American International Group, Inc

EXHIBIT 10.3

June 02, 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)  ###-###-####
		James R. Hennessey, Legal Department
		Telecopy No.: (212)  ###-###-####

AIG Funding, Inc., as Lender
72 Wall Street, 10th Floor
New York, NY 10005
Attention:		Neil Friedman
		Telecopy No.: (212)  ###-###-####

AMENDMENT NO. 4 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. 4 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
by SHREWSBURY AIRCRAFT						LEASING LIMITED
LEASING LIMITED by its duly
appointed attorney in the presence of:						By:		/s/ Niall C. Sommerville
								Name: Niall C. Sommerville
By:		/s/ Jenny Grant						Title: Director
		Name: Jenny Grant
		Address: 30 North Wall Quay Dublin 1.
		Occupation: HR Officer

		WELLS FARGO BANK NORTHWEST,
				NATIONAL ASSOCIATION, not in
				its individual capacity but solely as the
				First Lien Security Trustee, the
				Second Lien Security Trustee, the
				Third Lien Security Trustee and the
				Fourth Lien Security Trustee
		By:			/s/ Val T. Orton
					Name: Val T. Orton
					Title: Vice President

Annex I

Removed Aircraft:

						Airframe
						Manufacturer and				Engine Manufacturer
		Airframe MSN				Model		Engine MSNs		and Model
1			3484			Airbus A320-200		V12913, V12918		IAE V2527-A5
2			3519			Airbus A320-200		V12949, V12953		IAE V2527-A5
3			29370			Boeing 737-700		894369, 894370		CFM56-7B24
4			3462			Airbus A321-200		V12902, V12904		IAE V2533-A5
5			3527			Airbus A321-200		V12923, V12946		IAE V2533-A5
6			30037			Boeing 737-700		890719, 890720		CFM56-7B24
7			35272			Boeing 737-800		896356, 896357		CFM56-7B26/3
8			2694			Airbus A319-100		V12188, V12198		IAE V2522-A5
9			2697			Airbus A319-100		V12206, V12208		IAE V2522-A5

Added Aircraft:

						Airframe
						Manufacturer and				Engine Manufacturer
		Airframe MSN				Model		Engine MSNs		and Model
1			30301			Boeing 767-300ER		P727761, P727766		Pratt & Whitney PW4060
2			27959			Boeing 767-300ER		704276, 704981		General Electric CF6-80C2-B6F
3			27960			Boeing 767-300ER		704327, 704420		General Electric CF6-80C2-B6F
4			28245			Boeing 737-800		888797, 888843		CFM56-7B27/B1
5			28247			Boeing 737-800		888742, 888928		CFM56-7B26
6			30640			Boeing 737-800		888637, 888864		CFM56-7B27/B1
7			1720			Airbus A321-200		575383, 575384		CFM56-5B3/P
8			1777			Airbus A320-200		575399, 575400		CFM56-5B4/P
9			25790			Boeing 737-500		727140, 727434		CFM56-3C1
10			26332			Boeing 757-200ER		P727154, P727267		Pratt & Whitney PW2037
11			27351			Boeing 757-200ER		P727145, P727148		Pratt & Whitney PW2040
12			28253			Boeing 737-700		891284, 891286		CFM56-7B22
13			30657			Boeing 737-700		890439, 890440		CFM56-7B22
14			26316			Boeing 737-400		858177, 859173		CFM56-3C1

SCHEDULE A
PART I

		Airframe
		Manufacturer and				Engine Manufacturer
Airframe MSN		Model		Engine MSNs		and Model
3484		Airbus A320-200		V12913, V12918		IAE V2527-A5
3519		Airbus A320-200		V12949, V12953		IAE V2527-A5
29370		Boeing 737-700		894369, 894370		CFM56-7B24
3462		Airbus A321-200		V12902, V12904		IAE V2533-A5
3527		Airbus A321-200		V12923, V12946		IAE V2533-A5
30037		Boeing 737-700		890719, 890720		CFM56-7B24
35272		Boeing 737-800		896356, 896357		CFM56-7B26/3
2694		Airbus A319-100		V12188, V12198		IAE V2522-A5
2697		Airbus A319-100		V12206, V12208		IAE V2522-A5

