10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT

(Mark One)

     x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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	22-3059110
(State or other jurisdiction of incorporation or organization)	(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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
6.625% Notes due November 15, 2013	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x  NO o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o  NO x

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 x  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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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 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 x	Smaller reporting company o
(Do not check if a smaller reporting company)

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

As of June 30, 2009 and February 26, 2010, there were 45,267,723 shares of Common Stock, no par value, outstanding, all of which were held by affiliates.

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

INTERNATIONAL LEASE FINANCE CORPORATION

2009 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		7
Item 1B.	Unresolved Staff Comments		13
Item 2.	Properties		13
Item 3.	Legal Proceedings		15
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		16
Item 6.	Selected Financial Data		16
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		36
Item 8.	Financial Statements and Supplementary Data		37
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		37
Item 9A(T).	Controls and Procedures		37
Item 9B.	Other Information		38
PART III
Item 14.	Principal Accountant Fees and Services		39
PART IV
Item 15.	Exhibits and Financial Statement Schedules		39
EX-10.13
EX-10.14
EX-12
EX-23
EX-31.1
EX-31.2
Ex-32.1

PART I

Item 1.  Business

General

International Lease Finance Corporation’s (the “Company,” “ILFC,” “management,” “we,” “our,” “us”) primary business operation has historically been to acquire new commercial jet aircraft from The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”) and lease those aircraft to airlines throughout the world. Until we have addressed our current financial position, we will likely not pursue any new aircraft purchases over and above our current contracted deliveries. We will continue to lease our existing fleet and provide fleet management services to investors and/or owners of aircraft portfolios for a management fee. In addition to our leasing and fleet management activities, at times we sell aircraft from our leased aircraft fleet to other leasing companies, financial services companies, and airlines and remarket and sell aircraft owned by others for a 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.

As of December 31, 2009, we owned 993 jet aircraft, had 11 additional aircraft in the fleet classified as finance and sales-type leases and provided fleet management services for 99 aircraft. See “Item 2. Properties — Flight Equipment.” At December 31, 2009, we had contracted with Boeing and Airbus to purchase 120 new aircraft, all negotiated in U.S. dollars, for delivery through 2019 with an estimated purchase price of $13.7 billion. See “Item 2. Properties — Commitments.”

We maintain a variety of flight equipment to provide a strategic mix and balance so as to meet our customers’ needs and to maximize our opportunities. To minimize the time that our aircraft are not leased to customers, we have concentrated our aircraft purchases on models of new and used aircraft which we believe will have the greatest airline demand and operational longevity. To date, we have been able to purchase aircraft on terms which have permitted us to lease our aircraft portfolio at a profit.

We have generally financed our aircraft purchases through available cash balances, internally generated funds and debt financings. A combination of the challenges facing our parent, American International Group, Inc. (“AIG”), the downgrades in our credit ratings by the rating agencies, and the turmoil in the credit markets has severely limited our ability to access the commercial paper and unsecured debt markets.

•  During 2009, we entered into two credit agreements aggregating $3.9 billion with AIG Funding, Inc., a subsidiary of our parent (“AIG Funding”), secured by a portfolio of aircraft and other assets related to the pledged aircraft.

•  We guaranteed the repayment of AIG’s obligations under its revolving credit facility and guarantee and pledge agreement with the Federal Reserve Bank of New York (“FRBNY”), as amended, (the “FRBNY Credit Agreement”) up to an amount equal to the aggregate outstanding balance of the loans from AIG Funding.

•  We are currently seeking secured financings from third parties.

•  We are currently exploring sales of portfolios of aircraft; the potential impairment or realized loss could be material to our results of operations for an individual period.

•  We may need to seek additional funding from AIG, which funding would be subject to the consent of the FRBNY; AIG intends to provide support to us through February 28, 2011, to the extent that secured financing, aircraft sales and other sources of funds are not sufficient to meet liquidity needs.

•  Without additional support from AIG or if we fail to obtain secured financing from a third party lender, in the future there could exist doubt concerning our ability to continue as a going concern.

See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Consideration of ILFC’s Ability to Continue as a Going Concern.”

The airline industry is cyclical, economically sensitive and highly competitive. Our continued success is largely dependent on management’s ability to develop customer relationships for leasing, sales, remarketing and

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fleet management services with airlines and other customers best able to maintain their economic viability and survive in the competitive environment in which they operate.

The Company is incorporated in the State of California and its principal offices are located at 10250 Constellation Blvd., Suite 3400, Los Angeles, California 90067. Our telephone number, facsimile number and website address are (310) 788-1999, (310) 788-1990, and www.ilfc.com, respectively. Our EDGAR filings with the United States Securities and Exchange Commission (“SEC”) are available, free of charge, on our website or by written request to us. The information on our website is not part of or incorporated by reference into this report.

We are an indirect wholly-owned subsidiary of AIG. AIG is a holding company which, through its subsidiaries, is engaged in a broad range of insurance and insurance-related activities in the United States of America (“U.S.”) and abroad. AIG’s primary activities include both general insurance and life insurance and retirement services operations. Another significant activity is financial services. The common stock of AIG is listed on, among others, the New York Stock Exchange. Since September 2008, AIG has been working to protect and enhance the value of its key businesses, execute an orderly asset disposition plan, and position itself for the future. AIG has entered into several important transactions and relationships with the FRBNY, the AIG Credit Facility Trust, and the United States Department of Treasury. As a result of these arrangements, AIG is controlled by the AIG Credit Facility Trust, which was established for the sole benefit of the United States Treasury. AIG is exploring alternative restructuring opportunities for ILFC. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations — Our Relationship with AIG.”

Recent Developments

On February 5, 2010, Steven F. Udvar-Hazy retired as a director and our Chief Executive Officer and John L. Plueger, our President and Chief Operating Officer, was named Acting Chief Executive Officer. Additionally, Julie I. Sackman, our Executive Vice President, General Counsel and Secretary, has informed us that she will retire effective May 1, 2010. Brian M. Monkarsh, formerly Vice President and Corporate Counsel, has been named Senior Vice President and Assistant General Counsel.

Aircraft Leasing

We lease most of our aircraft under operating leases. The cost of the aircraft is not fully recovered over the term of the initial lease, and we retain the benefit as well as assume the risk of the residual value of the aircraft. In accordance with accounting principles generally accepted in the U.S. (“GAAP”), rentals are reported ratably as revenue over the lease term, as they are earned. The aircraft under operating leases are included as Flight equipment under operating leases on our Consolidated Balance Sheets and are depreciated to an estimated salvage value over the estimated useful lives of the aircraft. On occasion we enter into finance and sales-type leases where the full cost of the aircraft is substantially recovered over the term of the lease. The aircraft under finance and sales-type leases are recorded on our Consolidated Balance Sheets in Net investment in finance and sales-type leases. With respect to these leases, we record lease payments received as a reduction in the net investment in the finance/sales-type leases and interest income using an interest rate implicit in the lease. At December 31, 2009, we accounted for 993 aircraft as operating leases and 11 aircraft as finance and sales-type leases.

The initial term of our current leases range in length from one year to 15 years with current maturities through 2021. See “Item 2. Properties — Flight Equipment” for information regarding scheduled lease terminations. We attempt to maintain a mix of short-, medium- and long-term leases to balance the benefits and risks associated with different lease terms and changing market conditions. Varying lease terms help to mitigate the effects of changes in prevailing market conditions at the time aircraft become eligible for re-lease or are sold.

All leases are on a “net” basis with the lessee responsible for all operating expenses, which customarily include fuel, crews, airport and navigation charges, taxes, licenses, registration and insurance. In addition, the lessee is responsible for normal maintenance and repairs, airframe and engine overhauls, and compliance with return conditions of flight equipment on lease. We may, in connection with the lease of a used aircraft, agree to contribute to the cost of certain major overhauls or modifications depending on the condition of the aircraft at delivery. Under the provisions of many leases, for certain airframe and engine overhauls, we reimburse the lessee for costs incurred up to, but not exceeding, related overhaul rentals the lessee has paid to us. Such rentals are included in the caption

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Rental of flight equipment in our Consolidated Statements of Income. We provide a charge to operations based on the estimated reimbursements during the life of the lease. This amount is included in Provision for overhauls in our Consolidated Statements of Income.

The lessee is responsible for compliance with all applicable laws and regulations with respect to the aircraft. We require our lessees to comply with the standards of either the United States Federal Aviation Administration (the “FAA”) or its foreign equivalent. Generally, we require a deposit as security for the lessee’s performance of obligations under the lease and the condition of the aircraft upon return. In addition, the leases contain extensive provisions regarding our remedies and rights in the event of a default by the lessee and specific provisions regarding the condition of the aircraft upon return of the aircraft. The lessee is required to continue to make lease payments under all circumstances, including periods during which the aircraft is not in operation due to maintenance or grounding.

Some foreign countries have currency and exchange laws regulating the international transfer of currencies. When necessary we require, as a condition to any foreign transaction, that the lessee or purchaser in a foreign country obtain the necessary approvals of the appropriate government agency, finance ministry or central bank for the remittance of all funds contractually owed in U.S. dollars. We attempt to minimize our currency and exchange risks by negotiating most of our aircraft leases in U.S. dollars. All guarantees obtained to support various lease agreements are denominated for payment in the same currency as the lease.

To meet the needs of our customers, a few of our leases are negotiated in Euros. As the Euro to U.S. dollar exchange rate fluctuates, airlines’ interest in entering into Euro denominated lease agreements will change. After we agree to the rental payment currency with an airline, the negotiated currency remains for the term of the lease. We had hedged Euro denominated lease payment cash flows generated by leases that were in effect at March 11, 2005 through February 2010. The economic risk arising from foreign currency denominated leases has, to date, been immaterial to us.

Management obtains and reviews relevant business materials from all prospective lessees and purchasers before entering into a lease or extending credit. Under certain circumstances, the lessee may be required to obtain guarantees or other financial support from an acceptable financial institution or other third parties.

During the life of the lease, situations may lead us to restructure leases with our lessees. Historically, restructurings have involved the voluntary termination of leases prior to lease expiration, the arrangement of subleases from the primary lessee to another airline, the rescheduling of lease payments, and modifications of the length of the lease. When we repossess an aircraft, we frequently export the aircraft from the lessee’s jurisdiction. In the majority of these situations, we have obtained the lessee’s cooperation and the return and export of the aircraft was immediate. In some situations, however, the lessees have not fully cooperated in returning aircraft. In those cases we have taken legal action in the appropriate jurisdictions. This process has delayed the ultimate return and export of the aircraft. In addition, in connection with the repossession of an aircraft, we may be required to pay outstanding mechanic, airport, and navigation fees and other amounts secured by liens on the repossessed aircraft. These charges could relate to other aircraft that we do not own but were operated by the lessee. During 2009, three of our lessees filed for bankruptcy protection or ceased operations. These customers operated nine of our aircraft. As of February 25, 2010, eight of these aircraft were leased to other airlines and one of these aircraft is still available for lease. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Result of Operations — Overview — Aircraft Industry.”

Flight Equipment Marketing

We may sell our leased aircraft at or before the expiration of their leases. The buyers of our aircraft include the aircraft’s lessee and other aircraft operators, financial institutions, private investors and third party lessors. From time to time, we engage in transactions to buy aircraft for resale. In other cases, we assist our customers in acquiring or disposing of aircraft by providing consulting services and procurement of financing from third parties. Any gain or loss on disposition of leased aircraft is included in the caption Flight equipment marketing in our Consolidated Statements of Income.

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From time to time, we are engaged as an agent for airlines and various financial institutions in the disposition of their surplus aircraft on a fee basis. We generally act as an agent under an exclusive remarketing contract whereby we agree to sell aircraft on a commercially reasonable basis within a fixed time period. These activities generally augment our primary activities and also serve to promote relationships with prospective sellers and buyers of aircraft. We may, from time to time, participate with banks, other financial institutions and airlines to assist in financing aircraft purchased by others and by providing asset value or loan guarantees collateralized by aircraft on a fee-basis.

We plan to continue to engage in providing marketing services to third parties on a selective basis involving specific situations where these activities will not conflict or compete with, but rather will complement, our leasing and selling activities.

Fleet Management Services

We provide fleet management services to third party operating lessors who are unable or unwilling to perform this service as part of their own operation. We typically provide many of the same services that we perform for our own fleet. Specifically, we provide leasing, re-leasing and sales services on behalf of the lessor for which we charge a fee. The fees for fleet management services are included in Interest and other in our Consolidated Statements of Income.

Financing/Source of Funds

We purchase new aircraft directly from manufacturers and used aircraft from airlines and other owners. In the past we have financed the purchase price of flight equipment using internally generated funds and debt financings. Since September 2008, a combination of the challenges facing our parent, AIG, the downgrades in our credit ratings by the rating agencies, and the turmoil in the credit markets has eliminated our ability to access the commercial paper market and limited our ability to issue unsecured debt. Until we have addressed our current financial position, we will likely not pursue any new aircraft purchases over and above our current contracted deliveries. We are currently seeking secured financing to meet our future liquidity needs. We may also need to seek additional funding from AIG, which funding would be subject to the consent of the FRBNY. Without additional support from AIG or if we fail to obtain secured financing from a third party lender, in the future there could exist doubt concerning our ability to continue as a going concern. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Consideration of ILFC’s Ability to Continue as a Going Concern.”

Customers

At December 31, 2009, 2008 and 2007, we leased aircraft to customers in the following regions:

	Customers by Region
	2009					2008					2007
	Number					Number					Number
	of					of					of
Region	Customers (a)		%			Customers (a)		%			Customers (a)		%
Europe		80		44.9	%		84		48.3	%		82		48.0	%
Asia and the Pacific		45		25.3			41		23.5			38		22.2
The Middle East and Africa		24		13.5			19		10.9			16		9.4
U.S. and Canada		18		10.1			17		9.8			25		14.6
Central and South America and Mexico		11		6.2			13		7.5			10		5.8
		178		100.0	%		174		100	%		171		100	%

(a)  A customer is an airline with its own operating certificate.

Revenues include rentals of flight equipment to foreign airlines of $4,925,001,000 in 2009, $4,612,019,000 in 2008, and $4,175,987,000 in 2007, comprising 93.4%, 93.4%, and 91.0%, respectively, of total Rentals of flight equipment revenue. See Note J of Notes to Consolidated Financial Statements.

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The following table sets forth the dollar amount and percentage of total rental revenues attributable to the indicated geographic areas based on each airline’s principal place of business for the years indicated:

	2009					2008					2007
	Amount		%			Amount		%			Amount		%
	(Dollars in thousands)
Europe	$	2,353,979		44.6	%	$	2,241,742		45.3	%	$	2,060,196		44.9	%
Asia and the Pacific		1,583,389		30.0			1,432,252		29.0			1,229,141		26.8
The Middle East and Africa		638,747		12.1			558,553		11.3			528,095		11.5
U.S. and Canada		453,976		8.6			444,921		9.0			536,313		11.7
Central and South America and Mexico		245,128		4.7			265,980		5.4			233,866		5.1
	$	5,275,219		100	%	$	4,943,448		100	%	$	4,587,611		100	%

The following table sets forth revenue attributable to individual countries representing at least 10% of total revenue in any year indicated below based on each airline’s principal place of business for the years indicated:

	2009					2008					2007
	Amount		%			Amount		%			Amount		%
	(Dollars in thousands)
China	$	903,361		17.1	%	$	835,722		16.9	%	$	714,181		15.6	%
France		537,698		10.2			515,165		10.4			448,538		9.8

No single customer accounted for more than 10% of total revenues in any of the years disclosed.

Competition

The leasing, remarketing and sale of jet aircraft is highly competitive. We face competition from aircraft manufacturers, banks, financial institutions, other leasing companies, aircraft brokers and airlines. Competition for leasing transactions is based on a number of factors including delivery dates, lease rates, terms of lease, other lease provisions, aircraft condition and the availability in the market place of the types of aircraft to meet the needs of the customers. We believe we are a strong competitor in all of these areas.

Government Regulation

The U.S. Department of State (“DOS”) and the U.S. Department of Transportation (“DOT”), including the FAA, an agency of the DOT, exercise regulatory authority over air transportation in the U.S. The DOS and DOT, in general, have jurisdiction over the economic regulation of air transportation, including the negotiation with foreign governments of the rights of U.S. carriers to fly to other countries and the rights of foreign carriers to fly to and within the U.S.

We are not directly subject to the regulatory jurisdiction of the DOS and DOT or their counterpart organizations in foreign countries related to the operation of aircraft for public transportation of passengers and property.

Our relationship with the FAA consists of the registration with the FAA of those aircraft which we have leased to U.S. carriers and to a number of foreign carriers where, by agreement, the aircraft are to be registered in the U.S. When an aircraft is not on lease, we may obtain from the FAA, or its designated representatives, a U.S. Certificate of Airworthiness or a ferry flight permit for the particular aircraft.

Our involvement with the civil aviation authorities of foreign jurisdictions consists largely of requests to register and deregister our aircraft on those countries’ registries.

The U.S. Department of Commerce (“DOC”) exercises regulatory authority over exports. We are subject to the regulatory authority of the DOS and DOC as it relates to the export of aircraft for lease and sale to foreign entities and the export of parts to be installed on our aircraft. These Departments have, in some cases, required us to obtain export licenses for parts installed in aircraft exported to foreign countries.

Through its regulations, the DOC and the U.S. Department of the Treasury (through its Office of Foreign Assets Control) impose restrictions on the operation of U.S. made goods, such as aircraft and engines, in sanctioned countries. In addition, they impose restrictions on the ability of U.S. companies to conduct business with entities in those countries.

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The Patriot Act of 2001 reinforced the authority of the U.S. Secretary of State and the U.S. Secretary of the Treasury to (i) designate individuals and organizations as terrorists and terrorist supporters and to freeze their U.S. assets and (ii) prohibit financial transactions with U.S. persons, including U.S. individuals, entities and charitable organizations. We comply with the provisions of this Act and we closely monitor our activities with foreign entities.

A bureau of the U.S. Department of Homeland Security, U.S. Customs and Border Protection, enforces regulations related to the import of our aircraft into the U.S. for maintenance or lease and the importation of parts for installation on our aircraft. We monitor our imports for compliance with U.S. Customs regulations.

The U.S. Bureau of Export Enforcement enforces regulations related to the export of our aircraft to other jurisdictions and the exportation of parts for installation of our aircraft. We monitor our exports for compliance with the U.S. Bureau of Export Enforcement.

As an indirect wholly-owned subsidiary of AIG, we are subject to examination and review by the U.S. Department of the Treasury’s Office of Thrift Supervision (“OTS”). In 1999, AIG became a unitary thrift holding company within the meaning of the Home Owners’ Loan Act when the OTS granted AIG approval to organize AIG Federal Savings Bank. AIG is subject to OTS regulation, examination, supervision and reporting requirements. In addition, the OTS has enforcement authority over AIG and its subsidiaries. Among other things, this permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the financial safety, soundness or stability of AIG’s subsidiary savings association, AIG Federal Savings Bank.

Employees

We operate in a capital intensive rather than a labor intensive business. As of December 31, 2009, we had 180 full-time employees, which we considered adequate for our business operations. Management and administrative personnel will expand or contract, as necessary, to meet our future needs. None of our employees is covered by a collective bargaining agreement and we believe that we maintain excellent employee relations. We provide certain employee benefits including retirement, health, life, disability and accident insurance plans, some of which are established and maintained by our parent, AIG.

AIG has received Troubled Asset Relief Program (“TARP”) funds and the Office of the Special Master for TARP Executive Compensation (“Special Master”) has imposed limitations on compensation of AIG’s highest paid employees, including our Acting Chief Executive Officer and our Chief Financial Officer (the “Principal Officers”). If the limitations on compensation created by the Special Master are not agreeable to the Principal Officers, we may not be able to retain them, which may negatively impact our ability to conduct business. See “Item 1A. Risk Factors.”

Insurance

Our lessees are required to carry those types of insurance that are customary in the air transportation industry, including comprehensive liability insurance and aircraft hull insurance. In general, we are an additional insured on liability policies carried by the lessees. We obtain certificates of insurance from the lessees’ insurance brokers. All certificates of insurance contain a breach of warranty endorsement so that our interests are not prejudiced by any act or omission of the operator-lessee. Lease agreements generally require hull and liability limits to be in U.S. dollars, which are shown on the certificate of insurance.

Insurance premiums are paid by the lessee, with coverage acknowledged by the broker or carrier. The territorial coverage is, in each case, suitable for the lessee’s area of operations. The certificates of insurance contain, among other provisions, a provision prohibiting cancellation or material change without at least 30 days advance written notice to the insurance broker (who is obligated to give us prompt notice), except in the case of hull war insurance policies, which customarily only provide seven days advance written notice for cancellation and may be subject to shorter notice under certain market conditions. Furthermore, the insurance is primary and not contributory, and all insurance carriers are required to waive rights of subrogation against us.

The stipulated loss value schedule under aircraft hull insurance policies is on an agreed value basis acceptable to us and usually exceeds the book value of the aircraft. In cases where we believe that the agreed value stated in the lease is not sufficient, we purchase additional Total Loss Only coverage for the deficiency.

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Aircraft hull policies contain standard clauses covering aircraft engines. The lessee is required to pay all deductibles. Furthermore, the hull war policies contain full war risk endorsements, including, but not limited to, confiscation (where available), seizure, hijacking and similar forms of retention or terrorist acts.

The comprehensive liability insurance listed on certificates of insurance includes provisions for bodily injury, property damage, passenger liability, cargo liability and such other provisions reasonably necessary in commercial passenger and cargo airline operations. Such certificates of insurance list combined comprehensive single liability limits of not less than $500 million. As a result of the terrorist attacks on September 11, 2001, the insurance market unilaterally imposed a sublimit on each operator’s policy for third party war risk liability in the amount of $50 million. We require each lessee to purchase higher limits of third party war risk liability or obtain an indemnity from their government.

In late 2005, the international aviation insurance market unilaterally introduced exclusions for physical damage to aircraft hulls caused by dirty bombs, bio-hazardous materials and electromagnetic pulsing. Exclusions for the same type of perils could be introduced into liability policies.

Separately, we purchase contingent liability insurance and contingent hull insurance on all aircraft in our fleet and maintain other insurance covering the specific needs of our business operations. Insurance policies are generally placed or reinsured through AIG subsidiaries. AIG charges us directly for these insurance costs. We believe our insurance is adequate both as to coverage and amount.

Code of Ethics and Conduct

Our employees are subject to AIG’s Code of Conduct designed to assure that all employees perform their duties with honesty and integrity. In addition, our directors and officers are subject to AIG’s Director, Executive Officer, and Senior Financial Officer Code of Business Conduct and Ethics. Both of these Codes appear in the Corporate Governance section of www.aigcorporate.com.

Forward-Looking Statements

This annual report on Form 10-K contains or incorporates 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-K and include statements regarding, among other matters, 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 the industry, expressed or implied in such forward-looking statements. Such factors include, among others, general economic, business and industry 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 “Item 1A. Risk Factors” in this Form 10-K. We do not intend, and undertake no obligation to, update any forward-looking information to reflect actual results or future events or circumstances.

Item 1A.  Risk Factors

Our business is subject to numerous significant risks and uncertainties as described below. Many of these risks are interrelated and occur under similar business and economic conditions, and the occurrence of certain of them may in turn cause the emergence, or exacerbate the effect, of others. Such a combination could materially increase the severity of the impact on us. As a result, should certain of these risks emerge, we may need additional support from AIG or additional secured financing. Without additional support from AIG or if we fail to obtain secured financing from a third party lender, in the future there could exist doubt concerning our ability to continue as a going concern. The numerous risks and

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uncertainties to which our business is subject are described below and in the section titled “Item 7A. Quantitative and Qualitative Disclosures About Market Risk.”

Liquidity Risk

We have historically depended on our access to the public debt markets and bank loans in addition to our operating cash flows, to finance the purchase of aircraft and repay our maturing debt obligations. 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 access the commercial paper market since the third quarter of 2008, we currently have limited access to the unsecured debt markets, and the maximum amount available under our senior revolving credit facilities is outstanding.

We cannot determine if the commercial paper market will be available to us again, or when we will be able to access the unsecured debt markets. We are therefore currently seeking other ways to fund our purchase commitments of aircraft and future maturing debt obligations, including through secured financings and additional support from AIG. During 2009, we entered into two credit agreements aggregating $3.9 billion with AIG Funding to assist in funding our liquidity needs, including the repayment of our obligations under our $2.0 billion revolving credit agreement that matured on October 15, 2009. The credit agreements are secured by a portfolio of aircraft and other assets related to the pledged aircraft. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt Financings” for additional information on these credit agreements. We also increased the total amount available under our 2004 Export Credit Agency (“ECA”) facility by $1.0 billion in May 2009 and at February 25, 2010, we had approximately $682 million available under that facility to use for purchases of new Airbus aircraft through June 2010, provided we receive consent from the security trustee, as required with our current long-term debt ratings. In addition, we entered into secured financings with respect to two aircraft during the second quarter of 2009.

Under our existing public debt indentures and bank loans, we and our subsidiaries are permitted to incur secured indebtedness totaling up to 12.5% of consolidated net tangible assets, as defined in such debt agreements, which is currently approximately $4.7 billion. Therefore, we can currently incur additional secured financings totaling approximately $800 million under these existing debt agreements, provided we receive any required consents from the FRBNY. Furthermore, it may be possible, subject to receipt of required consents from AIG Funding, the FRBNY, and the lenders under our bank 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 subsidiaries under our public debt indentures. We will need to seek relief from our bank lenders with regard to the 12.5% limitation. We cannot predict whether the banks, AIG Funding, or the FRBNY will consent to us incurring additional secured debt.

Because of the poor condition of current credit markets and AIG’s announced plans to continue to explore alternative restructuring opportunities for 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 AIG to provide additional support to us.

We are also pursuing potential aircraft sales, which could aggregate up to $3.5 billion in proceeds. Proposed portfolios have been presented to potential buyers; some bids have been received and are being evaluated. In evaluating the bids we are balancing the need for funds with the long term value of holding aircraft and long term prospects for us. Significant uncertainties exist as to the aircraft comprising any actual sale portfolio, the sale price for any such portfolio, and whether we can reach an agreement with terms acceptable to the buyers and us. Furthermore, if an agreement is reached, the transaction would have to be approved by the FRBNY. Therefore, we cannot predict whether a sale of aircraft will occur.

Because the current market for aircraft is depressed due to the economic downturn and limited availability of buyer financing, a sale would likely result in a realized loss. Based on the range of potential aircraft portfolio sales currently being explored, the potential for impairment or realized loss could be material to the results of operations for an individual period. The amount of potential loss would be dependent upon the specific aircraft sold, the sale price, the sale date and any other sale contingencies.

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If we are unable to raise sufficient cash from these strategies, we may be unable to meet our 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.

Borrowing Risks

Credit Ratings Downgrade Risk — Our ability to access debt markets and other financing sources is, in part, dependent on our credit ratings. In addition to affecting the availability of unsecured financing, credit ratings also directly impact our cost of financing. Since September 2008, we have experienced multiple downgrades in our credit ratings by the three major nationally recognized statistical rating organizations. These credit rating downgrades, combined with externally generated volatility, have limited our ability to access unsecured debt markets and resulted in unattractive funding costs in the private debt markets.

Additionally, our current long-term debt ratings impose the following restrictions under the 1999 and 2004 ECA facilities: (i) we must receive written consent from the security trustee before we can fund Airbus aircraft deliveries under the 2004 ECA facility; (ii) we must segregate all security deposits, maintenance reserves, and rental payments received under the leases of the aircraft financed under the 1999 and 2004 ECA facilities into separate accounts controlled by the security trustees (segregated rental payments will be used to pay principal and interest on the outstanding debt); and (iii) we must file individual mortgages on the aircraft funded under the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective lessees operate. At December 31, 2009, we had segregated security deposits, maintenance reserves and rental payments aggregating approximately $315 million related to aircraft funded under the 1999 and 2004 ECA facilities.

We do not anticipate improvement in our credit ratings until there is clarity related to our ownership structure. Further ratings downgrades could increase our borrowing costs and further limit our access to the unsecured debt markets.

Interest Rate Risk — We are impacted by fluctuations in interest rates. Our lease rates are generally fixed over the life of the lease. Changes, both increases and decreases, in our cost of borrowing, as reflected in our composite interest rate, directly impact our net income. We manage the interest rate volatility and uncertainty by maintaining a balance between fixed and floating rate debt, through derivative instruments and through matching debt maturities with lease maturities.

The interest rates that we obtain on our debt financing are a result of several components, including credit spreads, swap spreads, duration, and new issue premiums. These are all in addition to the underlying Treasury or LIBOR rates, as applicable. Volatility in our perceived risk of default, our parent’s risk of default, or in a market sector’s risk of default all have an impact on our cost of funds.

As mentioned above, we are currently limited to secured financings, which will increase our future cost of funds and negatively affect future earnings. A one percent increase in our composite interest rate at December 31, 2009 would have increased our interest expense by approximately $300 million annually, which would put downward pressure on our operating margins.

Relationship with AIG

AIG as Our Parent Company — We are an indirect wholly-owned subsidiary of AIG. Although neither AIG nor any of its subsidiaries is a co-obligor or guarantor of our debt securities, circumstances affecting AIG have an impact on us. We can give no assurance how further changes in circumstances related to AIG would impact us.

Restrictive Covenants on Our Operations — AIG experienced liquidity issues beginning in the third quarter of 2008 and has, among its several important transactions and relationships with the FRBNY, entered into the FRBNY Credit Agreement, which includes financial and other restrictive covenants. As a subsidiary of AIG, we are subject to the covenants under the FRBNY Credit Agreement. Additionally, during the fourth quarter of 2009, we entered

9

into two credit agreements with AIG Funding that also contain restrictive covenants. The covenants in these credit agreements restrict, among other things, our ability to:

•  incur debt;

•  encumber our assets;

•  dispose of certain assets;

•  enter into sale-leaseback transactions;

•  make equity or debt investments in other parties;

•  make capital expenditures; and

•  pay dividends and distributions.

These covenants may affect our ability to operate and finance our business as we deem appropriate.

AIG as Our Counterparty of Derivatives — AIG Financial Products Corp. (“AIGFP”), a wholly-owned subsidiary of AIG with an explicit guarantee from AIG, is the counterparty of all our interest rate swaps and foreign currency swaps. If our counterparty is unable to meet its obligations under the derivative contracts, it would have a material impact on our financial results and cash flows.

AIG Going Concern Consideration — In connection with the preparation of its annual report on Form 10-K for the year ended December 31, 2009, AIG management assessed whether AIG has the ability to continue as a going concern. After considering several factors as outlined in AIG’s Form 10-K filed on February 26, 2010, AIG’s management believes that it will have adequate liquidity to finance and operate its businesses, execute its asset disposition plan, and repay its obligations for at least the next twelve months. In connection with making their going concern assessment and conclusion, AIG management and the Board of AIG have confirmed that “as first stated by the U.S. Treasury and the Federal Reserve in connection with the announcement of the AIG Restructuring Plan on March 2, 2009, the U.S Government remains committed to continuing to work with AIG to maintain its ability to meet its obligations as they come due.” It is possible that the actual outcome of one or more of AIG’s plans could be materially different or that one or more of its significant judgments or estimates could prove to be materially incorrect. If one or more of these possible outcomes are realized, AIG may need additional U.S. government support to meet its obligations as they come due. If AIG is not able to meet its obligations as they come due, it will have a significant impact on our operations, including limiting our ability to issue new debt and to receive additional support from AIG.

Key Personnel Risk

Our senior management’s reputation and relationships with lessees and sellers of aircraft are a critical element of our business. The reduction in AIG’s common stock price has dramatically reduced the value of equity awards previously made to our key employees. Furthermore, the American Recovery and Reinvestment Act of 2009 contains restrictions on bonus and other incentive compensation payable to the five executives named in a company’s proxy statement and the next 20 highest paid employees of companies receiving TARP funds. Pursuant to the Recovery Act, the Special Master issued a Determination Memorandum with respect to AIG’s named executive officers (except for the Chief Executive Officer) and 20 highest paid employees, and reviewed AIG’s compensation arrangements for its next 75 most highly compensated employees and issued a Determination Memorandum on their compensation structures, which placed significant new restrictions on their compensation as well. Our Acting Chief Executive Officer and Chief Financial Officer are among the 25 highest paid employees who are subject to these restrictions. Historically, we have embraced a pay-for-performance philosophy. Based on the limitations placed on incentive compensation by the Determination Memoranda issued by the Special Master, it is unclear whether, for the foreseeable future, we will be able to create a compensation structure that permits us to retain and motivate our most senior and most highly compensated employees and other high performing employees who become subject to the purview of the Special Master. We also stand the risk of our key employees exploring other career opportunities due to the upheaval at AIG and related uncertainties of the future of ILFC. On February 5, 2010, Steven F. Udvar-Hazy retired as a director and our Chief Executive Officer, and Julie I. Sackman, our Executive Vice President, General Counsel and Secretary, has informed us that she will retire effective May 1, 2010. John L. Plueger, our President and Chief Operating Officer, was named Acting Chief Executive Officer, and Brian M. Monkarsh, formerly Vice President and Corporate Counsel, was named Senior Vice President and Assistant

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General Counsel. The inability by us to retain and motivate our key employees could negatively impact our ability to conduct business.

Overall Airline Industry Risk

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 ability to succeed is dependent upon the financial strength of our customers. Their ability to compete effectively in the market place and manage these risks has a direct impact on us. These risks include:

•  Demand for air travel

•  Competition between carriers

•  Fuel prices and availability

•  Labor costs and stoppages

•  Maintenance costs

•  Employee labor contracts

•  Air traffic control infrastructure constraints

•  Airport access

•  Insurance costs and coverage

•  Heavy reliance on automated systems

•  Geopolitical events

•  Security, terrorism and war

•  Worldwide health concerns

•  Equity and borrowing capacity

•  Environmental concerns

•  Government regulation

•  Interest rates

•  Overcapacity

•  Natural disasters

To the extent that our customers are affected by these risk factors, we may experience:

•  lower demand for the aircraft in our fleet and reduced market lease rates and lease margins;

•  a higher incidence of lessee defaults, lease restructurings and repossessions affecting net income due to maintenance, consulting and legal costs associated with the repossessions, as well as lost revenue for the time the aircraft are off lease and possibly lower lease rates from the new lessees;

•  a higher incidence of situations where we engage in restructuring lease rates for our troubled customers which reduces overall lease revenue;

•  an inability to immediately place new and used aircraft on commercially acceptable terms when they become available through our purchase commitments and regular lease terminations, resulting in lower lease margins due to aircraft not earning revenue and resulting in payments for storage, insurance and maintenance; and

•  a loss if our aircraft is damaged or destroyed by an event specifically excluded from the insurance policy such as dirty bombs, bio-hazardous materials and electromagnetic pulsing.

Lessee Non-Performance Risk

Our business depends on the ability of our airline customers to meet their obligations to us and if their ability materially decreases, it may negatively affect our business, financial condition, results of operations and cash flows, as discussed above in Overall Airline Industry Risk.

We manage lessee non-performance risk by obtaining security deposits and overhaul rentals as well as continuous monitoring of lessee performance and future outlook.

Airframe, Engine and Other Manufacturer Risks

The supply of jet transport aircraft, which we purchase and lease, is dominated by two airframe manufacturers, Boeing and Airbus, and a limited number of engine manufacturers. As a result, we are dependent on the manufacturers’ success in remaining financially stable, producing aircraft and related components which meet

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the airlines’ demands, both in type and quantity, and fulfilling their contractual obligations to us. Further, competition between the manufacturers for market share is intense and may lead to instances of deep discounting for certain aircraft types and may negatively impact our competitive pricing. Should the manufacturers fail to respond appropriately to changes in the market environment or fail to fulfill their contractual obligations, we may experience:

•  missed or late delivery of aircraft ordered by us and an inability to meet our contractual obligations to our customers, resulting in lost or delayed revenues, lower growth rates and strained customer relationships;

•  an inability to acquire aircraft and related components on terms which will allow us to lease those aircraft to customers at a profit, resulting in lower growth rates or a contraction in our fleet;

•  a marketplace with too many aircraft available, creating downward pressure on demand for the aircraft in our fleet and reduced market lease rates;

•  poor customer support from the manufacturers of aircraft and components resulting in reduced demand for a particular manufacturer’s product, creating downward pressure on demand for those aircraft in our fleet and reduced market lease rates for those aircraft; and

•  reduction in our competitiveness due to deep discounting by the manufacturers, which may lead to reduced market lease rates and may impact our ability to remarket or sell aircraft in our fleet.

