American International Group, Inc

EXHIBIT 10.2

May 25, 2010

Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001
Attention:		Steven Manzari, Credit, Investment & Payment Risk
		Telecopy No.: (212) 720-6332
		James R. Hennessey, Legal Department
		Telecopy No.: (212) 720-7797
AIG Funding, Inc., as Lender
72 Wall Street, 10th Floor
New York, NY 10005
Attention:		Neil Friedman
		Telecopy No.: (212) 363-7176

AMENDMENT NO. 3 TO SCHEDULES OF CERTAIN LOAN DOCUMENTS

     Reference is made to that certain (i) Credit Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), 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 with registration number 475896 (the “Irish Subsidiary Borrower” and together with the Parent Borrower and the U.S. Subsidiary Borrower, the “Borrowers”), Top Aircraft, Inc., a California corporation (“Holdings”), ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland with registration number 20936 (“ILFC Ireland”), ILFC France S.a.r.l, a société à responsabilité limitée incorporated under the laws of France (“ILFC France”), ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (“ILFC Labuan” and together with ILFC Ireland and ILFC France, the “Initial Intermediate Lessees”), ILFC Cayman Limited, an exempted company incorporated under the laws of the Cayman Islands (“ILFC Cayman”), ILFC ARUBA A.V.V., an exempt corporation incorporated under the laws of Aruba (“ILFC Aruba”), ILFC (BERMUDA) III, LTD., a company incorporated under the laws of Bermuda (“ILFC Bermuda” and together with ILFC Cayman and ILFC Aruba, the “Additional Intermediate Lessees”), AIG Funding, Inc., a Delaware corporation (the “Lender”), and Wells Fargo Bank Northwest, National Association, a national banking association (“Wells Fargo”), as Security Trustee, (ii) Amended and Restated Credit Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified

from time to time, the “Amended and Restated Credit Agreement” and, together with the Credit Agreement, the “Credit Agreements”), among the Borrowers, Holdings, the Initial Intermediate Lessees, the Additional Intermediate Lessees, the Lender, and Wells Fargo, as Security Trustee, and (iii) the Aircraft Mortgage and Security Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), by the Borrowers, Holdings, the Initial Intermediate Lessees, and the Additional Intermediate Lessees in favor of the Security Trustees.

     The Parent Borrower has entered into that certain Aircraft Sale Agreement dated as of April 13, 2010 with Macquarie Aerospace Limited (“Macquarie”), whereby the Parent Borrower agreed to sell, and Macquarie agreed to purchase, fifty-three (53) aircraft (collectively, the “Sale Aircraft”), and all related equipment and leases. As more fully set forth in that certain Waiver and Consent — Macquarie Sale (the “Waiver”) dated as of April 13, 2010, the Required Persons have agreed to remove certain Pool Aircraft (collectively, the “Removed Aircraft”), and all related equipment and leases, that are also Sale Aircraft from the Designated Pool upon the Parent Borrower’s satisfaction of certain conditions as more fully set forth in the Waiver, including the provision of Non-Pool Aircraft of reasonably equivalent appraised value and otherwise acceptable to the Required Persons in substitution for the Removed Aircraft (the “Substitution”). The parties hereto agree that the Substitution with respect to the aircraft listed on Annex I hereto shall be effective as of the date hereof and that the schedules to the Credit Agreements and the Mortgage shall be amended as follows:

     (a) Schedule I of the Mortgage is hereby amended by removing the entries listed in Schedule A, Part I attached hereto and inserting the entries listed in Schedule A, Part II attached hereto;

     (b) Schedules 3.19(a) and (c) of the Credit Agreement are hereby amended, as applicable, by removing the entries listed in Schedule B, Part I attached hereto and inserting the entries listed in Schedule B, Part II attached hereto;

     (c) Schedules 3.19(b) and (d) of the Credit Agreement are hereby amended, as applicable, by removing the entries listed in Schedule C, Part I attached hereto and inserting the entries listed in Schedule C, Part II attached hereto;

     (d) Schedules 3.19(a) and (c) of the Amended and Restated Credit Agreement are hereby amended, as applicable, by removing the entries listed in Schedule D, Part I attached hereto and inserting the entries listed in Schedule D, Part II attached hereto; and

     (e) Schedules 3.19(b) and (d) of the Amended and Restated Credit Agreement are hereby amended, as applicable, by removing the entries listed in Schedule E, Part I attached hereto and inserting the entries listed in Schedule E, Part II attached hereto.