SCHEDULE A
PART II

		Airframe
		Manufacturer and				Engine Manufacturer
Airframe MSN		Model		Engine MSNs		and Model
30301		Boeing 767-300ER		P727761, P727766		Pratt & Whitney PW4060
27959		Boeing 767-300ER		704276, 704981		General Electric CF6-80C2-B6F
27960		Boeing 767-300ER		704327, 704420		General Electric CF6-80C2-B6F
28245		Boeing 737-800		888797, 888843		CFM56-7B27/B1
28247		Boeing 737-800		888742, 888928		CFM56-7B26
30640		Boeing 737-800		888637, 888864		CFM56-7B27/B1
1720		Airbus A321-200		575383, 575384		CFM56-5B3/P
1777		Airbus A320-200		575399, 575400		CFM56-5B4/P
25790		Boeing 737-500		727140, 727434		CFM56-3C1
26332		Boeing 757-200ER		P727154, P727267		Pratt & Whitney PW2037
27351		Boeing 757-200ER		P727145, P727148		Pratt & Whitney PW2040
28253		Boeing 737-700		891284, 891286		CFM56-7B22
30657		Boeing 737-700		890439, 890440		CFM56-7B22
26316		Boeing 737-400		858177, 859173		CFM56-3C1

SCHEDULE B
PART I

		Airframe
		Manufacturer and				Engine Manufacturer		Country of
Airframe MSN		Model		Engine MSNs		and Model		Registration
3484		Airbus A320-200		V12913, V12918		IAE V2527-A5		Aruba
3519		Airbus A320-200		V12949, V12953		IAE V2527-A5		Aruba
29370		Boeing 737-700		894369, 894370		CFM56-7B24		China
3462		Airbus A321-200		V12902, V12904		IAE V2533-A5		Greece
3527		Airbus A321-200		V12923, V12946		IAE V2533-A5		Greece
30037		Boeing 737-700		890719, 890720		CFM56-7B24		India
35272		Boeing 737-800		896356, 896357		CFM56-7B26/3		Oman
2694		Airbus A319-100		V12188, V12198		IAE V2522-A5		United Kingdom
2697		Airbus A319-100		V12206, V12208		IAE V2522-A5		United Kingdom

SCHEDULE B
PART II

		Airframe
		Manufacturer and						Country of
Airframe MSN		Model		Engine MSNs		Engine Manufacturer and Model		Registration
30301		Boeing 767-300ER		P727761, P727766		Pratt & Whitney PW4060		Bangladesh
27959		Boeing 767-300ER		704276, 704981		General Electric CF6-80C2-B6F		Bermuda
27960		Boeing 767-300ER		704327, 704420		General Electric CF6-80C2-B6F		Bermuda
28245		Boeing 737-800		888797, 888843		CFM56-7B27/B1		Bermuda
28247		Boeing 737-800		888742, 888928		CFM56-7B26		Bermuda
30640		Boeing 737-800		888637, 888864		CFM56-7B27/B1		Bermuda
1720		Airbus A321-200		575383, 575384		CFM56-5B3/P		Bermuda
1777		Airbus A320-200		575399, 575400		CFM56-5B4/P		Bermuda
25790		Boeing 737-500		727140, 727434		CFM56-3C1		Bermuda
26332		Boeing 757-200ER		P727154, P727267		Pratt & Whitney PW2037		Bermuda
27351		Boeing 757-200ER		P727145, P727148		Pratt & Whitney PW2040		Bermuda
28253		Boeing 737-700		891284, 891286		CFM56-7B22		China
30657		Boeing 737-700		890439, 890440		CFM56-7B22		China
26316		Boeing 737-400		858177, 859173		CFM56-3C1		Indonesia

SCHEDULE C
PART I

*

A321-200 aircraft bearing serial number 3462

Aircraft Lease Agreement, dated as of January 29, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3527

Aircraft Lease Agreement, dated as of January 29, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 3484

Aircraft Lease Agreement, dated as of July 18, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.

A320-200 aircraft bearing serial number 3519

Aircraft Lease Agreement, dated as of July 18, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.

*

A319-100 aircraft bearing serial number 2694

Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2697

Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 29370

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 *dated March 18, 2005.

3. Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee and International Lease Finance Corporation (“ILFC”).

4. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.

5. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between ILFC Ireland and ILFC.

6. *

7. Estoppel and Acceptance Certificate (Headlease), dated as of December 28, 2006.

8. Estoppel and Acceptance Certificate, dated as of December 28, 2006.

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

10. Assignment of Rights (Engines), dated as of December 28, 2006, between ILFC and *, consented to by CFM International, Inc.

*

B737-700 aircraft bearing serial number 30037

Aircraft Lease Agreement, dated as of December 25, 2007 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of February 15, 2007 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-800 aircraft bearing serial number 35272

Aircraft Lease Agreement, dated as of June 29, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

SCHEDULE C
PART II

*

Boeing 767-300ER aircraft bearing serial number 27959

Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 767-300ER aircraft bearing serial number 27960

Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

*

Boeing 737-700 aircraft bearing serial number 28253

Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented), between *, as Lessee, International Lease Finance Corporation, as Lessor and *, as Consenting Party.