Aircraft Related Risks

Residual Value — We bear the risk of re-leasing or selling the aircraft in our fleet that are subject to operating leases at the end of their lease terms. Operating leases bear a greater risk of realizations of residual values, because only a portion of the equipment’s value is covered by contractual cash flows at lease inception. In addition to factors linked to the aviation industry in general, other factors that may affect the value and lease rates of our aircraft include (i)  maintenance and operating history of the airframe and engines; (ii) the number of operators using the particular type of aircraft; and (iii) aircraft age. If both demand for aircraft and market lease rates decrease and the conditions continue for an extended period, they could affect the market value of aircraft in our fleet and may result in impairment charges. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates — Flight Equipment.” Further, deterioration of aircraft values may create losses related to our aircraft asset value guarantees.

Obsolescence Risk — Aircraft are long-lived assets requiring long lead times to develop and manufacture. As a result, aircraft of a particular model and type tend to become obsolete and less in demand over time, when newer more advanced and efficient aircraft are manufactured. This life cycle, however, can be shortened by world events, government regulation or customer preferences. As aircraft in our fleet approach obsolescence, demand for that particular model and type will decrease. This may result in declining lease rates, impairment charges, or losses related to aircraft asset value guarantees.

Greenhouse Gas Emissions Risk — Aircraft emissions of greenhouse gases vary with aircraft type and age. In response to climate change, if any, worldwide government bodies may impose future restrictions or financial penalties on operations of aircraft with high emissions. It is unclear what effect, if any, such regulations will have on our operations.

Other Risks

Foreign Currency Risk — We are exposed to foreign currency risk through the issuance of debt denominated in foreign currencies and through leases negotiated in Euros. We reduce the foreign currency risk by negotiating the majority of our leases in U.S. dollars and by hedging all the foreign currency denominated debt through derivative instruments. If the Euro exchange rate to the U.S. dollar deteriorates, we will record less lease revenue on lease payments received in Euros.

Accounting Pronouncements — A joint committee of the US Financial Accounting Standards Board, or FASB, and the International Accounting Standards Board is developing a new standard for lease accounting. In March 2009, both Boards released separate Discussion Papers for which the comment period closed in July 2009. The Boards have continued to discuss and modify their views on the issues presented in the Discussion Papers. The current view is to have lessees record a “right to use” asset and a lease obligation on their statement of financial

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position based upon the discounted lease payments, as defined. Lessors would record lease receivables and a performance obligation liability on their statement of financial position also based on the discounted lease payments, as defined. Lessor revenue would be modified to contain an interest income component as well as lease revenue. These views continued to be discussed and modified and are subject to further change as the Boards continue to deliberate. The Boards intend to issue an Exposure Draft of the proposed standard in the second quarter of 2010 and have a final standard promulgated by the first half of 2011. At present management is unable to assess the effects of adopting the new standard.

Item 1B.  Unresolved Staff Comments

None

Item 2.  Properties

Flight Equipment

Historically management has frequently reviewed opportunities to acquire suitable commercial jet aircraft based not only on market demand and customer airline requirements, but also on our fleet portfolio mix, leasing strategies, and likely timeline for development of future aircraft. Before committing to purchase specific aircraft, management takes into consideration factors such as estimates of future values, potential for remarketing, trends in supply and demand for the particular type, make and model of aircraft and engines, trends in local, regional, and worldwide air travel, fuel economy, environmental considerations (e.g., nitrogen oxide emissions, noise standards), operating costs, and anticipated obsolescence. Until we have addressed our current financial position, we will likely not pursue any new aircraft purchases over and above our current contracted deliveries.

At December 31, 2009, all of our fleet was Stage III compliant. This means that the aircraft hold or are capable of holding a noise certificate issued under Chapter 3 of Volume 1, Part II of Annex 16 of the Chicago Convention or have been shown to comply with the Stage III noise levels set out in Section 36.5 of Appendix C of Part 36 of the Federal Aviation Regulations of the U.S. At December 31, 2009, the average age of aircraft in our fleet was 7.4 years.

The following table shows the scheduled lease terminations (for the minimum noncancelable period which does not include contracted unexercised lease extension options) by aircraft type for our operating lease portfolio at December 31, 2009:

Aircraft Type	2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		2020		2021		Total
737-300/400/500		5		13		11		13		7		4														53
737-600/700/800		3		27		41		33		22		25		26		15		7		3						202
757-200		3		10		14		11		13		9		2												62
767-200						1		1		1																3
767-300		1		9		6		10		9		9		2		2										48
777-200		1		12		8		8		3				2		1		3								38
777-300				3		1		2		1						11		10		7				1		36
747-300				2																						2
747-400		1		8		6		2																		17
MD-11				2				3		3																8
A300-600R/F										2		2				1		1								6
A310		1		1				2																		4
A319		1		6		17		19		24		16		13		16		8		9		1		2		132
A320		6		20		27		22		29		24		23		6		5		4		4				170
A321		1		11		6		6		26		7		19		6		1		3						86
A330-200		1		6		13		13		11		6		4		4						2		1		61
A330-300		3		6		3		4		2		7		4												29
A340-300		2		6		3		3		1																15
A340-600								1		1		4		2		2		2		1						13
Total		29		142		157		153		155		113		97		64		37		27		7		4		985

The schedule excludes eight aircraft which were not subject to lease at December 31, 2009, seven of which were subsequently leased. As of February 25, 2010, leases covering 11 of the 29 aircraft with lease expiration dates in 2010 had been extended or leased to other customers.

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Commitments

At December 31, 2009, we had committed to purchase the following new aircraft at an estimated aggregate purchase price (including adjustment for anticipated inflation) of approximately $13.7 billion for delivery as shown below. The recorded basis of aircraft may be adjusted upon delivery to reflect credits given by the manufacturers in connection with the leasing of aircraft.

Aircraft Type	2010		2011		2012		2013		2014		2015		2016		2017		2018		2019		Total
737-600/700/800(a)				5		5																10
787-8/9(a)						4		10		5		4		6		12		17		16		74
A319-100		1		1																		2
A320-200(a)		3																				3
A321-200(a)		1																				1
A350XWB-800/900(a)										2		4		8		6						20
A380-800(b)								5		3		2										10
Total		5		6		9		15		10		10		14		18		17		16		120

(a)	We have the right to designate the size of the aircraft within the specific model type at specific dates prior to contractual delivery.
(b)	Subject to cancellation options before December 31, 2010. Subsequent to December 31, 2009, we delayed the deliveries of the A380s, each by one year.

We anticipate that a portion of the aggregate purchase price will be funded by incurring additional debt. The exact amount of the indebtedness to be incurred will depend, in part, upon the actual purchase price of the aircraft, which can vary due to a number of factors, including inflation.

The new aircraft listed above are being purchased pursuant to purchase agreements with each of Boeing and Airbus. These agreements establish the pricing formulas (which include certain price adjustments based upon inflation and other factors) and various other terms with respect to the purchase of aircraft. Under certain circumstances, we have the right to alter the mix of aircraft type ultimately acquired. As of December 31, 2009, we had made non-refundable deposits (exclusive of capitalized interest) with respect to the aircraft which we have committed to purchase of approximately $79 million with Boeing and $55 million with Airbus.

As of February 25, 2010, we had entered into contracts for the lease of new aircraft scheduled to be delivered through 2019 as follows:

	Number of		Number
Delivery Year	Aircraft		Leased		% Leased
2010		5		5		100	%
2011		6		2		33
2012		9		3		33
2013(a)		10		9		90
2014(a)		12		7		58
Thereafter(a)		78		14		18

(a) Subsequent to December 31, 2009, the A380 aircraft on order were delayed, each by one year. The original delivery dates were five in 2013, three in 2014 and two in 2015, respectively.

We will need to find customers for aircraft presently on order, and for any new aircraft ordered, and not subject to a lease or sale contract, and we will need to arrange financing for portions of the purchase price of such equipment. Although we have been successful to date in placing new aircraft on lease and have been able to obtain adequate financing in the past, there can be no assurance as to the future continued availability of lessees or of sufficient amounts of financing on acceptable terms.

Facilities

Our principal offices are located at 10250 Constellation Blvd., Suite 3400, Los Angeles, California 90067. We occupy space under a lease which expires in 2015. As of December 31, 2009, we occupied approximately

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127,000 square feet of office space. Starting in March 2009, we leased an additional 22,000 square feet, which is subleased to third parties.

Item 3.  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.

Estate of Volare Airlines (“Volare”):  In November 2004, Volare, an Italian airline, filed for bankruptcy in Italy. Prior to Volare’s bankruptcy, we leased to Volare through wholly-owned subsidiaries two A320-200 aircraft and four A330-200 aircraft. In addition, we managed the lease to Volare of one A330-200 aircraft by an entity that is a related party to us. In October 2009, the Volare bankruptcy receiver filed a claim in an Italian court in the amount of €29,592,210 against us and our related party for the return to the Volare estate of all payments made by Volare to us and our related party in the year prior to Volare’s bankruptcy filing. We have engaged Italian counsel to represent us and intend to defend this matter vigorously. We cannot predict the outcome of this matter, 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.

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PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

We are an indirect wholly-owned subsidiary of AIG and our common stock is not listed on any national exchange or traded in any established market. We did not pay any dividends on our common stock in 2009. In 2008 and 2007 we paid and accrued dividends to our parent company aggregating $46.4 million and $38.0 million, respectively. Under the most restrictive provisions of our public debt indentures and bank credit agreements, consolidated retained earnings at December 31, 2009 in the amount of approximately $2.5 billion were unrestricted as to the payment of dividends. We are, however, currently restricted from paying dividends to AIG under the FRBNY Credit Agreement.

Item 6. Selected Financial Data

The following table summarizes selected consolidated financial data and certain operating information of the Company. The selected consolidated financial data should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and accompanying notes included elsewhere herein.

	Years Ended December 31,
	2009			2008			2007			2006			2005
	(Dollar amounts in thousands)
Operating Data:
Rentals of flight equipment	$	5,275,219		$	4,943,448		$	4,587,611		$	3,984,948		$	3,482,210
Flight equipment marketing		(11,687	)		46,838			30,613			71,445			66,737
Interest and other income		58,209			98,260			111,599			86,304			61,426
Total revenues		5,321,741			5,088,546			4,729,823			4,142,697			3,610,373
Expenses		3,925,574			3,993,825			3,814,938			3,426,590			2,936,190
Income before income taxes		1,396,167			1,094,721			914,885			716,107			674,183
Net income		895,629			703,125			604,366			499,267			438,349
Ratio of Earnings to Fixed Charges and Preferred Stock Dividends(a):		2.00	x		1.66	x		1.52	x		1.43	x		1.50	x
Balance Sheet Data:
Flight equipment under operating leases (net of accumulated depreciation)	$	43,929,801		$	43,220,139		$	41,797,660		$	38,475,949		$	34,748,932
Net investment in finance and sales-type leases		261,081			301,759			307,083			283,386			308,471
Total assets		45,967,042			47,315,514			44,830,590			42,035,528			37,530,327
Total debt(b)		29,711,739			32,476,668			30,451,279			28,860,242			26,104,165
Shareholders’ equity		8,550,176			7,625,213			7,028,779			6,574,998			6,172,562
Other Data:
Aircraft lease portfolio at period end(c):
Owned		993			955			900			824			746
Subject to finance and sales-type leases		11			9			9			10			17
Aircraft sold or remarketed during the period		9			11			9			21			29

 (a) See Exhibit 12.

 (b)  Includes subordinated debt, synthetic lease obligations and loans from AIG Funding when applicable and does not include foreign currency adjustment related to foreign currency denominated debt swapped into $US.

 (c) See “Item 2. Properties — Flight Equipment.”

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Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Our primary business operation has historically been to acquire new commercial jet aircraft from Boeing and Airbus and lease those aircraft to airlines throughout the world. Until we have addressed our current financial position, we will likely not pursue any new aircraft purchases over and above our current contracted deliveries. We will continue to lease our existing fleet and provide fleet management services to investors and/or owners of aircraft portfolios for a management fee. In addition to our leasing and fleet management activities, at times we sell aircraft from our leased aircraft fleet to other leasing companies, financial services companies and airlines, and remarket and sell aircraft owned by others for a 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.

Our Fleet

During 2009, we took delivery of 49 new aircraft from Boeing and Airbus and sold nine aircraft from our leased fleet. As of December 31, 2009, we owned 993 aircraft, had 11 additional aircraft in the fleet classified as finance and sale-type leases, and provided fleet management services for 99 aircraft. We have contracted with Airbus and Boeing to buy 120 new aircraft for delivery through 2019 with an estimated purchase price of $13.7 billion. We anticipate the purchases to be financed in part by operating cash flows and in part by incurring additional debt.

Of the 120 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. We have signed contracts for 29 of the 74 787s on order. The leases we have signed with our customers and our purchase agreements with Boeing are both subject to cancellation clauses related to delays in delivery dates, though as of February 25, 2010, there have been no cancellations by any party. One customer, however, with signed leases for two 787s ceased operations during the fourth quarter of 2009. We are in discussions with Boeing related to 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. A combination of the challenges facing our parent, AIG, the downgrades in our credit ratings by the rating agencies, and the turmoil in the credit markets has eliminated our ability to access the commercial paper market and limited our access to the debt markets. We are currently seeking secured financings. See “Liquidity” below. During 2009, we entered into two credit agreements aggregating $3.9 billion with AIG Funding to assist in funding our liquidity needs, including the repayment of $2.0 billion under our revolving credit agreement that matured on October 15, 2009. The loans are secured by a portfolio of aircraft and other assets related to the pledged aircraft. In order to receive the FRBNY’s consent to the loans, we also guaranteed the repayment of AIG’s obligations under the FRBNY Credit Agreement up to an amount equal to the aggregate outstanding balance of the loans entered into with AIG Funding. See “Liquidity” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Debt Financings.”

Aircraft Industry and Sources of Revenues

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.

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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 worsened economic conditions. We have seen airlines declare bankruptcy, cease operations, cancel routes, eliminate jobs, and retire aircraft in an attempt to reduce capacity. The financial stress has caused a slow-down in the airline industry. We believe that these conditions will continue through most of 2010 and will have a negative impact on our future operating results through increased costs associated with repossessing and deploying aircraft. There is generally a lag before an improvement in the economic conditions result in an increase in travel and a recovery of the financial health of the airline industry. Recently we have seen freight traffic, which often is considered the bellwether of the airline industry, starting to recover, and we currently see our customers increasingly willing to extend their existing leases. This could indicate that we may see some financial recovery of the airline industry starting in late 2010.

We typically contract to re-lease aircraft before the end of the existing lease term and 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 consider facts and circumstances, including potential sales, that would require us to modify our assumptions used in our recoverability assessments and prepare revised recoverability assessments as necessary. Further, 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. In the fourth quarter of 2009, we recognized impairment charges in the amount of $52.9 million related to three older out-of-production aircraft. As of December 31, 2009, in addition to these three aircraft, we had identified 14 aircraft as being susceptible to failing the recoverability test. These 14 aircraft had an aggregate net book value of approximately $312 million at December 31, 2009. Management believes that the carrying values of these and all other aircraft are supported by the estimated future undiscounted cash flows expected to be generated by each aircraft.

As a result of the above conditions, three of our customers ceased operations during 2009; FlyLAL — Lithuanian Airlines, Myair.com S.p.A., and Globespan Airways Ltd. These customers operated nine of our aircraft. Eight of which were subsequently leased to other airlines and one remained available for lease at February 25, 2010.

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 may not yet be fully reflected in our results. Although we continue to see lease rates contracting across most aircraft types, the rate of contraction has generally slowed as of February 25, 2010. 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 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. During the fourth quarter of 2009, we restructured past due lease payments aggregating $35.1 million relating to eight customers operating 27 aircraft. At December 31, 2009, 12 customers operating 25 aircraft remained two or more months past due on $31.9 million of lease payments relating to some of those aircraft. Of this amount, we recognized $25.0 million in rental income through December 31, 2009, and as of February 25, 2010, we had collected $23.9 million thereof. In comparison, at December 31, 2008, 20 customers operating 73 aircraft were two or more months past due on $49.3 million of lease payments relating to some of those aircraft. Of this amount, we recognized $45.5 million in rental income through December 31, 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 December 31, 2009, customers with $36.4 million carrying value of notes receivable were two months or more behind on principal and interest payments totaling $2.6 million.

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. At February 25, 2010, we have signed leases for all of our new aircraft deliveries through the end of 2010. Furthermore, our

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contractual purchase commitments for future new aircraft deliveries through 2019 are at historic lows. We are working to solve our liquidity challenges as part of our strategic plan, to position ourselves to reap benefits from any opportunities that a down market may present.

Liquidity

As of the date of this report, due to the challenges facing our parent, AIG, the downgrades in our credit ratings by the rating agencies, and the recent turmoil in the credit markets, we are unable to access the commercial paper market and have limited access to unsecured debt markets and have borrowed the maximum amount under our senior revolving credit facilities. Therefore, we have recently funded our aircraft purchase commitments and maturing debt obligations and other contractual obligations through other methods, including secured financings and support from AIG.

At December 31, 2009, we had approximately $682 million available for the financing of new Airbus aircraft under our 2004 ECA facility. As a result of our current long-term debt ratings, under the terms of our 1999 and 2004 ECA facilities, we are required to segregate into accounts controlled by the security trustees of the ECA facilities security deposits, maintenance reserves, and rental payments received under the leases related to the aircraft funded under the facilities (segregated rental payments will be used to pay principal and interest on the outstanding debt). Segregated amounts totaled approximately $315 million at December 31, 2009. In addition, we need written consent from the security trustee of our 2004 ECA facility before we can fund future Airbus aircraft deliveries under the facility. We obtained consent for 19 of the 24 Airbus aircraft we purchased since March 17, 2009, when the security trustee’s consent became required. We financed the 19 aircraft under the facility during 2009, and subsequent to December 31, 2009, we obtained consent for and expect to finance the remaining five aircraft delivered in the fourth quarter of 2009 in March 2010.

We borrowed $3.9 billion from AIG Funding during 2009 to assist in funding our liquidity needs, including the repayment of our obligations under our $2.0 billion revolving credit agreement that matured on October 15, 2009. These term loans are secured by a portfolio of aircraft and other assets related to the pledged aircraft. See “Debt Financings — Loans from AIG Funding.” We also entered into secured financings with respect to two aircraft during the second quarter of 2009. Under our existing public debt indentures and bank loans, we and our subsidiaries are permitted to incur secured indebtedness totaling up to 12.5% of consolidated net tangible assets, as defined in such debt agreements, which is currently approximately $4.7 billion. Therefore, we can currently incur additional secured financings totaling approximately $800 million under these existing debt agreements, provided we receive any required consents from the FRBNY. Furthermore, it may be possible, subject to receipt of any required consents from AIG Funding, the FRBNY, and the lenders under our bank 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. We will need to seek relief from our bank lenders with regard to the 12.5% limitation. We cannot predict whether the banks, AIG Funding, or the FRBNY will consent to us incurring additional secured debt.

We are also currently pursuing potential aircraft sales which could aggregate up to $3.5 billion in proceeds. Proposed portfolios have been presented to potential buyers; some bids have been received and are being evaluated. In evaluating the bids we are balancing the need for funds with the long term value of holding aircraft and long term prospects for us. Significant uncertainties exist as to the aircraft comprising any actual sale portfolio, the sale price for the portfolio, and whether we can reach an agreement with terms acceptable to the buyers and us. If an agreement is reached, the transaction would also have to be approved by the FRBNY. Therefore, we cannot predict whether a sale of aircraft will occur. Because the current market for aircraft is depressed due to the economic downturn and limited availability of buyer financing, a sale would likely result in a realized loss. Based on the range of potential aircraft portfolio sales currently being explored, the potential for impairment or realized loss could be material to our results of operations for an individual period. The amount of potential loss would be dependent upon the specific aircraft sold, the sale price, the sale date and any other sale contingencies.

Because of the poor condition of current credit markets and AIG’s plans to explore alternative restructuring opportunities for us, we may not be able to obtain additional secured financing from third parties on favorable terms, if at all. We also may be unable to reach an agreement to sell a portfolio of our aircraft on terms acceptable to both

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parties. Therefore, we may need to seek additional support from AIG, which is subject to the FRBNY’s consent. We cannot predict whether AIG can obtain the FRBNY’s consent to allow AIG to provide additional support to us.

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

Current Situation

As discussed in greater detail above under “Liquidity,” we are currently unable to access the commercial paper market and have limited access to unsecured debt markets and we cannot determine if the commercial paper market will be available to us again, or when we will be able to access the unsecured markets. As a result, we borrowed $3.9 billion from AIG Funding during 2009 to fund our liquidity needs and we are currently seeking secured financings, as permitted under our existing debt agreements.

Furthermore, as a subsidiary of AIG, we are subject to the covenants in the FRBNY Credit Agreement and our credit agreements with AIG Funding also contain restrictive covenants. The covenants in these credit agreements restrict, among other things, our ability to:

•  incur debt;

•  encumber our assets;

•  dispose of certain assets;

•  enter into sale-leaseback transactions;

•  make equity or debt investments in other parties;

•  make capital expenditures; and

•  pay dividends and distributions.

These covenants may affect our ability to operate and finance our business as we deem appropriate, including our ability to incur secured indebtedness or sell aircraft in order to meet our liquidity needs..

Management’s Plans

Because we cannot determine if the commercial paper market will be available to us or when the unsecured debt markets may become fully available to us again, we are currently seeking other ways to fund our aircraft purchase commitments and future maturing obligations.

We are currently seeking the following sources of funding, as discussed in greater detail above under “Liquidity”:

•  We intend to continue to seek financing available under our 2004 ECA facility. At December 31, 2009, we had approximately $682 million available for the financing of Airbus aircraft under our 2004 ECA facility. As a result of our current long-term debt ratings, we are required to receive written consent from the security trustee before we can fund future Airbus aircraft deliveries. We obtained consent for 19 of the 24 Airbus aircraft we purchased since March 17, 2009, when the security trustee’s consent became required. We financed the 19 aircraft under the facility during 2009, and subsequent to December 31, 2009, we obtained consent for and expect to finance the remaining five aircraft delivered in the fourth quarter of 2009 in March 2010.

•  We are currently seeking secured financings aggregating $750 million from various institutions. Under our existing debt agreements we and our subsidiaries have certain restrictions, as mentioned above, and currently have approximately $800 million available to us for additional secured financings.

•  We are currently pursuing potential aircraft sales that could aggregate up to $3.5 billion in proceeds. Significant uncertainties exist regarding whether we could reach an agreement with buyers, what the terms of any potential sale would be and whether the FRBNY would approve any agreement reached by our Board of Directors. Because the current market for aircraft is depressed due to the economic downturn and limited availability of buyer financing, a sale would likely result in a realized loss, which could be material to our results of operations for an individual reporting period. If the sales portfolios on offer result in sales, there will be an aging of the ILFC aircraft fleet. The portfolios are not cross sections of the ILFC aircraft fleet, but consist of primarily younger aircraft.

The FRBNY collateral pool is very large and consists of younger, in production aircraft. The FRBNY must approve all sales and secured borrowing, other than borrowing under the 2004 ECA facility. We cannot predict how this will impact the timing and conclusion of any potential sales.

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If the above sources of liquidity are not sufficient to meet our contractual obligations as they come due over the next twelve months, we will seek additional funding from AIG, which funding would be subject to the consent of the FRBNY.

As stated in AIG’s annual report on Form 10-K for the period ended December 31, 2009, AIG intends to provide support to us through February 28, 2011, to the extent that secured financing, aircraft sales and other sources of funds are not sufficient to meet liquidity needs.

Management’s Assessment and Conclusion

In assessing our current financial position, liquidity needs and ability to meet our obligations as they come due, management made significant judgments and estimates with respect to the potential financial and liquidity effects of our risks and uncertainties, including but not limited to:

•  credit ratings downgrade risk which could further reduce our ability to access public debt markets and our private debt;

•  financing requirements for future debt repayments and aircraft purchase commitments;

•  the potential financing sources discussed above;

•  cash flows from operations, including potential non-performance of lessees and the mitigation of such impact on revenue due to repossession rights, security deposits and overhaul rentals; and

•  cash flows generated from potential sales of aircraft portfolios and any uncertainties associated with those sales.

Based on AIG’s expressed intention to support us, its recent funding of $2.2 billion to us to repay our maturing debt, and management’s plans as described above, and after consideration of the risks and uncertainties of such plans, management believes 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.

Our 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 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.

Our Relationship with AIG

AIG has experienced liquidity problems that began in the third quarter of 2008 and, as a result, it has entered into a series of transactions with the FRBNY and the U.S. Department of the Treasury.

The FRBNY Credit Agreement

As more fully described in AIG’s annual report on Form 10-K for the period ended December 31, 2009, the FRBNY Credit Agreement obligations are guaranteed by certain AIG subsidiaries and the obligations are secured by a pledge of certain assets of AIG and its subsidiaries. As a subsidiary of AIG, we are subject to covenants under the FRBNY Credit Agreement, including covenants that may, among other things, limit our ability to incur debt, encumber or sell our assets, enter into sale-leaseback transactions, make equity or debt investments in other parties and pay distributions and dividends. In addition, although we are not a guarantor of the FRBNY Credit Agreement and did not pledge any assets to secure AIG’s obligation under that agreement, in connection with our borrowings from AIG Funding, in order to receive the FRBNY’s consent to the loans we did guarantee the repayment of AIG’s obligations under the FRBNY Credit Agreement up to an amount equal to the aggregate outstanding balance of our term loans from AIG Funding. AIG is required to repay the FRBNY Credit Agreement primarily from proceeds on

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sales of assets, including businesses. AIG is exploring divestiture opportunities for its non-core businesses and is exploring alternative restructuring opportunities for us.

AIG Going Concern Consideration

In connection with the preparation of its annual report on Form 10-K for the year ended December 31, 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 agreements in principle and the other expected transactions with the FRBNY and the U.S. Department of the Treasury, AIG management’s plans to stabilize its businesses and dispose of certain assets, and after consideration of the risks and uncertainties to such plans, AIG management indicated in the AIG annual report on Form 10-K for the year ended December 31, 2009 that it believes that it will have adequate liquidity to finance and operate its businesses, execute its asset disposition plan and repay its obligations for at least the next twelve months. It is possible that the actual outcome of one or more 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. If one of 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.

Debt Financings

We generally fund our operations, including aircraft purchases, through available cash balances, cash flows from operations, 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. In the past these funds were borrowed principally on an unsecured basis from various sources and include both public debt and bank facilities. In 2009, these funds were primarily provided by AIG Funding and other secured financings. At December 31, 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 year ended December 31, 2009, we borrowed $5.3 billion and $3.5 billion was provided by operating activities. The $5.3 billion borrowed included $1.1 billion borrowed under our 2004 ECA facility to fund Airbus aircraft purchases, $3.9 billion borrowed from AIG Funding to fund our other liquidity needs, including repaying our maturing debt obligations as they became due, and $0.3 billion of other financing arrangements. We had $336.9 million in cash and cash equivalents at December 31, 2009.

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

	December 31,
	2009			2008
	(Dollars in thousands)
Secured
ECA Financings	$	3,004,763		$	2,436,296
Loans from AIG Funding		3,909,567			—
Other Secured Financings(a)		153,116			—
		7,067,446			2,436,296
Unsecured
Commercial Paper		—			1,752,000
Public Bonds and Medium-Term Notes		16,566,099			19,748,541
Bank Debt		5,087,750			7,558,750
		21,653,849			29,059,291
Total Secured and Unsecured Debt Financing		28,721,295			31,495,587
Less: Deferred Debt Discount		(9,556	)		(18,919	)
		28,711,739			31,476,668
Subordinated Debt		1,000,000			1,000,000
	$	29,711,739		$	32,476,668
Selected interest rates and ratios which include the effect of derivative instruments:
Composite interest rate		4.35%			4.51%
Percentage of total debt at fixed rate		58.64%			63.89%
Composite interest rate on fixed debt		5.42%			5.41%
Bank prime rate		3.25%			3.25%

(a)  Of this amount, $129.6 million is non-recourse to ILFC. These secured financings were incurred by Variable Interest Entities and consolidated.

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 $391.1 million and $338.1 million at December 31, 2009 and 2008, respectively. Composite interest rates and percentages of total debt at fixed rates reflect the effect of derivative instruments. Our lower composite interest rate at December 31, 2009, compared to December 31, 2008, is driven by a decrease in short-term interest rates.

ECA Financings

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

In January 1999, we entered into the 1999 ECA facility 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 December 31, 2009, 32 loans with an aggregate principal value of $146.1 million remained outstanding under the facility and the net book value of the related aircraft was $1.8 billion. Twenty-one of the loans outstanding under the 1999 ECA facility are scheduled to mature during 2010.

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In May 2004, we entered into the 2004 ECA facility, 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 December 31, 2009, we had financed 66 aircraft using approximately $4 billion under this facility and approximately $2.9 billion was outstanding. The interest rates are either fixed or based on LIBOR. At December 31, 2009, the interest rates of the outstanding loans ranged from 0.45% to 4.71%. The net book value of the related aircraft was approximately $4.0 billion at December 31, 2009. As of February 25, 2010, we had approximately $682 million available under this facility.

Under the terms of our 1999 and 2004 ECA facilities, our current long-term debt ratings impose the following restrictions: (i) we must receive written consent from the security trustee before we can fund Airbus aircraft deliveries under the 2004 ECA facility; (ii) we must segregate all security deposits, maintenance reserves, and rental payments received under the leases of the aircraft financed under the 1999 and 2004 ECA facilities into separate accounts controlled by the security trustees (segregated rental payments will be used to pay principal and interest on the outstanding debt); and (iii) we must file individual mortgages on the aircraft funded under the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective lessees operate. At December 31, 2009, we had segregated security deposits, maintenance reserves and rental payments aggregating approximately $315 million related to aircraft funded under the 1999 and 2004 ECA facilities. The segregated amounts will fluctuate with changes in deposits, maintenance reserves, and debt maturities related to the aircraft funded under the facilities.

Since March 17, 2009, when the security trustee’s consent became required to finance aircraft purchases under the 2004 ECA facility, we obtained consent for and financed all 19 Airbus aircraft delivered through September 30, 2009 under the facility, and subsequent to December 31, 2009, we obtained consent for and expect to finance all five Airbus aircraft delivered during the fourth quarter of 2009 in March 2010. To the extent the security trustee of the 2004 ECA facility does not allow us to fund future purchases of Airbus aircraft under the 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.

Loans from AIG Funding

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 was based on LIBOR with a floor of 3.5%. On October 13, 2009, we amended and restated the two demand note agreements, including extending the maturity dates, and entered into a new $2.0 billion credit agreement with AIG Funding. We used the proceeds from the $2.0 billion loan to repay in full our obligations under our $2.0 billion revolving credit facility that matured on October 15, 2009. On December 4, 2009, we borrowed an additional $200 million from AIG Funding to repay maturing debt. The amount was added to the principal balance of the new credit agreement. These loans, aggregating $3.9 billion, mature on September 13, 2013 and are due in full at maturity with no scheduled amortization. The loans bore interest at a rate of 3-month LIBOR plus 3.025%, which was subsequently raised to 6.025%, as discussed below. The funds for the loans were provided to AIG Funding by the FRBNY pursuant to the FRBNY Credit Agreement. In order to receive the FRBNY’s consent to the loans, we entered into guarantee agreements to guarantee the repayment of AIG’s obligations under the FRBNY Credit Agreement up to an amount equal to the aggregate outstanding balance of the loans.

These loans (and the related guarantees) are secured by (i) a portfolio of aircraft and all related equipment and leases, with an aggregate average appraised value as of September 30, 2009 of approximately $7.4 billion plus additional temporary collateral with an aggregate average appraised value as of September 30, 2009 of approximately $10 billion that will be released upon the perfection of certain security interests, as described below; (ii) any and all collection accounts into which rent, maintenance reserves, security deposits and other amounts owing are paid under the leases of the pledged aircraft; and (iii) the shares or other equity interests of certain subsidiaries of ours that may own or lease the pledged aircraft in the future. In the event the appraised value of the collateral held falls below certain levels, we will be forced either to prepay a portion of the term loans without penalty or premium, or to grant additional collateral.

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We are also required to prepay the loans, without penalty or premium, upon (i) the sale of an aircraft (other than upon the sale or transfer to a co-borrower under the loans) in an amount equal to 75% of the net sale proceeds; (ii) the receipt of any hull insurance, condemnation or other proceeds in respect of any event of loss suffered by a pledged aircraft in an amount equal to 75% of the net proceeds received on account thereof; and (iii)  the removal of an aircraft from the collateral pool (other than in connection with the substitution of a non-pool aircraft for such removed aircraft in accordance with the terms of the loans) in an amount equal to 75% of the most recent appraised value of such aircraft. We are also required to repay the loans in full upon the occurrence of a change in control, which is defined in the loan agreements to include AIG ceasing to beneficially own 100% of our equity interests. We may voluntarily prepay the loans in part or in full at any time without penalty or premium.

The loans contain customary affirmative and negative covenants and include restrictions on asset transfers and capital expenditures. The loans also contain customary events of default, including an event of default under the loans if an event of default occurs under the FRBNY Credit Agreement. One event of default under the loans was the failure to perfect security interests, for the benefit of AIG Funding and the FRBNY, in certain aircraft pledged as collateral by December 1, 2009. We were unable to perfect certain of these security interests in a manner satisfactory to the FRBNY by December 1, 2009, and as a result entered into temporary waivers and amendments which (i) will allow us to release the temporary collateral of approximately $10 billion once we have completed the transfer of all the aircraft pledged as security to special purpose entities and perfected the security interests of all such aircraft for the benefit of AIG Funding and the FRBNY; (ii) required us to add certain aircraft leasing subsidiaries as co-obligors on the loans; and (iii) will require us to transfer pledged aircraft to special purpose entities within a prescribed time period (not less than three months from the date of notice) upon request, at any time, by AIG Funding (the “Transfer Mandate”). Pursuant to the temporary waiver and amendment, until all perfection requirements with regard to the pledged aircraft have been satisfied, the interest rate was raised to three-month LIBOR plus 6.025%, of which 3.0% is permitted to be paid-in-kind and is added to the principal balance of the loans. Additionally, if we do not comply with any Transfer Mandate within the prescribed time period, we will be in default under the loan agreements with AIG Funding and the interest rate may increase to three-month LIBOR with a 2% floor plus 9.025%. As of February 25, 2010, the FRBNY had not presented us with any Transfer Mandate. Within 30 days after our compliance with the perfection requirements for all of the pledged aircraft, including the transfer of all such aircraft to special purpose entities, a pool of aircraft with a 50% loan-to-value ratio will be selected by AIG Funding and the FRBNY from the pledged aircraft, and the additional temporary collateral with an aggregate appraised value of approximately $10 billion at September 30, 2009 will be released.

Other Secured Financing Arrangements

In May 2009, ILFC provided $39.0 million of subordinated financing to an entity, which we have determined is a Variable Interest Entity (“VIE”) of which we are the primary beneficiary. The primary beneficiary of a VIE is the party with the variable interest in the entity that absorbs the majority of the expected losses of the VIE, receives the majority of the expected residual returns of the VIE, or both. See Note M of Notes to Consolidated Financial Statements. Accordingly, we consolidate the entity into our consolidated financial statements. The entity used these funds and an additional $106.0 million borrowed from third parties to purchase an aircraft, which the entity leases to an airline. ILFC acts as servicer of the lease for the entity. 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, partially 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 December 31, 2009, the interest rates on the $82.0 million and $24.0 million tranches were 3.385% and 5.085%, respectively. The entity entered into two interest rate cap agreements to economically hedge the related LIBOR interest rate risk in excess of 4.00%. At December 31, 2009, $100.6 million was outstanding and the net book value of the aircraft was $142.1 million.

