions or payments, (c) the receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension Plan, (d) the incurrence of any liability by any Borrower Party or any Subsidiary under applicable law on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating employer therein or (e) the occurrence of any transaction that is prohibited under any applicable law and that could reasonably be expected to result in the incurrence of any liability by any Borrower Party or any of the Subsidiaries, or the imposition on any Borrower Party or any of the Subsidiaries of any fine, excise tax or penalty resulting from any noncompliance with any applicable law.

“Foreign Pension Plan” shall mean any benefit plan that under applicable law is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively by a Governmental Authority.

“FRBNY” means the Federal Reserve Bank of New York or any other Governmental Authority of the United States, any trust held for the benefit of the Federal Reserve Bank of New York or such other Governmental Authority or any limited liability company of which the Federal Reserve Bank of New York or such other Governmental Authority is the sole member, in each case as may be designated in writing by the Federal Reserve Bank of New York from time to time.

“FRBNY Account” means a deposit account, account number 021081888, in the name of “FRBNY SPECIAL OPERATIONS ACCOUNT 3”, maintained at the Federal Reserve Bank of New York, or any other deposit account designated by the FRBNY through written notice to the Lender and the Parent Borrower.

“French Initial Intermediate Lessee” has the meaning specified in the introductory paragraph of this Agreement.

“Future Lease” means, with respect to each Pool Aircraft, any Eligible Lease as may be entered into at any time after the Amendment Effective Date

between a Borrower Party (as lessor) or an Intermediate Lessee and an Eligible Carrier (as lessee).

“GAAP” means generally accepted accounting principles as in effect from time to time in the United States, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants) with the most recent audited consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries delivered to the Lender.

“Geneva Convention” means the Convention on the International Recognition of Rights in Aircraft signed in Geneva, Switzerland on June 19, 1948, 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).

“Governmental Authority” means the government of the United States, any other nation or any state, locality or political subdivision of the United States or any other nation, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Grantor Supplement” has the meaning set forth in the Mortgage.

“Guaranteed Obligations” means in respect of the guarantee by each Borrower Party set forth in Article 7 of this Agreement, all Obligations of each other Borrower Party, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“Guarantor Party” has the meaning specified in Section 7.01.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

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

“Indemnified Taxes” means all Taxes except Excluded Taxes.

“Indemnitee” has the meaning specified in Section 8.03(b).

“Initial Intermediate Lessee” means each of the Irish Initial Intermediate Lessee, the French Initial Intermediate Lessee and the Labuan Initial Intermediate

Lessee, in each case until such time (if any) as the Parent Borrower transfers the Equity Interest in such company to Holdings.

“Initial Intermediate Lessee Release Date” means, with respect to any Initial Intermediate Lessee, the first date on which an Initial Intermediate Lessee (i) no longer Owns any Collateral and (ii) is not party to an Intermediate Lease.

“Interest Period” means (i) with respect to the initial Interest Period, the period commencing on the Amendment Effective Date and ending on the last Business Day of December 2009; and (ii) with respect to each subsequent Interest Period, the period commencing on the day following the last day of the preceding Interest Period and ending on the next Quarterly Payment Date (or, if earlier, the Maturity Date).

“Intermediate Lease” means, in respect of any Pool Aircraft, the lease to be entered into between a Borrower (as lessor) and an Intermediate Lessee (as lessee).

“Intermediate Lessee” means, in respect of any Lease of Pool Aircraft, a Person (other than a Borrower) which, subject to the Local Requirements Exception, is wholly owned by a Borrower Party and which the Parent Borrower may determine in accordance with the provisions of Section 2.12(c) shall enter into a Lease as lessor with the applicable Lessee. Each Initial Intermediate Lessee shall be an Intermediate Lessee for purposes of the Loan Documents.

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

“Ireland” means the Republic of Ireland.

“Irish Cape Town Registrations” means the registrations required pursuant to Clause 12.2 of each Irish Mortgage.

“Irish Initial Intermediate Lessee” has the meaning specified in the introductory paragraph of this Agreement.

“Irish Mortgage” means any mortgage over an Aircraft by a Borrower Party incorporated under the laws of Ireland in favor of the Security Trustees, for the benefit of the Secured Parties, in form and substance satisfactory to the Parent Borrower and the Required Persons.

“Irish Solvency Acts” means Section 214 of the Companies Act, 1963 (as amended) and Section 2 of the Companies (Amendment) Act, 1990 (as amended by Section 5 of the Companies (Amendment) (No. 2) Act, 1999.

“Irish Subsidiary Borrower” has the meaning specified in the introductory paragraph of this Agreement.

“JAA” means an associated body of the European Civil Aviation Conference representing the civil aviation regulatory authorities of a number of European states and any agency or instrumentality succeeding to its functions.

“Labuan Initial Intermediate Lessee” has the meaning specified in the introductory paragraph of this Agreement.

“Lease” means a lease agreement relating to any Pool Aircraft, which is listed on (i) Schedule 3.19(b) hereto, as such schedule is supplemented (or, if not so supplemented, required to be supplemented) pursuant to the terms hereof from time to time and (ii) until the Required Perfection Date, Schedule 3.19(d) attached hereto, between a Borrower Party (as lessor), and an Eligible Carrier (as lessee), 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 ILFC, having regard to the customary commercial practice that ILFC applies under similar circumstances in respect of other aircraft owned by it or its Affiliates and not subject to the Mortgage, 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.

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

“Lender Parties” means the Lender and the Security Trustee.

“Lessee” means any lessee party to a Lease.

“Lessee Default” means any default by the applicable Lessee in payment of three months of rent pursuant to such Lease, and such default remains uncured for more than 120 days from the original due date thereof.

“Lessee Limitation Event” means that at any time immediately after giving effect to (a) the addition of a Non-Pool Aircraft to the Designated Pool that is subject to a lease, or (b) the leasing of a Pool Aircraft within the Designated Pool (except pursuant to any Initial Lease or any extension or renewal thereof), any Concentration Limit by Region Percentage will exceed the related Concentration Limit by Region; provided that any Disposition Event with respect to any Pool Aircraft and the consequent removal of such Pool Aircraft from the Designated Pool shall not constitute a “Lessee Limitation Event” and, following

such Disposition Event, the Concentration Limit by Region Percentage will be reset after giving effect to such Disposition Event.

“Lessee Litigation” means, with respect to any Lease, any litigation, claim or arbitration proceeding or proceeding before any Governmental Authority which is pending relating to such Lease whereby the applicable Lessee, or a Governmental Authority, has made a claim that the Lessor has breached the Lease with resulting liability on the part of the Lessor, and such proceeding is continuing in effect without a stay or dismissal thereof for more than 120 days.

“LIBO Rate” means, with respect to the Loan for any Interest Period, the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”) for three-month deposits in Dollars that appears on the display designated as the “Telerate Successor Page 3750”, as published by the “Reuters Monitor Money Rates Services”, or if such display is not available, the display designated as “BBAM 1”, as published by the “Bloomberg Financial Markets Information Services” (or, in either case, such other page or service as may replace it for the purpose of displaying BBA LIBOR of major banks for U.S. dollar deposits) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period. If neither rate is available at such time for any reason, then the “LIBO Rate” with respect to the Loan for such Interest Period shall be the rateper annum determined by the Lender to be representative of the rate per annum at which three-month deposits in Dollars are offered to major banks in the London interbank market in London, England on the last day of the preceding Interest Period.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Litigation Actions” means all litigation, claims and arbitration proceedings, proceedings before any Governmental Authority or investigations which are pending or, to the knowledge of a responsible officer of any Borrower Party, threatened against, any Borrower Party.

“Loan” means the Existing Loans outstanding as of the date hereof. The parties hereto agree that, as of the date hereof, the principal amount of the Loan is $1,700,000,000.

“Loan Documents” means this Agreement, the Security Documents, the Borrower Party Guarantee and the Note.

“Loan Restructuring Date” means the first date on which (a) the Parent Borrower no longer Owns any Pool Aircraft and (b) all Applicable Obligors have been directed to pay all Collections into Collections Accounts in the name of a Borrower Party other than the Parent Borrower.

“Loan-to-Value Ratio” means, as of any LTV Determination Date, the ratio of (i) the outstanding principal amount of the Outstanding ILFC Loans as of such LTV Determination Date, to (ii) the aggregate Appraised Value of all Pool Aircraft included in the Designated Pool as of such LTV Determination Date. For the avoidance of doubt, any payment or prepayment of the Outstanding ILFC Loans on or before the applicable LTV Determination Date shall be taken into account in the calculation of the Loan-to-Value Ratio on such LTV Determination Date.

“Local Requirements Exception” means an exception for Equity Interests or title to a Pool Aircraft held by directors, trustees, nominees, conditional vendors or similar persons under similar arrangements 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 a Borrower or Lessee and which do not have a Material Adverse Effect on the Collateral or any part thereof or the security interest of the Security Trustee.

“LTV Certificate” has the meaning specified in Section 5.11(a)(ix).

“LTV Cure” has the meaning specified in Section 5.22(c).

“LTV Determination Date” has the meaning set forth in Section 5.22(b).

“Maintenance Rent” means, with respect to any Pool Aircraft, maintenance reserves, maintenance rent or other supplemental rent payments based on usage in respect of such Pool Aircraft (or its engines or other parts) payable by the Lessee under the Lease for such Pool Aircraft for the purpose of paying, contributing to, reserving or calculating potential liability in respect of payments for future maintenance and repair of such Pool Aircraft, indemnity payments and any other payments other than scheduled rent payments.

“Material Adverse Effect” means (a) a material adverse effect on the business, assets, liabilities, operations, condition (financial or otherwise), operating results or prospects of the Borrower Parties and their Subsidiaries taken as a whole, (b) a material impairment of the ability of the Borrower Parties taken as a whole to perform any of their respective obligations under any Loan Document, (c) a material impairment of the totality of the rights and remedies of, or benefits available to the Lender Parties and the FRBNY under, the Loan Documents taken as a whole or (d) a material adverse effect on the value of the Collateral taken as a whole.

“Material Agreement” means each of the New Loan Credit Agreement and each agreement set forth on Schedule 1.01(a) hereto.

“Material Indebtedness” means any indebtedness of a Borrower Party for borrowed money (other than the Loan) in an aggregate principal amount exceeding $25,000,000. For purposes hereof, any obligations of a Borrower in respect of the Material Agreements shall constitute “Material Indebtedness”.

“Maturity Date” means September 13, 2013.

“Maximum Rate” has the meaning specified in Section 8.13.

“Monthly Report” means the monthly report in substantially the form of Exhibit C hereto prepared by the Parent Borrower.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means the Aircraft Mortgage and Security Agreement dated as of October 13, 2009 by the Borrower Parties party thereto in favor of the Security Trustees, substantially in the form of Exhibit E hereto, together with any mortgage supplements delivered pursuant to Section 2.12(c) or Section 2.12(d) hereof (in each case as amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Multiemployer Plan” has the meaning assigned to such term in Section 3(37) of ERISA.

“NAIC” shall mean the National Association of Insurance Commissioners or any successor thereto, or in the absence of the National Association of Insurance Commissioners or such successor, any other association, agency or other organization performing advisory, coordination or other like functions among insurance departments, insurance commissioners and similar Governmental Authorities of the various states of the United States toward the promotion of uniformity in the practices of such Governmental Authorities.

“Net Sale Proceeds” means the gross cash proceeds from a sale, transfer or other disposition to a Person other than a Borrower Party actually received by the selling Borrower Party reduced by any expense or Tax that is directly related to such sale, transfer or other disposition and that is documented in detail reasonably acceptable to the Required Persons.

“New Loan” means the $2,000,000,000 term loan made by AIG Funding, Inc. to the Borrowers pursuant to the New Loan Credit Agreement.

“New Loan Credit Agreement” means the Credit Agreement dated as of October 13, 2009 among the Borrower Parties, AIG Funding, Inc. and the Second

Lien Security Trustee (as amended, restated or otherwise modified from time to time).

“New Loan Documents” has the meaning assigned to the term “Loan Documents” in the New Loan Credit Agreement.

“Non-Parent Borrower” means each Borrower other than the Parent Borrower.

“Non-Pool Aircraft” means, as of any date, any aircraft Owned by the Parent Borrower or any of its Subsidiaries (other than any Non-Parent Borrowers) that is not included in the Designated Pool as of such date. For the avoidance of doubt, no Non-Parent Borrower shall own any Aircraft that is not included in the Designated Pool.

“Note” has the meaning set forth in Section 2.05(d).

“Obligations” means all principal of the Loan outstanding from time to time hereunder, all interest (including Post-Petition Interest) on the Loan and all other amounts now or hereafter payable by any Borrower Party under any Loan Document, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising.

“OFAC” has the meaning set forth in Section 3.17.

“Operating Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, trust or other legally authorized incorporated or unincorporated entity, the bylaws, memorandum and articles of association, operating agreement, partnership agreement, limited partnership agreement, trust agreement or other applicable documents relating to the operation, governance or management of such entity.

“Organizational Documents” means with respect to any corporation, limited liability company, partnership, limited partnership, limited liability partnership, trust or other legally authorized incorporated or unincorporated entity, the articles of incorporation, certificate of incorporation, memorandum of association, articles of organization, certificate of limited partnership, certificate of trust or other applicable organizational or charter documents relating to the creation of such entity.

“Other Taxes” means any and all present or future recording, stamp, documentary, excise, transfer, sales, property or similar taxes, charges or levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Outstanding ILFC Loans” means the Loan and the New Loan.

“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. The terms “Ownership” and “Owned by” have a correlative meaning.

“Parent” means American International Group, Inc.

“Parent Facility” means the Credit Agreement dated as of September 22, 2008 between the Parent and the FRBNY, as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including as modified by the waivers and consents granted under the Letter Agreement dated as of October 13, 2009 between the Parent and the FRBNY or otherwise from time to time.

“Patriot Act” has the meaning set forth in Section 5.21(b).

“Permitted Liens” means:

(a) any Lien for Taxes if (i) such Taxes shall not be due and payable, or (ii) such Taxes are being disputed in good faith or contested in good faith by appropriate proceedings and reserves required by GAAP have been made therefor;

(b) any Lien in respect of any Pool 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 proceedings and reserves required by GAAP have been made therefor;

(c) in respect of any Pool Aircraft, any repairer’s, carrier’s or hangar keeper’s, warehousemen’s, mechanic’s or materialmen’s Lien or employee and other like Liens arising in the ordinary course of business by operation of law or under customary terms of repair or modification agreements or any engine or parts-pooling arrangements or other similar Liens if the payment for such Liens (i) is not due and payable or (ii) is not overdue for payment having regard to the relevant trade, in circumstances where no enforcement action against the Aircraft has yet been taken by the relevant holder of the Lien or (iii) is disputed in good faith or contested in good faith by appropriate proceedings and reserves in accordance with GAAP have been made therefor;

(d) any Lien created in favor of the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), the Lender or

the FRBNY pursuant to the Loan Documents and the New Loan Documents;

(e) any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out of judgments or awards against any of the Borrower Parties 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 GAAP have been made therefor; provided that, in any case, no Event of Default has occurred and is continuing;

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

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

(h) the rights of insurers meeting the requirements of Section 2.19 of the Mortgage in respect of a Pool Aircraft, subject to insurance policies having been entered into in the ordinary course of business and according to commercially reasonable terms;

(i) the interests of a voting or owner trustee, as applicable, or of an Intermediate Lessee in connection with the relevant Intermediate Lessee;

(j) any Lien bonded against by any Borrower, any Intermediate Lessee, any Lessee, or other similar third party security (which does not itself result in a Lien on a Pool 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 Required Persons, acting reasonably;

(k) pledges of non-Aircraft Assets or deposits required under a Lease to secure payment obligations of the applicable Borrower Party under that Lease;

(l) any Lease entered into prior to the Amendment Effective Date;

(m) any Eligible Lease;

(n) any Lien resulting directly from any Third Party Event, but only for so long as the Parent Borrower and the applicable Borrower Party are complying with the requirements of the proviso to the last paragraph of Section 2.18(c) of the Mortgage;

(o) any head lease, lease, conditional sale agreement or purchase option granted by a lessor or owner as to the purchase of the related Pool Aircraft under or in respect of any Lease (including to an Affiliate of the Lessee) existing on the date of acquisition of such Pool Aircraft by a Borrower or thereafter granted in accordance with Leasing Company Practice; and

(p) any other Lien with the consent of the Required Persons.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“PGBC” means the Pension Guaranty Benefit Corporation.

“Plan” means, at any date, any employee pension benefit plan (as defined in Section 3(2) of ERISA) which is subject to Title IV of ERISA (other than a Multiemployer Plan) and to which any Borrower Party or any ERISA Affiliate may have any liability, including any liability by reason of having be a substantial employer within the meaning of section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under section 4069 of ERISA.

“Pool Aircraft” means, as of any date, any aircraft Owned by any Borrower and included in the Designated Pool.

“Pool Specifications” is a collective reference to each of the following requirements with respect to the Designated Pool at any time:

(a) the date of manufacture of each Pool Aircraft added to the Designated Pool following the Amendment Effective Date shall be after October 31, 2004;

(b) the aggregate Appraised Value of all Boeing Aircraft at such time shall not exceed 65% of the aggregate Appraised Value of all Pool Aircraft at such time;

(c) the aggregate Appraised Value of all Airbus Aircraft at such time shall not exceed 65% of the aggregate Appraised Value of all Pool Aircraft at such time; and

(d) each Concentration Limit by Type Percentage shall not exceed the related Concentration Limit by Type. The parties hereto agree that the “Pool Specifications” set out above shall not be applicable until the day following the first Appraisal Date to occur after the Amendment Effective Date.

“Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or more of the Borrower Parties (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

“Prohibited Countries” has the meaning set forth in Section 3.17.

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

“Qualified Appraiser” means each of AVITAS, Inc., Aircraft Information Services, Inc. and Aviation Specialist Group and any other appraisal firms selected and retained by the Parent Borrower and approved by the Required Persons.

“Qualifying Lender” means any Lender Party:

	(a)		which is licensed, pursuant to section 9 of the Central Bank Act 1971 of Ireland to carry on banking business in Ireland and whose facility office is located in Ireland and which is carrying on a bona fide banking business in Ireland for the purposes of section 246(3) of the Taxes Consolidation Act 1997 of Ireland;

	(b)		which is an authorized credit institution under the terms of the Directive 2006/48/EC of 14 June 2006 and has duly established a branch in Ireland or has made all necessary notification to its home state competent authorities required thereunder in relation to its intention to carry on banking business in Ireland and such credit institution is recognized by the Revenue Commissioners in Ireland as carrying on a bona fide banking business in Ireland for the purposes of section 246(3) of the Taxes Consolidation Act 1997 of Ireland and has its facility office located in Ireland;

	(c)		which is a body corporate which is resident for the purposes of Tax corresponding to Irish corporation tax in a territory with which Ireland has signed (and not terminated) a double taxation treaty or in a member state of the European Union (other than Ireland) provided that such company does not provide the Loan through or in connection with a branch or agency in Ireland and such company does not hold the Loan in a nominee capacity for another Person;

	(d)		which is the FRBNY;

	(e)		which is a body corporate which advances money in the ordinary course of a trade which includes the lending of money to a company, provided that the interest is paid in Ireland, the interest is taken into account in computing the trading income of such company, and such company has complied with the notification requirements under section 246(5) of the Taxes Consolidation Act 1997 of Ireland, provided that such company does not hold the Loan in a nominee capacity for another Person;

	(f)		in respect of which an authorization granted by the Revenue of Commissioners of Ireland is continuing on such date entitling the Borrowers to pay interest to such Person without deduction of income tax, by virtue of an applicable double tax treaty between the county in which such Person is resident for the purposes of such treaty and Ireland, where such double taxation treaty specifies that no withholding is to be made on interest, and provided such Person does not provide its commitment through or in connection with a branch or agency in Ireland;

	(g)		which is a qualifying company within the meaning of section 110 of the Taxes Consolidation Act 1997 of Ireland and the interest is paid in Ireland, provided that such company does not hold the Loan in a nominee capacity for another Person;

	(h)		which is a body corporate organized or formed under the laws of the U.S. and subject to federal tax in the U.S. on its worldwide income, provided it is not carrying on a trade or business in Ireland through an agency or branch with which the interest payment is connected and such company does not hold the Loan in a nominee capacity for another Person;

	(i)		which is a U.S. limited liability company, provided the members and the ultimate recipients of the interest meet the conditions set out in (c) above and the business conducted through such limited

			liability company is so structured for market reasons and not for tax avoidance purposes and none of such limited liability company, its members or the ultimate recipients of interest are carrying on a trade or business in Ireland through an agency or branch with which the interest payment is connected and such company does not hold the Loan in a nominee capacity for another Person; or

	(j)		which is an investment undertaking within the meaning of section 739B of the Taxes Consolidation Act 1997 of Ireland and the interest is paid in Ireland provided that such investment undertaking does not hold the Loan in a nominee capacity for another Person.

No Lender Party shall be treated as holding the Loan in a nominee capacity for another Person as a result of the Parent Facility, the Borrower Party Guarantee or any transactions relating thereto.

“Qualifying Lender Certificate” means a certificate in the form set forth in Exhibit J to this Agreement.

“Quarterly Payment Date” means the last Business Day of each March, June, September and December.

“Ratify” means, in relation to ratification by any jurisdiction of the Cape Town Convention, that any reservations made by such jurisdiction in ratifying the Cape Town Convention are reasonably acceptable to the Required Persons, except that the Required Persons consent to the reservations to the Cape Town Convention made by the countries of registration of the Pool Aircraft set forth on Schedule 3.19(a) as of the Amendment Effective Date and corresponding reservations made by other countries that ratify the Cape Town Convention after the Amendment Effective Date. The term “Ratified” has a correlative meaning.

“Records” means all Leases and other documents, books, records and other information (including, without limitation, computer programs, tapes, disks, data processing software (to the extent permitted by any applicable licenses) and related property rights) directly related to the Leases and the Aircraft Assets related to the Pool Aircraft and the servicing thereof.

“Region” means Americas, Asia and Pacific, Europe, Middle East and Africa. The respective countries contained in each Region are set out in Annex 3 hereto.

“Removed Aircraft” has the meaning set forth in Section 2.07(b).

“Representatives” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents, attorneys, accountants and other professional advisers of such Person and such Person’s Affiliates.

“Required Cape Town Registrations” has the meaning set forth in the Mortgage.

“Required Perfection Date” means the date on which all Express Perfection Requirements shall have been satisfied with respect to the Required Pool Aircraft, as more fully set forth in clause (ii) of the definition of “Express Perfection Requirements”.

“Required Persons” means the FRBNY and the Lender.

“Required Pool Aircraft” means those Aircraft listed on Schedule 1.01(b) hereto.

“Requirement of Law” means, as to any Person, any law, treaty, rule, order or regulation or determination of a regulatory authority or arbitrator or a court or other Government Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including, without limitation, each Applicable Foreign Aviation Law applicable to such Person or the aircraft Owned or operated by it or as to which it has a contractual responsibility.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“Sanctions” has the meaning set forth in Section 3.17.

“Second Lien Security Trustee” has the meaning specified in the Mortgage.

“Secured Obligations” has the meaning set forth in the Mortgage.

“Secured Parties” has the meaning assigned to the term “Fourth Lien Secured Parties” in the Mortgage.

“Security Deposit” means any security deposits and any payments made to reinstate security deposits payable by any Lessee under a Lease.

“Security Documents” means the Mortgage, the Control Agreements, the Charges Over Shares, the Irish Mortgages and each other agreement, supplement, instrument or document executed and delivered pursuant to Section 2.12 or Section 5.02 to secure any of the Obligations.

“Security Trustee” has the meaning assigned to the term “Fourth Lien Security Trustee” in the Mortgage.

“Security Trustees” means the First Lien Security Trustee, the Second Lien Security Trustee, the Third Lien Security Trustee and the Security Trustee.

“SPC” means the Irish Subsidiary Borrower, the US Subsidiary Borrower and any other entity wholly owned (except to the extent of the Local Requirements Exception) by a Borrower or Holdings and established following the Amendment Effective Date for the limited purpose of owning and/or leasing and/or acquiring Aircraft Assets, entering into the Loan Documents pursuant to Section 2.12(d), securing its Obligations with a Lien on all of the Aircraft Assets owned by it and engaging in related activities. No SPC shall be organized under the laws of a jurisdiction other than the United States (or a state thereof) or, so long as such entity meets the requirements set forth in Section 5.26(c), Ireland, unless the Required Persons, acting reasonably, otherwise consent.

