10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2009

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 001-31616

INTERNATIONAL LEASE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation or organization)	22-3059110 (I.R.S. Employer Identification No.)
10250 Constellation Blvd., Suite 3400 Los Angeles, California (Address of principal executive offices)	90067 (Zip Code)

Registrant’s telephone number, including area code: (310) 788-1999

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o  Accelerated filer o  Non-accelerated filer þ
(Do not check if a smaller reporting company) Smaller reporting company o 

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

     As of August 7, 2009, there were 45,267,723 shares of Common Stock, no par value, outstanding.

     Registrant meets the conditions set forth in General Instruction H(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets June 30, 2009 and December 31, 2008		3
Condensed Consolidated Statements of Income Three months ended June 30, 2009 and 2008		4
Condensed Consolidated Statements of Income Six months ended June 30, 2009 and 2008		4
Condensed Consolidated Statements of Comprehensive Income Three months ended June 30, 2009 and 2008		5
Condensed Consolidated Statements of Comprehensive Income Six months ended June 30, 2009 and 2008		5
Condensed Consolidated Statements of Cash Flows Six months ended June 30, 2009 and 2008		6
Notes to Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Quantitative and Qualitative Disclosures about Market Risk		38
Item 4. Controls and Procedures		39
Part II. Other Information
Item 1. Legal Proceedings		40
Item 1A. Risk Factors		40
Item 5. Other Information		42
Item 6. Exhibits		42
Signatures		43
EX-10.1
EX-10.2
EX-12
EX-31.1
EX-31.2
EX-32.1

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share amounts)

(Unaudited)

	June 30,			December 31,
	2009			2008
ASSETS
Cash and cash equivalents, including interest bearing accounts of $990,951 (2009) and $2,382,068 (2008)	$	997,456		$	2,385,948
Restricted cash		264,239			—
Notes receivable, net of allowance, and net investment in finance and sales-type leases		294,546			383,086
Flight equipment under operating leases		57,568,176			55,372,328
Less accumulated depreciation		13,025,833			12,152,189
		44,542,343			43,220,139
Deposits on flight equipment purchases		248,787			568,549
Lease receivables and other assets		560,426			478,944
Derivative assets, net		147,864			88,203
Variable interest entities assets		92,163			98,746
Deferred debt issue costs, less accumulated amortization of $134,225 (2009) and $131,527 (2008)		114,118			91,899
	$	47,261,942		$	47,315,514
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued interest and other payables	$	475,822		$	441,656
Current income taxes		33,448			32,083
Tax benefit sharing payable to AIG		85,000			85,000
Loan from AIG Funding		1,700,000			—
Debt financing, net of deferred debt discount of $12,046 (2009) and $18,919 (2008)		29,036,660			31,476,668
Subordinated debt		1,000,000			1,000,000
Foreign currency adjustment related to foreign currency denominated debt		405,670			338,100
Security deposits on aircraft, overhauls and other		1,454,043			1,527,884
Rentals received in advance		301,984			299,961
Deferred income taxes		4,707,192			4,478,250
Variable interest entities liabilities		8,370			10,699
Commitments and Contingencies – Note H
SHAREHOLDERS’ EQUITY
Market Auction Preferred Stock, $100,000 per share liquidation value; Series A and B, each having 500 shares issued and outstanding		100,000			100,000
Common stock — no par value; 100,000,000 authorized shares, 45,267,723 issued and outstanding		1,053,582			1,053,582
Paid-in capital		601,551			600,237
Accumulated other comprehensive income (loss)		(178,161	)		(168,065	)
Retained earnings		6,476,781			6,039,459
Total shareholders’ equity		8,053,753			7,625,213
	$	47,261,942		$	47,315,514

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008

(Dollars in thousands)

(Unaudited)

	June 30,			June 30,
	2009			2008
REVENUES
Rental of flight equipment	$	1,298,870		$	1,258,637
Flight equipment marketing		9,282			28,178
Interest and other		22,001			26,299
		1,330,153			1,313,114
EXPENSES
Interest		353,213			366,419
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates		(6,441	)		7,188
Effect from credit and market valuation adjustments on derivatives		—			11,281
Depreciation of flight equipment		488,777			464,617
Provision for overhauls		74,084			79,214
Flight equipment rent		4,500			4,500
Selling, general and administrative		51,623			47,685
		965,756			980,904
INCOME BEFORE INCOME TAXES		364,397			332,210
Provision for income taxes		127,472			118,147
NET INCOME	$	236,925		$	214,063

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(Dollars in thousands)
(Unaudited)

	June 30,			June 30,
	2009			2008
REVENUES
Rental of flight equipment	$	2,560,256		$	2,445,390
Flight equipment marketing		10,647			39,147
Interest and other		37,330			43,791
		2,608,233			2,528,328
EXPENSES
Interest		708,607			746,533
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates		(4,327	)		7,531
Effect from credit and market valuation adjustments on derivatives		—			51,238
Depreciation of flight equipment		960,900			914,238
Provision for overhauls		143,385			150,725
Flight equipment rent		9,000			9,000
Selling, general and administrative		111,369			84,868
		1,928,934			1,964,133
INCOME BEFORE INCOME TAXES		679,299			564,195
Provision for income taxes		239,417			200,630
NET INCOME	$	439,882		$	363,565

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008

(Dollars in thousands)

(Unaudited)

	June 30,			June 30,
	2009			2008
NET INCOME	$	236,925		$	214,063
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Net changes in fair value of cash flow hedges, net of taxes of $15,224 (2009) and $(42,241) (2008)		(28,274	)		78,446
Change in unrealized appreciation on securities available for sale, net of taxes of $(32) (2009) and $(42) (2008)		59			79
		(28,215	)		78,525
COMPREHENSIVE INCOME	$	208,710		$	292,588

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(Dollars in thousands)

(Unaudited)

	June 30,			June 30,
	2009			2008
NET INCOME	$	439,882		$	363,565
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX
Net changes in fair value of cash flow hedges, net of taxes of $5,448 (2009) and $3,160 (2008)		(10,118	)		(5,869	)
Change in unrealized appreciation on securities available for sale, net of taxes of $(12) (2009) and $157 (2008)		22			(291	)
		(10,096	)		(6,160	)
COMPREHENSIVE INCOME	$	429,786		$	357,405

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(Dollars in thousands)

(Unaudited)

	June 30,			June 30,
	2009			2008
OPERATING ACTIVITIES
Net income	$	439,882		$	363,565
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		960,900			914,238
Deferred income taxes		234,379			194,306
Change in fair value of derivative instruments		(75,227	)		(259,050	)
Foreign currency adjustment of non-US$ denominated debt		67,570			285,765
Amortization of deferred debt issue costs		22,628			15,111
Amortization of prepaid lease costs		27,741			29,708
Other, including foreign exchange adjustments on foreign currency denominated cash		(8,167	)		(2,723	)
Changes in operating assets and liabilities:
Increase in lease receivables and other assets		(62,569	)		(28,166	)
Increase in accrued interest and other payables		34,733			71,363
Change in current income taxes		1,365			4,446
Decrease (increase) in rentals received in advance		2,023			(1,872	)
Change in unamortized debt discount		6,873			(328	)
Net cash provided by operating activities		1,652,131			1,586,363
INVESTING ACTIVITIES
Acquisition of flight equipment for operating leases		(2,058,544	)		(2,758,278	)
Payments for deposits and progress payments		(49,657	)		(191,650	)
Proceeds from disposal of flight equipment — net of gain		89,434			328,089
Advance on notes receivable		—			(43,854	)
Restricted cash		(264,239	)		—
Collections on notes receivable and finance and sales-type leases — net of income amortized		89,246			13,757
Other		(11	)		—
Net cash used in investing activities		(2,193,771	)		(2,651,936	)
FINANCING ACTIVITIES
Net change in commercial paper		(1,752,000	)		123,837
Loan from AIG Funding		1,700,000			—
Proceeds from debt financing		1,328,099			2,680,433
Payments in reduction of debt financing		(2,022,980	)		(1,883,961	)
Debt issue costs		(44,847	)		(19,394	)
Payment of common and preferred dividends		(2,560	)		(28,061	)
(Decrease) increase in customer and other deposits		(52,779	)		117,048
Net cash (used in) provided by financing activities		(847,067	)		989,902
Net decrease in cash		(1,388,707	)		(75,671	)
Effect of exchange rate changes on cash		215			2,268
Cash at beginning of period		2,385,948			182,772
Cash at end of period	$	997,456		$	109,369

(Table continued on following page)

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

(Dollars in thousands)

(Unaudited)

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

	June 30,		June 30,
	2009		2008
Cash paid during the period for:
Interest, excluding interest capitalized of $7,216 (2009) and $15,095 (2008)	$	708,278	$	726,895
Income taxes, net		3,673		1,878

Non-Cash Investing and Financing Activities

2009:

$357,669 of Deposits on flight equipment purchases was applied to Acquisition of flight equipment under operating leases.

An aircraft with a net book value of $20,921 and released overhaul reserves in the amount of $6,891 were reclassified to Lease receivables and other assets of $33,223 to reflect pending proceeds from the loss of an aircraft.

An aircraft with a net book value of $10,521 was reclassified to Lease receivables and other assets in the amount of $2,400 with a $7,507 charge to income when reclassified to an asset held for sale.

$1,500 was reclassified from Security deposits on aircraft, overhauls and other to Deposits on flight equipment purchases for concessions received from manufacturers.

A reduction in certain credits from aircraft and engine manufacturers in the amount of $742 increased the basis of Flight equipment under operating leases and decreased Lease receivables and other assets.

2008:

$409,819 of Deposits on flight equipment purchases was applied to Acquisition of flight equipment under operating leases.

$53,788 was reclassified from Security deposits on aircraft, overhauls and other to Deposits on flight equipment purchases for concessions received from manufacturers.

Certain credits from aircraft and engine manufacturers in the amount of $9,301 reduced the basis of Flight equipment under operating leases and increased Lease receivables and other assets.

See notes to condensed consolidated financial statements.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2009
(Unaudited)

A. Basis of Preparation

     International Lease Finance Corporation (“the Company,” “ILFC,” “management,” “we,” “our,” “us”) is an indirect wholly-owned subsidiary of American International Group, Inc. (“AIG”). AIG is a holding company, which, through its subsidiaries, is primarily engaged in a broad range of insurance and insurance-related activities in the United States and abroad. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

     The accompanying unaudited condensed consolidated financial statements include our accounts, accounts of all other entities in which we have a controlling financial interest, as well as accounts of variable interest entities (“VIEs”) in which we are the primary beneficiary as defined by Financial Accounting Standards Board Interpretation (“FIN”) No. 46R, “Consolidation of Variable Interest Entities,” as amended (“FIN 46R”). All material intercompany accounts have been eliminated in consolidation. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair statement of the results for the interim periods presented have been included. Certain reclassifications have been made to the 2008 unaudited condensed consolidated financial statements to conform to the 2009 presentation. Operating results for the six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending December 31, 2009. These statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2008.

Consideration of ILFC’s Ability to Continue as a Going Concern

     As discussed in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2008, our management assessed our current financial position, liquidity needs and ability to meet our obligations as they come due, and made significant judgments and estimates with respect to the potential financial and liquidity effects of our risks and uncertainties. Based on AIG’s intention to continue to support us as expressed in AIG’s Quarterly Report on Form 10-Q for the period ended June 30, 2009, and management’s plans, as described in our Annual Report on Form 10-K for the year ended December 31, 2008, and after consideration of the risks and uncertainties of such plans, management believes that we will have adequate liquidity to finance and operate our business and repay our obligations for at least the next twelve months.

     As a result of this determination, our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor relating to the amounts and classification of liabilities that may be necessary should we be unable to continue as a going concern.

     It is possible that the actual outcome of one or more of management’s plans could be materially different or that one or more of management’s significant judgments or estimates about the potential effects of the risks and uncertainties could prove to be materially incorrect.

Effect of Derivative Credit Value Adjustment (“CVA”) and Market Value Adjustment (“MVA”)

     We recorded charges of $62.6 million and $60.4 million in Other comprehensive income (“OCI”) for CVA and MVA on our cash flow hedges for the three and six month periods ended June 30, 2009, respectively, in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements,” as amended (“SFAS 157”) and SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”). The CVA and MVA adjustments for the three and six month periods ended June 30, 2008, aggregating $11.2 million and $51.2 million, respectively, were recorded as a charge to income and are presented separately on the 2008 Condensed Consolidated Statement of Income.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

In the third quarter of 2008, we concluded that such adjustments should be recorded in OCI in accordance with SFAS 133. We also concluded the effect of the out-of-period adjustments were not material to any period affected, and we credited income in the third quarter of 2008 for the aggregate CVA and MVA charges of $51.2 million previously charged to income in the first and second quarters.

B. Recent Accounting Pronouncements

     We adopted the following accounting standards during the first six months of 2009:

SFAS 141(R)

     In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”). SFAS 141(R) changes the accounting for business combinations in a number of ways, including broadening the transactions or events that are considered business combinations; requiring an acquirer to recognize 100 percent of the fair value of assets acquired, liabilities assumed, and non-controlling (i.e., minority) interests; recognizing contingent consideration arrangements at their acquisition-date fair values with subsequent changes in fair value generally reflected in income; and recognizing pre-acquisition loss and gain contingencies at their acquisition-date fair values, among other changes. We adopted SFAS 141(R) for business combinations for which the acquisition date is on or after January 1, 2009. Our adoption of this guidance did not have any effect on our consolidated financial position, results of operations or cash flows, but may have an effect on the accounting for future business combinations, if any.

SFAS 160

     In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 160 requires non-controlling (formally known as minority) interests in partially owned consolidated subsidiaries to be classified on the Condensed Consolidated Balance Sheet as a separate component of consolidated shareholders’ equity. SFAS 160 also establishes accounting rules for subsequent acquisitions and sales of non-controlling interests and how non-controlling interests should be presented in the Condensed Consolidated Statement of Income. The non-controlling interests’ share of subsidiary income should be reported as a part of consolidated net income with disclosure of the attribution of consolidated net income to the controlling and non-controlling interests on the face of the Condensed Consolidated Statement of Income. SFAS 160 became effective for us beginning with financial statements issued for the first quarter of 2009. SFAS 160 must be adopted prospectively, except that non-controlling interests should be reclassified from liabilities to a separate component of shareholders’ equity and consolidated net income should be recast to include net income attributable to both the controlling and non-controlling interests retrospectively. We had no recorded minority interest in our consolidated VIEs and therefore the adoption of SFAS 160 did not have any effect on our consolidated financial position, results of operations or cash flows.

SFAS 161

     In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS 161”). SFAS 161 requires enhanced disclosures about (i) how and why we use derivative instruments; (ii) how derivative instruments and related hedged items are accounted for under SFAS 133; and (iii) how derivative instruments and related hedged items affect our financial position, results of operations, and cash flows. SFAS 161 became effective for us beginning with financial statements issued for the first quarter of 2009. Because SFAS 161 only requires additional disclosures about derivatives, it did not have any effect on our consolidated financial position, results of operations or cash flows. See Note E – Derivative Activities.

SFAS 165

     In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165 requires disclosure of the date through which a company evaluated the need to disclose events that occurred subsequent

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

to the balance sheet date and whether that date represents the date the financial statements were issued or were available to be issued. We adopted SFAS 165 for the period ended June 30, 2009. The adoption of SFAS 165 did not affect our consolidated financial position, results of operations or cash flows. We considered subsequent events through August 6, 2009 for disclosure in this Form 10-Q, which is the date the financial statements were available to be issued.

FSP SFAS 107-1 and APB 28-1

     In April 2009, the FASB issued FASB Staff Position (“FSP”) SFAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP SFAS 107-1 and APB 28-1”). FSP SFAS 107-1 and APB 28-1 amends SFAS 107, “Disclosures about Fair Value of Financial Instruments”, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. FSP SFAS 107-1 and APB 28-1 also amends APB Opinion No. 28, “Interim Financial Reporting”, to require those disclosures in summarized financial information at interim reporting periods. FSP SFAS 107-1 and APB 28-1 is effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We adopted FSP SFAS 107-1 and APB 28-1 in the second quarter of 2009. As FSP SFAS 107-1 and APB 28-1 only requires additional disclosures, it had no effect on our consolidated financial position, results of operations or cash flows.

FSP SFAS 115-2 and SFAS 124-2

     In April 2009, the FASB issued FSP SFAS 115-2 and SFAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP SFAS 115-2”). FSP SFAS 115-2 requires a company to recognize the credit component of an other-than-temporary impairment of a debt security in income and the non-credit component in accumulated other comprehensive income when the company does not intend to sell the security or it is more likely than not the company will not be required to sell the security prior to recovery. FSP SFAS 115-2 also changes the threshold for determining when an other-than-temporary impairment has occurred on a debt security with respect to intent and ability to hold until recovery and requires additional disclosures. FSP SFAS 115-2 does not change the recognition of other-than-temporary impairment for equity securities. We adopted FSP SFAS 115-2 and SFAS 124-2 in the second quarter of 2009. The adoption of FSP SFAS 115-2 and SFAS 124-2 had no effect on our consolidated financial position, results of operations or cash flows.

FSP SFAS 157-4

     In April 2009, the FASB issued FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP SFAS 157-4”). FSP SFAS 157-4 provides guidance for estimating fair value in accordance with SFAS No. 157, “Fair Value Measurements” (“SFAS 157”), when the volume and level of activity for an asset or liability have significantly decreased and for identifying circumstances that indicate a transaction is not orderly. FSP SFAS 157-4 also requires extensive additional fair value disclosures. We adopted FSP SFAS 157-4 in the second quarter of 2009. The adoption of FSP SFAS 157-4 had no effect on our consolidated financial position, results of operations or cash flows.

Future Applications of Accounting Standards

FSP SFAS 132(R)-1

     In December 2008, the FASB issued FSP SFAS 132(R)-1, “Employer’s Disclosures about Postretirement Benefit Plan Assets” (“FSP SFAS 132(R)-1”). FSP SFAS 132(R)-1 amends SFAS 132(R) to require more detailed disclosures about an employer’s plan assets, including the employer’s investment strategies, major categories of plan assets, concentrations of risk within plan assets, and valuation techniques used to measure the fair values of plan assets. FSP SFAS 132(R)-1 is effective for fiscal years ending after December 15, 2009. Because FSP SFAS 132(R)-1 only requires additional disclosures, it will have no effect on our consolidated financial position, results of operations or cash flows.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

SFAS 166

     In June 2009, the FASB issued SFAS 166, “Accounting for Transfers of Financial Assets—an amendment of FASB Statement No. 140” (“SFAS 166”). SFAS 166 removes the concept of a qualifying special-purpose entity (“QSPE”) from SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” and removes the exception from applying FIN 46R to QSPEs. SFAS 166 is effective for interim and annual periods beginning on January 1, 2010 for us. Earlier application is prohibited. The adoption will have no effect on our consolidated financial position, results of operations or cash flows as we do not have any involvement with any QSPEs.

SFAS 167

     In June 2009, FASB issued SFAS 167, “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). SFAS 167 amends the consolidation analysis with an approach focused on identifying which enterprise has the power to direct the activities of a VIE that most significantly affect the entity’s economic performance and (i) the obligation to absorb losses of the entity or (ii) the right to receive benefits from the entity, and improves financial reporting by enterprises involved with VIEs. SFAS 167 is effective for interim and annual periods beginning on January 1, 2010 for us. Earlier application is prohibited. We are assessing the effect adopting SFAS 167 will have on our consolidated financial position, results of operations, and cash flows.

SFAS 168

     In June 2009, the FASB issued SFAS 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). The FASB Accounting Standards Codification, or Codification, will become the source of authoritative U.S. GAAP, recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the U.S. Securities and Exchange Commission (“SEC”), under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this Statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. We do not expect the adoption of SFAS 168 to have a material impact on our consolidated financial position or results of operations.

C. Restricted Cash

     Because of our current long-term debt ratings, we are required to segregate security deposits and maintenance reserves for aircraft funded under both our 1999 and 2004 Export Credit Agency (“ECA”) facilities into separate accounts. These accounts were all under our control at June 30, 2009. However, due to Moody’s Investor Service, Inc. (“Moody’s”) subsequent downgrade of our long-term debt rating, the security trustee for the 2004 ECA facility can now choose to take control of the accounts relating to the 2004 ECA facility. See Note K – Subsequent Event. At June 30, 2009, we had segregated security deposits and maintenance reserves aggregating approximately $264 million related to such aircraft. The segregated amounts fluctuate with changes in deposits, maintenance reserves, and debt maturities related to the aircraft funded under the ECA facilities.

D. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

     The following table presents our assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2009 and December 31, 2008, and are categorized using the fair value hierarchy, as determined by SFAS 157. Level 1 refers to fair values determined based on quoted prices in active markets for identical

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

assets; Level 2 refers to fair values estimated using significant other observable inputs; and Level 3 refers to fair values estimated using significant non-observable inputs.

								Counterparty
	Level 1		Level 2			Level 3		Netting (a)			Total
	(Dollars in thousands)
June 30, 2009:
Derivative assets	$	—	$	221,830	(b)	$	—	$	(73,966	)	$	147,864
Derivative liabilities		—		(73,966	)		—		73,966			—
Total derivative assets, net	$	—	$	147,864		$	—	$	—		$	147,864
December 31, 2008:
Derivative assets	$	—	$	192,568	(b)	$	—	$	(104,365	)	$	88,203
Derivative liabilities		—		(104,365	)		—		104,365			—
Total derivative assets, net	$	—	$	88,203		$	—	$	—		$	88,203

(a)	As permitted under FASB Interpretation No. 39, “Offsetting Amounts Related to Certain Contracts,” we have elected to offset derivative assets and derivative liabilities under our master netting agreement.
(b)	The balance includes credit valuation adjustment (“CVA”) and market valuation adjustment (“MVA”) of $80.6 million and $19.8 million at June 30, 2009 and December 31, 2008, respectively.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

     During the six months ended June 30, 2009, we recorded a $7.5 million charge to write down an aircraft classified as held for sale in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (“SFAS 144”) to fair value. The fair value of an aircraft is classified as a Level 3 valuation. The unobservable inputs utilized in the calculation are described in our policy in Note L of Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2008.

E. Derivative Activities

     We use derivatives to manage exposures to interest rate and foreign currency risks and we account for derivatives in accordance with SFAS 133. At June 30, 2009, we had interest rate and currency swap agreements with a related counterparty and interest rate cap agreements with an unrelated counterparty.

     During the second quarter of 2009, we entered into two interest rate cap agreements with an unrelated counterparty in connection with a secured financing transaction. We have not designated the interest rate caps as hedges under SFAS 133, and all changes in fair value are recorded in income.

     All of our interest rate swaps and foreign currency swaps are accounted for as cash flow hedges under SFAS 133. Derivatives have notional amounts, which generally represent amounts used to calculate contractual cash flows to be exchanged under the contract.

     All of our interest rate and currency swap agreements are subject to a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. We do not have any credit risk related contingent features and are not required to post collateral under any of our existing derivative contracts. Our derivative portfolio is recorded at fair value on our balance sheet on a net basis in Derivative assets, net (see Note D – Fair Value Measurements).

     We record the changes in fair value of derivatives in income or OCI depending on the designation of the hedge as either fair value hedges or cash flow hedges, respectively, under SFAS 133. Where hedge accounting is not achieved pursuant to SFAS 133, the change in fair value of the derivative is recorded in income. We

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

amortize derivative balances remaining in Accumulated other comprehensive income (“AOCI”) at the time of hedge re-designations over the remaining life of the underlying derivative in accordance with SFAS 133. Our foreign exchange derivative contracts mature through 2011, our interest rate derivative contracts mature through 2015, and our interest rate caps mature in 2018.

     The following table presents notional and fair values of derivatives outstanding at the following dates:

	Asset Derivatives				Liability Derivatives
	Notional Value		Fair Value		Notional Value		Fair Value
			USD				USD
	(In thousands)
June 30, 2009:
Derivatives designated as hedging instruments under SFAS 133:
Interest rate swap contracts	$	—	$	—	$	1,142,911	$	(72,980	)
Foreign exchange swap contracts	€	1,600,000		159,630	£	55,250		(986	)
Foreign exchange swap contracts	£	300,000		58,167	$	—	$	—
Total derivatives designated as hedging instruments under SFAS 133 (a)			$	217,797			$	(73,966	)
Derivatives not designated as hedging instruments under SFAS 133:
Interest rate cap agreements	$	106,000	$	4,033	$	—	$	—
Total derivatives			$	221,830			$	(73,966	)
December 31, 2008:
Derivatives designated as hedging instruments under SFAS 133:
Interest rate swap contracts	$	—	$	—	$	1,215,309	$	(103,622	)
Foreign exchange swap contracts	€	1,600,000		187,589	€	72,100		(743	)
	£	300,000		4,979
Total derivatives designated as hedging instruments under SFAS 133 (a)			$	192,568			$	(104,365	)

(a) Derivative assets and liabilities are presented in Derivative assets, net on our Condensed Consolidated Balance Sheets.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

     During the three and six months ended June 30, 2009 and 2008, we recorded the following in OCI related to derivative instruments:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(Dollars in thousands)
Gain (Loss)
Effective portion of change in fair market value of derivatives (a)	$	141,084		$	107,774		$	52,247		$	277,162
Amortization of balances of de-designated hedges and other adjustments		(122	)		(62	)		(243	)		(426	)
Foreign exchange component of cross currency swaps (credited) charged to income		(184,460	)		12,975			(67,570	)		(285,765	)
Income tax effect		15,224			(42,241	)		5,448			3,160
Net changes in cash flow hedges, net of taxes	$	(28,274	)	$	78,446		$	(10,118	)	$	(5,869	)

(a) 2009 includes $(62,620) and $(60,407) of CVA and MVA, for the three and six months ended June 30, respectively. Changes in the CVA and MVA were recorded in income for the three and six month periods ended June 30, 2008. See Note A – Basis of Preparation.

     The following table presents the effective portion of the unrealized gain (loss) on derivative positions recorded in OCI:

	Amount of Unrealized Gain or (Loss)
	Recorded in OCI on Derivatives
	(Effective Portion)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2009		2008		2009			2008
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges Under SFAS 133
Interest rate swap contracts	$	23,087	$	32,331	$	20,003		$	(6,246	)
Foreign exchange swap contracts (a)		98,620		84,406		(543	)		305,321
Total	$	121,707	$	116,737	$	19,460		$	299,075

(a) 2009 includes $(62,620) and $(60,407) of CVA and MVA, respectively, for the three and six month periods ended June 30, 2009. Changes in the CVA and MVA were recorded in income for the three and six month periods ended June 30, 2008. See Note A – Basis of Preparation.

     The following table presents amounts reclassified from AOCI into income when cash payments were made or received on our qualifying SFAS 133 cash flow hedges:

	Amount of Gain or (Loss) Reclassified from
	AOCI Into Income
	(Effective Portion)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(Dollars in thousands)
Location of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)
Interest rate contracts – interest expense	$	4,688		$	(4,461	)	$	(15,981	)	$	(4,715	)
Foreign exchange swap contracts – interest expense		(24,382	)		16,722			(18,286	)		32,045
Foreign exchange swap contracts – lease revenue		317			(3,298	)		1,480			(5,417	)
Total	$	(19,377	)	$	8,963		$	(32,787	)	$	21,913

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

     We estimate that within the next twelve months, we will amortize into earnings approximately $18.2 million of the pre-tax balance in AOCI under cash flow hedge accounting in connection with our program to convert debt from floating to fixed interest rates.

     The following table presents the effect of derivatives recorded in the Condensed Consolidated Statements of Income for the three and six months ending June 30, 2009 and 2008:

	Amount of Gain or (Loss) Recognized
	in Income on Derivatives
	(Ineffective Portion) (a)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2009			2008			2009			2008
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges Under SFAS 133:
Interest rate swap contracts	$	(195	)	$	(271	)	$	(390	)	$	(497	)
Foreign exchange swap contracts		7,214			(7,111	)		5,174			(7,421	)
Total		7,019			(7,382	)		4,784			(7,918	)
Derivatives Not Designated as a Hedge Under SFAS 133:
Interest Rate Cap Agreements (b)		(700	)		—			(700	)		—
Reconciliation to Condensed Consolidated Statements of Income:
Reclassification of amounts dedesignated as hedges recorded in AOCI		122			194			243			387
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	$	6,441		$	(7,188	)	$	4,327		$	(7,531	)

(a)	All components of each derivative’s gain or loss were included in the assessment of effectiveness.
(b)	An additional $0.8 million of amortization of premium paid to the derivative counterparty was recognized in Interest expense during the three months ended June 30, 2009.

F. Fair Value Disclosures of Financial Instruments

     We used the following methods and assumptions in estimating our fair value disclosures for financial instruments:

     Cash, Including Restricted Cash: The carrying value reported on the balance sheet for cash and cash equivalents approximates its fair value.

     Notes Receivable: The fair values for notes receivable are estimated using discounted cash flow analyses, using market derived discount rates.

     Debt Financing: The carrying value of our commercial paper approximates its fair value. The fair value of our long-term fixed-rate debt is estimated using discounted cash flow analyses, based on our spread to U.S. Treasury bonds for similar debt at year-end. The fair value of our long-term floating rate debt is estimated using discounted cash flow analysis based on credit default spreads.

     Derivatives: Fair values were based on the use of AIG valuation models that utilize among other things, current interest, foreign exchange and volatility rates, as applicable.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

     Guarantees: We account for guarantees entered into after December 31, 2002 in accordance with FIN No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”). We record the fee paid to us as the initial carrying value of the guarantees which are included in Accrued interest and other payables on our consolidated balance sheets. The fee received is recognized ratably over the guarantee period. Included in the fair value balance below are two loan guarantees entered into prior to the adoption of FIN 45. Fair value of the guarantees is approximately equal to unamortized fees.

     The carrying amounts and fair values of the Company’s financial instruments at June 30, 2009 and 2008 are as follows:

	June 30, 2009						December 31, 2008
	Carrying						Carrying
	Amount of			Fair Value			Amount of			Fair Value
	Asset			of Asset			Asset			of Asset
	(Liability)			(Liability)			(Liability)			(Liability)
	(Dollars in thousands)
Cash, including restricted cash	$	1,261,695		$	1,261,695		$	2,385,948		$	2,385,948
Notes receivable		76,954			69,705			81,327			71,012
Debt financing (including loan from AIG Funding, subordinated debt and foreign currency adjustment, excluding debt discount)		(32,154,376	)		(29,483,217	)		(32,833,687	)		(28,818,662	)
Derivative assets, net		147,864			147,864			88,203			88,203
Guarantees		(11,828	)		(14,054	)		(12,778	)		(15,209	)

G. Related Party Transactions

     We are party to cost sharing agreements, including tax, with AIG. Generally, these agreements provide for the allocation of corporate costs based upon a proportional allocation of costs to all subsidiaries. We also pay other subsidiaries of AIG a fee related to management services provided for certain of our foreign subsidiaries. We earned management fees from two trusts consolidated by AIG for the management of aircraft we have sold to the trusts.

     We borrowed $1.7 billion from AIG Funding, Inc. (“AIG Funding”), an affiliate of our parent, in March 2009 to assist in funding our liquidity needs. See Note I – Debt Financings.

     All of our interest rate swap and foreign currency swap agreements are with AIG Financial Products Corp. (“AIGFP”), a related party. See Note D – Fair Value Measurements and Note E – Derivative Activities. In addition, we purchase insurance through a broker who may place part of our policies with AIG. Total insurance premiums were $3.2 million and $2.9 million for the periods ended June 30, 2009 and 2008, respectively.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

     Our financial statements include the following amounts involving related parties:

	Three Months Ended						Six Months Ended
	June 30, 2009			June 30, 2008			June 30, 2009			June 30, 2008
	(Dollars in thousands)
Income Statement
Expense (income):
Allocation of corporate costs from AIG	$	3,221		$	2,270		$	3,497		$	6,613
Management fees paid to subsidiaries of AIG		257			189			437			423
Management fees received		(2,367	)		(2,449	)		(4,660	)		(4,902	)
Interest expense on loan from AIG Funding		28,420			—			31,593			—

	June 30,			December 31,
	2009			2008
	(Dollars in thousands)
Balance Sheet
Asset (liability):
Derivative assets, net	$	143,831		$	88,203
Taxes benefit sharing payable to AIG		(85,000	)		(85,000	)
Accrued corporate costs payable to AIG		(5,563	)		(6,092	)
Loan payable to AIG Funding		(1,700,000	)		—
Income taxes payable to AIG		(33,448	)		(32,083	)
Net payable for management fees and other		(4	)		(3	)

H. Commitments and Contingencies

     Guarantees

• Asset Value Guarantees: We have guaranteed a portion of the residual value of 22 aircraft to financial institutions and other unrelated third parties for a fee. These guarantees expire at various dates through 2023 and generally obligate us to pay the shortfall between the fair market value and the guaranteed value of the aircraft and provide us with an option to purchase the aircraft for the guaranteed value. At June 30, 2009, the maximum commitment that we would be obligated to pay under such guarantees, without any offset for the projected value of the aircraft, was approximately $530 million.

• Aircraft Loan Guarantees: We have guaranteed two loans collateralized by aircraft to financial institutions for a fee. The guarantees expire in 2014, when the loans mature and obligate us to pay an amount up to the guaranteed value upon the default of the borrower, which may be offset by a portion of the underlying value of the aircraft collateral. At June 30, 2009, the guaranteed value, without any offset for the projected value of the aircraft, was approximately $30 million.

     Management regularly reviews the underlying values of the aircraft collateralized to determine our exposure under these guarantees. We currently do not anticipate that we will be required to perform under such guarantees based upon the underlying values of the aircraft collateralized.

     Stand-by Line of Credit

     We have extended a $50 million line of credit to an aircraft securitization vehicle. Our funding commitment expires in 2010 and the likelihood of us being required to fund the committed balance is based upon the underlying liquidity of the securitization.

     Legal Contingencies

• Flash Airlines: We are named in lawsuits in connection with the January 3, 2004 crash of our Boeing 737-300 aircraft on lease to Flash Airlines, an Egyptian carrier. These lawsuits were filed by the families of victims on the flight and seek unspecified damages for wrongful death, costs and fees. The initial lawsuit was filed in May 2004 in California, and subsequent lawsuits were filed in

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

California and Arkansas. All cases filed in the U.S. were dismissed on the grounds of forum non conveniens and transferred to the French Tribunal de Grande Instance (“TGI”) civil court in either Bobigny or Paris. The Bobigny plaintiffs challenged French jurisdiction, whereupon the TGI decided to retain jurisdiction, on appeal the Paris Court of Appeal reversed, and on appeal the French Cour de Cassation elected to defer its decision pending a trial on the merits. We believe we are adequately covered in these cases by the liability insurance policies carried by Flash Airlines and we have substantial defenses to these actions. We do not believe that the outcome of these lawsuits will have a material effect on our consolidated financial condition, results of operations or cash flows.

•

Krasnoyarsk Airlines (“KrasAir”): We leased a 757-200ER aircraft to a Russian airline, KrasAir, which is now the subject of a Russian bankruptcy-like proceeding. The aircraft lease was assigned to another Russian carrier, Air Company “Atlant-Soyuz” Incorporated, which defaulted under the lease. In the first quarter of 2009, we were informed that the Russian customs authority had seized the aircraft during a time frame we believe to be late 2008. The aircraft was seized on the basis of certain alleged violations by KrasAir with respect to the import of the aircraft, including the import type and customs fees owed. The Russian customs authority filed a case in April 2009 in the general jurisdiction court in Moscow, Russia seeking an order permitting it to confiscate the aircraft due to these alleged violations. Shortly after the lawsuit was filed, we intervened in the lawsuit in order to protect our ownership rights and informed the insurance underwriters under KrasAir’s, Atlant-Soyuz’s, and our insurance policies of this matter. In the second quarter of 2009, the court decided that the seizure of the aircraft by the Russian customs authority was improper and denied the Russian customs authority’s request to confiscate the aircraft. Also in the second quarter of 2009, another Russian airline signed a lease for the aircraft. The aircraft was returned to us by the Russian customs authority and is currently undergoing maintenance in Moscow, Russia and we are currently negotiating a resolution of all customs-related issues with the Russian customs authority. We cannot predict what the outcome of this matter will be, but we do not believe that it will be material to our consolidated financial position, results of operations or cash flows.

     We are also a party to various claims and litigation matters arising in the ordinary course of our business. We do not believe the outcome of any of these matters will be material to our consolidated financial position, results of operations or cash flows.

I. Debt Financings

	June 30,			December 31,
	2009			2008
	(Dollars in thousands)
Public bonds and medium-term notes	$	18,019,306		$	19,748,541
Bank debt		7,546,250			7,558,750
ECA financings		3,221,701			2,436,296
Other secured financings (a)		161,449			—
Loan from AIG Funding		1,700,000			—
Subordinated debt		1,000,000			1,000,000
Total public, bank, intercompany, and subordinated debt		31,648,706			30,743,587
Commercial paper and other short-term debt		100,000			1,752,000
Less: Deferred debt discount		(12,046	)		(18,919	)
Total debt financing and subordinated debt	$	31,736,660		$	32,476,668

(a) Of this amount, $137.4 million of these secured financings is non-recourse to ILFC. These secured financings were incurred by either a VIE and consolidated in accordance with FIN 46R or by a wholly owned subsidiary of ILFC, each without recourse to ILFC.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

     We have had the following changes in our financing arrangements since December 31, 2008:

     Extension of 2004 Export Credit Agency (“ECA”) Facility Agreement

     In May 2004, we entered into an ECA Facility Agreement, as amended, to borrow up to $3.6 billion for the purchase of Airbus aircraft delivered through May 31, 2009. In May 2009, the total amount available under the 2004 ECA facility was increased by $1.0 billion to a total of approximately $4.6 billion and the availability period was extended through June 30, 2010. Funds become available under this facility when the various European Export Credit Agencies provide guarantees for aircraft based on a forward-looking calendar. The financing is for a ten-year fully amortizing loan per aircraft at an interest rate determined through a bid process. We have collateralized the debt by a pledge of the shares of a wholly-owned subsidiary that holds title to the aircraft financed under this facility. As of June 30, 2009, we had financed 65 aircraft using approximately $3.9 billion under this facility and approximately $3.0 billion was outstanding. The amount outstanding under the facility is included in “Debt financing, net of deferred debt discount” on our Condensed Consolidated Balance Sheets.

     As of July 31, 2009, we had approximately $682.3 million available under this facility to finance our Airbus aircraft purchases through June 2010. As a result of our current long-term debt ratings, we are required under the 2004 ECA agreement to receive written consent from the security trustee before we can fund Airbus aircraft deliveries under the facility. See Note K – Subsequent Event for additional restrictions imposed due to the downgrade of our long-term debt rating by Moody’s subsequent to June 30, 2009.

     Other Secured Financing Arrangements

     In May 2009, ILFC provided $39.0 million of subordinated financing to a trust, which we have determined is a Variable Interest Entity in which we are the primary beneficiary, as defined by FIN 46R. Accordingly, we consolidate the trust into our condensed consolidated financial statements. See Note J – Variable Interest Entities. The trust used these funds and an additional $106.0 million borrowed from third parties to purchase an aircraft, which the trust leases to an airline. ILFC acts as servicer of the lease for the trust. The $106.0 million loan has two tranches. The first tranche is $82.0 million, fully amortizes over the lease term, and is non-recourse to ILFC. The second tranche is $24.0 million, amortizes over the lease term, and is guaranteed by ILFC. Both tranches of the loan are secured by the aircraft and the lease receivables. Both tranches have nine-year terms with interest rates based on LIBOR. At June 30, 2009, the interest rates on the $82.0 million and $24.0 million tranches were 3.473% and 5.173%, respectively. The trust entered into two interest rate caps to economically hedge the related LIBOR interest rate risk in excess of 4.00%. At June 30, 2009, the net book value of the aircraft was $144.6 million.