In June 2009, we borrowed $55.4 million through a wholly-owned subsidiary that is considered a VIE and 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 December 31, 2009, $52.5 million was outstanding and the net book value of the aircraft was $94.6 million.

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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”) from October 2008 through 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 if the commercial paper markets will be available to us again. At December 31, 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.

Public Bonds and Medium-Term Notes

Although legally available, debt issuance under our automatic shelf registration statement and our $7.0 billion Euro medium-term note programme is limited. The table below shows the maximum offerings available and amount outstanding under our sources of public debt:

	Maximum			Issued as of
	Offering			December 31, 2009
	(Dollars in millions)
Registration statement dated August 7, 2009(a)		Unlimited	(b)	$	—
Euro Medium-Term Note Programme dated September 4, 2009(b)(d)		7,000			1,903	(c)

(a)	We may establish new medium-term note programs under this new shelf registration statement when the public debt markets become fully available to us again. We currently have the ability to issue debt under the shelf registration statement in individual transactions, although the cost of funding has not been attractive to us.
(b)	As a result of our Well Known Seasoned Issuer (“WKSI”) status, we have an unlimited amount of debt securities registered for sale.
(c)	We have hedged the foreign currency risk of the notes through foreign currency swaps.
(d)	This is a perpetual program. As a bond issue matures, the principal amount of that bond becomes available for new issuances under the program.

At December 31, 2009, we had public bonds and medium-term notes in the amount of $16.6 million that were issued under prior registration statements. The interest rate on most of our public debt currently outstanding is effectively fixed for the terms of the notes.

Bank Debt

Revolving Credit Facilities:  We previously 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 expired and was paid in full 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 upgrades to our ratings. As of December 31, 2009, the maximum amount available of $4.5 billion under our active revolving credit facilities was outstanding and interest was accruing on the outstanding loans with interest rates based on LIBOR ranging from 0.91% to 0.93%. If AIG sells 51% or more of our equity interests without our lenders’ consent, it would be an event of default under our revolving credit facilities and would allow our lenders to declare our debt immediately due and payable.

Term Loans:  From time to time, we enter into funded bank financing arrangements. As of December 31, 2009, $0.6 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 0.30% to 0.40%. At December 31, 2009, the interest rates ranged from 0.55% to 0.68%. If AIG sells 51% or more of our equity interests without our

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lenders’ consent, it would be an event of default under our funded bank financing agreements and would allow our lenders to declare our debt immediately due and payable.

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 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.

Derivatives

We employ a variety of 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, foreign currency swap agreements and interest rate cap agreements.

We had four foreign currency swaps that were not designated as hedges prior to April 1, 2007, and our interest rate cap agreements were not designated as hedges in 2009. At December 31, 2009, 2008 and 2007, all our interest rate swap and foreign currency swap agreements were designated as and accounted for as cash flow hedges and we had not designated our interest rate cap agreements as hedges.

When interest rate and foreign currency swaps are effective as cash flow hedges, 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 instead of in earnings 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 swap and foreign currency swap agreements is 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 with whom we do not have a master netting agreement. The net fair value of our derivatives was decreased by adjustments related to our counterparties’ credit risk and liquidity risk aggregating $4.0 million for the year ended December 31, 2009. The calculation of counterparties’ credit risks and liquidity risks aggregated $24.2 million and $19.8 million at December 31, 2009 and 2008, respectively.

Credit Ratings

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

Rating Agency	Long-Term Debt	Corporate Rating	Credit Watch/Review	Date of Last Action
Fitch	BB	Not rated	Negative	February 17, 2010
Moody’s	B1	Not rated	Negative	December 18, 2009
S&P	BB+	BBB−	Negative	January 25, 2010

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.

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Our current long-term debt ratings impose the following restrictions under the 1999 and 2004 ECA facilities: (i) we need written consent from the security trustee before we can fund Airbus aircraft deliveries under the 2004 ECA facility; (ii) we must segregate all security deposits, maintenance reserves, and rental payments related to the aircraft financed under the 1999 and 2004 ECA facilities into separate accounts controlled by the security trustees (segregated rental payments will be used to pay principal and interest on the outstanding debt); and (iii) we must file individual mortgages on the aircraft funded under the facilities in the local jurisdictions in which the respective lessees operate.

While a ratings downgrade does not result in a default under any of our debt agreements, it would adversely affect our ability to issue unsecured debt, obtain new financing arrangements or renew existing arrangements, and would increase the cost of such financing arrangements.

The following table summarizes our contractual obligations at December 31, 2009.

Existing Commitments

	Commitments Due by Year
	Total		2010		2011		2012		2013		2014		Thereafter
	(Dollars in thousands)
Public, Bonds and Medium-term Notes	$	16,566,099	$	4,021,085	$	4,379,556	$	3,571,492	$	3,541,687	$	1,041,717	$	10,562
Bank Credit Facilities		4,500,000		2,000,000		2,500,000		—		—		—		—
Bank Term Loans		587,750		102,750		335,000		150,000		—		—		—
ECA Financings		3,004,763		513,202		425,185		396,138		396,138		391,041		883,059
Loans from AIG Funding		3,909,567		—		—		—		3,909,567		—		—
Other Secured Financings		153,116		13,280		13,901		14,878		15,963		36,716		58,378
Subordinated Debt		1,000,000		—		—		—		—		—		1,000,000
Interest Payments on Debt Outstanding(a)(b)(c)		6,890,948		1,279,554		1,030,568		740,569		484,324		146,584		3,209,349
Operating Leases(d)(e)		71,312		11,524		11,968		12,448		12,947		13,362		9,063
Pension Obligations(f)		8,483		1,268		1,319		1,370		1,431		1,512		1,583
Tax Benefit Sharing Agreement Due to AIG		85,000		85,000		—		—		—		—		—
Purchase Commitments		13,698,800		242,700		247,600		639,400		2,150,000		1,396,300		9,022,800
Total	$	50,475,838	$	8,270,363	$	8,945,097	$	5,526,295	$	10,512,057	$	3,027,232	$	14,194,794

Contingent Commitments

	Contingency Expiration by Year
	Total		2010		2011		2012		2013		2014		Thereafter
	(Dollars in thousands)
Asset Value Guarantees(g)	$	529,708	$	—	$	27,841	$	78,950	$	96,003	$	14,300	$	312,614
Loan Guarantees		26,891		2,520		—		—		—		—		24,371
Total(h)	$	556,599	$	2,520	$	27,841	$	78,950	$	96,003	$	14,300	$	336,985

(a)	Includes interest on loans from AIG Funding.
(b)	Future interest payments on floating rate debt are estimated using floating interest rates in effect at December 31, 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 $7.9 million receivable 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 “2010” consists of total estimated allocations for 2010 and “Thereafter” has not been estimated. 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.

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(h)  Excluded from total contingent commitments are $165.8 million of uncertain tax liabilities and any effect of net tax liabilities. See Note I of Notes to Consolidated Financial Statements. The future cash flows to these liabilities are uncertain and we are unable to make reasonable estimates of the outflows.

Variable Interest Entities

Our leasing and financing activities require us to use many forms of special purpose entities to achieve our business objectives and we have participated to varying degrees in the designs and formation of these special purpose entities. A majority of these entities are wholly-owned; we are the primary or only variable interest holder, we are the only decision maker and we guarantee all the activities of the entities. However, these entities meet the definition of a VIE because they do not have sufficient equity to operate without our subordinated financial support in the form of intercompany notes and loans which serve as equity. We have variable interest in other entities in which we have determined that we are the primary beneficiary, because by design we absorb the majority of the risks and rewards. Further, since we control and manage all aspects of the entities, the related aircraft are included in Flight equipment under operating leases and the related borrowings are included in Debt Financings on our Consolidated Balance Sheets.

In addition to the above entities ILFC has variable interests in ten entities to which we previously sold aircraft. The interests include debt financings, preferential equity interests, and in some cases providing 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 have determined that we are the primary beneficiary of these entities because we have exposure to the majority of the risks and rewards of these entities. We do not, however, have legal or operational control over and we do not own the assets nor are we directly obligated for the liabilities of these entities. As such, the assets and liabilities of these entities are presented separately on our Consolidated Balance Sheets. Assets in the amount of $79.7 million and $98.7 million and liabilities in the amount of $6.5 million and $10.7 million are included in our 2009 and 2008 Consolidated Balance Sheets and net expenses in the amounts of $7.2 million, $2.3 million, and $3.8 million are included in our Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007, respectively, for these entities. We have a credit facility with these entities to provide financing up to approximately $13.6 million, of which approximately $8.4 million was borrowed at December 31, 2009. The maximum exposure to loss for these entities is $79.7 million, which is the total recorded asset balance of these entities.

Results of Operations

2009 Compared to 2008

Revenues from rentals of flight equipment increased 6.7% to $5,275.2 million for the year ended December 31, 2009, from $4,943.4 million for the year ended December 31, 2008. The number of aircraft in our fleet increased to 993 at December 31, 2009, compared to 955 at December 31, 2008. Revenues from rentals of flight equipment increased (i) $323.9 million due to the addition of new aircraft to our fleet after December 31, 2008, and aircraft in our fleet as of December 31, 2008 that earned revenue for a greater number of days during the year ended December 31, 2009 than during the year ended December 31, 2008; (ii) $76.3 million due to an increase in the number of leases containing overhaul provisions, resulting in an increase in the aggregate hours flown on which we collect overhaul revenue; and (iii) $7.0 million due to lower charges taken related to the early termination of six lease agreements in 2009 compared to ten lease agreements in 2008. These revenue increases were partially offset by (i) a $37.7 million decrease due to lower lease rates on aircraft in our fleet during both periods, that were re-leased or had lease rate changes between the two periods; (ii) a $25.8 million decrease in 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; (iii) a $14.8 million decrease related to aircraft in service during the year ended December 31, 2008, and sold prior to December 31, 2009; and (iv) a $2.9 million decrease due to a straight-line adjustment taken in 2008, which increased the 2008 lease revenue. Eight aircraft in our fleet were not subject to a signed lease agreement or a signed letter of intent at December 31, 2009, seven of which were subsequently leased.

In addition to 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 on a principal and commission basis. We incurred a

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loss of $11.7 million from flight equipment marketing for the year ended December 31, 2009, compared to revenues of $46.8 million for the year ended December 31, 2008. The loss incurred for the year ended December 31, 2009, was due to renegotiated leases which converted three operating leases into sales-type leases. We sold nine aircraft, three of which were accounted for as sales-type leases, for the year ended December 31, 2009. In comparison, we sold 11 aircraft during the same period 2008, one of which was accounted for as a sales-type lease. Additionally, we sold one engine during the year ended December 31, 2008.

Interest and other revenue decreased to $58.2 million for the year ended December 31, 2009, compared to $98.3 million for the year ended December 31, 2008, due to (i) a $20.3 million decrease in interest income which was directly related to customers paying down principal balances of Notes receivable and Net investment in finance and sales-type leases during 2009 and a decrease in interest rates; (ii) a $15.1 million decrease in security deposits forfeitures related to nonperformance by customers; (iii) an $8.1 million decrease in settlement and sales of claims against bankrupt airlines; (iv) a $7.3 million decrease in revenues related to our consolidated noncontrolled VIEs; and (v) other minor decreases aggregating $3.9 million. The decreases were offset by (i) a $9.2 million increase in foreign exchange gains; and (ii) a $5.4 million increase in proceeds received in excess of book value related to a loss of an aircraft.

Interest expense decreased to $1,365.5 million in 2009 compared to $1,576.7 million in 2008 as a result of lower short-term interest rates and a decrease in average outstanding debt to $31.1 billion in 2009 compared to $31.5 billion in 2008. Our average composite interest rate decreased to 4.43% at December 31, 2009, from 4.83% at December 31, 2008.

Our composite borrowing rates fluctuated as follows from December 2006 to December 2009:

ILFC Composite Interest Rates and Prime Rates

The effect from derivatives, net of change in hedged items due to changes in foreign exchange rates was income of $21.5 million and expenses of $39.9 million for the years ended December 31, 2009 and 2008, respectively. The income effect for the year ended December 31, 2009, includes $9.7 million of gains on matured swaps compared to losses on matured swaps of $22.1 million for the year ended December 31, 2008. If hedge accounting treatment is not applied during the entire life of the derivative, or the hedge is not perfectly effective for some part of its life, a gain or loss will be realized at the maturity of the swap. See Note O of Notes to Consolidated Financial Statements.

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Depreciation of flight equipment increased 5.1% to $1,959.4 million for the year ended December 31, 2009, compared to $1,864.7 million for the year ended December 31, 2008 due to the addition of new aircraft to our leased fleet, which increased the total cost of the fleet to $57.7 billion at December 31, 2009 from $55.4 billion at December 31, 2008.

Provision for overhauls increased to $347.0 million for the year ended December 31, 2009, compared to $264.6 million for the year ended December 31, 2008, due to (i) an increase in the number of leases with overhaul provisions; (ii) an increase in hours flown resulting in an increase the estimated future reimbursements; and (iii) an increase in actual and expected overhaul related expenses.

Selling, general and administrative expenses increased to $196.7 million for the year ended December 31, 2009, compared to $183.4 million for the year ended December 31, 2008, due to (i) a $10.2 million increase in salary and employee related expenses, including accrued and unpaid performance incentive and retention bonuses; (ii) a $9.4 million increase in operating expenses to support our growing fleet; and (iii) other minor increases aggregating $0.6 million. The increases were offset by (i) a $4.5 million decrease in write downs of notes receivable and (ii) a $2.4 million decrease in expenses related to our consolidated noncontrolled VIEs.

Other expenses for the year ended December 31, 2009, consisted of (i) $52.9 million in aircraft impairment charges on three older aircraft and (ii) a $7.5 million charge taken in the first quarter of 2009 related to an aircraft classified as aircraft held for sale and subsequently sold.

Other expenses for the year ended December 31, 2008, consisted of (i) a charge of $18.1 million related to a write down of a secured note to fair value (see Note N of Notes to the Consolidated Financial Statements) and (ii) a charge of $28.5 million related to a notes receivable secured by aircraft which became uncollectible when Alitalia filed for bankruptcy protection and rejected the leases of the aircraft securing the note. The charge reflects the difference between the fair market value of the aircraft received and the net carrying value of the note.

Our effective tax rate for the years ended December 31, 2009 and 2008 remained relatively constant. 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 $44.3 million primarily 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.

In 2002 and 2003 we participated in certain tax planning activities with our parent, AIG and related entities, which provided certain tax and other benefits to the AIG consolidated group. As a result of our participation, ILFC’s liability to pay tax under our tax sharing agreement increased. AIG agreed to defer $245.0 million of this liability until 2007 ($160.0 million) and 2010 ($85.0 million). The liability is recorded in Tax benefit sharing payable to AIG on our Consolidated Balance Sheets.

Accumulated other comprehensive loss was $138.2 million and $168.1 million at December 31, 2009 and 2008, respectively. Fluctuations in Accumulated comprehensive income are primarily due to changes in market values of cashflow hedges. See Note G of Notes to the Consolidated Financial Statements.

Results of Operations

2008 Compared to 2007

Revenues from rentals of flight equipment increased 7.8% to $4,943.4 million in 2008 from $4,587.6 million in 2007. The number of aircraft in our fleet increased to 955 at December 31, 2008, compared to 900 at December 31, 2007. Revenues from rentals of flight equipment increased (i)  $415.9 million due to the addition of aircraft to our fleet that earned revenue during all or part of the year ended December 31, 2008, compared to no or partial earned revenue during 2007; (ii)  $29.7 million due to higher lease rates for certain aircraft that were in our fleet during both periods; and (iii) a $2.9 million straight-line rent adjustment. The increases were partially offset by (i) a $38.8 million decrease related to aircraft in service during the period ended December 31, 2007, and sold prior to December 31, 2008; (ii) a $24.1 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; (iii) a $16.7 million decrease due to a decrease in the number of hours flown, on which we collect

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overhaul revenue; and (iv) a $13.1 million charge related to the early termination of ten ATA lease agreements. We had two aircraft in our fleet that were not subject to a signed lease agreement or a signed letter of intent at December 31, 2008, one of which was subsequently leased.

In addition to 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 on a principal and commission basis. Revenues from flight equipment marketing increased to $46.8 million for the year ended December 31, 2008, compared to $30.6 million for the year ended December 31, 2007, due to an increase in the number of, and the different types of, flight equipment sold in 2008 compared to 2007. During the year ended December 31, 2008, we sold 11 aircraft, one of which was accounted for as a sales-type lease. During year ended December 31, 2007, we sold nine aircraft, one of which was accounted for as a finance lease and one of which was converted from an operating lease to a sales-type lease. We also sold one engine during each of the years ended December 31, 2008 and 2007.

Interest and other revenue decreased to $98.3 million for the year ended December 31, 2008, compared to $111.6 million for the year ended December 31, 2007, due to (i) a $21.6 million decrease in settlements or sale of claims against bankrupt airlines; (ii) an $11.5 million decrease in foreign exchange gains; and (iii) lower management and other miscellaneous fees aggregating a decrease of $10.6 million. These decreases were offset by (i) an $18.8 million increase in deposit forfeitures for nonperformance by customers and (ii) an $11.6 million increase in interest revenues on Notes receivables and finance and sales-type leases.

Interest expense decreased to $1,576.7 million for the year ended December 31, 2008, compared to $1,612.9 million for the year ended December 31, 2007, as a result of lower short-term interest rates offset by (i) an increase in average debt outstanding (excluding the effect of debt discount and foreign exchange adjustments), primarily borrowed to finance aircraft acquisitions, to $31.5 billion in 2008 compared to $29.7 billion in 2007 and (ii)  a $29.3 million put fee related to bonds issued in 1997. Our average composite interest rate decreased to 4.84% in 2008 from 5.20% in 2007.

The Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates was expenses of $39.9 million and $5.3 million for the years ended December 31, 2008 and 2007, respectively. The 2007 income effect includes a $16.0 million expense from derivatives with no hedge accounting treatment, net of foreign exchange gain or loss on the economically hedged item. We began applying hedge accounting for all our swap contracts at the beginning of the second quarter of 2007. The 2008 income effect includes $22.1 million of losses on matured swaps. If hedge accounting treatment is not applied during the entire life of the derivative, or the hedge is not perfectly effective for some part of its life, a gain or loss will be realized at the maturity of the swap. See Note O of Notes to Consolidated Financial Statements.

Depreciation of flight equipment increased 7.4% to $1,864.7 million for the year ended December 31, 2008, compared to $1,736.3 million for the year ended December 31, 2007 due to the addition of new aircraft to our leased fleet, which increased the total cost of the fleet to $55.4 billion in 2008 from $52.2 billion in 2007.

Provision for overhauls decreased to $264.6 million for the year ended December 31, 2008, compared to $290.1 million for the year ended December 31, 2007, due to (i) 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 and (ii) a decrease in actual and expected overhaul related expenses.

Selling, general and administrative expenses increased to $183.4 million for the period ended December 31, 2008, compared to $152.3 million for the year ended December 31, 2007, due to (i) a $21.5 million increase in employee-related expenses and (ii) a $13.8 million increase in operating expenses to support our growing fleet. The increases were offset by minor savings aggregating $4.2 million.

Other expenses for the year ended December 31, 2008, consisted of (i) a charge of $18.1 million related to a write-down of a secured note to fair value (see Note N of Notes to the Consolidated Financial Statements) and (ii) a charge of $28.5 million related to a notes receivable secured by aircraft which became uncollectible when Alitalia filed for bankruptcy protection and rejected the leases of the aircraft securing the note. The charge reflects the difference between the fair market value of the aircraft received and the net carrying value of the note.

Our effective tax rate for the year ended December 31, 2008, increased to 35.8% in 2008 from 33.9% in 2007. The increase is primarily due to Internal Revenue Service (“IRS”) audit and interest adjustments related to 2007 and

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previous tax years recorded 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 $51.0 million 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.

In 2002 and 2003 we participated in certain tax planning activities with our parent, AIG and related entities, which provided certain tax and other benefits to the AIG consolidated group. As a result of our participation, ILFC’s liability to pay tax under our tax sharing agreement increased. AIG agreed to defer $245.0 million of this liability until 2007 ($160.0 million) and 2009 ($85.0 million). The liability is recorded in Tax benefit sharing payable to AIG on the 2008 Consolidated Balance Sheet.

Accumulated other comprehensive (loss) income was $(168.1) million and $(106.2) million at December 31, 2008 and 2007, respectively. Fluctuations in Accumulated other comprehensive income are primarily due to changes in market values of cashflow hedges. See Note G of Notes to the Consolidated Financial Statements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with GAAP. 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 disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue, depreciation, overhaul reserves, and contingencies. We base our estimates on historical experience and on various other assumptions that are believed 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 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: We lease flight equipment principally under operating leases and report rental income ratably over the life of the lease. The difference between the rental income recorded and the cash received under the provisions of the lease is included in Lease receivables and other assets on our Consolidated Balance Sheets. Past-due rentals are recognized on the basis of management’s assessment of collectibility. 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 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. In certain cases, leases provide for additional rentals based on usage. The usage may be calculated based on hourly usage or on the number of cycles operated, depending on the lease contract. A cycle is defined as one take-off and landing. The usage is typically reported monthly by the lessee. Rentals received, but unearned under the lease agreements, are recorded in Rentals received in advance on our Consolidated Balance Sheets until earned. Lease revenues from the rental of flight equipment have been reduced by payments received directly by us or by our customers from the aircraft and engine manufacturers.

Initial Indirect Costs: We treat as period cost internal and other costs incurred in connection with identifying, negotiating, and delivering aircraft to our lessees. Amounts paid by us to lessees or other parties in connection with the lease transactions are capitalized and amortized as a reduction to lease revenue over the lease term.

Flight Equipment Marketing: Flight equipment marketing consists of revenue generated from the sale of flight equipment and commissions generated from leasing and sales of managed aircraft. Flight equipment sales are recorded when substantially all of the risks and rewards of ownership have passed to the new owner. Provisions for retained lessee obligations are recorded as reductions to Flight equipment marketing at the time of the sale.

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Provision for Overhauls: Under the provisions of many leases, we receive overhaul rentals based on the usage of the aircraft. For certain airframe and engine overhauls, the lessee is reimbursed for costs incurred up to, but not exceeding, related overhaul rentals paid by the lessee for usage of the aircraft.

Overhaul rentals are included under the caption Rental of flight equipment in our Consolidated Statements of Income. We provide a charge to operations for estimated future reimbursements at the time the overhaul rentals are paid by the lessee. The charge is based on overhaul rentals received and the estimated reimbursements during the life of the lease. The historical payout rate is subject to significant fluctuations. Using its judgment, management periodically evaluates the appropriateness of the reserve for these reimbursements and its reimbursement rate, and then adjusts the provision for overhauls accordingly. This evaluation requires significant judgment. If the reimbursements are materially different than our estimates, there will be a material impact on our results of operations.

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 under operating leases on our 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 Item 1A. “Risk Factors.” 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 below under “— Fair Value Measurements.”

We recorded impairment charges related to three aircraft in the fourth quarter of 2009. 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 December 31, 2009, we have, in addition to the three aircraft mentioned above, identified 14 aircraft as being susceptible to failing the recoverability test. These aircraft had a net book value of approximately $312 million at December 31, 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.

Derivative Financial Instruments: We employ a variety of derivative instruments to manage our exposure to interest rate risks and foreign currency risks. Accounting for derivatives is very complex. All derivatives are recognized on the balance sheet at their fair value. We obtain the values on a quarterly basis from AIG. When hedge treatment is achieved, the changes in market values related to the effective portion of the derivatives are recorded in

34

other comprehensive income or in income, depending on the designation of the derivative as a cash flow hedge or a fair value hedge. The ineffective portion of the derivative contract is recorded in income. At designation of the hedge, we choose a method of effectiveness assessment, which we must use for the life of the contract. We use the “hypothetical derivative method” when we assess effectiveness. The calculation involves setting up a hypothetical derivative that mirrors the hedged item, but has a zero-value at the hedge designation date. The cumulative change in market value of the actual derivative instrument is compared to the cumulative change in market value of the hypothetical derivative. The difference is the calculated ineffectiveness and is recorded in income.

Fair Value Measurements: Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We measure the fair value of derivative assets and liabilities on a recurring basis. Our derivatives are not traded on an exchange and are inherently more difficult to value. AIG provides us the recurring valuations of our derivative instruments. AIG has established and documented a process for determining fair values. AIG’s valuation model includes a variety of observable inputs, including contractual terms, interest rate curves, foreign exchange rates, yield curves, credit curves, measures of volatility, and correlations of such inputs.

We also measure the fair value of certain assets and liabilities on a non-recurring basis, when GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. These assets include aircraft and notes receivable. Liabilities include Asset Value Guarantees. We principally use the income approach to measure the fair value of these assets and liabilities. The income approach is based on the present value of cash flows from contractual lease agreements and projected future lease payments, including contingent rentals, net of expenses, which extend to the end of the aircraft’s economic life in its highest and best use configuration, as well as a disposition value based on expectations of market participants.

Income Taxes: We are included in the consolidated federal income tax return of AIG. Our tax provision is calculated on a separate return basis, adjusted to give recognition to the effects of net operating losses, foreign tax credits and the benefit of the Foreign Sales Corporation and Extraterritorial Income Exclusion provisions of the Internal Revenue Code to the extent they are currently realizable in AIG’s consolidated return. To the extent the benefit of a net operating loss is not utilized in AIG’s tax return, AIG will reimburse us upon the expiration of the loss carry forward period as long as we are still included in AIG’s consolidated federal tax return and the benefit would have been utilized if we had filed a separate consolidated federal income tax return. We calculate our provision using the asset and liability approach. This method gives consideration to the future tax consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on currently enacted tax rates. Deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

New Accounting Pronouncements

Recent Accounting Pronouncements:

We adopted the following accounting standards during 2009:

In December 2007, the FASB issued an accounting standard that changed the accounting for business combinations.

In December 2007, the FASB issued an accounting standard that changed the classification of non-controlling (i.e., minority) interests in the consolidated financial statements.

In March 2008, the FASB issued an accounting standard that requires enhanced disclosures about derivative instruments and hedging activities.

In December 2008, the FASB issued an accounting standard related to employers’ disclosures about post-retirement benefit plan assets.

In December 2008, the FASB issued an accounting standard that amends and expands the disclosure requirements regarding transfers of financial assets and a company’s involvement with VIEs.

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In April 2009, the FASB issued an accounting standard that requires interim disclosures about fair value of financial instruments.

In April 2009, the FASB issued an accounting standard related to the recognition and presentation of other-than-temporary impairments.

In April 2009, the FASB issued an accounting standard related to 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.

In May 2009, the FASB issued an accounting standard that requires disclosure of the date through which a company evaluated the need to disclose events that occurred subsequent to the balance sheet date and whether that date represents the date the financial statements were issued or were available to be issued.

In June 2009, the FASB issued an accounting standard related to the establishment of FASB Accounting Standards Codification (“ASC”).

In August 2009, the FASB issued an accounting standards update to clarify how the fair value measurement principles should be applied when measuring liabilities carried at fair value.

Future Application of Accounting Standards:

In June 2009, the FASB issued an accounting standard related to accounting for transfers of financial assets.

In June 2009, the FASB issued an accounting standard related to the consolidation of VIEs.

For further discussion of these recent accounting standards and their application to us, see Note B of Notes to Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Measuring potential losses in fair values has recently become the focus of risk management efforts by many companies. Such measurements are 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 and foreign currency exchange rates and equity prices and 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.

We believe that statistical models alone do not provide a reliable 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 the net fair value of our operations is determined using the financial instrument assets and other assets and liabilities. 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 December 31, 2009 and 2008. For each scenario, each financial instrument is re-priced. Scenario values for our operations 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 market value incurred by 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 following table presents the average, high and low VaRs on a combined basis and of each component at market risk for our operations with respect to its fair

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value for the periods ended December 31, 2009 and 2008. The VaR decreased, despite the year-to-year growth in lease income, primarily due to significant decreases in yield volatilities.

ILFC Market Risk

	December 31, 2009						December 31, 2008
	Average		High		Low		Average		High		Low
	(Dollars in millions)
Combined	$	46.5	$	80.0	$	35.9	$	53.2	$	96.2	$	36.1
Interest Rate		46.6		80.0		36.2		53.7		97.6		36.5
Currency		0.3		0.7		0.1		1.0		1.6		0.7

Item 8.  Financial Statements and Supplementary Data

The response to this Item is submitted as a separate section of this report.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A(T).  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. Such information is accumulated and communicated to our management, including the Acting Chief Executive Officer, President and Chief Operating 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 the end of the year covered by this annual report. Based on that evaluation, our Certifying Officers have concluded that our disclosure controls and procedures were effective as of December 31, 2009.

(B) Management’s Report on Internal Control over Financial Reporting

Management of ILFC is responsible for establishing and maintaining adequate internal control over financial reporting. ILFC’s internal control over financial reporting is a process, under the supervision of the Certifying Officers, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of ILFC’s financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

ILFC management, including the Certifying Officers, conducted an assessment of the effectiveness of ILFC’s internal control over financial reporting as of December 31, 2009 based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). ILFC management has concluded that, as of December 31, 2009, ILFC’s internal control over financial reporting was effective based on the criteria in Internal Control — Integrated Framework issued by the COSO.

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This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange commission that permit us to provide only management’s report in this annual report.

Variable Interest Entities

We have consolidated into our Consolidated Financial Statements, financial information related to certain Variable Interest Entities (“VIEs”) over which we do not have operational control. The assets and liabilities are presented separately on our Consolidated Balance Sheets. Our assessment of disclosure controls and procedures, as described above, includes those VIEs. Each of these 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 VIEs over which we do not have operational control due to our inability to dictate or modify the controls over financial reporting of those entities, or to assess those controls.

(C) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Subsequent to December 31, 2009, we had a change in our Certifying Officers due to the retirement of our Chief Executive Officer, Steven F. Udvar-Hazy, on February 5, 2010. John L. Plueger, formerly our President and Chief Operating Officer, has been named Acting Chief Executive Officer, President and Chief Operating Officer and is signing this report on Form 10-K as the Principal Executive Officer.

Item 9B. Other Information

None.

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PART III

Item 14.  Principal Accountant Fees and Services

Aggregate fees for professional services rendered to us by PricewaterhouseCoopers LLP (“PwC”) for the years ended December 31, 2009 and 2008, were:

	2009		2008
Audit Fees(a)	$	2,200,000	$	1,300,000
Tax Fees(b)		139,400		412,000
Total Fees	$	2,339,400	$	1,712,000

(a)

Audit Fees consist of fees for professional services provided in connection with the audits of our financial statements, services rendered in connection with our registration statements filed with the Securities and Exchange Commission, the delivery of consents and the issuance of comfort letters. This also includes Sarbanes-Oxley Section 404 work performed at ILFC for AIG’s 2009 and 2008 assessment.

(b)

Tax Fees consist of the aggregate fees for services rendered for tax compliance, tax planning and tax advice.

AIG’s audit committee approves all audit and non-audit services rendered by PwC.

PART IV

Item 15.  Exhibits and Financial Statement Schedules

(a)(1) and (2): Financial Statements and Financial Statement Schedule: The response to this portion of Item 15 is submitted as a separate section of this report.

(a)(3) and (b): Exhibits: The response to this portion of Item 15 is submitted as a separate section of this report.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

FORM 10-K

Items 8, 15(a), and 15(b)

INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

The following consolidated financial statements of the Company and its subsidiaries required to be included in Item 8 are listed below:

	Page
Report of Independent Registered Public Accounting Firm		44
Consolidated Financial Statements:
Balance Sheets at December 31, 2009 and 2008		45
Statements of Income for the years ended December 31, 2009, 2008 and 2007		46
Statements of Shareholders’ Equity for the years ended December 31, 2009, 2008 and 2007		47
Statements of Cash Flows for the years ended December 31, 2009, 2008 and 2007		48
Notes to Consolidated Financial Statements		50

The following financial statement schedule of the Company and its subsidiaries is included in Item 15(a)(2):

Report of Independent Registered Public Accounting Firm on Financial Statements Schedule 86 

Schedule Number		Description	Page
	II	Valuation and Qualifying Accounts		87

All other financial statements and schedules not listed have been omitted since the required information is included in the consolidated financial statements or the notes thereto, or is not applicable or required.

The following exhibits of the Company and its subsidiaries are included in Item 15(b):

Exhibit
Number		Description
	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, 2009 and incorporated herein by reference).
	4.1	Indenture dated as of November 1, 1991, between the Company and U.S. Bank Trust National Association (successor to Continental Bank, National Association), as Trustee (filed as an exhibit to Registration Statement No. 33-43698 and incorporated herein by reference).
	4.2	First supplemental indenture, dated as of November 1, 2000, to the Indenture between the Company and U.S. Bank Trust National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2000 and incorporated herein by reference).
	4.3	Second Supplemental Indenture, dated as of February 28, 2001, to the Indenture between the Company and U.S. Bank Trust National Association (filed as an exhibit to Form 10-Q for the quarter ended March 31, 2001 and incorporated herein by reference).
	4.4	Third Supplemental Indenture, dated as of September 26, 2001, to the Indenture between the Company and U.S. Bank Trust National Association (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2000 and incorporated herein by reference).
	4.5	Fourth Supplemental Indenture, dated as of November 6, 2002, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
	4.6	Fifth Supplemental Indenture, dated as of December 27, 2002, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2002 and incorporated herein by reference).
	4.7	Sixth Supplemental Indenture, dated as of June 2, 2003, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 10-Q for the quarter ended September 30, 2003 and incorporated herein by reference).

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Exhibit
Number		Description
	4.8	Seventh Supplemental Indenture, dated as of October 8, 2004, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 8-K dated October 14, 2004 and incorporated herein by reference).
	4.9	Eighth Supplemental Indenture, dated as of October 5, 2005, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2005 and incorporated herein by reference).
	4.10	Ninth Supplemental Indenture, dated as of October 5, 2006, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).
	4.11	Tenth Supplemental Indenture, dated as of October 9, 2007, to the indenture between the Company and U.S. Bank National Association (filed as an exhibit to Form 10-K for the year ended December 31, 2007 and incorporated herein by reference).
	4.12	Indenture dated as of November 1, 2000, between the Company and the Bank of New York, as Trustee (filed as an exhibit to Registration No. 333-49566 and incorporated herein by reference).
	4.13	First Supplemental Indenture, dated as of August 16, 2002 to the indenture between the Company and the Bank of New York (filed as Exhibit 4.2 to Registration Statement No. 333-100340 and incorporated herein by reference).
	4.14	Agency Agreement (Amended and Restated), dated September 15, 2006, by and among the Company, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme (filed as an exhibit to Form 8-K, event date September 20, 2006, and incorporated herein by reference).
	4.15	Supplemental Agency Agreement, dated September 7, 2007, among the Company, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme (filed as an exhibit to Form 8-K, event date September 7, 2007, and incorporated herein by reference).
	4.16	Supplemental Agency Agreement, dated September 5, 2008, among the Company, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme (filed as an exhibit to Form 8-K, event date September 8, 2008, and incorporated herein by reference).
	4.17	Supplemental Agency Agreement, dated September 4, 2009, among the Company, Citibank, N.A. and Dexia Banque Internationale à Luxembourg, société anonyme (filed as an exhibit to Form 8-K filed on September 10, 2009 and incorporated herein by reference).
	4.18	Indenture, dated as of August 1, 2006, between the Company and Deutsche Bank Trust Company Americas, as Trustee (filed as Exhibit 4.1 to Registration Statement No. 333-136681 and incorporated herein by reference).
	4.19	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	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 the other banks listed therein providing up to $2,643,660,000 (plus related premiums) for the financing of aircraft (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2004 and incorporated herein by reference) and, as most recently amended as of May 30, 2006, to increase the size of the facility to $3,643,660,000, as of May 30, 2007, to extend the termination until May 2008, as of May 29, 2008, to extend the termination until May 2009, and as of May 11, 2009 to increase the size of the facility to $4,643,660,000 and to extend the termination until June 2010. (filed as an exhibit to Form 10-Q for the quarter ended June 30, 2009 and incorporated herein by reference).
	10.2	$2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the Company, CitiCorp USA, Inc as Administrative Agent, and the other financial institutions listed therein (filed as an exhibit to Form 8-K, event date October 14, 2005, and incorporated herein by reference).

