American International Group, Inc

EX-10.3 5 v56821exv10w3.htm EX-10.3 exv10w3
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.
         
  INTERNATIONAL LEASE FINANCE
CORPORATION
 
 
  By:   /s/ Brian M. Monkarsh  
    Name:   Brian M. Monkarsh  
    Title:   Senior Vice President And General Counsel  

 


 

         
         
  STATES AIRCRAFT, INC.
 
 
  By:   /s/ Brian M. Monkarsh  
    Name:   Brian M. Monkarsh  
    Title:   Director  

 


 

         
                     
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                
 
                 
 
                 

 


 

         
  TOP AIRCRAFT, INC.
 
 
  By:   /s/ Brian M. Monkarsh  
    Name:   Brian M. Monkarsh  
    Title:   Director  

 


 

         
         
  AIG FUNDING, INC.
 
 
  By:   /s/ Robert A. Gender  
    Name:   Robert A. Gender  
    Title:   President  

 


 

         
         
  FEDERAL RESERVE BANK OF
NEW YORK
 
 
  By:   /s/ Steven J. Manzari  
    Name:   Steven J. Manzari  
    Title:   Senior Vice President  

 


 

         
                 
    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.
 
*   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.

 


 

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.
 
*   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.

 


 

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.
 
*   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.

 


 

*
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.
 
*   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.

 


 

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.
 
*   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.

 


 

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.
 
*   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.

 


 

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.
 
*   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.

 


 

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.
 
*   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.

 


 

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.
 
*   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.

 


 

*
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.
 
*   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.

 


 

    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.
 
*   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.

 


 

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.
 
*   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.