Amendment Agreement to Credit Agreements among International Lease Finance Corporation, AIG Funding, Inc., and Federal Reserve Bank of New York

Exhibit 10.1

November 23, 2009

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 AGREEMENT

     Reference is made to that certain (i) Credit Agreement dated as of October 13, 2009 (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”), 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 (the “Amended and Restated Credit Agreement” and, together with the Credit Agreement, the “Credit Agreements”), among the Borrowers, Holdings, the Initial Intermediate Lessees, the Lender, and Wells Fargo, as Security Trustee, (iii) First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by each Borrower, Holdings and each Intermediate Lessee in favor of the FRBNY (the

“First Lien Guarantee Agreement”), (iv) Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by each Borrower, Holdings and each Intermediate Lessee in favor of the FRBNY (the “Third Lien Guarantee Agreement”) and (v) Post-Closing Letter Agreement dated as of October 15, 2009 (the “Post-Closing Letter”), between the Parent Borrower and the Lender and acknowledged by the Federal Reserve Bank of New York (the “FRBNY”) and Daugherty, Fowler, Peregrin, Haught & Jenson. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreements.

SECTION 1 — AMENDMENT

     By signing and returning an executed counterpart of this Amendment Agreement (the “Amendment Agreement”), each of the signatories hereto agrees as follows:

     1. The Parent Borrower has agreed to grant to each of the Security Trustees, respectively, a first-rank French law mortgage, a second-rank French law mortgage, a third-rank French law mortgage and a fourth-rank French law mortgage (each, a “French Mortgage” and, collectively, the “French Mortgages”) over the Pool Aircraft registered in France and listed on Schedule 1 hereto (the “French Aircraft”) and to register such mortgages with the civil aviation registry maintained by the Direction Générale de l’Aviation Civile in France. Each of the signatories hereto agrees that, as of the date hereof, each of the Credit Agreement, Amended and Restated Credit Agreement, First Lien Guarantee Agreement and Third Lien Guarantee Agreement shall be deemed to be amended to reflect that the Secured Parties (as defined in the Mortgage) agree that, in accordance with Article 2328-1 of the French Civil Code, each of the Security Trustees shall have the right to constitute, register, manage and enforce the French Mortgages over the French Aircraft for the account of the Secured Parties (as defined in the Mortgage).

SECTION 2 — MISCELLANEOUS

     (a) Limited Nature of Amendment: The consents of the FRBNY expressly set forth in this Amendment Agreement shall be limited as precisely written and shall not constitute or be deemed to constitute (i) a consent to a departure from any other term or provision of or under the Loan Documents; (ii) a waiver of any Default or of the rights or remedies of the FRBNY under the Loan Documents or under applicable law (except as specifically set forth in this Amendment Agreement); or (iii) an agreement on the part of the FRBNY to modify, alter, amend, waive or revise any term, condition or provision of the Loan Documents (except as specifically set forth in this Amendment Agreement).

     (b) No Course of Dealing: The FRBNY is not obligated to grant any other consent, amendment or waiver of any kind under the Loan Documents, and this Amendment Agreement does not constitute a course of dealing as between the FRBNY and the Borrowers.

     (c) Binding on Successors and Assigns: This Amendment Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns.

     (d) Conflict: In the event of any conflict between the provisions of this Amendment Agreement and the Credit Agreements or other Loan Documents, the provisions of this Amendment Agreement will prevail to the extent of such inconsistency.

     (e) Applicable Law: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     (f) Counterparts: This Amendment Agreement may be executed in counterparts (and by both parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment Agreement by facsimile transmission or by other electronic communication (such as by e-mail in PDF) shall be effective as delivery of a manually signed counterpart of this Amendment Agreement.

     (g) Headings; Construction: The section headings in this Amendment Agreement are included for convenience of reference only and shall not constitute a part of this Amendment Agreement for any other purpose. Both parties to this Amendment Agreement acknowledge that they were represented by competent counsel in connection with the negotiation, drafting and execution of this Amendment Agreement and that this Amendment Agreement shall not be subject to the principle of construing its meaning against the party that drafted it.