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Exhibit
Number		Description
	10.3	Amendment No. 1 to the $2,000,000,000 Five-Year Revolving Credit Agreement dated as of October 14, 2005, among the Company, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein (filed as an exhibit to Form 8-K, event date October 18, 2006, and incorporated herein by reference).
	10.4	$2,500,000,000 Five-Year Revolving Credit Agreement, dated as of October 13, 2006, among the Company, CitiCorp USA, Inc., as Administrative Agent, and the other financial institutions listed therein (filed as an exhibit to Form 8-K event date October 18, 2006 and incorporated herein by reference).
	10.5	$2,000,000,000 Credit Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to the form 8-K filed on October 19, 2009 and incorporated herein by reference).
	10.6	$1,700,000,000 Amended and Restated Credit Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (filed as an exhibit to the form 8-K filed on October 19, 2009 and incorporated herein by reference).
	10.7	First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein for the benefit of the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference).
	10.8	Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein for the benefit of the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on October 19, 2009 and incorporated herein by reference).
	10.9	Amendment Agreement, dated as of November 23, 2009, among International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and Wells Fargo Bank Northwest, National Association, as security trustee, and the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on December 7, 2009 and incorporated herein by reference).
	10.10	Temporary Waiver and Amendment dated as of December 1, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding Inc., as lender, and the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on December 7, 2009 and incorporated herein by reference).
	10.11	Temporary Waiver and Amendment No. 2, dated as of December 4, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding Inc., as lender, and the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on December 7, 2009 and incorporated herein by reference).
	10.12	Amendment to Credit Agreements and First Lien Guarantee Agreement made and entered into as of December 4, 2009, by and among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding Inc., as lender, and the Federal Reserve Bank of New York (filed as an exhibit to the Form 8-K filed on December 7, 2009 and incorporated herein by reference).
	10.13	Amendment to Schedules of Certain Loan Documents made and entered into as of December 15, 2009, by and among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding Inc., as lender, the Federal Reserve Bank of New York and Wells Fargo Bank Northwest, National Association, as trustee. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)

42

Exhibit
Number		Description
	10.14	Amendment No. 2 to Schedules of Certain Loan Documents made and entered into as of January 29, 2010, by and among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding Inc., as lender, the Federal Reserve Bank of New York and Wells Fargo Bank Northwest, National Association, as trustee. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment.)
	12	Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
	23	Consent of PricewaterhouseCoopers LLP.
	31.1	Rule 13a-14(a)/15d-14(a) Certification of Active Chief Executive Officer, President and Chief Operating Officer.
	31.2	Rule 13a-14(a)/15d-14(a) Certification of Vice Chairman, Chief Financial Officer and Chief Accounting Officer.
	32.1	Certification under 18 U.S.C., Section 1350.

43

Report of Independent Registered Public Accounting Firm

To The Shareholders and Board of Directors

of International Lease Finance Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, shareholders’ equity and cash flows present fairly, in all material respects, the consolidated financial position of International Lease Finance Corporation, a wholly-owned subsidiary of American International Group, Inc. (“AIG”), and its subsidiaries (the “Company”) at December 31, 2009 and 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note A, the Company is dependent upon securing additional sources of financing and the continued financial support of AIG to meet its obligations as they come due.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 28, 2010

44

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	December 31,
	2009			2008
ASSETS
Cash, including interest bearing accounts of $324,827 (2009) and $2,382,068 (2008)	$	336,911		$	2,385,948
Restricted cash, including interest bearing accounts of $246,115 (2009)		315,156			—
Notes receivable, net of allowance		112,060			81,327
Net investment in finance and sales-type leases		261,081			301,759
Flight equipment under operating leases		57,718,323			55,372,328
Less accumulated depreciation		13,788,522			12,152,189
		43,929,801			43,220,139
Deposits on flight equipment purchases		163,221			568,549
Lease receivables and other assets		477,218			478,944
Derivative assets, net		190,857			88,203
Variable interest entities assets		79,720			98,746
Deferred debt issue costs — less accumulated amortization of $146,933 (2009) and $131,527 (2008)		101,017			91,899
	$	45,967,042		$	47,315,514
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued interest and other payables	$	474,971		$	441,656
Current income taxes		80,924			32,083
Tax benefit sharing payable to AIG		85,000			85,000
Loans from AIG Funding		3,909,567			—
Debt financing, net of deferred debt discount of $9,556 (2009) and $18,919 (2008)		24,802,172			31,476,668
Subordinated debt		1,000,000			1,000,000
Foreign currency adjustment related to foreign currency denominated debt		391,100			338,100
Security deposits on aircraft, overhauls and other deposits		1,469,956			1,527,884
Rentals received in advance		315,154			299,961
Deferred income taxes		4,881,558			4,478,250
Variable interest entities liabilities		6,464			10,699
Commitments and contingencies — Note L
SHAREHOLDERS’ EQUITY
Market Auction Preferred Stock, $100,000 per share liquidation value; Series A and B, each series having 500 shares issued and outstanding		100,000			100,000
Common stock — no par value; 100,000,000 authorized shares, 45,267,723 shares issued and outstanding		1,053,582			1,053,582
Paid-in capital		603,542			600,237
Accumulated other comprehensive (loss) income		(138,206	)		(168,065	)
Retained earnings		6,931,258			6,039,459
Total shareholders’ equity		8,550,176			7,625,213
	$	45,967,042		$	47,315,514

See accompanying notes.

45

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands)

	Years Ended December 31,
	2009			2008		2007
REVENUES:
Rental of flight equipment	$	5,275,219		$	4,943,448	$	4,587,611
Flight equipment marketing		(11,687	)		46,838		30,613
Interest and other		58,209			98,260		111,599
		5,321,741			5,088,546		4,729,823
EXPENSES:
Interest		1,365,490			1,576,664		1,612,886
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates		(21,450	)		39,926		5,310
Depreciation of flight equipment		1,959,448			1,864,730		1,736,277
Provision for overhauls		346,966			264,592		290,134
Flight equipment rent		18,000			18,000		18,000
Selling, general and administrative		196,675			183,356		152,331
Other expenses		60,445			46,557		—
		3,925,574			3,993,825		3,814,938
INCOME BEFORE INCOME TAXES		1,396,167			1,094,721		914,885
Provision for income taxes		500,538			391,596		310,519
NET INCOME	$	895,629		$	703,125	$	604,366

See accompanying notes.

46

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in thousands)

	Market Auction										Accumulated
	Preferred Stock				Common Stock						Other
	Number				Number						Comprehensive
	of				of				Paid-in		Income			Retained
	Shares		Amount		Shares		Amount		Capital		(Loss)			Earnings			Total
Balance at December 31, 2006		1,000		100,000		45,267,723		1,053,582		591,757		2,718			4,826,941			6,574,998
Common stock dividends															(38,000	)		(38,000	)
Preferred stock dividends															(5,346	)		(5,346	)
Comprehensive Income:
Net income															604,366			604,366
Other comprehensive income:
Cash flow derivative transactions (net of tax of $58,565)												(108,762	)					(108,762	)
Change in unrealized appreciation securities available-for-sale (net of tax of $94)												(175	)					(175	)
Comprehensive income																		495,429
Other(a)										1,698								1,698
Balance at December 31, 2007		1,000		100,000		45,267,723		1,053,582		593,455		(106,219	)		5,387,961			7,028,779
Common stock dividends															(46,400	)		(46,400	)
Preferred stock dividends															(5,227	)		(5,227	)
Comprehensive Income:
Net income															703,125			703,125
Other comprehensive income:
Cash flow derivative transactions (net of tax of $33,145)												(61,555	)					(61,555	)
Change in unrealized appreciation securities available-for-sale (net of tax of $157)												(291	)					(291	)
Comprehensive income																		641,279
Other(a)										6,782								6,782
Balance at December 31, 2008		1,000	$	100,000		45,267,723	$	1,053,582	$	600,237	$	(168,065	)	$	6,039,459		$	7,625,213
Common stock dividends
Preferred stock dividends															(3,830	)		(3,830	)
Comprehensive Income:
Net income															895,629			895,629
Other comprehensive income:
Cash flow derivative transactions (net of tax of ($15,929))												29,583						29,583
Change in unrealized appreciation securities available-for-sale (net of tax of ($149))												276						276
Comprehensive income																		925,488
Other(a)										3,305								3,305
Balance at December 31, 2009		1,000	$	100,000		45,267,723	$	1,053,582	$	603,542	$	(138,206	)	$	6,931,258		$	8,550,176

(a)  We recorded $1,698 in Paid-in Capital during 2007, $6,782 during 2008 and $3,305 during 2009 for compensation expenses, debt issue cost and other expenses paid by AIG on our behalf for which we were not required to pay.

See accompanying notes.

47

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Years Ended December 31,
	2009			2008			2007
OPERATING ACTIVITIES:
Net income	$	895,629		$	703,125		$	604,366
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of flight equipment		1,959,448			1,864,730			1,736,277
Deferred income taxes		387,230			376,416			446,655
Derivative instruments		(57,141	)		680,816			(292,426	)
Foreign currency adjustment of non-US$ denominated debt		114,620			(507,050	)		503,600
Amortization of deferred debt issue costs		40,232			31,325			30,229
Amortization of prepaid lease cost		51,899			51,108			52,624
Write-off of notes receivable		—			46,557			—
Aircraft valuation adjustments		60,445			—			—
Other, including foreign exchange adjustments on foreign currency denominated cash		(9,939	)		(28,274	)		(331	)
Changes in operating assets and liabilities:
Lease receivables and other assets		(13,417	)		(63,333	)		51,707
Accrued interest and other payables		10,478			1,382			28,440
Current income taxes		48,841			170,488			309,938
Tax benefit sharing payable to AIG		—			—			(160,000	)
Rentals received in advance		15,193			48,580			28,068
Unamortized debt discount		9,363			13,651			4,322
Net cash provided by operating activities		3,512,881			3,389,521			3,343,469
INVESTING ACTIVITIES:
Acquisition of flight equipment under operating leases		(2,577,410	)		(3,236,848	)		(4,705,376	)
Payments for deposits and progress payments		(40,444	)		(290,748	)		(485,234	)
Proceeds from disposal of flight equipment — net of (loss) or gain		196,934			390,868			186,912
Advances on notes receivable		—			(43,854	)		—
Restricted cash		(315,156	)		—			—
Collections on notes receivable		15,999			9,885			17,607
Collections on finance and sales-type leases — net of income amortized		90,241			20,900			55,774
Other		(10	)		—			5,749
Net cash used in investing activities		(2,629,846	)		(3,149,797	)		(4,924,568	)
FINANCING ACTIVITIES:
Net change in commercial paper		(1,752,000	)		(2,746,555	)		1,740,908
Loan from AIG		3,900,000			1,671,268			—
Repayment of loan to AIG		—			(1,671,268	)		—
Proceeds from debt financing		1,394,868			9,389,394			3,783,374
Payments in reduction of debt financing		(6,388,347	)		(4,754,551	)		(4,146,181	)
Debt issue costs		(49,350	)		(23,092	)		(23,702	)
Payment of common and preferred dividends		(3,830	)		(55,887	)		(39,086	)
Customer deposits		(34,107	)		156,165			289,038
Net cash (used in) provided by financing activities		(2,932,766	)		1,965,474			1,604,351
Net (decrease) increase in cash		(2,049,731	)		2,205,198			23,252
Effect of exchange rate changes on cash		694			(2,022	)		2,400
Cash at beginning of year		2,385,948			182,772			157,120
Cash at end of year		336,911		$	2,385,948		$	182,772

(Table continued on following page)

48

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

	Years Ended December 31,
	2009		2008			2007
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the year for:
Interest, excluding interest capitalized of $10,360 (2009), $26,597 (2008), and $37,192 (2007)	$	1,370,585	$	1,548,492		$	1,606,049
Income taxes, net		13,754		(155,305	)		(286,763	)

2009:

$419,937 of Deposits on flight equipment purchases was applied to Acquisition of flight equipment under operating leases.

Three aircraft with a cumulative net book value of $58,965 were reclassified as sales-type leases.

An aircraft’s 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. The receivable of $33,223 was paid in full in the third quarter and is included in Proceeds from disposal of flight equipment.

An aircraft’s 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. See Note F of Notes to Consolidated Financial Statements.

$5,335 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:

$462,065 of Deposits on flight equipment purchases was applied to Acquisition of flight equipment under operating leases.

$53,898 was reclassified from Security deposits on aircraft, overhauls and other to Deposits on flight equipment purchases for concessions received from manufacturers.

An aircraft previously accounted for as an operating lease was converted into a sales-type lease in the amount of $15,576.

Deferred debt issue Cost and Paid-in capital were reduced by $5,742 for debt issue cost paid by AIG on our behalf, which we were not required to pay.

2007:

$640,981 of Deposits on flight equipment purchases was applied to Acquisition of flight equipment under operating leases.

$127,458 was reclassed from Security and other deposits to Deposits on flight equipment for concessions received from manufacturers.

An aircraft previously accounted for as an operating lease was converted into a sales-type lease in the amount of $74,426.

Certain credits from aircraft and engine manufacturers in the amount of $41,680 reduced the basis of Flight equipment under operating leases and increased Lease receivables and other assets.

$9,120 of Notes receivable and $5,529 of Lease receivable and other assets were exchanged for Flight equipment of $14,649.

See accompanying notes.

49

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands)

Organization:  International Lease Finance Corporation (the “Company,” “ILFC,” “management,” “we,” “our,” “us”) is primarily engaged in the leasing of commercial jet aircraft to airlines throughout the world. In addition to our leasing activity, we regularly sell aircraft from our leased aircraft fleet and aircraft owned by others to third party lessors and airlines and in some cases provide fleet management services to these buyers. We execute our leasing and financing operations through a variety of subsidiaries and Variable Interest Entities (“VIEs”) that are consolidated in our financial statements. In terms of the number and value of transactions concluded, we are a major owner-lessor of commercial jet aircraft.

Parent Company:  ILFC 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 of America (“U.S.”) and abroad. AIG’s primary activities include both general and life insurance and retirement services operations. Other significant activities include financial services.

Note A — Consideration of ILFC’s Ability to Continue as a Going Concern:

Current Situation

We have historically depended on our access to the public debt markets and bank loans in addition to our operating cash flows, to finance the purchase of aircraft and repay our maturing debt obligations. 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 access the commercial paper markets since the third quarter of 2008, we currently have limited access to the unsecured debt markets, and the maximum amount available under our senior revolving credit facilities is outstanding.

We cannot determine if the commercial paper market will be available to us again, or when we will be able to issue unsecured debt. During 2009, we entered into two credit agreements aggregating $3,900,000 with AIG Funding, Inc. (“AIG Funding”), a non-subsidiary related party, to assist in funding our liquidity needs, including the repayment of our obligations under our $2,000,000 revolving credit agreement that matured on October 15, 2009. The credit agreements are secured by a portfolio of aircraft and other assets related to the pledged aircraft. We also increased the total amount available under our 2004 Export Credit Agency (“ECA”) facility by $1,000,000 in May 2009 and at February 25, 2010, we had approximately $682,000 available under that facility to use for purchases of new Airbus aircraft through June 2010, provided we receive consent from the security trustee, as required with our current long-term debt ratings.

Under AIG’s credit facility and guarantee and pledge agreement with the Federal Reserve Bank of New York (“FRBNY”), we are, as a subsidiary of AIG, subject to the covenants under the FRBNY Credit Agreement. Additionally, in the fourth quarter of 2009, we entered into two credit agreements with AIG Funding that also contain restrictive covenants. The covenants in these credit agreements restrict, among other things, our ability to:

•  incur debt;

•  encumber our assets;

•  dispose of certain assets;

•  enter into sale-leaseback transactions;

•  make equity or debt investments in other parties;

•  make capital expenditures; and

•  pay dividends and distributions.

These covenants may affect our ability to operate and finance our business as we deem appropriate.

Under our existing public debt indentures and bank loans, we and our subsidiaries are permitted to incur secured indebtedness totaling up to 12.5% of consolidated net tangible assets, as defined in such debt agreements, which is currently approximately $4,733,000. Therefore, we can currently incur additional secured financings totaling approximately $800,000 under these existing debt agreements, provided we receive any required consents

50

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note A — Consideration of ILFC’s Ability to Continue as a Going Concern (Continued)

from the FRBNY. Furthermore, it may be possible, subject to receipt of required consents from AIG Funding, the FRBNY, and the lenders under our bank 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 subsidiaries under our public debt indentures. We will need to seek relief from our bank lenders with regard to the 12.5% limitation. We cannot predict whether the banks, AIG Funding, or the FRBNY will consent to us incurring additional secured debt.

We will need additional sources of financing in excess of the secured financings, and we may need to seek additional funding from AIG, which funding would be subject to the consent of the FRBNY.

Management’s Plans

Because we cannot determine if the commercial paper market will be available to us or when the unsecured debt markets may become fully available to us again, we are currently seeking other ways to fund our aircraft purchase commitments and future maturing obligations.

We are currently seeking the following sources of funding:

•  We intend to continue to seek financing available under our 2004 ECA facility. At December 31, 2009, we had approximately $682,000 available for the financing of Airbus aircraft under our 2004 ECA facility. As a result of our current long-term debt ratings, we are required to receive written consent from the security trustee before we can fund future Airbus aircraft deliveries. We obtained consent for 19 of the 24 Airbus aircraft we purchased since March 17, 2009, when the security trustee’s consent became required. We financed the 19 aircraft under the facility during 2009, and subsequent to December 31, 2009, we obtained consent for and expect to finance the remaining five aircraft delivered in the fourth quarter of 2009 in March 2010.

•  We are currently seeking secured financings aggregating $750,000 from various institutions. Under our existing debt agreements we and our subsidiaries have certain restrictions, as mentioned above, and currently have approximately $800,000 available to us for additional secured financings.

•  We are currently pursuing potential aircraft sales that could aggregate up to $3,500,000 in proceeds. Significant uncertainties exist regarding whether we could reach an agreement with buyers, what the terms of any potential sale would be and whether the FRBNY would approve any agreement reached by our Board of Directors. Because the current market for aircraft is depressed due to the economic downturn and limited availability of buyer financing, a sale would likely result in a realized loss, which could be material to our results of operations for an individual reporting period. If the sales portfolios on offer result in sales, there will be an aging of the ILFC aircraft fleet. The portfolios are not cross sections of the ILFC aircraft fleet, but consist of primarily younger aircraft.

The FRBNY collateral pool is very large and consists of younger, in production aircraft. The FRBNY must approve all sales and secured borrowing, other than borrowing under the 2004 ECA facility. We cannot predict how this will impact the timing and conclusion of any potential sales.

As stated in AIG’s annual report on Form 10-K for the period ended December 31, 2009, AIG intends to provide support to us through February 28, 2011, to the extent that secured financing, aircraft sales and other sources of funds are not sufficient to meet liquidity needs.

51

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note A — Consideration of ILFC’s Ability to Continue as a Going Concern (Continued)

Management’s Assessment and Conclusion

In assessing our current financial position, liquidity needs and ability to meet our obligations as they come due, management made significant judgments and estimates with respect to the potential financial and liquidity effects of our risks and uncertainties, including but not limited to:

•  credit ratings downgrade risk which could further reduce our ability to access public debt markets and our private debt;

•  financing requirements for future debt repayments and aircraft purchase commitments;

•  the potential financing sources discussed above;

•  cash flows from operations, including potential non-performance of lessees and the mitigation of such impact on revenue due to repossession rights, security deposits and overhaul rentals; and

•  cash flows generated from potential sales of aircraft portfolios and any uncertainties associated with those sales.

Based on AIG’s expressed intention to support us, its recent funding of $2,200,000 to us to repay our maturing debt, and management’s plans as described above, and after consideration of the risks and uncertainties of such plans, management believes 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.

Our 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 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.

Note B — Summary of Significant Accounting Policies

Principles of Consolidation:  The accompanying consolidated financial statements include the results of all entities in which we have a controlling financial interest, as well as accounts of VIEs in which we are the primary beneficiary. The primary beneficiary of a VIE is the party with variable interest in the entity that absorbs the majority of the expected losses of the VIE, receives the majority of the expected residual returns of the VIE, or both. See Note M — Variable Interest Entities. Investments in equity securities in which we have more than a 20% interest, but do not have a controlling interest and are not the primary beneficiary, are accounted for under the equity method of accounting. Investments in which we have less than a 20% interest are carried at cost.

Variable Interest Entities:  We consolidate VIEs in which we have determined that we are the Primary Beneficiary (“PB”). We use judgment when determining (i) whether an entity is a VIE; (ii) who are the variable interest holders; (iii) the exposure to expected losses and returns of each variable interest holder; and (iv) ultimately which party is the PB. When determining which party is the PB, we perform an analysis which considers (i) the design of the VIE; (ii) the capital structure of the VIE; (iii) the contractual relationships between the variable interest holders; (iv) the nature of the entities’ operations; and (v) purposes and interests of all parties involved.

We re-evaluate whether we are the PB for all significant Variable Interests when certain events occur. The re-evaluation occurs when an event changes the manner in which the Variable Interests are allocated across the

52

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

Variable Interest holders. We also reconsider our role as PB when we sell, or otherwise dispose of, all or part of our variable interests in a VIE, or when we acquire additional variable interests in a VIE. We do not reconsider whether we are a PB solely as the result of operating losses incurred by an entity.

Lease Revenue:  We lease flight equipment principally under operating leases and report rental income ratably over the life of the lease. The difference between the rental income recorded and the cash received under the provisions of the lease is included in Lease receivables and other assets on the Consolidated Balance Sheets. Past-due rentals are recognized on the basis of management’s assessment of collectibility. 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 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. In certain cases, leases provide for additional rentals based on usage. The usage may be calculated based on hourly usage or on the number of cycles operated, depending on the lease contract. A cycle is defined as one take-off and landing. The lessee typically reports the usage to us monthly.

Lease revenues from the rental of flight equipment have been reduced by payments received by our customers from the notional accounts established by the aircraft and engine manufacturers.

Rentals received under the lease agreements but unearned are recorded in Rentals received in advance on the Consolidated Balance Sheets until earned.

Lessee specific modifications such as those related to modifications of the aircraft cabin are capitalized as initial direct costs and amortized over the term of the lease into lease revenue.

Initial Direct Costs:  We treat as period costs internal and other costs incurred in connection with identifying, negotiating and delivering aircraft to our lessees. Amounts paid by us to lessees, or other parties, in connection with the lease transactions are capitalized and amortized as a reduction to lease revenue over the lease term.

Flight Equipment Marketing:  We market flight equipment both on our behalf and on behalf of independent third parties. Flight equipment marketing consists of revenue generated from the sale of flight equipment and commissions generated from leasing and sales of managed aircraft. Flight equipment sales are recorded when substantially all of the risks and rewards of ownership have passed to the new owner. Provisions for retained lessee obligations are recorded as reductions to Flight equipment marketing at the time of the sale.

Provision for Overhauls:  Under the provisions of many leases, we receive overhaul rentals based on the usage of the aircraft. For certain airframe and engine overhauls, we reimburse the lessee for costs incurred up to, but not exceeding, related overhaul rentals that the lessee has paid to us for usage of the aircraft.

Overhaul rentals are included under the caption Rental of flight equipment in the Consolidated Statements of Income. We provide a charge to operations for estimated reimbursements at the time the lessee pays the overhaul rentals based on overhaul rentals received and the estimated reimbursements during the life of the lease. Management periodically evaluates the reserve for these reimbursements and the reimbursement rate, and adjusts the provision for overhauls accordingly.

Cash:  We consider cash and cash equivalents to be cash on hand and highly liquid investments with maturity dates of 90 days or less. At December 31, 2009, cash and cash equivalents consist of cash on hand and time deposits. At December 31, 2008, cash and cash equivalents consist of cash on hand, time deposits, deposits in funds that purchase U.S. government securities, and overnight interest bearing sweep accounts. In addition, an escrow account with a deposit of $458,547 is included in our cash balances at December 31, 2008. The amount was designated by the Board of Directors to pay off the FRBNY Commercial Paper Funding Facility (“CPFF”) and was subsequently used together with other funds to pay off the $1,700,000 borrowed under the CPFF. See Note F — Debt Financing.

53

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

Restricted Cash:  Restricted cash consists of segregated security deposits, maintenance reserves, and rental payments related to aircraft funded under the 1999 and 2004 ECA facilities. See Note F — Debt Financing.

Foreign Currency:  Assets and liabilities denominated in foreign currencies are translated into USD using the exchange rates at the balance sheet date. Foreign currency transaction gains or losses are translated into USD at the transaction date.

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 on 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. We had ten and 13 freighter aircraft in our fleet at December 31, 2009 and 2008, respectively. When an aircraft is out of production, management evaluates 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.

Under arrangements with manufacturers, in certain circumstances the manufacturers establish notional accounts for our benefit, to which they credit amounts when we purchase and take delivery of and lease aircraft. The manufacturers have established these notional accounts to assist us, and as an incentive for us, to place their equipment with customers. Amounts credited to the notional accounts are used at our direction, subject to certain limitations set forth in our contracts with the manufacturers, to protect us from certain events, including loss when airline customers default on lease payment obligations, to provide lease subsidies and other incentives to our airline customers in connection with leases of certain aircraft and to reduce our cost of aircraft purchased. The amounts credited are recorded as a reduction in Flight equipment under operating leases with a corresponding charge to a receivable, until we utilize the funds. The receivable is included in Lease receivables and other assets on our Consolidated Balance Sheets. At December 31, 2007, we had closed one notional account and at December 31, 2009 we had closed an additional notional account and were in the process of closing the remaining accounts. Future amounts paid to us by the manufacturers will be recorded directly as a reduction to Flight equipment under operating leases.

Management evaluates all contemplated aircraft sale transactions as to whether all the criteria required have been met under GAAP in order to classify the aircraft as held for sale. Management uses judgment in evaluating these criteria. Due to the uncertainties and uniqueness of any potential sale transaction, the criteria generally will not be met for an aircraft as held for sale unless the aircraft is subject to an approved signed sale agreement or management has made a specific determination to sell a particular aircraft or group of aircraft.

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 U.S. Generally Accepted Accounting Principles (“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. Further, we may perform a recoverability assessment if changes in circumstances would require us to change our assumptions as to future cash flows. 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 values, scrap values or sale values as appropriate for each aircraft.

54

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

Management is very active in the industry and develops the assumptions used in the recoverability assessment based on its knowledge of active lease contracts, expectations of intended use of a particular aircraft, 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, among other things, contracted lease rates, economic conditions, technology, airline demand for a particular aircraft type, and other risk factors. 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 below under “Fair Value Measurements.” 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.

Capitalized Interest:  We borrow funds to finance progress payments for the construction of flight equipment ordered. We capitalize interest incurred on such borrowings. This amount is calculated using our composite borrowing rate and is included in the cost of the flight equipment.

Deferred Debt Issue Costs:  We incur debt issue costs in connection with debt financing. Those costs are deferred and amortized over the life of the debt using the interest method and charged to interest expense.

Derivative Financial Instruments:  We employ a variety of derivative financial instruments to manage our exposure to interest rate risks and foreign currency risks. All derivatives are carried at fair value. We obtain our market values on a quarterly basis from AIG. We apply either fair value or cash flow hedge accounting when transactions meet specified criteria for hedge accounting treatment. If the derivative does not qualify for hedge accounting, the gain or loss is immediately recognized in earnings. If the derivative qualifies for hedge accounting and is designated and documented as a hedge, the gain or loss on the mark-to-market of the derivative is either recognized in income along with the change in market value of the item being hedged for fair value hedges, or deferred in Accumulated other comprehensive income (“AOCI”) to the extent the hedge is effective for cash flow hedges. We reclassify final settlements on derivative instruments to financing activities in our Consolidated Statements of Cash Flow.

We formally document all relationships between hedging instruments and hedged items at designation of the hedge, as well as risk management objectives and strategies for undertaking various hedge transactions. This includes linking all derivatives that are designated as fair value, cash flow, or foreign currency hedges to specific assets or liabilities on the balance sheet. We also assess (both at the hedge’s inception and on an ongoing basis) whether the derivatives that are used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flow of hedged items and whether those derivatives may be expected to remain highly effective in future periods. We use the “hypothetical derivative method” when we assess the effectiveness. When it is determined that a derivative is not (or has ceased to be) highly effective as a hedge, we discontinue hedge accounting, as discussed below.

We discontinue hedge accounting prospectively when (i) we determine that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item; (ii) the derivative expires or is sold, terminated, or exercised; or (iii) management determines that designating the derivative as a hedging instrument is no longer appropriate.

In all situations in which hedge accounting is discontinued and the derivative remains outstanding, we carry the derivative at its fair value on the balance sheet, recognizing changes in the fair value in current-period earnings. The remaining balance in AOCI at the time we discontinue hedge accounting is amortized into income over the remaining life of the derivative contract.

55

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

Fair Value Measurements:  Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability. Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and general market conditions. See Note N — Fair Value Measurements for more information on fair value.

Other Comprehensive Income (Loss): We report comprehensive income or loss for gains and losses associated with changes in fair value of derivatives designated as cash flow hedges and unrealized gains and losses on marketable securities classified as “available-for-sale.”

Guarantees:  We record the fee paid to us as the initial carrying value of the guarantee which is included in Accrued interest and other payables on our Consolidated Balance Sheets. Since the amount received represents the market rate that would be charged for similar agreements, management believes that the carrying value approximates the fair value of these instruments at the date of issuance of the guarantee. The fee received is recognized ratably over the guarantee period. When it becomes probable that we will have to perform under a guarantee, we accrue a separate liability, if it is reasonably estimable, based on the facts and circumstances at that time. We reverse the liability only when there is no further exposure under the guarantee.

Income Taxes:  We are included in the consolidated federal income tax return of AIG. Our provision for federal income taxes is calculated, on a separate return basis adjusted to give recognition to the effects of net operating losses, foreign tax credits and the benefit of the Foreign Sales Corporation (“FSC”) and Extraterritorial Income Exclusion (“ETI”) provisions of the Internal Revenue Code to the extent we estimate that they will be realizable in AIG’s consolidated return. To the extent the benefit of a net operating loss is not utilized in AIG’s tax return, AIG will reimburse us upon the expiration of the loss carry forward period as long as we are still included in AIG’s consolidated federal tax return and the benefit would have been utilized if we had filed a separate consolidated federal income tax return. Income tax payments are made pursuant to a tax payment allocation agreement whereby AIG credits or charges us for the corresponding increase or decrease (not to exceed the separate return basis calculation) in AIG’s current taxes resulting from our inclusion in AIG’s consolidated tax return. Intercompany payments are made when such taxes are due or tax benefits are realized by AIG.

We and our U.S. subsidiaries are included in the combined state unitary tax returns of AIG, including California. We also file separate returns in certain other states, as required. The provision for state income taxes is calculated, giving effect to the AIG unitary rate and credits and charges allocated to us by AIG, based upon the combined filings and the resultant current tax payable.

We calculate our provision using the asset and liability approach. This method gives consideration to the future tax consequences of temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on currently enacted tax rates. Deferred tax liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Current income taxes on the balance sheet principally represent amounts receivable or payable from/to AIG under the tax sharing agreements. Interest and penalties, when applicable, are included in the provision for income taxes.

56

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

We have uncertain tax positions consisting primarily of benefits from our FSC and ETI. We recognize uncertain tax benefits only to the extent that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

Stock-based Compensation: We participate in AIG’s share-based payment and liability award programs and our share of the calculated costs is allocated to us by AIG. AIG accounts for stock-based compensation using the modified prospective application method. This method provides for the recognition of the fair value with respect to share-based compensation for shares subscribed for or granted on or after January 1, 2006, and all previously granted but unvested awards as of January 1, 2006. The cost is recognized over the period during which an employee is required to provide service in exchange for the options. See Note K — Employee Benefit Plans.

Use of Estimates:  The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Reclassifications:  Certain amounts have been reclassified in the 2008 and 2007 financial statements to conform to our 2009 presentation.

Recent Accounting Pronouncements:

We adopted the following accounting standards during 2009:

Business Combinations:  In December 2007, the Financial Accounting Standards Board (“FASB”) issued an accounting standard that changed 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 certain assets acquired, liabilities assumed, and non-controlling (i.e., minority) interests; and recognizing contingent consideration arrangements at their acquisition-date fair values with subsequent changes in fair value generally reflected in income, among other changes. We adopted the new standard 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.

Non-controlling Interests in Consolidated Financial Statements:  In December 2007, the FASB issued an accounting standard that requires non-controlling (i.e., minority) interests in partially owned consolidated subsidiaries to be classified in the consolidated balance sheet as a separate component of equity, or in the mezzanine section of the balance sheet (between liabilities and equity) if such interests do not qualify for “permanent equity” classification. The new standard also specifies the accounting for subsequent acquisitions and sales of non-controlling interests and how non-controlling interests should be presented in the consolidated statement of income. The non-controlling interests’ share of subsidiary income (loss) should be reported as a part of consolidated net income (loss) with disclosure of the attribution of consolidated net income to the controlling and non-controlling interests on the face of the consolidated statement of income. This new standard became effective for us beginning with financial statements issued for the first quarter of 2009. This standard had to 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 this accounting standard did not have any effect on our consolidated financial position, results of operations or cash flows.

Disclosures about Derivative Instruments and Hedging Activities:  In March 2008, the FASB issued an accounting standard that requires enhanced disclosures about (i) how and why a company uses derivative

57

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

instruments; (ii) how derivative instruments and related hedged items are accounted for; and (iii) how derivative instruments and related hedged items affect a company’s consolidated financial condition, results of operations, and cash flows. We adopted the new standard for the interim period ended March 31, 2009. Because this new accounting standard 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 O — Derivative Financial Instruments.

Employers’ Disclosures about Postretirement Benefit Plan Assets:  In December 2008, the FASB issued an accounting standard that requires 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. We adopted this standard for the annual period ended December 31, 2009. Because this standard only requires additional disclosures, it did not have any effect on our consolidated financial position, results of operations, or cash flows. See Note K — Employee Benefit Plans.

Disclosures about Transfers of Financial Assets and Variable Interest Entities: In December 2008, the FASB issued an accounting standard that amends and expands the disclosure requirements regarding transfers of financial assets and a company’s involvement with VIEs. The standard was effective for interim and annual periods ending after December 15, 2008. Because this standard only requires additional disclosures, it did not have any effect on our consolidated financial position, results of operations, or cash flows. See Note M — Variable Interest Entities.

Interim Disclosures about Fair Value of Financial Instruments:  In April 2009, the FASB issued an accounting standard that requires a company to disclose information about the fair value of financial instruments (including methods and significant assumptions used) in interim financial statements. The standard also requires the disclosures in summarized financial information for interim reporting periods. We adopted the new standard for the interim period ended June 30, 2009. As the standard only requires additional disclosures, our adoption of the standard did not have any effect on our consolidated financial position, results of operations or cash flows.

Recognition and Presentation of Other-Than-Temporary Impairments:   In April 2009, the FASB issued an accounting standard that requires a company to recognize the credit component of an other-than-temporary impairment of a fixed maturity security in income and the non-credit component in AOCI when the company does not intend to sell the security, or it is more likely than not that the company will not be required to sell the security prior to recovery. The standard also changed the threshold for determining when an other-than-temporary impairment has occurred on a fixed maturity security with respect to intent and ability to hold until recovery and requires additional disclosures in interim and annual reporting periods for fixed maturity and equity securities. The standard does not change the recognition of other-than-temporary impairment for equity securities. We adopted the new standard for the interim period ended June 30, 2009. The adoption did not have any effect on our consolidated financial position, results of operations or cash flows.

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:  In April 2009, the FASB issued an accounting standard that provides guidance for estimating the fair value of assets and liabilities 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. The new standard also requires extensive additional fair value disclosures. We adopted the new standard for the interim period ended June 30, 2009. The adoption did not have any effect on our consolidated financial position, results of operations or cash flows.

Subsequent Events:  In May 2009, the FASB issued an accounting standard that requires disclosure of the date through which a company evaluated the need to disclose events that occurred subsequent 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 the new standard for the interim period ended June 30, 2009. The adoption of the new standard did not affect our

58

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note B — Summary of Significant Accounting Policies (Continued)

consolidated financial position, results of operations or cash flows. We considered subsequent events through March 1, 2010 for disclosures in this Form 10-K, which is the date the financial statements were available to be issued.