Boeing 737-700 aircraft bearing serial number 30657

Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented), between *, as Lessee, International Lease Finance Corporation, as Lessor and *, as Consenting Party.

*

Boeing 767-300ER aircraft bearing serial number 30301

Aircraft Lease Agreement, dated as of January 13, 2010 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

*

Boeing 757-200ER aircraft bearing serial number 26332

Aircraft Lease Agreement, dated as of July 24, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of July 24, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of July 24, 2008, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 757-200ER aircraft bearing serial number 27351

Aircraft Lease Agreement, dated as of July 24, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of July 24, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of July 24, 2008, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

*

Boeing 737-800 aircraft bearing serial number 28247

Aircraft Lease Agreement, dated as of June 18, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of June 18, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of June 18, 2008, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 737-500 aircraft bearing serial number 25790

Aircraft Lease Agreement, dated as of April 5, 2006 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of April 5, 2006, between International Lease Finance Corporation, as Lessor and ILFC (Bermuda) III, Ltd., as Lessee.

Aircraft Intermediate Lease Agreement, dated as of April 5, 2006, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

*

Boeing 737-400 aircraft bearing serial number 26316

Aircraft Lease Agreement, dated as of July 27, 2000 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

*

Boeing 737-800 aircraft bearing serial number 28245

Aircraft Lease Agreement, dated as of June 17, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of June 17, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of June 17, 2008, between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 737-800 aircraft bearing serial number 30640

Aircraft Lease Agreement, dated as of June 17, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of June 17, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of June 17, 2008, between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III, Ltd., as Lessor.

*

Airbus A321-200 aircraft bearing serial number 1720

Aircraft Lease Agreement, dated as of February 6, 2009 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of February 6, 2009, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of February 6, 2009, between ILFC Ireland Limited, as Intermediate Lessee and ILFC (Bermuda) III, Ltd., as Intermediate Lessor.

Airbus A320-200 aircraft bearing serial number 1777

Aircraft Lease Agreement, dated as of February 6, 2009 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of February 6, 2009, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of February 6, 2009, between ILFC Ireland Limited, as Intermediate Lessee and ILFC (Bermuda) III, Ltd., as Intermediate Lessor.

SCHEDULE D
PART I

Airframe		Airframe Manufacturer				Engine Manufacturer and		Country of
MSN		and Model		Engine MSNs		Model		Registration
3484		Airbus A320-200		V12913, V12918		IAE V2527-A5		Aruba
3519		Airbus A320-200		V12949, V12953		IAE V2527-A5		Aruba
29370		Boeing 737-700		894369, 894370		CFM56-7B24		China
3462		Airbus A321-200		V12902, V12904		IAE V2533-A5		Greece
3527		Airbus A321-200		V12923, V12946		IAE V2533-A5		Greece
30037		Boeing 737-700		890719, 890720		CFM56-7B24		India
35272		Boeing 737-800		896356, 896357		CFM56-7B26/3		Oman
2694		Airbus A319-100		V12188, V12198		IAE V2522-A5		United Kingdom
2697		Airbus A319-100		V12206, V12208		IAE V2522-A5		United Kingdom

SCHEDULE D
PART II

Airframe		Airframe Manufacturer				Engine Manufacturer and		Country of
MSN		and Model		Engine MSNs		Model		Registration
30301		Boeing 767-300ER		P727761, P727766		Pratt & Whitney PW4060		Bangladesh
27959		Boeing 767-300ER		704276, 704981		General Electric CF6-80C2-B6F		Bermuda
27960		Boeing 767-300ER		704327, 704420		General Electric CF6-80C2-B6F		Bermuda
28245		Boeing 737-800		888797, 888843		CFM56-7B27/B1		Bermuda
28247		Boeing 737-800		888742, 888928		CFM56-7B26		Bermuda
30640		Boeing 737-800		888637, 888864		CFM56-7B27/B1		Bermuda
1720		Airbus A321-200		575383, 575384		CFM56-5B3/P		Bermuda
1777		Airbus A320-200		575399, 575400		CFM56-5B4/P		Bermuda
25790		Boeing 737-500		727140, 727434		CFM56-3C1		Bermuda
26332		Boeing 757-200ER		P727154, P727267		Pratt & Whitney PW2037		Bermuda
27351		Boeing 757-200ER		P727145, P727148		Pratt & Whitney PW2040		Bermuda
28253		Boeing 737-700		891284, 891286		CFM56-7B22		China
30657		Boeing 737-700		890439, 890440		CFM56-7B22		China
26316		Boeing 737-400		858177, 859173		CFM56-3C1		Indonesia

SCHEDULE E
PART I

*

A321-200 aircraft bearing serial number 3462

Aircraft Lease Agreement, dated as of January 29, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3527

Aircraft Lease Agreement, dated as of January 29, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 3484

Aircraft Lease Agreement, dated as of July 18, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.