     In June 2009, we borrowed $55.4 million through a wholly-owned subsidiary that owns one aircraft leased to an airline. The loan is non-recourse to ILFC and the loan is secured by the aircraft and the lease receivables. The interest rate on the loan is fixed at 6.58%. At June 30, 2009, the net book value of the aircraft was $96.3 million.

     Loan from AIG

     In March 2009, we entered into two demand note agreements aggregating $1.7 billion with AIG Funding in order to fund our liquidity needs. The interest rate on the notes is based on LIBOR with a floor of 3.5%. For June 2009, the interest rate on each note was approximately 6.53%. The notes are payable upon demand, but otherwise in full upon maturity, which will be the earlier of our sale by AIG or December 31, 2009. We can voluntarily prepay the notes in whole or in part at any time without penalty or premium.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 2009
(Unaudited)

     Commercial Paper

     We have a $6.0 billion Commercial Paper Program and we had access to the FRBNY Commercial Paper Funding Facility (“CPFF”) until January 2009. We are unable to issue new commercial paper with our current short-term debt ratings and we cannot determine when the commercial paper markets may be available to us again. During the first quarter of 2009, we repaid all $1.7 billion we had borrowed under the CPFF. At June 30, 2009, we had no commercial paper outstanding.

     Other Short Term Financing

     In April 2009, we entered into a $100.0 million 90-day promissory note agreement with a supplier in connection with the purchase of an aircraft. The interest rate was fixed at the annual rate of 5.00%. The note was paid in full on July 22, 2009, when it matured.

J. Variable Interest Entities

     We, to a limited extent, are involved with VIEs. We have, in the past, participated to varying degrees in the design of VIEs. Our involvement in VIEs varies from being a passive investor to managing and structuring the activities of the VIE. We utilize VIEs in connection with leasing and marketing aircraft and managing jurisdictional issues, as well as to obtain financing. We have no involvement with QSPEs.

     Entities where we are the Primary Beneficiary

     We have determined that we are the primary beneficiary of ten entities to which we previously sold aircraft, provided financings, obtained preferential equity interests and in some cases provided guarantees to banks which had provided the secured senior financings to the entities. Each entity owns one aircraft. The individual financing agreements are cross-collateralized by the aircraft. We do not have legal control over and we do not own the assets of, nor are we directly obligated for the liabilities of these entities. The assets and liabilities of these entities are presented separately on our Consolidated Balance Sheets. Assets in the amount of $92.2 million and $98.7 million and liabilities in the amount of $8.4 million and $10.7 million are included in our Condensed Consolidated Balance Sheets at June 30, 2009 and December 31, 2008, respectively. Net expenses in the amounts of $1.0 million and $1.6 million are included in our Condensed Consolidated Statements of Income for the three months ended June 30, 2009 and 2008, respectively, and net expenses in the amounts of $0.6 million and $1.5 million are included in our Condensed Consolidated Statements of Income for the six months ended June 30, 2009 and 2008, respectively.

     We have determined that we are the primary beneficiary of an entity established to obtain secured financing, to which we provided $39.0 million of subordinated financing. The VIE owns one aircraft with a net book value of $144.6 million which secures third party borrowings of $106.0 million, $82.0 million of which is non-recourse to us. The aircraft is included in Flight equipment under operating leases and the borrowings are included in Debt Financings on our Condensed Consolidated Balance Sheets.

K. Subsequent Event

     Moody’s downgraded our long-term debt ratings to Baa3 on July 31, 2009. This debt rating allows the security trustee of the ECA 2004 Facility to take control of the accounts holding our segregated maintenance reserves and security deposits related to aircraft funded under the 2004 ECA facility, which currently total $192.7 million. We will also be required to segregate subsequent rental payments on these aircraft and may be required to transfer control of this account to the security trustee of the facility. In addition, we may be required, at the request of the security trustee, to file individual mortgages on the aircraft funded under the facility in the respective local jurisdictions in which the lessees operate. Subsequent events have been evaluated through August 6, 2009 which is the date the financial statements were available to be issued.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Information

     This quarterly report on Form 10-Q and other publicly available documents may contain or incorporate statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those statements appear in a number of places in this Form 10-Q and include statements regarding, among other matters, the potential sale of us by our parent, American International Group, Inc. (“AIG”), the state of the airline industry, our access to the capital markets, our ability to restructure leases and repossess aircraft, the structure of our leases, regulatory matters pertaining to compliance with governmental regulations and other factors affecting our financial condition or results of operations. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and “should” and variations of these words and similar expressions, are used in many cases to identify these forward-looking statements. Any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause our actual results, performance or achievements or industry results to vary materially from our future results, performance or achievements, or those of our industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry economic and business conditions, which will, among other things, affect demand for aircraft, availability and creditworthiness of current and prospective lessees, lease rates, availability and cost of financing and operating expenses, governmental actions and initiatives, and environmental and safety requirements, as well as the factors discussed under “Part II — Item 1A. Risk Factors,” in this Form 10-Q and our Form 10-Q for the three months ended March 31, 2009 and in the section titled “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008. We do not intend and undertake no obligation to update any forward-looking information to reflect actual results or future events or circumstances.

Overview

     International Lease Finance Corporation (the “Company,” “ILFC,” “we,” “our,” “us”) primarily acquires new commercial jet aircraft from The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”) and leases these aircraft to airlines throughout the world. In addition to our leasing activity, we sell aircraft from our leased aircraft fleet to other leasing companies, financial services companies and airlines. In some cases, we provide fleet management services to investors and/or owners of aircraft portfolios for a management fee. We have also provided asset value guarantees and a limited number of loan guarantees to buyers of aircraft or to financial institutions for a fee. Additionally, we remarket and sell aircraft owned or managed by others for a fee.

     Starting in the third quarter of 2008, worldwide economic conditions began to deteriorate significantly. The decline in economic conditions resulted in highly volatile markets, a steep decline in equity markets, less liquidity, the widening of credit spreads, and several prominent financial institutions seeking governmental aid. Despite these difficult conditions, we reported net income of approximately $237 million for the three months ended June 30, 2009, an increase of approximately $23 million from the same period last year. However, recent events have significantly and adversely affected our ability to access the public debt markets. See “Liquidity” below. Additionally, the current market conditions are creating downward pressures that are slowing the growth of our operating margins.

Our Fleet

     During the second quarter of 2009, we took delivery of 23 new aircraft from Boeing and Airbus and removed three aircraft from our leased fleet. As of June 30, 2009, we owned 992 aircraft in our leased fleet, had eight additional aircraft in the fleet classified as finance and sales-type leases, and provided fleet management services for 99 aircraft. We have contracted with Airbus and Boeing to buy 128 new aircraft for delivery through 2019 with an estimated purchase price of $14.3 billion, eight of which are scheduled to deliver during the remainder of 2009. We anticipate the purchases to be financed in part by operating cash flows and in part by incurring additional debt. We have not signed any purchase agreements with the manufacturers during 2009.

     Of the 128 aircraft on order, 74 are 787s from Boeing with the first aircraft currently scheduled to deliver in July 2012. The contracted delivery dates were originally scheduled from January 2010 through 2017, but Boeing has experienced delays in the production of the 787s. Recently, there have been additional delays, but Boeing has not provided us with a revised 787 delivery schedule reflecting such delays. We have signed contracts for 31 of the 74

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

787s on order. Both the leases we have signed with our customers and our purchase agreements with Boeing are subject to cancellation clauses related to delays in delivery dates, though as of July 31, 2009, there have been no cancellations by any party. We are in discussions with Boeing related to revisions to the delivery schedule and potential delay compensation and penalties for which we may be eligible. Under the terms of our 787 leases, particular lessees may be entitled to share in any compensation that we receive from Boeing for late delivery of the aircraft.

Debt Financing

     We have generally financed our aircraft purchases through available cash balances, internally generated funds and debt financings. Due to a combination of the challenges facing AIG, the downgrades in our credit ratings by the rating agencies, and the turmoil in the credit markets, we have been unable to issue commercial paper and public unsecured debt since the third quarter of 2008. To fulfill our liquidity needs, we borrowed $1.7 billion from AIG Funding, Inc. (“AIG Funding”), an affiliate of our parent, in March 2009. In May 2009, we extended our 2004 Export Credit Agency (“ECA”) facility to finance Airbus aircraft purchases through June 2010 and increased the total amount available under the facility to approximately $4.6 billion. At July 31, 2009, we had approximately $682.3 million available to purchase Airbus aircraft under this facility, provided we receive consent from the security trustee, as required with our current long-term debt ratings. We financed all 16 Airbus aircraft that we purchased during the second quarter of 2009 under the 2004 ECA facility. We have an additional 11 Airbus aircraft on order through June 30, 2010. During the second quarter of 2009, we also used two Boeing aircraft to obtain secured financings. In order to meet our future liquidity needs, we are pursuing additional secured and other financings. See “Liquidity” below.

Industry Condition and Sources of Revenue

     Our revenues are principally derived from scheduled and charter airlines and companies associated with the airline industry. We derive more than 90% of our revenues from airlines outside of the United States. The airline industry is cyclical, economically sensitive, and highly competitive. Airlines and related companies are affected by fuel prices and shortages, political or economic instability, terrorist activities, changes in national policy, competitive pressures, labor actions, pilot shortages, insurance costs, recessions, health concerns, and other political or economic events adversely affecting world or regional trading markets. Our customers’ ability to react to and cope with the volatile competitive environment in which they operate, as well as our own competitive environment, will affect our revenues and income.

     We are currently seeing financial stress to varying degrees across the airline industry largely precipitated by recent volatility in fuel costs, lower demand for air travel, tightening of the credit markets, and generally worsening economic conditions. We have seen airlines declare bankruptcy, cease operations, cancel routes, eliminate jobs, and retire aircraft in an attempt to reduce capacity. This financial stress is causing a slow-down in the airline industry. We believe that these conditions will continue beyond 2009 and will have a negative impact on our future operating results through lower lease rates and increased costs associated with repossessing and redeploying aircraft.

     As a result of the above conditions, FlyLAL – Lithuanian Airlines (“FlyLAL”), which operated one of our aircraft, ceased operations during the first quarter of 2009. As of June 30, 2009, the aircraft had been leased to another airline. Four aircraft in our fleet were not subject to a signed lease agreement or a signed letter of intent at June 30, 2009, of which one has subsequently been leased. On July 24, 2009, Myair.com S.p.A., which operated one of our aircraft, ceased operations and the aircraft was returned to us on July 22, 2009. This aircraft is also now available for lease.

     We have numerous customers who operate flights to and from Mexico. Travel between Mexico and the rest of the world has been impacted by the outbreak of H1N1 virus. Many airlines curtailed flights during the second quarter of 2009 in response to the reluctance of people to travel to Mexico. The negative impact, if any, that H1N1 virus will have on our revenues and results of operations for the year ending December 31, 2009, is not yet known.

     Despite industry cyclicality and current stress, we remain optimistic about the long-term future of air transportation and, more specifically, the growing role that the leasing industry, and ILFC specifically, provides in facilitating the fleet transactions necessary to facilitate the growth of commercial air transport.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     However, there are lags between changes in current market conditions and their impact on our results, as contracts signed during times of higher lease rates currently remain in effect. Therefore, the current market conditions and their potential effect have not yet been fully reflected in our results and we continue to see lease rates contracting across all aircraft types as we sign new lease agreements. Additionally, management monitors all lessees that are behind in lease payments and discusses relevant operational and financial issues facing the lessees with our marketing executives in order to determine the amount of rental income to recognize for the past due amounts. Our customers make lease payments in advance and we generally recognize rental income only to the extent we have received payments or hold security deposits. At June 30, 2009, 22 customers operating 109 aircraft were two or more months past due on $80.6 million of lease payments relating to 79 of the 109 aircraft. Of this amount, we recognized $70.0 million in rental income through June 30, 2009. In comparison, at June 30, 2008, seven customers operating 26 aircraft were two or more months past due on $15.9 million of lease payments relating to 14 of the 26 aircraft, all of which we recognized in rental income through June 30, 2008.

     Management also reviews all outstanding notes that are in arrears to determine whether we should reserve for or write off any portion of the notes receivable. In this process, management evaluates the collectability of each note and the value of the underlying collateral, if any, by discussing relevant operational and financial issues facing the lessees with our marketing executives. As of June 30, 2009, $0.9 million of the carrying value of notes receivable were two months or more behind in payment.

     At June 30, 2009, we had signed leases for all of our new aircraft deliveries through the end of 2010. Furthermore, our contractual purchase commitments for future new aircraft deliveries from 2010 to 2019 are at historic lows. For these reasons, we believe we are well positioned not only for an industry downturn, but to reap benefits from any opportunities a down market may present.

Consideration of ILFC’s Ability to Continue as a Going Concern

     As discussed in greater detail in our Annual Report on Form 10-K for the year ended December 31, 2008, management assessed our current financial position, liquidity needs and ability to meet our obligations as they come due and made significant judgments and estimates with respect to the potential financial and liquidity effects of our risks and uncertainties. Based on AIG’s intention to continue to support us, as expressed in AIG’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, and management’s plans, as described in our Annual Report on Form 10-K for the year ended December 31, 2008, and after consideration of the risks and uncertainties of such plans, management believes that we will have adequate liquidity to finance and operate our business and repay our obligations for at least the next twelve months.

     It is possible that the actual outcome of one or more of management’s plans could be materially different or that one or more of management’s significant judgments or estimates about the potential effects of the risks and uncertainties could prove to be materially incorrect.

     As a result of this determination, our condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, nor relating to the amounts and classification of liabilities that may be necessary should we be unable to continue as a going concern.

Liquidity

     As of the date of this report, we are unable to access the commercial paper and public debt markets and the maximum amount available under our senior revolving credit facilities is outstanding. In May 2009, the total amount available under the 2004 ECA facility was increased by $1.0 billion to a total of approximately $4.6 billion and the availability period was extended through June 30, 2010. At July 31, 2009, we had approximately $682.3 million available for the financing of new Airbus aircraft under our 2004 ECA facility. As a result of our current long-term debt ratings, we are required, under the 2004 ECA agreement, to receive written consent from the security trustee before we can fund Airbus aircraft deliveries under the facility. We obtained consent for all 16 Airbus aircraft that

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

we purchased during the second quarter of 2009 and financed all 16 aircraft under the facility. Further ratings declines could impose additional restrictions under the 1999 ECA facility. To the extent the security trustee of the 2004 ECA facility does not allow us to fund future purchases of Airbus aircraft under the 2004 ECA facility, we would have to locate other sources of financing to fund these purchases, as described in greater detail below, which would put additional strain on our liquidity. If we are unable to meet our aircraft purchase commitments as they become due, it could expose us to breach of contract claims by our lessees and the manufacturers, as discussed under “Part II — Item 1A. Risk Factors – Liquidity Risk.”

     Because we cannot determine when the commercial paper or public unsecured debt markets may become available to us again, we are currently seeking other ways to fund our purchase commitments of aircraft and future maturing obligations, including through secured financings and additional support from AIG. We entered into separate secured financings with respect to two aircraft during the second quarter of 2009. Under our existing debt agreements, we and our subsidiaries are permitted to enter into secured financings totaling up to 12.5% of consolidated net tangible assets, as defined in the debt agreements, currently approximately $5 billion. Furthermore, it may be possible, subject to receipt of any required consents under the Federal Reserve Bank of New York (“FRBNY”) facility and our bank facilities and term loans, for us to obtain secured financing without regard to the 12.5% consolidated net tangible asset limit referred to above (but subject to certain other limitations) by doing so through subsidiaries that qualify as non-restricted under our public debt indentures. However, we and our subsidiaries are currently permitted to incur no more than $4.0 billion of new secured indebtedness pursuant to a consent letter agreement between AIG and the FRBNY. AIG will need to obtain the FRBNY’s consent for us and our subsidiaries to incur new secured indebtedness in excess of $4.0 billion. In March 2009, we borrowed $1.7 billion from AIG Funding to assist in funding our liquidity needs. We may need to seek additional funding from AIG, which funding would be subject to the consent of the FRBNY. Because of the poor condition of current credit markets and AIG’s announced plans to sell us, we may not be able to obtain additional secured financing from third parties on favorable terms, if at all. We cannot predict whether AIG can obtain the FRBNY’s consent to allow us to incur new secured indebtedness in excess of $4.0 billion or to allow AIG to provide additional support to us.

Our Relationship with AIG

     AIG has experienced severe strain on its liquidity since the third quarter of 2008, and has been dependent on transactions with the FRBNY as its primary source of liquidity, as more fully described in AIG’s Quarterly Report on Form 10-Q for the period ended June 30, 2009.

AIG Loan from the FRBNY

     AIG has a revolving credit facility and a guarantee and pledge agreement with the FRBNY. The obligations under the credit facility agreement, dated as of September 22, 2008 as amended (the “FRBNY Credit Agreement”), are guaranteed by certain AIG subsidiaries and secured by a pledge of certain assets of AIG and its subsidiaries. We are not a guarantor of the FRBNY Credit Agreement obligations and have not pledged any assets to secure those obligations. We are, however, as a subsidiary of AIG, subject to covenants under the FRBNY Credit Agreement, including covenants that may, among other things, limit our ability to incur debt, encumber our assets, enter into sale-leaseback transactions, make equity or debt investments in other parties and pay distributions and dividends. AIG is required to repay the FRBNY Credit Agreement primarily from proceeds of sales of assets, including businesses. AIG is exploring divestiture opportunities for its non-core businesses and continues to consider strategic alternatives for ILFC.

AIG Going Concern Consideration

     In connection with the preparation of its quarterly report on Form 10-Q for the quarter ended June 30, 2009, AIG management assessed whether AIG has the ability to continue as a going concern. Based on the U.S. government’s continuing commitment, the recently completed transactions and the other expected transactions with the FRBNY, AIG management’s plans to stabilize its businesses and dispose of its non-core assets and other factors discussed in AIG’s Form 10-Q, and after consideration of the risks and uncertainties to such plans, AIG management indicated in the AIG quarterly report on Form 10-Q for the period ended June 30, 2009, that it believes that it will have adequate liquidity to finance and operate its businesses, execute its asset disposition plan, and continue as a going concern for at least the next twelve months. It is possible that the actual outcome of one or more

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

of AIG management’s plans could be materially different, or that one or more of AIG management’s significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect, or that one of the proposed transactions with the FRBNY discussed in AIG’s Form 10-Q will not be consummated or will fail to achieve its desired objectives. If one or more of these possible outcomes is realized, AIG may need additional U.S. government support to meet its obligations as they come due. If AIG is not able to continue as a going concern it will have a significant impact on our operations, including limiting our ability to issue new debt and to receive additional support from AIG.

Our Potential Sale by AIG

     AIG continues to consider strategic alternatives for ILFC. If AIG sells 51% or more of our common stock without certain lenders’ consent, it would be an event of default under our bank term loans and revolving credit agreements and would allow our lenders to declare our debt immediately due and payable. Accordingly, any such sale of us by AIG would require consideration of these credit arrangements. In addition, an event of default or declaration of acceleration under our bank term loans and revolving credit agreements could also result in an event of default under our other debt agreements, including the indentures governing our public debt.

Critical Accounting Policies and Estimates

     Management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. Periodically, we evaluate the estimates and judgments, including those related to revenue, depreciation, overhaul reserves, and contingencies. The estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. The results form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

     We believe that the following critical accounting policies can have a significant impact on our results of operations, financial position and financial statement disclosures, and may require subjective and complex estimates and judgments.

• Lease Revenue

• Flight Equipment Marketing

• Provision for Overhauls

• Flight Equipment

• Derivative Financial Instruments

• Fair Value Measurements

• Income Taxes

     The following detailed discussion on the application of the accounting policy for flight equipment updates the discussion in our Annual Report on Form 10-K for the year ended December 31, 2008.

     Flight Equipment: Flight equipment under operating leases is stated at cost. Purchases, major additions and modifications and interest on deposits during the construction phase are capitalized. The lessee provides and pays for normal maintenance and repairs, airframe and engine overhauls and compliance with return conditions of flight equipment returned from lease. We generally depreciate passenger aircraft, including those acquired under capital leases, using the straight-line method over a 25-year life from the date of manufacture to a 15% residual value. For freighter aircraft, depreciation is computed on the straight-line basis to a zero residual value over its useful life of 35 years. When an aircraft is out of production, management evaluates the residual value of the aircraft type, and depreciates the aircraft using the straight-line method over a 25-year life from the date of manufacture to an established residual value for each aircraft type. Due to the significant cost of aircraft carried in Flight equipment

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

under operating leases on our Condensed Consolidated Balance Sheets, any change in the assumption of useful life or residual values for all aircraft could have a significant impact on our results of operations.

     At the time assets are retired or sold, the cost and accumulated depreciation are removed from the related accounts and the difference, net of proceeds, is recorded as a gain or loss.

     Management evaluates quarterly the need to perform a recoverability assessment as required under GAAP and performs a recoverability assessment of all aircraft in our fleet at least annually. An assessment is performed whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets is measured by comparing the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. The undiscounted cash flows consist of cash flows from currently contracted leases, future projected lease rates, and estimated residual or scrap values for each aircraft. Management is very active in the industry and develops the assumptions used in the recoverability analysis based on its knowledge of active lease contracts, current and future expectations of the global demand for a particular aircraft type, and historical experience in the aircraft leasing market and aviation industry, as well as information received from third party industry sources. The factors considered in estimating the undiscounted cash flows are impacted by changes in future periods due to changes in contracted lease rates, economic conditions, technology, airline demand for a particular aircraft type, and many of the risk factors discussed in “Part I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008 and under “Part II – Item 1A. Risk Factors,” in this Form 10-Q and our Form 10-Q for the three months ended March 31, 2009. In the event that an aircraft does not meet the recoverability test, the aircraft will be recorded at fair value in accordance with our Fair Value Policy resulting in an impairment charge. Our Fair Value Policy is described in “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies and Estimates – Fair Value Measurements” in our Annual Report on Form 10-K for the year ended December 31, 2008.

     We have, to date, not recorded any impairment charges related to aircraft in our fleet. In monitoring the aircraft in our fleet for impairment charges, we identify those aircraft that are most susceptible to failing the recoverability assessment and monitor those aircraft more closely, which may result in more frequent recoverability assessments. The recoverability of these aircraft is more sensitive to changes in contractual cash flows, future cash flow estimates, and residual values. These aircraft are typically older planes that are less in demand and have lower lease rates. As of June 30, 2009, we had identified 18 aircraft as being susceptible to failing the recoverability test. These aircraft had a net book value of $481.0 million at June 30, 2009. Management believes that the carrying value of these aircraft is supported by the estimated future undiscounted cash flows expected to be generated by each aircraft.

     For a detailed discussion on the application of the remaining accounting policies, see “Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2008.

Debt Financings

     We generally fund our operations, including aircraft purchases, through available cash balances, internally generated funds, and debt financings. We borrow funds to purchase new and used flight equipment, make progress payments during aircraft construction and pay off maturing debt obligations. These funds have in the past been borrowed principally on an unsecured basis from various sources, and include both public debt and bank facilities. At June 30, 2009, we were in compliance in all material respects with the covenants in our debt agreements, including our financial covenants to maintain a maximum ratio of consolidated indebtedness to consolidated tangible net worth, a minimum fixed charge coverage ratio and a minimum consolidated tangible net worth.

     During the six months ended June 30, 2009, we borrowed approximately $3.0 billion and $1.7 billion was provided by operating activities. The $3.0 billion borrowed included $1.1 billion borrowed under our 2004 ECA facility to fund Airbus aircraft purchases, $1.7 billion borrowed from AIG Funding to fund our other liquidity needs, including aircraft purchases and repaying our maturing commercial paper and debt obligations as they became due, and $0.3 billion of other financing arrangements. We had $1.0 billion in cash and cash equivalents at June 30, 2009.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     Our debt financing was comprised of the following at the following dates:

	June 30,			December 31,
	2009			2008
	(Dollars in thousands)
Public bonds and medium-term notes	$	18,019,306		$	19,748,541
Bank debt		7,546,250			7,558,750
ECA financings		3,221,701			2,436,296
Other secured financings (a)		161,449			—
Loan from AIG Funding		1,700,000			—
Subordinated debt		1,000,000			1,000,000
Total public, bank, intercompany, and subordinated debt		31,648,706			30,743,587
Commercial paper and other short-term debt		100,000			1,752,000
Less: Deferred debt discount		(12,046	)		(18,919	)
Total debt financing and subordinated debt	$	31,736,660		$	32,476,668
Selected interest rates and ratios which include the economic effect of derivative instruments:
Composite interest rate		4.25	%		4.51	%
Percentage of total debt at fixed rates		60.54	%		63.89	%
Composite interest rate on fixed rate debt		5.44	%		5.41	%
Bank prime rate		3.25	%		3.25	%

(a) Of this amount, $137.4 million of these secured financings is non-recourse to ILFC. These secured financings were incurred by either a variable interest entity and consolidated in accordance with FIN 46R or by a wholly owned subsidiary of ILFC, each without recourse to ILFC.

     The above amounts represent the anticipated settlement of our currently outstanding debt obligations. Certain adjustments required to present currently outstanding hedged debt obligations have been recorded and presented separately on the balance sheet, including adjustments related to foreign currency hedging and interest rate hedging activities. We have eliminated the currency exposure arising from foreign currency denominated notes by hedging the notes through swaps. Foreign currency denominated debt is translated into US dollars using exchange rates as of each balance sheet date. The foreign exchange adjustment for the foreign currency denominated debt hedged with derivative contracts was an increase of $405.7 million at June 30, 2009 compared to an increase of $338.1 million at December 31, 2008. Composite interest rates and percentages of total debt at fixed rates reflect the effect of derivative instruments. Our lower composite interest rate at June 30, 2009 compared to December 31, 2008, is driven by a decrease in short-term interest rates.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Public Bonds and Medium-Term Notes

     As discussed in “Liquidity” above, we currently are unable to issue debt under our existing public debt financing arrangements. The interest rate on most of our public debt currently outstanding is effectively fixed for the terms of the notes. Our existing public debt financing arrangements are (i) an automatic shelf registration statement, which includes a $10.0 billion medium-term note program and a $1.0 billion retail medium-term note program and (ii) a $7.0 billion Euro medium-term note programme as described in the table below:

	Maximum
	Offering		Sold
	(Dollars in millions)
Registration statement dated August 16, 2006 (including $10.0 billion Medium-Term Note Program and $1.0 billion Retail Medium-Term Note Program) (a)	Unlimited (b)
Euro Medium-Term Note Programme dated September 2008 (c)(d)		7,000		2,334

(a)	We intend to file a new automatic shelf registration statement for the issuance of debt securities on or prior to August 16, 2009, which is the expiration date for the existing registration statement dated August 16, 2006. We may not establish new medium-term note programs under this new shelf registration statement until the public debt markets become available to us again.
(b)	As a result of the Company’s Well Known Seasoned Issuer (“WKSI”) status, we have an unlimited amount of debt securities registered for sale.
(c)	We have economically hedged the foreign currency risk of the notes through derivatives.
(d)	This is a perpetual program. As a bond matures, the principal amount becomes available for new issuances under the program.

Bank Credit Facilities

     Revolving Credit Facilities: We have entered into three unsecured revolving credit facilities with an original group of 35 banks for an aggregate amount of $6.5 billion, consisting of a $2.0 billion tranche that expires in October 2009, a $2.0 billion tranche that expires in October 2010, and a $2.5 billion tranche that expires in October 2011. These revolving credit facilities provide for interest rates that vary according to the pricing option selected at the time of borrowing. Pricing options include a base rate, a rate ranging from 0.25% over LIBOR to 0.65% over LIBOR based upon utilization, or a rate determined by a competitive bid process with the banks. The credit facilities are subject to facility fees, currently 0.2% of amounts available. We are currently paying the maximum fees under the facilities. The fees are based on our current credit ratings and may decrease in the event of an upgrade to our ratings. As of June 30, 2009, the maximum amount available of $6.5 billion under our revolving credit facilities was outstanding and interest was accruing on the outstanding loans with interest rates based on LIBOR ranging from 1.29% to 1.82%.

     Term Loans: From time to time, we enter into funded bank financing arrangements. As of June 30, 2009, $1.0 billion was outstanding under these term loan agreements, which have varying maturities through February 2012. The interest rates are based on LIBOR with spreads ranging from 0.300% to 1.625%. At June 30, 2009, the interest rates ranged from 0.91% to 2.25%.

ECA Financings

     Export Credit Facilities: We entered into ECA facilities in 1999 (“ECA 1999”) and 2004 (“ECA 2004”). The ECA 2004 is currently used to fund purchases of Airbus aircraft, while new financings are no longer available to us under the ECA 1999. The loans made under the ECA facilities are used to fund approximately 85% of each aircraft’s net purchase price.

     In January 1999, we entered into ECA 1999 to borrow up to $4.3 billion for the purchase of Airbus aircraft delivered through 2001. We used $2.8 billion of the amount available under this facility to finance purchases of 62 aircraft. Each aircraft purchased was financed by a ten-year fully amortizing loan with interest rates ranging from 5.753% to 5.898%. The loans are guaranteed by various European Export Credit Agencies. We have collateralized the debt by a pledge of the shares of a wholly-owned subsidiary that holds title to the aircraft financed under the facility. At June 30, 2009, 37 loans with an aggregate principal value of $231.7 million remained outstanding under the facility and the net book value of the related aircraft was $1.9 billion.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     In May 2004, we entered into ECA 2004, which was amended in May 2009 to allow us to borrow up to $4.6 billion for the purchase of Airbus aircraft delivered through June 30, 2010. Funds become available under this facility when the various European Export Credit Agencies provide guarantees for aircraft based on a forward-looking calendar. The financing is for a ten-year fully amortizing loan per aircraft at an interest rate determined through a bid process. We have collateralized the debt by a pledge of the shares of a wholly-owned subsidiary that holds title to the aircraft financed under this facility. As of June 30, 2009, we had financed 65 aircraft using approximately $3.9 billion under this facility and approximately $3.0 billion was outstanding. The interest rates are either fixed or based on LIBOR. At June 30, 2009, the interest rates of the outstanding loans ranged from 1.24% to 4.71%. The net book value of the related aircraft was approximately $4.0 billion at June 30, 2009. As of July 31, 2009, we had approximately $682.3 million available under this facility.

     Under the terms of our ECA facilities, due to our current long-term debt ratings, we are required to segregate security deposits and maintenance reserves for aircraft funded under the facilities into separate accounts. At June 30, 2009, we had segregated security deposits and maintenance reserves aggregating approximately $264 million related to such aircraft. The segregated amounts will fluctuate with changes in deposits, maintenance reserves, and debt maturities related to the aircraft funded under the facilities. As a result of Moody’s Investor Service, Inc. (“Moody’s”) downgrade of our long-term debt rating to Baa2 on March 17, 2009, we need written consent from the security trustee of our 2004 ECA facility before we can fund Airbus aircraft purchases under the facility. We obtained consent for and financed 16 aircraft under the facility during the three-month period ended June 30, 2009. To the extent the security trustee of the 2004 ECA facility does not allow us to fund future purchases of Airbus aircraft under the 2004 ECA facility, we would have to locate other sources of financing to fund these purchases, as described in greater detail above under “Liquidity,” which would put additional strain on our liquidity.

     On July 31, 2009, Moody’s downgraded our long-term debt rating to Baa3. As a result, the security trustee of the 2004 ECA facility can choose to take control of the accounts holding our segregated maintenance reserves and security deposits related to aircraft funded under the 2004 ECA facility, which currently total $192.7 million. We will also be required to segregate subsequent rental payments on these aircraft, and may be required to, at the request of the security trustee, transfer control of this account to the security trustee of the 2004 ECA facility. In addition, we may be required to file individual mortgages on the aircraft funded under the facility in the respective jurisdictions in which the lessees operate. Further ratings declines could impose additional restrictions under the 1999 ECA facility, including the requirement to segregate rental payments and to receive prior consent to withdraw funds from the segregated accounts.

Other Secured Financing Arrangements

     In May 2009, ILFC provided $39.0 million of subordinated financing to a trust, which we have determined is a Variable Interest Entity in which we are the primary beneficiary, as defined by FIN 46R. Accordingly, we consolidate the trust into our condensed consolidated financial statements. The trust used these funds and an additional $106.0 million borrowed from third parties to purchase an aircraft, which the trust leases to an airline. ILFC acts as servicer of the lease for the trust. The $106.0 million loan has two tranches. The first tranche is $82.0 million, fully amortizes over the lease term, and is non-recourse to ILFC. The second tranche is $24.0 million, amortizes over the lease term, and is guaranteed by ILFC. Both tranches of the loan are secured by the aircraft and the lease receivables. Both tranches have nine-year terms with interest rates based on LIBOR. At June 30, 2009, the interest rates on the $82.0 million and $24.0 million tranches were 3.473% and 5.173%, respectively. The trust entered into two interest rate caps to economically hedge the related LIBOR interest rate risk in excess of 4.00%. At June 30, 2009, the net book value of the aircraft was $144.6 million.

     In June 2009, we borrowed $55.4 million through a wholly-owned subsidiary that owns one aircraft leased to an airline. The loan is non-recourse to ILFC and the loan is secured by the aircraft and the lease receivables. The interest rate on the loan is fixed at 6.58%. At June 30, 2009, the net book value of the aircraft was $96.3 million.

Subordinated Debt

     In December 2005, we issued two tranches of subordinated debt totaling $1.0 billion. Both tranches mature on December 21, 2065, but each tranche has a different call option. The $600 million tranche has a call option date of December 21, 2010, and the $400 million tranche has a call option date of December 21, 2015. The tranche with the

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

2010 call option date has a fixed interest rate of 5.90% for the first five years, and the tranche with the 2015 call option date has a fixed interest rate of 6.25% for the first ten years. Each tranche has an interest rate adjustment if the call option for that tranche is not exercised. The new interest rate would be a floating rate, reset quarterly, based on the initial credit spread of 1.55% and 1.80%, respectively, plus the highest of (i) 3 month LIBOR; (ii) 10-year constant maturity treasury; and (iii) 30-year constant maturity treasury.

Commercial Paper and Other Short-Term Debt

     Commercial Paper: We have a $6.0 billion Commercial Paper Program and we had access to the FRBNY Commercial Paper Funding Facility (“CPFF”) until January 2009. As previously discussed under “Liquidity,” we are unable to issue new commercial paper with our current short-term debt ratings and we cannot determine when the commercial paper markets may be available to us again. At June 30, 2009, we have no commercial paper outstanding.

     Other short-term financing: In April 2009, we entered into a $100.0 million 90-day promissory note agreement with a supplier in connection with the purchase of an aircraft. The interest rate was fixed at the annual rate of 5.00%. The note was paid in full on July 22, 2009, when it matured.

Loan from AIG

     In March 2009 we entered into two demand note agreements aggregating $1.7 billion with AIG Funding in order to fund our liquidity needs. Interest on the notes is based on LIBOR with a floor of 3.5%. For June 2009, the interest rate on each note was approximately 6.53%. The notes are payable upon demand, but otherwise in full upon maturity, which will be the earlier of our sale by AIG or December 31, 2009. We can voluntarily prepay the notes in whole or in part at any time without penalty or premium.

Derivatives

     We employ derivative products to manage our exposure to interest rates risks and foreign currency risks. We enter into derivative transactions only to economically hedge interest rate risk and currency risk and not to speculate on interest rates or currency fluctuations. These derivative products include interest rate swap agreements, currency swap agreements and interest rate cap agreements. At June 30, 2009, all our interest rate swaps and foreign exchange swaps were designated as and accounted for as cash flow hedges and we had not designated our interest rate cap agreements as hedges in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended (“SFAS 133”).

     When interest rate and foreign currency swaps are effective as cash flow hedges under the requirements of SFAS 133, they offset the variability of expected future cash flows, both economically and for financial reporting purposes. We have historically used such instruments to effectively mitigate foreign currency and interest rate risks. The effect of our ability to apply hedge accounting for the swaps is that changes in their fair values are recorded in Other comprehensive income (“OCI”) instead of in earnings for each reporting period. As a result, reported net income will not be directly influenced by changes in interest rates and currency rates.

     The counterparty to our interest rate swaps and foreign currency swaps is AIG Financial Products Corp. (“AIGFP”), a non-subsidiary affiliate. The swap agreements are subject to a bilateral security agreement and a master netting agreement, which would allow the netting of derivative assets and liabilities in the case of default under any one contract. Failure of the instruments or counterparty to perform under the derivative contracts would have a material impact on our results of operations and cash flows. The counterparty to our interest rate cap agreements is an independent third party and is not subject to a master netting agreement. In accordance with SFAS No. 157, “Fair Value Measurements,” as amended (“SFAS 157”), the net fair value of our derivatives was decreased by adjustments related to our counterparties’ credit risks and liquidity risks aggregating $80.6 million and $19.8 million at June 30, 2009 and December 31, 2008, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Credit Ratings

     The following table summarizes our current ratings by Fitch Ratings, Inc. (“Fitch”), Moody’s, and Standard and Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), the respective nationally recognized rating agencies:

Rating Agency	Short-term Debt	Long-term Debt	Credit Watch/Review	Date of Last Ratings Action
Fitch	F2	BBB	Evolving	May 15, 2009
Moody’s	P-3	Baa3	Negative	July 31, 2009
S&P	A-2	BBB+	Negative	April 2, 2009

     These credit ratings are the current opinions of the rating agencies. As such, they may be changed, suspended or withdrawn at any time by the rating agencies as a result of various circumstances including changes in, or unavailability of, information.

     Our current long-term debt ratings require us to obtain written consent from the security trustee of our 2004 ECA facility before we can fund Airbus aircraft purchases under the facility. We are also required to segregate into separate accounts security deposits and maintenance reserves under both our 1999 and 2004 ECA facilities. As a result of the most recent downgrade of our long-term debt rating by Moody’s to Baa3 on July 31, 2009, we will also be required to segregate subsequent rental payments under the 2004 ECA facility. In addition, the security trustee of the 2004 ECA facility can choose to take control of the segregated accounts under the 2004 ECA facility, which currently total $192.7 million, and we may be required, at the request of the security trustee, to file individual mortgages on the aircraft funded under the ECA 2004 facility in the respective local jurisdictions in which the lessees operate.