FASB Accounting Standards Codification:  In June 2009, the FASB issued an accounting standard that established the FASB Accounting Standards Codification (“ASC”), which became the source of authoritative GAAP for non-governmental entities effective for the period ended September 30, 2009. 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 standard, the ASC superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the ASC became non-authoritative. We adopted the new standard for the interim period ended September 30, 2009, its effective date. The adoption did not have any effect on our consolidated financial position, results of operations or cash flows.

Measuring Liabilities at Fair Value:  In August 2009, the FASB issued an accounting standards update to clarify how the fair value measurement principles should be applied when measuring liabilities carried at fair value. The update explains how to prioritize market inputs in measuring liabilities at fair value and what adjustments to market inputs are appropriate for debt obligations that are restricted from being transferred to another obligor. The update is effective for interim and annual periods ending after December 15, 2009. We adopted this standard for the annual period ended December 31, 2009. The adoption of the update did not have any effect on our consolidated financial position, results of operations or cash flows, but affected the way we value our debt when disclosing its fair value. See Note P — Fair Value Disclosures of Financial Instruments.

Future Application of Accounting Standards:

Accounting for Transfers of Financial Assets:  In June 2009, the FASB issued an accounting standard addressing transfers of financial assets that removes the concept of a Qualifying Special Purpose Entity (“QSPE”) from the FASB ASC and removes the exception from applying the consolidation rules to QSPEs. The new standard is effective for interim and annual periods beginning on January 1, 2010 for us. Earlier application is prohibited. The adoption of the new standard will have no effect on our consolidated financial position, results of operations, or cash flows, as we do not have any involvement with QSPEs.

Consolidation of Variable Interest Entities:  In June 2009, the FASB issued an accounting standard that amends the rules addressing consolidation of VIEs 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 has (i) the obligation to absorb losses of the entity or (ii) the right to receive benefits from the entity. The new standard also requires enhanced financial reporting by enterprises involved with VIEs. The new standard is effective for interim and annual periods beginning on January 1, 2010. Earlier application is prohibited. We have determined that we are not involved with any VIEs that would have to be consolidated as a result of the adoption of this standard. We have determined that we will have to deconsolidate ten previously consolidated VIEs, as we do not control the activities which significantly impact the economic performance of these VIEs. Accordingly, we will remove Assets of VIEs and Liabilities of VIEs from our consolidated balance sheet of $79,720 and $6,464, respectively, as reflected on our Consolidated Balance Sheet at December 31, 2009. We will record investments in senior secured notes of $51,660 and guarantee liabilities of $3,000 relating to our involvements with these entities. As a result, we will record a $15,900 charge, net of tax, to beginning retained earnings on January 1, 2010.

Subsequent Events:  In February 2010, the FASB amended a previously issued accounting standard to require all companies that file financial statements with the SEC to evaluate subsequent events through the date the financial statements are issued. The standard was further amended to exempt these companies from the requirement to disclose the date through which subsequent events have been evaluated. This amendment is effective for us for

59

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

interim and annual periods ending after June 15, 2010. Because this new standard only requires additional disclosures, its adoption will have no effect on our consolidated financial position, results of operations, or cash flow.

Note C — Related Party Transactions

Intercompany Allocations and Fees:  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 fees 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. AIG paid certain expenses on our behalf which increased Paid-in capital. See Note G — Shareholders’ Equity.

Credit Agreements with AIG Funding:  We borrowed $1,671,268 from AIG Funding, an affiliate of our parent, in September 2008 in order to pay our commercial paper and other obligations as they became due. The amount outstanding under the loan was paid in October 2008 when we were approved to participate in the CPFF.

During the year ended December 31, 2009, we entered into credit agreements aggregating approximately $3,900,000 with AIG Funding. See Note F — Debt Financings.

Derivatives and Insurance Premiums:  All of our interest rate swap and foreign currency swap agreements are with AIG Financial Products Corp. (“AIGFP”), a related party. See Note N — Fair Value Measurements and Note O — Derivative Financial Instruments. In addition, we purchase insurance through a broker who may place part of our policies with AIG. Total insurance premiums were $6,806, $5,745, and $5,100 for the years ended December 31, 2009, 2008 and 2007, respectively.

Our financial statements include the following amounts involving related parties:

	December 31,
Income Statement	2009			2008			2007
	(Dollars in thousands)
Expense (income):
Interest expense on loan from AIG	$	100,504		$	6,825		$	—
Effect from derivatives on contracts with AIGFP(a)		(22,097	)		39,926			5,310
Lease revenue related to hedging of lease receipts with AIGFP(a)		723			6,718			(799	)
Allocation of corporate costs from AIG		8,683			13,167			12,877
Management fees received		(9,457	)		(9,808	)		(9,878	)
Management fees paid to subsidiaries of AIG		910			839			726

	December 31,
Balance Sheet	2009			2008
	(Dollars in thousands)
Asset (liability):
Loans from AIG Funding	$	3,909,567		$	—
Derivative assets, net(a)		186,771			88,203
Income taxes (payable) receivable to/from AIG		(80,924	)		(32,083	)
Taxes benefit sharing payable to AIG		(85,000	)		(85,000	)
Accrued corporate costs payable to AIG		(5,298	)		(6,092	)
Accrued interest payable to AIG		(672	)		—
Net (payable) receivable for management fees and other		—			(3	)

(a)  See Note O — Derivative Financial Instruments for all derivative transactions

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note D — Notes Receivable

Notes receivable are primarily from the sale of flight equipment and are summarized as follows:

	2009		2008
Fixed rate notes with varying interest rates up to 10.3%	$	52,060	$	6,767
LIBOR based notes with spreads ranging from 1.3% to 3.3%		60,000		74,560
	$	112,060	$	81,327

At December 31, 2009, the minimum future payments on notes receivable are as follows:

2010(a)	$	67,161
2011		8,865
2012		8,937
2013		11,834
2014		15,263
	$	112,060

(a)  Includes a balloon payment for a note related to a sale of flight equipment.

During the year ended December 31, 2008, based on information received and the analysis performed, we recorded charges aggregating $46,557 to write down two secured notes to fair value. There were no material write downs of notes receivables during the years ended December 31, 2009 and 2007.

Note E — Net Investment in Finance and Sales-type Leases

The following lists the components of the net investment in finance and sales-type leases:

	December 31,			December 31,
	2009			2008
Total lease payments to be received	$	171,549		$	165,503
Estimated residual values of leased flight equipment (unguaranteed)		138,665			195,737
Less: Unearned income		(49,133	)		(59,481	)
Net investment in finance and sales-type leases	$	261,081		$	301,759

At December 31, 2009, minimum future lease payments on finance and sales-type leases are as follows:

2010	$	39,323
2011		32,333
2012		32,040
2013		24,526
2014		21,596
Thereafter		21,731
Total minimum lease payments to be received	$	171,549

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note C — Net Investment in Finance Leases (Continued)

Note F — Debt Financing

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

	December 31,
	2009			2008
Secured
ECA Financings	$	3,004,763		$	2,436,296
Loans from AIG Funding		3,909,567			—
Other Secured Financings(a)		153,116			—
		7,067,446			2,436,296
Unsecured
Commercial Paper		—			1,752,000
Public Bonds and Medium-Term Notes		16,566,099			19,748,541
Bank Debt		5,087,750			7,558,750
		21,653,849			29,059,291
Total Secured and Unsecured Debt Financing		28,721,295			31,495,587
Less: Deferred Debt Discount		(9,556	)		(18,919	)
		28,711,739			31,476,668
Subordinated Debt		1,000,000			1,000,000
	$	29,711,739		$	32,476,668

(a)  Of this amount, $129,583 is non-recourse to ILFC. These secured financings were incurred by VIEs and consolidated.

The above amounts represent the anticipated settlement of our 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.

ECA Financings

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

In January 1999, we entered into the 1999 ECA facility to borrow up to $4,327,260 for the purchase of Airbus aircraft delivered through 2001. We used $2,800,000 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 December 31, 2009, 32 loans with an aggregate principal value of $146,111 remained outstanding under the facility and the net book value of the related aircraft was $1,780,011.

In May 2004, we entered into the 2004 ECA facility, which was amended in May 2009 to allow us to borrow up to $4,643,660 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

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note F — Debt Financing (Continued)

holds title to the aircraft financed under this facility. As of December 31, 2009, we had financed 66 aircraft using approximately $3,961,381 under this facility and approximately $2,858,652 was outstanding. The interest rates are either fixed or based on LIBOR. At December 31, 2009, the interest rates of the outstanding loans ranged from 0.45% to 4.71%. The net book value of the related aircraft was $3,990,970 at December 31, 2009.

Under the terms of our 1999 and 2004 ECA facilities, our current long-term debt ratings impose the following restrictions: (i) we must receive written consent from the security trustee before we can fund Airbus aircraft deliveries under the 2004 ECA facility; (ii) we must segregate all security deposits, maintenance reserves and rental payments received under the leases of the aircraft financed under the 1999 and 2004 ECA facilities into separate accounts controlled by the security trustees (segregated rental payments will be used to pay principal and interest on the outstanding debt); and (iii) we must file individual mortgages on the aircraft funded under the 1999 and 2004 ECA facilities in the local jurisdictions in which the respective lessees operate. At December 31, 2009, we had segregated security deposits, maintenance reserves and rental payments aggregating $315,156 related to aircraft funded under the 1999 and 2004 ECA facilities.

Loans from AIG Funding

In March 2009 we entered into two demand note agreements aggregating $1,700,000 with AIG Funding in order to fund our liquidity needs. Interest on the notes was based on LIBOR with a floor of 3.5%. On October 13, 2009, we amended and restated the two demand note agreements, including extending the maturity dates, and entered into a new $2,000,000 credit agreement with AIG Funding. We used the proceeds from the $2,000,000 loan to repay in full our obligations under our $2,000,000 revolving credit facility that matured on October 15, 2009. On December 4, 2009 we borrowed an additional $200,000 from AIG Funding to repay maturing debt. The amount was added to the principal balance of the new credit agreement. These loans, aggregating $3,900,000, mature on September 13, 2013 and are due in full at maturity with no scheduled amortization. The loans initially bore interest at a rate of 3-month LIBOR plus 3.025%, which was subsequently raised to 6.025%, as discussed below. The funds for the loans were provided to AIG Funding by the FRBNY pursuant to the FRBNY Credit Agreement. In order to receive the FRBNY’s consent to the loans, we entered into guarantee agreements to guarantee the repayment of AIG’s obligations under the FRBNY Credit Agreement up to an amount equal to the aggregate outstanding balance of the loans.

These loans (and the related guarantees) are secured by (i) a portfolio of aircraft and all related equipment and leases, with an aggregate average appraised value as of September 30, 2009 of approximately $7,400,000 plus additional temporary collateral with an aggregate average appraised value as of September 30, 2009 of approximately $10,000,000 that will be released upon the perfection of certain security interests, as described below; (ii) any and all collection accounts into which rent, maintenance reserves, security deposits and other amounts owing are paid under the leases of the pledged aircraft; and (iii) the shares or other equity interests of certain subsidiaries of ours that may own or lease the pledged aircraft in the future. In the event the appraised value of the collateral held falls below certain levels, we will be forced either to prepay a portion of the term loans without penalty or premium, or to grant additional collateral.

We are also required to prepay the loans, without penalty or premium, upon (i) the sale of an aircraft (other than upon the sale or transfer to a co-borrower under the loans) in an amount equal to 75% of the net sale proceeds; (ii) the receipt of any hull insurance, condemnation or other proceeds in respect of any event of loss suffered by a pledged aircraft in an amount equal to 75% of the net proceeds received on account thereof; and (iii)  the removal of an aircraft from the collateral pool (other than in connection with the substitution of a non-pool aircraft for such removed aircraft in accordance with the terms of the loans) in an amount equal to 75% of the most recent appraised value of such aircraft. We are also required to repay the loans in full upon the occurrence of a change in control,

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note F — Debt Financing (Continued)

which is defined in the loan agreements to include AIG ceasing to beneficially own 100% of our equity interests. We may voluntarily prepay the loans in part or in full at any time without penalty or premium.

The loans contain customary affirmative and negative covenants and include restrictions on asset transfers and capital expenditures. The loans also contain customary events of default, including an event of default under the loans if an event of default occurs under the FRBNY Credit Agreement. One event of default under the loans was the failure to perfect security interests, for the benefit of AIG Funding and the FRBNY, in certain aircraft pledged as collateral by December 1, 2009. We were unable to perfect certain of these security interests in a manner satisfactory to the FRBNY by December 1, 2009, and as a result entered into temporary waivers and amendments which (i) will allow us to release the temporary collateral of approximately $10,000,000 once we have completed the transfer of all the aircraft pledged as security to special purpose entities and perfected the security interests of all such aircraft for the benefit of AIG Funding and the FRBNY; (ii) required us to add certain aircraft leasing subsidiaries as co-obligors on the loans; and (iii) will require us to transfer pledged aircraft to special purpose entities within a prescribed time period (not less than three months from the date of notice) upon request, at any time, by AIG Funding (the “Transfer Mandate”). Pursuant to the temporary waiver and amendment, until all perfection requirements with regard to the pledged aircraft have been satisfied, the interest rate was raised to three-month LIBOR plus 6.025%, of which 3.0% is permitted to be paid-in-kind and is added to the principal balance of the loans. Additionally, if we do not comply with any Transfer Mandate within the prescribed time period, we will be in default under the loan agreements with AIG Funding and the interest rate may increase to three-month LIBOR with a 2% floor plus 9.025%. As of February 25, 2010, the FRBNY had not presented us with any Transfer Mandate. Within 30 days after our compliance with the perfection requirements for all of the pledged aircraft, including the transfer of all such aircraft to special purpose entities, a pool of aircraft with a 50% loan-to-value ratio will be selected by AIG Funding and the FRBNY from the pledged aircraft, and the additional temporary collateral with an aggregate appraised value of approximately $10,000,000 at September 30, 2009 will be released.

Other Secured Financing Arrangements

In May 2009, ILFC provided $39,000 of subordinated financing to an entity, which we have determined is a VIE of which we are the primary beneficiary. The primary beneficiary of a VIE is the party with the variable interest in the entity that absorbs the majority of the expected losses of the VIE, receives the majority of the expected residual returns of the VIE, or both. See Note M — Variable Interest Entities. Accordingly, we consolidate the entity into our consolidated financial statements. The entity used these funds and an additional $106,000 borrowed from third parties to purchase an aircraft, which the entity leases to an airline. ILFC acts as servicer of the lease for the entity. The $106,000 loan has two tranches. The first tranche is $82,000, fully amortizes over the lease term, and is non-recourse to ILFC. The second tranche is $24,000, partially 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 December 31, 2009, the interest rates on the $82,000 and $24,000 tranches were 3.385% and 5.085%, respectively. The entity entered into two interest rate cap agreements to economically hedge the related LIBOR interest rate risk in excess of 4.00%. At December 31, 2009, $100,631 was outstanding and the net book value of the aircraft was $142,071.

In June 2009, we borrowed $55,449 through a wholly-owned subsidiary that is considered a VIE and owns one aircraft leased to an airline. See Note M — Variable Interest Entities. 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 December 31, 2009, $52,485 was outstanding and the net book value of the aircraft was $94,610.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note F — Debt Financing (Continued)

Commercial Paper and Other Short-Term Debt

Commercial Paper:  We have a $6,000,000 Commercial Paper Program. The weighted average interest rate of our outstanding commercial paper was 3.51% at December 31, 2008.

We became unable to issue new commercial paper in September 2008 as a result of the liquidity issues of our parent, AIG, the downgrading of our short-term debt rating, and the overall economic conditions in the U.S. and global credit markets. As a result, in September 2008 we had to borrow $1,671,268 from AIG Funding, an affiliate of our parent, and subsequently draw down the maximum amount available on our unsecured revolving credit facilities of $6,500,000. Since September 12, 2008, except as discussed below, we have not issued new commercial paper and we cannot determine if the commercial paper markets will be available to us again.

Commercial Paper Funding Facility:  On October 27, 2008, we were approved to participate in the CPFF to issue up to $5,700,000 of commercial paper. As of December 31, 2008, we had issued $1,686,900 under the CPFF. The proceeds were used to repay the amount outstanding under our loan from AIG Funding. The commercial paper issued was due January 28, 2009 and we paid a lending rate of 2.78%. On January 21, 2009, Standard & Poor’s, a division of the McGraw-Hill Companies, Inc., downgraded our long-term and short-term credit ratings and we ceased to have access to the CPFF. We repaid the funds borrowed under the CPFF on its maturity date of January 28, 2009.

Other Short-Term Financing:  In April 2009, we entered into a $100,000 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.

Public Bonds and Medium-Term Notes

As of December 31, 2009, we had one effective U.S. shelf registration statement and a Euro Medium-Term Note Programme:

	Maximum			Issued as of
	Offering			December 31, 2009
Registration statement dated August 7, 2009	$	Unlimited	(a)	$	—
Euro Medium-Term Note Programme dated September 2009(b)(d)		7,000,000			1,903,000	(c)

(a)	As a result of our Well Known Seasoned Issuer (“WKSI”) status, we have an unlimited amount of debt securities registered for sale.
(b)	This is a perpetual program. As a bond issue matures, the principal amount of that bond becomes available for new issuances under the program.
(c)	We have hedged the foreign currency risk of the notes through foreign currency swaps.
(d)	This is a perpetual program. As a bond issue matures, the principal amount of that bond becomes available for new issuances under the program.

Prior to September 2008, we had issued bonds and medium-term notes. At December 31, 2009, we had public bonds and medium-term notes in the amount of $16,566,099 outstanding with maturities ranging from 2010 to 2015 and interest rates ranging from 4.20% to 7.95%. The bonds and medium-term notes provide for a single principal payment at the maturity of the respective note and cannot be redeemed prior to maturity. At December 31, 2009 and 2008 we had floating rate notes aggregating $1,350,000 and $4,073,280 and the remainder were at fixed rates. To the extent deemed appropriate we enter into derivative transactions to manage our effective borrowing rates with respect to floating rate notes.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note F — Debt Financing (Continued)

At December 31, 2009 and 2008, bonds and medium-term notes included $1,902,500 and $2,334,200 of notes, respectively, issued under our $7,000,000 Euro Medium-Term Note Program (€1.6 billion in 2009 and €1.9 billion and £300 million in 2008). The program is perpetual. As a bond issue matures, the principal amount of that bond becomes available for new issuances under the program. We have eliminated the currency exposure arising from the notes by hedging the notes through swaps. We translate the debt into U.S. dollars using current exchange rates prevailing at the balance sheet date. The foreign exchange adjustment for the foreign currency denominated notes was $391,100 and $338,100 at December 31, 2009 and 2008, respectively.

Bank Debt

Revolving Credit Facilities:  We previously entered into three unsecured revolving credit facilities with an original group of 35 banks for an aggregate amount of $6,500,000, consisting of a $2,000,000 tranche that expired and was paid in full in October 2009, a $2,000,000 tranche that expires in October 2010, and a $2,500,000 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 upgrades to our ratings. As of December 31, 2009, the maximum amount available of $4,500,000 under our active revolving credit facilities was outstanding and interest was accruing on the outstanding loans with interest rates based on LIBOR ranging from 0.91% to 0.93%. If AIG sells 51% or more of our equity interests without our lenders’ consent, it would be an event of default under our revolving credit facilities and would allow our lenders to declare our debt immediately due and payable.

Term Loans:  From time to time, we enter into funded bank financing arrangements. As of December 31, 2009, $587,750 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 0.30% to 0.40%. At December 31, 2009, the interest rates ranged from 0.55% to 0.68%. If AIG sells 51% or more of our equity interests without our lenders’ consent, it would be an event of default under our funded bank financing agreements and would allow our lenders to declare our debt immediately due and payable.

Subordinated Debt

In December 2005, we issued two tranches of subordinated debt totaling $1,000,000. Both tranches mature on December 21, 2065, but each tranche has a different call option. The $600,000 tranche has a call option date of December 21, 2010, and the $400,000 tranche has a call option date of December 21, 2015. The tranche with the 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; or (iii) 30-year constant maturity treasury.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note F — Debt Financing (Continued)

Existing Commitments

Maturities of debt financing (excluding deferred debt discount) at December 31, 2009 are as follows:

2010	$	6,650,317
2011		7,653,642
2012		4,132,508
2013		7,863,355
2014		1,469,474
Thereafter		1,951,999
	$	29,721,295

Other

Under the most restrictive provisions of our debt agreements, consolidated retained earnings at December 31, 2009 in the amount of $2,542,765 are unrestricted as to payment of dividends based on consolidated net tangible worth requirements. We are, however, currently restricted from paying any dividends to AIG under the FRBNY Credit Agreement.

Note G — Shareholders’ Equity

Market Auction Preferred Stock

The Market Auction Preferred Stock (“MAPS”) have a liquidation value of $100 per share and are not convertible. The dividend rate, other than the initial rate, for each dividend period for each series is reset approximately every seven weeks (49 days) on the basis of orders placed in an auction. At December 31, 2009, the dividend rate for each of the Series A and Series B MAPS was 0.44%.

Paid-in Capital

We recorded $3,305 in 2009, $6,782 in 2008, and $1,698 in 2007 in Paid-in capital for debt issue cost, compensation and other expenses paid by AIG on our behalf, which we were not required to pay.

Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive income consists of fair value adjustments of derivative instruments that qualify as cash flow hedges and unrealized gains and losses on marketable securities classified as “available-for-sale.” The fair value of derivatives were determined using market values obtained from AIG. The fair value of marketable securities were determined using quoted market prices.

At December 31, 2009 and 2008, the Company’s accumulated other comprehensive (loss) income consisted of the following:

	2009			2008
Cumulative unrealized (loss) gain related to cash flow hedges, net of tax of $74,566 (2009) and $90,497 (2008)	$	(138,482	)	$	(168,065	)
Cumulative unrealized gain related to securities available for sale, net of tax of $149 (2009)		276			—
Total accumulated other comprehensive (loss) income	$	(138,206	)	$	(168,065	)

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note G — Shareholders’ Equity (Continued)

Note H — Rental Income

Minimum future rentals on non-cancelable operating leases and subleases of flight equipment which has been delivered as of December 31, 2009 are shown below. This does not include the rentals to be received from lessees as a result of payments made to them directly by the aircraft manufacturers.

Year Ended
2010	$	4,670,327
2011		4,170,938
2012		3,473,153
2013		2,725,381
2014		2,072,724
Thereafter		3,736,884
	$	20,849,407

Additional rentals we earned based on the lessees’ usage aggregated $689,949 in 2009, $616,747 in 2008, and $645,535 in 2007. Flight equipment is leased, under operating leases, with remaining terms ranging from one to 11 years.

Unamortized initial direct cost of $85,292 and $81,793 at December 31, 2009 and 2008, respectively, is included in Lease receivables and other assets on our Consolidated Balance Sheets.

Note I — Income Taxes

The provision (benefit) for income taxes is comprised of the following:

	2009		2008			2007
Current:
Federal(a)	$	110,579	$	14,527		$	(145,650	)
State		1,467		(557	)		7,209
Foreign		1,262		1,210			2,305
		113,308		15,180			(136,136	)
Deferred(b):
Federal		379,813		370,968			455,569
State(c)		7,417		5,448			(8,914	)
		387,230		376,416			446,655
	$	500,538	$	391,596		$	310,519

(a)	Including U.S. tax on foreign income.
(b)	Deferred taxes were also provided (charged) to other comprehensive income of $(16,078), $33,302, and $58,659 for the years ended December 31, 2009, 2008, and 2007, respectively.
(c)	Includes a charge of $3,669 in 2009, a charge of $1,080 in 2008, and a benefit of $12,854 in 2007 for revaluation of state deferred taxes as a result of a change in our California apportionment factor.

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INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note I — Income Taxes (Continued)

The net deferred tax liability consists of the following deferred tax liabilities (assets):

	2009			2008
Deferred Tax Liabilities
Accelerated depreciation on flight equipment	$	5,394,198		$	4,951,176
Straight line rents		37,586			39,565
Derivatives		14,381			10,260
Other		1,970			2,211
Total Deferred Tax Liabilities	$	5,448,135		$	5,003,212
Deferred Tax Assets
Excess of state income taxes not currently deductible	$	(17,668	)	$	(14,709	)
Provision for overhauls		(137,997	)		(148,139	)
Capitalized overhauls		(64,628	)		(30,214	)
Rent received in advance		(92,129	)		(80,233	)
Other comprehensive income		(74,419	)		(90,497	)
Accruals and reserves		(85,008	)		(55,545	)
Net operating loss carry forward(a)		(58,899	)		(75,386	)
Losses of VIEs		(29,281	)		(23,756	)
Other		(6,548	)		(6,483	)
Total Deferred Tax Assets(b)	$	(566,577	)	$	(524,962	)
Net Deferred Tax Liability	$	4,881,558		$	4,478,250

(a)

Represents operating losses generated from tax years 2007 and 2008. Deferred tax assets related to the losses generated are reclassified from current to deferred tax liabilities due to uncertainties with regard to the timing of their future utilization in the consolidated tax return of AIG. Deferred taxes related to the losses will be reclassified to current in future years when we are notified by AIG of amounts utilized in future tax years or through a carry back to prior tax years.

(b)

In making our assessment of the realization of deferred tax assets including net operating loss carry forwards, we considered all available evidence, including (i) current and projected financial reporting results; (ii)  the carry forward periods for all taxable losses; (iii) the projected amount, nature and timing of the realization of deferred tax liabilities; (iv) implications of our tax sharing agreement with AIG; and (v) tax planning strategies that would be implemented, if necessary, to accelerate taxable amounts.

A reconciliation of the computed expected total provision for income taxes to the amount recorded is as follows:

	2009		2008		2007
Computed expected provision at 35%	$	488,659	$	383,152	$	320,210
State income tax, net of Federal		5,774		3,179		(1,108	)
Foreign Taxes		10		97		1,062
IRS Audit Adjustments(a)		2,185		2,863		1,709
Other(b)		3,910		2,305		(11,354	)
Provision for Income Taxes	$	500,538	$	391,596	$	310,519

(a)	We are periodically advised of certain IRS and other adjustments identified in the U.S. Consolidated AIG tax return which are attributable to our operations. Under our tax sharing arrangement, we provide a charge or credit for the effect of the adjustments and the related interest in the period we are advised of such adjustments and interest.
(b)	Consists principally of permanent items related to current and prior year tax returns.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note I — Income Taxes (Continued)

We have certain foreign subsidiaries which are treated as branches for U.S. income tax purposes. We have not provided any foreign deferred tax liabilities with respect to these foreign branch operations, as any future foreign tax attributable to these foreign branch operations should be offset by fully realizable foreign tax credits.

In 2002 and 2003, we participated in certain tax planning activities with our parent, AIG and related entities, which provided certain tax and other benefits to the AIG consolidated group. As a result of our participation in these activities, AIG shared a portion of the tax benefits of these activities attributable to us which aggregated $245,000. We repaid $160,000 in 2007 and the remaining $85,000 is payable to AIG on demand. The liability is recorded in Tax benefit sharing payable to AIG on the Consolidated Balance Sheet.

In October 2004, Congress passed the American Jobs Creation Act of 2004, repealing the corporate export tax benefits under the ETI, after the World Trade Organization (“WTO”) ruled the export subsidies were illegal. Under the act, ETI export tax benefits for corporations would be phased out in 2005 and 2006 for certain transactions. On January 26, 2006, the WTO ruled the American Jobs Creation Act fails to fully implement the recommendations from the Dispute Settlement Body as long as it includes transitional and grandfathering measures. A memo released by the Internal Revenue Service (“IRS”) in January 2007 indicates that some contracts may be grandfathered. However, the memo notes that it cannot be relied upon and there has been no other published announcement by the IRS as to whether benefits for some contracts may continue after 2006. We believe that the FSC and ETI benefits will be an available benefit in our 2007 through 2009 U.S. Consolidated AIG tax returns. However, we have not concluded that the likelihood that the benefit will be realized is more likely than not. As such, we have increased our gross unrecognized tax benefit liability by the amount of the FSC and ETI benefits for those years. If these tax benefits, which aggregate $160,926, are ultimately recognized in our consolidated financial statements, our annual effective tax rate would decrease. We estimate additional unrecognized tax benefits related to FSC and ETI benefits during 2010 of approximately $45,000 to $55,000.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

Balance at January 1, 2007	$	38,381
Additions based on tax positions related to 2007(a)		51,600
Additions for tax positions of prior years(b)		(12,423	)
Reductions for tax positions of prior years		—
Settlements(c)		(13,782	)
Balance at December 31, 2007		63,776
Additions based on tax positions related to 2008(a)		50,980
Additions for tax positions of prior years(b)		6,726
Reductions for tax positions of prior years		—
Balance at December 31, 2008(d)		121,482
Additions based on tax positions related to 2009(a)		50,823
Additions for tax positions of prior years(b)		1,121
Reductions for tax positions of prior years		—
Settlements(c)		(7,602	)
Balance at December 31, 2009(d)	$	165,824

(a)	Consists principally of FSC and ETI benefits.
(b)	Items attributable to prior restatements submitted to the IRS as adjustments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note I — Income Taxes (Continued)

(c)	Amounts paid to AIG related to the settlement of prior year audit adjustments for the years 1991 to 1999. In addition, we paid $10,158, $0 and $4,550 in interest during the years ended December 31, 2007, 2008, and 2009, respectively.
(d)	$13,782, $29,544 and $7,972 is recorded in current taxes at December 2007, 2008, and 2009, respectively, and $0, $91,938 and $107,139 is recorded in deferred taxes at December 31, 2007, 2008, and 2009, respectively. In addition, we recorded $50,713 in Accrued interest and other payables for the year ended December 31, 2009.

Interest related to unrecognized tax benefits are recognized in income tax expense. We recognized $2,185, $2,863, and $1,445 of interest in the Consolidated Statement of Income for the years ended December 31, 2009, 2008, and 2007, respectively. At December 31, 2009, 2008, and 2007, we had included in current taxes payable $8,214, $10,579, and $7,716, respectively, for the payment of interest (net of the federal benefit).

The balance of unrecognized tax benefits at December 31, 2009, included proposed tax adjustments for the years 2000 to 2007, which have been agreed with, but not yet finalized by, the relevant tax authorities. AIG continually evaluates proposed audit adjustments by taxing authorities. The tax return years 2000 through 2007 remain subject to examination by tax authorities in jurisdictions where we are included in AIG’s tax returns (principally in the U.S.).

The Current income taxes recorded on the Consolidated balance sheet represents amounts due to/from AIG under our tax sharing arrangements for US Federal and state taxes. Under the tax sharing arrangements, AIG reimburses us for any tax benefit arising out of the use by AIG of any tax benefits generated by us including net operating losses to the extent used in the consolidated tax returns. As a result of the consolidated taxable losses of AIG, AIG informed us that certain benefits generated by us would not be reimbursed until utilized by AIG, or upon expiration of the benefits. As such, the 2008 provision for current income tax was charged for $75,386, including (i) Net operating loss carry forwards of $167,324; (ii) Reserve for uncertain tax positions of ($107,138); and (iii) audit adjustments relating to 2006 of $15,200. A corresponding credit was recorded in the provision for deferred taxes. In 2009, the provision for current income tax was charged $67,199, including (i) $1,287 for adjustment and utilization of prior year net operating loss; (ii) $15,200 for audit adjustments related to 2006; and (iii) reserve for uncertain tax positions of $50,713.

Note J — Other Information

Concentration of Credit Risk

We lease and sell aircraft to airlines and others throughout the world. The lease and notes receivables are from entities located throughout the world. We generally obtain deposits on leases and obtain collateral in flight equipment on notes receivable. No single customer accounted for more than 10% of total revenues in 2009, 2008 or 2007.

2009 revenues from rentals of flight equipment includes $93,954 (1.78% of total revenue) from lessees who have filed for bankruptcy protection.

Segment Information

We operate within one industry: the leasing, sales and management of flight equipment.

Geographical Concentration

Revenues include rentals of flight equipment to foreign airlines of $4,925,001 in 2009, $4,612,019 in 2008, and $4,175,987 in 2007. Lease revenues from the rental of flight equipment have been reduced by payments received by our customers from the aircraft and engine manufacturers.

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(Dollars in thousands)

Note J — Other Information (Continued)

The following table sets forth the dollar amount and percentage of total rental revenues attributable to the indicated geographic areas based on each airline’s principal place of business for the years indicated:

	2009					2008					2007
	Amount		%			Amount		%			Amount		%
Europe	$	2,353,979		44.6		$	2,241,742		45.3	%	$	2,060,196		44.9	%
Asia/Pacific		1,583,389		30.0			1,432,252		29.0			1,229,141		26.8
The Middle East and Africa		638,747		12.1			558,553		11.3			528,095		11.5
U.S. and Canada		453,976		8.6			444,921		9.0			536,313		11.7
Central and South America and Mexico		245,128		4.7			265,980		5.4			233,866		5.1
	$	5,275,219		100	%	$	4,943,448		100	%	$	4,587,611		100	%

The following table sets forth revenue attributable to individual countries representing at least 10% of total revenue in any year based on each airline’s principal place of business for the years indicated:

	2009					2008					2007
	Amount		%			Amount		%			Amount		%
China	$	903,361		17.1	%	$	835,722		16.9	%	$	714,181		15.6	%
France		537,698		10.2			515,165		10.4			448,538		9.8

Currency Risk

We attempt to minimize our currency and exchange risks by negotiating our aircraft purchase agreements and most of our aircraft leases in U.S. dollars. Some of our leases, however, are negotiated in Euros to meet the needs of a number of airlines. We have hedged part of future lease payments receivable through 2010. We bear risk of receiving less U.S. dollar rental revenue on lease payments not hedged and incurring future currency losses on cash held in Euros if the value of the Euro deteriorates against the U.S. dollar. Foreign currency transaction gains (losses) in the amounts of $5,456, $(3,738), and $7,849 were recognized for the periods ended December 31, 2009, 2008, and 2007, respectively, and are included in Interest and other in our Consolidated Statements of Income.

Note K — Employee Benefit Plans

Our employees participate in various benefit plans sponsored by AIG, including a noncontributory qualified defined benefit retirement plan, a voluntary savings plan (401(k) plan) and various stock based and other compensation plans.

Pension Plans

Pension plan and 401(k) plan expenses allocated to us by AIG were $2,953 for 2009, $1,570 for 2008, and $1,687 for 2007, and are included in Selling, general and administrative in our Consolidated Statements of Income.

AIG’s U.S. plans do not separately identify projected benefit obligations and plan assets attributable to employees of participating affiliates. AIG’s projected benefit obligations exceeded the plan assets at December 31, 2009 by $325,000.

Stock-Based and Other Compensation Plans

At December 31, 2009, our employees participated in the following stock-based and other compensation plans: (i) AIG 2007 Stock Incentive Plan; (ii) Starr International Company, Inc. Deferred Compensation Profit Participation Plans; (iii) AIG 2005-2006 Deferred Compensation Profit Participation Plan; (iv) AIG Partners Plan;

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(Dollars in thousands)

Note K — Employee Benefit Plans (Continued)

(v) ILFC Deferred Compensation Plan; (vi) ILFC Long-Term Incentive Plan; and (vii) Liability Awards under the Troubled Asset Relief Program (“TARP”) Executive Compensation.

We recorded compensation expenses of $14,030, $6,008, and $5,112 for our participation in AIG’s share-based payment and liability programs and $12,605, $7,357, and $5,886 for our deferred compensation and long-term incentive plans for the years ended December 31, 2009, 2008, and 2007, respectively. The impact of all plans, both individually and in the aggregate, is immaterial to the consolidated financial statements.

Note L — Commitments and Contingencies

Aircraft Orders

At December 31, 2009, we had committed to purchase 120 new aircraft, scheduled for delivery through 2019 at an estimated aggregate purchase price (including adjustment for anticipated inflation) of approximately $13,700,000. All of these purchase commitments to purchase new aircraft are based upon purchase agreements with each of The Boeing Company (“Boeing”) and Airbus S.A.S. (“Airbus”).