[signature page(s) follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Schedules of Certain Loan Documents be duly executed by their respective authorized officers as of the day and year first above written.

SIGNED SEALED AND DELIVERED						SHREWSBURY AIRCRAFT LEASING
by SHREWSBURY AIRCRAFT								LIMITED
LEASING LIMITED by its duly
appointed attorney in the presence of:
						By:		/s/ Niall C. Sommerville
By:		/s/ Maeved Reilly						Name: Niall C. Sommerville
		Name: Maeved Reilly						Title: Director
		Address: 30 North Wall Quay Dublin 1
		Occupation: Administrator

Annex I

Removed Aircraft:

						Airframe
						Manufacturer				Engine Manufacturer and
		Airframe MSN				and Model		Engine MSNs		Model
1			2213			Airbus A319-100		575799, 575801		CFM56-5B7/P
2			2228			Airbus A319-100		575815, 575816		CFM56-5B7/P
3			2705			Airbus A320-200		577504, 577505		CFM56-5B4/P
4			3098			Airbus A321-200		697241, 697249		CFM56-5B3/P
5			35782			Boeing 777-300ER		906603, 906607		General Electric GE90-115BG02
6			33501			Boeing 777-300ER		906148, 906149		General Electric GE90-115BG01
7			1398			Airbus A320-200		V10885, V10894		IAE V2527-A5
8			2236			Airbus A319-100		575824, 575830		CFM56-5B5/P
9			2983			Airbus A319-100		V12482, V12484		IAE V2524-A5
10			3491			Airbus A319-100		V12908, V12912		IAE V2524-A5
11			3590			Airbus A319-100		V13000, V13002		IAE V2524-A5
12			30332			Boeing 737-800		888214, 889252		CFM56-7B27
13			30677			Boeing 737-700		890868, 890869		CFM56-7B22

Added Aircraft:

						Airframe
						Manufacturer				Engine Manufacturer and
		Airframe MSN				and Model		Engine MSNs		Model
1			458			Airbus A330-200		811168, 811169		General Electric CF6-80E1-A3
2			465			Airbus A330-200		811170, 811171		General Electric CF6-80E1-A3
3			501			Airbus A330-200		41230, 41231		Rolls-Royce TRENT 772B-60
4			517			Airbus A321-100		779148, 779226		CFM56-5B1/2P
5			535			Airbus A321-100		779224, 779287		CFM56-5B1/2P
6			1658			Airbus A321-200		575331, 575335		CFM56-5B3/P
7			28683			Boeing 777-200ER		900355, 900356		General Electric GE90-94B
8			28684			Boeing 777-200ER		900367, 900369		General Electric GE90-94B
9			29388			Boeing 767-300ER		Pending		General Electric CF6-80C2-B6F
10			32308			Boeing 777-200ER		900363, 900364		General Electric GE90-94B
11			32698			Boeing 777-200ER		900373, 900374		General Electric GE90-94B
12			25376			Boeing 737-400		856801, 857762		CFM56-3C1
13			25110			Boeing 737-400		857807, 857808		CFM56-3C1
14			26277			Boeing 757-200ER		31328, 31331		Rolls-Royce RB211-535E4