“Specified Representation Deficiency” has the meaning set forth in Section 2.12(h).

“subsidiary” means, with respect to any Person (the “parent”) at any date, (a) any corporation, limited liability company, partnership or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date and (b) any other corporation, limited liability company, partnership or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (ii) that is otherwise Controlled as of such date, by the parent and/or one or more of its subsidiaries.

“Subsidiary” means any direct or indirect subsidiary of a Borrower Party.

“Supplemental Cape Town Pool Aircraft” means each Aircraft listed in Section A of Schedule 3.19(c) hereto.

“Supplemental Geneva Pool Aircraft” means each Aircraft listed in Section B of Schedule 3.19(c) hereto.

“Supplemental Non-Treaty Pool Aircraft” means each Aircraft listed in Section C of Schedule 3.19(c) hereto.

“Supplemental Pool Aircraft” means all Aircraft listed on Schedule 3.19(c) hereto and shall include, for the avoidance of doubt, each Supplemental Cape Town Pool Aircraft, each Supplemental Geneva Pool Aircraft and each Supplemental Non-Treaty Pool Aircraft.

“Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“Third Lien Security Trustee” has the meaning specified in the Mortgage.

“Third Party Event” has the meaning specified in the Mortgage.

“Title 49” means Title 49 of the United States Code, which, among other things, recodified and replaced the U.S. Federal Aviation Act of 1958, and the rules and regulations promulgated pursuant thereto or any subsequent legislation that amends, supplements or supersedes such provisions.

“Type” means, with respect to an Aircraft, the designation of such Aircraft as one of the following types: A319-100, A320-200, A321-200, A330-200/300, A340-600, B737-700/800, B777-200ER/300ER and B787-800.

“Type A Required Pool Aircraft” means each Aircraft listed in Section A of Schedule 1.01(b).

“Type B Required Pool Aircraft” means each Aircraft listed in Section B of Schedule 1.01(b).

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

“UCC Financing Statement” means any financing statement to be filed in any appropriate filing office in any UCC Jurisdiction and that (i) indicates the applicable Collateral by any description which reasonably approximates the description contained in this Agreement and in the Mortgage as all applicable assets of the applicable Borrower Party or words of similar effect, regardless of whether any particular asset comprised in such Collateral falls within the scope of Article 9 of the UCC or other similar provisions of the UCC Jurisdiction, and (ii) contains any other information required by part 5 of Article 9 of the UCC, or by any other applicable provision under the laws of the UCC Jurisdiction, for the sufficiency or filing office acceptance of any financing statement or amendment; provided, however, that in addition to any financing statement to be filed in any appropriate filing office in any UCC jurisdiction, UCC Financing Statements shall include at all times financing statements to be filed in the State of California and the District of Columbia.

“UCC Jurisdiction” means any Uniform Commercial Code jurisdiction in which the filing of a UCC Financing Statement is effective to perfect a security interest in the Collateral under this Agreement, the Mortgage, or any other Loan Document.

“Unfunded Pension Liability” means the excess of a Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that

Plan’s assets, determined in accordance with the assumptions used for funding the Plan pursuant to Section 412 of the Code for the applicable plan year.

“United States” means the United States of America.

“UNSC” has the meaning set forth in Section 3.17.

“U.S. Subsidiary Borrower” has the meaning set forth in the introductory paragraph of this Agreement.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02. Terms Generally. The definitions of terms herein (including those incorporated by reference to another document) apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the word “property” shall be construed to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 1.03. Accounting Terms; Changes in GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to time.

ARTICLE 2
The Credits

Section 2.01. [Intentionally Omitted].

Section 2.02. [Intentionally Omitted].

Section 2.03. [Intentionally Omitted].

Section 2.04. Interest. (a) Subject to the provisions of this Section 2.04, the Loan shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be) at a rate per annum equal to the LIBO Rate for the Interest Period in effect plus the Applicable Margin.

(b) If the Borrowers shall default in the payment of any principal of or interest on the Loan or any other amount due hereunder, by acceleration or otherwise, then, until such defaulted amount shall have been paid in full, to the extent permitted by law, all such overdue amounts due from the Borrowers under this Agreement and the other Loan Documents shall bear interest (after as well as before judgment), payable on demand, at a rate equal to (i) the rate otherwise applicable to the Loan pursuant to Section 2.04(a) plus (ii) 2.00% per annum.

(c) Interest accrued on the Loan shall be payable in arrears on each Quarterly Payment Date, shall be calculated to include the first day of each Interest Period and to exclude the last day of each Interest Period (or the Maturity Date in the case of the last Interest Period hereunder) and shall be paid into the FRBNY Account; provided that (i) interest accrued pursuant to Section 2.04(b) shall be payable on demand, (ii) upon any repayment of the Loan, interest accrued on the principal amount repaid shall be payable on the date of such repayment, and (iii) interest attributable to that portion of the Applicable Margin in excess of 3.00% (or 6.00% if the Required Perfection Date has not occurred by December 1, 2009 (until the Required Perfection Date has occurred)) per annum shall be paid into an account designated by the Lender as opposed to the FRBNY Account.

(d) The Lender shall determine, in accordance with the terms of this Agreement, each interest rate applicable to the Loan hereunder. The Lender shall promptly notify the Borrowers and the FRBNY of each rate of interest so determined, and its determination thereof shall be prima facie evidence thereof.

Section 2.05. Payment at Maturity; Evidence of Debt. (a) The Borrowers jointly and severally agree to pay to the Lender on the Maturity Date the then unpaid principal amount of the Loan by deposit into the FRBNY Account. The unpaid principal amount of the Loan outstanding at any time shall be deemed reduced by any amounts paid by any Borrower Party under the Borrower Party Guarantee on a dollar-for-dollar basis.

(b) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to the Lender

resulting from the Loan, including the amounts of principal and interest payable and paid to the Lender from time to time.

(c) The entries made in the accounts maintained pursuant to subsection (b) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that any failure by the Lender to maintain such accounts or any error therein shall not affect the Borrowers’ obligation to repay the Loan in accordance with the terms of this Agreement.

(d) On the Amendment Effective Date, the Borrowers shall provide the Lender with a promissory note, substantially in the form of Exhibit I hereto, evidencing the Loan (the “Note”). Promptly following the Amendment Effective Date, the Lender shall return any promissory note delivered by the Parent Borrower in connection with the Existing Loans to the Parent Borrower.

Section 2.06. [Intentionally Omitted].

Section 2.07. Optional and Mandatory Prepayments. (a) Optional Prepayments. The Borrowers will have the right at any time to prepay the Outstanding ILFC Loans in whole or in part in amounts not less than $10,000,000 or increments of $1,000,000 in excess thereof and otherwise in accordance with the provisions of this Section by deposit into the FRBNY Account.

(b) Mandatory Prepayments.

(i) Immediately upon the sale, transfer or other disposition by any Borrower of any Pool Aircraft or by Holdings or a Borrower of Equity Interests in a Non-Parent Borrower or an Intermediate Lessee (each such sale, transfer or other disposition, a “Disposition Event”), the Borrowers, or Holdings as the case may be, shall forthwith prepay an aggregate principal amount of the Outstanding ILFC Loans equal to 75% of the Net Sale Proceeds from such Disposition Event by deposit into the FRBNY Account; provided that the Borrowers shall not be required to prepay the Outstanding ILFC Loans following a transfer of any Aircraft Asset to another Borrower Party in accordance with Section 2.12(a) or Section 5.25.

(ii) With respect to any Event of Loss suffered by a Pool Aircraft, the Borrowers shall, upon the receipt of any hull insurance, condemnation or other proceeds in respect of such Event of Loss, prepay an aggregate principal amount of the Outstanding ILFC Loans equal to 75% of the net proceeds received on account of such Event of Loss by deposit into the FRBNY Account; provided that such “net proceeds” shall not include any amounts to the extent required under the applicable Lease to be paid over to such Lessee pursuant to such Lease;

(iii) Concurrently with the removal of any Pool Aircraft from the Designated Pool in accordance with Section 2.12(b) where the Borrower has notified the Lender Parties and the FRBNY that it does not intend to sell or otherwise dispose of the applicable Pool Aircraft (except to the Parent Borrower or one of its Subsidiaries) or where any sale, transfer or other disposition does not result in any Net Sale Proceeds (unless (i) a Non-Pool Aircraft is being substituted for such Pool Aircraft in accordance with Section 2.12(b) or (ii) the Supplemental Pool Aircraft are being removed from the Designated Pool in accordance with Section 2.15), the Borrowers shall prepay an aggregate principal amount of the Outstanding ILFC Loans equal to 75% of the most recent Appraised Value (which shall be deemed to be $0.00 in the case of any Pool Aircraft subject to an event described in clause (a) to the proviso of the definition of “Appraised Value”) of such Pool Aircraft by deposit into the FRBNY Account; and

(iv) Upon a Change in Control the Borrowers shall prepay the Outstanding ILFC Loans in full by deposit into the FRBNY Account.

If, following removal of a Pool Aircraft from the Designated Pool in the circumstances described in Section 2.07(b)(iii) (a “Removed Aircraft”), the Borrower sells such Removed Aircraft to a Person other than the Parent Borrower or one of its Subsidiaries within three months of such removal, the Borrowers shall promptly make additional prepayment in respect of the aggregate amount of Outstanding ILFC Loans equal to 75% of the excess, if any, of the Net Sale Proceeds over the Appraised Value of such Removed Aircraft as if such Removed Aircraft were subject to clause (b)(i) above.

(c) Accrued Interest. Each prepayment of the Outstanding ILFC Loans shall be accompanied by accrued interest on the amount being prepaid to the date of such prepayment.

(d) Notice of Prepayments. The Borrowers shall notify the Required Persons by telephone (confirmed by telecopy) of any prepayment of the Outstanding ILFC Loans hereunder not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment in the case of a prepayment under Section 2.07(a) and one Business Day before the date of prepayment in the case of a prepayment under Section 2.07(b). Each such notice shall be irrevocable and shall specify the prepayment date, the principal amount of the Outstanding ILFC Loans to be prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such mandatory prepayment setting forth, if applicable, the gross cash proceeds resulting from the event giving rise to such mandatory prepayment and any expenses or deductions (including amounts payable to the Lessee or buyer, actual broker’s fees or commissions, legal fees and Taxes) incurred in connection with such event.

Section 2.08. [Intentionally Omitted].

Section 2.09. Taxes. (a) Unless required by applicable law, all payments by any Borrower under the Loan Documents shall be made free and clear of and without deduction for any Taxes; provided that, if any Borrower shall be required to deduct any Taxes from such payments, then (i) if such Taxes are Indemnified Taxes or Other Taxes, the sum payable will be increased as necessary so that, after all required deductions (including deductions applicable to additional sums payable under this Section) are made, each relevant Lender Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrowers shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrowers shall indemnify each Lender Party, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by such Lender Party with respect to any payment by or obligation of the Borrowers under the Loan Documents (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment delivered to the Borrowers by a Lender Party shall be conclusive absent manifest error.

(d) As soon as practicable after any Borrower pays to a Governmental Authority any Taxes that have been deducted or withheld from any amount payable to a Lender Party pursuant to the Loan Documents, such Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.

(e) On or before the Amendment Effective Date, each Lender Party shall deliver to the Parent Borrower (and from time to time after the Amendment Effective Date if requested by any Borrower Party, each Lender Party shall deliver promptly to that Borrower Party) two duly completed and executed Internal Revenue Service (“IRS”) Forms W-9 (or successor IRS forms thereto) claiming exemption from backup withholding Tax. In addition, in the event that any Borrower Party is or in the future shall be organized in or tax-resident in any country other than the United States, each Lender Party shall deliver promptly to that Borrower Party such certificates, documents or information as are requested

by that Borrower Party in order to reduce or eliminate any Tax that would otherwise be required under applicable law to be deducted or withheld from any payment to that Lender Party, to the extent that the Lender Party legally is able to do so. Without limiting the foregoing, on or before the Amendment Effective Date, the Lender shall deliver to the Irish Subsidiary Borrower (and from time to time after the Amendment Effective Date as requested by any Borrower Party that is Tax-resident in Ireland, the Lender shall deliver promptly to that Borrower Party, to the extent the Lender legally is able to do so) two duly completed and executed copies of a Qualifying Lender Certificate. The foregoing requirement to deliver a Qualifying Lender Certificate shall not apply to the FRBNY in the event of an assignment by the Lender of any of its rights hereunder to the FRBNY pursuant to Section 8.04(b). Each Lender Party shall promptly inform the applicable Borrower Party in writing, in the event that (x) in the case of the Lender, the Lender ceases to be a Qualifying Lender or there is a change as to which subclause (a) through (j)) of the definition of “Qualifying Lender” the Lender satisfies, or (y) there is a change to the information set forth in the forms, certificates, documents provided by, or other information provided by, such Lender Party pursuant to the three preceding sentences.

(f) If a Lender Party determines, in its sole discretion, that it has received a refund (or credit or offset against an Excluded Tax in lieu of a cash refund of an Indemnified Tax or Other Tax) of any Indemnified Taxes or Other Taxes as to which it has been indemnified by a Borrower or with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay to that Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by that Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to such refund (or credit or offset)), net of all Taxes resulting from such refund and out-of-pocket expenses of the Lender Party, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund (or credit or offset)), provided that the applicable Borrower, upon the request of the Lender, agrees to repay the amount so paid over to that Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender Party in the event the Lender Party is required to repay such refund to such Governmental Authority. Nothing in this Section 2.09(f) shall be construed to require a Lender Party to make available its Tax returns (or any other information relating to its Taxes that the Lender Party, acting in good faith, deems confidential) to any Borrower.

(g) Upon the occurrence of any event that could otherwise give rise to the operation of the grossup in Section 2.09(a)(i) or the indemnification in Section 2.09(c) with respect to a Lender Party, that Lender Party will, if requested by a Borrower Party, use reasonable efforts to agree to a restructuring of the Loan in a manner that eliminates or reduces (as far as is legally possible) the Tax as to which there is a grossup or indemnification obligation, provided that such

restructuring in the sole judgment of that Lender Party (acting in good faith) will cause the Lender Party to suffer no economic or legal disadvantage, and provided, further, that nothing in this Section shall affect or postpone any of the obligations of the Borrowers or the rights of the Lender Parties pursuant to Sections 2.09(a) and (c).

Section 2.10. Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) The Borrowers shall make each payment required to be made by it under the Loan Documents (whether of principal, interest or fees or amounts payable under Section 2.09 or otherwise) before the time expressly required under the relevant Loan Document for such payment (or, if no such time is expressly required, before 12:00 noon, New York City time), on the date when due, in immediately available funds, without set-off or counterclaim. Any amount received after such time on any day may, in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the FRBNY Account. If any payment under any Loan Document shall be due on a day that is not a Business Day, the date for payment will be extended to the next succeeding Business Day and, if such payment accrues interest, interest thereon will be payable for the period of such extension. All payments under each Loan Document shall be made in dollars.

(b) If at any time insufficient funds are received in the FRBNY Account to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, to pay interest and fees then due hereunder and (ii) second, to pay principal then due hereunder.

(c) In connection with any prepayment of the Outstanding ILFC Loans in accordance with Section 2.07, the parties hereto agree that such prepayment shall be applied (i) first, to prepay the Loan and (ii) second, to prepay the New Loan, except as may be otherwise agreed by the Required Persons and the Parent Borrower.

Section 2.11. Collection Accounts.

(a) The Borrower Parties have established on or prior to the Amendment Effective Date one or more interest-bearing or non-interest bearing deposit accounts (collectively, the “Collection Accounts”). The parties hereto agree that, subject to the Mortgage, the Security Trustee shall have control of each Collection Account and all monies, instruments and other property from time to time on deposit therein pursuant to a Deposit Account Control Agreement, which shall provide that the applicable Borrower Party is entitled to provide instructions to the applicable depository bank regarding the withdrawal, transfer or payment of funds on deposit in such Collection Account prior to such depository bank

receiving notice from the Security Trustee of the occurrence and continuance of an Event of Default.

(b) On or prior to the Amendment Effective Date, each Borrower Party has instructed all Lessees and other Applicable Obligors, and after the Amendment Effective Date shall instruct all future Lessees and other Applicable Obligors, to make payment of Collections in respect of any Lease or Disposition Event only by wire transfer directly to a Collection Account. Schedule 2.11 lists all Collection Accounts as of the Amendment Effective Date, and such schedule correctly identifies with respect to each such Collection Account (1) the name, address and telephone number of the applicable depository bank, (2) the name in which such account is held and (3) the complete account number therefor. In the event that any Borrower Party receives any cash, checks, money orders or any other form of payment as Collections in respect of a Lease or Disposition Event directly, such Borrower Party shall deposit such cash, checks, money orders or other form of payment of Collections, in the form so received (with all necessary endorsements), into a Collection Account as promptly as practicable but not later than the close of business on the Business Day two Business Days following the day such Borrower Party has actual knowledge of receipt thereof.

(c) If, for any reason, a Control Agreement with respect to a Collection Account terminates or any depository bank fails to comply with its obligations under a Control Agreement to which it is a party, then the applicable Borrower Party shall promptly notify all Applicable Obligors who had previously been instructed to make wire payments to a Collection Account maintained at such depository bank to make all future payments directly to a different Collection Account maintained at a different depository bank. No Borrower Party shall close any Collection Account unless it shall have, subject to the Mortgage, (i) received the prior written consent of the Required Persons, (ii) established a new account with a new depositary institution satisfactory to the Security Trustee in its reasonable discretion, (iii) entered into a Deposit Account Control Agreement covering such new account with such new depositary institution in a form that is satisfactory in all respects to the Security Trustee in its reasonable discretion (whereupon, for all purposes of this Agreement, such new account shall become a Collection Account) and (iv) taken all such action as the Security Trustee shall require to grant a security interest in and Lien on such new Collection Account in favor of the Security Trustee.

Section 2.12. Transfer of Pool Aircraft to Another Borrower; Removal of Pool Aircraft from the Designated Pool; Intermediate Lessees; Designated Borrowers. (a) Transfer of Pool Aircraft to Another Borrower. Subject to Section 5.29, after the Amendment Effective Date, each Borrower (for purposes hereof, the “Transferor Borrower”) shall be free to transfer any Pool Aircraft Owned by it (and any other Aircraft Assets directly related to such Pool Aircraft) to another Borrower (subject, if applicable, to the Local Requirements Exception)

(for purposes hereof, the “Transferee Borrower”); provided that prior to such transfer (i) no Event of Default shall have occurred and be continuing, (ii) the Transferor Borrower shall have provided at least twenty (20) days’ prior revocable written notice to the Lender Parties and the FRBNY of its intention to transfer such Pool Aircraft (and related Aircraft Assets), (iii) the Transferee Borrower shall have provided the Required Persons with evidence, in form and substance satisfactory to them, that the requirements of Section 60 of the Companies Act 1963 (as amended) of Ireland and the analogous provisions of any other jurisdiction in relation to financial assistance have been complied with in full by such Transferee Borrower and (iv) the Transferee Borrower shall have provided the Security Trustee (A) with all security agreements, mortgages and other similar instruments, agreements, certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA and the International Registry and, where the Transferee Borrower is incorporated under the laws of Ireland, an Irish Mortgage and the Irish Cape Town Registrations) as the Required Persons may reasonably request to grant to the Security Trustee, for the benefit of the Secured Parties, a perfected security interest in, and Lien on, all Pool Aircraft (and related Aircraft Assets) so transferred, to the same extent, and with the same priority, as that held by the Security Trustee immediately prior to such transfer (it being understood and agreed that, with respect to each applicable Aircraft Asset, only the Express Perfection Requirements shall apply) and (B) with proof satisfactory to the Required Persons that (1) such Transferee Borrower, or any applicable Lessee, has obtained all insurance, endorsements and other documents required by Section 2.19 of the Mortgage (regardless of whether such Transferee Borrower is a party to the Mortgage) with respect to such Pool Aircraft (and related Aircraft Assets), (2) if not previously delivered to each applicable Lessee, such Transferee Borrower has delivered irrevocable instructions to each applicable Lessee instructing it to pay all amounts in respect of any Lease directly to a Collection Account, (3) the ownership interest of the Transferee Borrower in the applicable Aircraft Asset is fully perfected and has been filed on the local aviation or other applicable register if required to be so filed and any other necessary filings have been made to perfect such ownership, (4) each applicable Lessee has consented to such transfer if such consent is required under the Lease and (5) if applicable, the provisions of Section 5.26(c) are satisfied. For the avoidance of doubt, upon satisfaction of the conditions set forth in the proviso of the preceding sentence, any Pool Aircraft so transferred shall remain in the Designated Pool and be considered in the calculation of the Loan-to-Value Ratio to the same extent that such Pool Aircraft would have been considered in such calculation had such Pool Aircraft continued to be Owned by the Transferor Borrower. Within 21 days following the transfer of a Pool Aircraft to a Transferee Borrower incorporated under the laws of Ireland, such Transferee Borrower shall cause all Security Documents required under clause (A) above 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 Required Persons.

(b) Removal of Pool Aircraft from the Designated Pool. Following the Required Perfection Date, any Borrower may remove any Pool Aircraft from the Designated Pool at any time and from time to time and, in connection therewith, may assign the Equity Interests in any Intermediate Lessee if, following such removal, such Intermediate Lessee will no longer be party to any Lease; provided that (i) the applicable Borrower shall have provided at least twenty (20) days’ revocable prior written notice to the Lender Parties and the FRBNY prior to any such removal and shall indicate in such notice whether the subject Pool Aircraft is to be sold upon such removal, (ii) after giving pro forma effect to such removal, the Borrowers shall be in compliance with Section 5.22(a) and the Pool Specifications and (iii) concurrently with such removal, the Borrowers shall have prepaid the Outstanding ILFC Loans in accordance with Section 2.07(b)(i) or Section 2.07(b)(iii), as the case may be, unless one or more Non-Pool Aircraft has been provided in substitution for such Pool Aircraft (provided that (x) each such substitute Aircraft shall (A) have a date of manufacture after October 31, 2004 and (B) be otherwise satisfactory to the Required Persons and (y) after giving pro forma effect to each such substitution the Designated Pool shall be in compliance with the Pool Specifications). Upon satisfaction of the conditions set forth in the preceding sentence with respect to any Pool Aircraft, each Security Trustee’s security interest in, and Lien on, such Pool Aircraft (and any other Aircraft Assets directly related to such Pool Aircraft) shall be automatically released, and if such removal is effected by the transfer of Equity Interests in an entity owning and/or leasing such Pool Aircraft, the applicable security interests in, and Liens on, such entities shall be released in accordance with Section 2.12(g). The Security Trustees shall promptly execute and deliver to the applicable Borrower, at the applicable Borrower’s expense, all documents that the applicable Borrower shall reasonably request to evidence their release of the security interests in, and Liens on, the applicable Pool Aircraft (and any other Aircraft Assets directly related to such Pool Aircraft).

(c) Intermediate Lessees. In connection with (i) the replacement of any Lease of Pool Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool pursuant to Section 5.22, or (iii) any Requirement of Law, any Borrower shall be entitled, by giving notice (an “Intermediate Lease Notice”) to the Lender Parties and the FRBNY, to enter into an Intermediate Lease with an Intermediate Lessee with respect to such Aircraft; provided that:

(A) such Intermediate Lessee has been established pursuant to Organizational Documents and Operating Documents in form and substance satisfactory to the Required Persons;

(B) if such Intermediate Lessee is not an Initial Intermediate Lessee, such Intermediate Lessee shall have executed and delivered to the Required Persons (1) at least twenty (20) days prior to entering into an Intermediate Lease, a Designated Borrower/Intermediate Lessee Request and Assumption Agreement, (2) a supplement to each of the Borrower Party Guarantee and the First Lien Guarantee, (3) a Grantor Supplement and (4) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable) and the International Registry) as the Required Persons may reasonably request to grant to the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Intermediate Lessee’s assets (it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied);

(C) if such Intermediate Lessee shall have established a Collection Account in its own name, the Security Trustee shall, subject to the Mortgage, have control of such Collection Account pursuant to a Deposit Account Control Agreement;

(D) such Intermediate Lessee shall have instructed any applicable Lessee to make all payments in respect of any applicable Lease by wire transfer directly to a Collection Account;

(E) if such Intermediate Lessee is not an Initial Intermediate Lessee, the Borrower Party that owns the Equity Interests of such Intermediate Lessee shall (unless such Intermediate Lessee is an Initial Intermediate Lessee) have delivered to the Security Trustee a Collateral Supplement and, if applicable, an Additional Charge Over Shares, sufficient to grant the Security Trustee, for the benefit of the Secured Parties, a security interest in, and Lien on, such Equity Interests;

(F) the Required Persons shall have received with respect to such Intermediate Lessee such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to them, as may be required by them in their sole discretion;

(G) The Required Persons shall have received evidence in a form and substance satisfactory to them that the requirements of Section 60 of the Companies Act 1963 (as

amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance, have been complied with in full by such Intermediate Lessee; and

(H) if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (B) and (E) above, the relevant Intermediate Lessee and/or the relevant Borrower Party, as applicable, shall cause each such Security Document 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 Required Persons.