The Boeing aircraft (models 737 and 787), and the Airbus aircraft (models A319, A320, A321, A350XWB and A380) are being purchased pursuant to the terms of purchase agreements executed by us and Boeing or Airbus. These agreements establish the pricing formulas (which include certain price adjustments based upon inflation and other factors) and various other terms with respect to the purchase of aircraft. Under certain circumstances, we have the right to alter the mix of aircraft type ultimately acquired. As of December 31, 2009, we had made non-refundable deposits on the aircraft which we have committed to purchase of approximately $78,827 and $55,055 with Boeing and Airbus, respectively.

Management anticipates that a portion of the aggregate purchase price for the acquisition of aircraft will be funded by incurring additional debt. The exact amount of the indebtedness to be incurred will depend upon the actual purchase price of the aircraft, which can vary due to a number of factors, including inflation, and the percentage of the purchase price of the aircraft which must be financed.

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 December 31, 2009, the maximum commitment that we were obligated to pay under such guarantees, without any offset for the projected value of the aircraft, was approximately $530,000.

Aircraft Loan Guarantees:  Prior to December 31, 2009 we guaranteed two loans collateralized by aircraft to financial institutions in exchange 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 December 31, 2009, guaranteed value, without any offset for the projected value of the aircraft, was approximately $27,000.

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.

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(Dollars in thousands)

Note L — Commitments and Contingencies (Continued)

Leases

We have operating leases for office space and office equipment extending through 2015. Rent expense was $10,965 in 2009, $9,997 in 2008, and $9,519 in 2007. The leases provide for step rentals over the term and those rentals are considered in the evaluation of recording rent expense on a straight-line basis over the term of the lease. Tenant improvement allowances received from lessor are capitalized and amortized in selling, general and administrative expenses with rent expense. Commitments for minimum rentals under the noncancelable leases at December 31, 2008 are as follows:

2010	$	11,524
2011		11,968
2012		12,448
2013		12,947
2014		13,362
Thereafter		9,063
Total(a)	$	71,312

(a) Minimum rentals have not been reduced by minimum sublease rentals of $7,914 in the future under non-cancelable subleases.

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 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

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(Dollars in thousands)

Note L — Commitments and Contingencies (Continued)

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.

Estate of Volare Airlines (“Volare”):  In November 2004, Volare, an Italian airline, filed for bankruptcy in Italy. Prior to Volare’s bankruptcy, we leased to Volare through wholly-owned subsidiaries two A320-200 aircraft and four A330-200 aircraft. In addition, we managed the lease to Volare by an entity that is a related party to us of one A330-200 aircraft. In October 2009, the Volare bankruptcy receiver filed a claim in an Italian court in the amount of approximately €29.6 million against us and our related party for the return to the Volare estate of all payments made by it to us and our related party in the year prior to Volare’s bankruptcy filing. We have engaged Italian counsel to represent us and intend to defend this matter vigorously. We cannot predict the outcome of this matter, 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 other claims and matters of litigation incidental to the normal course of our business. We believe that the final resolution of these matters will not have a material adverse effect on our financial position, cash flows or results of operations.

Note M — Variable Interest Entities

The accounting standard related to the consolidation of VIEs provides guidance for determining when to consolidate certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity that is at risk to allow the entity to finance its activities without additional subordinated financial support. This standard recognizes that consolidation based on majority voting interest should not apply to these VIEs. A VIE is consolidated by its primary beneficiary, which is the party or group of related parties that absorbs a majority of the expected losses of the VIE, receives the majority of the expected residual returns of the VIE, or both.

Our leasing and financing activities require us to use many forms of entities to achieve our business objectives and we have participated to varying degrees in the designs and formation of these entities. Our involvement in VIEs varies from being a passive investor with involvement from other parties, to managing and structuring all the activities, to being the sole shareholder and sole variable interest in the VIE.

Investment Activities

We have variable interests in ten entities to which we previously sold aircraft. The interests include debt financings, preferential equity interests and in some cases providing 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 have determined that we are the primary beneficiary of these entities because we have exposure to the majority of the risks and rewards of these entities. We do not, however, have legal or operational control over, and we do not own the assets nor are we directly obligated for the liabilities of, these entities. As such, the assets and liabilities of these entities are presented separately on our Consolidated Balance Sheets. Assets in the amount of $79,720 and $98,746 and liabilities in the amount of $6,464 and $10,699 are included in our 2009 and 2008 Consolidated Balance Sheets and net expenses in the amounts of $7,203, $2,336, and $3,760 are included in our Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007, respectively, for these entities. We have a credit facility with these entities to provide financing up to approximately $13,600, of which approximately $8,400 was borrowed at December 31, 2009. The maximum exposure to loss for these entities is $79,720, which is the total recorded asset balance of these entities.

During 2008, we refinanced a loan secured by a pool of aircraft. We were not the primary beneficiary of the entity owning the aircraft, as we were not entitled to receive a majority of the expected losses or expected residual returns from the entity. In the fourth quarter of 2008, we foreclosed on our mortgage on the aircraft, and, as such, we

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(Dollars in thousands)

Note M — Variable Interest Entities (Continued)

terminated our involvement with the VIE. In conjunction with the termination of our involvement, we recorded a loss in the amount of $28,500.

Non-Recourse Financing Structures

ILFC has a variable interest in an entity established to obtain secured financing for the purchase of an aircraft. ILFC provided $39,000 of subordinated financing to the entity and the entity borrowed $106,000 from third parties, $82,000 of which is non-recourse to ILFC. The VIE owns one aircraft with a net book value of $142,071 at December 31, 2009. We have determined that we are the primary beneficiary of this entity because we absorb the majority of the risks and rewards of this entity. As we control and manage all aspects of this entity, the aircraft is included in Flight equipment under operating leases and the borrowings are included in Debt Financings on our Consolidated Balance Sheets. See Note F — Debt Financing.

We have established an entity to obtain secured financing for an aircraft. We borrowed $55,449 from third parties, all of which is non-recourse to us and is secured by the aircraft. The VIE owns the aircraft with a net book value of $94,610 at December 31, 2009. We have determined that we are the primary beneficiary of this entity because we absorb the majority of the risks and rewards of this entity. As the entity is wholly owned, and we control and manage all aspects of this entity, the aircraft is included in Flight equipment under operating leases and the borrowings are included in Debt Financings on our Consolidated Balance Sheets. See Note F — Debt Financing.

Wholly-Owned ECA Financing Vehicles

ILFC has created wholly owned subsidiaries for the purpose of purchasing aircraft and obtaining financing secured by such aircraft. The secured debt has been guaranteed by the European Export Credit Agencies. The entities meet the definition of a VIE because they do not have sufficient equity to operate without ILFC’s subordinated financial support in the form of intercompany notes which serve as equity even though they are legally debt instruments. As we control and manage all aspects of these entities and guarantee the activities of the entities, the aircraft are included in Flight equipment under operating leases and the borrowings are included in Debt Financings on our Consolidated Balance Sheets. See Note F — Debt Financing for full disclosure of the activities of these entities.

Wholly-Owned Leasing Entities

We have created wholly owned subsidiaries for the purpose of facilitating aircraft leases with airlines. The entities meet the definition of a VIE because they do not have sufficient equity to operate without our subordinated financial support in the form of intercompany loans which serve as equity. As we are the sole variable interest in the entities, control and manage all aspects of the entity, and guarantee the activities of the entities, the aircraft are included in Flight equipment under operating leases and the borrowings are included in Debt Financings on our Consolidated Balance Sheets.

Note N — Fair Value Measurements

Fair Value Measurements on a Recurring Basis

The fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The degree of judgment used in measuring the fair value of financial instruments generally correlates with the level of pricing observability.

Financial instruments with quoted prices in active markets generally have more pricing observability and less judgment is used in measuring fair value. Conversely, financial instruments traded in other-than-active markets or

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(Dollars in thousands)

Note N — Fair Value Measurements (Continued)

that do not have quoted prices have less observability and are measured at fair value using valuation models or other pricing techniques that require more judgment. Pricing observability is affected by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and general market conditions. We measure the fair value of derivative assets and liabilities and marketable securities on a recurring basis.

Derivative Contracts

We enter into derivatives to hedge our risk exposure to currency fluctuations and interest rate fluctuations related to our debt and foreign denominated contractual lease payment receipts. (See Note O — Derivative Financial Instruments.) Our derivatives are not traded on an exchange and are inherently more difficult to value. AIG provides us the recurring valuations of our derivative instruments. AIG has established and documented a process for determining fair values. AIG’s valuation model includes a variety of observable inputs, including contractual terms, interest rates curves, foreign exchange rates, yield curves, credit curves, measure of volatility, and correlations of such inputs. Valuation adjustments may be made in the determination of fair value. These adjustments include amounts to reflect counterparty credit quality and liquidity risk, and are as follows:

•  Credit Valuation Adjustment (“CVA”) — The CVA adjusts the valuation of derivatives to account for nonperformance risk of our counterparty with respect to all net derivative assets positions.

The CVA also accounts for our own credit risk, in the fair value measurement of all net derivative liabilities positions, when appropriate. The CVA is accounted for as a decrease to the net derivative position with the corresponding increase or decrease reflected in Other Comprehensive Income (“OCI”) for derivatives designated as cash flow hedges.

•  Market Valuation Adjustment (“MVA”) — The MVA adjusts the valuation of derivatives to reflect the fact that we are an “end-user” of derivative products. As such the valuation is adjusted to take into account the bid-offer spread (the liquidity risk), as we are not a dealer of derivative products. The MVA is accounted for as a decrease to the net derivative position with the corresponding increase or decrease reflected in OCI for derivatives designated as cash flow hedges.

The CVA and the MVA are included in the fair value measurement of our derivative instrument portfolio at December 31, 2008. The inclusion of the CVA and the MVA resulted in incremental reductions of the fair value of derivative assets of $24,165 and $19,800 as of December 31, 2009 and 2008, respectively. The majority of the amount recorded is related to the CVA. The counterparty of all our foreign currency swaps and interest rate swaps is AIGFP, a wholly-owned subsidiary of AIG with an express guarantee from AIG.

Marketable Securities

Our marketable securities are included in our Lease receivables and other assets and consist of an investment in common stock of an airline and AIG common stock held in connection with our deferred compensation program. We value marketable securities using quoted market prices. The marketable securities are immaterial to our financial position and, therefore, are not separately disclosed.

Fair Value Measurements on a Non-Recurring Basis

We also measure the fair value of certain assets and liabilities on a non-recurring basis, when GAAP requires the application of fair value, including events or changes in circumstances that indicate that the carrying amounts of assets may not be recoverable. Assets subject to these measurements include aircraft and notes receivable. Liabilities include asset value guarantees, loan guarantees and put options, all related to aircraft (“AVGs”). We

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note N — Fair Value Measurements (Continued)

principally use the income approach to measure the fair value of these assets and liabilities when appropriate, as described below:

•  Aircraft: We record aircraft at fair value when we determine the carrying value may not be recoverable. The fair value is measured using an income approach based on the present value of cash flows from contractual lease agreements and projected future lease payments, including contingent rentals, net of expenses, which extend to the end of the aircraft’s economic life in its highest and best use configuration, as well as a disposition value, based on expectations of market participants.

•  Notes Receivable: We evaluate the fair value of our secured notes receivables using an income approach, which is based upon the present value of the expected cash flows of the underlying aircraft measured using the methodology described above. With regard to unsecured notes receivable, we also measure the fair value using an income approach based upon the net present value of expected cash flows of the underlying loan agreement.

•  AVGs: We measure the fair value of AVGs at the inception of the agreement based upon the proceeds received. Subsequent non-recurring fair value measurements are based upon the differential between the contractual strike price and the fair value of the underlying aircraft, measured using the methodology described above.

Fair Value Hierarchy

GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•  Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets. Market price data generally is obtained from exchange markets. Our actively traded listed common stocks are measured at fair value on a recurring basis and classified as level 1 inputs.

•  Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Our derivative assets and liabilities are measured on a recurring basis and classified as level 2.

•  Level 3: Fair value measurement based on valuation techniques that use significant inputs that are unobservable. These measurements include circumstances in which there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy, within which the fair value measurement in its entirety falls, is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, we consider factors specific to the asset or liability. Assets and liabilities measured at fair value on a non-recurring basis and classified as level 3 include aircraft, notes receivable, net investment in finance leases, and AVGs.

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(Dollars in thousands)

Note N — Fair Value Measurements (Continued)

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about assets and liabilities measured at fair value on a recurring basis at December 31, 2009 and 2008, respectively, and indicates the level of the valuation inputs used to determine such fair value:

								Counterparty
	Level 1		Level 2			Level 3		Netting (a)			Total
	(Dollars in thousands)
December 31, 2009:
Derivative assets	$	—	$	258,347	(b)	$	—	$	(67,490	)	$	190,857
Derivative liabilities		—		(67,490	)		—		67,490			—
Total derivative assets, net	$	—	$	190,857		$	—	$	—		$	190,857
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 GAAP, we have elected to offset derivative assets and derivative liabilities under our master netting agreement.
(b)	The balance includes CVA and MVA adjustments of $24,165 and $19,800 as of December 31, 2009 and 2008, respectively.

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(Dollars in thousands)

Note N — Fair Value Measurements (Continued)

The following table presents changes during the years ended December 31, 2008 and 2009, in derivative assets and liabilities measured at fair value on a recurring basis, together with the balances of such assets and liabilities at January 1, 2008, December 31, 2008, and December 31, 2009:

	(Dollars in thousands)
Derivatives:
Total fair value at January 1, 2008	$	850,234
Change in fair value subsequent to January 1, 2008:
Effective portion recorded in OCI		(587,523	)
Ineffective portion recorded in income		(18,518	)
Change in accrued interest		(10,430	)
Swap maturity settlements		(123,450	)
Loss on matured swaps		(22,110	)
Total fair value at December 31, 2008	$	88,203
Change in fair value subsequent to December 31, 2008:
Effective portion recorded in OCI	$	160,617
Ineffective portion recorded in income		11,923
Change in accrued interest		(22,041	)
Swap maturity settlements		(61,620	)
Gain on matured swaps recorded in income		9,689
Contracts entered into during the current year not designated as hedges		5,500
Change in fair value of derivatives not accounted for as hedges recorded in income		(1,414	)
Total Fair Value at December 31, 2009	$	190,857

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

During the year ended December 31, 2009, based upon a review of the recoverability of certain aircraft within our fleet, the carrying value of three aircraft was deemed to have been impaired. As a result of this impairment, we recorded charges aggregating $52,938 to write these aircraft down to their fair value. We also recorded charges of $10,607 upon the conversion of two aircraft in our fleet to held for sale assets in order to record them at their fair value. The fair values of all five aircraft are classified as level 3 valuations. The unobservable inputs utilized in the calculation are described in our fair value policy for aircraft above.

During the year ended December 31, 2008, based on information received and the analysis performed, we recorded charges aggregating $46,557 to write down two secured notes to fair value. Management 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. The fair values of the secured notes are classified as Level 3 valuations. The unobservable inputs utilized in the calculation are described in our policy above.

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(Dollars in thousands)

Note O — Derivative Financial Instruments

We use derivatives to manage exposures to interest rate and foreign currency risks. At December 31, 2009, we had interest rate and foreign currency swap agreements with a related counterparty and interest rate cap agreements with an unrelated counterparty.

We record the changes in fair value of derivatives in income or OCI depending on the designation of the hedges as either fair value or cash flow hedges, respectively. Where hedge accounting is not achieved, the change in fair value of the derivative is recorded in income. In the case of a re-designation of a derivative contract, we amortize into income the balance accumulated in AOCI at the time of the re-designation over the remaining life of the underlying derivative. Our foreign currency swap agreements mature through 2011, our interest rate swap agreements through 2015, and our interest rate cap agreements mature in 2018.

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, and all changes in fair value are recorded in income.

All of our interest rate and foreign 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. As a result, the fair value of our derivative portfolio is recorded on our Consolidated Balance Sheets in Derivative assets, net, on a net basis (see Note N — Fair Value Measurements). We account for all of our interest rate swap and foreign currency swap agreements as cash flow hedges. We do not have any credit risk related contingent features and we are not required to post collateral under any of our existing derivative contracts.

Derivatives have notional amounts, which generally represent amounts used to calculate contractual cash flows to be exchanged under the contract. The following table presents notional and fair values of derivatives outstanding at the following dates:

	Asset Derivatives				Liability Derivatives
	Notional Value		USD Fair Value		Notional Value		USD Fair Value
	(In thousands)
December 31, 2009:
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	1,070,513	$	(66,916	)
Foreign exchange swap agreements	€	1,600,000		254,261	$	14,191		(574	)
Total derivatives designated as hedging instruments			$	254,261			$	(67,490	)
Derivatives not designated as hedging instruments:
Interest rate cap agreements	$	100,631	$	4,086	$	—	$	—
Total derivatives			$	258,347			$	(67,490	)
December 31, 2008:
Derivatives designated as hedging instruments:
Interest rate swap agreements(a)	$	—	$	—	$	1,215,309	$	(103,622	)
Foreign exchange swap agreements	€	1,600,000		187,589	$	72,100		(743	)
	£	300,000		4,979	$	—		—
Total derivatives designated as hedging instruments			$	192,568			$	(104,365	)

(a) Converts floating interest rate debt into fixed rate debt.

81

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note O — Derivative Financial Instruments (Continued)

During the years ended December 31, 2009, 2008 and 2007, we recorded the following in OCI related to derivative instruments:

	December 31
Gain (Loss)	2009			2008			2007
	(Dollars in thousands)
Effective portion of change in fair market value of derivatives(a)(b)	$	160,617		$	(601,008	)	$	301,030
Amortization of balances of de-designated hedges and other adjustments		(485	)		(742	)		(2,498	)
Foreign exchange component of cross currency swaps (credited) charged to income		(114,620	)		507,050			(465,859	)
Income tax effect		(15,929	)		33,145			58,565
Net changes in cash flow hedges, net of taxes	$	29,583		$	(61,555	)	$	(108,762	)

(a)	Includes gains(losses) realized on swaps that matured during 2009, 2008, and 2007 that did not have hedge accounting treating, or were not perfectly effective, for the entire term of the contracts. The amounts included are $9,689, ($22,110), and ($3,732) in 2009, 2008, and 2007, respectively.
(b)	2009 and 2008 include ($12,658) and ($19,800) of combined CVA and MVA, respectively.

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)
	December 31,
Derivatives Designated as Cash Flow Hedges	2009		2008			2007
	(Dollars in thousands)
Interest rate swap agreements	$	7,260	$	(79,575	)	$	(40,077	)
Foreign exchange swap agreements(a)		66,037		(503,765	)		419,942
Total	$	73,297	$	(583,340	)	$	379,865

(a) 2009 and 2008 include ($12,658) and ($19,800) of combined CVA and MVA, respectively.

82

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note O — Derivative Financial Instruments (Continued)

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

	Amount of Gain or
	(Loss) Reclassified
	from AOCI Into
	Income
	(Effective Portion)
Location of Gain or (Loss) Reclassified from AOCI	December 31,
into Income (Effective Portion)	2009			2008			2007
	(Dollars in thousands)
Interest rate swap agreements — interest expense	$	(36,916	)	$	(14,613	)	$	4,131
Foreign exchange swap agreements — interest expense		(49,681	)		38,999			73,905
Foreign exchange swap agreements — lease revenue		(723	)		(6,718	)		799
Total	$	(87,320	)	$	17,668		$	78,835

We estimate that within the next twelve months, we will amortize into earnings approximately $17,914 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 Consolidated Statements of Income for the years ended December 31, 2009, 2008, and 2007:

	Amount of Gain or (Loss)
	Recognized in Income on
	Derivatives (Ineffective
	Portion)(a)
	September 30,
	2009			2008			2007
	(Dollars in thousands)
Derivatives Designated as Cash Flow Hedges:
Interest rate swap agreements	$	(868	)	$	(1,768	)	$	10,557
Foreign exchange swap agreements		12,791			(16,750	)		872
Total		11,923			(18,518	)		11,429
Derivatives Not Designated as a Hedge:
Interest rate cap agreements(b)		(647	)		—			—
Interest rate swap agreements		—			—			(158	)
Foreign exchange swap agreements		—			—			17,704
Reconciliation to Consolidated Statements of Income:
Change in fair value of foreign denominated debt related to swap agreements not designated as a hedge		—			—			(33,572	)
Income effect of maturing derivative contracts		9,689			(22,110	)		(3,732	)
Reclassification of amounts de-designated as hedges recorded in AOCI		485			702			3,019
Effect from derivatives, net of change in hedged items due to changes in foreign exchange rates	$	21,450		$	(39,926	)	$	(5,310	)

(a)	All components of each derivative’s gain or loss were included in the assessment of effectiveness.
(b)	An additional ($767) of amortization of premium paid to the derivative counterparty was recognized in Interest expense during the year ended December 31, 2009.

83

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note P — Fair Value Disclosures of Financial Instruments

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

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.

AVGs: Guarantees entered into after December 31, 2002 are included in Accrued interest and other payables on our Consolidated Balance Sheets. Fair value is approximately equal to unamortized fees.

The carrying amounts and fair values of our financial instruments at December 31, 2009 and 2008 are as follows:

	2009						2008
	Carrying						Carrying
	Amount			Fair Value			Amount			Fair Value
	of Asset			of Asset			of Asset			of Asset
	(Liability)			(Liability)			(Liability)			(Liability)
Cash	$	652,067	(a)	$	652,067		$	2,385,948		$	2,385,948
Notes receivable		112,060			107,063			81,327			71,012
Debt financing (including foreign currency adjustment and subordinated debt and excluding debt discount)		(30,112,395	)		(26,762,955	)		(32,833,687	)		(28,818,662	)
Derivative assets, net		190,857			190,857			88,203			88,203
AVGs		(10,860	)		(12,886	)		(12,778	)		(15,209	)

(a) Includes restricted cash of $315,156.

Note Q — Flight Equipment Rent

We sold two aircraft in 2006, which were accounted for as sale-leaseback transactions. We prepaid the total contracted lease payments. The prepaid lease payments will be charged to Flight Equipment Rent ratably over the lease-back period. Prepaid rent in the amounts of $54,532 and $72,541 are included in Lease Receivables and other assets on our 2009 and 2008 Consolidated Balance Sheets, respectively. Flight Equipment Rent includes the recognition of rent expense related to the years ended December 31, 2009, 2008 and 2007. We will charge $18,000 to Flight Equipment Rent for each of the years 2010 through 2013 in recognition of such rent expense.

84

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands)

Note R — Quarterly Financial Information (Unaudited)

We have set forth below selected quarterly financial data for the years ended December 31, 2009 and 2008. The following quarterly financial information for each of the three months ended and at March 31, June 30, September 30, and December 31, 2009 and 2008 is unaudited.

	Quarter
	First		Second		Third		Fourth			Total
Year Ended December 31, 2009
Total Revenues	$	1,278,080	$	1,330,153	$	1,347,179	$	1,366,329		$	5,321,741
Pre-tax Income		314,902		364,397		380,887		335,981	(a)		1,396,167
Net Income		202,957		236,925		245,813		209,934			895,629
Year Ended December 31, 2008
Total Revenues	$	1,215,214	$	1,313,114	$	1,298,953	$	1,261,265		$	5,088,546
Pre-tax Income(b)		231,985		332,210		349,266		181,260	(c)		1,094,721
Net Income		149,502		214,063		224,606		114,954			703,125

(a)	In the fourth quarter of 2009, we recorded impairment charges aggregating $52,938 related to three aircraft.
(b)	In the third quarter of 2008, we recorded an out-of-period adjustment which increased pretax income by $51,238. The out-of-period adjustment resulted from the adoption of new fair value accounting standards as of January 1, 2008. During the first and second quarters of 2008, we recorded charges to pre-tax income of $39,958 and $11,281, respectively, for CVA and MVA on our cash flow hedges. In the third quarter, we concluded that the CVA and MVA on our cash flow hedges should have been recorded in OCI. The Board of Directors was informed of this out-of-period adjustment. We do not believe the effect of the out-of-period adjustment is material to any period affected.
(c)	In the fourth quarter of 2008, we recorded the following: (i) charges aggregating $46,557 to writedown two secured notes to fair value and (ii) charges aggregating $51,414 related to put fees on maturing debt and losses on matured swaps.

85

Report of Independent Registered Public Accounting Firm
on
Financial Statement Schedule

To the Shareholders and Board of Directors
of International Lease Finance Corporation:

Our audits of the consolidated financial statements referred to in our report dated February 28, 2010, appearing in the 2009 Annual Report on Form 10-K of International Lease Finance Corporation also included an audit of the accompanying financial statement schedule as listed in Item 15(a)(2) of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Los Angeles, California

February 28, 2010

86

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

COL. A	COL. B		COL. C				COL. D		COL. E
			ADDITIONS
					Charged to
	Balance at		Charged to		Other
	Beginning of		Costs and		Accounts —		Deductions —		Balance at
Description	Period		Expenses		Describe		Describe(a)		End of Period
	(Dollars in thousands)
Reserve for overhaul:
Year ended December 31, 2009	$	419,329	$	346,966		—	$	375,989	$	390,306
Year ended December 31, 2008		372,324		264,592		—		217,587		419,329
Year ended December 31, 2007		245,369		290,134		—		163,179		372,324

(a)  Reimbursements to lessees for overhauls performed and amounts transferred to buyers for aircraft sold.

87

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 1, 2010

INTERNATIONAL LEASE FINANCE CORPORATION

By  /s/  ALAN H. LUND

Alan H. Lund

Director, Vice Chairman

and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/  DOUGLAS M. STEENLAND Douglas M. Steenland	Director and Chairman of the Board	March 1, 2010
/s/  JOHN L. PLUEGER John L. Plueger	Director, Acting Chief Executive Officer, President and Chief Operating Officer (Principal Executive Officer)	March 1, 2010
/s/  ALAN H. LUND Alan H. Lund	Director, Vice Chairman of the Board and Chief Financial Officer (Principal Financial Officer)	March 1, 2010
/s/  ALAIN KARAOGLAN Alain Karaoglan	Director	March 1, 2010
/s/  ALAN M. PRYOR Alan M. Pryor	Director	March 1, 2010
/s/  DAVID L. HERZOG David L. Herzog	Director	March 1, 2010
/s/  LESLIE L. GONDA Leslie L. Gonda	Director, Chairman of the Executive Committee	March 1, 2010
/s/  LOUIS L. GONDA Louis L. Gonda	Director	March 1, 2010
/s/  ROBERT A. GENDER Robert A. Gender	Director	March 1, 2010
/s/  WILLIAM N. DOOLEY William N. Dooley	Director	March 1, 2010
/s/  KURT H. SCHWARZ Kurt H. Schwarz	Senior Vice President, Chief Accounting Officer and Controller (Principal Accounting Officer)	March 1, 2010

88

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.

Since the Registrant is an indirect wholly-owned subsidiary of AIG, no annual report to security holders or proxy statement, form of proxy or other proxy soliciting materials has been sent to security holders since January 1, 1990.

89

EX-10.13

Exhibit 10.13

December 15, 2009

Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001

Attention: Steven Manzari, Credit, Investment & Payment Risk
Telecopy No.: (212) 720-6332
James R. Hennessey, Legal Department
Telecopy No.: (212) 720-7797

AIG Funding, Inc., as Lender
72 Wall Street, 10th Floor
New York, NY 10005

Attention: Neil Friedman
Telecopy No.: (212) 363-7176

AMENDMENT TO SCHEDULES OF CERTAIN LOAN DOCUMENTS

     Reference is made to that certain (i) Credit Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among International Lease Finance Corporation, a California corporation (the “Parent Borrower”), States Aircraft, Inc., a California corporation (the “U.S. Subsidiary Borrower”), Shrewsbury Aircraft Leasing Limited, a private limited liability company incorporated under the laws of Ireland with registration number 475896 (the “Irish Subsidiary Borrower” and together with the Parent Borrower and the U.S. Subsidiary Borrower, the “Borrowers”), Top Aircraft, Inc., a California corporation (“Holdings”), ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland with registration number 20936 (“ILFC Ireland”), ILFC France S.a.r.l, a société à responsabilité limitée incorporated under the laws of France (“ILFC France”), ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (“ILFC Labuan” and together with ILFC Ireland and ILFC France, the “Initial Intermediate Lessees”), AIG Funding, Inc., a Delaware corporation (the “Lender”), and Wells Fargo Bank Northwest, National Association, a national banking association (“Wells Fargo”), as Security Trustee, (ii) Amended and Restated Credit Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Amended and Restated Credit Agreement” and, together with the Credit Agreement, the “Credit Agreements”), among the Borrowers, Holdings, the Initial Intermediate Lessees, the Lender, and

Wells Fargo, as Security Trustee, and (iii) the Aircraft Mortgage and Security Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), by the Borrowers, Holdings, and the Initial Intermediate Lessees in favor of the Security Trustees.

     Pursuant to that certain Temporary Waiver and Amendment No. 2 dated as of December 4, 2009 among the parties hereto, the Parent Borrower agreed to remove certain Pool Aircraft (the “Removed Aircraft”) from the Designated Pool and to provide Non-Pool Aircraft of reasonably equivalent appraised value and otherwise acceptable to the Required Persons in substitution for the Removed Aircraft (the “Substitution”). The parties hereto agree that the Substitution shall be effective as of the date hereof and that the schedules to the Credit Agreements and the Mortgage shall be amended as follows:

     (a) Schedule I of the Mortgage is hereby replaced in its entirety with Schedule A attached hereto;

     (b) Schedule II of the Mortgage is hereby replaced in its entirety with Schedule B attached hereto;

     (c) Schedule IV of the Mortgage is hereby replaced in its entirety with Schedule C attached hereto;

     (d) Schedule 3.15 of the Credit Agreement is hereby replaced in its entirety with Schedule D hereto;

     (e) Schedule 3.19(c) of the Credit Agreement is hereby replaced in its entirety with Schedule E attached hereto;

     (f) Schedule 3.19(d) of the Credit Agreement is hereby replaced in its entirety with Schedule F attached hereto;

     (g) Schedule 3.15 of the Amended and Restated Credit Agreement is hereby replaced in its entirety with Schedule G hereto;

     (h) Schedule 3.19(c) of the Amended and Restated Credit Agreement is hereby replaced in its entirety with Schedule H attached hereto; and

     (i) Schedule 3.19(d) of the Amended and Restated Credit Agreement is hereby replaced in its entirety with Schedule I attached hereto.

[signature page(s) follow]

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

INTERNATIONAL LEASE FINANCE CORPORATION
By:	/s/ Pamela S. Hendry
	Name:	Pamela S. Hendry
	Title:	Senior Vice President & Treasurer

STATES AIRCRAFT, INC.
By:	/s/ Pamela S. Hendry
	Name:	Pamela S. Hendry
	Title:	Director

SIGNED SEALED AND DELIVERED by SHREWSBURY AIRCRAFT LEASING LIMITED by its duly appointed attorney in the presence of:		SHREWSBURY AIRCRAFT LEASING LIMITED
By:	/s/ Maeved Reilly	By:	/s/ Niall C. Sommerville
	Name: Maeved Reilly		Name: Niall C. Sommerville
	Address: 30 North Wall Quay, D.1.		Title: Director
	Occupation: Administrator

TOP AIRCRAFT, INC.
By:	/s/ Pamela S. Hendry
	Name:	Pamela S. Hendry
	Title:	Director

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

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

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

Schedule A

[attached]

SCHEDULE I
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

AIRCRAFT OBJECTS

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
751	Airbus A330-200	41387, 41388	Rolls-Royce TRENT 772B-60
807	Airbus A330-200	41425, 41426	Rolls-Royce TRENT 772B-60
906	Airbus A330-200	41514, 41515	Rolls-Royce TRENT 772B-60
1917	Airbus A320-200	V11389, V11391	IAE V2527-A5
2149	Airbus A320-200	V11601, V11609	IAE V2527-A5
2158	Airbus A320-200	575738, 575739	CFM56-5B4/P
2166	Airbus A320-200	575761, 575762	CFM56-5B4/P
2171	Airbus A320-200	575770, 575771	CFM56-5B4/P
2182	Airbus A320-200	575784, 575785	CFM56-5B4/P
2191	Airbus A320-200	575796, 575797	CFM56-5B4/P
2193	Airbus A320-200	V11658, V11662	IAE V2527-A5
2199	Airbus A320-200	575803, 575804	CFM56-5B4/P
2206	Airbus A320-200	575812, 575813	CFM56-5B4/P
2278	Airbus A320-200	575899, 577106	CFM56-5B4/P
2349	Airbus A320-200	577165, 577166	CFM56-5B4/P
2371	Airbus A319-100	V11835, V11836	IAE V2524-A5
2396	Airbus A319-100	V11860, V11862	IAE V2524-A5
2406	Airbus A319-100	577206, 577210	CFM56-5B5/P
2408	Airbus A319-100	V11865, V11866	IAE V2524-A5
2422	Airbus A320-200	V11903, V11916	IAE V2527-A5
2424	Airbus A319-100	V11886, V11888	IAE V2524-A5
2426	Airbus A319-100	V11890, V11892	IAE V2524-A5
2430	Airbus A320-200	V11919, V11922	IAE V2527-A5
2433	Airbus A319-100	V11893, V11896	IAE V2524-A5

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
2435	Airbus A319-100	V11895, V11902	IAE V2524-A5
2448	Airbus A319-100	577242, 577248	CFM56-5B5/P
2458	Airbus A319-100	V11927, V11930	IAE V2524-A5
2470	Airbus A319-100	V11942, V11946	IAE V2524-A5
2473	Airbus A319-100	V11950, V11963	IAE V2524-A5
2476	Airbus A321-200	V11929, V11931	IAE V2533-A5
2485	Airbus A319-100	V11952, V11965	IAE V2524-A5
2490	Airbus A319-100	V11960, V11971	IAE V2524-A5
2505	Airbus A319-100	V11989, V11991	IAE V2524-A5
2542	Airbus A320-200	577371, 577372	CFM56-5B4/P
2574	Airbus A319-100	V12063, V12067	IAE V2524-A5
2579	Airbus A319-100	V12054, V12056	IAE V2524-A5
2590	Airbus A321-200	V12070, V12072	IAE V2533-A5
2667	Airbus A319-100	V12161, V12163	IAE V2524-A5
2673	Airbus A319-100	V12204, V12239	IAE V2524-A5
2679	Airbus A319-100	V12199, V12207	IAE V2524-A5
2698	Airbus A319-100	V12196, V12205	IAE V2524-A5
2704	Airbus A319-100	V12230, V12232	IAE V2524-A5
2708	Airbus A320-200	577506, 577507	CFM56-5B4/P
2711	Airbus A319-100	V12218, V12225	IAE V2524-A5
2723	Airbus A319-100	V12244, V12246	IAE V2524-A5
2731	Airbus A320-200	V12223, V12227	IAE V2527-A5
2741	Airbus A321-200	V12273, V12275	IAE V2533-A5
2743	Airbus A320-200	577543, 577544	CFM56-5B4/P
2759	Airbus A321-200	V12291, V12293	IAE V2533-A5
2767	Airbus A321-200	V12302, V12304	IAE V2533-A5
2770	Airbus A320-200	577587, 577590	CFM56-5B4/P
2809	Airbus A321-200	V12323, V12325	IAE V2533-A5
2815	Airbus A319-100	V12310, V12320	IAE V2524-A5
2899	Airbus A320-200	577752, 577753	CFM56-5B4/P