Schedule A – Part I

		Airframe
		Manufacturer and				Engine Manufacturer
Airframe MSN		Model		Engine MSNs		and Model
2213		Airbus A319-100		575799, 575801		CFM56-5B7/P
2228		Airbus A319-100		575815, 575816		CFM56-5B7/P
2705		Airbus A320-200		577504, 577505		CFM56-5B4/P
3098		Airbus A321-200		697241, 697249		CFM56-5B3/P
35782		Boeing 777-300ER		906603, 906607		General Electric GE90-115BG02
33501		Boeing 777-300ER		906148, 906149		General Electric GE90-115BG01
1398		Airbus A320-200		V10885, V10894		IAE V2527-A5
2236		Airbus A319-100		575824, 575830		CFM56-5B5/P
2983		Airbus A319-100		V12482, V12484		IAE V2524-A5
3491		Airbus A319-100		V12908, V12912		IAE V2524-A5
3590		Airbus A319-100		V13000, V13002		IAE V2524-A5
30332		Boeing 737-800		888214, 889252		CFM56-7B27
30677		Boeing 737-700		890868, 890869		CFM56-7B22

Schedule A – Part II

		Airframe
		Manufacturer and
Airframe MSN		Model		Engine MSNs		Engine Manufacturer and Model
458		Airbus A330-200		811168, 811169		General Electric CF6-80E1-A3
465		Airbus A330-200		811170, 811171		General Electric CF6-80E1-A3
501		Airbus A330-200		41230, 41231		Rolls-Royce TRENT 772B-60
517		Airbus A321-100		779148, 779226		CFM56-5B1/2P
535		Airbus A321-100		779224, 779287		CFM56-5B1/2P
1658		Airbus A321-200		575331, 575335		CFM56-5B3/P
28683		Boeing 777-200ER		900355, 900356		General Electric GE90-94B
28684		Boeing 777-200ER		900367, 900369		General Electric GE90-94B
29388		Boeing 767-300ER		Pending		General Electric CF6-80C2-B6F
32308		Boeing 777-200ER		900363, 900364		General Electric GE90-94B
32698		Boeing 777-200ER		900373, 900374		General Electric GE90-94B
25376		Boeing 737-400		856801, 857762		CFM56-3C1
25110		Boeing 737-400		857807, 857808		CFM56-3C1
26277		Boeing 757-200ER		31328, 31331		Rolls-Royce RB211-535E4

Schedule B – Part I

		Airframe
		Manufacturer and				Engine Manufacturer		Country of
Airframe MSN		Model		Engine MSNs		and Model		Registration
2213		Airbus A319-100		575799, 575801		CFM56-5B7/P		France
2228		Airbus A319-100		575815, 575816		CFM56-5B7/P		France
2705		Airbus A320-200		577504, 577505		CFM56-5B4/P		France
3098		Airbus A321-200		697241, 697249		CFM56-5B3/P		France
35782		Boeing 777-300ER		906603, 906607		General Electric GE90-115BG02		France
33501		Boeing 777-300ER		906148, 906149		General Electric GE90-115BG01		United Arab Emirates
1398		Airbus A320-200		V10885, V10894		IAE V2527-A5		United States
2236		Airbus A319-100		575824, 575830		CFM56-5B5/P		United States
2983		Airbus A319-100		V12482, V12484		IAE V2524-A5		United States
3491		Airbus A319-100		V12908, V12912		IAE V2524-A5		United States
3590		Airbus A319-100		V13000, V13002		IAE V2524-A5		United States
30332		Boeing 737-800		888214, 889252		CFM56-7B27		United States
30677		Boeing 737-700		890868, 890869		CFM56-7B22		United States