A320-200 aircraft bearing serial number 3519

Aircraft Lease Agreement, dated as of July 18, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of July 18, 2007 between ILFC Aruba A.V.V., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of July 18, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Aruba A.V.V., as Lessor.

*

A319-100 aircraft bearing serial number 2694

Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

A319-100 aircraft bearing serial number 2697

Aircraft Lease Agreement, dated as of September 30, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 29370

11. Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland Limited (“ILFC Ireland”), as Lessor, and *, as Lessee and *, as Consenting Party.

12. Global Side Letter #1 to Aircraft Lease Agreements, dated as of March 18, 2005, between ILFC Ireland and * and * dated March 18, 2005.

13. Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee and International Lease Finance Corporation (“ILFC”).

14. Amendment No. 1 to Global Side Letter No. 1 to Aircraft Lease Agreement, dated as of March 18, 2005, between ILFC Ireland and * and * dated as of November 16, 2006.

15. Amendment No. One to Aircraft Headlease Agreement, dated as of October 15, 2007, between ILFC Ireland and ILFC.

16. *

17. Estoppel and Acceptance Certificate (Headlease), dated as of December 28, 2006.

18. Estoppel and Acceptance Certificate, dated as of December 28, 2006.

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

20. Assignment of Rights (Engines), dated as of December 28, 2006, between ILFC and *, consented to by CFM International, Inc.

*

B737-700 aircraft bearing serial number 30037

Aircraft Lease Agreement, dated as of December 25, 2007 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of February 15, 2007 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-800 aircraft bearing serial number 35272

Aircraft Lease Agreement, dated as of June 29, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

SCHEDULE E
PART II

*

Boeing 767-300ER aircraft bearing serial number 27959

Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 767-300ER aircraft bearing serial number 27960

Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

*

Boeing 737-700 aircraft bearing serial number 28253

Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented), between *, as Lessee, International Lease Finance Corporation, as Lessor and *, as Consenting Party.

Boeing 737-700 aircraft bearing serial number 30657

Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented), between *, as Lessee, International Lease Finance Corporation, as Lessor and *, as Consenting Party.

*

Boeing 767-300ER aircraft bearing serial number 30301

Aircraft Lease Agreement, dated as of January 13, 2010 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

*

Boeing 757-200ER aircraft bearing serial number 26332

Aircraft Lease Agreement, dated as of July 24, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of July 24, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of July 24, 2008, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 757-200ER aircraft bearing serial number 27351

Aircraft Lease Agreement, dated as of July 24, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of July 24, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of July 24, 2008, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

*

Boeing 737-800 aircraft bearing serial number 28247

Aircraft Lease Agreement, dated as of June 18, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of June 18, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of June 18, 2008, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 737-500 aircraft bearing serial number 25790

Aircraft Lease Agreement, dated as of April 5, 2006 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of April 5, 2006, between International Lease Finance Corporation, as Lessor and ILFC (Bermuda) III, Ltd., as Lessee.

Aircraft Intermediate Lease Agreement, dated as of April 5, 2006, between International Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

*

Boeing 737-400 aircraft bearing serial number 26316

Aircraft Lease Agreement, dated as of July 27, 2000 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

*

Boeing 737-800 aircraft bearing serial number 28245

Aircraft Lease Agreement, dated as of June 17, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of June 17, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of June 17, 2008, between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III, Ltd., as Lessor.

Boeing 737-800 aircraft bearing serial number 30640

Aircraft Lease Agreement, dated as of June 17, 2008 (as amended and supplemented), between *, as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Headlease Agreement, dated as of June 17, 2008, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of June 17, 2008, between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III, Ltd., as Lessor.

*

Airbus A321-200 aircraft bearing serial number 1720

Aircraft Lease Agreement, dated as of February 6, 2009 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of February 6, 2009, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of February 6, 2009, between ILFC Ireland Limited, as Intermediate Lessee and ILFC (Bermuda) III, Ltd., as Intermediate Lessor.

Airbus A320-200 aircraft bearing serial number 1777

Aircraft Lease Agreement, dated as of February 6, 2009 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of February 6, 2009, between ILFC (Bermuda) III, Ltd., as Lessee and International Lease Finance Corporation, as Lessor.

Aircraft Intermediate Lease Agreement, dated as of February 6, 2009, between ILFC Ireland Limited, as Intermediate Lessee and ILFC (Bermuda) III, Ltd., as Intermediate Lessor.