     While a ratings downgrade does not result in a default under any of our debt agreements, certain downgrades would impose additional restrictions under the 1999 facility. In addition, such a downgrade would adversely affect our ability to issue public debt, obtain new financing arrangements or renew existing arrangements, and would increase the cost of such financing arrangements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     The following table summarizes our contractual obligations at June 30, 2009:

Existing Commitments

	Commitments Due by Fiscal Year
	Total		2009		2010		2011		2012		2013		Thereafter
	(Dollars in thousands)
Public bonds and medium-term notes	$	18,019,306	$	1,470,676	$	4,001,778	$	4,380,107	$	3,571,791	$	3,542,019	$	1,052,935
Bank Credit Facilities		6,500,000		2,000,000		2,000,000		2,500,000		—		—		—
Bank Term Loans		1,046,250		458,500		102,750		335,000		150,000		—		—
ECA Financings		3,221,701		280,368		506,525		418,508		389,461		389,461		1,237,378
Other Secured Financings		161,449		6,879		13,016		13,949		14,929		16,018		96,658
Loan From Supplier		100,000		100,000		—		—		—		—		—
Loan From AIG Funding		1,700,000		1,700,000		—		—		—		—		—
Subordinated Debt		1,000,000		—		—		—		—		—		1,000,000
Interest Payments on Debt Outstanding (a)(b)(c)		6,739,270		721,464		1,066,547		789,386		493,581		311,216		3,357,076
Operating Leases (d)(e)		76,448		5,572		11,393		11,856		12,338		12,839		22,450
Pension Obligations (f)		8,999		1,346		1,405		1,463		1,526		1,595		1,664
Tax Benefit Sharing Agreement Due to AIG		85,000		85,000		—		—		—		—		—
Purchase Commitments		14,272,200		580,300		242,700		247,600		639,400		2,277,900		10,284,300
Total	$	52,930,623	$	7,410,105	$	7,946,114	$	8,697,869	$	5,273,026	$	6,551,048	$	17,052,461

Contingent Commitments

	Contingency Expiration by Fiscal Year
	Total		2009		2010		2011		2012		2013		Thereafter
	(Dollars in thousands)
AVGs (g)	$	558,667	$	—	$	—	$	27,841	$	78,950	$	96,003	$	355,873
Lines of Credit		50,000		—		50,000		—		—		—		—
Total (h)	$	608,667	$	—	$	50,000	$	27,841	$	78,950	$	96,003	$	355,873

(a)	Includes interest on loan from AIG Funding.
(b)	Future interest payments on floating rate debt are estimated using floating interest rate in effect at June 30, 2009.
(c)	Includes the effect of interest rate and foreign currency derivative instruments.
(d)	Excludes fully defeased aircraft sale-lease back transactions.
(e)	Minimum rentals have not been reduced by minimum sublease rentals of $8,602 in the future under non-cancellable subleases.
(f)	Our pension obligations are part of intercompany expenses, which AIG allocates to us on an annual basis. The amount is an estimate of such allocation. The column “2009” consists of total estimated allocations for 2009 and the column “Thereafter” consists of the 2014 estimated allocation. The amount allocated has not been material to date.
(g)	From time to time, we participate with airlines, banks and other financial institutions in the financing of aircraft by providing asset guarantees, put options, or loan guarantees collateralized by aircraft. As a result, should we be called upon to fulfill our obligations, we would have recourse to the value of the underlying aircraft.
(h)	Excluded from total contingent commitments are $145.7 million of uncertain tax liabilities. The future cash flows to these liabilities are uncertain and we are unable to make reasonable estimates of the outflows.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

Off-Balance-Sheet Arrangements

     We have not established any unconsolidated entities for the purpose of facilitating off-balance sheet arrangements or for other contractually narrow or limited purposes. We have, however, from time to time established subsidiaries, entered into joint ventures or created other partnership arrangements or trusts with the limited purpose of leasing aircraft or facilitating borrowing arrangements.

Results of Operations

Three Months Ended June 30, 2009 Versus 2008

     Revenues from rentals of flight equipment increased 3.2% to $1,298.9 million for the three months ended June 30, 2009 from $1,258.6 million for the same period in 2008. The number of aircraft in our fleet increased to 992 at June 30, 2009, compared to 947 at June 30, 2008. Revenues from rentals of flight equipment increased by $80.4 million due to the addition of new aircraft to our fleet after June 30, 2008, and aircraft in our fleet as of June 30, 2008 that earned revenue for a greater number of days during the three-month period ended June 30, 2009 than during the same period in 2008. These revenue increases were partially offset by (i) a $10.3 million decrease related to lower aggregate hours flown on which we collect overhaul revenue; (ii) an $8.3 million decrease due to lost revenue relating to aircraft in transition between lessees primarily resulting from repossessions of aircraft; (iii) a $6.1 million decrease related to the early termination of six Air Jamaica lease agreements; (iv) a $5.5 million decrease in revenue recognized related to lease payments receivable from lessees that are 60 days or more in arrears in their lease payments; (v) a $4.8 million decrease related to aircraft in service during the three months ended June 30, 2008, and sold prior to June 30, 2009; and (vi) a $5.1 million decrease due to lower lease rates on aircraft in our fleet during both periods, that were re-leased or had lease rates change between the two periods.

     Four aircraft in our fleet were not subject to a signed lease agreement or a signed letter of intent at June 30, 2009, one of which was subsequently leased.

     In addition to our leasing operations, we engage in the marketing of our flight equipment throughout the lease term, as well as the sale of third party owned flight equipment and other marketing services on a principal and commission basis. Revenues from flight equipment marketing decreased to $9.3 million for the three months ended June 30, 2009, compared to $28.2 million for the same period in 2008. We sold two aircraft during the three months ended June 30, 2009, compared to six aircraft and one engine sold during the same period in 2008.

     Interest and other revenue decreased to $22.0 million for the three months ended June 30, 2009, compared to $26.3 million for the same period in 2008 due to (i) a $5.9 million decrease in bankruptcy settlements received related to lessees who had previously filed for bankruptcy protection; (ii) a $3.2 million decrease in interest revenue directly related to paying down principal balances of Notes receivable and net investment in finance and sales-type leases and a decrease in interest rates; and (iii) other minor fluctuations aggregating a net decrease of $0.6 million. The decreases were offset by an increase of $5.4 million related to excess proceeds receivable for a loss of an aircraft.

     Interest expense decreased to $353.2 million for the three months ended June 30, 2009, compared to $366.4 million for the same period in 2008 as a result of a decrease in our composite interest rate. The decrease was partially offset by an increase in average outstanding debt (excluding the effect of debt discount and foreign exchange adjustments) to $31.8 billion for the three months ended June 30, 2009, compared to $31.2 billion for the same period in 2008.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     Our composite borrowing rates in the second quarters of 2009 and 2008, which include the effect of derivatives, were as follows:

							Increase
	2009			2008			(Decrease)
Beginning of Quarter		4.37	%		4.79	%		(0.42	)%
End of Quarter		4.25	%		4.74	%		(0.49	)%
Average		4.31	%		4.77	%		(0.46	)%

     We recorded income of $6.4 million for the three months ended June 30, 2009, compared to a charge of $7.2 million for the same period in 2008 primarily related to ineffectiveness of derivatives designated as cash flow hedges. In addition, for the three months ended June 30, 2008, we recorded an $11.2 million charge relating to incorporation of counterparty credit risk (“CVA”) and liquidity risk (“MVA”) in the calculation of fair value of our derivative instruments. The corresponding adjustments for the period ended June 30, 2009 were recorded in OCI. (See Note A – Basis of Preparation and Note E – Derivative Activities).

     Depreciation of flight equipment increased 5.2% to $488.8 million for the three months ended June 30, 2009, compared to $464.6 million for the same period in 2008 due to the increased cost of the fleet.

     Provision for overhauls decreased to $74.1 million for the three months ended June 30, 2009, compared to $79.2 million for the same period in 2008 due to a decrease in the aggregate number of hours flown on which we collect overhaul revenue, which results in a decrease in the estimated future reimbursements.

     Flight equipment rent expense relates to two sale-leaseback transactions.

     Selling, general and administrative expenses increased to $51.6 million for the three months ended June 30, 2009, compared to $47.7 million for the same period in 2008 due to (i) a $5.6 million increase in salary and employee related expenses including accrued and unpaid performance, incentive, and retention bonuses; (ii) a $1.7 million increase in aircraft costs to support our growing fleet; and (iii) other minor increases aggregating $1.1 million. These increases were partially offset by a decrease of $4.5 million related to a write down of a notes receivable in 2008 that did not reoccur in 2009.

     We have not recognized any impairment charges related to our fleet, as we have been able to re-lease aircraft without diminution in lease rates to an extent that would warrant an impairment write-down. We typically contract to re-lease aircraft before the end of the existing lease term. For aircraft returned before the end of the lease term, we have generally been able to re-lease aircraft within two to six months of their return. In monitoring the aircraft in our fleet for impairment charges, we identify those aircraft that are most susceptible to failing the recoverability assessment and monitor those aircraft more closely, which may result in more frequent recoverability assessments. The recoverability of these aircraft is more sensitive to changes in contractual cash flows, future cash flow estimates, and residual values. These aircraft are typically older planes that are less in demand and have lower lease rates. As of June 30, 2009, we had identified 18 aircraft as being susceptible to failing the recoverability test. These aircraft had a net book value of $481.0 million at June 30, 2009. Management believes that the carrying value of these aircraft is supported by the estimated future undiscounted cash flows expected to be generated by each aircraft.

     Our effective tax rate for the quarter ended June 30, 2009 decreased to 35.0% from 35.6% for the same period in 2008. Our effective tax rate continues to be impacted by minor permanent items and interest accrued on uncertain tax positions and prior period audit adjustments. Our reserve for uncertain tax positions increased by $5.2 million for the three month period ended June 30, 2009, due to the continued uncertainty of tax benefits related to the Foreign Sales Corporation and Extraterritorial Income regimes, the benefits of which, if realized, would have a significant impact on our effective tax rate.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     Other comprehensive loss was $28.2 million for the three months ended June 30, 2009 compared to income of $78.5 million for the same period in 2008. This decrease was primarily due to changes in the market value on derivatives qualifying for and designated as cash flow hedges under SFAS 133, which includes a $62.6 million charge to OCI relating to CVA and MVA in the calculation of fair value of our derivative instruments for the three-month period ended June 30, 2009. In the second quarter of 2008, we recorded an $11.2 million charge to income relating to CVA and MVA in the calculation of fair value of our derivative instruments for that period. As discussed in Note A to our condensed consolidated financial statements, we concluded in the third quarter of 2008 that such adjustments should be recorded in other comprehensive income in accordance with SFAS 133. We also concluded that the effect of the out-of-period adjustments were not material to any period affected, and we credited income in the third quarter of 2008 for the aggregate CVA and MVA charges of $51.2 million previously charged to income in the first and second quarters of 2008.

Six Months Ended June 30, 2009 Versus 2008

     Revenues from rentals of flight equipment increased 4.7% to $2,560.3 million for the six months ended June 30, 2009 from $2,445.4 million for the same period in 2008. The number of aircraft in our fleet increased to 992 at June 30, 2009, compared to 947 at June 30, 2008. Revenues from rentals of flight equipment increased (i) $168.7 million due to the addition of new aircraft to our fleet after June 30, 2008, and aircraft in our fleet as of June 30, 2008 that earned revenue for a greater number of days during the six-month period ended June 30, 2009 than during the same period in 2008 and (ii) $7.0 million due to lower charges taken related to the early termination of six Air Jamaica lease agreements in 2009 compared to ten ATA lease agreements in 2008. These revenue increases were partially offset by (i) a $25.1 million decrease due to lost revenue relating to aircraft in transition between lessees primarily resulting from repossessions of aircraft from airlines who filed for bankruptcy protection or ceased operations during 2008; (ii) a $14.9 million decrease related to aircraft in service during the six months ended June 30, 2008, and sold prior to June 30, 2009; (iii) a $14.8 million decrease related to lower aggregate hours flown on which we collect overhaul revenue; (iv) a $5.5 million decrease in revenue recognized related to lease payments receivable from lessees that are 60 days or more in arrears in their lease payments; and (v) a $0.5 million decrease due to slightly lower lease rates on aircraft in our fleet during both periods, that were re-leased or had lease rates changes between the two periods.

     Four aircraft in our fleet were not subject to a signed lease agreement or a signed letter of intent at June 30, 2009, one of which was subsequently leased.

     In addition to our leasing operations, we engage in the marketing of our flight equipment throughout the lease term, as well as the sale of third party owned flight equipment and other marketing services on a principal and commission basis. Revenues from flight equipment marketing decreased to $10.6 million for the six months ended June 30, 2009, compared to $39.1 million for the same period in 2008. We sold two aircraft during the six months ended June 30, 2009, compared to eight aircraft and one engine sold during the same period in 2008.

     Interest and other revenue decreased to $37.3 million for the six months ended June 30, 2009, compared to $43.8 million for the same period in 2008 due to (i) a decrease of $5.9 million in bankruptcy settlements received related to lessees who had previously filed for bankruptcy protection; (ii) a $2.4 million decrease in interest revenue directly related to paying down principal balances of Notes receivable and net investment in finance and sales-type leases and a decrease in interest rates; (iii) a $1.0 million decrease in foreign exchange gains, net of losses; and (iv) other minor fluctuations aggregating a net decrease of $2.6 million. The decreases were offset by $5.4 million in proceeds receivable in excess of book value related to a loss of an aircraft.

     Interest expense decreased to $708.6 million for the six months ended June 30, 2009, compared to $746.5 million for the same period in 2008 as a result of a decrease in our composite interest rate. The decrease was partially offset by an increase in average outstanding debt (excluding the effect of debt discount and foreign exchange adjustments) to $32.1 billion for the six months ended June 30, 2009, compared to $30.9 billion for the same period in 2008.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

     Our composite borrowing rates for the six months ended June 30, 2009 and 2008, which include the effect of derivatives, were as follows:

							Increase
	2009			2008			(Decrease)
Beginning of Six Months		4.51	%		5.16	%		(0.65	)%
End of Six Months		4.25	%		4.74	%		(0.49	)%
Average		4.38	%		4.95	%		(0.57	)%

     We recorded income of $4.3 million for the six months ended June 30, 2009, compared to a charge of $7.5 million for the same period 2008 primarily related to ineffectiveness of derivatives designated as cash flow hedges. In addition, for the six months ended June 30, 2008, we recorded a $51.2 million charge relating to incorporation of CVA and MVA in the calculation of fair value of our derivative instruments. The corresponding adjustments for the period ended June 30, 2009 were recorded in OCI. (See Note A – Basis of Preparation and Note E – Derivative Activities).

     Depreciation of flight equipment increased 5.1% to $960.9 million for the six months ended June 30, 2009, compared to $914.2 million for the same period in 2008 due to the increased cost of the fleet.

     Provision for overhauls decreased to $143.4 million for the six months ended June 30, 2009, compared to $150.7 million for the same period in 2008 due to a decrease in the aggregate number of hours flown on which we collect overhaul revenue, which results in a decrease in the estimated future reimbursements.

     Flight equipment rent expense relates to two sale-leaseback transactions.

     Selling, general and administrative expenses increased to $111.4 million for the six months ended June 30, 2009, compared to $84.9 million for the same period in 2008 due to (i) a $13.2 million increase in salary and employee related expenses including accrued and unpaid performance, incentive, and retention bonuses; (ii) an $11.9 million increase in aircraft costs to support our growing fleet; and (iii) a $7.5 million charge related to an aircraft that was classified as an aircraft held for sale in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (“SFAS 144”). These increases were partially offset by (i) a 2008 write down of notes receivable of $4.5 million that did not reoccur in the current period and (ii) other minor fluctuations aggregating a decrease of $1.6 million.

     We typically contract to re-lease aircraft before the end of the existing lease term. For aircraft returned before the end of the lease term, we have generally been able to re-lease aircraft within two to six months of their return. We have not recognized any impairment charges related to our fleet, as we have been able to re-lease aircraft without diminution in lease rates to an extent that would warrant an impairment write-down. In monitoring the aircraft in our fleet for impairment charges, we identify those aircraft that are most susceptible to failing the recoverability assessment and monitor those aircraft more closely, which may result in more frequent recoverability assessments. The recoverability of these aircraft is more sensitive to changes in contractual cash flows, future cash flow estimates, and residual values. These aircraft are typically older planes that are less in demand and have lower lease rates. As of June 30, 2009, we had identified 18 aircraft as being susceptible to failing the recoverability test. These aircraft had a net book value of $481.0 million at June 30, 2009. Management believes that the carrying value of these aircraft is supported by the estimated future undiscounted cash flows expected to be generated by each aircraft.

     Our effective tax rate for the six months ended June 30, 2009 decreased slightly to 35.2% from 35.6% for the same period in 2008. Our effective tax rate continues to be impacted by minor permanent items and interest accrued on uncertain tax positions and prior period audit adjustments. Our reserve for uncertain tax positions increased by

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

$24.2 million for the six month period ended June 30, 2009, due to the continued uncertainty of tax benefits related to the Foreign Sales Corporation and Extraterritorial Income regimes, the benefits of which, if realized, would have a significant impact on our effective tax rate.

     Other comprehensive loss was $10.1 million for the six months ended June 30, 2009 compared to $6.2 million for the same period in 2008. This increase was primarily due to changes in the market value on derivatives qualifying for and designated as cash flow hedges under SFAS 133, which includes a $60.4 million charge to OCI relating to CVA and MVA in the calculation of fair value of our derivative instruments for the six-month period ended June 30, 2009. For the six months ended June 30, 2008, we recorded a $51.2 million charge to income relating to CVA and MVA in the calculation of fair value of our derivative instruments for that period. As discussed in Note A to our condensed consolidated financial statements, we concluded in the third quarter of 2008 that such adjustments should be recorded in other comprehensive income in accordance with SFAS 133. We also concluded that the effect of the out-of-period adjustments were not material to any period affected, and we credited income in the third quarter of 2008 for the aggregate CVA and MVA charges of $51.2 million previously charged to income in the first and second quarters of 2008.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Value at Risk

     Measuring potential losses in fair values is performed through the application of various statistical techniques. One such technique is Value at Risk (“VaR”), a summary statistical measure that uses historical interest rates, foreign currency exchange rates and equity prices and which estimates the volatility and correlation of these rates and prices to calculate the maximum loss that could occur over a defined period of time given a certain probability.

     Management believes that statistical models alone do not provide a sufficient method of monitoring and controlling market risk. While VaR models are relatively sophisticated, the quantitative market risk information generated is limited by the assumptions and parameters established in creating the related models. Therefore, such models are tools and do not substitute for the experience or judgment of senior management.

     We are exposed to market risk and the risk of loss of fair value and possible liquidity strain resulting from adverse fluctuations in interest rates and foreign exchange prices. We statistically measure the loss of fair value through the application of a VaR model on a quarterly basis. In this analysis, our net fair value is determined using the financial instrument and other assets. This includes tax adjusted future flight equipment lease revenues and financial instrument liabilities, which includes future servicing of current debt. The estimated impact of current derivative positions is also taken into account.

     We calculate the VaR with respect to the net fair value by using historical scenarios. This methodology entails re-pricing all assets and liabilities under explicit changes in market rates within a specific historical time period. In this case, the most recent three years of historical information for interest rates and foreign exchange rates were used to construct the historical scenarios at June 30, 2009, and December 31, 2008. For each scenario, each financial instrument is re-priced. Scenario values for us are then calculated by netting the values of all the underlying assets and liabilities. The final VaR number represents the maximum adverse deviation in net fair value incurred under these scenarios with 95% confidence (i.e. only 5% of historical scenarios show losses greater than the VaR figure). A one month holding period is assumed in computing the VaR figure. The table below presents the average, high and low VaRs on a combined basis and of each component of market risk for us for the periods ended June 30, 2009 and December 31, 2008. Total VaR for ILFC decreased from the fourth quarter of 2008 to the second quarter of 2009 due to better diversification effect between assets and liabilities.

	ILFC Market Risk
	Six Months Ended						Year Ended
	June 30, 2009						December 31, 2008
	(Dollars in millions)
	Average		High		Low		Average		High		Low
Combined	$	38.4	$	41.6	$	35.9	$	53.2	$	96.2	$	36.1
Interest Rate		38.6		41.7		36.2		53.7		97.6		36.5
Currency		0.4		0.7		0.1		1.0		1.6		0.7

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ITEM 4. CONTROLS AND PROCEDURES

(A) Evaluation of Disclosure Controls and Procedures

     We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission, and such information is accumulated and communicated to our management, including the Chairman of the Board and Chief Executive Officer and the Vice Chairman and Chief Financial Officer (collectively the “Certifying Officers”), as appropriate, to allow timely decisions regarding required disclosure. Our management, including the Certifying Officers, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

     We have evaluated, under the supervision and with the participation of management, including the Certifying Officers, the effectiveness of our disclosure controls and procedures, as defined in Rules 13a – 15(e) and 15d – 15(e) of the Securities Exchange Act of 1934 as of June 30, 2009. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective at the reasonable assurance level at June 30, 2009.

     Variable Interest Entities: We have consolidated into our Condensed Consolidated Financial Statements, financial information related to certain Variable Interest Entities (“VIEs”). Our assessment of disclosure controls and procedures, as described above, includes the VIEs. Each of the VIEs has a discrete number of assets and liabilities and we, as lender and guarantor to the VIEs, have been provided sufficient information to conclude that our procedures with respect to these VIEs are effective in providing reasonable assurance that the information required to be disclosed by us relating to these entities is reconciled, processed, summarized and reported within the periods specified by the Securities and Exchange Commission. However, management has been unable to assess the effectiveness of internal controls at those entities due to our inability to dictate or modify the control over financial reporting of those entities, or to assess those controls.

(B) Changes in Internal Control Over Financial Reporting

     There have been no changes in our internal control over financial reporting during the three months ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     Flash Airlines: We are named in lawsuits in connection with the January 3, 2004 crash of our Boeing 737-300 aircraft on lease to Flash Airlines, an Egyptian carrier. These lawsuits were filed by the families of victims on the flight and seek unspecified damages for wrongful death, costs and fees. The initial lawsuit was filed in May 2004 in California, and subsequent lawsuits were filed in California and Arkansas. All cases filed in the U.S. were dismissed on the grounds of forum non conveniens and transferred to the French Tribunal de Grande Instance (TGI) civil court in either Bobigny or Paris. The Bobigny plaintiffs challenged French jurisdiction, whereupon the TGI decided to retain jurisdiction, on appeal the Paris Court of Appeal reversed, and on appeal the French Cour de Cassation elected to defer its decision pending a trial on the merits. We believe we are adequately covered in these cases by the liability insurance policies carried by Flash Airlines and we have substantial defenses to these actions. We do not believe that the outcome of these lawsuits will have a material effect on our consolidated financial condition, results of operations or cash flows.

     Krasnoyarsk Airlines (“KrasAir”): We leased a 757-200ER aircraft to a Russian airline, KrasAir, which is now the subject of a Russian bankruptcy-like proceeding. The aircraft lease was assigned to another Russian carrier, Air Company “Atlant-Soyuz” Incorporated, which defaulted under the lease. In the first quarter of 2009, we were informed that the Russian customs authority had seized the aircraft during a time frame we believe to be late 2008. The aircraft was seized on the basis of certain alleged violations by KrasAir with respect to the import of the aircraft, including the import type and customs fees owed. The Russian customs authority filed a case in April 2009 in the general jurisdiction court in Moscow, Russia seeking an order permitting it to confiscate the aircraft due to these alleged violations. Shortly after the lawsuit was filed, we intervened in the lawsuit in order to protect our ownership rights and informed the insurance underwriters under KrasAir’s, Atlant-Soyuz’s, and our insurance policies of this matter. In the second quarter of 2009, the court decided that the seizure of the aircraft by the Russian customs authority was improper and denied the Russian customs authority’s request to confiscate the aircraft. Also in the second quarter of 2009, another Russian airline signed a lease for the aircraft. The aircraft was returned to us by the Russian customs authority and is currently undergoing maintenance in Moscow, Russia and we are currently negotiating a resolution of all customs-related issues with the Russian customs authority. We cannot predict what the outcome of this matter will be, but we do not believe that it will be material to our consolidated financial position, results of operations or cash flows.

     We are also a party to various claims and litigation matters arising in the ordinary course of our business. We do not believe the outcome of any of these matters will be material to our consolidated financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

     Our business is subject to numerous risks and uncertainties, as described below and under “Part I — Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008 and under “Part II – Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2009, and elsewhere in this report.

     We operate as a supplier and financier to airlines. The risks affecting our airline customers are generally out of our control and impact our customers to varying degrees. As a result, we are indirectly impacted by all the risks facing airlines today. Our customers’ ability to compete effectively in the market place and manage these risks has a direct impact on us and our operating results.

     The following risk factor updates certain significant factors that may affect our business and operations described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008 and our Quarterly Report on Form 10-Q for the three months ended March 31, 2009 for recent developments:

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PART II. OTHER INFORMATION (CONTINUED)

•		Liquidity Risk
	As of the date of this report, we are unable to access the commercial paper and public debt markets and the maximum amount available under our senior revolving credit facilities is outstanding. We increased the total amount available under our 2004 ECA facility by $1.0 billion in May 2009 and at July 31, 2009, we had $682.3 million available under that facility to use for purchases of Airbus aircraft, provided we receive consent from the security trustee, as required due to our current long-term debt ratings. In March 2009, we borrowed $1.7 billion from AIG Funding Inc., an affiliate of AIG, to assist in funding our liquidity needs.

     We cannot determine when the commercial paper or public unsecured debt markets may be available to us again. We are therefore currently seeking other ways to fund our purchase commitments of aircraft and future maturing obligations, including through secured financings and additional support from AIG. We entered into separate secured financings with respect to two aircraft during the second quarter of 2009. Under our existing debt agreements, we and our subsidiaries are permitted to enter into secured financings totaling up to 12.5% of consolidated net tangible assets, as defined in the debt agreements, currently approximately $5.0 billion. Furthermore, it may be possible, subject to receipt of any required consents under the FRBNY facility and our bank facilities and term loans, for us to obtain secured financing without regard to the 12.5% consolidated tangible asset limit referred to above (but subject to certain other limitations) by doing so through subsidiaries that qualify as non-restricted subsidiaries under our public debt indentures. However, we and our subsidiaries are currently permitted to incur no more than $4.0 billion of new secured indebtedness pursuant to a consent letter agreement between AIG and FRBNY. AIG will need to obtain the FRBNY’s consent for us and our subsidiaries to incur new indebtedness in excess of $4.0 billion.

     Because of the poor condition of current credit markets and AIG’s announced plans to sell us, we may not be able to obtain secured financing from third parties on favorable terms, if at all. We may need to seek additional funding from AIG, which funding would be subject to the consent of the FRBNY. We cannot predict whether AIG can obtain the FRBNY’s consent to allow us to incur secured debt in excess of $4.0 billion or to allow AIG to provide additional support to us. If we are not able to obtain secured financing or additional support from AIG, we will have to pursue alternative strategies, such as selling aircraft. If we are unable to raise sufficient cash from these strategies, we may be unable to meet debt obligations as they become due. Further, we may not be able to meet our aircraft purchase commitments as they become due, which could expose us to breach of contract claims by our lessees and manufacturers.

     For a detailed discussion of risk factors affecting us, see “Part I — Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008 and “Part II – Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the three months ended March 31, 2009.

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PART II. OTHER INFORMATION (CONTINUED)

ITEM 5. OTHER INFORMATION

a) During the three months ended June 30, 2009, changes were made to our board of directors. As of the date of this quarterly report, our directors are as follows:

Name	Title
Steven F. Udvar-Hazy	Chairman of the Board and Chief Executive Officer
John L. Plueger	President, Chief Operating Officer and Director
Alan H. Lund	Vice Chairman, Chief Financial Officer and Director
Leslie L. Gonda	Chairman of the Executive Committee and Director
William N. Dooley	Director
Robert A. Gender	Director
Louis L. Gonda	Director
David L. Herzog	Director
Alain Karaoglan	Director
Alan M. Pryor	Director
Matthew E. Winter	Director

ITEM 6. EXHIBITS

a) Exhibits

3.1	Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
3.2	Amended and Restated By-laws of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
4.1	The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries.
10.1	Extension Letter, dated May 11, 2009, to Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as borrower, the Company, as guarantor, and the Bank of Scotland and other banks listed therein, as most recently amended on May 29, 2008 (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
10.2	$2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15, 2004, among the Company, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.
12.	Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
31.1	Certification of Chairman of the Board and Chief Executive Officer.
31.2	Certification of Vice Chairman and Chief Financial Officer.
32.1	Certification under 18 U.S.C., Section 1350.

-42-

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

INTERNATIONAL LEASE FINANCE CORPORATION

August 7, 2009	/S/ Steven F. Udvar-Hazy
	STEVEN F. UDVAR-HAZY
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)
August 7, 2009	/S/ Alan H. Lund
	ALAN H. LUND
	Vice Chairman and Chief Financial Officer (Principal Financial Officer)
August 7, 2009	/S/ Kurt H. Schwarz
	KURT H. SCHWARZ
	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)

-43-

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

INDEX TO EXHIBITS

Exhibit No.

3.1	Restated Articles of Incorporation of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
3.2	Amended and Restated By-laws of the Company (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).
4.1	The Company agrees to furnish to the Commission upon request a copy of each instrument with respect to issues of long-term debt of the Company and its subsidiaries, the authorized principal amount of which does not exceed 10% of the consolidated assets of the Company and its subsidiaries.
10.1	Extension Letter, dated May 11, 2009, to Aircraft Facility Agreement, dated as of May 18, 2004, among Whitney Leasing Limited, as borrower, the Company, as guarantor, and the Bank of Scotland and other banks listed therein, as most recently amended on May 29, 2008 (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
10.2	$2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15, 2004, among the Company, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein.
12.	Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends.
31.1	Certification of Chairman of the Board and Chief Executive Officer.
31.2	Certification of Vice Chairman and Chief Financial Officer.
32.1	Certification under 18 U.S.C., Section 1350.

-44-

EX-10.1

Exhibit 10.1

Extension Letter

To:  the Addressees listed in Schedule 2

11 May 2009

Dear Sirs

Facility Agreement dated 18 May 2004 relating to the financing of certain Airbus aircraft

1.	We refer to an aircraft facility agreement dated 18 May 2004 (as amended from time to time) between the banks and financial institutions named therein (as lenders), Bank of Scotland plc, London Branch (as lead manager, security trustee and agent), Bank of Scotland plc, Frankfurt Branch (as lead manager), Bank of Scotland plc, Paris Branch (as lead manager), Whitney Leasing Limited (as borrower), Aircraft SPC-12, Inc. (as borrower parent) and International Lease Finance Corporation (as guarantor and subordinated lender) (the “Facility Agreement”).
2.	Save as otherwise provided herein, words and expressions used in this extension letter shall have the same meaning ascribed to them in the Facility Agreement.
3.	The Borrower, the Borrower Parent and the Guarantor have requested that the Availability Period be extended and that certain further amendments (as more particularly described below) are made to the terms of the Facility Agreement. The Agent (for and on behalf of itself and the Lenders), the Security Trustee, the Lead Managers and the Original Lender will consent to this request upon and subject to the terms of this extension letter.
4.	Each of the parties hereto hereby agrees that with effect from the date hereof:

(a)	the Availability Period is extended to cover the period up to and including 30 June 2010; and
(b)	Clause 2.1 (as previously amended) shall be further amended by deleting the existing sub-paragraph (z) contained therein (which reads “(z) three billion six hundred and forty three million, six hundred and sixty thousand Dollars (US$3,643,660,000.00)”) and replacing the same with a new sub-paragraph (z) reading as follows:
	“..(z) four billion, six hundred and forty three million, six hundred and sixty thousand Dollars (US$4,643,660,000.00); and..”
(c)	the list of Eligible Aircraft set out in Schedule 5 Part A of the Facility Agreement shall be replaced by the list of aircraft set out in Schedule 1 hereto. All references to ‘Eligible Aircraft’ in the Facility Agreement shall henceforth be treated as a reference to Schedule 1 hereto and the Facility Agreement shall be read and construed accordingly;

5. Each of the Borrower, the Borrower Parent and the Guarantor hereby repeats the representations and warranties set out in Clause 6.1 and Clause 6.2 of the Facility Agreement, to the extent relevant to each party.

6.	Save as specified herein, the terms and conditions of the Facility Agreement shall continue in full force and effect.
7.	A person who is not a party to this extension letter shall have no rights under the Contracts (Rights of Third Parties) Act 1999.
8.	This extension letter shall be governed by and construed in accordance with English law.
9.	The provisions of Clause 23.2 to Clause 23.6 inclusive of the Facility Agreement are hereby incorporated into this extension letter mutatis mutandis, with all references therein to ‘this Agreement’ being treated as a reference to this extension letter.

Yours faithfully

/s/ Pamela S. Hendry  

WHITNEY LEASING LIMITED 

/s/ Pamela S. Hendry 

AIRCRAFT SPC-12, INC. 

/s/ Pamela S. Hendry 

INTERNATIONAL LEASE FINANCE CORPORATION 

-2-

We hereby agree, acknowledge and consent to the terms of this extension letter

The Agent

/s/ Mike Gear 

BANK OF SCOTLAND PLC 

The Security Trustee 

/s/ Mike Gear 

BANK OF SCOTLAND PLC 

The British Lead Manager 

/s/ Mike Gear 

BANK OF SCOTLAND PLC, LONDON BRANCH 

The French Lead Manager 

/s/ Mike Gear 

BANK OF SCOTLAND PLC, PARIS BRANCH 

The German Lead Manager 

/s/ Mike Gear 

BANK OF SCOTLAND PLC, FRANKFURT BRANCH 

The Original Lender

-3-

/s/ Mike Gear 

BANK OF SCOTLAND PLC 

-4-

SCHEDULE 1

Details of Proposed Aircraft and Proposed Aircraft Delivery Schedule

		DELIVERY	ENGINE
NO.	MODEL	DATE	MODEL	OPERATOR
1	A320-214	7-May-09	CFM56-5B4/3	*
2	A319-100	11-May-09	V2527M-A5	*
3	A320-214	14-May-09	CFM56-5B4/3	*
4	A320-200	19-May-09	CFM56-5B4/3	*
5	A319-132	20-May-09	V2524-A5	*
6	A330-243	26-May-09	TRENT 772B-60	*
7	A321-211	29-May-09	CFM56-5B3/3	*
8	A321-231	30-Jun-09	V2533-A5	*
9	A321-231	1-Jul-09	V2533-A5	*
10	A330-243	1-Jul-09	TRENT 772C-60	*
11	A320-200	1-Nov-09	CFM56-5B4/3	*
12	A321-231	1-Nov-09	V2533-A5	*
13.	A321-200	1-Dec-09	V2533-A5	*
14	A319-100	1-Apr-10	CFM56-5B6/3	*
15.	A320-200	1-May-10	CFM56-5B4/3	*
16.	A321-200	1-May-10	V2533-A5	*
17	A321-200	1-May-10	CFM56-5B4/3	*
18	A321-200	1-Jun-10	CFM56-5B4/3	*

* 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.

-5-

SCHEDULE 2

Addressees

1	Bank of Scotland plc (acting in its capacity as Agent for and on behalf of the Lenders (each as defined in the Facility Agreement),
2	Bank of Scotland plc (acting in its capacity as Security Trustee for and on behalf of itself, the Lead Managers and the Lenders (each as defined in the Facility Agreement),
3	Bank of Scotland plc, London Branch (acting in its capacity as British Lead Manager (as defined in the Facility Agreement),
4	Bank of Scotland plc, Paris Branch (acting in its capacity as French Lead Manager (as defined in the Facility Agreement),
5	Bank of Scotland plc, Frankfurt Branch (acting in its capacity as German Lead Manager (as defined in the Facility Agreement), and
6	Bank of Scotland plc (acting in its capacity as Original Lender (as defined in the Facility Agreement)

-6-

EX-10.2

                                                                    Exhibit 10.2

                                                                  Execution Copy

               $2,000,000,000 Five-Year Revolving Credit Agreement

                                   dated as of

                                October 15, 2004

                                      among

                    INTERNATIONAL LEASE FINANCE CORPORATION,

                          THE BANKS (as defined herein)

                                       and

                               CITICORP USA, INC.,
                             as Administrative Agent

                             BANK OF AMERICA, N.A.,
                           CREDIT SUISSE FIRST BOSTON,
                              JPMORGAN CHASE BANK,
                                       and
                THE GOVERNOR AND COMPANY OF THE BANK OF SCOTLAND,
                            as Co-Syndication Agents

                         CITIGROUP GLOBAL MARKETS INC.,
                     as Sole Lead Arranger and Book Manager



                                TABLE OF CONTENTS



                                                                                                            Page
                                                                                                            ----
                                                                                                         
SECTION 1.  CERTAIN DEFINITIONS........................................................................       1
         Section 1.1.  Terms Generally.................................................................       1
         Section 1.2.  Specific Terms..................................................................       1

SECTION 2.  BID LOANS AND BID NOTES....................................................................      11
         Section 2.1.  Making of Bid Loans.............................................................      11
         Section 2.2.  Procedure for Bid Loans.........................................................      12
         Section 2.3.  Funding of Bid Loans............................................................      14

SECTION 3.  COMMITTED LOANS AND NOTES..................................................................      14
         Section 3.1.  Agreement to Make Committed Loans...............................................      14
         Section 3.2.  Procedure for Committed Loans...................................................      14
         Section 3.3.  Maturity of Committed Loans.....................................................      15

SECTION 4.  INTEREST AND FEES..........................................................................      16
         Section 4.1.  Interest Rates..................................................................      16
         Section 4.2.  Interest Payment Dates..........................................................      16
         Section 4.3.  Setting and Notice of Committed Loan Rates......................................      16
         Section 4.4.  Facility Fee....................................................................      17
         Section 4.5.  Utilization Fee.................................................................      17
         Section 4.6.  Agent's Fees....................................................................      17
         Section 4.7.  Computation of Interest and Fees................................................      17

SECTION 5.  REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT; PREPAYMENTS........................      18
         Section 5.1.  Voluntary Termination or Reduction of the Commitments...........................      18
         Section 5.2.  Voluntary Prepayments...........................................................      18

SECTION 6.  MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES...........................................      18
         Section 6.1.  Making of Payments..............................................................      18
         Section 6.2.  Pro Rata Treatment; Sharing.....................................................      19
         Section 6.3.  Set-off.........................................................................      20
         Section 6.4.  Taxes, etc......................................................................      20

SECTION 7.  INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE LOANS AND LIBOR RATE LOANS........      23
         Section 7.1.  Increased Costs.................................................................      23
         Section 7.2.  Basis for Determining Interest Rate Inadequate or Unfair........................      24
         Section 7.3.  Changes in Law Rendering Certain Loans Unlawful.................................      25
         Section 7.4.  Funding Losses..................................................................      25
         Section 7.5.  Discretion of Banks as to Manner of Funding.....................................      25
         Section 7.6.  Conclusiveness of Statements; Survival of Provisions............................      26


                                       i




                                                                                                            Page
                                                                                                            ----
                                                                                                         
SECTION 8.  REPRESENTATIONS AND WARRANTIES.............................................................      26
         Section 8.1.  Organization, etc...............................................................      26
         Section 8.2.  Authorization; Consents; No Conflict............................................      26
         Section 8.3.  Validity and Binding Nature.....................................................      27
         Section 8.4.  Financial Statements............................................................      27
         Section 8.5.  Litigation and Contingent Liabilities...........................................      27
         Section 8.6.  Employee Benefit Plans..........................................................      27
         Section 8.7.  Investment Company Act..........................................................      27
         Section 8.8.  Public Utility Holding Company Act..............................................      28
         Section 8.9.  Regulation U....................................................................      28
         Section 8.10.  Information....................................................................      28
         Section 8.11.  Compliance with Applicable Laws, etc...........................................      28
         Section 8.12.  Insurance......................................................................      28
         Section 8.13.  Taxes..........................................................................      28
         Section 8.14.  Use of Proceeds................................................................      29
         Section 8.15.  Pari Passu.....................................................................      29

SECTION 9.  COVENANTS..................................................................................      29
         Section 9.1.  Reports, Certificates and Other Information.....................................      29
         Section 9.2.  Existence.......................................................................      30
         Section 9.3.  Nature of Business..............................................................      31
         Section 9.4.  Books, Records and Access.......................................................      31
         Section 9.5.  Insurance.......................................................................      31
         Section 9.6.  Repair..........................................................................      31
         Section 9.7.  Taxes...........................................................................      31
         Section 9.8.  Compliance......................................................................      31
         Section 9.9.  Sale of Assets..................................................................      32
         Section 9.10.  Consolidated Indebtedness to Consolidated
                           Tangible Net Worth Ratio....................................................      32
         Section 9.11.  Fixed Charge Coverage Ratio....................................................      32
         Section 9.12.  Consolidated Tangible Net Worth................................................      32
         Section 9.13.  Restricted Payments............................................................      32
         Section 9.14.  Liens..........................................................................      32
         Section 9.15.  Use of Proceeds................................................................      34

SECTION 10.  CONDITIONS TO LENDING.....................................................................      34
         Section 10.1.  Conditions Precedent to All Loans..............................................      34
         Section 10.2.  Conditions to the Availability of the Commitments..............................      35

SECTION 11.  EVENTS OF DEFAULT AND THEIR EFFECT........................................................      36
         Section 11.1.  Events of Default..............................................................      36
         Section 11.2.  Effect of Event of Default.....................................................      38

SECTION 12.  THE AGENT.................................................................................      38
         Section 12.1.  Authorization..................................................................      38
         Section 12.2.  Indemnification................................................................      39
         Section 12.3.  Action on Instructions of the Required Banks...................................      39


                                       ii




                                                                                                            Page
                                                                                                            ----
                                                                                                         
         Section 12.4.  Payments.......................................................................      39
         Section 12.5.  Exculpation....................................................................      40
         Section 12.6.  Credit Investigation...........................................................      41
         Section 12.7.  CUSA and Affiliates............................................................      41
         Section 12.8.  Resignation....................................................................      41
         Section 12.9.  The Register; the Notes........................................................      42

SECTION 13.  GENERAL...................................................................................      42
         Section 13.1.  Waiver; Amendments.............................................................      42
         Section 13.2.  Notices........................................................................      43
         Section 13.3.  Computations...................................................................      45
         Section 13.4.  Assignments; Participations....................................................      45
         Section 13.5.  Costs, Expenses and Taxes......................................................      48
         Section 13.6.  Indemnification................................................................      49
         Section 13.7.  Regulation U...................................................................      49
         Section 13.8.  Extension of Termination Dates; Removal of Banks;
                           Substitution of Banks.......................................................      49
         Section 13.9.  Captions.......................................................................      51
         Section 13.10.  Governing Law; Severability...................................................      52
         Section 13.11.  Counterparts; Effectiveness...................................................      52
         Section 13.12.  Further Assurances............................................................      52
         Section 13.13.  Successors and Assigns........................................................      52
         Section 13.14.  Waiver of Jury Trial..........................................................      52
         Section 13.15.  No Fiduciary Relationship.....................................................      52
         Section 13.16.  USA PATRIOT Act...............................................................      53


                                      iii


                             SCHEDULES AND EXHIBITS

               
Schedule I        Schedule of Banks (Sections 1.2, 3.1 and 13.8)
Schedule II       Fees and Margins (Sections 1.2, 4.4, 4.5 and 4.6)
Schedule III      Address for Notices (Section 13.2)
Exhibit A         Form of Notice of Competitive Bid Borrowing (Sections 1.2 and 2.2)
Exhibit B         Form of Bid (Sections 1.2 and 2.2)
Exhibit C         Form of Committed Loan Request (Sections 1.2 and 3.2)
Exhibit D         Form of Bid Note (Sections 1.2 and 2.4)
Exhibit E         Form of Committed Note (Sections 1.2 and 3.4)
Exhibit F         Fixed Charge Coverage Ratio 12/31/03 (Sections 1.2 and 9.11)
Exhibit G         Form of Opinion of Counsel for the Company (Section 10.2.5)
Exhibit H         Form of Opinion of the General Counsel of the Company (Section 10.2.5)
Exhibit I         Form of Assignment and Assumption Agreement (Section 13.4.1)
Exhibit J         Form of Request for Extension of Termination Date (Section 13.8



                                       iv



                      FIVE-YEAR REVOLVING CREDIT AGREEMENT

            FIVE-YEAR REVOLVING CREDIT AGREEMENT (this "Agreement"), dated as of
October 15, 2004, among INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (herein called the "Company"), the financial institutions listed on
the signature pages hereof (herein, together with their respective successors
and assigns, collectively called the "Banks" and individually each called a
"Bank") and CITICORP USA, INC. (herein, in its individual corporate capacity,
together with its successors and assigns, called "CUSA"), as administrative
agent for the Banks (herein, in such capacity, together with its successors and
assigns in such capacity, called the "Agent").