Schedule B – Part II

		Airframe
		Manufacturer and
Airframe MSN		Model		Engine MSNs		Engine Manufacturer and Model		Country of Registration
458		Airbus A330-200		811168, 811169		General Electric CF6-80E1-A3		France
465		Airbus A330-200		811170, 811171		General Electric CF6-80E1-A3		France
501		Airbus A330-200		41230, 41231		Rolls-Royce TRENT 772B-60		France
517		Airbus A321-100		779148, 779226		CFM56-5B1/2P		France
535		Airbus A321-100		779224, 779287		CFM56-5B1/2P		France
1658		Airbus A321-200		575331, 575335		CFM56-5B3/P		France
28683		Boeing 777-200ER		900355, 900356		General Electric GE90-94B		France
28684		Boeing 777-200ER		900367, 900369		General Electric GE90-94B		France
29388		Boeing 767-300ER		Pending		General Electric CF6-80C2-B6F		France
32308		Boeing 777-200ER		900363, 900364		General Electric GE90-94B		France
32698		Boeing 777-200ER		900373, 900374		General Electric GE90-94B		France
25376		Boeing 737-400		856801, 857762		CFM56-3C1		Ireland
25110		Boeing 737-400		857807, 857808		CFM56-3C1		United States
26277		Boeing 757-200ER		31328, 31331		Rolls-Royce RB211-535E4		United States

Schedule C – Part I

*

B777-300ER aircraft bearing serial number 35782

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 3590

1. Aircraft Lease Agreement, dated as of March 9, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC and *.

3. Estoppel and Acceptance Certificate dated as of July 22, 2008.

4. Assignment of Rights (Airframe), dated as of July 22, 2008, between ILFC and *, consented to by Airbus S.A.S.

5. Assignment Agreement (Engines), dated as of July 22, 2008, between ILFC and *, consented to by IAE International Aero Engines AG.

A319-100 aircraft bearing serial number 3491

1. Aircraft Lease Agreement, dated as of March 9, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC and *.

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

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

5. Assignment Agreement (Engines), dated as of April 21, 2008, between ILFC and *, consented to by IAE International Aero Engines AG.

*

B777-300ER aircraft bearing serial number 33501

1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee

2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *

3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between ILFC and *

4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2006, between ILFC and * (superseded by Amendment No. 2 below)

5. Amendment No. 2 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and *

6. *

7. Estoppel and Acceptance Certificate dated as of May 16, 2005

8. Assignment of Rights (Airframe), dated as of May 16, 2005, between ILFC and *, consented to by The Boeing Company

9. Assignment of Rights (Engines), dated as of May 16, 2005, between ILFC and *

*

A319-100 aircraft bearing serial number 2236

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1398

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30332

Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A321-200 aircraft bearing serial number 3098

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2705

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2213

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2228

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30677

Aircraft Lease Agreement, dated as of October 21, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

     A319-100 aircraft bearing serial number 2983

     1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and International Lease Finance Corporation (“ILFC”), as Lessor

     2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.

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

4. Manual Customization Letter Agreement, dated as of August 5, 2004, between ILFC and *.

5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC and *.

6. Amendment to Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of November 22, 2005, between ILFC and *.

7. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did not terminate this lease, but it amends certain terms.)

8. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and *. (Agreement did not terminate this lease, but it amends certain terms.)

9. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.

10. Estoppel and Acceptance Certificate dated as of January 19, 2007.

11. Assignment of Rights (Airframe), dated as of January 19, 2007, between ILFC and *, consented to by Airbus S.A.S.

12. Assignment Agreement (Engine), dated as of January 19, 2007, among ILFC, * and *.

Schedule C – Part II

*

Airbus A321-100 aircraft bearing serial number 535

Aircraft Lease Agreement, dated as of May 23, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Airbus A321-100 aircraft bearing serial number 517

Aircraft Lease Agreement, dated as of February 13, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Boeing 737-400 aircraft bearing serial number 25376

Aircraft Lease Agreement, dated as of December 7, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of December 7, 2006, between International Lease Finance Corporation, as Lessor, and IFLC Ireland Limited, as Lessee.