(d) Designated Borrowers. The Parent Borrower may at any time, upon not less than twenty (20) days’ revocable notice from the Parent Borrower to the Lender Parties and the FRBNY, designate any SPC that is a Subsidiary of Holdings as a Designated Borrower hereunder by delivering to the Lender Parties and the FRBNY) a duly executed notice and agreement in substantially the form of Exhibit F (a “Designated Borrower/Intermediate Lessee Request and Assumption Agreement”); provided that:

(i) such Designated Borrower has been established pursuant to Organizational Documents and Operational Documents in form and substance satisfactory to the Required Persons;

(ii) such Designated Borrower shall have executed and delivered to the Required Persons (A) a supplement to the Borrower Party Guarantee and the First Lien Guarantee, (B) a Grantor Supplement, (C) where such Designated Borrower is incorporated under the laws of Ireland, an Irish Mortgage in respect of each Aircraft owned by such Designated Borrower and (D) such certificates, opinions and documents (including UCC Financing Statements, charge documents and registrations and recordings with the FAA (if applicable) and the International Registry) as the Required Persons may reasonably request to grant to the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a perfected security interest in, and Lien on, all of the Designated Borrower’s assets (it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied);

(iii) if such Designated Borrower shall have established a Collection Account in its own name, the Security Trustee shall, subject to the Mortgage, have control of such Collection Account pursuant to a Deposit Account Control Agreement;

(iv) such Designated Borrower shall have instructed any applicable Lessee to make Collections payments in respect of any applicable Lease by wire transfer directly to a Collection Account;

(v) Holdings shall have delivered to the Lender and the Security Trustees a Collateral Supplement and, if applicable, an Additional Charge Over Shares sufficient to grant the Security Trustees, for the benefit of the Secured Parties (as defined in the Mortgage), a security interest in, and Lien on, all of the Equity Interests of such Designated Borrower;

(vi) the Required Persons shall have received with respect to such Designated Borrower such supporting resolutions, incumbency certificates, opinions of counsel and other documents or information, in form, content and scope reasonably satisfactory to the Required Persons, as may be required by the Required Persons in their sole discretion;

(vii) where such Designated Borrower is incorporated under the laws of Ireland, within 21 days following the execution of the Security Documents referred to at (ii), (iii) and (v) above, such Designated Borrower shall cause each such Security Document, or the particulars thereof, 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 Required Persons; and

(viii) the Required Persons shall have received evidence in a form and substance satisfactory to them that the requirements of Section 60 of the Companies Act 1963 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance, have been complied with in full by such Designated Borrower.

Notwithstanding anything in this Agreement to the contrary but subject to Section 5.02(b) and Section 5.02(c), each Borrower Party shall be entitled at any time to change its legal form, jurisdiction of organization or jurisdiction of Tax residence, provided that it satisfies the requirements set forth in the proviso in the preceding sentence in the same manner as if it were a Designated Borrower.

(e) Joint and Several Obligations. The Obligations of the Borrowers (including each Designated Borrower) shall be joint and several in nature.

(f) Designated Borrower Appointment of Agent. Each Subsidiary of a Borrower Party that becomes a “Designated Borrower” pursuant to this Section 2.12 hereby irrevocably appoints the Parent Borrower as its agent for all purposes relevant to this Agreement and each of the other Loan Documents, including (i) the giving and receipt of notices (including as agent for service of process) and

(ii) the execution and delivery of all documents, instruments and certificates contemplated herein and all modifications hereto. Any acknowledgment, consent, direction, certification or other action which might otherwise be valid or effective only if given or taken by all Borrowers, or by each Borrower acting singly, shall be valid and effective if given or taken only by the Parent Borrower, whether or not any such other Borrower joins therein. Any notice, demand, consent, acknowledgement, direction, certification or other communication delivered to the Parent Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Designated Borrower.

(g) Termination of Designated Borrower Status. The Parent Borrower may from time to time, upon not less than twenty (20) days’ revocable prior written notice from the Parent Borrower to the Required Persons, terminate a Designated Borrower’s or an Intermediate Lessee’s status as such, provided that (i) in the case of a Designated Borrower, such Designated Borrower Owns no assets or will Own no Aircraft Assets after giving effect to any transfer of Pool Aircraft and related Aircraft Assets or the Equity Interests in such Designated Borrower that occurs simultaneously with the termination of such Designated Borrower’s status as such and (ii) in the case of an Intermediate Lessee, such Intermediate Lessee is not party to an Intermediate Lease or will not be after giving effect to any transfer of the Equity Interests in such Intermediate Lessee that occurs simultaneously with the termination of such Intermediate Lessee’s status as such. If a Designated Borrower or Intermediate Lessee’s status is terminated as such, the Security Trustees’ security interests in, and Liens on, the Equity Interest in and the assets of such Designated Borrower or Intermediate Lessee shall be automatically released. The Security Trustee shall promptly execute and deliver to the applicable Borrower, at the applicable Borrower’s expense, all documents that the applicable Borrower shall reasonably request to evidence its release of the security interests in and Liens on, the applicable Equity Interest and other assets released in accordance with the previous sentence.

(h) Specified Representation Deficiency. Notwithstanding anything to the contrary herein, the status of any Subsidiary of the Parent Borrower as a Designated Borrower or an Intermediate Lessee shall terminate, for purposes of the calculation of the Loan-to-Value Ratio only (until the status of such Subsidiary as a Designated Borrower or an Intermediate Lessee is terminated as such for all purposes in accordance with this Agreement), immediately if, at any time, the Parent Borrower and such Subsidiary are not able to make any of the representations set forth below with respect to such Subsidiary at such time and any Pool Aircraft owned by it shall immediately be deemed to have an Appraised Value of $0.00 (the occurrence of such situation with respect to such Subsidiary, a “Specified Representation Deficiency”):

(i) Such Subsidiary is subject to civil and commercial laws with respect to its Obligations under this Agreement and the other Loan

Documents to which it is a party (collectively as to such Subsidiary, the “Applicable Subsidiary Documents”), and the execution, delivery and performance by such Subsidiary of the Applicable Subsidiary Documents constitute and will constitute private and commercial acts and not public or governmental acts. Neither such Subsidiary nor any of its property has any immunity from jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which such Subsidiary is organized and existing in respect of its obligations under the Applicable Subsidiary Documents.

(ii) The Applicable Subsidiary Documents are in proper legal form under the laws of the jurisdiction in which such Designated Borrower is organized and existing for the enforcement thereof against such Designated Borrower under the laws of such jurisdiction, and to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Subsidiary Documents.

(iii) It is not necessary to ensure the legality, validity, enforceability, priority or admissibility in evidence of the Applicable Subsidiary Documents that the Applicable Subsidiary Documents be filed, registered or recorded with, or executed or notarized before, any court or other authority in the jurisdiction in which such Subsidiary is organized and existing or that any registration charge or stamp or similar tax be paid at such time on or in respect of the Applicable Subsidiary Documents or any other document, except for (A) any such filing, registration, recording, execution or notarization as has been made and (B) any charge or tax as has been timely paid.

(iv) There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any deduction or withholding, imposed by any Governmental Authority in or of the Subsidiary’s jurisdiction of organization or Tax residence or in which the Subsidiary has an office either (A) on or by virtue of the execution or delivery of the Applicable Subsidiary Documents or (B) on any payment to be made at such time by such Subsidiary pursuant to the Applicable Subsidiary Documents, except (i) for Excluded Taxes described in clause (c) or (d) of the definition of such term or (ii) as has been disclosed to the Lender Parties and the FRBNY and is not material (as determined by the FRBNY acting reasonably) or (iii) in the case of clause (A), as have been paid.

(v) The execution, delivery and performance of the Applicable Subsidiary Documents executed by such Subsidiary are, under applicable foreign exchange control regulations of the jurisdiction in which such Subsidiary is organized and existing, not subject to any notification or

authorization at such time except (A) such as have been made or obtained or (B) such as cannot be made or obtained until a later date (provided that any notification or authorization described in clause (B) shall be made or obtained as soon as is reasonably practicable).

The Parent Borrower agrees to give prompt notice (not to exceed five (5) Business Days) to the Lender Parties and the FRBNY after it obtains knowledge of any Specified Representation Deficiency and, upon such notice, will provide a LTV Certificate as of the date of such notice giving pro forma effect to removal of such Subsidiary as a Borrower Party.

Section 2.13. Restructuring. Notwithstanding anything to the contrary contained herein, on the Loan Restructuring Date, this Agreement and the other Loan Documents shall, without the consent of the FRBNY, the Security Trustee, the Lender or any Borrower Party other than the Parent Borrower, be deemed amended as follows: (i) all Obligations of the Parent Borrower as a Borrower shall be deemed released as to the Parent Borrower and assumed on a joint and several basis by each other Borrower as of the Loan Restructuring Date (the “Surviving Borrowers”) and from and after such time the term “Borrower” or “Borrowers” in the Loan Documents shall be deemed to refer to the Surviving Borrowers only and (ii) for purposes of the Loan Documents, the Parent Borrower shall cease to be a Borrower Party; provided that the Parent Borrower shall not cease to be a Borrower or a Borrower Party notwithstanding the occurrence of the Loan Restructuring Date (A) if, as of the Loan Restructuring Date, either before or after giving pro forma effect to the removal of the Parent Borrower as a Borrower and a Borrower Party under the Loan Documents, an Event of Default shall have occurred and be continuing and (B) unless the Parent Borrower shall have provided the Lender with an unsecured guarantee, in form and substance reasonably satisfactory to the Required Persons, guaranteeing the Obligations of the Surviving Borrowers; provided, further, that this Section 2.13 shall not relieve the Parent Borrower of its obligations under Section 5.11, Section 5.26 or Section 8.03(b) following the Loan Restructuring Date. The foregoing amendments shall be effected through documentation satisfactory to the Lender Parties and the FRBNY.

Section 2.14. Release Of Initial Intermediate Lessees. Notwithstanding anything to the contrary contained herein, on an Initial Intermediate Lessee Release Date, for purposes of the Loan Documents, the applicable Initial Intermediate Lessee shall cease to be a Borrower Party.

Section 2.15. Release Of Supplemental Pool Aircraft From The Designated Pool. Notwithstanding anything to the contrary contained herein, on the Required Perfection Date, all Supplemental Pool Aircraft shall cease to be Pool Aircraft hereunder and under any other Loan Document; provided that Supplemental Pool Aircraft shall not cease to be Pool Aircraft to the extent that, as of the Required

Perfection Date, either before or after giving pro forma effect to the cessation of such Supplemental Pool Aircraft as Pool Aircraft hereunder and under the other Loan Documents, an Event of Default shall have occurred and be continuing. Once the Supplemental Pool Aircraft cease to be Pool Aircraft hereunder and under the other Loan Documents, each Security Trustee’s security interest in, and Lien on, the Supplemental Pool Aircraft (and any other Aircraft Assets directly related to the Supplemental Pool Aircraft) shall be automatically released. The Security Trustees shall promptly execute and deliver to the Parent Borrower, at the Parent Borrower’s expense, all documents that the Parent Borrower shall reasonably request to evidence their release of the security interests in, and Liens on, the Supplemental Pool Aircraft (and any other Aircraft Assets directly related to the Supplemental Pool Aircraft).

ARTICLE 3
Representations and Warranties

The Parent Borrower and each other Borrower Party represents to the Lender Parties and the FRBNY on the Amendment Effective Date and, except as otherwise disclosed in a Monthly Report delivered in respect of a Bringdown Report Date, on each Bringdown Report Date that:

Section 3.01. Organization, etc. Each Borrower Party is a Person duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization; and each Borrower Party has the power and authority to own its property and to carry on its business as now being conducted and is duly qualified and, if applicable, in good standing 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 Material Adverse Effect.

Section 3.02. Authorization; Consents; No Conflict. The execution and delivery by such Borrower Party of any Loan Document to which it is a party and the performance of its obligations thereunder and the consummation of the transactions contemplated thereby (a) are within its organizational powers, (b) have been duly authorized by all necessary corporate action, (c) have received all necessary approvals, authorizations, consents, registrations, notices, exemptions, licenses, declarations, orders and other actions (if any shall be required) from Governmental Authorities, (d) do not and will not contravene, constitute a default under or conflict with any provision of (i) law (including any Environmental Law), rule or regulation applicable to such Borrower Party or with respect to any of its properties, (ii) any writ, judgment, decree or order to which such Borrower Party is a party or by which it is bound or affected, (iii) its Operating Documents or Organizational Documents or (iv) any provision of any agreement or

instrument binding on such Borrower Party, or any agreement or instrument of which such Borrower Party is aware affecting the properties of such Borrower Party and (e) do not and will not result in or require the creation or imposition of any Adverse Claim on any of such Borrower Party’s properties pursuant to the terms of any such agreement or instrument referred to in clause (d)(iv) of this Section 3.02, other than the Security Documents. Each of the Loan Documents to which such Borrower Party is a party has been duly authorized, executed and delivered by such Borrower Party.

Section 3.03. Validity and Binding Nature. This Agreement and the other Loan Documents to which such Borrower Party is a party constitute legal, valid and binding obligations of such Borrower Party, enforceable against such Borrower Party 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 and to general equity principles.

Section 3.04. Financial Statements. The Parent Borrower’s audited consolidated financial statements as at December 31, 2008, and unaudited consolidated financial statements as at June 30, 2009, with the unaudited statements certified by the Parent Borrower’s chief financial officer and a copy of each of which has been furnished to the Required Persons, have been prepared in accordance with GAAP and fairly present the financial condition of the Parent Borrower and its Subsidiaries as at such dates and the results of their operations for the period then ended, subject, in the case of the unaudited financial statements, to year-end adjustments and omission of footnotes and the auditor’s year-end report. The balance sheets in such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of the Parent Borrower and its Subsidiaries as of the dates thereof.

Section 3.05. Litigation and Contingent Liabilities. As of the Amendment Effective Date, Litigation Actions, when taken as a whole, could not reasonably be expected to have a Material Adverse Effect. As of the Amendment Effective Date, other than any liability incident to such Litigation Actions or provided for or disclosed in the financial statements referred to in Section 3.04, and other than as set forth in the Parent Borrower’s filings with the Securities and Exchange Commission, no Borrower Party has any contingent liabilities which are material to its business, credit, operations or financial condition of the Borrower Parties taken as a whole.

Section 3.06. Security Interest.

(a) The Mortgage creates a valid and (upon the taking of the actions required hereby or thereby) perfected security interest in favor of the Security Trustees in the Collateral (other than, as of the Amendment Effective Date until

(i) with respect to the Required Pool Aircraft and any Aircraft Assets related thereto, the Required Perfection Date and (ii) with respect to the Supplemental Pool Aircraft and any Aircraft Assets related thereto, the applicable date set forth in Section 5.02(a)) as security for the Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all filings and other actions necessary to perfect and protect such security interest under the laws of the United States or Ireland have been (or in the case of future Collateral will be) duly taken (it being understood and agreed that, with respect to each applicable Aircraft Asset, only the Express Perfection Requirements shall apply), enforceable against the applicable Borrower Parties and creditors of and purchasers from such Borrower Parties. Schedule 3.06 hereto lists, (i) to the knowledge of the Parent Borrower after due inquiry, all Permitted Liens described in clause (e) or (j) of the definition of Permitted Liens on the Collateral existing as of the Amendment Effective Date and (ii) all Permitted Liens described in clause (n) of the definition of Permitted Liens on the Collateral existing as of the Amendment Effective Date of which a responsible officer of the Parent Borrower has received written notice.

(b) Each Control Agreement creates a perfected security interest in the applicable Collection Account and all cash held in such Collection Account from time to time, free and clear of any Adverse Claim, in favor of the Security Trustee, for the benefit of the Secured Parties enforceable against the applicable Borrower Party and creditors of and purchasers from such Borrower Party.

(c) None of the Collateral has been pledged, assigned, sold or otherwise encumbered other than pursuant to the terms hereof or of the Security Documents and except for Permitted Liens, and no Collateral is described in (i) any UCC financing statements filed against any Borrower Party other than UCC financing statements which have been terminated and the UCC financing statements filed in connection with Permitted Liens or (ii) any other mortgage registries, including the International Registry, or filing records that may be applicable to the Collateral in any other relevant jurisdiction, other than such filings or registrations that have been terminated or that have been made in connection with Permitted Liens, the Mortgage or any other security document in favor of the Security Trustee, for the benefit of the Secured Parties, or, with respect to the Leases, in favor of the Borrower Parties or the Lessee thereunder.

(d) The rights and obligations of each Borrower Party (as lessor) under the Leases to which it is a party with respect to the Pool Aircraft are held free and clear of any Adverse Claim other than Permitted Liens, and such Borrower Party has the full right, corporate power and lawful authority to assign, transfer and pledge the same and interests therein as provided in the Mortgage and the other Security Documents.

Section 3.07. Employee Benefit Plans. (a) Each Borrower Party and its respective ERISA Affiliates is in compliance in all respects with the applicable

provisions of ERISA and the Code and the regulations and published interpretations thereunder as relates to each Plan except where any failure to comply would not reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to have a Material Adverse Effect. There exists no Undefined Pension Liability with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.

(b) Each Foreign Pension Plan is in compliance in all respects with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. With respect to each Foreign Pension Plan, none of the Borrower Parties, their respective Affiliates or any of their respective directors, officers, employees or agents has engaged in a transaction that would subject any Borrower Party or any Subsidiary, directly or indirectly, to a tax or civil penalty that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to the Lender in respect of any material unfunded liabilities in accordance with applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans could not reasonably be expected to result in a Material Adverse Effect.

Section 3.08. Labor Matters. As of the date hereof and the Amendment Effective Date, there are no material strikes, lockouts or slowdowns against any Borrower Party or any Subsidiary pending or, to the knowledge of any Borrower Party, threatened. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Borrower Party or any Subsidiary is bound, the termination or renegotiation of which could reasonably be expected to have a Material Adverse Effect. Any payments due from any Borrower Party or any Subsidiary, or for which any claim may be made against any Borrower Party or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of any Borrower Party or such Subsidiary except to the extent that such nonpayment or nonaccrual would not reasonably be expected to have a Material Adverse Effect.

Section 3.09. Investment Company Act. No Borrower Party is an “investment company” or an “affiliated person” of, “promoter” or “principal underwriter” for, or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended. The

repayment of the Loan by the Borrowers and the consummation of the transactions contemplated by this Agreement and the other Loan Documents will not violate any provision of such act or any rule, regulation or order issued by the Securities and Exchange Commission thereunder.

Section 3.10. Regulation U. No Borrower Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board). No proceeds of the Loan were used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 3.11. Information. All written information furnished by or on behalf of any Borrower Party to any Lender Party or the FRBNY in connection with this Agreement, any other Loan Document or the transactions contemplated hereby or thereby, on the date furnished (and when taken in connection with previous information so furnished, and the information contained in the Parent Borrower’s filings with the Securities and Exchange Commission, for the purpose of completeness) shall have been, to the best of each Borrower Party’s knowledge after due inquiry, true, accurate and, when taken as a whole, complete in every material respect as of the date of such information, and as of the Amendment Effective Date none of such information shall contain any material misstatement of fact or shall omit to state any material fact necessary to make such information in light of the circumstances under which it was made or provided, not misleading; provided that to the extent any such information, report, financial statement, exhibit or schedule was based upon or constitutes an opinion, forecast or projection, each Borrower Party represents only that it acted in good faith and utilized assumptions reasonable at the time made (based upon accounting principles consistent with the historical audited financial statements of the Parent Borrower) and exercised due care in the preparation of such information, report, financial statement, exhibit or schedule.

Section 3.12. Compliance with Applicable Laws, etc. Each Borrower Party is in compliance with the requirements of all applicable laws, rules, regulations, judgments (unless such judgment has been properly appealed and such appeal is being diligently prosecuted by such Person and for which reserves required in accordance with GAAP have been made), agreements, decrees and orders of all Governmental Authorities (including ERISA and any Environmental Law) applicable to it, except for noncompliance that could not reasonably be expected to have a Material Adverse Effect.

Section 3.13. Insurance. Each Borrower Party maintains, or has caused to be maintained, insurance as required by the Mortgage.

Section 3.14. Taxes. Each Borrower Party has (i) filed or caused to be filed all federal, state, local and foreign Tax returns or Tax materials required to have been filed by it with a Governmental Authority, except where the failure to file any such return or material would not reasonably be expected to have a Material Adverse Effect and (ii) paid or caused to be paid all Taxes due and payable by it and all assessments received by it, except Taxes the non-payment of which would not reasonably be expected to have a Material Adverse Effect or that are being disputed in good faith or contested in good faith by appropriate proceedings and for which such Borrower Party shall have set aside on its books reserves required in accordance with GAAP. All such Tax returns are true and correct in all material respects. No Tax Lien or similar Adverse Claim has been filed, and no claim is being asserted, with respect to any such Taxes, that would reasonably be expected to have a Material Adverse Effect. Any Taxes, fees and other governmental charges payable by any Borrower Party in connection with the execution and delivery of this Agreement and the other Loan Documents and the making of any payment required hereby or thereby have been paid or will be paid when due, except Taxes the non-payment of which would not reasonably be expected to have a Material Adverse Effect. No Borrower Party is aware of any proposed or pending tax assessments, deficiencies or audits that could reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Section 3.15. Borrower Information. Schedule 3.15, as updated from time to time in writing to the Lender Parties, accurately sets forth with respect to each Borrower Party (i) the location of its chief executive office, (ii) its jurisdiction of incorporation, (iii) its entity type and (iv) its employer or taxpayer identification number (if any) issued by its jurisdiction of incorporation. Each Borrower Party only has one jurisdiction of incorporation.

Section 3.16. Solvency. As of the Amendment Effective Date (and as also reflected on the Parent Borrower’s consolidated balance sheet dated as of June 30, 2009, and confirmed by the Appraisals dated as of September 30, 2009, delivered to the Security Trustee as a condition to the occurrence of the Effective Date), the fair value of the assets of each of (x) the Parent Borrower and (y) the Borrower Parties taken as a whole, exceed their respective liabilities. As of the Amendment Effective Date, neither the Borrower Parties taken as a whole, nor the Parent Borrower, will be rendered insolvent as a result of the transactions contemplated by this Agreement and the other Loan Documents.

Section 3.17. Sanctions. None of the Borrower Parties, any of their Subsidiaries or any director, officer, employee, agent, affiliate or representative of any Borrower Party or any of its Subsidiaries is a Person that is, or is owned or controlled by a Person that is, (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”), the European Union (“EU”), the Government of Ireland or other sanctions authority relevant in the

United States, Ireland, France, Malaysia or any other jurisdiction of incorporation or formation of any Borrower or Intermediate Lessee (collectively, “Sanctions”), or (ii) located, organized or resident in a country or territory that is the subject of Sanctions (each, a “Prohibited Country”). For purposes of this Agreement, the Prohibited Countries shall be those countries reasonably determined by the Required Persons as subject to Sanctions from time to time and notified to the Borrower Parties. The Prohibited Countries as of the date hereof are listed on Annex 1.

Section 3.18. Depositary Banks. The names and addresses of the depositary banks which maintain the Collection Accounts, together with the account numbers of each Collection Account are as specified in Schedule 2.11 hereto, as such Schedule 2.11 may be updated from time to time in writing to the Lender Parties. The Collection Accounts are the only accounts into which Collections are currently notified to Lessees to be deposited or remitted.

Section 3.19. Description of Aircraft and Leases.