                              W I T N E S S E T H:

            WHEREAS, the Company has requested the Banks to lend up to
$2,000,000,000 to the Company on a five year revolving basis for general
corporate purposes;

            NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the parties hereto agree as follows:

            SECTION 1. CERTAIN DEFINITIONS.

            Section 1.1. Terms Generally. The definitions ascribed to terms in
            this Section 1 and elsewhere in this Agreement shall apply equally
            to both the singular and plural forms of the terms defined. Whenever
            the context may require, any pronoun shall include the corresponding
            masculine, feminine and neuter forms. The words "include",
            "includes" and "including" shall be deemed to be followed by the
            phrase "without limitation". The words "hereby", "herein", "hereof",
            "hereunder" and words of similar import refer to this Agreement as a
            whole (including any exhibits and schedules hereto) and not merely
            to the specific section, paragraph or clause in which such word
            appears. All references herein to Sections, Exhibits and Schedules
            shall be deemed references to Sections of and Exhibits and Schedules
            to this Agreement unless the context shall otherwise require.

            Section 1.2. Specific Terms. When used herein, the following terms
            shall have the following meanings:

            "Absolute Rate" means a rate of interest per annum, expressed as a
percentage to four decimal places and set forth in a Bid for a particular Bid
Loan amount and a particular Loan Period.

            "Absolute Rate Loan" means any Loan which bears interest at an
Absolute Rate.

            "Affiliate" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with such Person. A Person shall be deemed to control another
Person if such first Person possesses, directly or indirectly, the power to
direct or cause the direction of the management and policies of such other
Person, whether through ownership of stock, by contract or otherwise.


                                      -2-

            "Agent" - see Preamble.

            "Aggregate Commitment" means $2,000,000,000, as reduced by any
reduction in the Commitments made from time to time pursuant to Section 5.1 or
Section 13.8.

            "Agreement" - see Preamble.

            "AIG" means American International Group, Inc., a Delaware
corporation.

            "Assignee" - see Section 13.4.1.

            "Authorized Officer" of the Company means any of the Chairman of the
Board, the President, the Vice Chair and Chief Financial Officer, the Treasurer,
the Controller and the Assistant Controller of the Company.

            "Available Commitment" - see Section 2.2(a).

            "Bank" - see Preamble.

            "Bank Parties" - see Section 13.6.

            "Base LIBOR" means, with respect to any Loan Period for a LIBOR Rate
Loan, (a) the rate per annum for Dollar deposits approximately equal to the
principal amount of the LIBOR Rate Loans for which LIBOR is being determined and
with maturities comparable to the Loan Period for which such rate would apply,
which appears on the Telerate Page 3750 (the "Telerate Page") at approximately
11:00 A.M., London time, on the day that is two Business Days prior to the first
day of such Loan Period and (b) if no such rate so appears on the Telerate Page
3750, the rate per annum determined by the Agent to be the arithmetic mean
(rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to
the next higher 1/100 of 1%) of the respective rates of interest communicated by
the Reference Banks to the Agent as the rate at which Dollar deposits are
offered to the Reference Banks by leading banks in the London interbank deposit
market at approximately 11:00 a.m., London time, on the second full Business Day
preceding the first day of such Loan Period in an amount substantially equal to
the amount of such LIBOR Rate Loan for such Reference Banks and for a period
equal to such Loan Period.

            "Base Rate" means a fluctuating interest rate per annum, as shall be
in effect from time to time, which rate per annum shall on any day be equal to
the higher of, (a) the rate of interest announced publicly by Citibank, N.A. in
New York, New York, from time to time, as Citibank, N.A.'s base rate; and (b)
the Federal Funds Rate for such day plus 1/2 of 1% per annum.

            "Base Rate Loan" means any Loan which bears interest at the Base
Rate.

            "Bid" means one or more offers by a Bank to make one or more Bid
Loans, submitted to the Agent by telephone no later than the Submission Deadline
and promptly

                                Credit Agreement


                                      -3-

confirmed in writing on the same day on a duly completed and executed form
substantially similar to Exhibit B, personally delivered or transmitted by
facsimile to the Agent.

            "Bid Borrowing" - see Section 2.2(a).

            "Bid Loan" means a Loan in Dollars that is an Absolute Rate Loan or
a LIBOR Rate Loan made pursuant to Section 2.

            "Bid Note" means a promissory note of the Company, substantially in
the form of Exhibit D, duly completed, evidencing Bid Loans made to the Company,
as such note may be amended, modified or supplemented or supplanted pursuant to
Section 13.4.1 from time to time.

            "Business Day" means any day of the year on which banks are open for
commercial banking business in the City of New York and Los Angeles and, if the
applicable Business Day relates to the determination of LIBOR for any LIBOR Rate
Loan, any such Business Day on which dealings in deposits in Dollars are
transacted in the London interbank market.

            "Capitalized Lease" means any lease under which any obligations of
the lessee are, or are required to be, capitalized on a balance sheet of the
lessee in accordance with generally accepted accounting principles in the United
States of America.

            "Capitalized Rentals" means, as of the date of any determination,
the amount at which the obligations of the lessee, due and to become due under
all Capitalized Leases under which the Company or any Subsidiary is a lessee,
are reflected as a liability on a consolidated balance sheet of the Company and
its Subsidiaries.

            "Closing Date" - see Section 10.2.

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Commitments" means the Banks' commitments to make Committed Loans
hereunder; and "Commitment" as to any Bank means the amount set forth opposite
such Bank's name on Schedule I (as reduced in accordance with Section 5.1, or as
periodically revised in accordance with Section 13.4 or Section 13.8).

            "Committed Loan" means a Loan in Dollars that is a Base Rate Loan or
LIBOR Rate Loan made pursuant to Section 3.

            "Committed Loan Request" - see Section 3.2(a).

            "Committed Note" means a promissory note of the Company,
substantially in the form of Exhibit E, duly completed, evidencing Committed
Loans to the Company, as such note may be amended, modified or supplemented or
supplanted pursuant to Section 13.4.1 from time to time.

                                Credit Agreement


                                      -4-

            "Company" - see Preamble.

            "Consolidated Indebtedness" means, as of the date of any
determination, the total amount of Indebtedness less the amount of current and
deferred income taxes and rentals received in advance of the Company and its
Subsidiaries determined on a consolidated basis in accordance with generally
accepted accounting principles in the United States of America, and excluding
adjustments in relation to Indebtedness denominated in any currency other than
Dollars and any related derivative liability, in each case to the extent arising
from currency fluctuations (such exclusions to apply only to the extent the
resulting liability is hedged by the Company or such Subsidiary).

            "Consolidated Tangible Net Assets" means, as of the date of any
determination, the total amount of assets (less depreciation and valuation
reserves and other reserves and items deductible from the gross book value of
specific asset amounts under generally accepted accounting principles) which
under generally accepted accounting principles would be included on a balance
sheet of the Company and its Subsidiaries, after deducting therefrom (i) all
liability items except Indebtedness (whether incurred, assumed or guaranteed)
for borrowed money maturing by its terms more than one year from the date of
creation thereof or which is extendible or renewable at the sole option of the
obligor in such manner that it may become payable more than one year from the
date of creation thereof, shareholder's equity and reserves for deferred income
taxes and (ii) all good will, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, which in each case would be so
included on such balance sheet.

            "Consolidated Tangible Net Worth" means, as of the date of any
determination, the total of shareholders' equity (including capital stock,
additional paid-in capital and retained earnings after deducting treasury
stock), less the sum of the total amount of goodwill, organization expenses,
unamortized debt issue costs (determined on an after-tax basis), deferred assets
other than prepaid insurance and prepaid taxes, the excess of cost of shares
acquired over book value of related assets, surplus resulting from any
revaluation write-up of assets subsequent to December 31, 2002 and such other
assets as are properly classified as intangible assets, all determined in
accordance with generally accepted accounting principles in the United States of
America consolidating the Company and its Subsidiaries.

            "Covered Taxes" means all Taxes, including all liabilities
(including, without limitation, any penalties, interest and other additions to
tax) with respect thereto, other than the following Taxes, including all
liabilities (including, without limitation, any penalties, interest and other
additions to tax) with respect thereto: (i) Taxes imposed on the net income or
capital of the Agent, a Bank, Assignee or Participant under this Agreement and
franchise taxes imposed in lieu thereof (including without limitation branch
profits taxes, minimum taxes and taxes computed under alternative methods, at
least one of which is based on net income (collectively referred to as "net
income taxes")) by (A) the jurisdiction under the laws of which such Agent,
Bank, Assignee or Participant under this Agreement is organized or resident for
tax purposes or any political subdivision thereof or (B) the jurisdiction of
such Agent, Bank, Assignee or Participant's applicable lending office or any
political subdivision thereof or (C) any jurisdiction with which such Agent,
Bank, Assignee or Participant has any present or former connection

                                Credit Agreement


                                      -5-

(other than solely by virtue of being a Bank under this Agreement), (ii) any
Taxes to the extent that they are in effect and would apply to a payment to such
Agent, Bank, Assignee or Participant as of the date of a change in the
jurisdiction of such Agent, Bank, Assignee or Participant's applicable lending
office or (iii) any Taxes that would not have been imposed but for (A) the
failure or unreasonable delay by such Agent, Bank, Assignee or Participant, as
applicable, to complete, provide, or file and update or renew, any application
forms, certificates, documents or other evidence required from time to time,
properly completed and duly executed, to qualify for any applicable exemption
from or reduction of Taxes, including, without limitation, the certificates,
documents or other evidence required under Sections 6.4(b), 6.4(c) and 6.4(e)
(unless such failure or delay results from a change in applicable law after the
Closing Date or the date of the applicable agreement pursuant to which such
Assignee or Participant, as the case may be, acquires an interest under this
Agreement, which precludes such Agent, Bank, Assignee or Participant, as
applicable, from qualifying for such exemption or reduction) or (B) the gross
negligence or willful misconduct of such Agent, Bank, Assignee or Participant.

            "CUSA" - see Preamble.

            "Dollar", and $, refer to the lawful money of the United States of
America.

            "ECA Financing" means any subsidized financing of the acquisition of
Airbus Industrie aircraft, the repayment obligations of which will be supported
by guaranties issued by certain European government export credit agencies (the
European Credit Agency Export Finance Program) and a Company Guaranty and a
pledge of the assets of (including any rights to or interests in any reserve or
security deposit held by) each such Wholly-owned Subsidiary.

            "Eligible Assignee" means (i) any Bank, and any Affiliate of any
Bank and (ii)(a) a commercial bank organized under the laws of the United States
or any state thereof, (b) a savings and loan association or savings bank
organized under the laws of the United States or any state thereof, (c) a
commercial bank organized under the laws of any other country or a political
subdivision thereof; provided that (1) such bank is acting through a branch or
agency located in the United States or (2) such bank organized under the laws of
a country that is a member of the Organization for Economic Cooperation and
Development or a political subdivision of such country and (d) a finance
company, insurance company, mutual fund, leasing company or other financial
institution or fund (whether a corporation, partnership or other entity) which
is engaged in making, purchasing or otherwise investing in commercial loans in
the ordinary course of its business, and having total assets in excess of
$150,000,000.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

            "ERISA Affiliate" means any corporation, trade or business that is,
along with the Company or any Subsidiary, a member of a controlled group of
corporations or a controlled group of trades or businesses, as described in
sections 414(b) and 414(c), respectively, of the Code or Section 4001 of ERISA.

                                Credit Agreement


                                      -6-

            "Eurodollar Reserve Percentage" means for any day in any Loan Period
for any LIBOR Rate Loan that percentage in effect on such day as prescribed by
the Board of Governors of the Federal Reserve System (or any successor thereto)
or other U.S. government agency for determining the reserve requirement
(including, without limitation, any marginal, basic, supplemental or emergency
reserves) for a member bank of the Federal Reserve System in New York City with
deposits exceeding one billion dollars in respect of eurocurrency funding
liabilities. LIBOR shall be adjusted automatically on and as of the effective
date of any change in the Eurodollar Reserve Percentage.

            "Event of Default" means any of the events described in Section
11.1.

            "Eximbank" means the Export-Import Bank of the United States.

            "Existing Litigation" - see Section 10.1.3.

            "FASB 13" means the Statement of Financial Accounting Standards No.
13 (Accounting for Leases) as in effect on the date hereof.

            "Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by it.

            "Fixed Charge Coverage Ratio" on the last day of any quarter of any
fiscal year of the Company means the ratio for the period of four fiscal
quarters ending on such day of earnings to combined fixed charges and preferred
stock dividends referred to in Paragraph (d)(1) of Item 503 of Regulation S-K of
the Securities and Exchange Commission, as amended from time to time, and
determined pursuant to Instructions to paragraph 503(d) of such Item 503 with
the Company as "registrant" (such ratio for the four fiscal quarters ended
December 31, 2003 is attached hereto as Exhibit F); provided, however, that if
the Required Banks in their reasonable discretion determine that amendments to
Regulation S-K subsequent to the date hereof substantially modify the provisions
of such Item 503, "Fixed Charge Coverage Ratio" shall have the meaning
determined by this definition without regard to any such amendments.

            "Funding Date" means the date on which any Loan is scheduled to be
disbursed.

            "Funding Office" means, with respect to any Bank, any office or
offices of such Bank or Affiliate or Affiliates of such Bank through which such
Bank shall fund or shall have funded any Loan. A Funding Office may be, at such
Bank's option, either a domestic or foreign office of such Bank or a domestic or
foreign office of an Affiliate of such Bank.

                                Credit Agreement


                                      -7-


            "Governmental Authority" means any nation or government, any state
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

            "Guaranties" by any Person means, without duplication, all
obligations (other than endorsements in the ordinary course of business of
negotiable instruments for deposit or collection) of such Person guaranteeing or
in effect guaranteeing any Indebtedness, dividend or other obligation of any
other Person (the "Primary Obligor") in any manner, whether directly or
indirectly, including, without limitation, all obligations incurred through an
agreement, contingent or otherwise, by such Person: (a) to purchase such
Indebtedness or obligation or any property or assets constituting security
therefor, (b) to advance or supply funds (i) for the purchase or payment of such
Indebtedness or obligation or (ii) to maintain working capital or other balance
sheet condition or otherwise to advance or make available funds for the purchase
or payment of such Indebtedness or obligation, (c) to lease property or to
purchase securities or other property or services primarily for the purpose of
assuring the owner of such Indebtedness or obligation of the ability of the
Primary Obligor to make payment of the Indebtedness or obligation or (d)
otherwise to assure the owner of the Indebtedness or obligation of the Primary
Obligor against loss in respect thereof; provided, however, that the obligation
described in clause (c) shall not include (i) obligations of a buyer under an
agreement with a seller to purchase goods or services entered into in the
ordinary course of such buyer's and seller's businesses unless such agreement
requires that such buyer make payment whether or not delivery is ever made of
such goods or services and (ii) remarketing agreements where the remaining debt
on an aircraft does not exceed the aircraft's net book value, determined in
accordance with industry standards, except that clause (c) shall apply to the
amount of remaining debt under a remarketing agreement that exceeds the net book
value of the aircraft. For the purposes of all computations made under this
Agreement, a Guaranty in respect of any Indebtedness for borrowed money shall be
deemed to be Indebtedness equal to the principal amount of such Indebtedness for
borrowed money which has been guaranteed, and a Guaranty in respect of any other
obligation or liability or any dividend shall be deemed to be Indebtedness equal
to the maximum aggregate amount of such obligation, liability or dividend.

            "Indebtedness" of any Person means and includes, without
duplication, all obligations of such Person which in accordance with generally
accepted accounting principles in the United States of America shall be
classified upon a balance sheet of such Person as liabilities of such Person,
and in any event shall include all:

            (a) obligations of such Person for borrowed money or which have been
      incurred in connection with the acquisition of property or assets (other
      than security and other deposits on flight equipment),

            (b) obligations secured by any Lien or other charge upon property or
      assets owned by such Person, even though such Person has not assumed or
      become liable for the payment of such obligations,

            (c) obligations created or arising under any conditional sale, or
      other title retention agreement with respect to property acquired by such
      Person, notwithstanding

                                Credit Agreement


                                      -8-

      the fact that the rights and remedies of the seller, lender or lessor
      under such agreement in the event of default are limited to repossession
      or sale of property,

            (d) Capitalized Rentals of such Person under any Capitalized Lease,

            (e) obligations evidenced by bonds, debentures, notes or other
      similar instruments, and

            (f) Guaranties by such Person, to the extent required pursuant to
      the definition thereof.

            "Indemnified Liabilities" - see Section 13.6.

            "LIBOR" means, with respect to any Loan Period the rate per annum
(rounded to the nearest 1/100 of 1% or, if there is no nearest 1/100 of 1%, to
the next higher 1/100 of 1%), determined pursuant to the following formula:

            LIBOR=                  Base LIBOR
                        -----------------------------------
                        (1 - Eurodollar Reserve Percentage)

            "LIBOR Rate" means (i) with respect to Committed Loans that are
LIBOR Rate Loans, LIBOR plus the applicable rate margin set forth for LIBOR Rate
Loans in the row entitled "Margins" on Schedule II and (ii) with respect to Bid
Loans that are LIBOR Rate Loans, LIBOR plus or minus the rate margin set forth
in a Bid for a particular Bid Loan amount and a particular Loan Period.

            "LIBOR Rate Loan" means any Loan which bears interest at a LIBOR
Rate.

            "Lien" means any mortgage, pledge, lien, security interest or other
charge, encumbrance or preferential arrangement, including the retained security
title of a conditional vendor or lessor. For avoidance of doubt, the parties
hereto acknowledge that the filing of a financing statement under the Uniform
Commercial Code does not, in and of itself, give rise to a Lien.

            "Litigation Actions" means all litigation, claims and arbitration
proceedings, proceedings before any Governmental Authority or investigations
which are pending or, to the knowledge of the Company, threatened against, or
affecting, the Company or any Subsidiary.

            "Loan Period" means (i) with respect to any Absolute Rate Loan, the
period commencing on such Loan's Funding Date and ending not less than 14 days
thereafter nor more than 6 months thereafter as specified in the Bid Loan
Request related to such Bid Loan and (ii) with respect to any LIBOR Rate Loan,
the period commencing on such Loan's Funding Date and ending 1, 2, 3 or 6 months
thereafter as selected by the Company pursuant to Section 3.2(a) or specified in
the Notice of Competitive Bid Borrowing, as the case may be; provided, however,
that:

                                Credit Agreement


                                      -9-

            (a) if a Loan Period would otherwise end on a day which is not a
      Business Day, such Loan Period shall end on the next succeeding Business
      Day (unless, in the case of a LIBOR Rate Loan, such next succeeding
      Business Day would fall in the next succeeding calendar month, in which
      case such Loan Period shall end on the next preceding Business Day),

            (b) in the case of a Loan Period for any LIBOR Rate Loan, if there
      exists no day numerically corresponding to the day such Loan was made in
      the month in which the last day of such Loan Period would otherwise fall,
      such Loan Period shall end on the last Business Day of such month, and

            (c) on the date of the making of any Loan by a Bank, the Loan Period
      for such Loan shall not extend beyond the then-scheduled Termination Date
      for such Bank.

            "Loans" means, collectively, the Bid Loans and the Committed Loans
and, individually, any Bid Loan or Committed Loan.

            "Material Adverse Effect" means (i) any material adverse effect on
the business, properties, condition (financial or otherwise) or operations of
the Company and its Subsidiaries, taken as a whole since any stated reference
date or from and after the date of determination, as the case may be, (ii) any
material adverse effect on the ability of the Company to perform its material
obligations hereunder and under the Notes or (iii) any material adverse effect
on the legality, validity, binding effect or enforceability of any material
provision of this Agreement or any Note.

            "Multiemployer Plan" has the meaning assigned to such term in
Section 3(37) of ERISA.

            "New Litigation" - see Section 10.1.3.

            "Notes" means, collectively, the Bid Notes and the Committed Notes;
and "Note" means any individual Bid Note or Committed Note.

            "Notice of Competitive Bid Borrowing" - see Section 2.2(a).

            "Notice Office" means the office of CUSA which, as of the date
hereof, is located at 2 Penns Way, Suite 200, New Castle, DE 19720, Telecopy
Number 302-894-6005; Telephone 302-894-6120.

            "Participant" - see Section 13.4.2.

            "Payment Office" means the office of the Agent which, as of the date
hereof, is at 2 Penns Way, Suite 200, New Castle, DE 19720, Account Number:
36852248.

                                Credit Agreement


                                      -10-

            "PBGC" means the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

            "Percentage" means as to any Bank the ratio, expressed as a
percentage, that such Bank's Commitment as set forth opposite such Bank's name
on Schedule I, as periodically revised in accordance with Section 13.4 or 13.8,
bears to the Aggregate Commitment or, if the Commitments have been terminated,
the ratio, expressed as a percentage, that the aggregate principal amount of
such Bank's outstanding Loans bears to the aggregate principal amount of all
outstanding Loans.

            "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.

            "Plan" means, at any date, any employee pension benefit plan (as
defined in section 3(2) of ERISA) which is subject to Title IV of ERISA (other
than a Multiemployer Plan) and to which the Company or any ERISA Affiliate may
have any liability, including any liability by reason of having been a
substantial employer within the meaning of section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a
contributing sponsor under section 4069 of ERISA.

            "Reference Banks" means Citibank, N.A., Bank of America, N.A. and
The Governor and Company of the Bank of Scotland.

            "Reportable Event" means an event described in Section 4043(c) of
ERISA with respect to a Plan other than those events as to which the 30-day
notice period is waived under subsection .22, .23, .25, .27 or .28 of PBGC
Regulation Section 4043.

            "Required Banks" means Banks having an aggregate Percentage of 51%
or more.

            "Significant Subsidiary" means any Subsidiary which is so defined
pursuant to Rule 1-02 of Regulation S-X promulgated by the Securities and
Exchange Commission.

            "Submission Deadline" - see Section 2.2(b).

            "Subsidiary" means any Person of which or in which the Company and
its other Subsidiaries own directly or indirectly 50% or more of:

            (a) the combined voting power of all classes of stock having general
      voting power under ordinary circumstances to elect a majority of the board
      of directors of such Person, if it is a corporation,

            (b) the capital interest or profits interest of such Person, if it
      is a partnership, joint venture or similar entity, or

                                Credit Agreement


                                      -11-

            (c) the beneficial interest of such Person, if it is a trust,
      association or other unincorporated organization.

            "Successor Bank" - see Section 13.8(c).

            "Taxes" with respect to any Person means income, excise and other
taxes, and all assessments, imposts, duties and other governmental charges or
levies, imposed upon such Person, its income or any of its properties,
franchises or assets by any Governmental Authority.

            "Telerate Page" -

            see "Base LIBOR".

            "Terminating Bank" - see Section 13.8(c).

            "Termination Date" means, with respect to any Bank, the earliest to
occur of (i) October 15, 2009 or such later date as may be agreed to by such
Bank pursuant to Section 13.8(a), or if such day is not a Business Day, the next
preceding Business Day, (ii) the date on which the Commitments shall terminate
pursuant to Section 11.2 or the Commitments shall be reduced to zero pursuant to
Section 5.1 and (iii) the date specified as such Bank's Termination Date
pursuant to Section 13.8(b), or, if such day is not a Business Day, the next
preceding Business Day; in all cases, subject to the provisions of Section
13.8(d).

            "Unmatured Event of Default" means any event which if it continues
uncured will, with lapse of time or notice or lapse of time and notice,
constitute an Event of Default.

            "Wholly-owned Subsidiary" means any Person of which or in which the
Company and its other Wholly-owned Subsidiaries own directly or indirectly 100%
of:

            (a) the issued and outstanding shares of stock (except shares
      required as directors, qualifying shares),

            (b) the capital interest or profits interest of such Person, if it
      is a partnership, joint venture or similar entity, or

            (c) the beneficial interest of such Person, if it is a trust,
      association or other unincorporated organization.

            SECTION 2. BID LOANS AND BID NOTES.

            Section 2.1. Making of Bid Loans. On the terms and subject to the
            conditions of this Agreement, each Bank, severally and for itself
            alone, may (but is not obligated to) make Bid Loans to the Company
            from time to time on or after the date hereof and prior to the date
            which is the fourteenth day preceding such Bank's Termination Date
            in amounts equal to such Bank's Bids that have been accepted as
            provided in Section 2.2(c); provided, that the aggregate principal
            amount of all outstanding Loans shall not at any time exceed the
            then Aggregate Commitment.

                                Credit Agreement


                                      -12-

            Section 2.2. Procedure for Bid Loans.

            (a) Bid Loan Request. Whenever the Company desires to incur a
competitive bid borrowing (a "Bid Borrowing"), it shall give the Agent written
notice (or telephonic notice promptly confirmed in writing), such notice to be
delivered to the Agent at its Notice Office no later than 12:00 Noon, New York
City time, at least three Business Days prior to any proposed LIBOR Rate Loan
and at least one Business Day prior to any proposed Absolute Rate Loan. Each
such notice shall be substantially in the form of Exhibit A hereto (each a
"Notice of Competitive Bid Borrowing"), and shall specify in each case (i) the
date of such proposed Bid Borrowing (which shall be a Business Day), (ii) the
aggregate amount of the proposed Bid Borrowing, (iii) whether the proposed Bid
Borrowing is to be an Absolute Rate Loan or a LIBOR Rate Loan and the Loan
Period, (iv) the maturity date for repayment of each Bid Loan to be made as part
of such borrowing (which maturity date shall not be earlier than one month after
the date of any proposed LIBOR Rate Loan or 14 days after the date of any
proposed Absolute Rate Loan nor later than the earliest to occur of (x) six
months after the date of such proposed Bid Loan, (y) the Termination Date and
(z) if the proposed Bid Loan has an interest rate that is the LIBOR Rate, the
last day of the proposed Loan Period), (v) the interest payment date or dates
relating thereto, (vi) the account to which the proceeds of such Bid Borrowing
are to be credited and (vii) any other terms to be applicable to such Bid
Borrowing. The Agent shall promptly give each Bank written notice (or telephonic
notice promptly confirmed in writing) of each such request for a Bid Borrowing
received by it from the Company. Each Notice of Competitive Bid Borrowing shall
contemplate Bid Loans in a minimum aggregate principal amount of $10,000,000 or
a higher integral multiple of $1,000,000, not to exceed, however, the excess of
the then Aggregate Commitment over the aggregate principal amount of all
outstanding Loans, calculated as of the relevant Funding Date, assuming that the
Company will pay, when due, all Loans maturing on or prior to such Funding Date
(the "Available Commitment").

            (b) Bidding Procedure. Each Bank shall, if in its sole discretion it
elects to do so, irrevocably offer to make one or more Bid Loans to the Company
as part of such proposed Bid Borrowing at a rate or rates of interest specified
by such Bank in its sole discretion and determined by such Bank independently of
each other Bank, by notifying by telephone confirmed in writing to the Agent at
its Notice Office (which shall give prompt notice thereof to the Company),
before 10:00 a.m., New York City time, on the date (the "Submission Deadline")
that is (x) in the case of a proposed Absolute Rate Loan, the same day as the
date of such proposed Bid Loan and (y) in the case of a proposed LIBOR Rate
Loan, two Business Days before the date of such proposed Bid Loan. Each Bid
shall be substantially in the form of Exhibit B (each a "Bid"), and shall
specify in each case (i) the Loan Period, (ii) the minimum amount and maximum
amount of each Bid Loan that such Bank would be willing to make as part of such
proposed Bid Borrowing (which amounts may, subject to the proviso in Section
2.1, exceed such Bank's Commitment), (iii) the rate or rates of interest
therefor and (iv) such Bank's lending office with respect to such Bid Loan;
provided, that if the Agent in its capacity as a Bank shall, in its sole
discretion, elect to make any such offer, it shall notify the Company of such
offer before 8:30 a.m., New York City time, on the Submission Deadline.

            (c) Acceptance of Bids. The Company shall, in turn, before 10:30
a.m., New York City time, on the Submission Deadline, either:

                                Credit Agreement


                                      -13-

            (i) cancel such proposed Bid Borrowing by giving the Agent notice to
      that effect, or

            (ii) accept (such acceptance to be irrevocable) one or more of the
      offers made by any Bank or Banks pursuant to clause (b) above by giving
      notice (in writing or by telephone confirmed in writing) to the Agent of
      the amount of each Bid Loan (which amount shall be equal to or greater
      than the minimum amount, and equal to or less than the maximum amount,
      notified to the Company by the Agent on behalf of such Bank for such Bid
      Borrowing pursuant to clause (b) above) to be made by such Bank as part of
      such Bid Borrowing, and reject any remaining offers made by any Bank
      pursuant to clause (b) above by giving the Agent notice to that effect;
      provided, that for any maturity date acceptance of offers may only be made
      on the basis of ascending Absolute Rates (in the case of an Absolute Rate
      Loan) or floating rates (in the case of a LIBOR Rate Loan), in each case
      commencing with the lowest rate so offered and only as to offers made in
      conformity with the terms hereof; provided, further, however, if offers
      are made by two or more Banks at the same rate or rates and acceptance of
      all such equal offers would result in a greater principal amount of Bid
      Loans being accepted than the aggregate principal amount requested by the
      Company, the Company shall have the right to accept one or more of such
      equal offers in their entirety and reject the other equal offer or offers
      or to allocate acceptance among all such equal offers (but giving effect
      to the minimum and maximum amounts specified for each such offer pursuant
      to clause (b) above), as the Company may elect in its sole discretion. The
      Company may not accept offers whose aggregate principal amount is greater
      than the requested aggregate amount as specified in the related Notice of
      Competitive Bid Borrowing subject to the proviso in Section 2.1.

            (d) Cancellation of Bid Borrowing. If the Company notifies the Agent
that such proposed Bid Borrowing is cancelled pursuant to clause (c)(i) above,
the Agent shall give prompt notice thereof to the Banks and such Bid Borrowing
shall not be made.

            (e) Notification of Acceptance and Repayment. If the Company accepts
one or more of the offers made by any Bank or Banks pursuant to clause (c)(ii)
above, the Agent shall in turn promptly notify (x) each Bank that has made an
offer as described in clause (b) above, of the date and aggregate amount of such
Bid Borrowing and whether or not any offer or offers made by such Bank pursuant
to clause (b) above have been accepted by the Company and (y) each Bank that is
to make a Bid Loan as part of such Bid Borrowing, of the amount of each Bid Loan
to be made by such Bank as part of such Bid Borrowing. The Company agrees to
repay the principal amount of each Bid Loan, and pay the interest accrued
thereon, in each case in accordance with the terms bid and accepted as provided
herein and, additionally in the case of the payment of interest, in accordance
with Sections 4.1 and 4.2 hereof.

            (f) Reliance. The Agent may rely and act upon notice given by
telephone by individuals reasonably believed by the Agent to be those designated
to the Agent by the Company or by any Bank in writing from time to time, without
waiting for receipt of written confirmation thereof, and the Company hereby
agrees to indemnify and hold harmless the Agent from and against any and all
losses, costs, expenses, damages, claims, actions or other proceedings relating
to such reliance.

                                Credit Agreement


                                      -14-

            Section 2.3. Funding of Bid Loans. No later than 1:00 p.m., New York
            City time, on the date specified in each Notice of Competitive Bid
            Borrowing, each Bank will make available the Bid Loan, if any, to be
            made by such Bank as part of the Bid Borrowing requested to be made
            on such date in the manner provided below. All amounts shall be made
            available to the Agent in Dollars and immediately available funds at
            the Payment Office of the Agent and the Agent promptly will make
            available to the Company at its account specified in the relevant
            Notice of Competitive Bid Borrowing the aggregate of the amounts so
            made available in the type of funds received. Unless the Agent shall
            have been notified by any Bank which has submitted a bid pursuant to
            Section 2.2(b) prior to the date of the proposed Bid Borrowing that
            such Bank does not intend to make available to the Agent its
            portion, if any, of the Bid Borrowing to be made on such date, the
            Agent may assume that such Bank has made such amount available to
            the Agent on such date of the Bid Borrowing, and the Agent, in
            reliance upon such assumption, may (in its sole discretion and
            without any obligation to do so) make available to the Company a
            corresponding amount.

            SECTION 3. COMMITTED LOANS AND NOTES.

            Section 3.1. Agreement to Make Committed Loans. On the terms and
            subject to the conditions of this Agreement, each Bank, severally
            and for itself alone, agrees to make Loans (herein collectively
            called "Committed Loans" and individually each called a "Committed
            Loan") on a revolving basis from time to time from the date hereof
            until such Bank's Termination Date in such Bank's Percentage of such
            aggregate amounts as the Company may from time to time request as
            provided in Section 3.2; provided, that (a) the aggregate principal
            amount of all outstanding Committed Loans of any Bank shall not at
            any time exceed the amount set forth opposite such Bank's name on
            Schedule I (as reduced in accordance with Section 5.1, Section 13.4
            or Section 13.8) and (b) the aggregate principal amount of all
            outstanding Committed Loans of all Banks plus the aggregate
            principal amount of all outstanding Bid Loans of all Banks shall not
            at any time exceed the then Aggregate Commitment. Within the limits
            of this Section 3.1, the Company may from time to time borrow,
            prepay and reborrow Committed Loans on the terms and conditions set
            forth in this Agreement.

            Section 3.2. Procedure for Committed Loans.

            (a) Committed Loan Requests. The Company shall give the Agent
irrevocable telephonic notice at the Notice Office (promptly confirmed in
writing on the same day), not later than 10:30 a.m., New York City time, (i) at
least three Business Days prior to the Funding Date in the case of LIBOR Rate
Loans or (ii) on the Funding Date in the case of Base Rate Loans, of each
requested Committed Loan, and the Agent shall promptly advise each Bank thereof
and, in the case of a LIBOR Rate Loan, if the Telerate Page is not available,
request each Reference Bank to notify the Agent of its applicable rate (as
contemplated in the definition of LIBOR). Each such notice to the Agent (a
"Committed Loan Request") shall be substantially in the form of Exhibit C and
shall specify (i) the Funding Date (which shall be a Business Day), (ii) the
aggregate amount of the Loans requested (in an amount permitted under clause (b)
below), (iii) whether each Loan shall be a LIBOR Rate Loan or a Base Rate Loan
and (iv) if a LIBOR Rate Loan, the Loan Period therefor (subject to the
limitations set forth in the definition of Loan Period).

                                Credit Agreement


                                      -15-

            (b) Amount and Increments of Committed Loans. Each Committed Loan
Request shall contemplate Committed Loans in a minimum aggregate amount of
$10,000,000 or a higher integral multiple of $1,000,000, not to exceed in the
aggregate (for all requested Committed Loans) the Available Commitment.

            (c) Funding of Committed Loans.

            (i) Not later than 1:30 p.m., New York City time, on the Funding
Date of a Committed Loan, each Bank shall, subject to this Section 3.2(c),
provide the Agent at its Notice Office with immediately available funds covering
such Bank's Committed Loan (provided, that a Bank's obligation to provide funds
to the Agent shall be deemed satisfied by such Bank's delivery to the Agent at
its Notice Office not later than 1:30 p.m., New York City time, of a Federal
reserve wire confirmation number covering the proceeds of such Bank's Committed
Loan) and the Agent shall pay over such funds to the Company not later than 2:00
p.m., New York City time, on such day if the Agent shall have received the
documents required under Section 10 with respect to such Loan and the other
conditions precedent to the making of such Loan shall have been satisfied not
later than 10:00 a.m., New York City time, on such day. If the Agent does not
receive such documents or such other conditions precedent have not been
satisfied prior to such time, then (A) the Agent shall not pay over such funds
to the Company, (B) the Company's Committed Loan Request related to such Loan
shall be deemed cancelled in its entirety, (C) in the case of Committed Loan
Requests relative to LIBOR Rate Loans, the Company shall be liable to each Bank
in accordance with Section 7.4 and (D) the Agent shall return the amount
previously provided to the Agent by each Bank on the next following Business
Day.

            (ii) The Company agrees, notwithstanding its previous delivery of
any documents required under Section 10 with respect to a particular Loan,
immediately to notify the Agent of any failure by it to satisfy the conditions
precedent to the making of such Loan. The Agent shall be entitled to assume,
after it has received each of the documents required under Section 10 with
respect to a particular Loan, that each of the conditions precedent to the
making of such Loan has been satisfied absent actual knowledge to the contrary
received by the Agent prior to the time of the receipt of such documents. Unless
the Agent shall have notified the Banks prior to 10:30 a.m., New York City time,
on the Funding Date of any Loan that the Agent has actual knowledge that the
conditions precedent to the making of such Loan have not been satisfied, the
Banks shall be entitled to assume that such conditions precedent have been
satisfied.