*

Boeing 757-200ER aircraft bearing serial number 25110

Aircraft Lease Agreement, dated as of January 22, 1990 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Boeing 757-200ER aircraft bearing serial number 26277

Aircraft Lease Agreement, dated as of June 24, 1993 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Airbus A321-200 aircraft bearing serial number 1658

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee

Airbus A330-200 aircraft bearing serial number 465

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee

Airbus A330-200 aircraft bearing serial number 458

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 32698

Aircraft Lease Agreement, dated as of June 14, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 32308

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 28684

Aircraft Lease Agreement, dated as of August 1, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 28683

Aircraft Lease Agreement, dated as of August 1, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Airbus A330-200 aircraft bearing serial number 501

Aircraft Lease Agreement, dated as of July 12, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Currently Off-Lease

Boeing 767-300ER aircraft bearing serial number 29388

Schedule D – Part I

Airframe		Airframe Manufacturer				Engine Manufacturer		Country of
MSN		and Model		Engine MSNs		and Model		Registration
2213		Airbus A319-100		575799, 575801		CFM56-5B7/P		France
2228		Airbus A319-100		575815, 575816		CFM56-5B7/P		France
2705		Airbus A320-200		577504, 577505		CFM56-5B4/P		France
3098		Airbus A321-200		697241, 697249		CFM56-5B3/P		France
35782		Boeing 777-300ER		906603, 906607		General Electric GE90-115BG02		France
33501		Boeing 777-300ER		906148, 906149		General Electric GE90-115BG01		United Arab Emirates
1398		Airbus A320-200		V10885, V10894		IAE V2527-A5		United States
2236		Airbus A319-100		575824, 575830		CFM56-5B5/P		United States
2983		Airbus A319-100		V12482, V12484		IAE V2524-A5		United States
3491		Airbus A319-100		V12908, V12912		IAE V2524-A5		United States
3590		Airbus A319-100		V13000, V13002		IAE V2524-A5		United States
30332		Boeing 737-800		888214, 889252		CFM56-7B27		United States
30677		Boeing 737-700		890868, 890869		CFM56-7B22		United States

Schedule D – Part II

Airframe		Airframe Manufacturer				Engine Manufacturer and		Country of
MSN		and Model		Engine MSNs		Model		Registration
458		Airbus A330-200		811168, 811169		General Electric CF6-80E1-A3		France
465		Airbus A330-200		811170, 811171		General Electric CF6-80E1-A3		France
501		Airbus A330-200		41230, 41231		Rolls-Royce TRENT 772B-60		France
517		Airbus A321-100		779148, 779226		CFM56-5B1/2P		France
535		Airbus A321-100		779224, 779287		CFM56-5B1/2P		France
1658		Airbus A321-200		575331, 575335		CFM56-5B3/P		France
28683		Boeing 777-200ER		900355, 900356		General Electric GE90-94B		France
28684		Boeing 777-200ER		900367, 900369		General Electric GE90-94B		France
29388		Boeing 767-300ER		Pending		General Electric CF6-80C2-B6F		France
32308		Boeing 777-200ER		900363, 900364		General Electric GE90-94B		France
32698		Boeing 777-200ER		900373, 900374		General Electric GE90-94B		France
25376		Boeing 737-400		856801, 857762		CFM56-3C1		Ireland
25110		Boeing 737-400		857807, 857808		CFM56-3C1		United States
26277		Boeing 757-200ER		31328, 31331		Rolls-Royce RB211-535E4		United States

Schedule E — Part I

*

B777-300ER aircraft bearing serial number 35782

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 3590

1. Aircraft Lease Agreement, dated as of March 9, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC and *.

3. Estoppel and Acceptance Certificate dated as of July 22, 2008.

4. Assignment of Rights (Airframe), dated as of July 22, 2008, between ILFC and *, consented to by Airbus S.A.S.

5. Assignment Agreement (Engines), dated as of July 22, 2008, between ILFC and *, consented to by IAE International Aero Engines AG.

A319-100 aircraft bearing serial number 3491

1. Aircraft Lease Agreement, dated as of March 9, 2007, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee.

2. Side Letter #1 to Aircraft Lease Agreement, dated as of June 14, 2009, between ILFC and *.

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

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

5. Assignment Agreement (Engines), dated as of April 21, 2008, between ILFC and *, consented to by IAE International Aero Engines AG.