(a) Schedule 3.19(a) attached hereto, as supplemented from time to time pursuant to Section 2.12(b) and Section 5.11(a)(ix) hereof is a true and correct list of all Pool Aircraft (other than the Supplemental Pool Aircraft) and the country of registration of such Pool Aircraft.

(b) Schedule 3.19(b) attached hereto, as supplemented from time to time pursuant to Section 2.18(f) of the Mortgage, is a true and correct list of all Leases (including, without limitation, any head leases), other than Leases with respect to Supplemental Pool Aircraft, in effect with respect to the Pool Aircraft and the name and jurisdiction of organization or incorporation of the applicable Lessees.

(c) Schedule 3.19(c) attached hereto, as supplemented from time to time at the request of any Required Person, is a true and correct list of all Supplemental Pool Aircraft and the country of registration of such Supplemental Pool Aircraft.

(d) Schedule 3.19(d) attached hereto, as supplemented from time to time at the request of any Required Person, is a true and correct list of all Leases (including, without limitation, any head leases) in effect with respect to the Supplemental Pool Aircraft, and the name and jurisdiction of organization or incorporation of the applicable Lessees.

Section 3.20. Withholding Tax. Any and all payments made to any Borrower Party by any Lessee under the terms of a Lease are required to be made and are made free and clear of and without deduction for any and all present or future Taxes, other than Taxes customarily excluded from gross-up and indemnification in accordance with Leasing Company Practice (including net income or franchise Taxes imposed by the Borrower Party’s jurisdiction of

organization or Tax residence or a jurisdiction in which the Borrower Party has an office, Taxes resulting from the negligence or willful misconduct of the Borrower Party or the Borrower Party’s failure to provide documentation or information that would establish an exemption from or reduction in an otherwise applicable withholding Tax (to the extent the Borrower Party is legally able to do so), and Taxes resulting from a transfer of an interest in the applicable aircraft or lease) (all Taxes referenced in this sentence, other than those so customarily excluded, “Lessee Taxes”). To the extent that any Lessee is required by law to withhold or pay any amounts in respect of Lessee Taxes on any payments made to a Borrower Party under the terms of a Lease, such Lessee is required under the terms of the relevant Lease (i) to increase the sum payable to such Borrower Party so that, after making all required deductions for Lessee Taxes, such Borrower Party shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) to make such deductions and pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable laws, and (iii) to indemnify and hold harmless such Borrower Party for any liability of such Borrower Party that results from the non-payment of any Lessee Taxes.

ARTICLE 4
Conditions

Section 4.01. Amendment Effective Date. The effectiveness of this Agreement on the Amendment Effective Date is subject to the satisfaction (or waiver in accordance with Section 8.02) of the following conditions precedent:

(a) The Lender (or its counsel) shall have received from each Borrower Party and the Security Trustee executed counterparts of this Agreement.

(b) The Lender shall have received from each Borrower Party, the Security Trustees and the FRBNY executed counterparts of the Mortgage and all supplements thereto in a form sufficient to file with the FAA, the International Registry and any other Governmental Authority where filing or registration of the Mortgage and any supplements thereto is required under Requirements of Law of the United States to perfect the Security Trustee’s security interest in, and Lien on, the Pool Aircraft and all other Aircraft Assets (as determined by the Required Persons in their sole discretion).

(c) The Lender shall have received a favorable written opinion (addressed to each Lender Party and the FRBNY and dated the Amendment Effective Date) of each of (i) Clifford Chance US LLP with respect to New York law, in-house counsel to the Parent Borrower with respect to California law and other matters, and A&L Goodbody with respect to Irish law, White & Case LLP with respect to French law and Zul Rafique & partners with respect to Malaysian

law, each counsel for the Borrower Parties, substantially in the form of Exhibit G-1A, G-1B, G-1C, G-1D and G-1E (as applicable) hereto as to such matters as any Lender Party or the FRBNY may request, including non-contravention of any indenture, agreement, mortgage, deed of trust or other instrument to which any Borrower Party is a party or by which it is bound or any of its properties are subject (including, but not limited to, any Lease), and (ii) Daugherty, Fowler, Peregrin, Haught & Jenson, A Professional Corporation, special FAA counsel to the Borrower Parties, substantially in the form of Exhibit G-2, and, in the case of each opinion required by this subsection, covering such other matters relating to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated thereby as any Lender Party or the FRBNY shall reasonably request. The Borrower Parties requests such counsel to deliver such opinions.

(d) The Lender shall have received a Deposit Account Control Agreement with respect to each Collection Account, in each case duly executed and delivered by the applicable Borrower Party, the Security Trustee and the applicable depositary bank.

(e) The Security Trustee shall have received UCC Financing Statements from each Borrower Party, naming such Borrower Party as debtor, naming the Security Trustee (for the benefit of the Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing Statements to be satisfactory to the Security Trustee).

(f) The Lender shall have received such documents and certificates as the Required Persons or their respective counsel may reasonably request relating to the organization, existence and, if applicable, good standing of the Borrower Parties, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form and substance satisfactory to the FRBNY and their counsel.

(g) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Parent Borrower, confirming compliance with the conditions set forth in clauses (m) and (n) of this Section 4.01.

(h) The Borrowers shall have paid all fees and other amounts due and payable to the Lender Parties and the FRBNY on or before the Amendment Effective Date, including, to the extent invoiced in reasonable detail, all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower Parties under the Loan Documents.

(i) The Security Trustee and the FRBNY shall have received the results of a recent Lien, tax and judgment search in each relevant jurisdiction, including

without limitation the FAA registry and the International Registry with respect to each Borrower Party and the Collateral, revealing no Liens on any of the assets of any Borrower Party or the Collateral, other than Permitted Liens.

(j) All consents and approvals required to be obtained by the Borrower Parties from any Governmental Authority or other Person in connection with the transactions contemplated by the Loan Documents shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome condition.

(k) The Lender shall have received evidence satisfactory to it and the FRBNY that each Borrower Party has delivered irrevocable instructions to each Applicable Obligor instructing it to pay all Collections in respect of any Lease in the future directly to a Collection Account.

(l) The Lender shall have received a certificate from the Chief Financial Officer of the Parent Borrower, in form and substance satisfactory to it and the FRBNY, with respect to the Borrower Parties, taken as a whole, corresponding to the representations in Section 3.16.

(m) The representations and warranties of the Borrower Parties contained in Article 3 of this Agreement and contained in each other Loan Document shall be true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.

(n) Immediately after giving effect to the Loan, no Default shall have occurred and be continuing.

(o) Each of the Required Persons shall have received three Appraisals of each Pool Aircraft in form and substance satisfactory to it. Such Appraisals shall (i) have been conducted by a Qualified Appraiser prior to the Amendment Effective Date and (ii) show that the aggregate Appraised Value of all Pool Aircraft as of the Amendment Effective Date is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 50%, after giving pro forma effect to the New Loan to be made on the Amendment Effective Date and the outstanding balance of the Loan.

(p) Each of the Required Persons shall have received evidence satisfactory to it that each of the Pool Aircraft are Owned by a Borrower as of the Amendment Effective Date.

(q) Each of the Required Persons shall have received evidence satisfactory to it that the Parent Borrower has received all waivers and/or amendments to its existing indentures, agreements, mortgage, deeds of trust and

other instruments to which it is a party necessary to allow it to undertake the transactions contemplated by the Loan Documents.

(r) The Lender Parties and the FRBNY shall have received from each Borrower Party such supplements to the Mortgage, charges, consents, control agreements, Irish Mortgages, UCC Financing Statements and amendments and other similar instruments, agreements, certificates, documents and opinions of counsel as the Lender Parties or the FRBNY may reasonably request, together with evidence to their satisfaction that all necessary actions have been taken, in order to grant (i) the First Lien Security Trustee, for the benefit of the FRBNY, a first-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the First Lien Secured Obligations (as defined in the Mortgage), (ii) the Third Lien Security Trustee, for the benefit of the FRBNY, a third-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Third Lien Secured Obligations (as defined in the Mortgage) and (iii) the Fourth Lien Security Trustee, for the benefit of the FRBNY, a fourth-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Fourth Lien Secured Obligations (as defined in the Mortgage) provided that only the Express Perfection Requirements shall be required to be satisfied; provided, further, that, for the purposes of this clause (r), Required Cape Town Registrations with respect to assignments of International Interests in Leases that are not registered on the International Registry as of the Amendment Effective Date shall be made within one month of the Amendment Effective Date.

(s) (a) The First Lien Security Trustee, for the benefit of the FRBNY, shall have a first priority perfected security interest in the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) and (b) the Third Lien Security Trustee, for the benefit of the FRBNY, shall have a third priority perfected security interest in the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) (in each case, it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied).

(t) The Lender Parties and the FRBNY shall have received a report from Simat Helliesen & Eichner, Inc. in form and substance satisfactory to the Required Persons opining as to such matters as the Required Persons may require.

(u) The Lender shall have received copies of the Borrower Party Guarantee and the Charge Over Shares of the Irish Subsidiary Borrower, duly

executed by each Borrower Party party thereto, together with all documents required to be delivered thereunder.

(v) The Lender shall have received a signed original of a Note with respect to the Loan, duly executed by each Borrower.

(w) The Required Persons shall have received evidence, in form and substance satisfactory to them, that the requirements of Section 60 of the Companies Act 1963 (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in relation to financial assistance have been complied with in full by the Irish Subsidiary Borrower and the Irish Initial Intermediate Lessee.

Promptly after the Amendment Effective Date occurs, the Lender shall notify each Borrower Party, the Security Trustee, and the FRBNY thereof, and such notice shall be conclusive and binding.

Section 4.02. Consequences of Effectiveness. (a) On the Amendment Effective Date the Existing Loan Documentation shall be automatically amended and restated in its entirety to read as set forth herein. On and after the Amendment Effective Date, the rights and obligations of the parties hereto shall be governed by this Agreement; provided, that the rights and obligations of the Lender and the Parent Borrower with respect to the period prior to the Amendment Effective Date shall continue to be governed by the provisions of the Existing Loan Documentation.

(b) On the Amendment Effective Date, the Existing Loans owing under the Existing Loan Documentation shall be deemed to be outstanding as the Loan of the Lender hereunder (and shall no longer be deemed outstanding under the Existing Loan Documentation) and will constitute continuing obligations hereunder.

Section 4.03. Quiet Enjoyment Letters. Prior to the Amendment Effective Date, the Security Trustee shall have provided a quiet enjoyment letter (in the form provided to the Security Trustee by the Parent Borrower) relating to each Lease of each Aircraft that will be a Pool Aircraft as of the Amendment Effective Date.

ARTICLE 5
Covenants

Until all the principal of and interest on the Loan and all fees payable hereunder have been paid in full, each Borrower Party covenants and agrees with the Lender that:

Section 5.01. Legal Existence and Good Standing. Except as permitted under Section 2.12, Section 2.13 or Section 5.25, such Borrower Party shall maintain (a) its legal existence and, if applicable, good standing in the jurisdiction of its incorporation and (b) its qualification and, if applicable, good standing in all other jurisdictions in which the failure to maintain such qualification and good standing could reasonably be expected to cause a Material Adverse Effect.

Section 5.02. Protection of Security Interest of the Lender.

(a) Such Borrower Party shall deliver to the Security Trustee such additional supplements to the Mortgage, Irish Mortgages, Charges Over Shares, charges, consents, control agreements and other similar instruments, agreements, certificates, opinions and documents (including UCC Financing Statements and charge documents) as the Security Trustee, any Lender Party or the FRBNY may reasonably request to effectuate the terms hereof and under and in accordance with the Security Documents and thereby to:

(i) (A) grant, maintain, protect and evidence security interests in favor of the Security Trustee, for the benefit of the Secured Parties, (B) take all actions necessary to perfect security interests in favor of the Security Trustee in accordance with (1) the laws of the United States (or any instrumentality thereof) (including but not limited to the filing of UCC Financing Statements in the appropriate locations, including the State of California and the District of Columbia, and appropriate offices and registrations and recordings with the FAA and the International Registry), (2) the Cape Town Convention, (3) the laws of Ireland and (4) the laws of any other jurisdiction applicable to the Borrower Party (in the judgment of the Security Trustee), in any or all present and future property of such Borrower Party which would constitute Collateral under and in accordance with the terms of the Security Documents prior to the Liens or other interests of any Person, except to the extent Permitted Liens may have priority; and

(ii) otherwise establish, maintain, protect and evidence the rights provided to the Security Trustee, for the benefit of the Secured Parties, under and in accordance with the terms hereof and of the Security Documents including anything that may be necessary or advisable under (A) the laws of the United States (or any instrumentality thereof), (B) the Cape Town Convention, (C) the laws of Ireland or (D) the laws of any other jurisdiction applicable to the Borrower Party (in the judgment of the Security Trustee);

it being understood and agreed that, with respect to the security interest in any Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied and (A) with respect to the Required Pool Aircraft, the requirements of

clause (ii) of the definition of “Express Perfection Requirements” shall be required to be satisfied only from and after (1) with respect to the Type A Required Pool Aircraft, October 23, 2009 and (2) with respect to The Type B Required Pool Aircraft, December 1, 2009, (B) with respect to the Supplemental Cape Town Pool Aircraft, the requirements of clause (iii) of the definition of “Express Perfection Requirements” shall be required to be satisfied only from and after October 23, 2009, (C) with respect to the Supplemental Non-Treaty Pool Aircraft, the requirements of clause (iv) of the definition of “Express Perfection Requirements” shall be required to be satisfied only from and after October 23, 2009 and (D) with respect to the Supplemental Geneva Pool Aircraft, the requirements of clause (v) of the definition of “Express Perfection Requirements” shall be required to be satisfied only from and after December 1, 2009.

(b) No Borrower Party shall change its name, identity or corporate structure (within the meaning of Article 9 of the UCC) unless such Borrower Party shall have given the Security Trustee at least thirty (30) days’ prior written notice thereof; provided that, upon the Security Trustee’s request in any case in which, in the Security Trustee’s reasonable opinion, such change of name, identity or corporate structure would or could make the Mortgage, the other Security Documents, any filings or registrations or any financing statement or continuation statement filed pursuant to the terms hereof or any other Loan Documents misleading within the meaning of Section 9-402(7) of the UCC or any other applicable law, such Borrower Party shall promptly file appropriate amendments to all previously made filings or registrations and all previously filed financing statements and continuation statements.

(c) Each Borrower Party shall give the Security Trustee at least thirty (30) days’ prior written notice of any change of such Borrower Party’s jurisdiction of incorporation.

(d) Each Borrower Party shall furnish to the Lender Parties and the FRBNY from time to time such statements and schedules further identifying and describing the Collateral as the Required Persons may reasonably request, all in reasonable detail.

Section 5.03. Other Liens or Interests. Except for the security interests granted under Loan Documents, and as otherwise permitted under the Loan Documents (including Section 5.06), no Borrower Party will sell, pledge, assign or transfer to any other Person (other than as permitted hereunder), or grant, create, incur, assume or suffer to exist any Adverse Claim in excess of $2,000,000 on, any Pool Aircraft or other Collateral or interest therein and, in the case of any Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee, any other assets or any interest therein, and each Borrower Party shall have the obligation and the non-exclusive right to defend the right, title, and interest of the Security Trustees (for the benefit of the Secured Parties (as defined in the

Mortgage)) in and to the Collateral against all claims of third parties claiming through or under any Borrower Party or otherwise.

Section 5.04. Burdensome Agreements. No Borrower Party shall enter into or cause, suffer or permit to exist, any agreement with any Person, other than the Lender Parties pursuant to this Agreement or any other Loan Documents or any New Loan Documents, which prohibits or limits the ability of such Borrower Party to (i) create, incur, assume or suffer to exist any Lien upon, or (ii) restricts transfers of, (in the case of any Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee) any of its property, assets or revenues, and (in the case of the Parent Borrower or any Initial Intermediate Lessee) any Owned Collateral, other than Permitted Liens, whether now owned or hereafter acquired; provided that this Section 5.04 shall not apply to agreements entered into by the Parent Borrower prior to the Amendment Effective Date and set forth on Schedule 5.04 hereto.

Section 5.05. Ownership, Operation and Leasing of Pool Aircraft. No Borrower Party shall:

(a) Other than in connection with a sale, transfer or other disposition permitted under Section 5.06, permit any Person (except to the extent of the Local Requirements Exception) to own beneficially or of record any Pool Aircraft;

(b) Enforce any Lease with respect to any Pool Aircraft in a manner other than in a manner consistent with Leasing Company Practice;

(c) Enter into a Lease with respect to a Pool Aircraft unless such Lease is an Eligible Lease and the Lessee is an Eligible Carrier; and

(d) Enter into a Future Lease with a Lessee if such entry would result in a Lessee Limitation Event;

provided that a Borrower shall be entitled to cure any Default under clause (b) or (c) or any Lessee Limitation Event by substituting for the applicable Pool Aircraft without any mandatory prepayment obligation in respect thereof, one or more Non-Pool Aircraft, each with a date of manufacture after October 31, 2004 and otherwise satisfactory to the Required Persons, in each case such that the Designated Pool shall be in compliance with the Pool Specifications after giving pro forma effect to such substitution.

Section 5.06. Limitation on Disposition of Aircraft. Except as expressly provided in Section 2.12(a) or Section 5.25, no Borrower shall sell, transfer or otherwise dispose of any Pool Aircraft unless the Net Sale Proceeds of such sale, transfer or other disposition are applied in accordance with Section 2.07(b)(i) and the Parent Borrower shall not sell, transfer or otherwise dispose of Non-Pool

Aircraft without the prior written consent of Required Persons except (i) to any of its Subsidiaries or to a trust, nominee, conditional vendor or other Person where the Parent Borrower or any of its Subsidiaries holds 100% of the beneficial interests therein, (ii) pursuant to any exchange of aircraft of substantially equal value, (iii) to a lessee or any of its Affiliates or nominees pursuant to a purchase option in the applicable lease documentation, (iv) in connection with a contract, letter of intent, term sheet or similar document in existence on the Amendment Effective Date, (v) as salvage or otherwise to its insurers, (vi) as may be expressly consented to in writing by the Required Persons or (vii) if the proceeds from such disposition together with the proceeds from other Non-Pool Aircraft dispositions (A) in such fiscal year (exclusive of dispositions referred to in clauses (i) through (vi)) are less than $500,000,000 in the aggregate and (B) prior to the Maturity Date (exclusive of dispositions referred to in clauses (i) through (vi)) are less than $2,000,000,000 in the aggregate. Notwithstanding the foregoing or anything to the contrary stated herein, no Borrower shall sell, transfer or otherwise dispose of any Aircraft until the Required Perfection Date.

Section 5.07. Extension, Amendment or Replacement of Leases.

(a) No Borrower Party shall amend, replace, or waive any term of, or otherwise modify any Lease in a manner inconsistent with Leasing Company Practice; provided that in no event shall any amendment, replacement or waiver cause such Lease to cease to contain or comply with the Core Lease Provisions.

(b) Upon the termination of any Lease with respect to any Pool Aircraft, the applicable Borrower Parties shall (or the Parent Borrower shall on their behalf) use their reasonable commercial efforts consistent with Leasing Company Practice to renew or extend such Lease or lease such Pool Aircraft to another Eligible Carrier pursuant to an Eligible Lease. No such additional Lease shall be permitted if it would constitute a Lessee Limitation Event; provided that no Lessee Limitation Event shall be deemed to have occurred as a result of the renewal, extension or replacement of any Lease with the same Eligible Carrier.

Section 5.08. Representations Regarding Operation. No Borrower Party shall represent or hold out, or consent to any Lessee to represent or hold out, any Lender Party or the FRBNY as (i) the owner or lessor of any Pool Aircraft, (ii) carrying goods or passengers on any Pool Aircraft, or (iii) being in any way responsible for any operation of carriage (whether for hire or reward or gratuitously) with respect to any Pool Aircraft.

Section 5.09. Compliance with Laws, Etc. Each Borrower Party shall comply in all material respects with all Requirements of Law (including any Environmental Law, ERISA or any laws applicable to any Foreign Pension Plan), rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications, and privileges except to the extent that the

failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications, and privileges is caused by a Third Party Event (and only for so long as the Parent Borrower and the applicable Borrower Party are complying with the requirements of the proviso to the last paragraph of Section 2.18(c) of the Mortgage) or would not materially adversely affect the Collateral, the collectability of monies owed under the Leases or the ability of such Borrower Party to perform its obligations under the Loan Documents.

Without limiting the foregoing, each Borrower Party shall obtain all governmental (including regulatory) registrations, certificates, licenses, permits and authorizations required to be obtained by it in connection with the Loan Documents and for the Pool Aircraft Owned or leased by it, including a current certificate of airworthiness for each Pool Aircraft (issued by the applicable aviation authority and in the appropriate category for the nature of operations of such Pool Aircraft) unless such Pool Aircraft is not subject to a Lease or is undergoing maintenance or modification or would not materially adversely affect the Collateral, the collectability of monies owed under the Leases or the ability of such Borrower Party to perform its obligations under the Loan Documents, in which case all appropriate governmental (including regulatory) registrations, certificates, licenses, permits and authorizations shall be maintained.

Section 5.10. Notice of Adverse Claim or Loss. Each Borrower Party shall notify the Lender Parties and the FRBNY promptly after a responsible officer of the Parent Borrower obtaining knowledge thereof, in writing and in reasonable detail, (i) of any Adverse Claim known to it made or asserted against any of the Collateral (other than Permitted Liens), (ii) of the occurrence of any event which would have a material adverse effect on the assignments and security interests granted by the Borrower Parties under any Loan Document, (iii) of any loss, theft, damage, or destruction to any Pool Aircraft if the potential cost of repair or replacement of such asset (without regard to any insurance claim related thereto) may exceed the greater of the damage notification threshold under the relevant Lease and $2,000,000; and (iv) as soon as such Borrower Party becomes aware of any settlement offer received by such Borrower Party with respect to any claim of damage or loss in excess of $10,000,000 with respect to a Pool Aircraft.

Section 5.11. Reporting Requirements.

(a) The Parent Borrower shall furnish, or cause to be furnished, to the Required Persons:

(i) on the fifth Business Day following the last Business Day of each calendar month, the Monthly Report;

(ii) as soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the audited consolidated financial statements, prepared in accordance with GAAP, for such year of the Parent Borrower and its consolidated Subsidiaries, certified by any firm of nationally recognized independent certified public accountants;

(iii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, with respect to the Parent Borrower and its consolidated Subsidiaries, unaudited consolidated balance sheets as of the end of such quarter and as at the end of the previous Fiscal Year, and consolidated statements of income for such quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter prepared in accordance with GAAP, certified by the officer in charge of financial matters of the Parent Borrower identifying such balance sheets or statements as being the balance sheets or statements of the Parent Borrower described in this paragraph (iii) and stating that the information set forth therein fairly presents the financial condition of the Parent Borrower and its consolidated Subsidiaries as of the last day of such quarter of such Fiscal Year in conformity with GAAP, subject to year-end adjustments and omissions of footnotes and subject to the auditors’ year end report;

(iv) promptly after receipt thereof, a copy of any “management letter” received by any Borrower Party from its certified public accountants and the management’s response thereto;

(v) concurrently with each delivery of financial statements under clause (ii) or (iii) above, a certificate of a Financial Officer of the Parent Borrower (A) certifying as to whether to his or her knowledge an Event of Default has occurred and is continuing (exclusive of any Event of Default under Section 6(f) (other than as a result of breach of Section 5.28)) and, if an Event of Default has occurred and is continuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (B) stating whether any change in GAAP or in the application thereof has occurred since the date of the Parent Borrower’s most recent audited financial statements referred to in Section 3.04 or delivered pursuant to this Section and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(vi) as soon as possible and in any event within two (2) Business Days after he or she obtains knowledge of the occurrence and continuance of a Default or an Event of Default (exclusive of any Event of Default under Section 6(f) (other than as a result of breach of Section

5.28)), a written statement of a Financial Officer of the Parent Borrower setting forth complete details of such Default or Event of Default, and the action, if any, which the Borrower Parties have taken or propose to take with respect thereto;

(vii) promptly, from time to time, subject to applicable confidentiality restrictions such other information, documents, Records or reports respecting the Pool Aircraft, the Leases, the Aircraft Assets or the condition or operations, financial or otherwise, of the Borrower Parties or any of their Subsidiaries which are reasonably available to it and which any Lender Party or the FRBNY may, from time to time, reasonably request;

(viii) prompt written notice of the issuance by any court or governmental agency or authority of any injunction, order, decision or other restraint prohibiting, or having the effect of prohibiting, the performance of any Borrower Party’s obligations hereunder or under any other Loan Document, or invalidating, or having the effect of invalidating, any provision of this Agreement, or any other Loan Document, or the initiation of any litigation or similar proceeding seeking any such injunction, order, decision or other restraint, in each case, of which a responsible officer has knowledge;

(ix) within ten (10) Business Days of each LTV Determination Date, a certificate of a Financial Officer (an “LTV Certificate”) setting forth in detail reasonably satisfactory to the Lender (i) computations of the Loan-to-Value Ratio as of such LTV Determination Date, (ii) if applicable, the LTV Cure(s) to be undertaken by the Borrowers to cure any breach of Section 5.22 (including, if applicable, the Non-Pool Aircraft that the Borrowers propose to add to the Designated Pool to effectuate such LTV Cure) and (iii) a complete list of all Pool Aircraft comprising the Designated Pool as of such LTV Determination Date (which list shall replace Schedule 3.19(a) hereto upon delivery of such LTV Certificate), together with three Appraisals, each conducted by a Qualified Appraiser, in substance reasonably satisfactory to the Lender, of any Aircraft added (or being added or being proposed to be added pursuant to an LTV Cure) to the Designated Pool since the immediately preceding LTV Determination Date;

(x) as soon as is available and in any case within ten (10) Business Days after the Appraisal Date, three Appraisals of each Pool Aircraft from Qualified Appraisers and, at any time during the continuance of an Event of Default, at the request of either of the Required Persons, Appraisals of the Pool Aircraft specified in such request from Qualified Appraisers. Each Appraisal shall be conducted (i) by a

Qualified Appraiser, (ii) at the sole cost and expense of the Borrowers and (iii) no more than thirty (30) days prior to the date such Appraisal is furnished.