            (d) Repayment of Loans. If any Bank is to make a Committed Loan
hereunder on a day on which the Company is to repay (or has elected to prepay,
pursuant to Section 5.2) all or any part of any outstanding Loan held by such
Bank, the proceeds of such new Committed Loan shall be applied to make such
repayment and only an amount equal to the positive difference, if any, between
the amount being borrowed and the amount being repaid shall be requested by the
Agent to be made available by such Bank to the Agent as provided in Section
3.2(c).

            Section 3.3. Maturity of Committed Loans. Except for a Base Rate
            Loan, which shall mature on the Termination Date, a Committed Loan
            made by a Bank shall

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                                      -16-

            mature on the last day of the Loan Period applicable to such
            Committed Loan, but in no event later than the Termination Date for
            such Bank.

            SECTION 4. INTEREST AND FEES.

            Section 4.1. Interest Rates. The Company hereby promises to pay
            interest on the unpaid principal amount of each Loan for the period
            commencing on the Funding Date for such Loan until such Loan is paid
            in full, as follows:

            (a) if such Loan is a Bid Loan, at a rate per annum equal to the
Absolute Rate or the LIBOR Rate, as applicable, offered by the applicable Bank
and accepted by the Company for such Bid Loan;

            (b) if such Loan is a Base Rate Loan, at a rate per annum equal to
the Base Rate from time to time in effect; and

            (c) if such Loan is a Committed Loan that is a LIBOR Rate Loan, at a
rate per annum equal to the LIBOR Rate applicable to the Loan Period for such
Loan; provided, however, that after the maturity of any Loan (whether by
acceleration or otherwise), such Loan shall bear interest on the unpaid
principal amount thereof at a rate per annum (calculated on the basis of a
360-day year for the actual number of days involved) equal to the Base Rate from
time to time in effect (but not less than the interest rate in effect for such
Loan immediately prior to maturity) plus 1% per annum.

            Section 4.2. Interest Payment Dates. Except for Base Rate Loans, as
            to which accrued interest shall be payable on the last day of each
            calendar quarter and on the Termination Date, accrued interest on
            each Loan shall be payable in arrears on the last day of the Loan
            Period therefor and (i) with respect to each LIBOR Rate Loan with a
            Loan Period of six months, on the day that is three months after the
            first day of such Loan Period (or, if there is no day in such third
            month numerically corresponding to such first day of the Loan
            Period, on the last Business Day of such month) and (ii) with
            respect to each Absolute Rate Loan with a Loan Period exceeding 90
            days, on the day that is 90 days after the first day of such Loan
            Period. After the maturity of any Loan, accrued interest on such
            Loan shall be payable on demand. If any interest payment date falls
            on a day that is not a Business Day, such interest payment date
            shall be postponed to the next succeeding Business Day and the
            interest paid shall cover the period of postponement (except that if
            the Loan is a LIBOR Rate Loan and the next succeeding Business Day
            falls in the next succeeding calendar month, such interest payment
            date shall be the immediately preceding Business Day).

            Section 4.3. Setting and Notice of Committed Loan Rates.

            (a) The applicable interest rate for each Committed Loan hereunder
shall be determined by the Agent and notice thereof shall be given by the Agent
promptly to the Company and to each Bank. Each determination of the applicable
interest rate by the Agent shall be conclusive and binding upon the parties
hereto in the absence of demonstrable error.

                                Credit Agreement


                                      -17-

            (b) In the case of LIBOR Rate Loans, each Reference Bank agrees to
use its best efforts to notify the Agent in a timely fashion of its applicable
rate after the Agent's request (if any) therefor under Section 2.2(a) and
Section 3.2(a) (as contemplated in the definition of LIBOR). If as to any Loan
Period the Telerate Page is not available and any one or more of the Reference
Banks is unable or for any reason fails to notify the Agent of its applicable
rate by 11:30 a.m., New York City time, two Business Days before the Funding
Date, then the applicable LIBOR Rate shall be determined on the basis of the
rate or rates of which the Agent is given notice by the remaining Reference Bank
or Banks by such time. If the Telerate Page is not available and none of the
Reference Banks notifies the Agent of the applicable rate prior to 11:30 a.m.,
New York City time, two Business Days before the Funding Date, then (i) the
Agent shall promptly notify the other parties thereof and (ii) at the option of
the Company the Committed Loan Request delivered by the Company pursuant to
Section 3.2(a) with respect to such Funding Date shall be cancelled or shall be
deemed to have specified a Base Rate Loan.

            (c) The Agent shall, upon written request of the Company or any
Bank, deliver to the Company or such Bank a statement showing the computations
used by the Agent in determining the interest rate applicable to any LIBOR Rate
Loan.

            Section 4.4. Facility Fee. The Company agrees to pay to the Agent
            for the accounts of the Banks pro rata in accordance with their
            respective Percentages an annual facility fee computed by
            multiplying the average daily amount of the Aggregate Commitment
            (whether used or unused) by the applicable percentage determined
            with respect to such facility fee in accordance with Schedule II
            hereto. Such fee shall be payable quarterly in arrears on the last
            Business Day of March, June, September and December of each year
            (beginning with the last Business Day of December, 2004) until the
            Commitments have expired or have been terminated and on the date of
            such expiration or termination (and, in the case of any Terminating
            Bank, such Bank's Termination Date), in each case for the period
            then ending for which such facility fee has not previously been
            paid.

            Section 4.5. Utilization Fee. The Company agrees to pay to the Agent
            for the accounts of the Banks pro rata in accordance with their
            respective Percentages, during any period that the aggregate
            outstanding principal amount of the Loans exceeds 33.33% of the
            Aggregate Commitment, a utilization fee computed by multiplying the
            average daily amount of the Aggregate Commitment by the applicable
            percentage determined with respect to such utilization fee in
            accordance with Schedule II hereto; provided, that if the then
            outstanding aggregate principal amount of Bid Loans exceeds an
            amount equal to 33.33% of the Aggregate Commitments as then in
            effect, then in calculating the aggregate outstanding principal
            amount of the Loans for purposes of this Section 4.5 only, the
            aggregate outstanding principal amount of Loans shall not include an
            amount equal to 33.33% of the Aggregate Commitments as then in
            effect. Accrued utilization fees shall be due and payable on each
            date that interest is payable on each such Loan.

            Section 4.6. Agent's Fees. The Company agrees promptly to pay to the
            Agent such fees as may be agreed from time to time by the Company
            and the Agent.

            Section 4.7. Computation of Interest and Fees. Interest on LIBOR
            Rate Loans, and facility and utilization fees shall be computed for
            the actual number of days

                                Credit Agreement


                                      -18-

            elapsed on the basis of a 360-day year; and interest on Base Rate
            Loans shall be computed for the actual number of days elapsed on the
            basis of a 365/366 day year, as the case may be. The interest rate
            applicable to each LIBOR Rate Loan and Base Rate Loan, and (to the
            extent applicable) after the maturity of any other type of Loan, the
            interest rate applicable to such Loan, shall change simultaneously
            with each change in the LIBOR Rate or the Base Rate, as applicable.

            SECTION 5. REDUCTION OR TERMINATION OF THE COMMITMENTS; REPAYMENT;
                       PREPAYMENTS.

            Section 5.1. Voluntary Termination or Reduction of the Commitments.
            The Company may at any time on at least 5 days' prior irrevocable
            notice received by the Agent (which shall promptly on the same day
            or on the next Business Day advise each Bank thereof) permanently
            reduce the amount of the Commitments (such reduction to be pro rata
            among the Banks according to their respective Percentages) to an
            amount not less than the aggregate principal amount of all
            outstanding Loans. Any such reduction shall be in the amount of
            $5,000,000 or an integral multiple of $1,000,000 in excess thereof.
            Concurrently with any such reduction, the Company shall prepay the
            principal of any Committed Loans outstanding to the extent that the
            aggregate amount of such Loans outstanding shall then exceed the
            Aggregate Commitment, as so reduced. The Company may from time to
            time on like irrevocable notice terminate the Commitments upon
            payment in full of all Loans, all interest accrued thereon, all fees
            and all other obligations of the Company hereunder; provided,
            however, that the Company may not at any time terminate the
            Commitments if any Bid Loan is outstanding (unless the holder of
            each such outstanding Bid Loan has given its prior written consent
            to the concurrent repayment of such Bid Loan).

            Section 5.2. Voluntary Prepayments. The Company may voluntarily
            prepay Loans (other than Bid Loans, which may only be prepaid with
            the prior written consent of the holder thereof) without premium or
            penalty, except as may be required pursuant to subsection (e) below,
            in whole or in part; provided, that (a) each prepayment shall be in
            an aggregate principal amount of $10,000,000 or an integral multiple
            of $1,000,000 in excess thereof, (b) except for the prepayment of
            the aggregate amount of all Loans outstanding, no such prepayment
            shall result in there being less than $10,000,000 in Loans
            outstanding in the aggregate, (c) the Company shall give the Agent
            at its Notice Office (which shall promptly advise each Bank) not
            less than three Business Days' prior notice thereof specifying the
            Loans to be prepaid and the date and amount of prepayment, (d) any
            prepayment of principal of any Loan shall include accrued interest
            to the date of prepayment on the principal amount being prepaid and
            (e) any prepayment of a LIBOR Rate Loan shall be subject to the
            provisions of Section 7.4.

            SECTION 6. MAKING AND PRORATION OF PAYMENTS; SET-OFF; TAXES.

            Section 6.1. Making of Payments. Except as provided in Section
            3.2(d), payments (including those made pursuant to Section 5.1) of
            principal of, or interest on, the Loans and all payments of fees and
            any other payments required to be made by the Company to the Agent
            hereunder shall be made by the Company to the Agent in immediately
            available funds at its Payment Office not later than 12:00 Noon, New
            York City time, on the date due; and funds received after that

                                Credit Agreement


                                      -19-

            hour shall be deemed to have been received by the Agent on the next
            following Business Day. The Agent shall promptly remit to each Bank
            its share (if any) of each such payment. All payments under Section
            7 and all payments required to be made hereunder to any Person other
            than the Agent shall be made by the Company when due directly to the
            Persons entitled thereto in immediately available funds.

            Section 6.2. Pro Rata Treatment; Sharing.

            (a) Except as required pursuant to Section 7 or Section 13.8, each
payment or prepayment of principal of any Committed Loans, each payment of
interest on the Committed Loans, each payment of the utilization fee and each
payment of the facility fee shall be allocated pro rata among the Banks in
accordance with their respective Percentages. Each payment of principal of any
Bid Borrowing shall be allocated pro rata among the Banks participating in such
Bid Borrowing in accordance with the respective principal amounts of their
outstanding Bid Loans comprising such Bid Borrowing. Each payment of interest on
any Bid Borrowing shall be allocated pro rata among the Banks participating in
such Bid Borrowing in accordance with the respective amounts of accrued and
unpaid interest on their outstanding Bid Loans comprising such Bid Borrowing.

            (b) If any Bank or other holder of a Committed Loan shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
offset or otherwise) on account of principal of, interest on or fees or other
amounts with respect to any Committed Loan in excess of the share of payments
and other recoveries (exclusive of payments or recoveries under Section 7 or
pursuant to Section 13.8) such Bank or other holder would have received if such
payment had been distributed pursuant to the provisions of Section 6.2(a), such
Bank or other holder shall purchase from the other Banks or holders, in a manner
to be specified by the Agent, such participations in the Committed Loans held by
them as shall be necessary so that all such payments of principal and interest
with respect to the Committed Loans shall be shared by the Banks and other
holders pro rata in accordance with their respective Percentages; provided,
however, that if all or any portion of the excess payment or other recovery is
thereafter recovered from such purchasing Bank or holder, the purchase shall be
rescinded and the purchase price restored to the extent of such recovery, but
without interest.

            (c) If any Bank or other holder of a Bid Loan shall obtain any
payment or other recovery (whether voluntary, involuntary, by application of
offset or otherwise) on account of principal of, interest on or fees or other
amounts with respect to any Bid Loan in excess of the share of payments and
other recoveries (exclusive of payments or recoveries pursuant to Section 7 or
Section 13.8) such Bank or other holder would have received if such payment had
been distributed pursuant to the provisions of Section 6.2(a), such Bank or
other holder shall purchase from the other Banks or holders participating in
such Bid Borrowing, in a manner to be specified by the Agent, such
participations in the Bid Loans held by them as shall be necessary so that all
such payments of principal and interest with respect to the Bid Loans shall be
shared by the Banks and other holders participating in such Bid Borrowing in a
manner consistent with Section 6.2(a); provided, however, that if all or any
portion of the excess payment or other recovery is thereafter recovered from
such purchasing Bank or holder, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery, but without interest.

                                Credit Agreement


                                      -20-

            Section 6.3. Set-off. The Company agrees that the Agent, each Bank,
            each Assignee and each Participant has all rights of set-off and
            banker's lien provided by applicable law, and the Company further
            agrees that at any time (i) any amount owing by the Company under
            this Agreement is due to any such Person or (ii) any Event of
            Default exists, each such Person may apply to the payment of any
            amount payable hereunder any and all balances, credits, deposits,
            accounts or moneys of the Company then or thereafter with such
            Person.

            Section 6.4. Taxes, etc. (a) All payments made by the Company to the
            Agent, any Bank, any Assignee or any Participant under this
            Agreement and the Notes shall be made without any set-off or
            counterclaim, and free and clear of and without deduction for or on
            account of any present or future Covered Taxes now or hereafter
            imposed (except to the extent that such withholding or deduction (x)
            is compelled by law, (y) results from the breach, by the recipient
            of a payment, of its agreement contained in Section 6.4(b), Section
            6.4(c) or Section 6.4(e) or (z) would not be required if the
            representation or warranty contained in the second sentence of
            Section 6.4(b) were true as of the date of this Agreement, or with
            respect to a Bank that becomes a Bank pursuant to Section 13.4.1,
            Section 13.4.2 or Section 13.8, true at the time such Bank becomes a
            Bank hereunder). If the Company is compelled by law to make any such
            deductions or withholdings of any Covered Taxes it will:

            (i) pay to the relevant authorities the full amount required to be
      so withheld or deducted,

            (ii) except to the extent that such withholding or deduction results
      from the breach by the recipient of its agreement contained in Section
      6.4(b), Section 6.4(c) or Section 6.4(e) or, if applicable, would not be
      required if the representation or warranty contained in the second
      sentence of Section 6.4(b) were true as of the date of this Agreement, or
      with respect to a Bank that becomes a Bank pursuant to Section 13.4.1,
      Section 13.4.2 or Section 13.8, true at the time such Bank becomes a Bank
      hereunder, pay such additional amounts as may be necessary in order that
      the net amount received by the Agent, each Bank, each Assignee and each
      Participant after such deductions or withholdings (including any required
      deduction or withholding on such additional amounts) shall equal the
      amount such payee would have received had no such deductions or
      withholdings been made, and

            (iii) promptly forward to the Agent (for delivery to such payee) an
      official receipt or other documentation satisfactory to the Agent
      evidencing such payment to such authorities.

            Moreover, if any Covered Taxes are directly asserted against the
Agent, any Bank, any Assignee or any Participant, such payee may pay such
Covered Taxes, and, upon receipt of an official receipt or other satisfactory
documentation evidencing such payment, the Company shall promptly pay such
additional amount (including, without limitation, any penalties, interest or
reasonable expenses) as may be necessary in order that the net amount received
by such payee after the payment of such Covered Taxes (including any Covered
Taxes on such additional amount) shall equal the amount such payee would have
received had no such

                                Credit Agreement


                                      -21-

Covered Taxes been asserted (provided, that the Agent, the Banks, and any
Assignee or Participant shall use reasonable efforts, to the extent consistent
with applicable laws and regulations, to minimize to the extent possible any
such Covered Taxes if they can do so without material cost or legal or
regulatory disadvantage). For purposes of this Section 6.4, a distribution
hereunder by the Agent or any Bank to or for the account of any Bank, Assignee
or Participant shall be deemed to be a payment by the Company. The Company's
agreement under this Section 6.4 shall survive repayment of the Loans,
cancellation of the Notes or any termination of this Agreement.

            (b) In consideration of, and as a condition to, the Company's
undertakings in Section 6.4(a), each Bank other than a Bank that is organized
and existing under the laws of the United States of America or any State thereof
(a "Non-U.S. Bank") agrees to execute and deliver to the Agent at its Payment
Office for delivery to the Company, before the first scheduled payment date in
each year, (i) to the extent it acts for its own account with respect to any
portion of any sums paid or payable to such Non-U.S. Bank under this Agreement,
two original copies of United States Internal Revenue Service Forms W-8BEN,
W-8ECI or W-8EXP (or any successor forms), as appropriate, properly completed
and duly executed by such Non-U.S. Bank, and claiming complete exemption from
withholding and deduction of United States Federal Taxes, and (ii) to the extent
it does not act or has ceased to act for its own account with respect to any
portion of any sums paid or payable to such Bank under this Agreement (for
example, in the case of a typical Participation by such Non-U.S. Bank), (1) for
the portion of any such sums paid or payable with respect to which such Non-U.S.
Bank acts for its own account, two original copies of the forms or statements
required to be provided by such Non-U.S. Bank under subsection (i) of this
Section 6.4(b), properly completed and duly executed by such Non-U.S. Bank and
claiming complete exemption from withholding and deduction of United States
Federal Taxes, and (2) for the portion of any such sums paid or payable with
respect to which such Non-U.S. Bank does not act or has ceased to act for its
own account, two original copies of United States Internal Revenue Service Form
W-8IMY (or any successor forms), properly completed and duly executed by such
Non-U.S. Bank, together with any information, if any, such Non-U.S. Bank chooses
to transmit with such form, and any other certificate or statement of exemption
required under the Internal Revenue Code or the regulations issued thereunder.
Each Bank hereby (i) represents and warrants to the Company that, at the date of
this Agreement, or at the time such Bank becomes a Bank hereunder, it is
entitled to receive payments of principal and interest hereunder without
deduction for or on account of any Taxes imposed by the United States of America
or any political subdivision thereof, and (ii) acknowledges that in the event
that after the date of this Agreement or after the date that a Bank becomes a
Bank hereunder, such Bank is no longer entitled to receive payments or principal
and interest hereunder without deduction for or on account of any Taxes imposed
by the United States of America or any political subdivision thereof, such Bank
will be subject to removal pursuant to Section 13.8 hereof.

            (c) Each Non-U.S. Bank hereby agrees, from time to time after the
initial delivery by such Non-U.S. Bank of any forms or other information
pursuant to Section 6.4(b), whenever a lapse in time or change in circumstances
renders such forms, certificates or other evidence so delivered obsolete or
inaccurate in any material respect, that such Non-U.S. Bank shall promptly (and
in all events, prior to the next applicable payment date), deliver to the Agent
at the Payment Office for delivery to the Company two original copies of any
renewal,

                                Credit Agreement


                                      -22-

amendment or additional or successor forms, properly completed and duly executed
by such Non-U.S. Bank, together with any other certificate or statement of
exemption required by applicable law or regulation in order to (i) confirm or
establish such Non-U.S. Bank's complete exemption from withholding and deduction
of United States Federal Taxes with respect to payments to such Bank under this
Agreement or (ii) in the case of a change in law after the date on which such
Non-U.S. Bank became a Bank hereunder that results in a withholding or deduction
of United States Federal Taxes on payments hereunder to such Non-U.S. Bank,
establish the status of such Non-U.S. Bank as other than a United States person
for United States Federal tax purposes and, to the extent entitled under an
applicable treaty or other law, claim the benefit of a reduced rate of
withholding and deduction of United States Federal Taxes with respect to any
such payments under an applicable tax treaty of the United States, or (iii) if
applicable, confirm or establish that such Non-U.S. Bank does not act for its
own account with respect to any portion of any such payments.

            (d) If the Company determines in good faith that a reasonable basis
exists for contesting a Covered Tax with respect to which the Company has paid
an additional amount under this Section 6.4, the Agent and the Banks, as
applicable, shall, subject to Section 6.4(f), cooperate with the Company in
challenging such Covered Tax at the Company's expense if requested by the
Company (it being understood and agreed that neither the Agent nor any Bank
shall have any obligation to contest, or any responsibility for contesting, any
Tax). If the Agent or a Bank has actual knowledge that it is entitled to receive
a refund (whether by way of a direct payment or by clearly identifiable offset
to an amount otherwise owed to the relevant taxing authority) in respect of a
Covered Tax with respect to which the Company has paid an additional amount
under this Section 6.4, it shall promptly notify the Company of the availability
of such refund (unless it was made aware of such refund by the Company) and
shall, within 30 days after the receipt of a request from the Company, apply for
such refund at the Company's expense. If the Agent or any Bank receives a refund
(whether by way of a direct payment or by clearly identifiable offset to an
amount otherwise owed to the relevant taxing authority) of any Covered Tax with
respect to which the Company has paid an additional amount under this Section
6.4 which, in the reasonable good faith judgment of the Agent or such Bank, as
the case may be, is allocable to such payment made under this Section 6.4, the
amount of such refund (together with any interest received thereon) shall be
paid to the Company, but only to the extent of the additional amounts received
from the Company, provided that, in the case of a Covered Tax the Company was
required to deduct and withhold under this Section 6.4, the Company deducted and
withheld such Covered Tax in full as and when required pursuant to this Section
6.4, provided further, that if such refund subsequently becomes unavailable or
must be returned, this will be treated as a Covered Tax indemnifiable under this
Section 6.4.

            (e) Each Bank that is organized and existing under the laws of the
United States of America or any State thereof (a "U.S. Bank") agrees to execute
and deliver to the Agent at the Payment Office for delivery to the Company, on
or before the date of this Agreement or on or before the date such Bank becomes
a Bank hereunder and on or before the date on which such Bank ceases to act for
its own account with respect to the applicable portion of any sums paid or
payable to such U.S. Bank and before the first scheduled payment date in each
subsequent year a copy of United States Internal Revenue Service Form W-9 (or
any successor forms) properly

                                Credit Agreement


                                      -23-

completed and duly executed by such U.S. Bank, and claiming that it is organized
and existing under the laws of the United States of America or any State
thereof.

            (f) Nothing contained in this Section 6.4 shall require any Bank to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Company or any other Person.

            (g) Each Bank shall promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to receipt of additional amounts pursuant to this Section 6.4
and will designate a different Funding Office if such designation will avoid the
need for, or reduce the amount of, such amounts and will not, in such Bank's
sole discretion, be otherwise disadvantageous to such Bank.

            SECTION 7. INCREASED COSTS AND SPECIAL PROVISIONS FOR ABSOLUTE RATE
                       LOANS AND LIBOR RATE LOANS.

            Section 7.1. Increased Costs. (a) If after the date hereof, the
            adoption of any applicable law, rule or regulation, or any change
            therein, or any change in the interpretation or administration
            thereof by any Governmental Authority, central bank or comparable
            agency charged with the interpretation or administration thereof, or
            compliance by any Bank (or any Funding Office of such Bank) with any
            request or directive (whether or not having the force of law) of any
            such authority, central bank or comparable agency,

            (A) shall subject any Bank (or any Funding Office of such Bank) to
      any tax, duty or other charge with respect to its LIBOR Rate Loans, its
      Notes or its obligation to make LIBOR Rate Loans, or shall change the
      basis of taxation of payments to any Bank (or any Funding Office of such
      Bank) of the principal of or interest on its LIBOR Rate Loans or any other
      amounts due under this Agreement in respect of its LIBOR Rate Loans or its
      obligation to make LIBOR Rate Loans (except for changes in the rate of tax
      on the overall net income of such Bank or its Funding Office imposed by
      any Governmental Authority of the country in which such Bank is
      incorporated or in which such Bank's Funding Office is located);

            (B) shall impose, modify or deem applicable any reserve (including,
      without limitation, any reserve imposed by the Board of Governors of the
      Federal Reserve System, but excluding any reserve included in the
      determination of additional interest pursuant to Section 4.1), special
      deposit, assessment (including any assessment for insurance of deposits)
      or similar requirement against assets of, deposits with or for the account
      of, or credit extended by, any Bank (or any Funding Office of such Bank);
      or

            (C) shall impose on any Bank (or any Funding Office of such Bank)
      any other condition affecting its LIBOR Rate Loans, its Notes or its
      obligation to make or maintain LIBOR Rate Loans;

and the result of any of the foregoing is to increase the cost to (or to impose
an additional cost on) such Bank (or any Funding Office of such Bank) of making
or maintaining any LIBOR Rate

                                Credit Agreement


                                      -24-

Loan, or to reduce the amount of any sum received or receivable by such Bank (or
such Bank's Funding Office) under this Agreement or under its Notes with respect
thereto, then within 10 days after demand by such Bank (which demand shall be
accompanied by a statement setting forth the basis of such demand), the Company
shall pay directly to such Bank such additional amount or amounts as will
compensate such Bank for such increased cost or such reduction (without
duplication of any amounts which have been paid or reimbursed).

            (b) If, after the date hereof, any Bank shall determine that the
adoption, effectiveness or phase-in of any applicable law, rule, guideline or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Bank (or any Funding Office of such
Bank or any Person controlling such Bank) with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on the capital of such Bank or any Person
controlling such Bank as a consequence of its obligations hereunder to a level
below that which such Bank or such controlling Person could have achieved but
for such adoption, change or compliance (taking into consideration such Bank's
or such controlling Person's policies with respect to capital adequacy), then,
from time to time, within 10 days after demand by such Bank (which demand shall
be accompanied by a statement setting forth the basis of such demand), the
Company shall pay directly to such Bank such additional amount or amounts as
will compensate such Bank or such controlling Person for such reduction.

            (c) Each Bank shall promptly notify the Company and the Agent of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section 7.1 and will
designate a different Funding Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in such Bank's
sole judgment, be otherwise disadvantageous to such Bank.

            Section 7.2. Basis for Determining Interest Rate Inadequate or
            Unfair. If with respect to the Loan Period for any LIBOR Rate Loan:

            (a) the Telerate Page is not available and the Agent is advised by
      two or more Reference Banks that deposits in Dollars (in the applicable
      amounts) are not being offered to such Reference Banks in the relevant
      market for such Loan Period, or the Agent otherwise determines (which
      determination shall be binding and conclusive on all parties) that, by
      reason of circumstances affecting the LIBOR market, adequate and
      reasonable means do not exist for ascertaining the applicable LIBOR Rate;
      or

            (b) the Required Banks advise the Agent that the LIBOR Rate as
      determined by the Agent will not adequately and fairly reflect the cost to
      such Required Banks of maintaining or funding LIBOR Rate Loans for such
      Loan Period, or that the making or funding of LIBOR Rate Loans has become
      impracticable as a result of an event occurring after the date of this
      Agreement which in such Required Banks' opinion materially affects LIBOR
      Rate Loans,

                                Credit Agreement


                                      -25-

then (i) the Agent shall promptly notify the other parties thereof and (ii) so
long as such circumstances shall continue, no Bank shall be under any obligation
to make any LIBOR Rate Loan.

            Section 7.3. Changes in Law Rendering Certain Loans Unlawful. In the
            event that any change in (including the adoption of any new)
            applicable laws or regulations, or in the interpretation of
            applicable laws or regulations by any Governmental Authority or
            other regulatory body charged with the administration thereof,
            should make it (or in the good faith judgment of such Bank raise a
            substantial question as to whether it is) unlawful for a Bank to
            make, maintain or fund any LIBOR Rate Loan, then (a) such Bank shall
            promptly notify each of the other parties hereto, (b) upon the
            effectiveness of such event and so long as such unlawfulness shall
            continue, the obligation of such Bank to make LIBOR Rate Loans shall
            be suspended and any request by the Company for LIBOR Rate Loans
            shall, as to such Bank, be deemed to be a request for a Base Rate
            Loan, if said LIBOR Rate Loan is a Committed Loan, or an Absolute
            Rate Loan, if said LIBOR Rate Loan is a Bid Loan and (c) on the last
            day of the current Loan Period for such Bank's LIBOR Rate Loans (or,
            in any event, if such Bank so requests on such earlier date as may
            be required by the relevant law, regulation or interpretation) such
            Bank's Loans which are LIBOR Rate Loans shall cease to be maintained
            as LIBOR Rate Loans and shall thereafter bear interest at a floating
            rate per annum equal to the Base Rate, if said LIBOR Rate Loan is a
            Committed Loan, or at an Absolute Rate, which Absolute Rate shall be
            the LIBOR Rate in effect during such Loan Period, if said LIBOR Rate
            Loan is a Bid Loan. If at any time the event giving rise to such
            unlawfulness shall no longer exist, then such Bank shall promptly
            notify the Company and the Agent.

            Section 7.4. Funding Losses. The Company hereby agrees that upon
            demand by any Bank (which demand shall be accompanied by a statement
            setting forth the basis for the calculations of the amount being
            claimed) the Company will indemnify such Bank against any net loss
            or expense which such Bank may sustain or incur (including, without
            limitation, any net loss or expense incurred by reason of the
            liquidation or reemployment of deposits or other funds acquired by
            such Bank to fund or maintain any LIBOR Rate Loan or Absolute Rate
            Loan), as reasonably determined by such Bank, as a result of (a) any
            payment or mandatory or voluntary prepayment (including, without
            limitation, any payment pursuant to Section 7.3 or any payment
            resulting from acceleration) of any LIBOR Rate Loan or Absolute Rate
            Loan of such Bank on a date other than the last day of the Loan
            Period for such Loan or (b) any failure of the Company to borrow any
            Loans on the originally scheduled Funding Date specified therefor
            pursuant to this Agreement (including, without limitation, any
            failure to borrow resulting from any failure to satisfy the
            conditions precedent to such borrowing). For this purpose, all
            notices to the Agent pursuant to this Agreement (including, without
            limitation, all acceptances of Bids) shall be deemed to be
            irrevocable.

            Section 7.5. Discretion of Banks as to Manner of Funding.
            Notwithstanding any provision of this Agreement to the contrary (but
            subject to Section 7.1(c)), each Bank shall be entitled to fund and
            maintain its funding of all or any part of its Loans in any manner
            it sees fit, it being understood, however, that for the purposes of
            this Agreement all determinations hereunder shall be made as if such
            Bank had actually funded and maintained each LIBOR Rate Loan or
            Absolute Rate Loan during the Loan Period for such Loan through the
            purchase of deposits

                                Credit Agreement


                                      -26-

            having a maturity corresponding to such Loan Period and bearing an
            interest rate equal to the rate borne by such Loan for such Loan
            Period.

            Section 7.6. Conclusiveness of Statements; Survival of Provisions.
            Determinations and statements of any Bank pursuant to this Section 7
            shall be conclusive absent demonstrable error, and each Bank may use
            reasonable averaging and attribution methods in determining
            compensation pursuant to Section 7.1 or 7.4. The provisions of this
            Section 7 shall survive termination of this Agreement and payment of
            the Loans.

            SECTION 8. REPRESENTATIONS AND WARRANTIES.

            To induce the Banks to enter into this Agreement and to make Loans
hereunder, the Company hereby makes the following representations and warranties
to the Agent and the Banks, which representations and warranties shall survive
the execution and delivery of this Agreement and the Notes and the disbursement
of the initial Loans hereunder:

            Section 8.1. Organization, etc. The Company is a corporation duly
            organized, validly existing and in good standing under the laws of
            the State of California; each corporate Subsidiary is a corporation
            duly organized, validly existing and in good standing under the laws
            of the jurisdiction of its incorporation; each other Subsidiary (if
            any) is an entity duly organized and validly existing under the laws
            of the jurisdiction of its organization; and each of the Company and
            each Subsidiary has the power to own its property and to carry on
            its business as now being conducted and is duly qualified and in
            good standing as a foreign corporation or other entity authorized to
            do business in each jurisdiction where, because of the nature of its
            activities or properties, such qualification is required, except
            where the failure to be so qualified or in good standing could not
            reasonably be expected to have a Material Adverse Effect.

            Section 8.2. Authorization; Consents; No Conflict. The execution and
            delivery by the Company of this Agreement and the Notes, the
            borrowings hereunder and the performance by the Company of its
            obligations under this Agreement and the Notes (a) are within the
            corporate powers of the Company, (b) have been duly authorized by
            all necessary corporate action on the part of the Company, (c) have
            received all necessary approvals, authorizations, consents,
            registrations, notices, exemptions and licenses (if any shall be
            required) from Governmental Authorities and other Persons, except
            for any such approvals, authorizations, consents, registrations,
            notices, exemptions or licenses non-receipt of which could not
            reasonably be expected to have a Material Adverse Effect, (d) do not
            and will not contravene or conflict with any provision of (i) law,
            (ii) any judgment, decree or order to which the Company or any
            Subsidiary is a party or by which the Company or any Subsidiary is
            bound, (iii) the charter, by-laws or other organizational documents
            of the Company or any Subsidiary or (iv) any provision of any
            agreement or instrument binding on the Company or any Subsidiary, or
            any agreement or instrument of which the Company is aware affecting
            the properties of the Company or any Subsidiary, except with respect
            to (i), (ii) and (iv) above, for any such contravention or conflict
            which could not reasonably be expected to have a Material Adverse
            Effect and (e) do not and will not result in or require the creation
            or imposition of any Lien on any of the Company's or its
            Subsidiaries' properties.

                                Credit Agreement


                                      -27-

            Section 8.3. Validity and Binding Nature. This Agreement is, and the
            Notes (if any) when duly executed and delivered will be, legal,
            valid and binding obligations of the Company, enforceable against
            the Company in accordance with their respective terms, subject to
            bankruptcy, insolvency, fraudulent transfer, reorganization,
            moratorium and similar laws of general applicability relating to or
            affecting creditors' rights and to general equity principles.

            Section 8.4. Financial Statements. The Company's audited
            consolidated financial statements as at December 31, 2003, and
            unaudited consolidated financial statements as at June 30, 2004, a
            copy of each of which has been furnished to each Bank, have been
            prepared in conformity with generally accepted accounting principles
            in the United States of America applied on a basis consistent with
            that of the preceding fiscal year subject, in the case of unaudited
            financial statements, to changes resulting from audit and year-end
            adjustments and fairly present the financial condition of the
            Company and its Subsidiaries as at such dates and the results of
            their operations for the year then ended.

            Section 8.5. Litigation and Contingent Liabilities. All Litigation
            Actions, taken as a whole, could not reasonably be expected to have
            a Material Adverse Effect. Other than any liability incident to such
            Litigation Actions or provided for or disclosed in the financial
            statements referred to in Section 8.4, neither the Company nor any
            Subsidiary has any contingent liabilities which are material to the
            business, credit, operations or financial condition of the Company
            and its Subsidiaries taken as a whole.

            Section 8.6. Employee Benefit Plans. Each employee benefit plan (as
            defined in Section 3(3) of ERISA) maintained or sponsored by the
            Company or any Subsidiary complies in all material respects with all
            applicable requirements of law and regulations. During the
            twelve-consecutive-month period prior to the execution and delivery
            of this Agreement, (i) no steps have been taken to terminate any
            Plan and no contribution failure has occurred with respect to any
            Plan sufficient to give rise to a lien under Section 302(f) of
            ERISA, (ii) no Reportable Event has occurred with respect to any
            Plan and (iii) neither the Company nor any ERISA Affiliate has
            either withdrawn or instituted steps to withdraw from any
            Multiemployer Plan, except in any such case for actions which
            individually or in the aggregate could not reasonably be expected to
            have a Material Adverse Effect. No condition exists or event or
            transaction has occurred in connection with any Plan which could
            reasonably be expected to result in the incurrence by the Company or
            any Subsidiary of any material liability, fine or penalty (imposed
            by Section 4975 of the Code or Section 502(i) of ERISA or
            otherwise). Neither the Company nor any ERISA Affiliate is a member
            of, or contributes to, any Multiemployer Plan as to which the
            potential withdrawal liability based upon the most recent actuarial
            report could reasonably be expected to have a Material Adverse
            Effect. Neither the Company nor any Subsidiary has any material
            contingent liability with respect to any post retirement benefit
            under an employee welfare benefit plan (as defined in section 3(i)
            of ERISA), other than liability for continuation coverage described
            in Part 6 of Title I of ERISA.

            Section 8.7. Investment Company Act. The Company is not an
            "investment company" or a company "controlled" by an "investment
            company", within the meaning of the Investment Company Act of 1940,
            as amended.

                                Credit Agreement


                                      -28-

            Section 8.8. Public Utility Holding Company Act. Neither the Company
            nor any Subsidiary is a "holding company", or a "subsidiary company"
            of a "holding company", or an "affiliate" of a "holding company" or
            of a "subsidiary company" of a "holding company", within the meaning
            of the Public Utility Holding Company Act of 1935, as amended.

            Section 8.9. Regulation U. Neither the Company nor any Subsidiary is
            engaged principally, or as one of its important activities, in the
            business of extending credit for the purpose of buying or carrying
            margin stock (within the meaning of Regulation U of the Board of
            Governors of the Federal Reserve System as amended from time to
            time).

            Section 8.10. Information. (a) All information with respect to the
            Company contained in the September, 2004 memorandum furnished by the
            Agent to the Banks and all information heretofore furnished by the
            Company to the Agent or any Bank is, to the best of the Company's
            knowledge after due inquiry, true and accurate in every material
            respect as of the date thereof, and none of such information
            contains any material misstatement of fact or omits to state any
            material fact necessary to make such information not misleading.

            (b) All information furnished by the Company to the Agent or any
Bank on and after the date hereof shall be, to the best of the Company's
knowledge after due inquiry, true and accurate in every material respect as of
the date of such information, and none of such information shall contain any
material misstatement of fact or shall omit to state any material fact necessary
to make such information not misleading.

            Section 8.11. Compliance with Applicable Laws, etc. The Company and
            its Subsidiaries are in compliance with the requirements of all
            applicable laws, rules, regulations and orders of all Governmental
            Authorities (including, without limitation, ERISA and all applicable
            environmental laws), except for noncompliance that could not
            reasonably be expected to have a Material Adverse Effect. Neither
            the Company nor any Subsidiary is in default under any agreement or
            instrument to which the Company or such Subsidiary is a party or by
            which it or any of its properties or assets is bound, which default
            could reasonably be expected to have a Material Adverse Effect on
            the business, credit, operations or financial condition of the
            Company and its Subsidiaries taken as a whole. No Event of Default
            or Unmatured Event of Default has occurred and is continuing.

            Section 8.12. Insurance. Each of the Company and each Subsidiary
            maintains, or, in the case of any property owned by the Company or
            any Subsidiary and leased to lessees, has contractually required
            such lessees to maintain, insurance with financially sound and
            reputable insurers to such extent and against such hazards and
            liabilities as is commonly maintained, or caused to be maintained,
            as the case may be, by companies similarly situated.

            Section 8.13. Taxes. Each of the Company and each Subsidiary has
            filed all tax returns which are required to have been filed and has
            paid, or made adequate provisions for the payment of, all of its
            Taxes which are due and payable, except such Taxes, if any, as are
            being contested in good faith and by appropriate proceedings and as
            to which such reserves or other appropriate provisions as may be
            required by generally accepted accounting principles have been
            established and

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                                      -29-

            except where failure to pay such Taxes, individually or in the
            aggregate, cannot reasonably be expected to have a Material Adverse
            Effect.

            Section 8.14. Use of Proceeds. The proceeds of the Loans will be
            used by the Company for general corporate purposes.

            Section 8.15. Pari Passu. All obligations and liabilities of the
            Company hereunder shall rank at least equally and ratably (pari
            passu) in priority with all other unsubordinated, unsecured
            obligations of the Company to any other creditor.

            SECTION 9. COVENANTS.

            Until the expiration or termination of the Commitments, and
thereafter until all obligations of the Company hereunder and under the Notes
are paid in full, the Company agrees that, unless at any time the Required Banks
shall otherwise expressly consent in writing, it will:

            Section 9.1. Reports, Certificates and Other Information. Furnish to
            the Agent with sufficient copies for each Bank which the Agent shall
            promptly furnish to each Bank:

            9.1.1. Audited Financial Statements. As soon as available, and in
      any event within 95 days after each fiscal year of the Company, a copy of
      the audited financial statements and annual audit report of the Company
      and its Subsidiaries for such fiscal year prepared on a consolidated basis
      and in conformity with generally accepted accounting principles in the
      United States of America and certified by PricewaterhouseCoopers LLP or by
      another independent certified public accountant of recognized national
      standing selected by the Company and satisfactory to the Required Banks.