*

B777-300ER aircraft bearing serial number 33501

1. Aircraft Lease Agreement, dated as of June 16, 2003, between International Lease Finance Corporation (“ILFC”), as Lessor, and *, as Lessee

2. Letter Agreement re: Execution of Leases, dated as of June 16, 2003, between ILFC and *

3. Global Side Letter #1 to Aircraft Lease Agreements, dated as of June 16, 2003, between ILFC and *

4. Amendment No. 1 to Aircraft Lease Agreement, dated as of January 24, 2006, between ILFC and Emirates (superseded by Amendment No. 2 below)

5. Amendment No. 2 to Aircraft Lease Agreement, dated as of July 30, 2006, between ILFC and *

6. *

7. Estoppel and Acceptance Certificate dated as of May 16, 2005

8. Assignment of Rights (Airframe), dated as of May 16, 2005, between ILFC and *, consented to by The Boeing Company

9. Assignment of Rights (Engines), dated as of May 16, 2005, between ILFC and *

*

A319-100 aircraft bearing serial number 2236

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1398

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30332

Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A321-200 aircraft bearing serial number 3098

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2705

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2213

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2228

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30677

Aircraft Lease Agreement, dated as of October 21, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2983

1. Aircraft Lease Agreement, dated as of April 30, 2004, between *, as Lessee, and International Lease Finance Corporation (“ILFC”.), as Lessor

2. Global Side Letter No. 1, dated as of April 30, 2004, between ILFC and *.

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

4. Manual Customization Letter Agreement, dated as of August 5, 2004, between ILFC and *.

5. Global Amendment to Aircraft Lease Agreements, dated as of March 31, 2005, between ILFC and *.

6. Amendment to Letter Agreement No. 1 to Aircraft Lease Agreement, dated as of November 22, 2005, between ILFC and *.

7. Lease Termination Agreement, dated as of July 3, 2008, between ILFC and *. (Agreement did not terminate this lease, but it amends certain terms.)

8. Amendment #1 to Lease Termination Agreement dated as of July 30, 2008, between ILFC and *. (Agreement did not terminate this lease, but it amends certain terms.)

9. Global Side Letter No. 2, dated as of October 17, 2008, between ILFC and *.

10. Estoppel and Acceptance Certificate dated as of January 19, 2007.

11. Assignment of Rights (Airframe), dated as of January 19, 2007, between ILFC and *, consented to by Airbus S.A.S.

12. Assignment Agreement (Engine), dated as of January 19, 2007, among ILFC, * and *.

Schedule E — Part II

Airbus A321-100 aircraft bearing serial number 535

Aircraft Lease Agreement, dated as of May 23, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Airbus A321-100 aircraft bearing serial number 517

Aircraft Lease Agreement, dated as of February 13, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 757-200ER aircraft bearing serial number 25110

Aircraft Lease Agreement, dated as of January 22, 1990 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Boeing 757-200ER aircraft bearing serial number 26277

Aircraft Lease Agreement, dated as of June 24, 1993 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Boeing 737-400 aircraft bearing serial number 25376

Aircraft Lease Agreement, dated as of December 7, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of December 7, 2006, between International Lease Finance Corporation, as Lessor, and IFLC Ireland Limited, as Lessee.

*

Airbus A321-200 aircraft bearing serial number 1658

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee

Airbus A330-200 aircraft bearing serial number 465

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee

Airbus A330-200 aircraft bearing serial number 458

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 32698

Aircraft Lease Agreement, dated as of June 14, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 32308

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 28684

Aircraft Lease Agreement, dated as of August 1, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Boeing 777-200ER aircraft bearing serial number 28683

Aircraft Lease Agreement, dated as of August 1, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

Airbus A330-200 aircraft bearing serial number 501

Aircraft Lease Agreement, dated as of July 12, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Currently Off-Lease

Boeing 767-300ER aircraft bearing serial number 29388