(b) The Lender Parties and the FRBNY are hereby authorized to deliver a copy of any such financial or other information delivered hereunder to any other Lender Party or the FRBNY, to any Government Authority having jurisdiction over any such Person or any Borrower Party pursuant to any written request therefor or in the ordinary course of examination of loan files, to any rating agency in connection with their respective ratings of commercial paper issued by the Lender or to any other Person who shall acquire or consider the assignment of, or acquisition of any interest in, any Obligation permitted by this Agreement; provided, that such Person (not including any Government Authority or any rating agency) agrees in writing to the confidentiality provisions set forth in Section 8.12.

Section 5.12. Limitation on Engaging in Business Activities. The Parent Borrower shall not engage in any business or activity other than any of the businesses in which it is engaged on the Amendment Effective Date, and any business reasonably related thereto. The Parent Borrower shall continue to operate the business which it operates on the date hereof and business incidental thereto. Holdings will not engage in any business or activity other than owning all of the outstanding shares of any Borrower Party and activities incidental thereto. No other Borrower shall engage in any business or activity other than the ownership and/or leasing and/or disposition of Pool Aircraft, and any business reasonably related thereto.

Section 5.13. Limitation on Transactions with Affiliates. No Borrower Party shall enter into, renew or extend any transaction (including the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Parent Borrower or any of its Subsidiaries (except in each case the Parent Borrower or another Borrower or an Intermediate Lessee), except upon terms no less favorable to such Borrower Party than could be obtained, at the time of such transaction or at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such an Affiliate and pursuant to enforceable agreements. Notwithstanding the foregoing, nothing in this Section shall have the effect of prohibiting any transaction authorized by Section 2.12(a) hereof or any insurance or derivative transaction between Parent Borrower and Parent or any Affiliate of Parent, provided that such insurance or derivative transaction is entered into solely to hedge or mitigate risks to which such Borrower Party is exposed in the ordinary course of conduct of its business or management of its liabilities and not for speculative purposes.

Section 5.14. [Intentionally Omitted].

Section 5.15. Limitation on Capital Expenditures. (a) The Borrower Parties will not make or commit to make any Capital Expenditure in an amount greater than $10,000,000 in any fiscal year, if any Lender Party or the FRBNY shall have notified the applicable Borrower Party of its objection thereto following receipt of written notice not less than 10 Business Days prior to any such Capital Expenditure.

(b) Notwithstanding the exclusion from the definition of Capital Expenditures of expenditures (including Capital Lease Obligations) in respect of aircraft and aircraft related equipment, the Borrower Parties will not make or commit to make an acquisition of an aircraft (other than pursuant to an exercise of rights or remedies under a secured loan, conditional sale or finance lease or transfer in lieu thereof or an exercise of rights under a residual value guaranty, loss guaranty or similar arrangement) that as of the Amendment Effective Date is not the subject of an existing contractual commitment to acquire such aircraft (each a “Proposed Aircraft Purchase”), if any Required Person shall have notified the applicable Borrower Party of its objection to such Proposed Aircraft Purchase within thirty (30) days following written notice from the applicable Borrower Party of such Proposed Aircraft Purchase, which notice shall be given by such Borrower Party not less than forty five (45) days prior to the commitment to make such acquisition (such written notice to include a summary description of the aircraft, the reason for acquiring the aircraft, the purchase price of the aircraft, the proposed lessee of the aircraft together with the rent and lease term in respect of any proposed lease of the aircraft, and the means by which the Parent Borrower proposes to finance the acquisition of the aircraft); provided that, notwithstanding the foregoing, no Required Person shall have the right to object to a Proposed Aircraft Purchase to the extent that (x) the purchase price of such Proposed Aircraft Purchase, together with the purchase price of any other Proposed Aircraft Purchase of any Borrower Party not consented to by the Required Persons pursuant to this clause that became subject to a contractual commitment entered into in the applicable fiscal year, does not exceed $100,000,000 in the aggregate in such applicable fiscal year and (y) the applicable Borrower Party has provided a written notice of such Proposed Aircraft Purchase consistent with this clause (b) and has consulted with the FRBNY with respect to such Proposed Aircraft Purchase during the thirty (30) day period referred to above. This clause (b) shall not apply to (i) exchanges of “delivery slots” in respect of an aircraft to be purchased from a manufacturer unless the aggregate purchase price for the aircraft contractually committed to be purchased is increased by more than $25,000,000 or (ii) the incurrence of a Capital Lease Obligation in respect of an aircraft that is either the subject of an existing contractual commitment to purchase as of the Amendment Effective Date or already Owned at the time of such incurrence.

Section 5.16. Limitation on Certain Restrictions on Subsidiaries. No Borrower Party (except the Parent Borrower and except any Initial Intermediate Lessee) shall, or shall cause or permit any of its Subsidiaries to, directly or

indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of such Borrower Party or any of its Subsidiaries to (i) pay dividends or make any other distributions on its Equity Interests owned directly or indirectly by such Borrower or any other of its Subsidiaries or pay any indebtedness owed to such Borrower Party, (ii) make loans or advances to such Borrower Party or (iii) transfer any of its properties to such Borrower Party, except for such encumbrances or restrictions existing under or by reason of (x) a Requirement of Law or (y) this Agreement or any other Loan Document.

Section 5.17. Audits; Inspections. Not more frequently than once in any 12 month period in the case of Aircraft Collateral not in the possession of a Borrower Party, and otherwise not more frequently than three (3) times per calendar year (unless an Event of Default shall have occurred and be continuing), each of the Required Persons, or their respective agents or representatives, may, upon reasonable notice and during regular business hours, at the Borrower Party’s expense, which notice shall in no event be less than five (5) Business Days (except if an Event of Default shall have occurred and be continuing), as requested by the Lender Parties or the FRBNY, subject to any limitations in a Lease and applicable confidentiality restrictions, (i) conduct inspections of the Aircraft Collateral and the Records and collections systems of any Borrower Party, (ii) examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in the possession or under the control of any Borrower Party, relating to the Aircraft Collateral, and (iii) visit the offices and properties of any Borrower Party, for the purpose of examining such materials described in clause (ii) above, and discussing matters relating to the Aircraft Collateral or any Borrower Party’s performance under the Loan Documents or under the Leases with any appropriate officers or employees of any Borrower Party, having knowledge of such matters.

Section 5.18. Margin Regulations. No part of the proceeds of the Loan will be used, directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Federal Reserve Board, including Regulations T, U and X.

Section 5.19. Insurance. Each Borrower Party shall maintain or cause to be maintained insurance covering such risks, and in such amounts as specified in Section 2.19 and Schedule V of the Mortgage.

Section 5.20. UNSC, EU and United States Sanctions and Export Restrictions. No Borrower Party shall, nor shall it permit or cause any of its Subsidiaries to, directly or through a Subsidiary, lease, sell, purchase or own an aircraft, to any Person to which the export and/or use of such aircraft or engine is not permitted (including by reason of such Person’s location), or would not be permitted if the Borrower Party’s transaction were governed by the laws of the

United States, under (A) any UNSC sanctions or export restrictions, (B) any EU sanctions or export restrictions, (C) any sanctions administered or enforced by OFAC, (D) the Export Administration Regulations administered by the Bureau of Industry and Security of the U.S. Commerce Department, (E) the International Traffic in Arms Regulations administered by the Directorate of Defense Trade Controls of the U.S. Department of State, or (F) any subsequent sanctions, regulations or orders, the effect of which prohibits or restricts the export and/or use of aircraft to such country or such Person, after giving effect in each case to applicable licenses and other exemptions. Each Borrower Party shall, and shall cause any of its Subsidiaries to, deliver to the Lender any certification or other evidence reasonably requested from time to time by the Lender, confirming its compliance with this Section.

Section 5.21. Sanctions. (a) No Borrower Party shall, directly or indirectly, use the proceeds of the Loan, or lend, contribute or otherwise make available any funds to any subsidiary, joint venture partner or other Person (i) to fund any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of any Sanctions; or (ii) in any other manner that will result in a violation of Sanctions by any Lender Party participating in the Loan, whether as lender, borrower, advisor or otherwise.

(b) No Borrower Party shall permit any Pool Aircraft (i) to be registered in, or operated by any Lessee domiciled in, or organized under the laws of, a Prohibited Country or (ii) to be operated by any Lessee under a Lease if the existence of such Lease would cause any Borrower Party to be in violation of Section 5.20 or this Section 5.21, otherwise in violation of any Sanctions, or in violation of any Requirement of Law relating to money laundering, including the Bank Secrecy Act, as amended by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”), or any implementing regulations thereunder.

Section 5.22. Loan-to-Value Ratio.

(a) The Borrowers will not permit the Loan-to-Value Ratio on any LTV Determination Date during any period to exceed 50%.

(b) The Loan-to-Value Ratio shall be tested on the Amendment Effective Date, each Appraisal Date, upon the removal of any Pool Aircraft from the Designated Pool in accordance with Section 2.12(b), upon the substitution of a Non-Pool Aircraft for a Pool Aircraft without a prepayment under Section 2.07(a)(iii) and upon a Specified Representation Deficiency in accordance with Section 2.12(h) (each such date, a “LTV Determination Date”).

(c) In the event that the Loan-to-Value Ratio as of any LTV Determination Date is greater than that permitted pursuant to Section 5.22(a) above, the Borrowers shall be required, in any combination, to (i) prepay all or a portion of the Outstanding ILFC Loans by deposit into the FRBNY Account and/or (ii) add Non-Pool Aircraft, each with a date of manufacture after October 31, 2004 and otherwise satisfactory to the Required Persons, to the Designated Pool, in each case such that the Designated Pool shall be in compliance with the Pool Specifications after giving pro forma effect to such addition (each of (i) and (ii), an “LTV Cure”), in an aggregate amount sufficient to cause the Loan-to-Value Ratio, after giving pro forma effect to any LTV Cure, to satisfy the requirements of Section 5.22(a) as of the most recent LTV Determination Date.

(d) The Borrowers shall complete the applicable LTV Cure(s) in a manner reasonably satisfactory to the Required Persons on or prior to the earlier of (i) forty five (45) days following the date on which the Required Persons confirm to the Parent Borrower that the applicable Non-Pool Aircraft are satisfactory including that the proposed security interests therein can be perfected in accordance with the terms of this Agreement and the other Loan Documents and (ii) sixty five (65) days following the delivery of the applicable LTV Certificate; provided that in the event the applicable LTV Certificate specifies that the only LTV Cure to be undertaken by the Borrowers is prepayment of the Outstanding ILFC Loans in accordance with Section 5.22(c)(i), the Borrowers shall be required to so prepay the Outstanding ILFC Loans within three (3) Business Days following the delivery of such LTV Certificate.

Section 5.23. Indebtedness. No Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee shall, create, incur, assume or suffer to exist any indebtedness, other than the Obligations under the Loan Documents and the New Loan Documents; provided, that each such Borrower Party shall be permitted to incur minimal obligations (in no event to exceed $20,000 at any time outstanding) for its day to day operations (such as expenses for stationary, audits and maintenance of legal status) and customary intercompany charges, loans and advances and other obligations in the course of its business permitted hereunder; provided that, any such intercompany charges, loans and advances, and other obligations shall take place exclusively among the Borrower Parties.

Section 5.24. In General. Notwithstanding anything to the contrary contained herein, no Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee shall (i) engage in any business or activity other than (A) maintaining its corporate existence, (B) participating in tax, accounting and other administrative activities and (C) the execution and delivery of the Loan Documents and the New Loan Documents to which it is a party and the performance of its obligations thereunder and matters incidental thereto or (ii) own any assets other than the Collateral or and subordinated intercompany loans, advances and other obligations as allowed under Section 5.23.

Section 5.25. Mergers, Consolidations and Sales of Assets. Except as permitted in Section 2.12 or Section 5.06, no Borrower Party shall merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of any Borrower Party (unless such merger or consolidation is with or into, or such assets are sold, transferred or otherwise disposed of to, another Borrower Party (other than an Initial Intermediate Lessee)).

Section 5.26. Separateness of SPCs and Qualifications of Irish SPCs. (a) Without limiting any, and subject to all, other covenants of the Borrower Parties contained in this Agreement, each Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee shall conduct its business and operations separate and apart from that of any other Person (including the Parent Borrower and any other Borrower Party), it being understood that the Parent Borrower (or a Subsidiary thereof) may act as a “servicer” to any other Borrower Party 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 Borrower Party, including advancing funds to, obtaining loans from and charging fees and expenses to the other Borrower Parties and shall cause each Borrower Party to comply with this Section 5.26. In furtherance of the foregoing, with respect to each Borrower Party other than the Parent Borrower or any Initial Intermediate Lessee:

(i) Each such Borrower Party shall hold all of its assets in its own name.

(ii) Each such Borrower Party shall conduct its own business in its own name and, for all purposes, shall not operate, or purport to operate, collectively as a single or consolidated business entity with respect to any person (other than for Tax purposes pursuant to applicable rules relating to consolidated or similar Tax groups or to entities disregarded for Tax purposes).

(iii) Each such Borrower Party shall pay its own debts, liabilities and expenses (including overhead expenses, if any) only out of its own assets as the same shall become due.

(iv) Each such Borrower Party has observed, and shall observe all organizational formalities, in each case to the extent necessary to preserve its separate existence (except as otherwise permitted hereunder), and shall preserve its existence (except as otherwise permitted hereunder), and it shall not, nor shall it permit any Affiliate or any other Person to, amend, modify or otherwise change the Organizational Documents or Operating Documents in a manner that would adversely affect the

existence of such Borrower as a special purpose entity (except for consolidation for financial reporting and for Tax purposes, including being disregarded entities for Tax purposes).

(v) Each such Borrower Party does not, and shall not, (A) guarantee, become obligated for, or hold itself or its credit out to be responsible for or available to satisfy, the debts or obligations of any other Person (except another Borrower Party) or (B) control the decisions or actions respecting the daily business or affairs of any other Person, in each case except as permitted by or pursuant to the Loan Documents or pursuant to customary intercompany management arrangements.

(vi) Each such Borrower Party shall maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or any other Person.

(vii) No Borrower Party shall use its separate existence to perpetrate a fraud in violation of applicable law.

(viii) No Borrower Party shall, in connection with the Loan Documents, act with an intent to hinder, delay or defraud any of its creditors in violation of applicable law.

(ix) Except for Permitted Liens, no such Borrower Party shall grant a security interest or otherwise pledge its assets for the benefit of any other Person.

(x) No such Borrower Party shall make loans or advances to any Person, except as permitted by or pursuant to the Loan Documents.

(xi) No such Borrower Party shall make a transfer of its assets except as permitted by or pursuant to the Loan Documents.

(xii) Each such Borrower Party shall pay the salaries of its own employees (if any).

(xiii) Each such Borrower Party shall correct any known misunderstanding regarding its separate identity.

(xiv) Each such Borrower Party shall maintain adequate capital in light of its business operations.

(b) Failure by any Borrower Party to comply with any of the obligations set forth in clause (a) above shall not affect the status of such Borrower Party as a

separate legal entity or render any action taken by such Borrower Party ultra vires.

(c) Each Borrower Party shall cause each SPC which is organized under the laws of Ireland to operate and be managed in such a manner that its “centre of main interest” (as that phrase is used in Article 3(i) of Council Regulation (EC) No. 1346/2000 on Insolvency Proceedings) is at all times located in Ireland.

Section 5.27. Transfer of Leases. (a) Any Initial Intermediate Lessee that within three months of the Amendment Effective Date has not had 100% of its Equity Interests transferred to Holdings or a Subsidiary of Holdings shall take all actions necessary to enter into novations with a Borrower Party (other than any other Initial Intermediate Lessee) with respect to each Intermediate Lease to which such Initial Intermediate Lessee is a party on or before the six-month anniversary of the Amendment Effective Date.

Section 5.28. Compliance with Parent Facility. Notwithstanding anything else to the contrary in this Article 5, no Borrower Party shall take or be permitted to take any action it is not otherwise permitted to take under the terms of the Parent Facility or to refrain from taking any action it is otherwise required to take thereunder.

Section 5.29. Post-Amendment Effective Date Ownership. Unless otherwise agreed, following the Amendment Effective Date, (a) any Pool Aircraft registered in a country which has (i) ratified the Geneva Convention and (ii) not Ratified the Cape Town Convention and (b) any Pool Aircraft registered in a country which has ratified neither the Geneva Convention nor the Cape Town Convention, shall be Owned by the Irish Subsidiary Borrower or a Designated Borrower organized under the laws of Ireland.

ARTICLE 6
Events of Default

If any of the following events (“Events of Default”) shall occur:

(a) any Borrower shall fail to pay any principal of the Loan when the same shall become due;

(b) any Borrower shall fail to pay when due any interest on the Loan and such failure shall continue unremedied for a period of three Business Days, or any Borrower shall fail to pay when due any fee or other amount (except an amount referred to in clause (a) above) payable under any Loan Document, and such failure shall continue unremedied for a period of seven Business Days after demand upon or other notice to such Borrower;

(c) any representation, warranty or certification made or deemed made by or on behalf of any Borrower Party in or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document or any amendment or modification thereof or waiver thereunder, shall prove to have been incorrect in any material respect when made or deemed made and the adverse effect thereof, if capable of being remedied, shall continue unremedied for a period of 30 days after the date on which the applicable Borrower Party shall have received written notice thereof from any Lender Party;

(d) any Borrower shall fail to observe or perform any covenant or agreement contained in Sections 5.01, 5.02, 5.03, 5.06, 5.11(a)(ix), 5.15, 5.19, 5.20, 5.21 or 5.22(d).

(e) any Borrower Party shall fail to observe or perform any covenant or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) above), and such failure shall continue unremedied for a period of twenty (20) days after notice thereof from any Lender Party or the FRBNY to the Parent Borrower (which notice will be given at the request of either Required Person);

(f) any event or condition occurs that results in the Parent’s obligations under the Parent Facility becoming due before its scheduled maturity or that enables or permits the FRBNY or any trustee or agent on its behalf to cause such obligations to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, before the scheduled maturity therefor; provided that this clause shall not apply to the Parent’s obligations under the Parent Facility that become due as a result of a voluntary sale or transfer of property permitted by the Parent Facility;

(g) any event or condition occurs that results in Material Indebtedness becoming due before its scheduled maturity or that enables or permits the holder or holders of Material Indebtedness or any trustee or agent on its or their behalf to cause Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, before its scheduled maturity; provided that this clause shall not apply to secured Material Indebtedness that becomes due as a result of a voluntary sale or transfer of the property securing such Material Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of any Borrower Party or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership, examinership or similar law now or hereafter in effect or (ii) the appointment of a

receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) any Borrower Party shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization, examination or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership, examinership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Borrower Party or for a substantial part of its respective assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) have its board of directors vote to approve any action for the purpose of effecting any of the foregoing;

(j) any Borrower Party shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount exceeding $25,000,000 shall be rendered against the Borrower Parties taken as a whole and shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any asset of any Borrower Party to enforce any such judgment; or

(l) any Lien purported to be created under any Security Document shall cease to be, or shall be asserted by any Borrower Party not to be, a valid and perfected Lien on any Collateral with the same priority as and to the extent provided for under the applicable Security Documents except as a result of a sale or other disposition of the applicable Collateral in a transaction permitted under the Loan Documents;

(m) an ERISA Event shall have occurred that when taken either alone or together with all other such ERISA Events, could reasonably be expected to result in a Material Adverse Effect;

then, and in every such event (except an event with respect to the Borrower described in clause (h) or (i) above), and at any time thereafter during the continuance of such event, the Lender may, and at the request of the FRBNY shall, by notice to the Borrowers, declare the Loan then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the

principal of the Loan so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are waived by the Borrowers; and in the case of any event with respect to any Borrower Party described in clause (h) or (i) above, the principal of the Loan then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are waived by the Borrower Parties.

ARTICLE 7
Guaranty

Section 7.01. Guaranty. Each Borrower Party hereby guarantees the punctual payment upon the expiration of any applicable remedial period, whether at scheduled maturity or by acceleration, demand or otherwise, of all of its Guaranteed Obligations (each Borrower Party in its capacity as guarantor under this Article 7, a “Guarantor Party”). Without limiting the generality of the foregoing, the liability of each Guarantor Party shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Borrower 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, examination or similar proceeding involving such other Borrower Party.

Section 7.02. Contribution. Subject to Section 7.03, each Guarantor Party hereby unconditionally agrees that in the event any payment shall be required to be made to any Secured Party under this Article 7 or the Borrower Party Guarantee, such Guarantor Party in its capacity as such will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor Party so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 7.03. Guaranty Absolute. Each Guarantor Party guarantees that its Guaranteed Obligations will be paid 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 Party under or in respect of this Article 7 are independent of the Guaranteed Obligations or any other Obligations of any other Borrower Party under or in respect of the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor Party to enforce this Article 7, irrespective of whether any action is brought against any other Borrower Party or whether any other Borrower

Party is joined in any such action or actions. The liability of each Guarantor Party under this Article 7 shall be irrevocable, absolute and unconditional, and each Guarantor Party 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:

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of its Guaranteed Obligations or any other Obligations of any other Borrower 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 its Guaranteed Obligations resulting from the extension of additional credit to any Borrower Party or any of its Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of security interest in or Lien on any Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of its Guaranteed Obligations;

(d) any manner of application of Collateral or any other collateral, or proceeds thereof, to all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any Collateral or any other collateral for all or any of its Guaranteed Obligations or any other Secured Obligations of any Borrower Party under the Loan Documents or any other assets of any Borrower Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the corporate structure or existence of any Borrower Party or any of its Subsidiaries;

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

(g) the failure of any other Person to execute or deliver any other guaranty or agreement or the release or reduction of liability of any other guarantor or surety with respect to its Guaranteed Obligations; or

(h) any other circumstance 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 Borrower Party or any other guarantor or surety other than satisfaction in full of the Obligations.

This Article 7 shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of such Guarantor Party’s Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or reorganization of any Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

Section 7.04. Waiver and Acknowledgments. (i) Each Guarantor Party hereby 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 its Guaranteed Obligations and this Article 7 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 Borrower Party or any other Person or any Collateral.

(a) Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke this Article 7 and acknowledges that this Article 7 is continuing in nature and applies to all of its Guaranteed Obligations, whether existing now or in the future; provided that the Parent Borrower shall be released as a Guarantor Party when it ceases to be a Borrower pursuant to Section 2.13.