            9.1.2. Interim Reports. As soon as available, and in any event
      within 50 days after each quarter (except the last quarter) of each fiscal
      year of the Company, a copy of the unaudited financial statements of the
      Company and its Subsidiaries for such quarter prepared in a manner
      consistent with the audited financial statements referred to in Section
      9.1.1, signed by the Company's chief financial officer and consisting of
      at least a balance sheet as at the close of such quarter and statements of
      earnings and cash flows for such quarter and for the period from the
      beginning of such fiscal year to the close of such quarter.

            9.1.3. Certificates. Contemporaneously with the furnishing of a copy
      of each annual audit report and of each set of quarterly statements
      provided for in this Section 9.1, a certificate of the Company dated the
      date of delivery of such annual report or such quarterly statements and
      signed by the Company's chief financial officer, to the effect that no
      Event of Default or Unmatured Event of Default has occurred and is
      continuing, or, if there is any such event, describing it and the steps,
      if any, being taken to cure it and containing a computation of, and
      showing compliance with, each of the financial ratios and restrictions
      contained in this Section 9.

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                                      -30-

            9.1.4. Certain Notices. Forthwith upon learning of the occurrence of
      any of the following, written notice thereof, describing the same and the
      steps being taken by the Company or the Subsidiary affected with respect
      thereto:

                  (i) the occurrence of an Event of Default or an Unmatured
            Event of Default;

                  (ii) the institution of any Litigation Action; provided, that
            the Company need not give notice of any new Litigation Action unless
            such Litigation Action, together with all other pending Litigation
            Actions, could reasonably be expected to have a Material Adverse
            Effect;

                  (iii) the entry of any judgment or decree against the Company
            or any Subsidiary if the aggregate amount of all judgments and
            decrees then outstanding against the Company and all Subsidiaries
            exceeds $50,000,000 after deducting (i) the amount with respect to
            which the Company or any Subsidiary is insured and with respect to
            which the insurer has not denied coverage in writing and (ii) the
            amount for which the Company or any Subsidiary is otherwise
            indemnified if the terms of such indemnification are satisfactory to
            the Agent and the Required Banks;

                  (iv) the occurrence of a Reportable Event with respect to any
            Plan; the institution of any steps by the Company, any ERISA
            Affiliate, the PBGC or any other Person to terminate any Plan; the
            institution of any steps by the Company or any ERISA Affiliate to
            withdraw from any Plan; the incurrence of any material increase in
            the contingent liability of the Company or any Subsidiary with
            respect to any post-retirement welfare benefits; or the failure of
            the Company or any other Person to make a required contribution to a
            Plan if such failure is sufficient to give rise to a lien under
            Section 302(f) of ERISA; provided, however, that no notice shall be
            required of any of the foregoing unless the circumstance could
            reasonably be expected to have a Material Adverse Effect; or

                  (v) the occurrence of a material adverse change in the
            business, credit, operations or financial condition of the Company
            and its Subsidiaries taken as a whole.

            9.1.5. SEC Filings. Promptly after the filing or making thereof,
      copies of all 8-K's (other than 8-K's relating solely to the issuance by
      the Company of securities pursuant to an effective registration
      statement), 10-Q's, 10-K's, and other material reports or registration
      statements filed by the Company or any Subsidiary with or to any
      securities exchange or the Securities and Exchange Commission.

            9.1.6. Other Information. From time to time such other information
      concerning the Company and its Subsidiaries as any Bank or the Agent may
      reasonably request.

            Section 9.2. Existence. Maintain and preserve, and, subject to the
            proviso in Section 9.9, cause each Subsidiary to maintain and
            preserve, its respective

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                                      -31-

            existence as a corporation or other form of business organization,
            as the case may be, and all rights, privileges, licenses, patents,
            patent rights, copyrights, trademarks, trade names, franchises and
            other authority to the extent material and necessary for the conduct
            of its respective business in the ordinary course as conducted from
            time to time, except as may be determined by the Board of Directors
            of the Company in good faith that a Subsidiary that is not necessary
            or material to the business of the Company in its ordinary course as
            conducted from time to time.

            Section 9.3. Nature of Business. Subject to Section 9.2, engage, and
            cause each Subsidiary to engage, in substantially the same fields of
            business as it is engaged in on the date hereof.

            Section 9.4. Books, Records and Access.

            (a) Maintain, and cause each Subsidiary to maintain, complete and
accurate books and records in which full and correct entries in conformity with
generally accepted accounting principles in the United States of America shall
be made of all dealings and transactions in relation to its respective business
and activities.

            (b) Permit, and cause each Subsidiary to permit, access by the Agent
and each Bank to the books and records of the Company and such Subsidiary during
normal business hours, and permit, and cause each Subsidiary to permit, the
Agent and each Bank to make copies of such books and records upon reasonable
notice and as often as may be reasonably requested.

            Section 9.5. Insurance. Maintain, and cause each Subsidiary to
            maintain, such insurance as is described in Section 8.12.

            Section 9.6. Repair. Maintain, preserve and keep, and cause each
            Subsidiary to maintain, preserve and keep, its material properties
            in good repair, working order and condition, ordinary wear and tear
            excepted. In the case of properties leased by the Company or any
            Subsidiary to lessees, the Company may satisfy its obligations
            related to such properties under the previous sentence by
            contractually requiring, or by causing each Subsidiary to
            contractually require, such lessees to perform such obligations.

            Section 9.7. Taxes. Pay or cause to be paid, and cause each
            Subsidiary to pay, or cause to be paid, prior to the imposition of
            any penalty or fine, all of its Taxes, unless and only to the extent
            that the Company or such Subsidiary, as the case may be, is
            contesting any such Taxes in good faith and by appropriate
            proceedings and the Company or such Subsidiary has set aside on its
            books such reserves or other appropriate provisions therefor as may
            be required by generally accepted accounting principles in the
            United States of America, except where failure to pay such Taxes,
            individually or in the aggregate, cannot reasonably be expected to
            have a Material Adverse Effect.

            Section 9.8. Compliance. Comply, and cause each Subsidiary to comply
            with all statutes (including without limitation ERISA) and
            governmental rules and regulations applicable to it except to the
            extent noncompliance could not reasonably be expected to have a
            Material Adverse Effect.

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                                      -32-

            Section 9.9. Sale of Assets. Not, and not permit any Subsidiary to,
            transfer, convey, lease (except for in the ordinary course of
            business) or otherwise dispose of all or substantially all of the
            assets of the Company and its Subsidiaries taken as a whole;
            provided, however, that any Wholly-owned Subsidiary may sell,
            transfer, convey, lease or assign all or a substantial part of its
            assets to the Company or another Wholly-owned Subsidiary if
            immediately thereafter and after giving effect thereto no Event of
            Default or Unmatured Event of Default shall have occurred and be
            continuing.

            Section 9.10. Consolidated Indebtedness to Consolidated Tangible Net
Worth Ratio. Not permit the ratio of Consolidated Indebtedness to Consolidated
Tangible Net Worth to exceed 600% on and as of the last day of any fiscal year
or 650% at any other time.

            Section 9.11. Fixed Charge Coverage Ratio. Not permit the Fixed
            Charge Coverage Ratio on the last day of any quarter of any fiscal
            year of the Company to be less than 110%.

            Section 9.12. Consolidated Tangible Net Worth. Not permit the
            Company's Consolidated Tangible Net Worth to be less than
            $3,500,000,000 minus, to the extent included in the calculation of
            Consolidated Tangible Net Worth, other comprehensive income of the
            Company and its Subsidiaries (or, in the case of a comprehensive
            income deficit, plus the amount of such deficit) plus 50% of (a) the
            cumulative net income (but without deduction for cumulative net
            losses) of the Company and its Subsidiaries since December 31, 2002
            determined on a consolidated basis in accordance with United States
            of America generally accepted accounting principles, (b) the
            cumulative equity capital contributions from AIG or any of its
            direct or indirect Subsidiaries since December 31, 2002 and (c) the
            net proceeds from the sale of preferred stock, in each case for the
            period from December 31, 2002 to and including the date of any
            determination hereunder.

            Section 9.13. Restricted Payments. Not declare or pay any dividends
            whatsoever or make any distribution on any capital stock of the
            Company (except in shares of, or warrants or rights to subscribe for
            or purchase shares of, capital stock of the Company), and not permit
            any Subsidiary to, make any payment to acquire or retire shares of
            capital stock of the Company, in each case at any time when (i) an
            Event of Default as described in Section 11.1 has occurred and is
            continuing and there are Loans outstanding hereunder or (ii) an
            Event of Default as described in Section 11.1.1 has occurred and is
            continuing and there are no Loans outstanding hereunder; provided,
            however, that notwithstanding the foregoing, this Section 9.13 shall
            not prohibit (x) the payment of dividends on any of the Company's
            market auction preferred stock that was sold to the public pursuant
            to an effective registration statement under the Securities Act of
            1933 or (y) the payment of dividends within 30 days of the
            declaration thereof if such declaration was not prohibited by this
            Section 9.13.

            Section 9.14. Liens. Not, and not permit any Subsidiary to, create
            or permit to exist any Lien upon or with respect to any of its
            properties or assets of any kind, now owned or hereafter acquired,
            or on any income or profits therefrom, except for

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                                      -33-

            (a) Liens existing on the date hereof that are reflected in the
      financial statements of the Company dated prior to the date hereof;

            (b) Liens to secure the payment of all or any part of the purchase
      price of any property or assets or to secure any Indebtedness incurred by
      the Company or a Subsidiary to finance the acquisition of any property or
      asset. For the avoidance of doubt, Liens securing Indebtedness relating to
      ECA Financings or Eximbank financings shall be permitted hereunder;

            (c) Liens securing the Indebtedness of a Subsidiary owing to the
      Company or to a Wholly-owned Subsidiary;

            (d) Liens on property of a corporation existing at the time such
      corporation is merged into or consolidated with the Company or a
      Subsidiary or at the time of a purchase, lease or other acquisition of the
      properties of a corporation or firm as an entirety or substantially as an
      entirety by the Company or a Subsidiary; provided, that any such Lien
      shall not extend to or cover any assets or properties of the Company or
      such Subsidiary owned by the Company or such Subsidiary prior to such
      merger, consolidation, purchase, lease or acquisition, unless otherwise
      permitted under this Section 9.14;

            (e) leases, subleases or licenses granted to others in the ordinary
      and usual course of the Company's business;

            (f) easements, rights of way, restrictions and other similar charges
      or encumbrances not interfering in any material respect with the ordinary
      conduct of the business of the Company or any Subsidiary;

            (g) banker's Liens arising, other than by contract, in the ordinary
      and usual course of the Company's business;

            (h) Liens incurred or deposits made in the ordinary course of
      business in connection with surety and appeal bonds, leases, government
      contracts, performance and return-of-money bonds and other similar
      obligations (exclusive of obligations for the payment of borrowed money);
      provided, however, that the obligation so secured is not overdue or is
      being contested in good faith and by appropriate proceedings diligently
      pursued;

            (i) any replacement or successive replacement in whole or in part of
      any Lien referred to in the foregoing clauses (a) to (h), inclusive;
      provided, however, that the principal amount of any Indebtedness secured
      by the Lien shall not be increased and the principal repayment schedule
      and maturity of such Indebtedness shall not be extended and (i) such
      replacement shall be limited to all or a part of the property which
      secured the Lien so replaced (plus improvements and construction on such
      property) or (ii) if the property which secured the Lien so replaced has
      been destroyed, condemned or damaged

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                                      -34-

      and pursuant to the terms of the Lien other property has been substituted
      therefor, then such replacement shall be limited to all or part of such
      substituted property;

            (j) Liens created by or resulting from any litigation or other
      proceeding which is being contested in good faith by appropriate
      proceedings, including Liens arising out of judgments or awards against
      the Company or any Subsidiary with respect to which the Company or such
      Subsidiary is in good faith prosecuting an appeal or proceedings for
      review; Liens incurred by the Company or any Subsidiary for the purpose of
      obtaining a stay or discharge in the course of any litigation or other
      proceeding to which the Company or such Subsidiary is a party; or Liens
      created by or resulting from any litigation or other proceeding that would
      not result in an Event of Default hereunder;

            (k) carrier's, warehouseman's, mechanic's, landlord's and
      materialmen's Liens, Liens for Taxes, assessments and other governmental
      charges and other Liens arising in the ordinary course of business,
      securing obligations that are not incurred in connection with the
      obtaining of any advance or credit and which are either not overdue or are
      being contested in good faith and by appropriate proceedings diligently
      pursued; and

            (l) other Liens securing Indebtedness of the Company or any
      Subsidiary in an aggregate amount which, together with all other
      outstanding Indebtedness of the Company and the Subsidiaries secured by
      Liens not listed in clauses (a) through (k) of this Section 9.14, does not
      at the time exceed 12.5% of the Consolidated Tangible Net Assets of the
      Company as shown on its audited consolidated financial statements as of
      the end of the fiscal year preceding the date of determination.

            Section 9.15. Use of Proceeds. Not permit any proceeds of the Loans
            to be used, either directly or indirectly,

            (a) for the payment of any dividend or for the repurchase of any of
      the Company's equity securities;

            (b) for the purpose, whether immediate, incidental or ultimate, of
      buying or carrying any margin stock within the meaning of Regulation U of
      the Board of Governors of the Federal Reserve System, as amended from time
      to time;

            (c) for the purpose, whether immediate, incidental or ultimate, of
      acquiring directly or indirectly any of the outstanding shares of voting
      stock of any corporation which (i) has announced that it will oppose such
      acquisition or (ii) has commenced any litigation which alleges that any
      such acquisition violates, or will violate, applicable law; or

            (d) for any other purpose except for general corporate purposes.

            SECTION 10. CONDITIONS TO LENDING.

            Section 10.1. Conditions Precedent to All Loans. Each Bank's
            obligation to make each Loan is subject to the following conditions
            precedent:

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                                      -35-

            10.1.1. No Default. (a) No Event of Default or Unmatured Event of
      Default has occurred and is continuing or will result from the making of
      such Loan, (b) the representations and warranties contained in Section 8
      are true and correct in all material respects as of the date of such
      requested Loan, with the same effect as though made on the date of such
      Loan (it being understood that each request for a Loan shall automatically
      constitute a representation and warranty by the Company that, as at the
      requested date of such Loan, (x) all conditions under this Section 10.1.1
      shall be satisfied and (y) after the making of such Loan the aggregate
      principal amount of all outstanding Loans will not exceed the Aggregate
      Commitment).

            10.1.2. Documents. The Agent shall have received (a) a certificate
      signed by an Authorized Officer of the Company as to compliance with
      Section 10.1.1, which requirement shall be deemed satisfied by the
      submission of a properly completed Notice of Competitive Bid Borrowing or
      Committed Loan Request and (b) such other documents as the Agent may
      reasonably request in support of such Loan.

            10.1.3. Litigation. No Litigation Action not disclosed in writing by
      the Company to the Agent and the Banks prior to the date of the last
      previous Loan hereunder (or, in the case of the initial Loan, prior to the
      date of execution and delivery of this Agreement) ("New Litigation") has
      been instituted and no development not so disclosed has occurred in any
      other Litigation Action ("Existing Litigation"), unless the resolution of
      all New Litigation and Existing Litigation against the Company and its
      Subsidiaries could not, in the aggregate, reasonably be expected to have a
      Material Adverse Effect.

            Section 10.2. Conditions to the Availability of the Commitments. The
            obligations of each Bank hereunder are subject to the satisfaction
            of each of the following conditions precedent, and the Banks'
            Commitments shall not become available until the date on which the
            Agent has determined that each of the following conditions precedent
            shall have been satisfied or, to the extent not so satisfied, waived
            in writing by the Required Banks (the "Closing Date"):

            10.2.1. Revolving Credit Agreement. The Agent shall have received
      this Agreement duly executed and delivered by each of the Banks and the
      Company and each of the Banks shall have received a fully executed
      Committed Note and a fully executed Bid Note, if such Notes are requested
      by any Bank pursuant to Section 12.9.

            10.2.2. Evidence of Corporate Action. The Agent shall have received
      certified copies of all corporate actions taken by the Company to
      authorize this Agreement and the Notes.

            10.2.3. Incumbency and Signatures. The Agent shall have received a
      certificate of the Secretary or an Assistant Secretary of the Company
      certifying the names of the officer or officers of the Company authorized
      to sign this Agreement, the Notes and the other documents provided for in
      this Agreement to be executed by the Company, together with a sample of
      the true signature of each such officer (it being understood that the

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                                      -36-

      Agent and each Bank may conclusively rely on such certificate until
      formally advised by a like certificate of any changes therein).

            10.2.4. Good Standing Certificates. The Agent shall have received
      such good standing certificates of state officials with respect to the
      incorporation of the Company, or other matters, as the Agent or the Banks
      may reasonably request.

            10.2.5. Opinions of Company Counsel. The Agent shall have received
      favorable written opinions of O'Melveny & Myers LLP, counsel for the
      Company, in substantially the form of Exhibit G, and the General Counsel
      of the Company, in substantially the form of Exhibit H.

            10.2.6. Opinion of Agent's Counsel. The Agent shall have received a
      favorable written opinion of Milbank, Tweed, Hadley & McCloy LLP, special
      New York counsel to the Agent, with respect to such legal matters as the
      Agent reasonably may require.

            10.2.7. Other Documents. The Agent shall have received such other
      certificates and documents as the Agent or the Banks reasonably may
      require.

            10.2.8. Fees. The Agent shall have received for the account of the
      Agent the Agent's fees payable to the Funding Date pursuant to Section 4.6
      hereof.

            10.2.9. Material Adverse Change. The Agent shall have received a
      certificate of the Company's chief financial officer confirming that since
      the date of the audited financial statements identified in Section 8.4
      hereof, there shall not have occurred any material adverse change in the
      business, credit, operations or financial condition of the Company and its
      Subsidiaries taken as a whole.

            10.2.10. Termination of Revolving Credit Facility. The Company shall
      have paid all amounts owing and otherwise satisfied and discharged all of
      its obligations arising under the $1,050,000,000 3-Year Credit Agreement,
      dated as of October 17, 2003, among the Company, the Agent and the banks
      named therein, and such agreement shall have been terminated and be of no
      further force and effect, evidence of which shall have been made available
      to the Agent.

            SECTION 11. EVENTS OF DEFAULT AND THEIR EFFECT.

            Section 11.1. Events of Default. Each of the following shall
            constitute an Event of Default under this Agreement:

            11.1.1. Non-Payment of the Loans, etc. Default in the payment when
      due of any principal of any Loan or default and continuance thereof for
      three Business Days in the payment when due of any interest on any Loan,
      any fees or any other amounts payable by the Company hereunder.

            11.1.2. Non-Payment of Other Indebtedness for Borrowed Money.
      Default in the payment when due (subject to any applicable grace period),
      whether by acceleration or

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                                      -37-

      otherwise, of any principal of, interest on or fees incurred in connection
      with any other Indebtedness of, or Guaranteed by, the Company or any
      Significant Subsidiary (except (i) any such Indebtedness of any Subsidiary
      to the Company or to any other Subsidiary and (ii) any Indebtedness
      hereunder) and, if a default in the payment of interest or fees,
      continuance of such default for five days, in the case of interest, or 30
      days, in the case of fees, or default in the performance or observance of
      any obligation or condition with respect to any such other Indebtedness if
      the effect of such default (subject to any applicable grace period) is to
      accelerate the maturity of any such Indebtedness or to permit the holder
      or holders thereof, or any trustee or agent for such holders, to cause
      such Indebtedness to become due and payable prior to its expressed
      maturity; provided, however, that the aggregate principal amount of all
      Indebtedness as to which there has occurred any default as described above
      shall equal or exceed $50,000,000.

            11.1.3. Bankruptcy, Insolvency, etc. The Company or any Significant
      Subsidiary becomes insolvent or generally fails to pay, or admits in
      writing its inability or refusal to pay, debts as they become due; or the
      Company or any Significant Subsidiary applies for, consents to, or
      acquiesces in the appointment of a trustee, receiver or other custodian
      for the Company or such Significant Subsidiary or any property thereof, or
      makes a general assignment for the benefit of creditors; or, in the
      absence of such application, consent or acquiescence, a trustee, receiver
      or other custodian is appointed for the Company or any Significant
      Subsidiary or for a substantial part of the property of any thereof and is
      not discharged within 60 days; or any warrant of attachment or similar
      legal process is issued against any substantial part of the property of
      the Company or any of its Significant Subsidiaries which is not released
      within 60 days of service; or any bankruptcy, reorganization, debt
      arrangement, or other case or proceeding under any bankruptcy or
      insolvency law, or any dissolution or liquidation proceeding (except the
      voluntary dissolution, not under any bankruptcy or insolvency law, of a
      Significant Subsidiary), is commenced in respect of the Company or any
      Significant Subsidiary, and, if such case or proceeding is not commenced
      by the Company or such Significant Subsidiary it is consented to or
      acquiesced in by the Company or such Significant Subsidiary or remains for
      60 days undismissed; or the Company or any Significant Subsidiary takes
      any corporate action to authorize, or in furtherance of, any of the
      foregoing.

            11.1.4. Non-Compliance with this Agreement. Failure by the Company
      to comply with or to perform any of the Company's covenants herein or any
      other provision of this Agreement (and not constituting an Event of
      Default under any of the other provisions of this Section 11.1) and
      continuance of such failure for 60 days (or, if the Company failed to give
      notice of such noncompliance or nonperformance pursuant to Section 9.1.4
      within one Business Day after obtaining actual knowledge thereof, 60 days
      less the number of days elapsed between the date the Company obtained such
      actual knowledge and the date the Company gives the notice pursuant to
      Section 9.1.4, but in no event less than one Business Day) after notice
      thereof to the Company from the Agent, any Bank, or the holder of any
      Note.

            11.1.5. Representations and Warranties. Any representation or
      warranty made by the Company herein is untrue or misleading in any
      material respect when made or

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                                      -38-

      deemed made; or any schedule, statement, report, notice, or other writing
      furnished by the Company to the Agent or any Bank is false or misleading
      in any material respect on the date as of which the facts therein set
      forth are stated or certified; or any certification made or deemed made by
      the Company to the Agent or any Bank is untrue or misleading in any
      material respect on or as of the date made or deemed made.

            11.1.6. Employee Benefit Plans. The occurrence of any of the
      following events, provided that such event would reasonably be expected to
      require payment by the Company or a Subsidiary of an amount in excess of
      $10,000,000: (i) the institution by the Company or any ERISA Affiliate of
      steps to terminate any Plan, (ii) the institution by the PBGC of steps to
      terminate any Plan; or (iii) a contribution failure occurs with respect to
      a Plan sufficient to give rise to a lien under Section 302(f) of ERISA
      securing an amount in excess of $10,000,000.

            11.1.7. Judgments. There shall be entered against the Company or any
      Subsidiary one or more judgments or decrees in excess of $50,000,000 in
      the aggregate at any one time outstanding for the Company and all
      Subsidiaries and all such judgments or decrees shall not have been
      vacated, discharged, stayed or bonded pending appeal within 60 days from
      the entry thereof, excluding those judgments or decrees for and to the
      extent to which the Company or any Subsidiary (i) is insured and with
      respect to which the insurer has not denied coverage in writing or (ii) is
      otherwise indemnified if the terms of such indemnification are
      satisfactory to the Required Banks.

            11.1.8. Change of Ownership. AIG shall cease to own beneficially,
      directly or indirectly, at least 51% of all of the outstanding shares of
      the common stock of the Company.

            Section 11.2. Effect of Event of Default. If any Event of Default
            described in Section 11.1.3 shall occur, the Commitments (if they
            have not theretofore terminated) shall immediately terminate and all
            Loans and all interest and other amounts due hereunder shall become
            immediately due and payable, all without presentment, demand or
            notice of any kind; and, in the case of any other Event of Default,
            the Agent may, and upon written request of the Required Banks shall,
            declare the Commitments (if they have not theretofore terminated) to
            be terminated and all Loans and all interest and other amounts due
            hereunder to be due and payable, whereupon the Commitments (if they
            have not theretofore terminated) shall immediately terminate and all
            Loans and all interest and other amounts due hereunder shall become
            immediately due and payable, all without presentment, demand or
            notice of any kind. The Agent shall promptly advise the Company and
            each Bank of any such declaration, but failure to do so shall not
            impair the effect of such declaration.

            SECTION 12. THE AGENT.

            Section 12.1. Authorization. Each Bank and the holder of each Loan
            or interest therein authorizes the Agent to act on behalf of such
            Bank or holder to the extent provided herein and in any other
            document or instrument delivered hereunder or in connection
            herewith, and to take such other action as may be reasonably
            incidental thereto. Subject to the provisions of Section 12.3, the
            Agent will take

                                Credit Agreement


                                      -39-

      such action permitted by any agreement delivered in connection with this
      Agreement as may be requested in writing by the Required Banks or if
      required under Section 13.1, all of the Banks. The Agent shall promptly
      remit in immediately available funds to each Bank or other holder its
      share of all payments received by the Agent for the account of such Bank
      or holder, and shall promptly transmit to each Bank (or share with each
      Bank the contents of) each notice it receives from the Company pursuant to
      this Agreement.

            Section 12.2. Indemnification. The Banks agree to indemnify the
            Agent in its capacity as such (to the extent not reimbursed by the
            Company), ratably according to their respective Percentages
            (determined at the time such indemnity is sought), from and against
            any and all actions, causes of action, suits, losses, liabilities,
            damages and expenses which may at any time (including, without
            limitation, at any time following the repayment of the Loans) be
            imposed on, incurred by or asserted against the Agent in any way
            relating to or arising out of this Agreement, or any documents
            contemplated by or referred to herein or the transactions
            contemplated hereby or any action taken or omitted by the Agent
            under or in connection with any of the foregoing; provided, that no
            Bank shall be liable for the payment to the Agent of any portion of
            such actions, causes of action, suits, losses, liabilities, damages
            and expenses resulting from the Agent's or its employees' or agents'
            gross negligence or willful misconduct. Without limiting the
            foregoing, subject to Section 13.5 each Bank agrees to reimburse the
            Agent promptly upon demand for its ratable share (determined at the
            time such reimbursement is sought) of any out-of-pocket expenses
            (including reasonable counsel fees) incurred by the Agent in such
            capacity in connection with the preparation, execution or
            enforcement of, or legal advice in respect of rights or
            responsibilities under, this Agreement or any amendments or
            supplements hereto or thereto to the extent that the Agent is not
            reimbursed for such expenses by the Company. All obligations
            provided for in this Section 12.2 shall survive repayment of the
            Loans, cancellation of the Notes or any termination of this
            Agreement.

            Section 12.3. Action on Instructions of the Required Banks. As to
            any matters not expressly provided for by this Agreement (including,
            without limitation, enforcement or collection of the Loans), the
            Agent shall not be required to exercise any discretion or take any
            action, but the Agent shall in all cases be fully protected in
            acting or refraining from acting upon the written instructions from
            (i) the Required Banks, except for instructions which under the
            express provisions hereof must be received by the Agent from all
            Banks and (ii) in the case of such instructions, from all Banks. In
            no event will the Agent be required to take any action which exposes
            the Agent to personal liability or which is contrary to this
            Agreement or applicable law. The relationship between the Agent and
            the Banks is and shall be that of agent and principal only and
            nothing herein contained shall be construed to constitute the Agent
            a trustee for any holder of a Loan or of a participation therein nor
            to impose on the Agent duties and obligations other than those
            expressly provided for herein.

            Section 12.4. Payments. (a) The Agent shall be entitled to assume
            that each Bank has made its Loan available in accordance with
            Section 2.3 or Section 3.2(c), as applicable, unless such Bank
            notifies the Agent at its Notice Office prior to 11:00 a.m., New
            York City time, on the Funding Date for such Loan that it does not
            intend to make such Loan available, it being understood that no such
            notice shall relieve such Bank of any of its obligations under this
            Agreement. If

                                Credit Agreement


                                      -40-

      the Agent makes any payment to the Company on the assumption that a Bank
      has made the proceeds of such Loan available to the Agent but such Bank
      has not in fact made the proceeds of such Loan available to the Agent,
      such Bank shall pay to the Agent on demand an amount equal to the amount
      of such Bank's Loan, together with interest thereon for each day that
      elapses from and including such Funding Date to but excluding the Business
      Day on which the proceeds of such Bank's Loan become immediately available
      to the Agent at its Payment Office prior to 12:00 Noon, New York City
      time, at the Federal Funds Rate for each such day, based upon a year of
      360 days. A certificate of the Agent submitted to any Bank with respect to
      any amounts owing under this Section 12.4(a) shall be conclusive absent
      demonstrable error. If the proceeds of such Bank's Loan are not made
      available to the Agent at its Payment Office by such Bank within three
      Business Days of such Funding Date, the Agent shall be entitled to recover
      such amount upon two Business Days' demand from the Company, together with
      interest thereon for each day that elapses from and including such Funding
      Date to but excluding the Business Day on which such proceeds become
      immediately available to the Agent prior to 12:00 Noon, New York City
      time, (i) in the case of a Bid Loan, at the rate per annum applicable
      thereto and (ii) in the case of a Committed Loan, at the rate per annum
      applicable to Base Rate Loans hereunder, in either case based upon a year
      of 360 days. Nothing in this paragraph (a) shall relieve any Bank of any
      obligation it may have hereunder to make any Loan or prejudice any rights
      which the Company may have against any Bank as a result of any default by
      such Bank hereunder.

            (b) The Agent shall be entitled to assume that the Company has made
all payments due hereunder from the Company on the due date thereof unless it
receives notification prior to any such due date from the Company that the
Company does not intend to make any such payment, it being understood that no
such notice shall relieve the Company of any of its obligations under this
Agreement. If the Agent distributes any payment to a Bank hereunder in the
belief that the Company has paid to the Agent the amount thereof but the Company
has not in fact paid to the Agent such amount, such Bank shall pay to the Agent
on demand (which shall be made by facsimile or personal delivery) an amount
equal to the amount of the payment made by the Agent to such Bank, together with
interest thereon for each day that elapses from and including the date on which
the Agent made such payment to but excluding the Business Day on which the
amount of such payment is returned to the Agent at its Payment Office in
immediately available funds prior to 12:00 Noon, New York City time, at the
Federal Funds Rate for each such day, based upon a year of 360 days. If the
amount of such payment is not returned to the Agent in immediately available
funds within three Business Days after demand by the Agent, such Bank shall pay
to the Agent on demand an amount calculated in the manner specified in the
preceding sentence after substituting the term "Base Rate" for the term "Federal
Funds Rate". A certificate of the Agent submitted to any Bank with respect to
amounts owing under this Section 12.4(b) shall be conclusive absent demonstrable
error.

            Section 12.5. Exculpation. The Agent shall be entitled to rely upon
            advice of counsel concerning legal matters, and upon this Agreement
            and any Note, security agreement, schedule, certificate, statement,
            report, notice or other writing which it believes to be genuine or
            to have been presented by a proper person. Neither the Agent nor any
            of its directors, officers, employees or agents shall (i) be
            responsible for any recitals, representations or warranties
            contained in, or for the execution, validity, genuineness,
            effectiveness or enforceability of, this Agreement, any Note or any
            other instrument or document delivered hereunder or

                                Credit Agreement


                                      -41-

            in connection herewith, (ii) be deemed to have knowledge of an Event
            of Default or Unmatured Event of Default until after having received
            actual notice thereof from the Company or a Bank, (iii) be under any
            duty to inquire into or pass upon any of the foregoing matters, or
            to make any inquiry concerning the performance by the Company or any
            other obligor of its obligations or (iv) in any event, be liable as
            such for any action taken or omitted by it or them, except for its
            or their own gross negligence or willful misconduct. The agency
            hereby created shall in no way impair or affect any of the rights
            and powers of, or impose any duties or obligations upon, the Agent
            in its individual capacity.

            Section 12.6. Credit Investigation. Each Bank acknowledges, and
            shall cause each Assignee or Participant to acknowledge in its
            assignment or participation agreement with such Bank, that it has
            (i) made and will continue to make such inquiries and has taken and
            will take such care on its own behalf as would have been the case
            had the Loans been made directly by such Bank or other applicable
            Person to the Company without the intervention of the Agent or any
            other Bank and (ii) independently and without reliance upon the
            Agent or any other Bank, and based on such documents and information
            as it has deemed appropriate, made and will continue to make its own
            credit analysis and decisions relating to this Agreement. Each Bank
            agrees and acknowledges, and shall cause each Assignee or
            Participant to agree and acknowledge in its assignment or
            participation agreement with such Bank, that the Agent makes no
            representations or warranties about the creditworthiness of the
            Company or any other party to this Agreement or with respect to the
            legality, validity, sufficiency or enforceability of this Agreement
            or any Note.

            Section 12.7. CUSA and Affiliates. CUSA and each of its successors
            as Agent shall have the same rights and powers hereunder as any
            other Bank and may exercise or refrain from exercising the same as
            though it were not the Agent, and CUSA and any such successor and
            its Affiliates may accept deposits from, lend money to and generally
            engage, and continue to engage, in any kind of business with the
            Company or any Affiliate thereof as if CUSA or such successor were
            not the Agent hereunder.

            Section 12.8. Resignation. The Agent may resign as such at any time
            upon at least 30 days' prior notice to the Company and the Banks. In
            the event of any such resignation, Banks having an aggregate
            Percentage of more than 50% shall as promptly as practicable appoint
            a successor Agent from among the Banks reasonably acceptable to the
            Company (no such acceptance being required if an Event of Default
            has occurred and is continuing). If no successor Agent shall have
            been so appointed, and shall have accepted such appointment, within
            30 days after the retiring Agent's giving of notice of resignation,
            then the retiring Agent may, on behalf of the Banks, appoint a
            successor Agent from among the Banks reasonably acceptable to the
            Company (no such acceptance being required if an Event of Default
            has occurred and is continuing), which shall be a commercial bank
            organized under the laws of the United States of America or of any
            State thereof or under the laws of another country which is doing
            business in the United States of America and having a combined
            capital, surplus and undivided profits of at least $1,000,000,000.
            Upon the acceptance of any appointment as Agent hereunder by a
            successor agent, such successor Agent shall thereupon succeed to and
            become vested with all the rights, powers, privileges and duties of
            the retiring Agent, and the retiring Agent shall be discharged from
            all further duties and obligations under this Agreement. After any
            retiring Agent's

                                Credit Agreement


                                      -42-

            resignation hereunder as Agent, the provisions of this Section 12
            shall inure to its benefit as to any actions taken or omitted to be
            taken by it while it was Agent under this Agreement.

            Section 12.9. The Register; the Notes.

            (a) The Agent, acting on behalf of the Company, shall maintain a
register for the inscription of the names and addresses of Banks and the
Commitments and Loans of each Bank from time to time (the "Register"). The
Company, the Banks, and the Agent may treat each Person whose name is inscribed
in the Register as a Bank hereunder for all purposes of this Agreement. The
Register shall be available for inspection by the Company, the Agent, or any
Bank at any reasonable time and from time to time upon reasonable prior notice.

            (b) The Agent shall inscribe in the Register the Commitments and the
Bid Loans and Committed Loans from time to time of each Bank, the amount of each
Bank's participation in outstanding Bid Loans and Committed Loans and each
repayment or prepayment in respect of the principal amount of the Bid Loans and
Committed Loans of each Bank, the principal amount owing from time to time by
the Company in respect of each Bid Loan and each Committed Loan to each Bank of
such Loans and the dates on which the Loan Period for each such Loan shall begin
and end. Any such inscription shall be conclusive and binding on the Company and
each Bank, absent manifest or demonstrable error; provided that failure to make
any such inscription, or any error in such inscription, shall not affect any of
the Company's obligations in respect of the applicable Loans. The inscription in
the Register of the principal amount owing from time to time by the Company in
respect of each Loan shall constitute an unconditional and irrevocable covenant
by the Company in favor of the Person whose name is so inscribed as the Bank in
respect of such Loan that the Company will make all payments of principal and
interest in respect of the Loan in accordance with this Agreement, make all
other payments required by this Agreement to be made by it in respect of such
Loan and otherwise perform all of its obligations under this Agreement in full
and by the due date.

            (c) Each Bank shall record on its internal records the amount of
each Loan made by it and each payment in respect thereof; provided that in the
event of any inconsistency between the Register and any Bank's records, the
inscriptions in the Register shall govern, absent manifest or demonstrable
error.

            (d) If so requested by any Bank by written notice to the Company
(with a copy to Agent) at least two Business Days prior to the Closing Date or
at any time thereafter, the Company shall execute and deliver to such Bank
(and/or, if so specified in such notice, any Person who is an assignee of such
Bank pursuant to Section 13.4.1 hereof) promptly after receipt of such notice, a
Bid Note or Committed Note, as applicable, substantially in the form of Exhibit
D or Exhibit E hereto, respectively.

            SECTION 13. GENERAL.

            Section 13.1. Waiver; Amendments. No delay on the part of the Agent,
            any Bank, or the holder of any Loan in the exercise of any right,
            power or remedy shall operate as a waiver thereof, nor shall any
            single or partial exercise by any of them of any right, power or
            remedy preclude other or further exercise thereof, or

                                Credit Agreement


                                      -43-

            the exercise of any other right, power or remedy. No amendment,
            modification or waiver of, or consent with respect to, any provision
            of this Agreement or the Notes shall in any event be effective
            unless the same shall be in writing and signed and delivered by the
            Agent and by Banks having an aggregate Percentage of not less than
            the aggregate Percentage expressly designated herein with respect
            thereto or, in the absence of such designation as to any provision
            of this Agreement or the Notes, by the Required Banks, and then any
            amendment, modification, waiver or consent shall be effective only
            in the specific instance and for the specific purpose for which
            given. No amendment, modification, waiver or consent (i) shall
            extend (other than in accordance with Section 13.8(a)) or increase
            the amount of the Commitments, extend the maturity of any Commitment
            or Loan, change the definition of "Required Banks" or "Percentage"
            in Section 1, amend or modify Section 4.1, or change any of the
            defined terms used in Section 4.1, amend or modify Section 4.4,
            Section 4.5, Section 4.7, Section 6.2(a), Section 11.1.1, Section
            11.1.8, or this Section 13.1 or otherwise change the aggregate
            Percentage required to effect an amendment, modification, waiver or
            consent without the written consent of all Banks, (ii) shall modify
            or waive any of the conditions precedent specified in Section 10.1
            for the making of any Loan without the written consent of the Bank
            which is to make such Loan or (iii) shall extend the scheduled
            maturity or reduce the principal amount of, or rate of interest on,
            reduce or waive any fee hereunder or extend the due date for or
            waive any amount payable under, any Loan without the written consent
            of the holder of the Commitment or Loan adversely affected thereby.
            Amendments, modifications, waivers and consents of the type
            described in clause (iii) of the preceding sentence with respect to
            Bid Loans or Bid Notes may be effected with the written consent of
            the holder of such Bid Loans or Bid Notes and no consent of any
            other Bank or other holder shall be required in connection
            therewith. No provisions of Section 12 shall be amended, modified or
            waived without the Agent's written consent.

            Section 13.2. Notices.

            (a) Subject to paragraphs (b) through (f) of this Section, all
notices, requests and demands to or upon the respective parties hereto to be
effective shall be either (x) in writing (including by telecopy, encrypted or
unencrypted) or (y) as and to the extent set forth in Section 13.2(b) and in the
proviso to this Section 13.2(a) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered or, in the case
of telecopy or e-mail notice, when received, addressed to the Company, the Agent
or such Bank (or other holder) at its address shown across from its name on
Schedule III hereto or at such other address as it may, by written notice
received by the other parties to this Agreement, have designated as its address
for such purpose; provided, that notices hereunder shall not be given or made to
the Company by e-mail; provided, further, that any notice, request or demand to
or upon the Agent or the Banks pursuant to Sections 2.2(a), 3.2(a) or 5.2 shall
not be effective until received.