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
2901	Airbus A319-100	V12403, V12405	IAE V2524-A5
2922	Airbus A320-200	V12408, V12410	IAE V2527-A5
2936	Airbus A321-200	V12418, V12430	IAE V2533-A5
2940	Airbus A319-100	V12444, V12453	IAE V2524-A5
2948	Airbus A319-100	V12450, V12485	IAE V2524-A5
2969	Airbus A319-100	V12452, V12469	IAE V2524-A5
2978	Airbus A319-100	V12474, V12478	IAE V2524-A5
2983	Airbus A319-100	V12482, V12484	IAE V2524-A5
3007	Airbus A319-100	V12458, V12496	IAE V2524-A5
3012	Airbus A320-200	V12480, V12489	IAE V2527-A5
3017	Airbus A319-100	V12506, V12512	IAE V2524-A5
3020	Airbus A319-100	V12527, V12531	IAE V2524-A5
3026	Airbus A319-100	V12518, V12537	IAE V2524-A5
3067	Airbus A321-200	V12542, V12548	IAE V2533-A5
3075	Airbus A321-200	V12558, V12560	IAE V2533-A5
3089	Airbus A320-200	V12567, V12569	IAE V2527-A5
3105	Airbus A320-200	V12573, V12575	IAE V2527-A5
3112	Airbus A321-200	V12593, V12609	IAE V2533-A5
3114	Airbus A319-100	V12588, V12595	IAE V2527M-A5
3116	Airbus A319-100	V12583, V12590	IAE V2527M-A5
3120	Airbus A321-200	V12601, V12603	IAE V2533-A5
3123	Airbus A320-200	697250, 697251	CFM56-5B4/P
3124	Airbus A319-100	V12600, V12630	IAE V2527M-A5
3129	Airbus A320-200	697254, 697256	CFM56-5B4/P
3131	Airbus A320-200	697246, 697265	CFM56-5B4/P
3144	Airbus A319-100	V12626, V12628	IAE V2524-A5
3153	Airbus A320-200	697294, 697296	CFM56-5B4/P
3165	Airbus A319-100	V12607, V12632	IAE V2524-A5
3258	Airbus A319-100	V12709, V12734	IAE V2524-A5
3269	Airbus A319-100	V12717, V12720	IAE V2524-A5

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
3270	Airbus A320-200	V12721, V12725	IAE V2527-A5
3311	Airbus A319-100	V12780, V12782	IAE V2524-A5
3342	Airbus A319-100	V12789, V12791	IAE V2524-A5
3366	Airbus A320-200	697586, 697588	CFM56-5B4/3
3440	Airbus A320-200	697677, 697681	CFM56-5B4/3
3444	Airbus A320-200	697679, 697683	CFM56-5B4/3
3456	Airbus A320-200	697764, 697765	CFM56-5B4/3
3463	Airbus A319-100	V12891, V12893	IAE V2524-A5
3476	Airbus A320-200	697718, 697724	CFM56-5B4/3
3491	Airbus A319-100	V12908, V12912	IAE V2524-A5
3501	Airbus A320-200	697766, 697779	CFM56-5B4/3
3590	Airbus A319-100	V13000, V13002	IAE V2524-A5
3599	Airbus A320-200	697903, 697904	CFM56-5B4/3
29356	Boeing 737-700	892110, 892112	CFM56-7B22
29357	Boeing 737-700	892238, 893236	CFM56-7B24
29358	Boeing 737-700	892276, 892279	CFM56-7B24
29361	Boeing 737-700	892350, 893348	CFM56-7B24
29362	Boeing 737-700	893383, 893384	CFM56-7B24
29364	Boeing 737-700	892611, 892612	CFM56-7B24
29365	Boeing 737-700	892644, 892649	CFM56-7B24
29366	Boeing 737-700	892720, 893709	CFM56-7B24
29367	Boeing 737-700	892774, 892775	CFM56-7B24
29368	Boeing 737-800	892801, 892802	CFM56-7B26
29369	Boeing 737-800	892857, 893860	CFM56-7B26
29370	Boeing 737-700	894369, 894370	CFM56-7B24
29371	Boeing 737-700	894201, 894224	CFM56-7B24
29372	Boeing 737-700	894345, 894357	CFM56-7B24
29373	Boeing 737-800	894437, 894438	CFM56-7B26
29374	Boeing 737-800	894504, 894505	CFM56-7B26
30038	Boeing 737-700	892147, 893142	CFM56-7B22

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
30660	Boeing 737-800	890461, 890462	CFM56-7B27/B1
30666	Boeing 737-800	890740, 890741	CFM56-7B26
30670	Boeing 737-800	890786, 890787	CFM56-7B26
30673	Boeing 737-800	890824, 890826	CFM56-7B27/B1
30679	Boeing 737-800	890621, 890622	CFM56-7B27/B1
30680	Boeing 737-800	890618, 890619	CFM56-7B26
30681	Boeing 737-800	892286, 892287	CFM56-7B26
30682	Boeing 737-800	892314, 893316	CFM56-7B26
30683	Boeing 737-800	892306, 892307	CFM56-7B27
30685	Boeing 737-800	892543, 892544	CFM56-7B26
30686	Boeing 737-800	892360, 892364	CFM56-7B26
30690	Boeing 737-800	890644, 891637	CFM56-7B26
30691	Boeing 737-800	892363, 893365	CFM56-7B26
30692	Boeing 737-800	890634, 891633	CFM56-7B26
30693	Boeing 737-800	890660, 891655	CFM56-7B26
30694	Boeing 737-800	892693, 892694	CFM56-7B26
30695	Boeing 737-800	892758, 892761	CFM56-7B26
30696	Boeing 737-800	892763, 892764	CFM56-7B26
30697	Boeing 737-800	892811, 892812	CFM56-7B26
30698	Boeing 737-800	892803, 892804	CFM56-7B26
30699	Boeing 737-800	892847, 892848	CFM56-7B26
30700	Boeing 737-800	892864, 892865	CFM56-7B26
30701	Boeing 737-800	892871, 892872	CFM56-7B26
30702	Boeing 737-800	892882, 892883	CFM56-7B26
30703	Boeing 737-800	892905, 892906	CFM56-7B26
30704	Boeing 737-800	892948, 892949	CFM56-7B26
30705	Boeing 737-800	892983, 892985	CFM56-7B26
30708	Boeing 737-800	894263, 894264	CFM56-7B26
30709	Boeing 737-800	892897, 892904	CFM56-7B26
30711	Boeing 737-800	894412, 894413	CFM56-7B26

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
30715	Boeing 737-800	894560, 894561	CFM56-7B26
30716	Boeing 737-800	894514, 894515	CFM56-7B26
30718	Boeing 737-800	894607, 894608	CFM56-7B26
30723	Boeing 737-800	894656, 894675	CFM56-7B26/3
30725	Boeing 737-800	894691, 894692	CFM56-7B26/3
30728	Boeing 737-800	894883, 894911	CFM56-7B26/3
30733	Boeing 737-800	896143, 896144	CFM56-7B27/3
32706	Boeing 777-300ER	906139, 906140	GE90-115BG01
32707	Boeing 777-300ER	906170, 906175	GE90-115BG02
32708	Boeing 777-300ER	906171, 906172	GE90-115BG01
32709	Boeing 777-300ER	906197, 906199	GE90-115BG02
32710	Boeing 777-300ER	906212, 906214	GE90-115BG02
32713	Boeing 777-300ER	906300, 906301	GE90-115BG02
32714	Boeing 777-300ER	906321, 906322	GE90-115BG02
32715	Boeing 777-300ER	906230, 906232	GE90-115BG02
32718	Boeing 777-200ER	900475, 900476	GE90-94B
32719	Boeing 777-200ER	900481, 900482	GE90-94B
32728	Boeing 777-300ER	906237, 906250	GE90-115BG02
32729	Boeing 777-300ER	906285, 906286	GE90-115BG02
32730	Boeing 777-300ER	906235, 906236	GE90-115BG02
32799	Boeing 737-800	890756, 890757	CFM56-7B26
32800	Boeing 737-800	892325, 892326	CFM56-7B26
32801	Boeing 737-800	892300, 892301	CFM56-7B26
32802	Boeing 737-800	892404, 892405	CFM56-7B26
32842	Boeing 737-700	893601, 893602	CFM56-7B22
33006	Boeing 737-800	892944, 892945	CFM56-7B26
33007	Boeing 737-800	892951, 892954	CFM56-7B26
33008	Boeing 737-700	892399, 893389	CFM56-7B24
33009	Boeing 737-700	892413, 892414	CFM56-7B24
33501	Boeing 777-300ER	906148, 906149	GE90-115BG01

	Airframe
	Manufacturer and		Engine Manufacturer
Airframe MSN	Model	Engine MSNs	and Model
33793	Boeing 737-700	892172, 893136	CFM56-7B22
35271	Boeing 737-800	896375, 896378	CFM56-7B26/3
35273	Boeing 737-800	896401, 897371	CFM56-7B26/3
35281	Boeing 737-800	896729, 896730	CFM56-7B26/3
35289	Boeing 737-800	802135, 802136	CFM56-7B26/3

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and
MSN	Model	Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4
3614	Airbus A319-100	IAE V2524-A5	V13014	V13016
3484	Airbus A320-200	IAE V2527-A5	V12913	V12918
3519	Airbus A320-200	IAE V2527-A5	V12949	V12953
30658	Boeing B737-800	CFM56-7B26	890450	890451
30665	Boeing B737-800	CFM56-7B26	890690	890691
32798	Boeing B737-800	CFM56-7B26	890765	890766
1884	Airbus A319-100	CFM56-5B6/P	575514	575515
1901	Airbus A319-100	CFM56-5B6/P	575532	575533
529	Airbus A330-200	Rolls Royce TRENT 772B-60	41255	41258
3446	Airbus A320-200	CFM56-5B4/3	697693	697695
3473	Airbus A320-200	CFM56-5B4/3	697697	697721
3490	Airbus A320-200	CFM56-5B4/3	697750	697751
3494	Airbus A320-200	CFM56-5B4/3	697758	697759
1874	Airbus A320-200	CFM56-5B4/P	575483	575487
35298	Boeing B777-300ER	GE90-115BG02	906315	906316
35784	Boeing B777-300ER	GE90-115BG02	906641	906642
3361	Airbus A320-200	CFM56-5B4/3	697512	697591
3396	Airbus A320-200	CFM56-5B4/3	697619	697620
3425	Airbus A320-200	CFM56-5B4/3	697655	697660
3475	Airbus A320-200	CFM56-5B4/3	697727	697731
505	Airbus A330-200	Rolls Royce TRENT 772B-60	41239	41240
526	Airbus A330-200	Rolls Royce TRENT 772B-60	41257	41259
30654	Boeing B737-800	CFM56-7B27	890387	890388
30671	Boeing B737-800	CFM56-7B27	890411	890413
32796	Boeing B737-800	CFM56-7B27	890337	890338
33699	Boeing B737-800	CFM56-7B27	890398	891414
2124	Airbus A319-100	CFM56-5B6/2P	575927	575928
1913	Airbus A320-200	CFM56-5B4/2P	575913	575914
2065	Airbus A320-200	CFM56-5B4/2P	575919	575922
1978	Airbus A321-200	CFM56-5B3/2P	575920	575921
2208	Airbus A321-200	CFM56-5B3/2P	575929	575930
2213	Airbus A319-100	CFM56-5B7/P	575799	575801
2228	Airbus A319-100	CFM56-5B7/P	575815	575816

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and
MSN	Model	Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4
2279	Airbus A319-100	CFM56-5B7/P	575885	575888
3065	Airbus A319-100	CFM56-5B7/P	697182	697183
1924	Airbus A320-200	CFM56-5B4/P	575534	575535
1949	Airbus A320-200	CFM56-5B4/P	575554	575555
2705	Airbus A320-200	CFM56-5B4/P	577504	577505
2721	Airbus A320-200	CFM56-5B4/P	577526	577530
3051	Airbus A321-200	CFM56-5B3/P	697174	697175
3098	Airbus A321-200	CFM56-5B3/P	697241	697249
3441	Airbus A321-200	CFM56-5B3/3	697456	697685
3401	Airbus A321-200	CFM56-5B3/3	697629	697672
3419	Airbus A321-200	CFM56-5B3/3	697663	697669
3372	Airbus A321-200	CFM56-5B3/3	697515	697607
3399	Airbus A321-200	CFM56-5B3/3	697634	697635
503	Airbus A330-200	CF6-80E1-A3	811201	811202
519	Airbus A330-200	CF6-80E1-A3	811218	811219
584	Airbus A330-200	CF6-80E1-A3	811248	811249
635	Airbus A330-200	Rolls Royce TRENT 772B-60	41308	41309
32868	Boeing B747-400	CF6-80C2-B1F	706539	706540	706541	706542
35279	Boeing B737-800	CFM56-7B26/3	896551	896552
32869	Boeing B747-400	CF6-80C2-B1F	706551	706552	706553	706554
32871	Boeing B747-400	CF6-80C2-B1F	706623	706624	706625	706626
32870	Boeing B747-400ERF	CF6-80C2-B5F	706627	706628	706629	706630
32867	Boeing B747-400ERF	CF6-80C2-B5F	706514	706515	706516	706517
29402	Boeing B777-200ER	Pratt & Whitney PW4090	P222225	P222226
35782	Boeing B777-300ER	GE90-115BG02	906603	906607
35783	Boeing B777-300ER	GE90-115BG02	906621	906622
32723	Boeing B777-300ER	GE90-115BG01	906108	906109
32724	Boeing B777-300ER	GE90-115BG01	906112	906113
32850	Boeing B777-300ER	GE90-115BG01	906129	906130
32852	Boeing B777-300ER	GE90-115BG01	906143	906144
32725	Boeing B777-300ER	GE90-115BG01	906134	906137
32711	Boeing B777-300ER	GE90-115BG01	906131	906132
35297	Boeing B777-300ER	GE90-115BG02	906377	906378
739	Airbus A330-200	Pratt & Whitney PW4168A	P733595	P733596
911	Airbus A330-200	Pratt & Whitney PW4168A	P733657	P733658
3033	Airbus A320-200	IAE V2527-A5	V12523	V12525
3066	Airbus A320-200	IAE V2527-A5	V12538	V12553
3074	Airbus A320-200	IAE V2527-A5	V12546	V12555
3462	Airbus A321-200	IAE V2533-A5	V12902	V12904
3527	Airbus A321-200	IAE V2533-A5	V12923	V12946
679	Airbus A330-300	Rolls Royce TRENT 772-60	41340	41341
581	Airbus A330-300	Rolls Royce TRENT 772B-60	41188	41288
692	Airbus A330-300	Rolls Royce TRENT 772B-60	41348	41349
716	Airbus A330-300	Rolls Royce TRENT 772B-60	41357	41358
741	Airbus A330-300	Rolls Royce TRENT 772B-60	41380	41381
786	Airbus A330-300	Rolls Royce TRENT 772B-60	41417	41418

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and
MSN	Model	Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4
35274	Boeing B737-800	CFM56-7B24/3	896420	897396
35276	Boeing B737-800	CFM56-7B24/3	896513	896514
35285	Boeing B737-800	CFM56-7B24/3	896958	896961
34432	Boeing B777-300ER	GE90-115BG04	906373	906382
35299	Boeing B777-300ER	GE90-115BG04	906354	906381
35300	Boeing B777-300ER	GE90-115BG02	906432	906433
35301	Boeing B777-300ER	GE90-115BG04	906474	906475
30037	Boeing B737-700	CFM56-7B24	890719	890720
30727	Boeing B737-700	CFM56-7B22	888675	888679
30033	Boeing B737-800	CFM56-7B27/B1	888587	888741
30643	Boeing B737-800	CFM56-7B27/B1	888844	888902
822	Airbus A330-200	Pratt & Whitney PW4168A	P733621	P733622
3428	Airbus A319-100	IAE V2524-A5	V12867	V12871
3685	Airbus A319-100	IAE V2524-A5	V13066	V13068
2793	Airbus A321-200	IAE V2533-A5	V12305	V12307
3458	Airbus A321-200	IAE V2533-A5	V12892	V12894
3522	Airbus A321-200	IAE V2533-A5	V12931	V12933
2113	Airbus A319-100	CFM56-5B5/P	575724	575725
2122	Airbus A319-100	CFM56-5B5/P	575732	575740
2186	Airbus A319-100	CFM56-5B5/P	575765	575769
2332	Airbus A319-100	CFM56-5B5/P	577137	577138
2382	Airbus A319-100	CFM56-5B5/P	577172	577184
2142	Airbus A320-200	CFM56-5B4/P	575701	575703
2189	Airbus A320-200	CFM56-5B4/P	575790	575792
2291	Airbus A320-200	CFM56-5B4/P	577104	577114
2665	Airbus A320-200	CFM56-5B4/P	577469	577470
3056	Airbus A320-200	CFM56-5B4/P	697159	697160
2768	Airbus A320-200	CFM56-5B4/P	577580	577581
3068	Airbus A320-200	CFM56-5B4/P	697157	697158
811	Airbus A330-200	CF6-80E1-A3	811404	811406
29399	Boeing B777-200ER	GE90-94B	900459	900461
32720	Boeing B777-200ER	GE90-94B	900478	900480
32721	Boeing B777-200ER	GE90-94B	900499	900500
35295	Boeing B777-200ER	GE90-94B	900491	900492
2085	Airbus A320-200	IAE V2527-A5	V11524	V11531
2173	Airbus A320-200	IAE V2527-A5	V11634	V11636
2594	Airbus A320-200	IAE V2527-A5	V12087	V12089
29401	Boeing B777-200ER	Rolls Royce TRENT 895-17	51485	51486
29403	Boeing B777-200ER	Rolls Royce TRENT 895-17	51504	51508
29404	Boeing B777-200ER	Rolls Royce TRENT 895-17	51477	51478
32712	Boeing B777-200ER	Rolls Royce TRENT 895-17	51489	51490
30649	Boeing B737-700	CFM56-7B24	888772	888779
30652	Boeing B737-800	CFM56-7B26	889705	889706
30721	Boeing B737-800	CFM56-7B26/3	894612	894618
35272	Boeing B737-800	CFM56-7B26/3	896356	896357
35284	Boeing B737-800	CFM56-7B26/3	896787	896789

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and
MSN	Model	Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4
35287	Boeing B737-800	CFM56-7B26/3	896978	896979
725	Airbus A330-300	CF6-80E1-A4	811349	811350
2761	Airbus A320-200	CFM56-5B4/P	577572	577573
2785	Airbus A320-200	CFM56-5B4/P	577594	577596
2794	Airbus A320-200	CFM56-5B4/P	577621	577625
2798	Airbus A320-200	CFM56-5B4/P	577623	577626
2962	Airbus A320-200	CFM56-5B4/P	577815	577818
2988	Airbus A320-200	CFM56-5B4/P	577851	577852
3083	Airbus A320-200	CFM56-5B4/P	697193	697198
3321	Airbus A320-200	CFM56-5B4/3	697532	697537
3529	Airbus A320-200	CFM56-5B4/3	697781	697782
814	Airbus A330-200	CF6-80E1-A4B	811407	811408
462	Airbus A330-200	Rolls Royce TRENT 772B-60	41224	41225
29395	Boeing B777-300	Rolls Royce TRENT 892-17	51285	51287
28687	Boeing B777-300	Rolls Royce TRENT 892-17	51416	51417
29396	Boeing B777-300	Rolls Royce TRENT 892-17	51378	51379
32697	Boeing B777-300	Rolls Royce TRENT 892-17	51371	51372
32699	Boeing B777-300	Rolls Royce TRENT 892-17	51397	51398
2389	Airbus A319-100	IAE V2522-A5	V11855	V11856
2429	Airbus A319-100	IAE V2522-A5	V11877	V11887
2694	Airbus A319-100	IAE V2522-A5	V12188	V12198
2697	Airbus A319-100	IAE V2522-A5	V12206	V12208
2720	Airbus A319-100	IAE V2522-A5	V12236	V12238
706	Airbus A340-600	Rolls Royce TRENT 556-61	71342	71343	71344	71363
723	Airbus A340-600	Rolls Royce TRENT 556-61	71362	71364	71365	71369
30687	Boeing B737-700	CFM56-7B24	894609	894610
30710	Boeing B737-700	CFM56-7B24	894464	894467
30040	Boeing B737-800	CFM56-7B27	892344	892346
32841	Boeing B737-800	CFM56-7B27	893370	893371
1866	Airbus A319-100	CFM56-5B6/P	575504	575505
1872	Airbus A319-100	CFM56-5B6/P	575508	575509
1882	Airbus A319-100	CFM56-5B6/P	575516	575517
1925	Airbus A319-100	CFM56-5B6/P	575544	575545
2198	Airbus A319-100	CFM56-5B5/P	575780	575783
2209	Airbus A319-100	CFM56-5B5/P	575776	575795
2236	Airbus A319-100	CFM56-5B5/P	575824	575830
1223	Airbus A319-100	IAE V2524-A5	V10719	V10773
1281	Airbus A319-100	IAE V2524-A5	V10778	V10779
1463	Airbus A319-100	IAE V2524-A5	V10933	V10936
1156	Airbus A320-200	IAE V2527-A5	V10655	V10658
1398	Airbus A320-200	IAE V2527-A5	V10885	V10894
1452	Airbus A320-200	IAE V2527-A5	V10943	V10946
1110	Airbus A320-200	IAE V2527-A5	V10620	V10621
28262	Boeing B737-700	CFM56-7B22	890962	890967
29363	Boeing B737-700	CFM56-7B22	890649	891646
33786	Boeing B737-700	CFM56-7B22	890620	891616

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and
MSN	Model	Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4
33787	Boeing B737-700	CFM56-7B22	890658	891654
33791	Boeing B737-700	CFM56-7B22	890954	891938
33792	Boeing B737-700	CFM56-7B22	890976	890977
30662	Boeing B737-700	CFM56-7B24	890573	890577
30663	Boeing B737-700	CFM56-7B24	890584	890585
30677	Boeing B737-700	CFM56-7B22	890868	890869
30039	Boeing B737-800	CFM56-7B26	877654	889548
30675	Boeing B737-800	CFM56-7B26	888459	888586
30032	Boeing B737-800	CFM56-7B27	889643	889654
30689	Boeing B737-800	CFM56-7B27	889493	889494
30332	Boeing B737-800	CFM56-7B27	888214	889252
28237	Boeing B737-800	CFM56-7B26	888197	888201
28689	Boeing B777-200ER	GE90-94B	900359	900360
28692	Boeing B777-200ER	GE90-94B	900353	900354
28678	Boeing B777-200ER	GE90-90B	900323	900324
28679	Boeing B777-200ER	GE90-90B	900329	900330
625	Airbus A330-200	Rolls Royce TRENT 772B-60	41296	41297
632	Airbus A330-200	Rolls Royce TRENT 772B-60	41303	41304
30730	Boeing B737-800	CFM56-7B27/3	894901	895884
2797	Airbus A319-100	IAE V2524-A5	V12298	V12299
2784	Airbus A319-100	IAE V2524-A5	V12296	V12297
35286	Boeing B737-800	CFM56-7B26/3	897742	896834
30724	Boeing B737-800	CFM56-7B26/3	894672	894680
30717	Boeing B737-700	CFM56-7B20	894604	894555
32705	Boeing B777-200ER	GE90-94B	900456	900457

Schedule B

[attached]

SCHEDULE II
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

PLEDGED STOCK

				Percentage of
Stock Borrower	Par Value	Certificate No(s).	Number of Shares	Outstanding Shares
TOP AIRCRAFT, INC.	N/A	1	100	100%
STATES AIRCRAFT, INC.	N/A	1	100	100%
SHREWSBURY AIRCRAFT LEASING LIMITED	US$1 each	1	10	100%
ILFC (BERMUDA) III, LTD.	US$1 each	1	11,998	100%
ILFC ARUBA A.V.V.	US$1 each	1	2	100%
ILFC CAYMAN LIMITED	US$1 each	N/A	1	100%

PLEDGED BENEFICIAL INTERESTS

Borrower	Certificate No.	Percentage of Beneficial Interest
N/A	N/A	N/A

PLEDGED MEMBERSHIP INTERESTS

Issuer	Certificate No.	Percentage of Membership Interest
N/A	N/A	N/A

Schedule C

[attached]

SCHEDULE IV
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

	Chief Executive Office, Chief Place of
	Business or Registered Office
Name of Grantor	and Organizational ID (if applicable)
INTERNATIONAL LEASE	10250 Constellation Blvd.
FINANCE CORPORATION	Suite 3400
	Los Angeles, CA 90067
	Facsimile: (310) 788-1990
	Telephone: (310) 788-1999
	Organizational ID: C1666861
TOP AIRCRAFT, INC.	10250 Constellation Blvd.
	Suite 3400
	Los Angeles, CA 90067
	Facsimile: (310) 788-1990
	Telephone: (310) 788-1999
	Organizational ID: C3229725
SHREWSBURY AIRCRAFT LEASING LIMITED	30 North Wall Quay
	Dublin 1
	Ireland
	Facsimile: +353 1 672 0270
	Telephone: +353 1 802 8901
	Company Registration Number: 475896
STATES AIRCRAFT, INC.	10250 Constellation Blvd.
	Suite 3400
	Los Angeles, CA 90067
	Facsimile: (310) 788-1990
	Telephone: (310) 788-1999
	Organizational ID: C3229724
ILFC IRELAND LIMITED	30 North Wall Quay
	Dublin 1
	Ireland
	Facsimile: +353 1 672 0270
	Telephone: +353 1 802 8901
	Company Registration Number: 209316
ILFC FRANCE SARL	52 rue de la Victoire
	Paris
	France 75009
	Facsimile: +33-1-450 363 77
	Telephone: +33-1-450 360 36
ILFC LABUAN LTD.	Unit 3(I)
	Main Office Tower

	Chief Executive Office, Chief Place of
	Business or Registered Office
Name of Grantor	and Organizational ID (if applicable)
	Financial Park Labuan
	Jalan Merdeka
	87000 Labuan
	F.T. Labuan
	Malaysia
	Facsimile: +60 87 427 409
	Telephone: +60 87 427 408
ILFC (BERMUDA) III, LTD.	The Chartis Building
	29 Richmond Road
	Pembroke HM 08
	Bermuda
	Attention: Secretary of the Company
	Facsimile: +1 441 295-6983
	Telephone: +1 441 295-2121
	Organizational ID: 17575
ILFC ARUBA A.V.V.	Belgiëstraat 36
	Oranjestad
	Aruba
	Facsimile: +297 5836546
	Telephone: +297 5838166
	Organizational ID: 28854
ILFC CAYMAN LIMITED	Walker House
	87 Mary Street
	George Town
	Grand Cayman KYI-9002
	Cayman Islands
	Facsimile: +1 345 949-7886
	Telephone: +1 345 949-0100
	Organizational ID: 195200

Schedule D

[attached]

SCHEDULE 3.15
CREDIT AGREEMENT

BORROWER PARTY INFORMATION

				Employer or
				Taxpayer
Name of Borrower		Jurisdiction of		Identification
Party	Chief Executive Office	Incorporation	Entity Type	Number
INTERNATIONAL LEASE	10250 Constellation	California	Corporation	22-3059110
FINANCE CORPORATION	Blvd.,
	Suite 3400
	Los Angeles, CA 90067
TOP AIRCRAFT, INC.	10250 Constellation	California	Corporation	27-1091097
	Blvd., Suite 3400
	Los Angeles, CA 90067
STATES AIRCRAFT,	10250 Constellation	California	Corporation	27-1091053
INC.	Blvd., Suite 3400
	Los Angeles, CA 90067
SHREWSBURY AIRCRAFT	30 North Wall Quay	Ireland	Private Limited	98-0636930
LEASING LIMITED	Dublin 1		Liability Company
	Ireland
ILFC IRELAND LIMITED	30 North Wall Quay	Ireland	Private Limited	98-0415543
	Dublin 1		Liability Company
	Ireland
ILFC FRANCE S.A.R.L.	52 rue de la Victoire	France	Société Anonyme à	N/A
	Paris		Responsabilité
	France 75009		limitée
ILFC LABUAN LTD.	Unit 3(l)	Malaysia	Private Limited	N/A
	Main Office Tower		Liability
	Financial Park Labuan		Company
	Jalan Merdeka
	87000 Labuan
	F.T. Labuan
	Malaysia
ILFC (BERMUDA) III,	The Chartis Building	Bermuda	Private Limited	N/A
LTD.	29 Richmond Road		Company
	Pembroke HM 08
	Bermuda
ILFC ARUBA A.V.V.	Belgiëstraat 36	Aruba	Aruba	98-0377785
	Oranjestad		Exempt Corporation
	Aruba

				Employer or
				Taxpayer
Name of Borrower		Jurisdiction of		Identification
Party	Chief Executive Office	Incorporation	Entity Type	Number
ILFC CAYMAN LIMITED	Walker House	Cayman Islands	Limited Company	98-0551256
	87 Mary Street
	George Town
	Grand Cayman KYI-9002
	Cayman Islands

Schedule E

[attached]

SCHEDULE 3.19(c)
CREDIT AGREEMENT

SUPPLEMENTAL POOL AIRCRAFT

SECTION A: SUPPLEMENTAL CAPE TOWN POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and							Country of
#	MSN		Model	Model	Engine MSN 1		Engine MSN 2		Engine MSN 3	Engine MSN 4	Registration
1		30037	Boeing B737-700	CFM56-7B24		890719		890720			India
2		30727	Boeing B737-700	CFM56-7B22		888675		888679			India
3		30033	Boeing B737-800	CFM56-7B27/B1		888587		888741			Indonesia
4		30643	Boeing B737-800	CFM56-7B27/B1		888844		888902			Indonesia
5		2797	Airbus A319-100	IAE V2524-A5		V12298		V12299			Indonesia
6		2784	Airbus A319-100	IAE V2524-A5		V12296		V12297			Indonesia
7		35286	Boeing B737-800	CFM56-7B26/3		897742		896834			Kenya
8		30649	Boeing B737-700	CFM56-7B24		888772		888779			Oman
9		30652	Boeing B737-800	CFM56-7B26		889705		889706			Oman
10		30721	Boeing B737-800	CFM56-7B26/3		894612		894618			Oman
11		35272	Boeing B737-800	CFM56-7B26/3		896356		896357			Oman
12		35284	Boeing B737-800	CFM56-7B26/3		896787		896789			Oman
13		35287	Boeing B737-800	CFM56-7B26/3		896978		896979			Oman
14		1866	Airbus A319-100	CFM56-5B6/P		575504		575505			United States
15		1872	Airbus A319-100	CFM56-5B6/P		575508		575509			United States
16		1882	Airbus A319-100	CFM56-5B6/P		575516		575517			United States
17		1925	Airbus A319-100	CFM56-5B6/P		575544		575545			United States
18		2198	Airbus A319-100	CFM56-5B5/P		575780		575783			United States
19		2209	Airbus A319-100	CFM56-5B5/P		575776		575795			United States
20		2236	Airbus A319-100	CFM56-5B5/P		575824		575830			United States
21		1223	Airbus A319-100	IAE V2524-A5		V10719		V10773			United States
22		1281	Airbus A319-100	IAE V2524-A5		V10778		V10779			United States
23		1463	Airbus A319-100	IAE V2524-A5		V10933		V10936			United States
24		1156	Airbus A320-200	IAE V2527-A5		V10655		V10658			United States
25		1398	Airbus A320-200	IAE V2527-A5		V10885		V10894			United States
26		1452	Airbus A320-200	IAE V2527-A5		V10943		V10946			United States
27		1110	Airbus A320-200	IAE V2527-A5		V10620		V10621			United States
28		28262	Boeing B737-700	CFM56-7B22		890962		890967			United States
29		29363	Boeing B737-700	CFM56-7B22		890649		891646			United States
30		33786	Boeing B737-700	CFM56-7B22		890620		891616			United States
31		33787	Boeing B737-700	CFM56-7B22		890658		891654			United States
32		33791	Boeing B737-700	CFM56-7B22		890954		891938			United States
33		33792	Boeing B737-700	CFM56-7B22		890976		890977			United States
34		30662	Boeing B737-700	CFM56-7B24		890573		890577			United States
35		30663	Boeing B737-700	CFM56-7B24		890584		890585			United States
36		30677	Boeing B737-700	CFM56-7B22		890868		890869			United States

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and							Country of
#	MSN		Model	Model	Engine MSN 1		Engine MSN 2		Engine MSN 3	Engine MSN 4	Registration
37		30039	Boeing B737-800	CFM56-7B26		877654		889548			United States
38		30675	Boeing B737-800	CFM56-7B26		888459		888586			United States
39		30032	Boeing B737-800	CFM56-7B27		889643		889654			United States
40		30689	Boeing B737-800	CFM56-7B27		889493		889494			United States
41		30332	Boeing B737-800	CFM56-7B27		888214		889252			United States
42		28237	Boeing B737-800	CFM56-7B26		888197		888201			United States
43		28689	Boeing B777-200ER	GE90-94B		900359		900360			United States
44		28692	Boeing B777-200ER	GE90-94B		900353		900354			United States
45		28678	Boeing B777-200ER	GE90-90B		900323		900324			United States
46		28679	Boeing B777-200ER	GE90-90B		900329		900330			United States
47		462	Airbus A330-200	Rolls Royce TRENT 772B-60		41224		41225			United Arab Emirates
48		29395	Boeing B777-300	Rolls Royce TRENT 892-17		51285		51287			United Arab Emirates
49		28687	Boeing B777-300	Rolls Royce TRENT 892-17		51416		51417			United Arab Emirates
50		29396	Boeing B777-300	Rolls Royce TRENT 892-17		51378		51379			United Arab Emirates
51		32697	Boeing B777-300	Rolls Royce TRENT 892-17		51371		51372			United Arab Emirates
52		32699	Boeing B777-300	Rolls Royce TRENT 892-17		51397		51398			United Arab Emirates

SECTION B: SUPPLEMENTAL GENEVA POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and							Country of
#	MSN		Model	Model	Engine MSN 1		Engine MSN 2		Engine MSN 3	Engine MSN 4	Registration
53		1884	Airbus A319-100	CFM56-5B6/P		575514		575515			Bahrain
54		1901	Airbus A319-100	CFM56-5B6/P		575532		575533			Bahrain
55		529	Airbus A330-200	Rolls Royce TRENT 772B-60		41255		41258			Bahrain
56		2213	Airbus A319-100	CFM56-5B7/P		575799		575801			France
57		2228	Airbus A319-100	CFM56-5B7/P		575815		575816			France
58		2279	Airbus A319-100	CFM56-5B7/P		575885		575888			France
59		3065	Airbus A319-100	CFM56-5B7/P		697182		697183			France
60		1924	Airbus A320-200	CFM56-5B4/P		575534		575535			France
61		1949	Airbus A320-200	CFM56-5B4/P		575554		575555			France
62		2705	Airbus A320-200	CFM56-5B4/P		577504		577505			France
63		2721	Airbus A320-200	CFM56-5B4/P		577526		577530			France
64		3051	Airbus A321-200	CFM56-5B3/P		697174		697175			France
65		3098	Airbus A321-200	CFM56-5B3/P		697241		697249			France
66		3441	Airbus A321-200	CFM56-5B3/3		697456		697685			France
67		3401	Airbus A321-200	CFM56-5B3/3		697629		697672			France
68		3419	Airbus A321-200	CFM56-5B3/3		697663		697669			France
69		3372	Airbus A321-200	CFM56-5B3/3		697515		697607			France
70		3399	Airbus A321-200	CFM56-5B3/3		697634		697635			France
71		503	Airbus A330-200	CF6-80E1-A3		811201		811202			France
72		519	Airbus A330-200	CF6-80E1-A3		811218		811219			France