(b) Each Guarantor Party hereby unconditionally and irrevocably waives 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 Party or other rights of such Guarantor Party to proceed against any of the other Borrower Parties, any other guarantor or any other Person or any Collateral and any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor Party under this Article 7.

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

(d) Each Guarantor Party 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 this Article 7 are knowingly made in contemplation of such benefits.

Section 7.05. Subrogation. Each Guarantor Party hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against any other Borrower Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor Party’s Guaranteed 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 any other Borrower Party 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 any other Borrower Party 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, unless and until all of such Guarantor Party’s Guaranteed Obligations and all other amounts payable under this Article 7 shall have been paid in full in cash, it being understood that payments in respect of inter-company advances exclusively among the Borrower Parties in the ordinary course of business are not prohibited under this Section 7.05 unless an Event of Default has occurred and is continuing and, if applicable, a “Notice of Exclusive Control” (as defined in any applicable Deposit Account Control Agreement) has been given. If any amount shall be paid to any Guarantor Party in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Article 7, 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 Party and shall forthwith be paid or delivered to the Lender in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to such Guarantor Party’s Guaranteed Obligations and all other amounts payable by it under this Article 7, whether matured or unmatured, in accordance with the terms of the Loan Documents, or to be held as Collateral for any of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it under this Article 7 thereafter arising. If all of the Guaranteed Obligations and all other amounts payable under this Article 7 shall have been paid in full in cash, the Secured Parties will, at any Guarantor Party’s request and expense, execute and deliver to such Guarantor Party appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor Party of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor Party pursuant to this Article 7.

Section 7.06. Payment Free and Clear of Taxes. Any and all payments by any Guarantor Party under this Article 7 shall be made in accordance with the provisions of this Agreement, including the provisions of Section 2.09 (and such Guarantor Party shall make such payments of Taxes or Other Taxes to the extent described in Section 2.09), as though such payments were made by a Borrower.

Section 7.07. No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 7.08. Continuing Guaranty. This Article 7 is a continuing guaranty and shall (a) remain in full force and effect until the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Article 7, and (b) inure to the benefit of and be enforceable by the Secured Parties and their permitted successors, transferees and assigns. No Guarantor Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Required Persons.

Section 7.09. Subordination of Certain Intercompany Indebtedness. Each Guarantor Party hereby agrees that any obligations owed by it to another Borrower Party shall be subordinated to the Obligations of such Guarantor Party and that any indebtedness owed to it by another Borrower Party shall be subordinated to the Obligations of such other Borrower Party, it being understood that such Guarantor Party or such other Borrower Party, as the case may be, may make payments on such intercompany indebtedness unless an Event of Default has occurred and is continuing and, if applicable, a “Notice of Exclusive Control” (as defined in any applicable Deposit Account Control Agreement) has been given.

Section 7.10. Limit of Liability. (a) Each Guarantor Party shall be liable only for Guaranteed Obligations aggregating up to the largest amount that would not render its Guaranteed Obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

(b) In the event that the direct or indirect assets of any Borrower Party organized under the laws of Ireland are insufficient to pay in full all claims made by the Secured Parties in respect of Guaranteed Obligations of such Borrower Party, then the Secured Parties shall have no further claim against such Borrower Party with respect to its Guaranteed Obligations for amounts that exceed its direct or indirect assets at such time.

(c) The guarantees, obligations, liabilities and undertakings granted by the French Initial Intermediate Lessee under this Article 7, 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 the French Initial Intermediate Lessee in connection with back-to-back leasing activities between it and the Parent Borrower with respect to the lease of Pool Aircraft.

ARTICLE 8
Miscellaneous

Section 8.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, or sent by telecopy, as follows:

(i) if to any Borrower Party, to International Lease Finance Corporation at 10250 Constellation Blvd., Suite 3400, Los Angeles, CA 90067, Attention of Treasurer with a copy to the General Counsel (Telecopy No. (310 788-1990);

(ii) if to the Lender prior to October 24, 2009, to AIG Funding, Inc., 72 Wall Street / 10th Floor, New York, NY 10005, Attention of Neil Friedman (Telecopy No. 212-363-7176);

(iii) if to the Lender on or after October 24, 2009, to AIG Funding, Inc., 180 Maiden Lane / 24th Floor, New York, NY 10038, Attention of Neil Friedman (Telecopy No. 212-770-9362);

(iv) if to the Security Trustee, to Wells Fargo Bank Northwest, National Association, 299 South Main Street / 12th Floor, Salt Lake City, UT 84111, Attention of the Corporate Lease Group (Telecopy No. 801-246-5053);

(v) if to the FRBNY, to the Federal Reserve Bank of New York at 33 Liberty Street, New York, NY 10045, Attention of James R. Hennessey, Legal Department (Telecopy No. 212-720-7797) with a copy to Steven J. Manzari, Credit, Investment & Payment Risk (Telecopy No. 212-720-6332).

(b) The Lender or the Parent Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(c) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the Lender and the Parent Borrower. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement will be deemed to have been given on the date of receipt.

Section 8.02. Waivers; Amendments. (a) No failure or delay by any Lender Party in exercising any right or power hereunder or under any other Loan

Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Lender Parties under the Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Borrower Party therefrom shall in any event be effective unless the same shall be permitted by subsection (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the entry into this Agreement shall not be construed as a waiver of any Default, regardless of whether any Lender Party had notice or knowledge of such Default at the time.

(b) No Loan Document or provision thereof may be waived, amended or modified except, in the case of this Agreement, by an agreement or agreements in writing entered into or consented to by the Borrowers and the Required Persons or, in the case of any other Loan Document, by an agreement or agreements in writing entered into by the parties thereto with the written consent of the Required Persons; provided that no such agreement shall amend, modify or otherwise affect the rights or duties of the Security Trustee without such Person’s prior written consent. Any purported waiver, amendment or other modification of any Loan Document or any provision thereof that does not comply with this Section 8.02(b) shall be null and void and of no legal effect.

Section 8.03. Expenses; Indemnity; Damage Waiver. (a) The Borrowers agree to pay all reasonable out-of-pocket expenses incurred by the Security Trustee and the FRBNY in connection with its due diligence and the financial analysis of the Borrowers, the preparation and administration of this Agreement and the other Loan Documents, any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the any Lender Party or the FRBNY in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents, including in each case the fees, charges and disbursements of counsel, accountants, financial advisers and other experts engaged by the Required Persons (including the allocated fees of in-house counsel).

(b) Each Borrower agrees to indemnify each Lender Party and each of their respective Representatives and the FRBNY (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (exclusive however of Taxes, it being understood that the sole indemnification provided by the Borrowers to the Indemnitees in respect of Taxes is set forth in Section 2.09), incurred by or

asserted against any Indemnitee arising out of, in any way connected with or as a result of any claim, litigation, investigation or proceeding, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by a Borrower, any other Borrower Party or any of their respective Affiliates) relating to: (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the transactions contemplated thereby, (ii) the use of the proceeds of the Loan, or (iii) any actual or alleged presence or release of Hazardous Materials on any property currently or formerly owned, leased, operated or used by any Borrower Party or any of its Subsidiaries, or any Environmental Liability related in any way to any Borrower Party or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Except with respect to a claim asserted against the FRBNY, the relevant Borrower Party shall defend the claim and the relevant Indemnitee shall cooperate in the defense. Other than with respect to any claim asserted against the FRBNY, the Borrowers may, in their sole discretion, and at their expense, control the defense of a claim including, without limitation, designating counsel for the relevant Indemnitee (excluding for the avoidance of doubt the FRBNY) and controlling all negotiations, litigation, arbitration, settlements, compromises and appeals of any such claim; provided that (i) the Borrowers may not agree to any settlement involving any Indemnitee that contains any element other than the payment of money and complete indemnification of the Indemnitee without the prior written consent of the affected Indemnitee, (ii) the Borrowers shall engage and pay the expenses of separate counsel for the Indemnitee to the extent that the interest of the relevant Indemnitee are in conflict with those of the Borrowers or any other Borrower Party and (iii) the Indemnitee shall have the right to approve the counsel designated by the Borrowers which consent shall not be unreasonably withheld.

(c) To the extent permitted by applicable law, no Borrower Party shall assert, and it waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated by the Loan Documents, the Loan or the use of the proceeds thereof.

(d) The provisions of Section 2.09 and this Section 8.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement or any other Loan Document, the consummation of the transactions contemplated hereby and thereby, the repayment of the Loan, the

invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document or any investigation made by or on behalf of any Lender Party or the FRBNY. All amounts due under this Section 8.03 shall be payable on written demand therefor.

Section 8.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than as provided in Section 2.12, Section 2.13 or Section 5.25 hereof, no Borrower may assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Required Persons (and any attempted assignment or transfer by any Borrower without such consent shall be null and void) and (ii) no Lender may assign, delegate or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (except the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly provided herein, the Related Parties of the Lender Parties) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) The Lender may at any time assign all or any portion of its rights under this Agreement to the FRBNY to secure extensions of credit to the Lender from the FRBNY.

Section 8.05. Survival. All covenants, agreements, representations and warranties made by the Borrower Parties in the Loan Documents and in certificates or other instruments delivered in connection with or pursuant to the Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents, regardless of any investigation made by any such other party or on its behalf and notwithstanding that any Lender Party may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as any principal of or accrued interest on the Loan or any fee or other amount payable hereunder is outstanding and unpaid.

Section 8.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement (i) will become effective when the Lender shall have signed this Agreement and received counterparts hereof that,

when taken together, bear the signatures of each of the other parties hereto and (ii) thereafter will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy will be effective as delivery of a manually executed counterpart of this Agreement.

Section 8.07. Severability. If any provision of any Loan Document is invalid, illegal or unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) such provision shall, as to such jurisdiction, be ineffective to the extent (but only to the extent) of such invalidity, illegality or unenforceability, (ii) the other provisions of the Loan Documents shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Lender Parties in order to carry out the intentions of the parties thereto as nearly as may be possible and (iii) the invalidity, illegality or unenforceability of any such provision in any jurisdiction shall not affect the validity, legality or enforceability of such provision in any other jurisdiction.

Section 8.08. Applicable Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

Section 8.09. Jurisdiction; Consent to Service of Process. (a) To the extent permitted by applicable law, party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from 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. Nothing in this Agreement shall affect any right that any Lender Party or the FRBNY may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Borrower Party or its properties in the courts of any jurisdiction.

(b) Each party 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. 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 8.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

Section 8.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 8.11. Headings. Article and Section headings and the Table of Contents herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 8.12. Confidentiality. Each party hereto agrees to keep confidential all non public information, including, without limitation, the Loan Documents, and other related documents provided to it by any Person pursuant to or in connection with the Loan Documents; provided that nothing herein shall prevent any party from disclosing any such information (a) to its Representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (b) upon the request or demand of any regulatory authority or quasi-regulatory authority (such as the NAIC), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) with the consent of the Parent Borrower, the Lender Parties and the FRBNY or (f) to the extent such information becomes publicly available other than as a result of a breach of this Section 8.12; provided further that prior to any disclosure of information pursuant to clauses (b), (c) and (d) of the proviso above, the applicable party shall notify

the other parties and the FRBNY, if legally permitted to do so, of any proposed disclosure as far in advance of such disclosure as practicable and, upon the applicable other party’s or the FRBNY’s request, take all reasonable actions to ensure that any information disclosed is accorded confidential treatment, or if such notice to the other party or the FRBNY, as applicable, is prohibited by law, inform the relevant court, regulatory authority or quasi-regulatory authority of the other party’s or the FRBNY’s interest in the disclosed information and request that such court, regulatory authority or quasi-regulatory authority inform the other party and the FRBNY of the disclosure.

Section 8.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees, charges and other amounts that are treated as interest on the Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged or otherwise received by the Lender in accordance with applicable law, the rate of interest payable in respect of the Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of the Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to the Lender in respect of other Loan or periods shall be increased (but not above the Maximum Rate therefor) until the Lender shall have received such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of payment.

Section 8.14. USA Patriot Act. The Lender hereby notifies each Borrower Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Borrower Party, which information includes the name and address of such Borrower Party and other information that will allow the Lender to identify such Borrower Party in accordance with the Patriot Act.

Section 8.15. Third Party Beneficiary. Each party hereto agrees that the FRBNY is an express third-party beneficiary of this Agreement, entitled to enforce and to enjoy all rights and privileges set out in this Agreement or any other Loan Document to which it is not a party notwithstanding that it is not a party to this Agreement or such other Loan Document.

SCHEDULE 1.01(a)
AMENDED AND RESTATED CREDIT AGREEMENT

MATERIAL AGREEMENTS

1. Restated Articles of Incorporation of the Parent Borrower.

2. Amended and Restated By-Laws of the Parent Borrower.

3. Indenture dated as of November 1, 1991, between the Parent Borrower and U.S. Bank Trust National Association (successor to Continental Bank, National Association), as Trustee.

4. First supplemental indenture, dated as of November 1, 2000, to the Indenture between the Parent Borrower and U.S. Bank Trust National Association.

5. Second Supplemental Indenture, dated as of February 28, 2001, to the Indenture between the Parent Borrower and U.S. Bank Trust National Association.

6. Third Supplemental Indenture, dated as of September 26, 2001, to the Indenture between the Parent Borrower and U.S. Bank Trust National Association.

7. Indenture dated as of November 1, 2000, between the Parent Borrower and the Bank of New York, as Trustee.

8. First Supplemental Indenture, dated as of August 16, 2002 to the indenture between the Parent Borrower and the Bank of New York.

9. Fourth Supplemental Indenture, dated as of November 6, 2002, to the indenture between the Parent Borrower and U.S. Bank National Association.

10. Fifth Supplemental Indenture, dated as of December 27, 2002, to the indenture between the Parent Borrower and U.S. Bank National Association.

11. Sixth Supplemental Indenture, dated as of June 2, 2003, to the indenture between the Parent Borrower and U.S. Bank National Association.

12. Seventh Supplemental Indenture, dated as of October 8, 2004, to the indenture between the Parent Borrower and U.S. Bank National Association.

13. Eighth Supplemental Indenture, dated as of October 5, 2005, to the indenture between the Parent Borrower and U.S. Bank National Association.

14. Ninth Supplemental Indenture, dated as of October 5, 2006, to the indenture between the Parent Borrower and U.S. Bank National Association.

15. Tenth Supplemental Indenture, dated as of October 9, 2007, to the indenture between the Parent Borrower and U.S. Bank National Association.

16. Agency Agreement (Amended and Restated), dated September 15, 2006, by and among the Parent Borrower, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.

17. Supplemental Agency Agreement, dated September 7, 2007, among the Parent Borrower, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.

18. Supplemental Agency Agreement, dated September 5, 2008, among the Parent Borrower, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme.

19. Indenture, dated as of August 1, 2006, between the Parent Borrower and Deutsche Bank
Trust Company Americas, as Trustee.

20. Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as borrower, the Parent Borrower, as guarantor and the Bank of Scotland and the other banks listed therein.

21. Extension Letter, dated May 11, 2009, to Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as borrower, the Company, as guarantor, and the Bank of Scotland and other banks listed therein.

22. $2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15, 2004, among the Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.

23. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 15, 2004, among the Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.

24. $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the Parent Borrower, CitiCorp USA, Inc as Administrative Agent, and the other financial institutions listed therein.

25. Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.

26. $2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among the Parent Borrower, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.

27. Credit Agreement, dated as of October 13, 2009, among the Parent Borrower, the U.S. Subsidiary Borrower, the Irish Subsidiary Borrower, Holdings, the Irish Initial Intermediate Lessee, the French Initial Intermediate Lessee, the Labuan Initial Intermediate Lessee, the Lender and the Security Trustee.

SCHEDULE 1.01(b)
AMENDED AND RESTATED CREDIT AGREEMENT

TYPE A REQUIRED POOL AIRCRAFT


Airframe	Airframe Manufacturer		Engine Manufacturer and
MSN	and Model	Engine MSNs	Model
2158	Airbus A320-200	575738, 575739	CFM56-5B4/P
2166	Airbus A320-200	575761, 575762	CFM56-5B4/P
2278	Airbus A320-200	575899, 577106	CFM56-5B4/P
2349	Airbus A320-200	577165, 577166	CFM56-5B4/P
3444	Airbus A320-200	697679, 697683	CFM56-5B4/3
3476	Airbus A320-200	697718, 697724	CFM56-5B4/3
32706	Boeing 777-300ER	906139, 906140	GE90-115BG01
32707	Boeing 777-300ER	906170, 906175	GE90-115BG02
32708	Boeing 777-300ER	906171, 906172	GE90-115BG01
32709	Boeing 777-300ER	906197, 906199	GE90-115BG02
32710	Boeing 777-300ER	906212, 906214	GE90-115BG02
32713	Boeing 777-300ER	906300, 906301	GE90-115BG02
32714	Boeing 777-300ER	906321, 906322	GE90-115BG02
32715	Boeing 777-300ER	906230, 906232	GE90-115BG02
32728	Boeing 777-300ER	906237, 906250	GE90-115BG02
32729	Boeing 777-300ER	906285, 906286	GE90-115BG02
32730	Boeing 777-300ER	906235, 906236	GE90-115BG02
33501	Boeing 777-300ER	906148, 906149	GE90-115BG01
462	Airbus A330-200	41224, 41225	Rolls Royce TRENT 772B-60
29395	Boeing B777-300	51285, 51287	Rolls Royce TRENT 892-17
28687	Boeing B777-300	51416, 51417	Rolls Royce TRENT 892-17
29396	Boeing B777-300	51378, 51379	Rolls Royce TRENT 892-17
32697	Boeing B777-300	51371, 51372	Rolls Royce TRENT 892-17
32699	Boeing B777-300	51397, 51398	Rolls Royce TRENT 892-17

TYPE B REQUIRED POOL AIRCRAFT


Airframe	Airframe Manufacturer		Engine Manufacturer and
MSN	and Model	Engine MSNs	Model
29373	Boeing 737-800	894437, 894438	CFM56-7B26
29374	Boeing 737-800	894504, 894505	CFM56-7B26
30704	Boeing 737-800	892948, 892949	CFM56-7B26
30705	Boeing 737-800	892983, 892985	CFM56-7B26
30716	Boeing 737-800	894514, 894515	CFM56-7B26
29357	Boeing 737-700	892238, 893236	CFM56-7B24
29358	Boeing 737-700	892276, 892279	CFM56-7B24
29361	Boeing 737-700	892350, 893348	CFM56-7B24
29362	Boeing 737-700	893383, 893384	CFM56-7B24


Airframe	Airframe Manufacturer		Engine Manufacturer and
MSN	and Model	Engine MSNs	Model
29364	Boeing 737-700	892611, 892612	CFM56-7B24
29365	Boeing 737-700	892644, 892649	CFM56-7B24
33008	Boeing 737-700	892399, 893389	CFM56-7B24
33009	Boeing 737-700	892413, 892414	CFM56-7B24
30681	Boeing 737-800	892286, 892287	CFM56-7B26
30682	Boeing 737-800	892314, 893316	CFM56-7B26
30693	Boeing 737-800	890660, 891655	CFM56-7B26
32800	Boeing 737-800	892325, 892326	CFM56-7B26
32802	Boeing 737-800	892404, 892405	CFM56-7B26
906	Airbus A330-200	41514, 41515	Rolls-Royce TRENT 772B-60
2708	Airbus A320-200	577506, 577507	CFM56-5B4/P
2743	Airbus A320-200	577543, 577544	CFM56-5B4/P
2770	Airbus A320-200	577587, 577590	CFM56-5B4/P
2899	Airbus A320-200	577752, 577753	CFM56-5B4/P
2741	Airbus A321-200	V12273, V12275	IAE V2533-A5
2759	Airbus A321-200	V12291, V12293	IAE V2533-A5
2767	Airbus A321-200	V12302, V12304	IAE V2533-A5
2809	Airbus A321-200	V12323, V12325	IAE V2533-A5
2936	Airbus A321-200	V12418, V12430	IAE V2533-A5
3067	Airbus A321-200	V12542, V12548	IAE V2533-A5
3075	Airbus A321-200	V12558, V12560	IAE V2533-A5
3112	Airbus A321-200	V12593, V12609	IAE V2533-A5
29366	Boeing 737-700	892720, 893709	CFM56-7B24
29367	Boeing 737-700	892774, 892775	CFM56-7B24
29370	Boeing 737-700	894369, 894370	CFM56-7B24
29371	Boeing 737-700	894201, 894224	CFM56-7B24
29372	Boeing 737-700	894345, 894357	CFM56-7B24
30697	Boeing 737-800	892811, 892812	CFM56-7B26
30699	Boeing 737-800	892847, 892848	CFM56-7B26
30708	Boeing 737-800	894263, 894264	CFM56-7B26
30709	Boeing 737-800	892897, 892904	CFM56-7B26
33006	Boeing 737-800	892944, 892945	CFM56-7B26
2371	Airbus A319-100	V11835, V11836	IAE V2524-A5
2408	Airbus A319-100	V11865, V11866	IAE V2524-A5
2426	Airbus A319-100	V11890, V11892	IAE V2524-A5
2435	Airbus A319-100	V11895, V11902	IAE V2524-A5
2505	Airbus A319-100	V11989, V11991	IAE V2524-A5
2574	Airbus A319-100	V12063, V12067	IAE V2524-A5
2579	Airbus A319-100	V12054, V12056	IAE V2524-A5
2667	Airbus A319-100	V12161, V12163	IAE V2524-A5
2815	Airbus A319-100	V12310, V12320	IAE V2524-A5
2901	Airbus A319-100	V12403, V12405	IAE V2524-A5
2940	Airbus A319-100	V12444, V12453	IAE V2524-A5
2948	Airbus A319-100	V12450, V12485	IAE V2524-A5
2969	Airbus A319-100	V12452, V12469	IAE V2524-A5
3020	Airbus A319-100	V12527, V12531	IAE V2524-A5
3144	Airbus A319-100	V12626, V12628	IAE V2524-A5
3258	Airbus A319-100	V12709, V12734	IAE V2524-A5


Airframe	Airframe Manufacturer		Engine Manufacturer and
MSN	and Model	Engine MSNs	Model
3269	Airbus A319-100	V12717, V12720	IAE V2524-A5
3311	Airbus A319-100	V12780, V12782	IAE V2524-A5
3342	Airbus A319-100	V12789, V12791	IAE V2524-A5
30711	Boeing 737-800	894412, 894413	CFM56-7B26
30725	Boeing 737-800	894691, 894692	CFM56-7B26/3
30673	Boeing 737-800	890824, 890826	CFM56-7B27/B1
30733	Boeing 737-800	896143, 896144	CFM56-7B27/3
30685	Boeing 737-800	892543, 892544	CFM56-7B26
30686	Boeing 737-800	892360, 892364	CFM56-7B26
30698	Boeing 737-800	892803, 892804	CFM56-7B26
30700	Boeing 737-800	892864, 892865	CFM56-7B26
30715	Boeing 737-800	894560, 894561	CFM56-7B26
30718	Boeing 737-800	894607, 894608	CFM56-7B26
30728	Boeing 737-800	894883, 894911	CFM56-7B26/3
32801	Boeing 737-800	892300, 892301	CFM56-7B26
33007	Boeing 737-800	892951, 892954	CFM56-7B26
35271	Boeing 737-800	896375, 896378	CFM56-7B26/3
35273	Boeing 737-800	896401, 897371	CFM56-7B26/3
35281	Boeing 737-800	896729, 896730	CFM56-7B26/3
3131	Airbus A320-200	697246, 697265	CFM56-5B4/P
3153	Airbus A320-200	697294, 697296	CFM56-5B4/P
3366	Airbus A320-200	697586, 697588	CFM56-5B4/3
3440	Airbus A320-200	697677, 697681	CFM56-5B4/3
3456	Airbus A320-200	697764, 697765	CFM56-5B4/3
3599	Airbus A320-200	697903, 697904	CFM56-5B4/3
2396	Airbus A319-100	V11860, V11862	IAE V2524-A5
3114	Airbus A319-100	V12588, V12595	IAE V2527M-A5
3116	Airbus A319-100	V12583, V12590	IAE V2527M-A5
3124	Airbus A319-100	V12600, V12630	IAE V2527M-A5
30723	Boeing 737-800	894656, 894675	CFM56-7B26/3
2171	Airbus A320-200	575770, 575771	CFM56-5B4/P
2182	Airbus A320-200	575784, 575785	CFM56-5B4/P
2199	Airbus A320-200	575803, 575804	CFM56-5B4/P
30679	Boeing 737-800	890621, 890622	CFM56-7B27/B1
30666	Boeing 737-800	890740, 890741	CFM56-7B26
30680	Boeing 737-800	890618, 890619	CFM56-7B26
30690	Boeing 737-800	890644, 891637	CFM56-7B26
30691	Boeing 737-800	892363, 893365	CFM56-7B26
30692	Boeing 737-800	890634, 891633	CFM56-7B26

SCHEDULE 3.06
AMENDED AND RESTATED CREDIT AGREEMENT

PERMITTED LIENS

1. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the Federal Aviation Administration on June 12, 2008 and assigned Conveyance No. NW000311.

2. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the Federal Aviation Administration on June 12, 2008 and assigned Conveyance No. CA000422.

3. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the Federal Aviation Administration on September 23, 2008 and assigned Conveyance No. SF001229.

4. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the Federal Aviation Administration on June 12, 2008 and assigned Conveyance No. DM000708.

5. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the Federal Aviation Administration on June 12, 2008 and assigned Conveyance No. SH000667.

6. Notice of Tax Lien dated April 25, 2008 by Tarrant County Tax Assessor Collector, County of Tarrant, State of Texas, as lienholder, which was recorded by the Federal Aviation Administration on June 12, 2008 and assigned Conveyance No. CA000425.

SCHEDULE 3.15
AMENDED AND RESTATED CREDIT AGREEMENT

BORROWER PARTY INFORMATION


				Employer or
		Jurisdiction		Taxpayer
Name of Borrower		of		Identification
Party	Chief Executive Office	Incorporation	Entity Type	Number
INTERNATIONAL LEASE FINANCE CORPORATION	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	22-3059110

TOP AIRCRAFT, INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	27-1091097

STATES AIRCRAFT, INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	27-1091053

SHREWSBURY AIRCRAFT LEASING LIMITED	30 North Wall Quay Dublin 1 Ireland	Ireland	Private Limited Liability Company	98-0636930

ILFC IRELAND LIMITED	30 North Wall Quay Dublin 1 Ireland	Ireland	Private Limited Liability Company	98-0415543

ILFC FRANCE S.A.R.L.	52 rue de la Victoire Paris France 75009	France	Société Anonyme à Responsabilité limitée	N/A

ILFC LABUAN LTD.	Unit 3(l) Main Office Tower Financial Park Labuan Jalan Merdeka 87000 Labuan F.T. Labuan Malaysia	Malaysia	Private Limited Liability Company	N/A

SCHEDULE 3.19(a)
AMENDED AND RESTATED CREDIT AGREEMENT

POOL AIRCRAFT


Airframe	Airframe Manufacturer		Engine Manufacturer and	Country of
MSN	and Model	Engine MSNs	Model	Registration
29373	Boeing 737-800	894437, 894438	CFM56-7B26	CHINA
29374	Boeing 737-800	894504, 894505	CFM56-7B26	CHINA
30704	Boeing 737-800	892948, 892949	CFM56-7B26	CHINA
30705	Boeing 737-800	892983, 892985	CFM56-7B26	CHINA
30716	Boeing 737-800	894514, 894515	CFM56-7B26	CHINA
29357	Boeing 737-700	892238, 893236	CFM56-7B24	CHINA
29358	Boeing 737-700	892276, 892279	CFM56-7B24	CHINA
29361	Boeing 737-700	892350, 893348	CFM56-7B24	CHINA
29362	Boeing 737-700	893383, 893384	CFM56-7B24	CHINA
29364	Boeing 737-700	892611, 892612	CFM56-7B24	CHINA
29365	Boeing 737-700	892644, 892649	CFM56-7B24	CHINA
33008	Boeing 737-700	892399, 893389	CFM56-7B24	CHINA
33009	Boeing 737-700	892413, 892414	CFM56-7B24	CHINA
30681	Boeing 737-800	892286, 892287	CFM56-7B26	CHINA
30682	Boeing 737-800	892314, 893316	CFM56-7B26	CHINA
30693	Boeing 737-800	890660, 891655	CFM56-7B26	CHINA
32800	Boeing 737-800	892325, 892326	CFM56-7B26	CHINA
32802	Boeing 737-800	892404, 892405	CFM56-7B26	CHINA
906	Airbus A330-200	41514, 41515	Rolls-Royce TRENT 772B-60	CHINA
2708	Airbus A320-200	577506, 577507	CFM56-5B4/P	CHINA
2743	Airbus A320-200	577543, 577544	CFM56-5B4/P	CHINA
2770	Airbus A320-200	577587, 577590	CFM56-5B4/P	CHINA
2899	Airbus A320-200	577752, 577753	CFM56-5B4/P	CHINA
2741	Airbus A321-200	V12273, V12275	IAE V2533-A5	CHINA
2759	Airbus A321-200	V12291, V12293	IAE V2533-A5	CHINA
2767	Airbus A321-200	V12302, V12304	IAE V2533-A5	CHINA
2809	Airbus A321-200	V12323, V12325	IAE V2533-A5	CHINA
2936	Airbus A321-200	V12418, V12430	IAE V2533-A5	CHINA
3067	Airbus A321-200	V12542, V12548	IAE V2533-A5	CHINA
3075	Airbus A321-200	V12558, V12560	IAE V2533-A5	CHINA
3112	Airbus A321-200	V12593, V12609	IAE V2533-A5	CHINA
29366	Boeing 737-700	892720, 893709	CFM56-7B24	CHINA
29367	Boeing 737-700	892774, 892775	CFM56-7B24	CHINA
29370	Boeing 737-700	894369, 894370	CFM56-7B24	CHINA
29371	Boeing 737-700	894201, 894224	CFM56-7B24	CHINA
29372	Boeing 737-700	894345, 894357	CFM56-7B24	CHINA
30697	Boeing 737-800	892811, 892812	CFM56-7B26	CHINA
30699	Boeing 737-800	892847, 892848	CFM56-7B26	CHINA
30708	Boeing 737-800	894263, 894264	CFM56-7B26	CHINA


Airframe	Airframe Manufacturer		Engine Manufacturer and	Country of
MSN	and Model	Engine MSNs	Model	Registration
30709	Boeing 737-800	892897, 892904	CFM56-7B26	CHINA
33006	Boeing 737-800	892944, 892945	CFM56-7B26	CHINA
2371	Airbus A319-100	V11835, V11836	IAE V2524-A5	CHINA
2408	Airbus A319-100	V11865, V11866	IAE V2524-A5	CHINA
2426	Airbus A319-100	V11890, V11892	IAE V2524-A5	CHINA
2435	Airbus A319-100	V11895, V11902	IAE V2524-A5	CHINA
2505	Airbus A319-100	V11989, V11991	IAE V2524-A5	CHINA
2574	Airbus A319-100	V12063, V12067	IAE V2524-A5	CHINA
2579	Airbus A319-100	V12054, V12056	IAE V2524-A5	CHINA
2667	Airbus A319-100	V12161, V12163	IAE V2524-A5	CHINA
2815	Airbus A319-100	V12310, V12320	IAE V2524-A5	CHINA
2901	Airbus A319-100	V12403, V12405	IAE V2524-A5	CHINA
2940	Airbus A319-100	V12444, V12453	IAE V2524-A5	CHINA
2948	Airbus A319-100	V12450, V12485	IAE V2524-A5	CHINA
2969	Airbus A319-100	V12452, V12469	IAE V2524-A5	CHINA
3020	Airbus A319-100	V12527, V12531	IAE V2524-A5	CHINA
3144	Airbus A319-100	V12626, V12628	IAE V2524-A5	CHINA
3258	Airbus A319-100	V12709, V12734	IAE V2524-A5	CHINA
3269	Airbus A319-100	V12717, V12720	IAE V2524-A5	CHINA
3311	Airbus A319-100	V12780, V12782	IAE V2524-A5	CHINA
3342	Airbus A319-100	V12789, V12791	IAE V2524-A5	CHINA
30711	Boeing 737-800	894412, 894413	CFM56-7B26	CHINA
30725	Boeing 737-800	894691, 894692	CFM56-7B26/3	CHINA
30673	Boeing 737-800	890824, 890826	CFM56-7B27/B1	CHINA
30733	Boeing 737-800	896143, 896144	CFM56-7B27/3	CHINA
30685	Boeing 737-800	892543, 892544	CFM56-7B26	CHINA
30686	Boeing 737-800	892360, 892364	CFM56-7B26	CHINA
30698	Boeing 737-800	892803, 892804	CFM56-7B26	CHINA
30700	Boeing 737-800	892864, 892865	CFM56-7B26	CHINA
30715	Boeing 737-800	894560, 894561	CFM56-7B26	CHINA
30718	Boeing 737-800	894607, 894608	CFM56-7B26	CHINA
30728	Boeing 737-800	894883, 894911	CFM56-7B26/3	CHINA
32801	Boeing 737-800	892300, 892301	CFM56-7B26	CHINA
33007	Boeing 737-800	892951, 892954	CFM56-7B26	CHINA
35271	Boeing 737-800	896375, 896378	CFM56-7B26/3	CHINA
35273	Boeing 737-800	896401, 897371	CFM56-7B26/3	CHINA
35281	Boeing 737-800	896729, 896730	CFM56-7B26/3	CHINA
3131	Airbus A320-200	697246, 697265	CFM56-5B4/P	CHINA
3153	Airbus A320-200	697294, 697296	CFM56-5B4/P	CHINA
3366	Airbus A320-200	697586, 697588	CFM56-5B4/3	CHINA
3440	Airbus A320-200	697677, 697681	CFM56-5B4/3	CHINA
3456	Airbus A320-200	697764, 697765	CFM56-5B4/3	CHINA
3599	Airbus A320-200	697903, 697904	CFM56-5B4/3	CHINA
2396	Airbus A319-100	V11860, V11862	IAE V2524-A5	CHINA
3114	Airbus A319-100	V12588, V12595	IAE V2527M-A5	CHINA
3116	Airbus A319-100	V12583, V12590	IAE V2527M-A5	CHINA
3124	Airbus A319-100	V12600, V12630	IAE V2527M-A5	CHINA
30723	Boeing 737-800	894656, 894675	CFM56-7B26/3	CHINA


Airframe	Airframe Manufacturer		Engine Manufacturer and	Country of
MSN	and Model	Engine MSNs	Model	Registration
2171	Airbus A320-200	575770, 575771	CFM56-5B4/P	CHINA
2182	Airbus A320-200	575784, 575785	CFM56-5B4/P	CHINA
2199	Airbus A320-200	575803, 575804	CFM56-5B4/P	CHINA
30679	Boeing 737-800	890621, 890622	CFM56-7B27/B1	CHINA
30666	Boeing 737-800	890740, 890741	CFM56-7B26	CHINA
30680	Boeing 737-800	890618, 890619	CFM56-7B26	CHINA
30690	Boeing 737-800	890644, 891637	CFM56-7B26	CHINA
30691	Boeing 737-800	892363, 893365	CFM56-7B26	CHINA
30692	Boeing 737-800	890634, 891633	CFM56-7B26	CHINA
29368	Boeing 737-800	892801, 892802	CFM56-7B26	INDIA
29369	Boeing 737-800	892857, 893860	CFM56-7B26	INDIA
30696	Boeing 737-800	892763, 892764	CFM56-7B26	INDIA
30701	Boeing 737-800	892871, 892872	CFM56-7B26	INDIA
751	Airbus A330-200	41387, 41388	Rolls-Royce TRENT 772B-60	INDIA
807	Airbus A330-200	41425, 41426	Rolls-Royce TRENT 772B-60	INDIA
35289	Boeing 737-800	802135, 802136	CFM56-7B26/3	INDIA
30694	Boeing 737-800	892693, 892694	CFM56-7B26	INDIA
30695	Boeing 737-800	892758, 892761	CFM56-7B26	INDIA
2731	Airbus A320-200	V12223, V12227	IAE V2527-A5	INDIA
2922	Airbus A320-200	V12408, V12410	IAE V2527-A5	INDIA
3012	Airbus A320-200	V12480, V12489	IAE V2527-A5	INDIA
3089	Airbus A320-200	V12567, V12569	IAE V2527-A5	INDIA
3105	Airbus A320-200	V12573, V12575	IAE V2527-A5	INDIA
3270	Airbus A320-200	V12721, V12725	IAE V2527-A5	INDIA
3120	Airbus A321-200	V12601, V12603	IAE V2533-A5	INDIA
30660	Boeing 737-800	890461, 890462	CFM56-7B27/B1	INDIA
2191	Airbus A320-200	575796, 575797	CFM56-5B4/P	IRELAND
2206	Airbus A320-200	575812, 575813	CFM56-5B4/P	IRELAND
2542	Airbus A320-200	577371, 577372	CFM56-5B4/P	IRELAND
3129	Airbus A320-200	697254, 697256	CFM56-5B4/P	IRELAND
3501	Airbus A320-200	697766, 697779	CFM56-5B4/3	IRELAND
2424	Airbus A319-100	V11886, V11888	IAE V2524-A5	IRELAND
2698	Airbus A319-100	V12196, V12205	IAE V2524-A5	IRELAND
2723	Airbus A319-100	V12244, V12246	IAE V2524-A5	IRELAND
30702	Boeing 737-800	892882, 892883	CFM56-7B26	MALAYSIA
30703	Boeing 737-800	892905, 892906	CFM56-7B26	MALAYSIA
2158	Airbus A320-200	575738, 575739	CFM56-5B4/P	UNITED ARAB EMIRATES
2166	Airbus A320-200	575761, 575762	CFM56-5B4/P	UNITED ARAB EMIRATES
2278	Airbus A320-200	575899, 577106	CFM56-5B4/P	UNITED ARAB EMIRATES
2349	Airbus A320-200	577165, 577166	CFM56-5B4/P	UNITED ARAB EMIRATES
3444	Airbus A320-200	697679, 697683	CFM56-5B4/3	UNITED ARAB EMIRATES
3476	Airbus A320-200	697718, 697724	CFM56-5B4/3	UNITED ARAB EMIRATES


Airframe	Airframe Manufacturer		Engine Manufacturer and	Country of
MSN	and Model	Engine MSNs	Model	Registration
32706	Boeing 777-300ER	906139, 906140	GE90-115BG01	UNITED ARAB EMIRATES
32707	Boeing 777-300ER	906170, 906175	GE90-115BG02	UNITED ARAB EMIRATES
32708	Boeing 777-300ER	906171, 906172	GE90-115BG01	UNITED ARAB EMIRATES
32709	Boeing 777-300ER	906197, 906199	GE90-115BG02	UNITED ARAB EMIRATES
32710	Boeing 777-300ER	906212, 906214	GE90-115BG02	UNITED ARAB EMIRATES
32713	Boeing 777-300ER	906300, 906301	GE90-115BG02	UNITED ARAB EMIRATES
32714	Boeing 777-300ER	906321, 906322	GE90-115BG02	UNITED ARAB EMIRATES
32715	Boeing 777-300ER	906230, 906232	GE90-115BG02	UNITED ARAB EMIRATES
32728	Boeing 777-300ER	906237, 906250	GE90-115BG02	UNITED ARAB EMIRATES
32729	Boeing 777-300ER	906285, 906286	GE90-115BG02	UNITED ARAB EMIRATES
32730	Boeing 777-300ER	906235, 906236	GE90-115BG02	UNITED ARAB EMIRATES
33501	Boeing 777-300ER	906148, 906149	GE90-115BG01	UNITED ARAB EMIRATES
30038	Boeing 737-700	892147, 893142	CFM56-7B22	UNITED STATES
32842	Boeing 737-700	893601, 893602	CFM56-7B22	UNITED STATES
33793	Boeing 737-700	892172, 893136	CFM56-7B22	UNITED STATES
32718	Boeing 777-200ER	900475, 900476	GE90-94B	UNITED STATES
32719	Boeing 777-200ER	900481, 900482	GE90-94B	UNITED STATES
2406	Airbus A319-100	577206, 577210	CFM56-5B5/P	UNITED STATES
2448	Airbus A319-100	577242, 577248	CFM56-5B5/P	UNITED STATES
1917	Airbus A320-200	V11389, V11391	IAE V2527-A5	UNITED STATES
2149	Airbus A320-200	V11601, V11609	IAE V2527-A5	UNITED STATES
30670	Boeing 737-800	890786, 890787	CFM56-7B26	UNITED STATES
32799	Boeing 737-800	890756, 890757	CFM56-7B26	UNITED STATES
2433	Airbus A319-100	V11893, V11896	IAE V2524-A5	UNITED STATES
2470	Airbus A319-100	V11942, V11946	IAE V2524-A5	UNITED STATES
2473	Airbus A319-100	V11950, V11963	IAE V2524-A5	UNITED STATES
2485	Airbus A319-100	V11952, V11965	IAE V2524-A5	UNITED STATES
2490	Airbus A319-100	V11960, V11971	IAE V2524-A5	UNITED STATES
2673	Airbus A319-100	V12204, V12239	IAE V2524-A5	UNITED STATES
2679	Airbus A319-100	V12199, V12207	IAE V2524-A5	UNITED STATES
2704	Airbus A319-100	V12230, V12232	IAE V2524-A5	UNITED STATES
2711	Airbus A319-100	V12218, V12225	IAE V2524-A5	UNITED STATES
2978	Airbus A319-100	V12474, V12478	IAE V2524-A5	UNITED STATES
2983	Airbus A319-100	V12482, V12484	IAE V2524-A5	UNITED STATES
3007	Airbus A319-100	V12458, V12496	IAE V2524-A5	UNITED STATES
3017	Airbus A319-100	V12506, V12512	IAE V2524-A5	UNITED STATES
3026	Airbus A319-100	V12518, V12537	IAE V2524-A5	UNITED STATES
3165	Airbus A319-100	V12607, V12632	IAE V2524-A5	UNITED STATES
2476	Airbus A321-200	V11929, V11931	IAE V2533-A5	UNITED STATES
2590	Airbus A321-200	V12070, V12072	IAE V2533-A5	UNITED STATES

SCHEDULE 3.19(b)
AMENDED AND RESTATED CREDIT AGREEMENT

LEASES

A320-200 aircraft bearing serial number 2191

1. Aircraft Lease Agreement, dated as of November 19, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of November 19, 2003, between ILFC and *.

3. Global Letter Agreement No. 1e, dated as of November 19, 2003, between ILFC and *.

4. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 30, 2004, between ILFC and *.

5. Amendment No. 2 to Aircraft Lease Agreement, dated as of April 30, 2004, between ILFC and *.

6. Global Letter Agreement No. 2, dated as of May 29, 2006, between ILFC, *, Sierra Leasing Limited and Whitney Leasing Limited.

7. Global Amendment #1 to Side Letters, dated as of November 30, 2006, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of April 30, 2004.

9. Assignment of Warranty and Support Rights (Airframe), dated as of April 30, 2004, between ILFC and *, consented to by AVSA, S.A.R.L.

10. Assignment of Warranties (Engines), dated as of April 30, 2004, between ILFC and *.

A320-200 aircraft bearing serial number 2206

1. Aircraft Lease Agreement, dated as of November 19, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of November 19, 2003, between ILFC and *.


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

3. Global Letter Agreement No. 1, dated as of November 19, 2003, between ILFC and *.

4. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 19, 2004, between ILFC and *.

5. Amendment No. 2 to Aircraft Lease Agreement, dated as of May 19, 2004, between ILFC and *.

6. Side Letter Regarding Side Letter Number One to Aircraft Lease Agreement, dated as of December 21, 2004, between ILFC and *.

7. Lease Assignment, Assumption and Amendment Agreement dated as of December 21, 2004, between ILFC, Sierra Leasing Limited (“Sierra”) and *.

8. Global Letter Agreement No. 2, dated as of May 29, 2006, between ILFC, *, Sierra and Whitney Leasing Limited.

9. Global Amendment #1 to Side Letters, dated as of November 30, 2006, between ILFC and *.

10. Lease Assignment and Amendment Agreement, dated as of April 30, 2009, between Sierra, ILFC and *.

11. Estoppel and Acceptance Certificate dated as of May 19, 2004.

12. Assignment of Warranty and Support Rights (Airframe), dated as of May 19, 2004, between ILFC and *, consented to by AVSA, S.A.R.L.

13. Assignment of Warranties (Engines), dated as of May 19, 2004, between ILFC and *.

A320-200 aircraft bearing serial number 2542

1. Aircraft Lease Agreement, dated as of November 19, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of November 19, 2003, between ILFC and *.

3. Global Letter Agreement No. 1, dated as of November 19, 2003, between ILFC and *.

4. Amendment No. 1 to Aircraft Lease Agreement, dated as of October 7, 2005, between ILFC and *.


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

5. Amendment No. 2 to Aircraft Lease Agreement, dated as of October 7, 2005, between ILFC and *.

6. Global Letter Agreement No. 2, dated as of May 29, 2006, among ILFC, Sierra Leasing Limited, Whitney Leasing Limited and *.

7. Global Amendment #1 To Side Letters, dated as of November 30, 2006, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of October 7, 2005.

9. Assignment of Rights (Airframe), dated as of October 7, 2005, between ILFC and *, consented to by AVSA, S.A.R.L.

10. Assignment of Warranties (Engines), dated as of October 7, 2005, between ILFC and *.

A320-200 aircraft bearing serial number 3129

1. Aircraft Lease Agreement, dated as of May 30, 2006, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 18, 2007, between ILFC and *.

3. Estoppel and Acceptance Certificate dated as of May 18, 2007.

4. Assignment of Rights (Airframe), dated as of May 18, 2007, between ILFC and *, consented to by Airbus S.A.S.

5. Assignment of Warranties (Engines), dated as of May 18, 2007, between ILFC and *.

A320-200 aircraft bearing serial number 3501

1. Aircraft Lease Agreement, dated as of May 25, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Amendment No. 1 to Aircraft Lease Agreement, dated as of June 3, 2008, between ILFC and *.

3. Estoppel and Acceptance Certificate dated as of June 3, 2008.


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

4. Assignment of Rights (Airframe), dated as of June 3, 2008, between ILFC and *, consented to by Airbus S.A.S.

5. Assignment of Warranties (Engines), dated as of June 3, 2008, between ILFC and *.

B737-700 aircraft bearing serial number 29356

1. Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter No. 1 to the Aircraft Lease Agreement, dated as of February 6, 2003, between * and ILFC.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and *.

4. Special Letter Agreement No. 1, dated as of May 15, 2009, between * and ILFC.

5. Transaction Agreement, dated as of August 21, 2009, between * and ILFC.

6. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of October 18, 2004.

8. Assignment of Rights (Airframe), dated as of October 18, 2004, between ILFC and *, consented to by The Boeing Company.

9. Assignment of Rights (Engines), dated as of October 18, 2004, between ILFC and *.

B737-700 aircraft bearing serial number 32842

1. Aircraft Lease Agreement, dated as of September 27, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter No. 1 to Aircraft Lease Agreement, dated as of September 27, 2004, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and *.


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

4. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.

5. Transaction Agreement dated as of August 21, 2009 between ILFC and *.

6. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of November 21, 2005.

8. Assignment of Rights (Airframe), dated as of November 21, 2005, between ILFC and *, consented to by The Boeing Company.

9. Assignment of Warranties (Engines), dated as of November 21, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 30038

1. Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter No. 1 to Aircraft Lease Agreement, dated as of February 6, 2003, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and *.

4. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.

5. Transaction Agreement dated as of August 21, 2009 between ILFC and *.

6. Amendment No. 2 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of November 15, 2004.

8. Assignment of Rights (Airframe), dated as of November 15, 2004, between ILFC and *, consented to by The Boeing Company.

9. Assignment of Rights (Engines), dated as of November 15, 2004, between ILFC and *.

B737-700 aircraft bearing serial number 33793


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

1. Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number No. 1 to Aircraft Lease Agreement, dated as of February 6, 2003, between ILFC and *.

3. Side Letter to the Aircraft Lease Agreement, dated as of June 7, 2004, between ILFC and *.

4. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.

5. Transaction Agreement dated as of August 21, 2009 between ILFC and *.

6. Amendment No. 1 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of November 15, 2004.

8. Transfer of Rights (Airframe), dated as of November 15, 2004, between ILFC and *, consented to by The Boeing Company.

9. Engine Warranty Assignment, dated as of November 15, 2004, between ILFC and *.

B737-700ER aircraft bearing serial number 32719

1. Aircraft Lease Agreement, dated as of December 23, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of December 23, 2004, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and *.

