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) 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. 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, asociété à responsabilité limitéeincorporated 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 onAnnex 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 | ||||||||
| By: | /s/ Jenny Grant | Title: Director | ||||||||
| 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 | |||||||
| 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
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
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
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
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
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
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
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
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
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
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. |