            (b) The Company hereby agrees that, unless otherwise requested by
the Agent, it will provide to the Agent all information, documents and other
materials that it is obligated to furnish to the Agent pursuant to this
Agreement, including, without limitation, all notices, requests, financial
statements, financial and other reports, certificates and other information
materials, but excluding any such communication that (i) relates to a request
for a new, or a

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                                      -44-

conversion of an existing, borrowing or other extension of credit (including any
election of an interest rate or interest period relating thereto), (ii) relates
to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) provides notice of any Unmatured Event of
Default or Event of Default under this Agreement, (iv) is required to be
delivered to satisfy any condition precedent to the effectiveness of this
Agreement and/or any borrowing or other extension of credit hereunder or (v)
initiates or responds to legal process (all such non-excluded information being
referred to herein collectively as the "Communications") by transmitting the
Communications in an electronic/soft medium (with such Communications to contain
any required signatures) in a format acceptable to the Agent to
oploanswebadmin@citigroup.com (or such other e-mail address designated by the
Agent from time to time); provided that if requested in writing by any Bank, the
Company will provide to such Bank a hard copy of its financial statements
required to be provided hereunder.

            (c) Each party hereto agrees that the Agent may make the
Communications available to the Banks by posting the Communications on
IntraLinks or another relevant website, if any, to which each Bank and the Agent
have access (whether a commercial, third-party website or whether sponsored by
the Agent) (the "Platform"). Nothing in this Section 13.2 shall prejudice the
right of the Agent to make the Communications available to the Banks in any
other manner specified in this Agreement.

            (d) The Company hereby acknowledges that certain of the Banks may be
"public-side" Banks (i.e., Banks that do not wish to receive material non-public
information with respect to the Company or its securities) (each, a "Public
Bank"). The Borrower hereby agrees that (i) Communications that are to be made
available on the Platform to Public Banks shall be clearly and conspicuously
marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall
appear prominently on the first page thereof, (ii) by marking Communications
"PUBLIC," the Company shall be deemed to have authorized the Agent and the Banks
to treat such Communications as either publicly available information or not
material information (although it may be sensitive and proprietary) with respect
to the Company or its securities for purposes of United States Federal and state
securities laws, (iii) all Communications marked "PUBLIC" are permitted to be
made available through a portion of the Platform designated "Public Bank," and
(iv) the Agent shall be entitled to treat any Communications that are not marked
"PUBLIC" as being suitable only for posting on a portion of the Platform not
designated "Public Bank."

            (e) Each Bank agrees that e-mail notice to it (at the address
provided pursuant to the next sentence and deemed delivered as provided in the
next paragraph) specifying that Communications have been posted to the Platform
shall constitute effective delivery of such Communications to such Bank for
purposes of this Agreement. Each Bank agrees (i) to notify the Agent in writing
(including by electronic communication) from time to time to ensure that the
Agent has on record an effective e-mail address for such Bank to which the
foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address.

            (f) Each party hereto acknowledges that (i) the distribution of
material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution, (ii) the
Platform is provided "as is" and "as available," (iii)

                                Credit Agreement


                                      -45-

none of the Agent, its affiliates nor any of their respective officers,
directors, employees, agents, advisors or representatives (collectively, the
"Citigroup Parties") warrants the adequacy, accuracy or completeness of the
Communications or the Platform , and each Citigroup Party expressly disclaims
liability for errors or omissions in any Communications or the Platform, and
(iv) no warranty of any kind, express, implied or statutory, including, without
limitation, any warranty of merchantability, fitness for a particular purpose,
non-infringement of third party rights or freedom from viruses or other code
defects, is made by any Citigroup Party in connection with any Communications or
the Platform.

            Section 13.3. Computations. Where the character or amount of any
            asset or liability or item of income or expense is required to be
            determined, or any consolidation or other accounting computation is
            required to be made, for the purpose of this Agreement, such
            determination or calculation shall, at any time and to the extent
            applicable and except as otherwise specified in this Agreement, be
            made in accordance with generally accepted accounting principles in
            the United States of America applied on a basis consistent with
            those in effect as at the date of the Company's audited financial
            statements referred to in Section 8.4. If there should be any
            material change in generally accepted accounting principles in the
            United States of America after the date hereof which materially
            affects the financial covenants in this Agreement, the parties
            hereto agree to negotiate in good faith appropriate revisions of
            such covenants (it being understood, however, that such covenants
            shall remain in full force and effect in accordance with their
            existing terms pending the execution by the Company and the Required
            Banks of any such amendment).

            Section 13.4. Assignments; Participations. Each Bank may assign, or
            sell participations in, its Loans and its Commitment to one or more
            other Persons in accordance with this Section 13.4 (and the Company
            consents to the disclosure of any information obtained by any Bank
            in connection herewith to any actual or prospective Assignee or
            Participant).

            Section 13.4.1. Assignments. Any Bank may with the written consents
of the Company and the Agent (which consents will not be unreasonably withheld
or delayed) at any time assign and delegate to one or more Eligible Assignees
(any Person to whom an assignment and delegation is made being herein called an
"Assignee") all or any fraction of such Bank's Loans and Commitment (which
assignment and delegation shall be of a constant, and not a varying, percentage
of such assigning Bank's Loans and Commitment); each such assignment of a Bank's
Commitment shall be in the minimum amount of $10,000,000 or in integral
multiples of $1,000,000 in excess thereof; provided, that any such Assignee will
comply, if applicable, with the provisions contained in the first sentence of
Section 6.4(b) and in Section 6.4(c), Section 6.4(d), Section 6.4(e) and Section
6.4(g) and shall be deemed to have made, on the date of the effectiveness of
such assignment and delegation, the representation and warranty set forth in the
second sentence of Section 6.4(b); and provided, further, that the Company and
the Agent shall be entitled to continue to deal solely and directly with such
assigning Bank in connection with the interests so assigned and delegated to an
Assignee until such assigning Bank and/or such Assignee shall have:

                                Credit Agreement


                                      -46-

            (i) given written notice of such assignment and delegation, together
      with payment instructions, addresses and related information with respect
      to such Assignee, substantially in the form of Exhibit I, to the Company
      and the Agent;

            (ii) provided evidence satisfactory to the Company and the Agent
      that, as of the date of such assignment and delegation, the Company will
      not be required to pay any costs, fees, taxes or other amounts of any kind
      or nature with respect to the interest assigned in excess of those payable
      by the Company with respect to such interest prior to such assignment;

            (iii) paid to the Agent for the account of the Agent a processing
      fee of $3,500; and

            (iv) provided to the Agent evidence reasonably satisfactory to the
      Agent that the assigning Bank has complied with the provisions of the last
      sentence of Section 12.6.

Upon receipt of the foregoing items and the consents of the Company and the
Agent, (x) the Assignee shall be deemed automatically to have become a party
hereto and, to the extent that rights and obligations hereunder have been
assigned and delegated to such Assignee, such Assignee shall have the rights and
obligations of a Bank hereunder and under the other instruments and documents
executed in connection herewith and (y) the assigning Bank, to the extent that
rights and obligations hereunder have been assigned and delegated by it, shall
be released from its obligations hereunder. The Agent may from time to time (and
upon the request of the Company or any Bank after any change therein shall)
distribute a revised Schedule I indicating any changes in the Banks party hereto
or the respective Percentages of such Banks and update the Register. Within five
Business Days after the Company's receipt of notice from the Agent of the
effectiveness of any such assignment and delegation, if requested by the
Assignee in accordance with Section 12.9, the Company shall execute and deliver
to the Agent (for delivery to the relevant Assignee) new Notes in favor of such
Assignee and, if the assigning Bank has retained Loans and a Commitment
hereunder and if so requested by such Bank in accordance with Section 12.9,
replacement Notes in favor of the assigning Bank (such Notes to be in exchange
for, but not in payment of, the Notes previously held by such assigning Bank).
Each such Note shall be dated the date of the predecessor Notes. The assigning
Bank shall promptly mark the predecessor Notes, if any, "exchanged" and deliver
them to the Company. Any attempted assignment and delegation not made in
accordance with this Section 13.4.1 shall be null and void.

            The foregoing consent requirement shall not be applicable in the
case of, and this Section 13.4.1 shall not restrict, any assignment or other
transfer by any Bank of all or any portion of such Bank's Loans or Commitment to
(i) any Federal Reserve Bank (provided, that such Federal Reserve Bank shall not
be considered a "Bank" for purposes of this Agreement) or (ii) any Affiliate of
such Bank (provided, that the assigning or transferring Bank shall give notice
of such assignment or transfer to the Agent and the Company). Further, the
foregoing consent requirement of the Company shall not be applicable if an Event
of Default has occurred and is continuing.

                                Credit Agreement


                                      -47-

            The Company, each Bank, and each Assignee acknowledge and agree that
after receipt by the Agent of the items and consents required by this Section
each Assignee shall be considered a Bank for all purposes of this Agreement
(including without limitation Sections 6.4, 7.1, 7.4, 13.5 and 13.6) and by its
acceptance of an assignment herein, each Assignee agrees to be bound by the
provisions of this Agreement (including without limitation Section 6.4).

            Section 13.4.2. Participations. Any Bank may at any time sell to one
or more commercial banks or other Persons (any such commercial bank or other
Person being herein called a "Participant") participating interests in any of
its Loans, its Commitment or any other interest of such Bank hereunder;
provided, however, that

            (a) no participation contemplated in this Section 13.4.2 shall
      relieve such Bank from its Commitment or its other obligations hereunder;

            (b) such Bank shall remain solely responsible for the performance of
      its Commitment and such other obligations hereunder and such Bank shall
      retain the sole right and responsibility to enforce the obligations of the
      Company hereunder, including the right to approve any amendment,
      modification or waiver of any provision of this Agreement (subject to
      Section 13.4.2(d) below);

            (c) the Company and the Agent shall continue to deal solely and
      directly with such Bank in connection with such Bank's rights and
      obligations under this Agreement;

            (d) no Participant, unless such Participant is an Affiliate of such
      Bank, or is itself a Bank, shall be entitled to require such Bank to take
      or refrain from taking any action hereunder, except that such Bank may
      agree with any Participant that such Bank will not, without such
      Participant's consent, take any actions of the type described in the third
      sentence of Section 13.1;

            (e) the Company shall not be required to pay any amount under
      Sections 4.1, 6.4 or 7.1 that is greater than the amount which the Company
      would have been required to pay had no participating interest been sold;

            (f) no Participant may further participate any interest in any
      Committed Loan (and each participation agreement shall contain a
      restriction to such effect);

            (g) to the extent permitted by applicable law, each Participant
      shall be considered a Bank for purposes of Section 6.4, Section 7.1,
      Section 7.4, Section 13.5 and Section 13.6 and by its acceptance of a
      participating interest in any Loan, Commitment or any other interest of a
      Bank hereunder, each Participant agrees (i) that it is bound by, and
      agrees to deliver all documentation required under, the provisions of
      Section 6.2(b) and Section 6.4 as if such Participant were a Bank, and
      (ii) it is not entitled to any benefits under Section 6.4 or Section 7.1
      unless it is in full compliance with all requirements imposed on Banks
      under any of those Sections; and

                                Credit Agreement


                                      -48-

            (h) such Bank shall have provided to the Agent evidence reasonably
      satisfactory to the Agent that such Bank has complied with the provisions
      of the last sentence of Section 12.6.

      Any Bank (a "Granting Bank") may grant to a special purpose funding
vehicle organized under the laws of the United States of America or any State
thereof (a "SPV") of such Granting Bank, identified as such in writing from time
to time by the Granting Bank to the Agent and the Company, the option to provide
to the Company all or any part of its Loans that such Granting Bank would
otherwise be obligated to make to the Company pursuant to this Agreement;
provided, that (i) such SPV shall be deemed to be a Participant for purposes of
this Section 13.4.2, (ii) nothing herein shall constitute a commitment by any
SPV to make any Loan, (iii) if a SPV elects not to exercise such option or
otherwise fails to provide all or any part of such Loan, the Granting Bank shall
be obligated to make such Loan pursuant to the terms hereof and (iv) the Company
shall not be required to pay any amount under Sections 13.5 or 13.6 that is
greater than the amount which the Company would have been required to pay had
such SPV not provided the Company with any part of any Loan of such Granting
Bank. The making of a Loan by a SPV hereunder shall utilize the Commitment of
the Granting Bank to the same extent, and as if, such Loan were made by such
Granting Bank. Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or similar payment obligation under this Agreement (any indemnity,
liability or other payment obligation, including but not limited to any tax
liabilities that occur by reason of such funding by the SPV, shall remain the
obligation of the Granting Bank). In furtherance of the foregoing, each party
hereto agrees (which agreement shall survive the termination of this Agreement)
that, prior to the date that is one year and one day after the payment in full
of all outstanding commercial paper or other senior indebtedness of any SPV, it
will not institute against, or join any other Person in instituting against,
such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In
addition, notwithstanding anything contrary contained in this Section 13.4.2,
any SPV may (i) with notice to, but without the prior written consent of, the
Company and the Agent and without paying any processing fee therefor, assign all
or a portion of its interests in any Loans to the Granting Bank providing
liquidity and/or credit support to or for the account of such SPV to support the
funding or maintenance of Loans and (ii) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPV. This paragraph may not be amended without the written
consent of any SPV at the time holding all or any part of any Loans under this
Agreement (which consent shall not be unreasonably withheld or delayed).

            Section 13.5. Costs, Expenses and Taxes. The Company agrees to pay
            on demand (a) all reasonable out-of-pocket costs and expenses of the
            Agent (including the reasonable fees and out-of-pocket expenses of
            counsel for the Agent (and of local counsel, if any, who may be
            retained by said counsel)), in connection with the preparation,
            execution, delivery and administration of this Agreement, the Notes
            and all other instruments or documents provided for herein or
            delivered or to be delivered hereunder or in connection herewith and
            (b) all out-of-pocket costs and expenses (including reasonable
            attorneys' fees and legal expenses and allocated costs of staff
            counsel) incurred by the Agent and each Bank in connection with the
            enforcement of this Agreement, the Notes or any such other
            instruments or documents. Each Bank agrees to reimburse the Agent

                                Credit Agreement


                                      -49-

            for such Bank's pro rata share (based upon its respective Percentage
            determined at the time such reimbursement is sought) of any such
            costs or expenses incurred by the Agent on behalf of all the Banks
            and not paid by the Company other than any fees and out-of-pocket
            expenses of counsel for the Agent which exceed the amount which the
            Company has agreed with the Agent to reimburse. In addition, the
            Company agrees to pay, and to hold the Agent and the Banks harmless
            from all liability for, any stamp or other Taxes which may be
            payable in connection with the execution and delivery of this
            Agreement, the borrowings hereunder, the issuance of the Notes (if
            any) or the execution and delivery of any other instruments or
            documents provided for herein or delivered or to be delivered
            hereunder or in connection herewith. All obligations provided for in
            this Section 13.5 shall survive repayment of the Loans, cancellation
            of the Notes or any termination of this Agreement.

            Section 13.6. Indemnification. In consideration of the execution and
            delivery of this Agreement by the Agent and the Banks, the Company
            hereby agrees to indemnify, exonerate and hold each of the Banks,
            the Agent, the Affiliates of each of the Banks and the Agent, and
            each of the officers, directors, employees and agents of the Banks,
            the Agent and the Affiliates of each of the Banks and the Agent
            (collectively herein called the "Bank Parties" and individually
            called a "Bank Party") free and harmless from and against any and
            all actions, causes of action, suits, losses, liabilities, damages
            and expenses, including, without limitation, reasonable attorneys'
            fees and disbursements (collectively herein called the "Indemnified
            Liabilities"), incurred by the Bank Parties or any of them as a
            result of, or arising out of, or relating to (i) this Agreement, the
            Notes (if any) or the Loans or (ii) the direct or indirect use of
            proceeds of any of the Loans or any credit extended hereunder,
            except for any such Indemnified Liabilities arising on account of
            such Bank Party's gross negligence or willful misconduct, and if and
            to the extent that the foregoing undertaking may be unenforceable
            for any reason, the Company hereby agrees to make the maximum
            contribution to the payment and satisfaction of each of the
            Indemnified Liabilities which is permissible under applicable law.
            The Company agrees not to assert any claim against the Bank Parties
            on any theory of liability, for consequential, indirect, special or
            punitive damages arising out of or otherwise relating to this
            Agreement and the Notes (if any) or any of the transactions
            contemplated hereby or thereby or the actual or proposed use of the
            proceeds of the Loans. All obligations provided for in this Section
            13.6 shall survive repayment of the Loans, cancellation of the Notes
            (if any) or any termination of this Agreement.

            Section 13.7. Regulation U. Each Bank represents that it in good
            faith is not relying, either directly or indirectly, upon any margin
            stock (as such term is defined in Regulation U promulgated by the
            Board of Governors of the Federal Reserve System) as collateral
            security for the extension or maintenance by it of any credit
            provided for in this Agreement.

            Section 13.8. Extension of Termination Dates; Removal of Banks;
Substitution of Banks. (a) Not more than 60 days nor less than 45 days prior to
the then-effective Termination Date, the Company may, at its option, request all
the Banks then party to this Agreement to extend their scheduled Termination
Dates by an additional one year period, or such shorter period as agreed upon by
the Company and the Agent, by means of a letter, addressed to the Agent (who
shall promptly deliver such letter to each Bank), substantially in the form of
Exhibit J. Each Bank electing (in its sole discretion) so to extend its
scheduled Termination Date shall execute and deliver not earlier than the 30th
day nor later than the 20th day prior to the then-

                                Credit Agreement


                                      -50-

effective Termination Date counterparts of such letter to the Company and the
Agent, who shall notify the Company, in writing, of the Banks' decisions no
later than 15 days prior to the existing Termination Date, whereupon (unless
Banks with an aggregate Percentage in excess of 25% decline to extend their
respective scheduled Termination Dates, in which event the Agent shall notify
all the Banks thereof and no such extension shall occur) such Bank's scheduled
Termination Date shall be extended, effective only as of the date that is such
Bank's then-current scheduled Termination Date, to the date that is one year, or
such shorter period as agreed as provided above, after such Bank's then-current
scheduled Termination Date. Any Bank that declines or fails to respond to the
Company's request for such extension shall be deemed to have not extended its
scheduled Termination Date.

            (b) With respect to any Bank (i) on account of which the Company is
required to make any deductions or withholdings or pay any additional amounts,
as contemplated by Section 6.4, (ii) on account of which the Company is required
to pay any additional amounts, as contemplated by Section 7.1, (iii) for which
it is illegal to make a LIBOR Rate Loan, as contemplated by Section 7.3 or (iv)
which has declined to extend such Bank's scheduled Termination Date and Banks
with an aggregate Percentage in excess of 75% have elected to extend their
respective Termination Dates, the Company may in its discretion, upon not less
than 30 days' prior written notice to the Agent and each Bank, remove such Bank
as a party hereto. Each such notice shall specify the date of such removal
(which shall be a Business Day and, if such Bank has any outstanding Bid Loans,
shall (unless otherwise agreed by such Bank) be on or after the last day of the
Loan Period for the Bid Loan of such Bank having the latest maturity date),
which shall thereupon become the scheduled Termination Date for such Bank.

            (c) In the event that any Bank does not extend its scheduled
Termination Date pursuant to subsection (a) above or is the subject of a notice
of removal pursuant to subsection (b) above, then, at any time prior to the
Termination Date for such Bank (a "Terminating Bank"), the Company may, at its
option, arrange to have one or more other Eligible Assignees (which may be a
Bank or Banks, or if not a Bank, shall be acceptable to the Agent (such
acceptance not to be unreasonably withheld or delayed), and each of which shall
herein be called a "Successor Bank") with the approval of the Agent (such
approval not to be unreasonably withheld or delayed) succeed to all or a
percentage of the Terminating Bank's outstanding Loans, if any, and rights under
this Agreement and assume all or a like percentage (as the case may be) of such
Terminating Bank's undertaking to make Loans pursuant hereto and other
obligations hereunder (as if (i) in the case of any Bank electing not to extend
its scheduled Termination Date pursuant to subsection (a) above, such Successor
Bank had extended its scheduled Termination Date pursuant to such subsection (a)
and (ii) in the case of any Bank that is the subject of a notice of removal
pursuant to sub-section (b) above, no such notice of removal had been given by
the Company); provided, that prior to replacing any Terminating Bank with any
Successor Bank, the Company shall have given each Bank which has agreed to
extend its Termination Date an opportunity to increase its Commitment by all or
a portion of the Terminating Banks' Commitments. Such succession and assumption
shall be effected by means of one or more agreements supplemental to this
Agreement among the Terminating Bank, the Successor Bank, the Company and the
Agent. On and as of the effective date of each such supplemental agreement (i)
each Successor Bank party thereto shall be and become a Bank for all purposes of
this Agreement and to the same extent as any other Bank hereunder and shall be
bound by and entitled to the benefits of this Agreement in the same manner as
any other Bank and (ii) the

                                Credit Agreement


                                      -51-

Company agrees to pay to the Agent for the account of the Agent a processing fee
of $2,500 for each such Successor Bank which is not a Bank.

            (d) On the Termination Date for any Terminating Bank, such
Terminating Bank's Commitment shall terminate and the Company shall pay in full
all of such Terminating Bank's Loans (except to the extent assigned pursuant to
subsection (c) above) and all other amounts payable to such Bank hereunder
(including any amounts payable pursuant to Section 7.4 on account of such
payment); provided, that if an Event of Default or Unmatured Event of Default
exists on the date scheduled as any Terminating Bank's Termination Date, payment
of such Terminating Bank's Loans shall be postponed to (and, for purposes of
calculating facility fees under Section 4.4, utilization fees under Section 4.5
and determining the Required Banks (except as provided below), but for no other
purpose, such Terminating Bank's Commitment shall continue until) the first
Business Day thereafter on which (i) no Event of Default or Unmatured Event of
Default exists (without regard to any waiver or amendment that makes this
Agreement less restrictive for the Company, other than as described in clause
(ii) below) or (ii) the Required Banks (which for purposes of this subsection
(d) shall be determined based upon the respective Percentages and aggregate
Commitments of all Banks other than any Terminating Bank whose scheduled
Termination Date has been extended pursuant to this proviso) waive or amend the
provisions of this Agreement to cure all existing Events of Default or Unmatured
Events of Default or agree to permit any borrowing hereunder notwithstanding the
existence of any such event. In the event that CUSA or its Affiliates shall
become a Terminating Bank, the Required Banks with the consent of the Company
(which consent shall not be unreasonably withheld or delayed) shall appoint
another Bank or other Person as Agent, which shall have all of the rights and
obligations of the Agent upon the effective date of and pursuant to an agreement
supplemental hereto among the Company and the Banks, and thereupon CUSA, as
Agent, shall be relieved from its obligations as Agent hereunder, it being
understood that the provisions of Section 12 shall inure to the benefit of CUSA
as to any actions taken or omitted to be taken by it while it was Agent under
this Agreement. If no such successor Agent shall be appointed within 30 days of
the Termination Date of the Agent, then the Agent shall, on behalf of the Banks,
appoint a successor Agent in accordance with the provisions set forth in Section
12.8 for a resigning Agent.

            (e) To the extent that all or a portion of any Terminating Bank's
obligations are not assumed pursuant to subsection (c) above, the Aggregate
Commitment shall be reduced on the applicable Termination Date and each Bank's
percentage of the reduced Aggregate Commitment shall be revised pro rata to
reflect such Terminating Bank's absence. The Agent shall distribute a revised
Schedule I indicating such revisions promptly after the applicable Termination
Date and update the Register accordingly. Such revised Schedule I shall be
deemed conclusive in the absence of demonstrable error.

            (f) The Agent agrees to use reasonable commercial efforts to assist
the Company in locating one or more commercial banks or other financial
institutions to replace any Terminating Bank prior to such Terminating Bank's
Termination Date.

            Section 13.9. Captions. Section captions used in this Agreement are
            for convenience only and shall not affect the construction of this
            Agreement.

                                Credit Agreement


                                      -52-

            Section 13.10. Governing Law; Severability. THIS AGREEMENT AND EACH
            NOTE SHALL BE A CONTRACT MADE UNDER, GOVERNED BY AND CONSTRUED IN
            ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. All obligations of
            the Company and the rights of the Agent, the Banks and any other
            holders of the Loans expressed herein or in the Notes (if any) shall
            be in addition to and not in limitation of those provided by
            applicable law. Whenever possible each provision of this Agreement
            shall be interpreted in such manner as to be effective and valid
            under applicable law, but if any provision of this Agreement shall
            be prohibited by or invalid under applicable law, such provision
            shall be ineffective to the extent of such prohibition or
            invalidity, without invalidating the remainder of such provision or
            the remaining provisions of this Agreement.

            Section 13.11. Counterparts; Effectiveness. This Agreement may be
            executed in any number of counterparts and by the different parties
            on separate counterparts and each such counterpart shall be deemed
            to be an original, but all such counterparts shall together
            constitute but one and the same Agreement. When counterparts of this
            Agreement executed by each party shall have been lodged with the
            Agent (or, in the case of any Bank as to which an executed
            counterpart shall not have been so lodged, the Agent shall have
            received facsimile or other written confirmation of execution of a
            counterpart hereof by such Bank), this Agreement shall become
            effective as of the date hereof and the Agent shall so inform all of
            the parties hereto.

            Section 13.12. Further Assurances. The Company agrees to do such
            other acts and things, and to deliver to the Agent and each Bank
            such additional agreements, powers and instruments, as the Agent or
            any Bank may reasonably require or deem advisable to carry into
            effect the purposes of this Agreement or to better assure and
            confirm unto the Agent and each Bank their respective rights, powers
            and remedies hereunder.

            Section 13.13. Successors and Assigns. This Agreement shall be
            binding upon the Company, the Banks and the Agent and their
            respective successors and assigns, and shall inure to the benefit of
            the Company, the Banks and the Agent and the respective successors
            and assigns of the Banks and the Agent. The Company may not assign
            any of its rights or delegate any of its duties under this Agreement
            without the prior written consent of all of the Banks.

            Section 13.14. Waiver of Jury Trial. THE COMPANY, THE AGENT AND EACH
            BANK HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
            PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY
            NOTE OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
            OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
            ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH
            THIS AGREEMENT, AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL
            BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

            Section 13.15. No Fiduciary Relationship. The Company acknowledges
            that neither the Agent nor any Bank has any fiduciary relationship
            with, or fiduciary duty to, the Company arising out of or in
            connection with this Agreement, the Notes (if any) or the
            transactions contemplated hereby, and the relationship

                                Credit Agreement


                                      -53-

            between the Agent and the Banks, on the one hand, and the Company,
            on the other, in connection herewith or therewith is solely that of
            creditor and debtor. This Agreement does not create a joint venture
            among the parties.

            Section 13.16. USA PATRIOT Act. Each Bank hereby notifies the
            Company that pursuant to the requirements of the USA Patriot Act
            (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
            (the "Act"), it is required to obtain, verify and record information
            that identifies the Company, which information includes the name and
            address of the Company and other information that will allow such
            Bank to identify the Company in accordance with the Act.

                                Credit Agreement



                                      -54-

            IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.

                                         INTERNATIONAL LEASE FINANCE
                                             CORPORATION


                                         By: /s/ Alan H. Lund
                                            -----------------------------------
                                            Name:  Alan H. Lund
                                            Title:
                                            Chief Financial Officer

                                         By: /s/ Pamela S. Hendry
                                            ------------------------------------
                                            Name: Pamela S. Hendry
                                            Title: Vice President and Treasurer

                                Credit Agreement


                                      -55-

                                         AGENT

                                         CITICORP USA, INC.

                                         By: /s/ Peter C. Bickford
                                            ------------------------------------
                                            Name: Peter C. Bickford
                                            Title: Vice President

                                Credit Agreement


                                      -56-

                                         BANKS

                                         CITICORP USA, INC.

                                         By: /s/ Peter C. Bickford
                                            ------------------------------------
                                            Name: Peter C. Bickford
                                            Title: Vice President

                                Credit Agreement


                                      -57-

                                         BANK OF AMERICA, N.A.

                                         By: /s/ Shelly K. Harper
                                            ------------------------------------
                                            Name: Shelly K. Harper
                                            Title: Principal

                                Credit Agreement


                                      -58-

                                         CREDIT SUISSE FIRST BOSTON, Acting
                                         Through its Cayman Islands Branch

                                         By: /s/ Jay Chall
                                            ------------------------------------
                                            Name:  Jay Chall
                                            Title:  Director

                                         By: /s/ Karim Blasetti
                                            ------------------------------------
                                            Name: Karim Blasetti
                                            Title: Associate

                                Credit Agreement


                                      -59-

                                         THE GOVERNOR AND COMPANY OF
                                         THE BANK OF SCOTLAND

                                         By: /s/ Robert Buck
                                            ------------------------------------
                                            Name: Robert Buck
                                            Title: Director Aircraft Finance

                                Credit Agreement


                                      -60-

                                         JPMORGAN CHASE BANK

                                         By: /s/ Matthew H. Massie
                                            ------------------------------------
                                            Name: Matthew H. Massie
                                            Title: Managing Director

                                Credit Agreement


                                      -61-

                                         HSBC BANK USA, NATIONAL ASSOCIATION

                                         By: /s/ Kenneth J. Johnson
                                            ------------------------------------
                                            Name: Kenneth J. Johnson
                                            Title: Senior Vice President

                                Credit Agreement


                                      -62-

                                         THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                         NEW YORK BRANCH

                                         By: /s/ Chimie T. Pemba
                                            ------------------------------------
                                            Name: Chimie T. Pemba
                                            Title: Authorized Signatory

                                Credit Agreement


                                      -63-

                                         ABN AMRO BANK N.V.

                                         By: /s/ Neil R. Stein
                                            ------------------------------------
                                            Name:  Neil R. Stein
                                            Title:  Group Vice President

                                         By: /s/ Michael DeMarco
                                            ------------------------------------
                                            Name: Michael DeMarco
                                            Title: Assistant Vice President

                                Credit Agreement


                                      -64-

                                         SOCIETE GENERALE

                                         By: /s/ Carol Radice
                                            ------------------------------------
                                            Name: Carol Radice
                                            Title: Vice President

                                Credit Agreement


                                      -65-

                                         MERRILL LYNCH BANK USA

                                         By: /s/ Louis Alder
                                            ------------------------------------
                                            Name: Louis Alder
                                            Title: Director

                                Credit Agreement


                                      -66-

                                         BARCLAYS BANK PLC

                                         By: /s/ Alison A. McGuigan
                                            ------------------------------------
                                            Name:  Alison A. McGuigan
                                            Title:  Associate Director

                                Credit Agreement


                                      -67-

                                         DEUTSCHE BANK AG NEW YORK BRANCH

                                         By: /s/ Ruth Leung
                                            ------------------------------------
                                            Name: Ruth Leung
                                            Title: Director

                                         By: /s/ Richard Herder
                                            ------------------------------------
                                            Name: Richard Herder
                                            Title: Managing Director

                                Credit Agreement


                                      -68-

                                         LEHMAN BROTHERS BANK, FSB

                                         By: /s/ Gary T. Taylor
                                            ------------------------------------
                                            Name: Gary T. Taylor
                                            Title: Vice President

                                Credit Agreement


                                      -69-

                                   UBS LOAN FINANCE LLC

                                   By: /s/ Winslowe Ogbourne
                                      ------------------------------------------
                                      Name: Winslowe Ogbourne
                                      Title: Associate Director Banking Products
                                             Services, US

                                   By: /s/ Barbara Ezell-McMichael
                                      ------------------------------------------
                                      Name: Barbara Ezell-McMichael
                                      Title: Associate Director
                                             Banking Products Services US

                                Credit Agreement


                                      -70-


                                         BANCO SANTANDER CENTRAL HISPANO, S.A.


                                         By: /s/ Jorge A. Saavedra
                                            ------------------------------------
                                            Name: Jorge A. Saavedra
                                            Title: Vice President

                                         By: /s/ Jesus Lopez
                                            ------------------------------------
                                            Name: Jesus Lopez
                                            Title: Vice President

                                Credit Agreement


                                      -71-

                                         WACHOVIA BANK, N.A.

                                         By: /s/ Grainne Pergolini
                                            ------------------------------------
                                            Name: Grainne Pergolini
                                            Title: Vice President

                                Credit Agreement


                                      -72-

                                         BNP PARIBAS

                                         By: /s/ Marguerite L. Lebon
                                            ------------------------------------
                                            Name: Marguerite L. Lebon
                                            Title: Vice President

                                         By: /s/ Joshua Landau
                                            ------------------------------------
                                            Name: Joshua Landau
                                            Title: Vice President

                                Credit Agreement


                                      -73-

                                         THE BANK OF NOVA SCOTIA

                                         By: /s/ Brian S. Allen
                                            ------------------------------------
                                            Name: Brian S. Allen
                                            Title: Managing Director

                                Credit Agreement


                                      -74-

                                         SUMITOMO MITSUI BANKING CORPORATION

                                         By: /s/ Yasuhiko Imai
                                            ------------------------------------
                                            Name: Yasuhiko Imai
                                            Title: Senior Vice President

                                Credit Agreement


                                      -75-

                                         COMMERZBANK AG, NEW YORK AND
                                         GRAND CAYMAN BRANCHES

                                         By: /s/ Christian Jagenberg
                                            ------------------------------------
                                            Name: Christian Jagenberg
                                            Title: SVP and Manager

                                         By: /s/ Yangling J. Si
                                            ------------------------------------
                                            Name: Yangling J. Si
                                            Title: AVP

                                Credit Agreement

                                      -76-

                             CAJA MADRID

                             By: /s/ Miguel de las Barcenas
                                ------------------------------------------------
                                Name: Miguel de las Barcenas
                                Title: Head of Industrialized Markets

                             By: /s/ Ana Martin Lareu
                                ------------------------------------------------
                                Name: Ana Martin Lareu
                                Title: Head of Intl Origination and Syndications

                                Credit Agreement


                                      -77-

                                         LLOYDS TSB BANK PLC

                                         By: /s/ James M. Rudd
                                            ------------------------------------
                                            Name: James M. Rudd
                                            Title: Vice President
                                                   Financial Institutions, USA
                                                         R091

                                         By: /s/ Candice Beato
                                            ------------------------------------
                                            Name: Candice Beato
                                            Title: Assistant Vice President
                                                   Financial Institutions, USA
                                                         B059

                                Credit Agreement


                                      -78-

                                         MIZUHO CORPORATE BANK, LTD.

                                         By: /s/ Robert Gallagher
                                            ------------------------------------
                                            Name: Robert Gallagher
                                            Title: Senior Vice President

                                Credit Agreement


                                      -79-

                                         THE BANK OF NEW YORK

                                         By: /s/ Lizanne T. Eberle
                                            ------------------------------------
                                            Name: Lizanne T. Eberle
                                            Title: Vice President

                                Credit Agreement


                                      -80-

                                         SVENSKA HANDELSBANKEN

                                         By: /s/ H.N. Bacon
                                            ------------------------------------
                                            Name: H.N. Bacon
                                            Title: Senior Vice President

                                         By: /s/ Niclas Fjalltoft
                                            ------------------------------------
                                            Name: Niclas Fjalltoft
                                            Title: Vice President

                                Credit Agreement


                                      -81-

                                         UFJ BANK LIMITED

                                         By: /s/ Stephen C. Small
                                            ------------------------------------
                                            Name: Stephen C. Small
                                            Title: Senior Vice President

                                Credit Agreement


                                      -82-

                                         HARRIS NESBITT FINANCING, INC.

                                         By: /s/ Mary Ellen Weihmuller
                                            ------------------------------------
                                            Name: Mary Ellen Weihmuller
                                            Title: Vice President

                                Credit Agreement


                                      -83-

                                         ROYAL BANK OF CANADA

                                         By: /s/ Gabriella King
                                            ------------------------------------
                                            Name: Gabriella King
                                            Title: Senior Manager

                                Credit Agreement


                                      -84-

                                         SANPAOLO IMI S.P.A.

                                         By: /s/  Renato Carducci
                                            ------------------------------------
                                            Name: Renato Carducci
                                            Title: G.M.

                                         By: /s/ Robert Wurster
                                            ------------------------------------
                                            Name: Robert Wuster
                                            Title: S.V.P.

                                Credit Agreement


                                      -85-

                                         STANDARD CHARTERED BANK

                                         By: /s/ Robert Gilbert
                                            ------------------------------------
                                            Name: Robert Gilbert
                                            Title: Senior Vice President

                                         By: /s/ Robert Reddington
                                            ------------------------------------
                                            Name: Robert Reddington
                                            Title: Assistant Vice President

                                Credit Agreement



                                   Schedule I

                                Schedule of Banks



BANK                                                          COMMITMENT
- ---------------------------------------------------          ------------
                                                          
Citicorp USA, Inc.                                           $120,000,000
Bank of America, N.A.                                        $110,000,000
Credit Suisse First Boston                                   $110,000,000
The Governor and Company of The Bank of Scotland             $110,000,000
JPMorgan Chase Bank                                          $110,000,000
HSBC Bank USA, National Association                          $110,000,000
The Bank of Tokyo-Mitsubishi, Ltd., New York Branch          $ 85,000,000
ABN AMRO Bank N.V.                                           $ 85,000,000
Societe Generale                                             $ 85,000,000
Merrill Lynch Bank USA                                       $ 85,000,000
Barclays Bank PLC                                            $ 85,000,000
Deutsche Bank AG New York Branch                             $ 85,000,000
Lehman Brothers Bank, FSB                                    $ 85,000,000
UBS Loan Finance LLC                                         $ 85,000,000
Banco Santander Central Hispano, S.A.                        $ 85,000,000
Wachovia Bank, N.A.                                          $ 85,000,000
BNP Paribas                                                  $ 85,000,000
The Bank of Nova Scotia                                      $ 66,666,666
Sumitomo Mitsui Banking Corporation                          $ 66,666,666
Commerzbank AG                                               $ 66,666,666
Caja Madrid                                                  $ 41,666,667
Lloyds TSB Bank plc                                          $ 33,333,333
Mizuho Corporate Bank, Ltd.                                  $ 16,666,667
The Bank of New York                                         $ 16,666,667
Svenska Handelsbanken                                        $ 16,666,667
UFJ Bank Limited                                             $ 16,666,667
Harris Nesbitt Financing, Inc.                               $ 16,666,667
Royal Bank of Canada                                         $ 16,666,667
SanPaolo IMI S.p.A.                                          $ 11,666,667
Standard Chartered Bank                                      $ 8,333,333


                                   Schedule I



                                   Schedule II

                                Fees and Margins
                                (in basis points)



                       Level I           Level II       Level III        Level IV         Level V        Level VI
                       Pricing            Pricing        Pricing         Pricing          Pricing        Pricing
                       -------           --------       ---------        --------         -------        --------
                                                                                       
Facility Fee              9.0              10.0           11.0            12.5              15.0            20.0

Margins:

   on LIBOR               6.0              15.0           24.0            32.5              45.0            55.0
   Rate Loans

   on Base                0.0              0.00            0.0             0.0               0.0             0.0
   Rate Loans

   Competitive         As bid by         As bid by      As bid by     As bid by          As bid by    As bid by
   Bid Option          the Banks         the Banks      the Banks     the Banks          the Banks    the Banks

 Utilization Fee
 Rate:

     In excess of         5.0               5.0            5.0           5.0                 5.0            10.0
       33.33%


                  For purposes of this Schedule, the following terms have the
      following meanings:

                  "Level I Pricing" means the pricing during any period during
      which the Company's long-term senior unsecured debt is rated AA or higher
      by S&P or Aa2 or higher by Moody's.

                  "Level II Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated AA- or
      higher by S&P or Aa3 or higher by Moody's and (ii) Level I Pricing does
      not apply.