4. Amendment No. 2 to Aircraft Lease Agreement, dated as of September 27, 2006, between ILFC and *.

5. Onpoint Solutions Program Consent Agreement, dated as of December 10, 2007, between ILFC and *.

6. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.

7. Transaction Agreement dated as of August 21, 2009 between ILFC and *.


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

8. Amendment No. 3 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC and *.

9. Estoppel and Acceptance Certificate dated as of April 28, 2006.

10. Assignment of Rights (Airframe), dated as of April 28, 2006, between ILFC and *, consented to by The Boeing Company.

11. Assignment of Rights (Engines), dated as of April 28, 2006, between ILFC and *.

B737-700ER aircraft bearing serial number 32718

1. Aircraft Lease Agreement, dated as of December 23, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of December 23, 2004, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of May 30, 2006, between ILFC and *.

4. Amendment No. 2 to Aircraft Lease Agreement, dated as of September 27, 2006, between ILFC and *.

5. Special Letter Agreement No. 1, dated as of May 15, 2009, between ILFC and *.

6. Transaction Agreement dated as of August 21, 2009 between ILFC and *.

7. Amendment No. 3 to Aircraft Lease Agreement, dated as of August 21, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of March 22, 2006.

9. Assignment of Rights (Airframe), dated as of March 22, 2006, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Rights (Engines), dated as of March 22, 2006, between ILFC and *.

A320-200 aircraft bearing serial number 3476


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

1. Aircraft Lease Agreement, dated as of March 23, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Amendment No. 1 to Aircraft Lease Agreement, dated as of April 17, 2008, between ILFC and *.

3. Estoppel and Acceptance Certificate dated as of April 17, 2008.

4. Assignment of Rights (Airframe), dated as of April 17, 2008, between ILFC and *, consented to by Airbus S.A.S.

5. Assignment of Warranties (Engines), dated as of April 17, 2008, between ILFC and *.

A320-200 aircraft bearing serial number 3444

1. Aircraft Lease Agreement, dated as of March 23, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Amendment No. 1 to Aircraft Lease Agreement, dated as of March 21, 2008, between ILFC and *.

3. Estoppel and Acceptance Certificate dated as of March 21, 2008.

4. Assignment of Rights (Airframe), dated as of March 21, 2008, between ILFC and *, consented to by Airbus S.A.S.

5. Assignment of Warranties (Engines), dated as of March 21, 2008, between ILFC and *.

A320-200 aircraft bearing serial number 2349

1. Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2005, between ILFC and *.

4. Amendment No. 2 to Aircraft Lease Agreement, dated as of January 24, 2005, between ILFC and *.


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

5. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005, between ILFC and *.

6. Amendment #3 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as of March 23, 2007, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of January 24, 2005.

8. Assignment of Warranty and Support Rights, dated as of January 24, 2005, between ILFC and *, consented to by AVSA, S.A.R.L.

9. Assignment of Warranties (Engines), dated as of January 24, 2005, between ILFC and *.

A320-200 aircraft bearing serial number 2278

1. Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of October 13, 2004, between ILFC and *.

4. Amendment No. 2 to Aircraft Lease Agreement, dated as of October 13, 2004, between ILFC and *.

5. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005, between ILFC and *.

6. Amendment No. 3 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as of March 23, 2007, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of October 13, 2004.

8. Amendment No. 1 to the Estoppel and Acceptance Certificate, dated as of October 13, 2004, between ILFC and *.

9. Assignment of Rights (Airframe), dated as of October 13, 2004, between ILFC and *, consented to by AVSA, S.A.R.L. (“AVSA”)

10. Assignment of Warranties (Engines), dated as of October 13, 2004, between ILFC and *.


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

A320-200 aircraft bearing serial number 2166

1. Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003, between ILFC and *.

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of March 23, 2004, between ILFC and *.

4. Amendment No. 2 to Aircraft Lease Agreement, dated as of March 23, 2004, between ILFC and *.

5. Amendment No. 3 to Aircraft Lease Agreement, dated as of October 29, 2004, between ILFC and *.

6. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005, between ILFC and *.

7. Amendment #4 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as of March 23, 2007, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of March 23, 2004.

9. Assignment of Rights (Airframe), dated as of March 23, 2004, between ILFC and *, consented to by AVSA, S.A.R.L. (“AVSA”)

10. Assignment of Warranties (Engines), dated as of March 23, 2004, between ILFC and *.

11. Assignment of Warranty Rights (Airframe), dated as of October 31, 2004, between FLS Aerospace (UK) Limited and *, consented to by AVSA and ILFC.

A320-200 aircraft bearing serial number 2158

1. Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter Number One to Aircraft Lease Agreement, dated as of September 10, 2003, between ILFC and *.


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

3. Amendment No. 1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

4. Amendment No. 2 to Aircraft Lease Agreement, dated as of March 23, 2004, between ILFC and *.

5. Amendment No. 3 to Aircraft Lease Agreement, dated as of October 29, 2004, between ILFC and *.

6. Side Letter Number Two to Aircraft Lease Agreement, dated as of December 13, 2005, between ILFC and *.

7. Amendment #4 to Aircraft Lease Agreement and Exercise of Lease Extension Option, dated as of March 23, 2007, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of February 26, 2004.

9. Assignment of Rights (Airframe), dated as of February 26, 2004, between ILFC and *, consented to by AVSA, S.A.R.L.

10. Assignment of Warranties (Engines), dated as of February 26, 2004, between ILFC and *.

B737-800 aircraft bearing serial number 30716

1. Aircraft Lease Agreement, dated as of December 20, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.

2. Estoppel and Acceptance Certificate dated as of March 16, 2007.

3. Assignment of Rights (Airframe), dated as of March 16, 2007, between ILFC and *, consented to by The Boeing Company.

4. Assignment of Warranties (Engines), dated as of March 16, 2007, between ILFC and *.

B737-800 aircraft bearing serial number 29374

1. Aircraft Lease Agreement, dated as of December 20, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.


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

2. Estoppel and Acceptance Certificate dated as of March 9, 2007.

3. Assignment of Rights (Airframe), dated as of March 9, 2007, between ILFC and *, consented to by The Boeing Company.

4. Assignment of Warranties (Engines), dated as of March 9, 2007, between ILFC and *.

B737-800 aircraft bearing serial number 29373

1. Aircraft Lease Agreement, dated as of December 20, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.

2. Estoppel and Acceptance Certificate dated as of February 12, 2007.

3. Assignment of Rights (Airframe), dated as of February 12, 2007, between ILFC and *, consented to by The Boeing Company.

4. Assignment of Warranties (Engines), dated as of February 12, 2007, between ILFC and *.

B737-800 aircraft bearing serial number 30705

1. Aircraft Lease Agreement, dated as of May 12, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreements, dated as of May 12, 2005 between ILFC, * and *.

3. Estoppel and Acceptance Certificate dated as of July 28, 2006.

4. Assignment of Rights (Airframe), dated as of July 28, 2006, between ILFC and *, consented to by The Boeing Company.

5. Assignment of Warranties (Engines), dated as of July 28, 2006, between ILFC and *.

B737-800 aircraft bearing serial number 30704

1. Aircraft Lease Agreement, dated as of May 12, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee, and *, as Consenting Party.


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

2. Side Letter #1 to Aircraft Lease Agreements, dated as of May 12, 2005, between ILFC, * and *.

3. Estoppel and Acceptance Certificate dated as of July 11, 2006.

4. Assignment of Rights (Airframe), dated as of July 11, 2006, between ILFC and *, consented to by The Boeing Company.

5. Assignment of Warranties (Engines), dated as of July 11, 2006, between ILFC and *.

B737-800 aircraft bearing serial number 30701

1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Guarantee between * (“Guarantor”) and ILFC (“Beneficiary”) Amendment Number One to Aircraft Lease Agreement, dated as of May 17, 2006.

3. Estoppel and Acceptance Certificate dated as of May 24, 2006.

4. Assignment of Rights (Airframe), dated as of May 24, 2006, between ILFC and *, consented to by The Boeing Company.

5. Assignment of Rights (Engines), dated as of May 24, 2006, between ILFC and *.

B737-800 aircraft bearing serial number 29369

1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Guarantee between * (“Guarantor”) and ILFC (“Beneficiary”) Amendment Number One to Aircraft Lease Agreement, dated as of May 9, 2006.

3. Estoppel and Acceptance Certificate dated as of May 10, 2006.

4. Assignment of Rights (Airframe), dated as of May 10, 2006, between ILFC and *, consented to by The Boeing Company.

5. Assignment of Rights (Engines), dated as of May 10, 2006, between ILFC and *.


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

B737-800 aircraft bearing serial number 29368

1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Guarantee between * (“Guarantor”) and ILFC (“Beneficiary”) Amendment Number One to Aircraft Lease Agreement, dated as of January 31, 2006.

3. Estoppel and Acceptance Certificate dated as of April 6, 2006.

4. Assignment of Rights (Airframe), dated as of April 6, 2006, between ILFC and *, consented to by The Boeing Company.

5. Assignment of Rights (Engines), dated as of April 6, 2006, between ILFC and *.

B737-800 aircraft bearing serial number 30696

1. Aircraft Lease Agreement, dated as of August 29, 2005, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Guarantee between * and ILFC (“Beneficiary”) Amendment Number One to Aircraft Lease Agreement, dated as of March 14, 2006.

3. Estoppel and Acceptance Certificate dated as of March 16, 2006.

4. Assignment of Rights (Airframe), dated as of March 16, 2006, between ILFC and *, consented to by The Boeing Company.

5. Assignment of Rights (Engines), dated as of March 16, 2006, between ILFC and *.

A320-200 aircraft bearing serial number 2171

1. Aircraft Lease Agreement, dated as of July 21, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party (“Consenting Party”).

2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 21, 2003, between ILFC, * and Consenting Party.

3. Amendment Number One to Aircraft Lease Agreement, dated as of March 18, 2004, between ILFC and *.


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

4. Amendment Number Two to Aircraft Lease Agreement, dated as of March 18, 2004, between ILFC and *.

5. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and Consenting Party.

6. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and Consenting Party.
(Terminates previous Deed of Novation and Amendment)

7. Letter Agreement Re: A320-214 Aircraft Manuals, dated as of April 19, 2007, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of March 18, 2004.

9. Assignment of Rights (Airframe), dated as of March 18, 2004, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Warranties (Engines), dated as of March 18, 2004, between ILFC and *.

A320-200 aircraft bearing serial number 2182

1. Aircraft Lease Agreement, dated as of July 21, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party (“Consenting Party”).

2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 21, 2003, between ILFC, * and Consenting Party.

3. Amendment Number One to Aircraft Lease Agreement, dated as of April 14, 2004, between ILFC and *.

4. Amendment Number Two to Aircraft Lease Agreement, dated as of April 14, 2004, between ILFC and *.

5. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and Consenting Party.

6. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and Consenting Party.


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

(Terminates previous Deed of Novation and Amendment)

7. Letter Agreement Re: A320-214 Aircraft Manuals, dated as of April 19, 2007, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of April 14, 2004.

9. Assignment of Rights (Airframe), dated as of April 14, 2004, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Warranties (Engines), dated as of April 14, 2004, between ILFC and *.

A320-200 aircraft bearing serial number 2199

1. Aircraft Lease Agreement, dated as of July 21, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party (“Consenting Party”).

2. Side Letter #1 to Aircraft Lease Agreement, dated as of July 21, 2003, between ILFC, * and Consenting Party.

3. Amendment Number One to Aircraft Lease Agreement, dated as of May 11, 2004, between ILFC and *.

4. Amendment Number Two to Aircraft Lease Agreement, dated as of May 11, 2004, between ILFC and *.

5. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and Consenting Party.

6. Deed of Novation and Amendment, dated as of April 11, 2005, between *, *, ILFC and Consenting Party.
(Terminates previous Deed of Novation and Amendment)

7. Letter Agreement Re: A320-214 Aircraft Manuals, dated as of April 19, 2007, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of May 11, 2004.

9. Assignment of Rights (Airframe), dated as of May 11, 2004, between ILFC and *, consented to by The Boeing Company.


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

10. Assignment of Warranties (Engines), dated as of May 11, 2004, between ILFC and *.

B737-700 aircraft bearing serial number 29365

1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *, and *, as Consenting Party.

3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between ILFC, *, and *, as Consenting Party.

4. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and *, as Consenting Party.

5. Amendment Number One to Aircraft Lease Agreement, dated as of January 17, 2006 between ILFC and *.

6. Amendment Number Two to Aircraft Lease Agreement, dated as of January 17, 2006 between ILFC and *.

7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of January 17, 2006.

9. Assignment of Rights (Airframe), dated as of January 17, 2006, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Warranties (Engines), dated as of January 17, 2006, between ILFC and *.

B737-700 aircraft bearing serial number 29364

1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *, and *, as Consenting Party.


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

3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between ILFC, *, and *, as Consenting Party.

4. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and * as Consenting Party.

5. Amendment Number One to Aircraft Lease Agreement, dated as of December 15, 2005 between ILFC and *.

6. Amendment Number Two to Aircraft Lease Agreement, dated as of December 15, 2005 between ILFC and *.

7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of December 15, 2005.

9. Assignment of Rights (Airframe), dated as of December 15, 2005, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Warranties (Engines), dated as of December 15, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 33009

1. Aircraft Lease Agreement, dated as of April 28, 2004, between *, as Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor, and * (“Consenting Party”).

2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, * and Consenting Party.

3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between ILFC, * and Consenting Party.

4. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 13, 2004, between ILFC and *.

5. Amendment #1 to Aircraft Lase Agreement, dated as of August 13, 2004, between ILFC and *.

6. Amendment No. Two to Aircraft Lease Agreement, dated as of June 20, 2005, between ILFC and *.


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

7. Amendment Number Three to Aircraft Lease Agreement, dated as of June 20, 2005, between * and ILFC.

8. Novation and Amendment Deed, dated as of October 21, 2005, between *, *, ILFC and Consenting Party.

9. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

10. Estoppel and Acceptance Certificate dated as of June 20, 2005.

11. Assignment of Rights (Airframe), dated as of June 20, 2005, between ILFC and *, consented to by The Boeing Company.

12. Notice to The Boeing Company, dated as of October 21, 2005, between *, * and ILFC, acknowledged to by The Boeing Company.

13. Assignment of Warranties (Engines), dated as of June 20, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 33008

1. Aircraft Lease Agreement, dated as of April 28, 2004, between *, as Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor, and * (“Consenting Party”).

2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004 between ILFC, * and Consenting Party.

3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between ILFC, * and Consenting Party.

4. Amendment #1 to Aircraft Lease Agreement, dated as of August 1, 2004, between ILFC and *.

5. Amendment No. One to Aircraft Lease Agreement, dated as of June 3, 2005 between ILFC and *.

6. Amendment Number Two to Aircraft Lease Agreement, dated as of June 3, 2005 between * and ILFC.

7. Novation and Amendment Deed, dated as of October 21, 2005, between *, *, ILFC and Consenting Party.


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

8. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

9. Estoppel and Acceptance Certificate dated as of June 3, 2005.

10. Assignment of Rights (Airframe), dated as of June 3, 2005, between ILFC and *, consented to by The Boeing Company.

11. Notice to The Boeing Company, dated as of October 21, 2005, between *, * and ILFC, acknowledged to by The Boeing Company.

12. Assignment of Warranties (Engines), dated as of June 3, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 29362

1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *, and *, as Consenting Party.

3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between ILFC, *, and *, as Consenting Party.

4. Amendment Number One to Aircraft Lease Agreement, dated as of May 24, 2005 between ILFC and *.

5. Amendment Number Two to Aircraft Lease Agreement, dated as of May 24, 2005 between ILFC and *.

6. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and * (“Consenting Party”)

7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of May 24, 2005.

9. Assignment of Rights (Airframe), dated as of May 24, 2005, between ILFC and *, consented to by The Boeing Company.


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

10. Notice to The Boeing Company, dated as of October 21, 2005, regarding transfer of Assignment of Rights (Airframe) from * to * pursuant to a Novation and Amendment Deed dated October 21, 2005.

11. Assignment of Warranties (Engines), dated as of May 24, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 29361

1. Aircraft Lease Agreement, dated as of April 28, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor and *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of April 28, 2004, between ILFC, *, and *, as Consenting Party.

3. Global Side Letter #1 to Aircraft Lease Agreement, dated as of July 12, 2004, between ILFC, *, and *, as Consenting Party.

4. Amendment Number One to Aircraft Lease Agreement, dated as of April 27, 2005 between ILFC and *.

5. Amendment Number Two to Aircraft Lease Agreement, dated as of April 27, 2005 between ILFC and *.

6. Novation and Amendment Deed, dated as of October 21, 2005, by and among *, *, ILFC and * (“Consenting Party”)

7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of April 27, 2005.

9. Assignment of Rights (Airframe), dated as of April 27, 2005, between ILFC and *, consented to by The Boeing Company.

10. Notice to The Boeing Company, dated as of October 21, 2005, regarding transfer of Assignment of Rights (Airframe) from * to * pursuant to a Novation and Amendment Deed dated October 21, 2005.

11. Assignment of Warranties (Engines), dated as of April 27, 2005, between ILFC and *.


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

B737-700 aircraft bearing serial number 29358

1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

3. Amendment Number One to Aircraft Lease Agreement, dated as of February 24, 2005, between ILFC and *.

4. Amendment Number Two to Aircraft Lease Agreement, dated as of February 24, 2005, between ILFC and *.

5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

6. Estoppel and Acceptance Certificate dated as of February 24, 2005.

7. Assignment of Rights (Airframe), dated as of February 24, 2005, between ILFC and *, consented to by The Boeing Company.

8. Assignment of Warranties (Engines), dated as of February 24, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 29357

1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

3. Amendment Number One to Aircraft Lease Agreement, dated as of January 13, 2005, between ILFC and *.

4. Amendment Number Two to Aircraft Lease Agreement, dated as of January 13, 2005, between ILFC and *.

5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.


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

6. Estoppel and Acceptance Certificate dated as of January 13, 2005.

7. Assignment of Rights (Airframe), dated as of January 13, 2005, between ILFC and *, consented to by The Boeing Company.

8. Assignment of Warranties (Engines), dated as of January 13, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 32802

1. Aircraft Lease Agreement, dated as of February 26, 2004, between *, as Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor, and * (“Consenting Party”).

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC, * and Consenting Party.

3. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 30, 2004, between ILFC and *.

4. Amendment #1 to Aircraft Lase Agreement, dated as of August 30, 2004, between ILFC and *.

5. Amendment No. Two to Aircraft Lease Agreement, dated as of June 14, 2005, between ILFC and *.

6. Amendment Number Three to Aircraft Lease Agreement, dated as of June 14, 2005, between * and ILFC.

7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of June 14, 2005.

9. Assignment of Rights (Airframe), dated as of June 14, 2005, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Warranties (Engines), dated as of June 14, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 30691


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

1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

3. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 30, 2004, between ILFC and *.

4. Amendment #1 to Aircraft Lease Agreement, dated as of August 30, 2004, between ILFC and *.

5. Amendment Number Two to Aircraft Lease Agreement, dated as of May 9, 2005, between ILFC and *.

6. Amendment Number Three to Aircraft Lease Agreement, dated as of May 9, 2005, between ILFC and *.

7. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

8. Estoppel and Acceptance Certificate dated as of May 9, 2005.

9. Assignment of Rights (Airframe), dated as of May 9, 2005, between ILFC and *, consented to by The Boeing Company.

10. Assignment of Warranties (Engines), dated as of May 9, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 32800

1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

3. Amendment #1 to Side Letter #1 to Aircraft Lease Agreement, dated as of August 30, 2004, between ILFC and *.

4. Amendment Number One to Aircraft Lease Agreement, dated as of April 5, 2005, between ILFC and *.


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

5. Amendment Number Two to Aircraft Lease Agreement, dated as of April 5, 2005, between ILFC and *.

6. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

7. Estoppel and Acceptance Certificate dated as of April 5, 2005.

8. Assignment of Rights (Airframe), dated as of April 5, 2005, between ILFC and *, consented to by The Boeing Company.

9. Assignment of Warranties (Engines), dated as of April 5, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 30682

1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

3. Amendment Number One to Aircraft Lease Agreement, dated as of March 30, 2005, between ILFC and *.

4. Amendment Number Two to Aircraft Lease Agreement, dated as of March 30, 2005, between ILFC and *.

5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

6. Estoppel and Acceptance Certificate dated as of March 30, 2005.

7. Assignment of Rights (Airframe), dated as of March 30, 2005, between ILFC and *, consented to by The Boeing Company.

8. Assignment of Warranties (Engines), dated as of March 30, 2005, between ILFC and *.

B737-700 aircraft bearing serial number 30681

1. Aircraft Lease Agreement, dated as of February 26, 2004, between International Lease Finance Corporation (“ILFC”), as Lessor, *, as Lessee and *, as Consenting Party.


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

2. Side Letter #1 to Aircraft Lease Agreement, dated as of February 26, 2004, between ILFC and *.

3. Amendment Number One to Aircraft Lease Agreement, dated as of February 24, 2005, between ILFC and *.

4. Amendment Number Two to Aircraft Lease Agreement, dated as of February 24, 2005, between ILFC and *.

5. Letter Agreement Re: B737-700 & B737-800 Aircraft Manuals, dated as of March 23, 2009, between ILFC and *.

6. Estoppel and Acceptance Certificate dated as of February 24, 2005.

7. Assignment of Rights (Airframe), dated as of February 24, 2005, between ILFC and *, consented to by The Boeing Company.

8. Assignment of Warranties (Engines), dated as of February 24, 2005, between ILFC and *.

A320-200 aircraft bearing serial number 2899

1. Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland Limited (“ILFC Ireland”), as Lessor, and *, as Lessee and *, as Consenting Party (“*”).

2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between ILFC Ireland and * and *.

3. Aircraft Headlease Agreement, dated as of March 18, 2005 between ILFC Ireland, as Lessee and International Lease Finance Corporation (“ILFC”), as Lessor.

4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of November 16, 2006, between ILFC Ireland, *, and *.

5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007 between ILFC Ireland and ILFC.

6. Estoppel and Acceptance Certificate (Headlease), dated as of September 28, 2006.

7. Estoppel and Acceptance Certificate, dated as of September 28, 2006.


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

8. Assignment of Rights (Airframe), dated as of September 28, 2006, between ILFC and *, consented to by Airbus S.A.S.

9. Assignment of Rights (Engines), dated as of September 28, 2006, between ILFC and *, consented to by CFM International Inc.

A320-200 aircraft bearing serial number 2770

1. Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland Limited (“ILFC Ireland”), as Lessor, and *, as Lessee and *, as Consenting Party.

2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between ILFC Ireland and * and *.

3. Aircraft Headlease Agreement, dated as of March 18, 2005 between ILFC Ireland, as Lessee and International Lease Finance Corporation (“ILFC “), as Lessor.

4. Amendment Number No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of November 16, 2006, between ILFC Ireland and * and *.

5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007 between ILFC Ireland and ILFC.

6. Estoppel and Acceptance Certificate (Headlease), dated as of May 10, 2006.

7. Estoppel and Acceptance Certificate, dated as of May 10, 2006.

8. Assignment of Rights (Airframe), dated as of May 10, 2006, between ILFC and *, consented to by Airbus S.A.S.

9. Assignment of Rights (Engines), dated as of May 10, 2006, between ILFC and *, consented to by CFM International Inc.

A320-200 aircraft bearing serial number 2743

1. Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland Limited (“ILFC Ireland”), as Lessor, and *, as Lessee and *, as Consenting Party (“*”).

2. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between ILFC and * and *.


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

3. Aircraft Headlease Agreement, dated as of March 18, 2005 between ILFC Ireland, as Lessee and International Lease Finance Corporation (“ILFC”), as Lessor.

4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of November 16, 2006, between ILFC and * and *.

5. Amendment Number One to Aircraft Headlease Agreement, dated as of October 15, 2007 between ILFC Ireland and ILFC.

6. Estoppel and Acceptance Certificate (Headlease), dated as of April 11, 2006.

7. Estoppel and Acceptance Certificate, dated as of April 11, 2006.

8. Assignment of Rights (Airframe), dated as of April 11, 2006, between ILFC and *, consented to by Airbus S.A.S.

9. Assignment of Rights (Engines), dated as of April 11, 2006, between ILFC and *, consented to by CFM International, Inc.

A320-200 aircraft bearing serial number 2708