     (h) Ratification; Letter Agreement as a Loan Document: The Loan Documents as expressly modified, and supplemented by this Amendment Agreement are each hereby ratified and confirmed and shall continue in full force and effect. The parties to this Amendment Agreement expressly agree and acknowledge that it shall be designated as, and shall constitute, a Loan Document for all purposes of the Credit Agreements and the other Loan Documents.

[signature page(s) follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

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

SIGNED SEALED AND DELIVERED by ILFC IRELAND LIMITED by its duly appointed attorney in the presence of:						ILFC IRELAND LIMITED
						By:		/s/ Niall C. Sommerville
By:		/s/ Paul Broderick						Name: Niall C. Sommerville
Name:		Paul Broderick						Title:   Director
Address:		1 Clonfada Wood Blackrock, Co Dublin
Occupation:		Accountant

SCHEDULE 1

						Airframe
		Airframe				Manufacturer and		Engine Manufacturer and		Engine				Engine				Engine				Engine				Country of
#		MSN				Model		Model		MSN 1				MSN 2				MSN 3				MSN 4				Registration
1			2213			Airbus A319-100		CFM56-5B7/P			575799				575801											France
2			2228			Airbus A319-100		CFM56-5B7/P			575815				575816											France
3			2279			Airbus A319-100		CFM56-5B7/P			575885				575888											France
4			3065			Airbus A319-100		CFM56-5B7/P			697182				697183											France
5			1924			Airbus A320-200		CFM56-5B4/P			575534				575535											France
6			1949			Airbus A320-200		CFM56-5B4/P			575554				575555											France
7			2705			Airbus A320-200		CFM56-5B4/P			577504				577505											France
8			2721			Airbus A320-200		CFM56-5B4/P			577526				577530											France
9			3051			Airbus A321-200		CFM56-5B3/P			697174				697175											France
10			3098			Airbus A321-200		CFM56-5B3/P			697241				697249											France
11			3441			Airbus A321-200		CFM56-5B3/3			697456				697685											France
12			3401			Airbus A321-200		CFM56-5B3/3			697629				697672											France
13			3419			Airbus A321-200		CFM56-5B3/3			697663				697669											France
14			3372			Airbus A321-200		CFM56-5B3/3			697515				697607											France
15			3399			Airbus A321-200		CFM56-5B3/3			697634				697635											France
16			503			Airbus A330-200		CF6-80E1-A3			811201				811202											France
17			519			Airbus A330-200		CF6-80E1-A3			811218				811219											France
18			584			Airbus A330-200		CF6-80E1-A3			811248				811249											France
19			635			Airbus A330-200		Rolls Royce TRENT 772B-60			41308				41309											France
20			32868			Boeing B747-400		CF6-80C2-B1F			706539				706540				706541				706542			France
21			35279			Boeing B737-800		CFM56-7B26/3			896551				896552											France
22			32869			Boeing B747-400		CF6-80C2-B1F			706551				706552				706553				706554			France
23			32871			Boeing B747-400		CF6-80C2-B1F			706623				706624				706625				706626			France
24			32870			Boeing B747-400ERF		CF6-80C2-B5F			706627				706628				706629				706630			France
25			32867			Boeing B747-400ERF		CF6-80C2-B5F			706514				706515				706516				706517			France
26			29402			Boeing B777-200ER		Pratt & Whitney PW4090			P222225				P222226											France
27			35782			Boeing B777-300ER		GE90-115BG02			906603				906607											France
28			35783			Boeing B777-300ER		GE90-115BG02			906621				906622											France
29			32723			Boeing B777-300ER		GE90-115BG01			906108				906109											France
30			32724			Boeing B777-300ER		GE90-115BG01			906112				906113											France
31			32850			Boeing B777-300ER		GE90-115BG01			906129				906130											France
32			32852			Boeing B777-300ER		GE90-115BG01			906143				906144											France
33			32725			Boeing B777-300ER		GE90-115BG01			906134				906137											France
34			32711			Boeing B777-300ER		GE90-115BG01			906131				906132											France
35			35297			Boeing B777-300ER		GE90-115BG02			906377				906378											France