                  "Level III Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A+ or
      higher by S&P or A1 or higher by Moody's and (ii) neither Level I Pricing
      nor Level II Pricing applies.

                  "Level IV Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A or
      higher by S&P or A2 or higher by Moody's and (ii) none of Level I Pricing,
      Level II Pricing and Level III Pricing applies.

                                   Schedule II



                                      -2-

                  "Level V Pricing" means the pricing during any period during
      which (i) the Company's long-term senior unsecured debt is rated A- or
      higher by S&P or A3 or higher by Moody's and (ii) none of Level I Pricing,
      Level II Pricing, Level III Pricing and Level IV Pricing applies.

                  "Level VI Pricing" means the pricing during any period during
      which no other Pricing Level applies.

                  "Moody's" means Moody's Investors Service, Inc. or any
      successor corporation thereto.

                  "Pricing Level" means Level I Pricing, Level II Pricing, Level
      III Pricing, Level IV Pricing, Level V Pricing and Level VI Pricing.

                  "S & P" means Standard & Poor's Ratings, a division of McGraw
      Hill, Inc., or any successor corporation thereto.

            Any change in fees or margins by reason of a change in S&P's rating
or Moody's rating shall become effective on the date of announcement or
publication by the respective rating agencies of a change in such rating or, in
the absence of such announcement or publication, on the effective date of such
changed rating.

            If S&P's rating and Moody's rating differ by more than one rating
level, then the applicable Pricing Level shall be one rating level higher than
the Pricing Level resulting from the application of the lower of such ratings.

                                   Schedule II



                                  Schedule III

                               Address for Notices



PARTY                                                      ADDRESS FOR NOTICES
- -----------------------------------------------------      ----------------------------------------------------------
                                                        
Company                                                    Pamela S. Hendry
                                                           10250 Constellation Blvd., Suite 3400
                                                           Los Angeles, California  90067
                                                           Tel:  310-788-1999
                                                           Fax:  310-788-1990
                                                           Telex:  69-1400 INTERLEAS BVHL

Agen                                                       2 Penns Way, Suite 200
                                                           New Castle, DE 19720
                                                           Tel:  302-894-6005
                                                           Fax:  302-894-6120

Citicorp USA, Inc., as Bank                                2 Penns Way, Suite 200
                                                           New Castle, DE 19720
                                                           Tel:  302-894-6005
                                                           Fax:  302-894-6120

Bank of America, N.A.                                      Shelly Harper
                                                           Principal
                                                           901 Main St
                                                           66th Floor
                                                           Dallas, TX 75202
                                                           shelly.k.harper@bankofamerica.com
                                                           Phone: 214-209-0567
                                                           Fax: 214-209-1027

Credit Suisse First Boston, Acting Through its Cayman      Ed Markowski
Islands Branch                                             Eleven Madison Ave.
                                                           New York, NY 10010
                                                           Tel: (212) 538-3380
                                                           Fax: (212) 538-6851

The Governor and Company of the Bank of Scotland           Carl Irvine
                                                           155 Bishopsgate
                                                           Level 7
                                                           London EC2M 3YB
                                                           Tel: 020 7012 9289
                                                           Fax: 020 7012 9455

JPMorgan Chase Bank                                        Denise Ramon
                                                           1111 Fannin
                                                           11th Floor
                                                           Houston, TX 77002

HSBC Bank USA, National Association                        452 Fifth Avenue, 5th Floor
                                                           New York, NY 10018
                                                           Attention: Kenneth J. Johnson
                                                           Tel: 212 525 2480


                                  Schedule III


                                       -2-

                                                        
                                                           Fax: 212 525 6856
                                                           e-mail: kenneth.j.johnson@us.hsbc.com
The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch

ABN AMRO Bank N.V.

Societe Generale

Merrill Lynch Bank USA                                     Frank Stepan
                                                           15 West South Temple, Suite 300
                                                           Salt Lake City, UT 84101
                                                           Tel:     801-526-8316
                                                           Fax:     801-531-7470
                                                           e-mail: frank_stepan@ml.com

Barclays Bank PLC

Deutsche Bank AG New York Branch                           Attn: Ruth Leung
                                                           Portfolio Manager - North American Insurance Companies
                                                           Deutsche Bank Securities 60 Wall Street New York, NY 10005
                                                           (212) 250-8650;  (212) 797-0270 (Fax)

Lehman Brothers Bank, FSB

UBS Loan Finance LLC

Banco Santander Central Hispano, S.A.

Wachovia Bank, N.A.

BNP Paribas                                                Phil Truesdale
                                                           787 Seventh Ave., 28th Floor
                                                           New York, NY 10019
                                                           Tel: (212) 841-2870
                                                           Fax: (212) 841-2533
                                                           e-mail: Phil.truesdale@americas.bnpparibas.com

The Bank of Nova Scotia

Sumitomo Mitsui Banking Corporation

Commerzbank AG                                             Christian Jagenberg
                                                           Los Angeles Branch
                                                           633 West Fifth Street, Suite 6600
                                                           Los Angeles, CA 90071
                                                           Tel: 213-623-8223
                                                           Fax: 213-623-0039

Caja Madrid                                                Ms. Monica Hevia Castrillon
                                                           P(Degree)de la Castellana, 189 4th Floor
                                                           28046 Madrid
                                                           Tel: +34 91 423 9885
                                                           Fax: +34 91 423 9727/28

Lloyds TSB Bank plc

Mizuho Corporate Bank, Ltd.

The Bank of New York

Svenska Handelsbanken                                      Svenska Handelsbanken



                                  Schedule III


                                       -3-

                                                        
                                                           875 Third Avenue - 4th floor
                                                           New York, N. Y. 10022-7218
                                                           Attn: H. Newell Bacon
                                                           Tel   (212) 326-2726
                                                           FAX (212) 326-5151

UFJ Bank Limited                                           UFJ Bank Limited
                                                           Att: Marlin Chin
                                                           55 East 52nd Street
                                                           New York NY  10055
                                                           Tel: (212) 339-6392
                                                           Fax: (212) 754-2368

Harris Nesbitt Financing, Inc.                             Bank of Montreal
                                                           115 LaSalle Street, 17 West
                                                           Chicago, IL 60603
                                                           Attn: Client Services

Royal Bank of Canada                                       Linda Joannou
                                                           Royal Bank of Canada New York Branch
                                                           One Liberty Plaza, 4th Floor
                                                           New York, NY 10006-1404
                                                           Tel: (212) 428-6212
                                                           Fax: (212) 428-2372

SanPaolo IMI S.p.A.                                        SanPaolo IMI LA Office
                                                           Attention: Donald Brown
                                                           444 S. Flower Street, Suite 4550
                                                           Los Angeles, CA 90071

                                                           SanPaolo IMI NY Branch
                                                           Attention: Robert Wurster
                                                           245 Park Avenue, 35th Floor
                                                           New York, NY 10167
Standard Chartered Bank



                                  Schedule III


                                   Exhibit A

                                    FORM OF
                      NOTICE OF COMPETITIVE BID BORROWING

                                                       ___________________, ____

Citicorp USA, Inc., as Agent
2 Penns Way, Suite 200
New Castle, DE 19720

Ladies and Gentlemen:

          This instrument constitutes a Notice of Competitive Bid Borrowing
under, and as defined by, the $2,000,000,000 Five-Year Revolving Credit
Agreement, dated as of October 15, 2004 (as amended, modified or supplemented,
the "Credit Agreement"), among International Lease Finance Corporation (the
"Company"), Citicorp USA, Inc., in its individual corporate capacity and as
Agent, and certain financial institutions referred to therein. Terms not
otherwise expressly defined herein shall have the meanings set forth in the
Credit Agreement.

          The Company hereby requests (a) Bid Loan(s), subject to the terms of
the Credit Agreement, as follows:

          (a) Funding Date: ______________________, _____.

          (b) Aggregate principal amount of Bid Loans requested: $_____________.

          (c) Loan Period(s):*

Absolute Rate Loans: ________ days ________ days ________ days

LIBOR Rate Loans: __________ months __________ months __________ months

          (d)   Account to be credited: ___________________________

          The officer of the Company signing this Notice of Competitive Bid
Borrowing hereby certifies that the following statements are true on the date
hereof:

          (a)  Before and after giving effect to the Bid Loans requested hereby,
               no Event of Default or Unmatured Event of Default shall have
               occurred and be continuing or shall result from the making of
               such Loan; and

          (b)  Before and after giving effect to the Bid Loans requested hereby,
               the representations and warranties set forth in Section 8 of the
               Credit Agreement shall

- ----------
*    The Company may select up to three loan periods per Notice of Competitive
     Bid Borrowing.

                  Form of Notice of Competitive Bid Borrowing



                                      -2-


          be true and correct in all material respects as of the date of such
          requested Loans with the same effect as though made on the date of
          such Bid Loans.

                                        Very truly yours,

                                        INTERNATIONAL LEASE FINANCE CORPORATION


                                        By:
                                            ----------------------------------
                                        Its:
                                             ---------------------------------


                  Form of Notice of Competitive Bid Borrowing


                                   Exhibit B

                                    FORM OF
                            BID FROM [Name of Bank]

                     (Contact Person: ___________________)

                                                       ___________________, ____

Citicorp USA, Inc., as Agent
2 Penns Way, Suite 200
New Castle, DE 19720

Ladies and Gentlemen:

          This instrument constitutes a Bid under, and as defined by, the
$2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15,
2004 (as amended, modified or supplemented, the "Credit Agreement"), among
International Lease Finance Corporation (the "Company"), Citicorp USA, Inc., in
its individual corporate capacity and as Agent, and certain financial
institutions referred to therein, including the undersigned. Terms not otherwise
expressly defined herein shall have the meanings set forth in the Credit
Agreement.

          (1) The Company's related Notice of Competitive Bid Borrowing, dated
________________, ________, inviting this Bid has requested a Bid Loan, subject
to the terms and conditions of the Credit Agreement, in the aggregate principal
amount of $______________ with a Funding Date of ___________________, ____.

          (2) The undersigned hereby offers to make the following Bid Loan(s) on
the Funding Date:*

- ----------
*    $10,000,000 or a higher integral multiple of $1,000,000.

                                  Form of Bid


                                       -2-


     (a) Loan Period of ______ days ______ months



       Principal Amount
      -----------------   Interest Rate or
      Minimum   Maximum   LIBOR +/- Margin
      -------   -------   ----------------
                 
1.       $*        $*            **
2.       $*        $*            **
3.       $*        $*            **
4.       $*        $*            **


          (3) The undersigned's lending office for the proposed Bid Loan is
____________.

          (4) The undersigned acknowledges that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions precedent set forth in
the Credit Agreement, irrevocably obligate(s) the undersigned to make the Bid
Loan(s) for which any offer(s) are accepted, in whole or in part, in accordance
with the terms of the Credit Agreement.

                                        Very truly yours,

                                        [NAME OF BANK]


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

- ----------
*    $10,000,000 of higher integral multiple of $1,000,000 for each interest
     rate (i.e., Portion) for each Loan Period.

**   Specify the interest rate per annum (expressed as a percentage to four
     decimal places) in the case of an Absolute Rate Loan and the margin above
     or below LIBOR in the case of a LIBOR Rate Loan.

                                   Form of Bid



                                    Exhibit C

                                     FORM OF
                             COMMITTED LOAN REQUEST

                                                           _______________, ____

Citicorp USA, Inc., as Agent
2 Penns Way, Suite 200
New Castle, DE 19720

Ladies and Gentlemen:

          This constitutes a Committed Loan Request under, and as defined by,
the $2,000,000,000 Five-Year Revolving Credit Agreement, dated as of October 15,
2004 (as amended, modified or supplemented, the "Credit Agreement"), among
International Lease Finance Corporation (the "Company"), Citicorp USA, Inc., in
its individual corporate capacity and as Agent, and certain financial
institutions referred to therein. Terms not otherwise expressly defined herein
shall have the meanings set forth in the Credit Agreement.

          The Company hereby requests that the Banks make Committed Loans to it,
subject to the terms and conditions of the Credit Agreement, as follows:

          (a) Funding Date: ____________________, ____.

          (b) Aggregate principal amount of Committed Loans requested:
$__________.

          (c) Loan Period: _______________.

          (d) Type of Loans: [LIBOR Rate Loans] [Base Rate Loans].

          The officer of the Company signing this Committed Loan Request hereby
certifies that as of the date hereof:

          (a)  Before and after giving effect to the Committed Loans requested
               hereby, no Event of Default or Unmatured Event of Default shall
               have occurred and be continuing or shall result from the making
               of such Loans;

          (b)  Before and after giving effect to the Loans requested hereby, the
               representations and warranties set forth in Section 8 of the
               Credit Agreement shall be true and correct in all material
               respects with the same effect as though made on the date of such
               Loans; and

                         Form of Committed Loan Request



                                       -2-


          (c) After the making of the Loans requested hereby, the aggregate
          principal amount of all outstanding Loans will not exceed the
          Aggregate Commitment.

                                        Very truly yours,

                                        INTERNATIONAL LEASE FINANCE CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

                         Form of Committed Loan Request



                                    Exhibit D

                                FORM OF BID NOTE

$2,000,000,000                                                  October 15, 2004

          International Lease Finance Corporation, a California corporation (the
"Company"), for value received, hereby promises to pay to the order of [NAME OF
BANK] (the "Bank"), at the office of Citicorp USA, Inc., in its individual
corporate capacity and as Agent (the "Agent"), at 2 Penns Way, Suite 200, New
Castle, DE 19720 on __________, 200[_], or at such other place, to such other
person or at such other time and date as provided for in the $2,000,000,000
Five-Year Revolving Credit Agreement (as amended, modified or supplemented, the
"Credit Agreement"), dated as of October 15, 2004, among the Company, the Agent,
and the financial institutions named therein, in lawful money of the United
States of America, the principal sum of $2,000,000,000 or, if less, the
aggregate unpaid principal amount of all Bid Loans made by the Bank to the
Company pursuant to the Credit Agreement. This Bid Note shall bear interest as
set forth in the Credit Agreement for Bid Borrowings (as defined in the Credit
Agreement).

          Except as otherwise provided in the Credit Agreement with respect to
LIBOR Rate Loans, if interest or principal on any loan evidenced by this Note
becomes due and payable on a day which is not a Business Day (as defined in the
Credit Agreement) the maturity thereof shall be extended to the next succeeding
Business Day, and interest shall be payable thereon at the rate herein specified
during such extension.

          This Note is one of the Bid Notes referred to in the Credit Agreement.
This Note is subject to prepayment in whole or in part, and the maturity of this
Note is subject to acceleration, upon the terms provided in the Credit
Agreement.

          This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

          All Bid Loans made by the Bank to the Company pursuant to the Credit
Agreement and all payments of principal thereof may be indicated by the Bank
upon the grid attached hereto which is a part of this Note. Such notations shall
be rebuttable presumptive evidence of the aggregate unpaid principal amount of
all Bid Loans made by the Bank pursuant to the Credit Agreement.

                                        INTERNATIONAL LEASE FINANCE CORPORATION


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

                                Form of Bid Note



                                       -2-


                       Bid Loans and Payments of Principal



                                                                              Name of
          Principal                                  Amount of     Unpaid     Person
Funding     Amount    Interest   Interest    Loan    Principal   Principal    Making
  Date     of Loan     Method      Rate     Period      Paid      Balance    Notation
- -------   ---------   --------   --------   ------   ---------   ---------   --------
                                                        



                                Form of Bid Note



                                    Exhibit E

                             FORM OF COMMITTED NOTE

$__________                                                     October 15, 2004

          International Lease Finance Corporation, a California corporation (the
"Company"), for value received, hereby promises to pay to the order of [NAME OF
BANK] (the "Bank"), at the office of Citicorp USA, Inc., in its individual
corporate capacity and as Agent (the "Agent"), at 2 Penns Way, Suite 200, New
Castle, DE 19720 on October 15, 2009, or at such other place, to such other
person or at such other time and date as provided for in the $2,000,000,000
Five-Year Revolving Credit Agreement (as amended, modified or supplemented, the
"Credit Agreement"), dated as of October 15, 2004, among the Company, the Agent,
and the financial institutions named therein, in lawful money of the United
States of America, the principal sum of $__________ or, if less, the aggregate
unpaid principal amount of all Committed Loans made by the Bank to the Company
pursuant to the Credit Agreement. This Committed Note shall bear interest as set
forth in the Credit Agreement for Base Rate Loans and LIBOR Rate Loans (as
defined in the Credit Agreement), as the case may be.

          Except as otherwise provided in the Credit Agreement with respect to
LIBOR Rate Loans, if interest or principal on any loan evidenced by this Note
becomes due and payable on a day which is not a Business Day (as defined in the
Credit Agreement) the maturity thereof shall be extended to the next succeeding
Business Day, and interest shall be payable thereon at the rate herein specified
during such extension.

          This Note is one of the Committed Notes referred to in the Credit
Agreement. This Note is subject to prepayment in whole or in part, and the
maturity of this Note is subject to acceleration, upon the terms provided in the
Credit Agreement.

          This Note shall be governed by, and construed and interpreted in
accordance with, the law of the State of New York.

          All Committed Loans made by the Bank to the Company pursuant to the
Credit Agreement and all payments of principal thereof may be indicated by the
Bank upon the grid attached hereto which is a part of this Note. Such notations
shall be rebuttable presumptive evidence of the aggregate unpaid principal
amount of all Committed Loans made by the Bank pursuant to the Credit Agreement.

                                        INTERNATIONAL LEASE FINANCE CORPORATION


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                             Form of Committed Note


                                       -2-


                    Committed Loans and Payments of Principal



                                                       Amount                 Name of
          Principal                                      of        Unpaid     Person
Funding     Amount    Interest   Interest    Loan    Principal   Principal    Making
  Date     of Loan     Method      Rate     Period      Paid      Balance    Notation
- -------   ---------   --------   --------   ------   ---------   ---------   --------
                                                        



                             Form of Committed Note



                                    Exhibit F

                          FIXED CHARGE COVERAGE RATIO*
                     FOR THE PERIOD ENDED December 31, 2003



                                                            12 Months Ended
                                                           December 31, 2003
                                                        (Dollars in thousands)
                                                        ----------------------
                                                     
Earnings
   Net Income .......................................           506,265
   Add (to the extent deducted):
      Provision for income taxes ....................           240,014
      Fixed charges .................................         1,005,925
   Less (to the extent added):
      Capitalized interest ..........................            49,679
   Earnings as adjusted (A) .........................         1,702,525
   Preferred dividend requirements ..................             3,891
      Ratio of income before provision for
         income taxes to net income .................               146%
   Preferred dividend factor on pretax basis ........             5,681
   Fixed charges
      Interest expense ..............................           944,580
      Capitalized interest ..........................            49,679
Interest factor of rents ............................            11,666
   Fixed charges as adjusted ........................         1,005,925
   Fixed charges and preferred Stock dividends (B) ..         1,011,606
Ratio of earnings to fixed charges and
   preferred stock dividends ((A) divided by (B))* ..              1.68


- ----------
*    As calculated pursuant to Section 9.11 and the definition of Fixed Charge
     Coverage Ratio set forth in Section 1.2.

                           Fixed Charge Coverage Ratio


                                    Exhibit G

                   FORM OF OPINION OF COUNSEL FOR THE COMPANY

                                                                October 15, 2004

To the Financial Institutions and
       the Agent Referred to Below
c/o Citicorp USA, Inc.
2 Penns Way, Suite 200
New Castle, Delaware 19720

Ladies and Gentlemen:

          We have acted as special counsel for International Lease Finance
Corporation (the "Company") in connection with the $2,000,000,000 Five-Year
Revolving Credit Agreement dated as of October 15, 2004 (the "Credit
Agreement"), by and among the Company, those certain financial institutions
signatory thereto (the "Banks"), and Citicorp USA, Inc., in its individual
capacity and as agent for the Banks (the "Agent"). Terms used herein without
definition have the meanings given to such terms in the Credit Agreement.

          In our capacity as such counsel, we have examined originals, or copies
certified or otherwise identified to our satisfaction as being true copies of
such records, documents or other instruments as in our judgment are necessary or
appropriate to enable us to render the opinions expressed below. We have been
furnished, and have relied upon, certificates of officers of the Company with
respect to certain factual matters regarding the Company. As to relevant factual
matters, we have also relied on the representations and warranties made by the
Company in the Credit Agreement. In addition, we have obtained and relied upon
such certificates and assurances from public officials as we have deemed
necessary.

          In our review and examination we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic original documents of all documents submitted to us
as conformed or photostatic copies. For the purpose of the opinions hereinafter
expressed, we have assumed the due execution and delivery, pursuant to due
authorization, of each document referred to in this opinion by each party
thereto other than the Company and its Subsidiaries, that each document
constitutes the legally valid and binding obligation of each such other party
enforceable against such party in accordance with its respective terms and that
such other person is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization.

          We have investigated such questions of law for the purpose of
rendering this opinion as we have deemed necessary. Upon the basis of the
foregoing, our reliance upon the assumptions in this opinion and our
considerations of those questions of law we considered relevant and subject to
the limitations and qualifications in this opinion, we are of the opinion that:

                   Form of Opinion of Counsel for the Company



                                       -2-


          1. The Company has been duly incorporated and is validly existing in
good standing under the laws of the State of California, with corporate power to
own its properties and carry on its business as described in the Company's
Annual Report on Form 10-K for its fiscal year ended December 31, 2003.

          2. The Company has the corporate power and corporate authority to
enter into the Credit Agreement, to make the borrowings under the Credit
Agreement, to execute and deliver the Notes and to incur the obligations
provided for therein, all of which have been duly authorized by all necessary
corporate action on the part of the Company.

          3. No order, consent, permit or approval of any California or U.S.
federal governmental authority that we have, in exercise of customary
professional diligence, recognized as applicable to the Company or to the
transactions of the type contemplated by the Credit Agreement, is required on
the part of the Company for the execution and delivery of, and the performance
of its obligations under, the Credit Agreement and the Notes except as have been
obtained or as may be obtained in the ordinary course of business.

          4. The Credit Agreement and the Notes have been duly executed and
delivered by the Company.

          5. Each of the Credit Agreement and the Notes (if any) constitutes the
legally valid and binding obligations of the Company enforceable against the
Company in accordance with their respective terms, except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or affecting creditors' rights generally (including, without limitation,
fraudulent conveyance laws) and by general principles of equity, including,
without limitation, concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or injunctive
relief, regardless of whether considered in a proceeding in equity or at law.

          6. The execution and delivery of the Credit Agreement and the Notes by
the Company do not, and the Company's performance of its obligations under the
Credit Agreement and the Notes will not (i) violate the Company's Articles of
Incorporation or Bylaws, or (ii) violate, breach or result in a default under
any existing obligation of or restriction on the Company under any of the
agreements, instruments, contracts, orders, injunctions or judgments (the "Other
Agreements") identified to us in an officer's certificate of the Company (a copy
of which is being delivered to you concurrently herewith) as agreements,
instruments, contracts, orders, injunctions or judgments binding on the Company
or by which its assets are bound which have provisions limiting or impacted by
the issuance by the Company of debt and which the violation or breach of or
default under would have a Material Adverse Effect. We express no opinion as to
the effect of the Company's performance of its obligations in the Credit
Agreement (and the Notes) with respect to the Company's compliance with
financial covenants in the Other Agreements.

          7. The execution and delivery by the Company of the Credit Agreement
and the Notes do not, and the Company's performance of its obligations under the
Credit Agreement and the Notes will not, violate any current California, New
York or U.S. federal statute, rule or


                   Form of Opinion of Counsel for the Company



                                       -3-


regulation that we have in the exercise of customary professional due diligence
recognized as applicable to the Company or to the transactions of the type
contemplated by the Credit Agreement.

          8. The making of the Loans and the use of the proceeds thereof as
provided in the Credit Agreement will not violate Regulation T, U or X of the
Board of Governors of the Federal Reserve System. For purposes of this opinion,
we have assumed that none of the Banks is a "creditor" as defined in Regulation
T.

          9. The Company is not an "investment company" required to register
under the Investment Company Act of 1940, as amended.

          Our opinion in paragraph 5 above as to the enforceability of the
Credit Agreement and the Notes is subject to:

          (i) the unenforceability under certain circumstances of broadly or
          vaguely stated waivers or waivers of rights granted by law where the
          waivers are against public policy or prohibited by law; and

          (ii) the unenforceability under certain circumstances of provisions
          appointing one party as attorney-in-fact or trustee for an adverse
          party.

          We express no opinion as to any provision of the Credit Agreement
insofar as it purports to grant a right of setoff in respect of any Party's
assets to any person other than a creditor of such Party.

          For purposes of the opinions expressed in paragraphs 3, 6 and 7, we
have assumed that the Company will not in the future take any discretionary
action (including a decision not to act) permitted by the Credit Agreement or
the Notes that would cause the performance of the Credit Agreement or the
Company's obligations under the Notes to violate any California, New York or
U.S. federal statute, rule or regulation, constitute a violation or breach of or
default under any of the agreements, instruments, contracts, orders,
injunctions, judgments or decrees referred to in paragraph 6 or require an
order, consent, permit or approval to be obtained from a California, New York or
U.S. federal governmental authority.

          We express no opinion concerning (i) federal or state securities laws
or regulations, (ii) federal or state antitrust, unfair competition or trade
practice laws or regulations, (iii) pension and employee benefit laws and
regulations, (iv) compliance with fiduciary requirements, (v) federal or state
environmental laws and regulations, (vi) federal or state land use or
subdivision laws or regulations or (vii) federal or state laws and regulations
concerning filing requirements, other than requirements applicable to
charter-related documents.

          The law covered by this opinion is limited to the present federal law
of the United States and the present laws of the State of California, and for
the purposes of paragraphs 5 and 7, the present laws of the State of New York.
Our opinions rendered in paragraphs 3 and 7 above are based upon our review only
of those statutes, rules and regulations which, in our experience, are normally
applicable to transactions of the type contemplated by the Credit Agreement and
the Notes. We express no opinion as to the laws of any other jurisdiction and no

                   Form of Opinion of Counsel for the Company



                                       -4-

opinion regarding the statutes, administrative decisions, rules, regulations or
requirements of any county, municipality, subdivision or local authority of any
jurisdiction.

          In rendering our opinions in paragraph 3 above, we have assumed that
each Bank is a sophisticated financial institution capable of evaluating the
merits and risks relating to the Credit Agreement and the Notes, and that each
Bank has been provided access to such information relating to the Company as
such Bank has requested.

          Except as expressly set forth in paragraph 8 above, we are not
expressing any opinion as to the effect of the Agent's or any Bank's compliance
with any state or federal laws or regulations applicable to the transactions
contemplated by the Company because of the nature of the Agent's or any Bank's
business.

          This opinion is furnished to you in connection with the Company's
execution and delivery of the Credit Agreement, is solely for your benefit and
the benefit of your successors and assigns, and may not be relied upon by, nor
may copies be delivered to, any other person, without our prior written consent.
This opinion is expressly limited to the matters set forth above and we render
no opinion, whether by implication or otherwise, as to any other matters. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in laws.

                                        Respectfully submitted,

                   Form of Opinion of Counsel for the Company


                                    Exhibit H

              FORM OF THE OPINION OF GENERAL COUNSEL OF THE COMPANY

                                                                October 15, 2004

To the Banks and the Agent
   Referred to Below
c/o Citicorp USA, Inc.
2 Penns Way, Suite 200
New Castle, Delaware 19720

Ladies and Gentlemen:

          I am General Counsel for International Lease Finance Corporation (the
"Company") and am rendering this opinion in connection with the $2,000,000,000
Five-Year Revolving Credit Agreement dated as of October 15, 2004 (the "Credit
Agreement"), by and among the Company, those certain financial institutions
signatory thereto (the "Banks") and Citicorp USA, Inc., in its individual
capacity and as administrative agent (the "Agent"). Terms used herein without
definition have the meanings given to such terms in the Credit Agreement.

          I have examined originals, or copies certified or otherwise identified
to my satisfaction as being true copies, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as I have deemed necessary or advisable for
purposes of this opinion. I am opining herein as to the effect on the subject
transactions of only United States of America federal law and the laws of the
State of California.

          Upon the basis of the foregoing, I am of the opinion that:

          1. The Company is duly qualified to do business as a foreign
corporation and is in good standing under the laws of each jurisdiction in which
the ownership or leasing of its property or the conduct of its business requires
it to be so qualified; provided, however, that the Company may not be so
qualified in certain jurisdictions, the effect of which would not have a
Material Adverse Effect on the Company.

          2. To the best of my knowledge, Castle 2003-2H LLC; ILFC Rhino I LLC;
ILFC Rhino II LLC (a wholly owned subsidiary of ILFC Rhino I LLC); Interlease
Aviation Corporation; ILFC Aircraft Holding Corporation; Interlease Management
Corporation; Interlease Aircraft Trading Corporation; Aircraft SPC-3, Inc.;
Aircraft SPC-4, Inc.; ILFC Aviation Consulting, Inc.; Aircraft SPC-8 Inc.;
Aircraft SPC-9, Inc.; Platypus Leasing, Inc.; Aircraft SPC-11, Inc.; Aircraft
SPC-12, Inc.; Aircraft SPC-14, Inc.; Euclid Aircraft; and ILFC Dover, Inc.,
CABREA, Inc. and ILFC Volare, Inc., all wholly owned subsidiaries of Aircraft
SPC-3, Inc., are the only domestic subsidiaries of the Company.

              Form of the Opinion of General Counsel of the Company



                                       -2-


          3. No subsidiary of the Company nor all of the subsidiaries of the
Company taken as a whole is a "significant subsidiary" as defined in Rule 1-02
of Regulation S-X promulgated under the Securities Exchange Act of 1934, as
amended.

          4. To the best of my knowledge, there is no pending or threatened
action, suit or proceeding before any court or governmental agency, authority or
body or any arbitrator involving the Company or any of its Subsidiaries which,
individually or in the aggregate, would have a Material Adverse Effect on the
Company and its Subsidiaries taken as a whole.

          This opinion is furnished to you in connection with the Company's
execution and delivery of the Credit Agreement, is solely for your benefit and
the benefit of your successors and assigns, and may not be relied upon by, nor
may copies be delivered to, any other person without my prior written consent.
This opinion is expressly limited to the matters set forth above and I render no
opinion, whether by implication or otherwise, as to any other matters. I assume
no obligation to update or supplement this opinion to reflect any facts or
circumstances that arise after the date of this opinion and come to my
attention, or any future changes in laws.

                                       Very truly yours,


                                       Julie I. Sackman
                                       General Counsel

              Form of the Opinion of General Counsel of the Company



                                    Exhibit I

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

          AGREEMENT dated as of ________________, ________ between [ASSIGNOR]
(the "Assignor") and [ASSIGNEE] (the "Assignee").

                                   WITNESSETH

          WHEREAS, this Assignment and Assumption Agreement (the "Agreement")
relates to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of
October 15, 2004 (the "Credit Agreement") among International Lease Finance
Corporation (the "Company"), the Assignor and Citicorp USA, Inc., in its
individual corporate capacity and as Agent (the "Agent"), and certain financial
institutions referred to therein;

          WHEREAS, as provided under the Credit Agreement, the Assignor has a
Commitment to make Committed Loans in an aggregate principal amount at any time
outstanding not to exceed $__________;

          WHEREAS, Committed Loans and Bid Loans made by the Assignor under the
Credit Agreement in the respective aggregate principal amounts of
$_____________ and $__________ are outstanding at the date hereof; and

          WHEREAS, the Assignor proposes to assign to the Assignee all of the
rights of the Assignor under the Credit Agreement in respect of a portion of its
Commitment thereunder in an amount equal to $ ** (the "Assigned Amount"),
together with $ * aggregate principal amount outstanding of Committed Loans and
$ ** aggregate principal amount outstanding of Bid Loans (collectively, the
"Assigned Loans"), and the Assignee proposes to accept assignment of such rights
and assume the corresponding obligations from the Assignor on the terms set
forth in the Credit Agreement;

          NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, the parties hereto agree as follows:

          SECTION 1. Definitions. All capitalized terms not otherwise defined
herein all shall have the respective meanings set forth in the Credit Agreement.

          SECTION 2. Assignment. The Assignor hereby assigns and sells to the
Assignee all of the rights of the Assignor under the Credit Agreement to the
extent of the Assigned Amount and the Assigned Loans, and the Assignee hereby
accepts such assignment from the Assignor and assumes all of the obligations of
the Assignor under the Credit Agreement to the

- ----------
*    See Section 13.4.1 for minimum requirements.

**   Assignment of Bid Loans is optional.

                   Form of Assignment and Assumption Agreement


                                       -2-


extent of the Assigned Amount and the Assigned Loans. Upon the execution and
delivery hereof by the Assignor, the Assignee, the Company and the Agent and the
payment of the amounts specified in Section 3 required to be paid on the date
hereof (i) the Assignee shall, as of the date hereof, succeed to the rights and
be obligated to perform the obligations of a Bank under the Credit Agreement
with a Commitment in an amount equal to the Assigned Amount, and (ii) the
Commitment of the Assignor shall, as of the date hereof, be reduced by a like
amount and the Assignor released from its obligations under the Credit Agreement
to the extent such obligations have been assumed by the Assignee. The assignment
provided for herein shall be without recourse to the Assignor.

          SECTION 3. Payments. As consideration for the assignment and sale
contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the
date hereof in Federal funds an amount equal to $ *. It is understood that
facility fees accrued to the date hereof are for the account of the Assignor and
such fees accruing from and including the date hereof are for the account of the
Assignee. Each of the Assignor and the Assignee hereby agrees that if it
receives any amount under the Credit Agreement which is for the account of the
other party hereto, it shall receive the same for the account of such other
party to the extent of such other party's interest therein and shall promptly
pay the same to such other party.

          SECTION 4. Consent of the Company and the Agent. This Agreement is
conditioned upon the consent of the Company and the Agent pursuant to Section
13.8 of the Credit Agreement. The execution of this Agreement by the Company and
the Agent is evidence of this consent. Pursuant to Section 13.8 the Company
agrees to execute and deliver a Bid Note and a Committed Note, each payable to
the order of the Assignee and evidencing the assignment and assumption provided
for herein, if so requested. If so requested, the Company also agrees to execute
replacement Notes in favor of the Assignor if the Assignor has retained any
Commitment.

          SECTION 5. Non-Reliance on Assignor. The Assignor makes no
representation or warranty in connection with, and shall have no responsibility
with respect to, the solvency, financial condition, or statements of the
Company, or the validity and enforceability of the obligations of the Company in
respect of the Credit Agreement or any Note. The Assignee acknowledges that it
has, independently and without reliance on the Assignor, and based on such
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement and will continue to be
responsible for making its own independent appraisal of the business, affairs
and financial condition of the Company.

          SECTION 6. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York.

- ----------
*    Amount should combine principal and face together with accrued interest and
     breakage compensation, if any, to be paid by the Assignee, net of any
     portion of any fee to be paid by the Assignor to the Assignee. It may be
     preferable in an appropriate case to specify these amounts generically or
     by formula rather than as a fixed sum.

                   Form of Assignment and Assumption Agreement



                                       -3-


          SECTION 7. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.

          SECTION 8. Eligible Assignee. The Assignee hereby represents and
warrants that it is an Eligible Assignee as defined in the Credit Agreement.

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.

                                        [ASSIGNOR]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        [ASSIGNEE]


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


Consented, and with respect to
   Section 4, agreed:

INTERNATIONAL LEASE FINANCE CORPORATION


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       -------------------------------

                  Form of Assignment and Assumption Agreement



                                       -4-


Consented:

CITICORP USA, INC.,
as Agent


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------

                   Form of Assignment and Assumption Agreement



                                    Exhibit J

                        FORM OF REQUEST FOR EXTENSION OF
                                TERMINATION DATE

                                                        __________________, ____

[ADDRESSED TO THE AGENT]

Attention:

Ladies and Gentlemen:

          This instrument constitutes a notice to the Agent of a request for the
extension of the Termination Date pursuant to Section 13.8 of the $2,000,000,000
Five-Year Revolving Credit Agreement, dated as of October 15, 2004 (as amended,
modified or supplemented, the "Credit Agreement"), among International Lease
Finance Corporation (the "Company"), Citicorp USA, Inc., in its individual
corporate capacity and as Agent, and certain financial institutions referred to
therein. Terms not otherwise expressly defined herein shall have the meanings
set forth in the Credit Agreement.

          The Company hereby requests that you distribute this letter to each
Bank. The Company further requests that each Bank extend its now scheduled
Termination Date under the Credit Agreement by one year and confirm its
agreement to do so by countersigning a copy of this letter.

          The officer of the Company signing this instrument hereby certifies
that:

          (a) Before and after giving effect to the extension of the Termination
Date requested hereby, no Event of Default or Unmatured Event of Default shall
have occurred and be continuing and all Loans payable prior to the date hereof
shall have been paid in full; and

          (b) Before and after giving effect to the extension of the Termination
Date requested hereby, the representations and warranties set forth in Section 8
of the Credit Agreement shall be true and correct in all material respects with
the same effect as though made on the date hereof.

                                        Very truly yours,

                                        INTERNATIONAL LEASE FINANCE CORPORATION


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------

                Form of Request for Extension of Termination Date



                                       -2-


Confirmed and accepted, subject to the
terms and conditions of the Credit
Agreement, as of the date first above
written:

[NAME OF BANK]


By:
    ---------------------------------
Its:

                Form of Request for Extension of Termination Date

EX-12

EXHIBIT 12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS FOR THE SIX MONTHS ENDED JUNE 30, 2009 and 2008
(Dollars in thousands)

	June 30,			June 30,
	2009			2008
	(Unaudited)
Earnings:
Net Income	$	439,882		$	363,565
Add:
Provision for income taxes		239,417			200,630
Fixed charges		717,427			763,236
Less:
Capitalized interest		(7,216	)		(15,095	)
Earnings as adjusted (A)	$	1,389,510		$	1,312,336
Fixed charges and preferred stock dividends:
Preferred dividend requirements	$	2,560		$	2,601
Ratio of income before provision for income taxes to net income		154	%		155	%
Preferred dividend factor on pretax basis		3,942			4,032
Fixed Charges:
Interest expense		708,607			746,533
Capitalized interest		7,216			15,095
Interest factors of rents		1,604			1,608
Fixed charges as adjusted (B)		717,427			763,236
Fixed charges and preferred stock dividends (C)	$	721,369		$	767,268
Ratio of earnings to fixed charges ((A) divided by (B))		1.94	x		1.72	x
Ratio of earnings to fixed charges and preferred stock dividends ((A) divided by (C))		1.93	x		1.71	x

-45-

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Steven F. Udvar-Hazy, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of International Lease Finance Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter is the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2009

/S/ Steven F. Udvar-Hazy
STEVEN F. UDVAR-HAZY
Chairman of the Board and Chief Executive Officer

-46-

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Alan H. Lund, certify that:

     1. I have reviewed this quarterly report on Form 10-Q of International Lease Finance Corporation;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

     a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 7, 2009

/S/ Alan H. Lund
ALAN H. LUND
Vice Chairman and Chief Financial Officer

-47-

EX-32.1

EXHIBIT 32.1

WRITTEN STATEMENT
PURSUANT TO
18 U.S.C. SECTION 1350

     Each of the undersigned, STEVEN F. UDVAR-HAZY, the CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, and ALAN H. LUND, the VICE CHAIRMAN AND CHIEF FINANCIAL OFFICER of INTERNATIONAL LEASE FINANCE CORPORATION (the “Company”), pursuant to 18 U.S.C. §1350, hereby certifies that to the best of their knowledge:

(i)	the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (the “Report”) fully complies with the requirements of section 13(a) and 15(d) of the Securities Exchange Act of 1934; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2009	/S/ Steven F. Udvar-Hazy
	STEVEN F. UDVAR-HAZY
Dated: August 7, 2009	/S/ Alan H. Lund
	ALAN H. LUND

-48-