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and									Country of
#	MSN		Model	Model	Engine MSN 1		Engine MSN 2		Engine MSN 3		Engine MSN 4		Registration
73		584	Airbus A330-200	CF6-80E1-A3		811248		811249					France
74		635	Airbus A330-200	Rolls Royce TRENT 772B-60		41308		41309					France
75		32868	Boeing B747-400	CF6-80C2-B1F		706539		706540		706541		706542	France
76		35279	Boeing B737-800	CFM56-7B26/3		896551		896552					France
77		32869	Boeing B747-400	CF6-80C2-B1F		706551		706552		706553		706554	France
78		32871	Boeing B747-400	CF6-80C2-B1F		706623		706624		706625		706626	France
79		32870	Boeing B747-400ERF	CF6-80C2-B5F		706627		706628		706629		706630	France
80		32867	Boeing B747-400ERF	CF6-80C2-B5F		706514		706515		706516		706517	France
81		29402	Boeing B777-200ER	Pratt & Whitney PW4090		P222225		P222226					France
82		35782	Boeing B777-300ER	GE90-115BG02		906603		906607					France
83		35783	Boeing B777-300ER	GE90-115BG02		906621		906622					France
84		32723	Boeing B777-300ER	GE90-115BG01		906108		906109					France
85		32724	Boeing B777-300ER	GE90-115BG01		906112		906113					France
86		32850	Boeing B777-300ER	GE90-115BG01		906129		906130					France
87		32852	Boeing B777-300ER	GE90-115BG01		906143		906144					France
88		32725	Boeing B777-300ER	GE90-115BG01		906134		906137					France
89		32711	Boeing B777-300ER	GE90-115BG01		906131		906132					France
90		35297	Boeing B777-300ER	GE90-115BG02		906377		906378					France
91		739	Airbus A330-200	Pratt & Whitney PW4168A		P733595		P733596					Germany
92		911	Airbus A330-200	Pratt & Whitney PW4168A		P733657		P733658					Germany
93		30724	Boeing B737-800	CFM56-7B26/3		894672		894680					Germany
94		30717	Boeing B737-700	CFM56-7B20		894604		894555					Germany
95		3033	Airbus A320-200	IAE V2527-A5		V12523		V12525					Greece
96		3066	Airbus A320-200	IAE V2527-A5		V12538		V12553					Greece
97		3074	Airbus A320-200	IAE V2527-A5		V12546		V12555					Greece
98		3462	Airbus A321-200	IAE V2533-A5		V12902		V12904					Greece
99		3527	Airbus A321-200	IAE V2533-A5		V12923		V12946					Greece
100		822	Airbus A330-200	Pratt & Whitney PW4168A		P733621		P733622					Italy
101		811	Airbus A330-200	CF6-80E1-A3		811404		811406					The Netherlands
102		29399	Boeing B777-200ER	GE90-94B		900459		900461					The Netherlands
103		32705	Boeing B777-200ER	GE90-94B		900456		900457					The Netherlands
104		32720	Boeing B777-200ER	GE90-94B		900478		900480					The Netherlands
105		32721	Boeing B777-200ER	GE90-94B		900499		900500					The Netherlands
106		35295	Boeing B777-200ER	GE90-94B		900491		900492					The Netherlands
107		3614	Airbus A319-100	IAE V2524-A5		V13014		V13016					Aruba
108		3484	Airbus A320-200	IAE V2527-A5		V12913		V12918					Aruba
109		3519	Airbus A320-200	IAE V2527-A5		V12949		V12953					Aruba

SECTION C: SUPPLEMENTAL NON-TREATY POOL AIRCRAFT

		Airframe
	Airframe	Manufacturer and	Engine Manufacturer and					Country of
#	MSN	Model	Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4	Registration
110	30658	Boeing B737-800	CFM56-7B26	890450	890451			Australia
111	30665	Boeing B737-800	CFM56-7B26	890690	890691			Australia
112	32798	Boeing B737-800	CFM56-7B26	890765	890766			Australia

		Airframe
	Airframe	Manufacturer and								Country of
#	MSN	Model	Engine Manufacturer andModel	Engine MSN 1		Engine MSN 2		Engine MSN 3	Engine MSN 4	Registration
113	3446	Airbus A320-200	CFM56-5B4/3		697693		697695				Bermuda
114	3473	Airbus A320-200	CFM56-5B4/3		697697		697721				Bermuda
115	3490	Airbus A320-200	CFM56-5B4/3		697750		697751				Bermuda
116	3494	Airbus A320-200	CFM56-5B4/3		697758		697759				Bermuda
117	1874	Airbus A320-200	CFM56-5B4/P		575483		575487				Canada
118	35298	Boeing B777-300ER	GE90-115BG02		906315		906316				Canada
119	35784	Boeing B777-300ER	GE90-115BG02		906641		906642				Canada
120	3361	Airbus A320-200	CFM56-5B4/3		697512		697591				Cayman Islands
121	3396	Airbus A320-200	CFM56-5B4/3		697619		697620				Cayman Islands
122	3425	Airbus A320-200	CFM56-5B4/3		697655		697660				Cayman Islands
123	3475	Airbus A320-200	CFM56-5B4/3		697727		697731				Cayman Islands
124	505	Airbus A330-200	Rolls Royce TRENT 772B-60		41239		41240				Cyprus
125	526	Airbus A330-200	Rolls Royce TRENT 772B-60		41257		41259				Cyprus
126	30654	Boeing B737-800	CFM56-7B27		890387		890388				Cyprus
127	30671	Boeing B737-800	CFM56-7B27		890411		890413				Cyprus
128	32796	Boeing B737-800	CFM56-7B27		890337		890338				Cyprus
129	33699	Boeing B737-800	CFM56-7B27		890398		891414				Cyprus
130	2124	Airbus A319-100	CFM56-5B6/2P		575927		575928				Finland
131	1913	Airbus A320-200	CFM56-5B4/2P		575913		575914				Finland
132	2065	Airbus A320-200	CFM56-5B4/2P		575919		575922				Finland
133	1978	Airbus A321-200	CFM56-5B3/2P		575920		575921				Finland
134	2208	Airbus A321-200	CFM56-5B3/2P		575929		575930				Finland
135	679	Airbus A330-300	Rolls Royce TRENT 772-60		41340		41341				Hong Kong
136	581	Airbus A330-300	Rolls Royce TRENT 772B-60		41188		41288				Hong Kong
137	692	Airbus A330-300	Rolls Royce TRENT 772B-60		41348		41349				Hong Kong
138	716	Airbus A330-300	Rolls Royce TRENT 772B-60		41357		41358				Hong Kong
139	741	Airbus A330-300	Rolls Royce TRENT 772B-60		41380		41381				Hong Kong
140	786	Airbus A330-300	Rolls Royce TRENT 772B-60		41417		41418				Hong Kong
141	35274	Boeing B737-800	CFM56-7B24/3		896420		897396				Hong Kong
142	35276	Boeing B737-800	CFM56-7B24/3		896513		896514				Hong Kong
143	35285	Boeing B737-800	CFM56-7B24/3		896958		896961				Hong Kong
144	34432	Boeing B777-300ER	GE90-115BG04		906373		906382				Hong Kong
145	35299	Boeing B777-300ER	GE90-115BG04		906354		906381				Hong Kong
146	35300	Boeing B777-300ER	GE90-115BG02		906432		906433				Hong Kong
147	35301	Boeing B777-300ER	GE90-115BG04		906474		906475				Hong Kong
148	3428	Airbus A319-100	IAE V2524-A5		V12867		V12871				Jordan
149	3685	Airbus A319-100	IAE V2524-A5		V13066		V13068				Jordan
150	2793	Airbus A321-200	IAE V2533-A5		V12305		V12307				Jordan
151	3458	Airbus A321-200	IAE V2533-A5		V12892		V12894				Jordan
152	3522	Airbus A321-200	IAE V2533-A5		V12931		V12933				Jordan
153	2113	Airbus A319-100	CFM56-5B5/P		575724		575725				Malta
154	2122	Airbus A319-100	CFM56-5B5/P		575732		575740				Malta
155	2186	Airbus A319-100	CFM56-5B5/P		575765		575769				Malta
156	2332	Airbus A319-100	CFM56-5B5/P		577137		577138				Malta
157	2382	Airbus A319-100	CFM56-5B5/P		577172		577184				Malta
158	2142	Airbus A320-200	CFM56-5B4/P		575701		575703				Malta
159	2189	Airbus A320-200	CFM56-5B4/P		575790		575792				Malta
160	2291	Airbus A320-200	CFM56-5B4/P		577104		577114				Malta

		Airframe
	Airframe	Manufacturer and						Country of
#	MSN	Model	Engine Manufacturer and Model	Engine MSN 1	Engine MSN 2	Engine MSN 3	Engine MSN 4	Registration
161	2665	Airbus A320-200	CFM56-5B4/P	577469	577470			Malta
162	3056	Airbus A320-200	CFM56-5B4/P	697159	697160			Malta
163	2768	Airbus A320-200	CFM56-5B4/P	577580	577581			Malta
164	3068	Airbus A320-200	CFM56-5B4/P	697157	697158			Malta
165	2085	Airbus A320-200	IAE V2527-A5	V11524	V11531			New Zealand
166	2173	Airbus A320-200	IAE V2527-A5	V11634	V11636			New Zealand
167	2594	Airbus A320-200	IAE V2527-A5	V12087	V12089			New Zealand
168	29401	Boeing B777-200ER	Rolls Royce TRENT 895-17	51485	51486			New Zealand
169	29403	Boeing B777-200ER	Rolls Royce TRENT 895-17	51504	51508			New Zealand
170	29404	Boeing B777-200ER	Rolls Royce TRENT 895-17	51477	51478			New Zealand
171	32712	Boeing B777-200ER	Rolls Royce TRENT 895-17	51489	51490			New Zealand
172	2761	Airbus A320-200	CFM56-5B4/P	577572	577573			Spain
173	2785	Airbus A320-200	CFM56-5B4/P	577594	577596			Spain
174	2794	Airbus A320-200	CFM56-5B4/P	577621	577625			Spain
175	2798	Airbus A320-200	CFM56-5B4/P	577623	577626			Spain
176	2962	Airbus A320-200	CFM56-5B4/P	577815	577818			Spain
177	2988	Airbus A320-200	CFM56-5B4/P	577851	577852			Spain
178	3083	Airbus A320-200	CFM56-5B4/P	697193	697198			Spain
179	3321	Airbus A320-200	CFM56-5B4/3	697532	697537			Spain
180	3529	Airbus A320-200	CFM56-5B4/3	697781	697782			Spain
181	814	Airbus A330-200	CF6-80E1-A4B	811407	811408			Spain
182	725	Airbus A330-300	CF6-80E1-A4	811349	811350			Taiwan
183	2389	Airbus A319-100	IAE V2522-A5	V11855	V11856			United Kingdom
184	2429	Airbus A319-100	IAE V2522-A5	V11877	V11887			United Kingdom
185	2694	Airbus A319-100	IAE V2522-A5	V12188	V12198			United Kingdom
186	2697	Airbus A319-100	IAE V2522-A5	V12206	V12208			United Kingdom
187	2720	Airbus A319-100	IAE V2522-A5	V12236	V12238			United Kingdom
188	706	Airbus A340-600	Rolls Royce TRENT 556-61	71342	71343	71344	71363	United Kingdom
189	723	Airbus A340-600	Rolls Royce TRENT 556-61	71362	71364	71365	71369	United Kingdom
190	30687	Boeing B737-700	CFM56-7B24	894609	894610			United Kingdom
191	30710	Boeing B737-700	CFM56-7B24	894464	894467			United Kingdom
192	30040	Boeing B737-800	CFM56-7B27	892344	892346			United Kingdom
193	32841	Boeing B737-800	CFM56-7B27	893370	893371			United Kingdom
194	625	Airbus A330-200	Rolls Royce TRENT 772B-60	41296	41297			Yemen
195	632	Airbus A330-200	Rolls Royce TRENT 772B-60	41303	41304			Yemen
196	30730	Boeing B737-800	CFM56-7B27/3	894901	895884			Yemen

Schedule F

[attached]

SCHEDULE 3.19(d)
CREDIT AGREEMENT

LEASES

*

A320-200 aircraft bearing serial number 3066

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3074

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3462

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

A321-200 aircraft bearing serial number 3527

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

A320-200 aircraft bearing serial number 3033

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28689

Aircraft Lease Agreement, dated as of August 18, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 28692

Aircraft Lease Agreement, dated as of July 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33792

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33791

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33786

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 28262

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 29363

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33787

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 3484

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

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

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

A320-200 aircraft bearing serial number 3519

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

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

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

A319-100 aircraft bearing serial number 3614

Aircraft Lease Agreement, dated as of July 25, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

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

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

*

B777-200ER aircraft bearing serial number 29402

Aircraft Lease Agreement, dated as of May 07, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35782

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 35783

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1874

Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35298

Aircraft Lease Agreement, dated as of March 31, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35784

Aircraft Lease Agreement, dated as of November 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 814

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2768

Aircraft Lease Agreement, dated as of August 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 3068

Aircraft Lease Agreement, dated as of September 19, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3056

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2665

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2291

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2189

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2382

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2332

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2186

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2122

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2113

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2142

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2594

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32712

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29404

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 2085

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29401

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2173

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29403

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30662

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30663

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A321-200 aircraft bearing serial number 2793

Aircraft Lease Agreement, dated as of March 29, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3522

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3685

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3428

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3458

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2389

Aircraft Lease Agreement, dated as of October 17, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2429

Aircraft Lease Agreement, dated as of December 12, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2694

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

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2697

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

A319-100 aircraft bearing serial number 2720

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

*

A330-300 aircraft bearing serial number 679

Aircraft Lease Agreement, dated as of March 15, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35301

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35300

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 34432

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35299

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-300 aircraft bearing serial number 725

Aircraft Lease Agreement, dated as of December 16, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1866

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1872

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1882

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1925

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28678

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 28679

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-200 aircraft bearing serial number 505

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 526

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-300 aircraft bearing serial number 28687

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

B777-300 aircraft bearing serial number 29396

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32697

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32699

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 462

Aircraft Lease Agreement, dated as of April 21, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300 aircraft bearing serial number 29395

Aircraft Lease Agreement, dated as of September 18, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30654

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30671

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32796

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 33699

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 822

Aircraft Lease Agreement, dated as of November 02, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of November 02, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A319-100 aircraft bearing serial number 2124

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 2208

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2065

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 1978

Aircraft Lease Agreement, dated as of September 28, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1913

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2198

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2209

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2236

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30687

Aircraft Lease Agreement, dated as of October 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30040

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32841

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30710

Aircraft Lease Agreement, dated as of January 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1901

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 529

Aircraft Lease Agreement, dated as of July 30, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 1884

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 35274

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35276

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35285

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 716

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 741

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 692

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A330-300 aircraft bearing serial number 581

Aircraft Lease Agreement, dated as of March 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 786

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30037

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

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

B737-700 aircraft bearing serial number 30727

Aircraft Lease Agreement, dated as of April 08, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1452

Aircraft Lease Agreement, dated as of May 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1156

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 1398

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 35286

Aircraft Lease Agreement, dated as of July 19, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 811

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 35295

Aircraft Lease Agreement, dated as of December 20, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32721

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29399

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32720

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 32705

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 739

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and LTU *, as Lessee.

Aircraft Headlease Agreement, dated as of May 04, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

A330-200 aircraft bearing serial number 911

Aircraft Lease Agreement, dated as of September 28, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 28, 2006 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-800 aircraft bearing serial number 30039

Aircraft Lease Agreement, dated as of April 28, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30675

Aircraft Lease Agreement, dated as of June 20, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30032

Aircraft Lease Agreement, dated as of August 02, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30689

Aircraft Lease Agreement, dated as of September 15, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30332

Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 28237

Aircraft Lease Agreement, dated as of February 05, 2009 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 3425

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3475

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 3361

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3396

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

*

B737-700 aircraft bearing serial number 30649

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30652

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30721

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

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 35272

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

B737-800 aircraft bearing serial number 35284

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35287

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30033

Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30643

Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2784

Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.

Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2797

Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.

Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

*

A320-200 aircraft bearing serial number 3446

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3494

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3473

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3490

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

*

A330-200 aircraft bearing serial number 503

Aircraft Lease Agreement, dated as of August 8, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

B747-400 aircraft bearing serial number 32867

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

A320-200 aircraft bearing serial number 1924

Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1949

Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32868

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A330-200 aircraft bearing serial number 519

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3399

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3372

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2279

Aircraft Lease Agreement, dated as of October 07, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3419

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3401

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35297

Aircraft Lease Agreement, dated as of September 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3441

Aircraft Lease Agreement, dated as of June 01, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3098

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3065

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3051

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2721

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2705

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32869

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 32724

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32711

Aircraft Lease Agreement, dated as of September 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400ERF aircraft bearing serial number 32870

Aircraft Lease Agreement, dated as of September 17, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32850

Aircraft Lease Agreement, dated as of March 07, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32852

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32871

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 584

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 32725

Aircraft Lease Agreement, dated as of July 01, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2213

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2228

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32723

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30677

Aircraft Lease Agreement, dated as of October 21, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30717

Aircraft Lease Agreement, dated as of July 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 1110

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1223

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1281

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1463

Aircraft Lease Agreement, dated as of February 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A340-600 aircraft bearing serial number 706

Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A340-600 aircraft bearing serial number 723

Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30658

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30665

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32798

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2798

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3529

Aircraft Lease Agreement, dated as of March 30, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3321

Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3083

Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2962

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 2794

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2785

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2761

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2988

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 635

Aircraft Lease Agreement, dated as of December 16, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35279

Aircraft Lease Agreement, dated as of May 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30724

Aircraft Lease Agreement, dated as of January 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

B737-800 aircraft bearing serial number 30730

Aircraft Lease Agreement, dated as of December 11, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 625

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 632

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule G

[attached]

SCHEDULE 3.15
AMENDED AND RESTATED CREDIT AGREEMENT

BORROWER PARTY INFORMATION

				Employer or
		Jurisdiction		Taxpayer
Name of Borrower		of		Identification
Party	Chief Executive Office	Incorporation	Entity Type	Number
INTERNATIONAL LEASE FINANCE CORPORATION	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	22-3059110
TOP AIRCRAFT, INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	27-1091097
STATES AIRCRAFT, INC.	10250 Constellation Blvd., Suite 3400 Los Angeles, CA 90067	California	Corporation	27-1091053
SHREWSBURY AIRCRAFT LEASING LIMITED	30 North Wall Quay Dublin 1 Ireland	Ireland	Private Limited Liability Company	98-0636930
ILFC IRELAND LIMITED	30 North Wall Quay Dublin 1 Ireland	Ireland	Private Limited Liability Company	98-0415543
ILFC FRANCE S.A.R.L.	52 rue de la Victoire Paris France 75009	France	Société Anonyme à Responsabilité limitée	N/A
ILFC LABUAN LTD.	Unit 3(l) Main Office Tower Financial Park Labuan Jalan Merdeka 87000 Labuan F.T. Labuan Malaysia	Malaysia	Private Limited Liability Company	N/A
ILFC (BERMUDA) III, LTD.	The Chartis Building 29 Richmond Road Pembroke HM 08 Bermuda	Bermuda	Private Limited Company	N/A
ILFC ARUBA A.V.V.	Belgiëstraat 36 Oranjestad Aruba	Aruba	Aruba Exempt Corporation	98-0377785

				Employer or
		Jurisdiction		Taxpayer
Name of Borrower		of		Identification
Party	Chief Executive Office	Incorporation	Entity Type	Number
ILFC CAYMAN LIMITED	Walker House 87 Mary Street George Town Grand Cayman KYI-9002 Cayman Islands	Cayman Islands	Limited Company	98-0551256

Schedule H

[attached]

SCHEDULE 3.19(c)
AMENDED AND RESTATED CREDIT AGREEMENT

SUPPLEMENTAL POOL AIRCRAFT

SECTION A: SUPPLEMENTAL CAPE TOWN POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
1		30037	Boeing B737-700	CFM56-7B24		890719		890720			India
2		30727	Boeing B737-700	CFM56-7B22		888675		888679			India
3		30033	Boeing B737-800	CFM56-7B27/B1		888587		888741			Indonesia
4		30643	Boeing B737-800	CFM56-7B27/B1		888844		888902			Indonesia
5		2797	Airbus A319-100	IAE V2524-A5		V12298		V12299			Indonesia
6		2784	Airbus A319-100	IAE V2524-A5		V12296		V12297			Indonesia
7		35286	Boeing B737-800	CFM56-7B26/3		897742		896834			Kenya
8		30649	Boeing B737-700	CFM56-7B24		888772		888779			Oman
9		30652	Boeing B737-800	CFM56-7B26		889705		889706			Oman
10		30721	Boeing B737-800	CFM56-7B26/3		894612		894618			Oman
11		35272	Boeing B737-800	CFM56-7B26/3		896356		896357			Oman
12		35284	Boeing B737-800	CFM56-7B26/3		896787		896789			Oman
13		35287	Boeing B737-800	CFM56-7B26/3		896978		896979			Oman
14		1866	Airbus A319-100	CFM56-5B6/P		575504		575505			United States
15		1872	Airbus A319-100	CFM56-5B6/P		575508		575509			United States
16		1882	Airbus A319-100	CFM56-5B6/P		575516		575517			United States
17		1925	Airbus A319-100	CFM56-5B6/P		575544		575545			United States
18		2198	Airbus A319-100	CFM56-5B5/P		575780		575783			United States
19		2209	Airbus A319-100	CFM56-5B5/P		575776		575795			United States
20		2236	Airbus A319-100	CFM56-5B5/P		575824		575830			United States
21		1223	Airbus A319-100	IAE V2524-A5		V10719		V10773			United States
22		1281	Airbus A319-100	IAE V2524-A5		V10778		V10779			United States
23		1463	Airbus A319-100	IAE V2524-A5		V10933		V10936			United States
24		1156	Airbus A320-200	IAE V2527-A5		V10655		V10658			United States
25		1398	Airbus A320-200	IAE V2527-A5		V10885		V10894			United States
26		1452	Airbus A320-200	IAE V2527-A5		V10943		V10946			United States
27		1110	Airbus A320-200	IAE V2527-A5		V10620		V10621			United States
28		28262	Boeing B737-700	CFM56-7B22		890962		890967			United States
29		29363	Boeing B737-700	CFM56-7B22		890649		891646			United States
30		33786	Boeing B737-700	CFM56-7B22		890620		891616			United States
31		33787	Boeing B737-700	CFM56-7B22		890658		891654			United States
32		33791	Boeing B737-700	CFM56-7B22		890954		891938			United States
33		33792	Boeing B737-700	CFM56-7B22		890976		890977			United States
34		30662	Boeing B737-700	CFM56-7B24		890573		890577			United States
35		30663	Boeing B737-700	CFM56-7B24		890584		890585			United States
36		30677	Boeing B737-700	CFM56-7B22		890868		890869			United States

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
37		30039	Boeing B737-800	CFM56-7B26		877654		889548			United States
38		30675	Boeing B737-800	CFM56-7B26		888459		888586			United States
39		30032	Boeing B737-800	CFM56-7B27		889643		889654			United States
40		30689	Boeing B737-800	CFM56-7B27		889493		889494			United States
41		30332	Boeing B737-800	CFM56-7B27		888214		889252			United States
42		28237	Boeing B737-800	CFM56-7B26		888197		888201			United States
43		28689	Boeing B777-200ER	GE90-94B		900359		900360			United States
44		28692	Boeing B777-200ER	GE90-94B		900353		900354			United States
45		28678	Boeing B777-200ER	GE90-90B		900323		900324			United States
46		28679	Boeing B777-200ER	GE90-90B		900329		900330			United States
47		462	Airbus A330-200	Rolls Royce TRENT 772B-60		41224		41225			United Arab Emirates
48		29395	Boeing B777-300	Rolls Royce TRENT 892-17		51285		51287			United Arab Emirates
49		28687	Boeing B777-300	Rolls Royce TRENT 892-17		51416		51417			United Arab Emirates
50		29396	Boeing B777-300	Rolls Royce TRENT 892-17		51378		51379			United Arab Emirates
51		32697	Boeing B777-300	Rolls Royce TRENT 892-17		51371		51372			United Arab Emirates
52		32699	Boeing B777-300	Rolls Royce TRENT 892-17		51397		51398			United Arab Emirates

SECTION B: SUPPLEMENTAL GENEVA POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
53		1884	Airbus A319-100	CFM56-5B6/P		575514		575515			Bahrain
54		1901	Airbus A319-100	CFM56-5B6/P		575532		575533			Bahrain
55		529	Airbus A330-200	Rolls Royce TRENT 772B-60		41255		41258			Bahrain
56		2213	Airbus A319-100	CFM56-5B7/P		575799		575801			France
57		2228	Airbus A319-100	CFM56-5B7/P		575815		575816			France
58		2279	Airbus A319-100	CFM56-5B7/P		575885		575888			France
59		3065	Airbus A319-100	CFM56-5B7/P		697182		697183			France
60		1924	Airbus A320-200	CFM56-5B4/P		575534		575535			France
61		1949	Airbus A320-200	CFM56-5B4/P		575554		575555			France
62		2705	Airbus A320-200	CFM56-5B4/P		577504		577505			France
63		2721	Airbus A320-200	CFM56-5B4/P		577526		577530			France
64		3051	Airbus A321-200	CFM56-5B3/P		697174		697175			France
65		3098	Airbus A321-200	CFM56-5B3/P		697241		697249			France
66		3441	Airbus A321-200	CFM56-5B3/3		697456		697685			France
67		3401	Airbus A321-200	CFM56-5B3/3		697629		697672			France
68		3419	Airbus A321-200	CFM56-5B3/3		697663		697669			France
69		3372	Airbus A321-200	CFM56-5B3/3		697515		697607			France
70		3399	Airbus A321-200	CFM56-5B3/3		697634		697635			France
71		503	Airbus A330-200	CF6-80E1-A3		811201		811202			France
72		519	Airbus A330-200	CF6-80E1-A3		811218		811219			France

		Airframe
	Airframe	Manufacturer and	Engine Manufacturer and	Engine	Engine	Engine	Engine	Country of
#	MSN	Model	Model	MSN 1	MSN 2	MSN 3	MSN 4	Registration
73	584	Airbus A330-200	CF6-80E1-A3	811248	811249			France
74	635	Airbus A330-200	Rolls Royce TRENT 772B-60	41308	41309			France
75	32868	Boeing B747-400	CF6-80C2-B1F	706539	706540	706541	706542	France
76	35279	Boeing B737-800	CFM56-7B26/3	896551	896552			France
77	32869	Boeing B747-400	CF6-80C2-B1F	706551	706552	706553	706554	France
78	32871	Boeing B747-400	CF6-80C2-B1F	706623	706624	706625	706626	France
79	32870	Boeing B747-400ERF	CF6-80C2-B5F	706627	706628	706629	706630	France
80	32867	Boeing B747-400ERF	CF6-80C2-B5F	706514	706515	706516	706517	France
81	29402	Boeing B777-200ER	Pratt & Whitney PW4090	P222225	P222226			France
82	35782	Boeing B777-300ER	GE90-115BG02	906603	906607			France
83	35783	Boeing B777-300ER	GE90-115BG02	906621	906622			France
84	32723	Boeing B777-300ER	GE90-115BG01	906108	906109			France
85	32724	Boeing B777-300ER	GE90-115BG01	906112	906113			France
86	32850	Boeing B777-300ER	GE90-115BG01	906129	906130			France
87	32852	Boeing B777-300ER	GE90-115BG01	906143	906144			France
88	32725	Boeing B777-300ER	GE90-115BG01	906134	906137			France
89	32711	Boeing B777-300ER	GE90-115BG01	906131	906132			France
90	35297	Boeing B777-300ER	GE90-115BG02	906377	906378			France
91	739	Airbus A330-200	Pratt & Whitney PW4168A	P733595	P733596			Germany
92	911	Airbus A330-200	Pratt & Whitney PW4168A	P733657	P733658			Germany
93	30724	Boeing B737-800	CFM56-7B26/3	894672	894680			Germany
94	30717	Boeing B737-700	CFM56-7B20	894604	894555			Germany
95	3033	Airbus A320-200	IAE V2527-A5	V12523	V12525			Greece
96	3066	Airbus A320-200	IAE V2527-A5	V12538	V12553			Greece
97	3074	Airbus A320-200	IAE V2527-A5	V12546	V12555			Greece
98	3462	Airbus A321-200	IAE V2533-A5	V12902	V12904			Greece
99	3527	Airbus A321-200	IAE V2533-A5	V12923	V12946			Greece
100	822	Airbus A330-200	Pratt & Whitney PW4168A	P733621	P733622			Italy
101	811	Airbus A330-200	CF6-80E1-A3	811404	811406			The Netherlands
102	29399	Boeing B777-200ER	GE90-94B	900459	900461			The Netherlands
103	32705	Boeing B777-200ER	GE90-94B	900456	900457			The Netherlands
104	32720	Boeing B777-200ER	GE90-94B	900478	900480			The Netherlands
105	32721	Boeing B777-200ER	GE90-94B	900499	900500			The Netherlands
106	35295	Boeing B777-200ER	GE90-94B	900491	900492			The Netherlands
107	3614	Airbus A319-100	IAE V2524-A5	V13014	V13016			Aruba
108	3484	Airbus A320-200	IAE V2527-A5	V12913	V12918			Aruba
109	3519	Airbus A320-200	IAE V2527-A5	V12949	V12953			Aruba

SECTION C: SUPPLEMENTAL NON-TREATY POOL AIRCRAFT

		Airframe
	Airframe	Manufacturer and	Engine Manufacturer and	Engine	Engine	Engine	Engine	Country of
#	MSN	Model	Model	MSN 1	MSN 2	MSN 3	MSN 4	Registration
110	30658	Boeing B737-800	CFM56-7B26	890450	890451			Australia
111	30665	Boeing B737-800	CFM56-7B26	890690	890691			Australia
112	32798	Boeing B737-800	CFM56-7B26	890765	890766			Australia

		Airframe
	Airframe	Manufacturer and	Engine Manufacturer and	Engine	Engine	Engine	Engine	Country of
#	MSN	Model	Model	MSN 1	MSN 2	MSN 3	MSN 4	Registration
113	3446	Airbus A320-200	CFM56-5B4/3	697693	697695			Bermuda
114	3473	Airbus A320-200	CFM56-5B4/3	697697	697721			Bermuda
115	3490	Airbus A320-200	CFM56-5B4/3	697750	697751			Bermuda
116	3494	Airbus A320-200	CFM56-5B4/3	697758	697759			Bermuda
117	1874	Airbus A320-200	CFM56-5B4/P	575483	575487			Canada
118	35298	Boeing B777-300ER	GE90-115BG02	906315	906316			Canada
119	35784	Boeing B777-300ER	GE90-115BG02	906641	906642			Canada
120	3361	Airbus A320-200	CFM56-5B4/3	697512	697591			Cayman Islands
121	3396	Airbus A320-200	CFM56-5B4/3	697619	697620			Cayman Islands
122	3425	Airbus A320-200	CFM56-5B4/3	697655	697660			Cayman Islands
123	3475	Airbus A320-200	CFM56-5B4/3	697727	697731			Cayman Islands
124	505	Airbus A330-200	Rolls Royce TRENT 772B-60	41239	41240			Cyprus
125	526	Airbus A330-200	Rolls Royce TRENT 772B-60	41257	41259			Cyprus
126	30654	Boeing B737-800	CFM56-7B27	890387	890388			Cyprus
127	30671	Boeing B737-800	CFM56-7B27	890411	890413			Cyprus
128	32796	Boeing B737-800	CFM56-7B27	890337	890338			Cyprus
129	33699	Boeing B737-800	CFM56-7B27	890398	891414			Cyprus
130	2124	Airbus A319-100	CFM56-5B6/2P	575927	575928			Finland
131	1913	Airbus A320-200	CFM56-5B4/2P	575913	575914			Finland
132	2065	Airbus A320-200	CFM56-5B4/2P	575919	575922			Finland
133	1978	Airbus A321-200	CFM56-5B3/2P	575920	575921			Finland
134	2208	Airbus A321-200	CFM56-5B3/2P	575929	575930			Finland
135	679	Airbus A330-300	Rolls Royce TRENT 772-60	41340	41341			Hong Kong
136	581	Airbus A330-300	Rolls Royce TRENT 772B-60	41188	41288			Hong Kong
137	692	Airbus A330-300	Rolls Royce TRENT 772B-60	41348	41349			Hong Kong
138	716	Airbus A330-300	Rolls Royce TRENT 772B-60	41357	41358			Hong Kong
139	741	Airbus A330-300	Rolls Royce TRENT 772B-60	41380	41381			Hong Kong
140	786	Airbus A330-300	Rolls Royce TRENT 772B-60	41417	41418			Hong Kong
141	35274	Boeing B737-800	CFM56-7B24/3	896420	897396			Hong Kong
142	35276	Boeing B737-800	CFM56-7B24/3	896513	896514			Hong Kong
143	35285	Boeing B737-800	CFM56-7B24/3	896958	896961			Hong Kong
144	34432	Boeing B777-300ER	GE90-115BG04	906373	906382			Hong Kong
145	35299	Boeing B777-300ER	GE90-115BG04	906354	906381			Hong Kong
146	35300	Boeing B777-300ER	GE90-115BG02	906432	906433			Hong Kong
147	35301	Boeing B777-300ER	GE90-115BG04	906474	906475			Hong Kong
148	3428	Airbus A319-100	IAE V2524-A5	V12867	V12871			Jordan
149	3685	Airbus A319-100	IAE V2524-A5	V13066	V13068			Jordan
150	2793	Airbus A321-200	IAE V2533-A5	V12305	V12307			Jordan
151	3458	Airbus A321-200	IAE V2533-A5	V12892	V12894			Jordan
152	3522	Airbus A321-200	IAE V2533-A5	V12931	V12933			Jordan
153	2113	Airbus A319-100	CFM56-5B5/P	575724	575725			Malta
154	2122	Airbus A319-100	CFM56-5B5/P	575732	575740			Malta
155	2186	Airbus A319-100	CFM56-5B5/P	575765	575769			Malta
156	2332	Airbus A319-100	CFM56-5B5/P	577137	577138			Malta
157	2382	Airbus A319-100	CFM56-5B5/P	577172	577184			Malta
158	2142	Airbus A320-200	CFM56-5B4/P	575701	575703			Malta
159	2189	Airbus A320-200	CFM56-5B4/P	575790	575792			Malta
160	2291	Airbus A320-200	CFM56-5B4/P	577104	577114			Malta

		Airframe
	Airframe	Manufacturer and	Engine Manufacturer and	Engine	Engine	Engine	Engine	Country of
#	MSN	Model	Model	MSN 1	MSN 2	MSN 3	MSN 4	Registration
161	2665	Airbus A320-200	CFM56-5B4/P	577469	577470			Malta
162	3056	Airbus A320-200	CFM56-5B4/P	697159	697160			Malta
163	2768	Airbus A320-200	CFM56-5B4/P	577580	577581			Malta
164	3068	Airbus A320-200	CFM56-5B4/P	697157	697158			Malta
165	2085	Airbus A320-200	IAE V2527-A5	V11524	V11531			New Zealand
166	2173	Airbus A320-200	IAE V2527-A5	V11634	V11636			New Zealand
167	2594	Airbus A320-200	IAE V2527-A5	V12087	V12089			New Zealand
168	29401	Boeing B777-200ER	Rolls Royce TRENT 895-17	51485	51486			New Zealand
169	29403	Boeing B777-200ER	Rolls Royce TRENT 895-17	51504	51508			New Zealand
170	29404	Boeing B777-200ER	Rolls Royce TRENT 895-17	51477	51478			New Zealand
171	32712	Boeing B777-200ER	Rolls Royce TRENT 895-17	51489	51490			New Zealand
172	2761	Airbus A320-200	CFM56-5B4/P	577572	577573			Spain
173	2785	Airbus A320-200	CFM56-5B4/P	577594	577596			Spain
174	2794	Airbus A320-200	CFM56-5B4/P	577621	577625			Spain
175	2798	Airbus A320-200	CFM56-5B4/P	577623	577626			Spain
176	2962	Airbus A320-200	CFM56-5B4/P	577815	577818			Spain
177	2988	Airbus A320-200	CFM56-5B4/P	577851	577852			Spain
178	3083	Airbus A320-200	CFM56-5B4/P	697193	697198			Spain
179	3321	Airbus A320-200	CFM56-5B4/3	697532	697537			Spain
180	3529	Airbus A320-200	CFM56-5B4/3	697781	697782			Spain
181	814	Airbus A330-200	CF6-80E1-A4B	811407	811408			Spain
182	725	Airbus A330-300	CF6-80E1-A4	811349	811350			Taiwan
183	2389	Airbus A319-100	IAE V2522-A5	V11855	V11856			United Kingdom
184	2429	Airbus A319-100	IAE V2522-A5	V11877	V11887			United Kingdom
185	2694	Airbus A319-100	IAE V2522-A5	V12188	V12198			United Kingdom
186	2697	Airbus A319-100	IAE V2522-A5	V12206	V12208			United Kingdom
187	2720	Airbus A319-100	IAE V2522-A5	V12236	V12238			United Kingdom
188	706	Airbus A340-600	Rolls Royce TRENT 556-61	71342	71343	71344	71363	United Kingdom
189	723	Airbus A340-600	Rolls Royce TRENT 556-61	71362	71364	71365	71369	United Kingdom
190	30687	Boeing B737-700	CFM56-7B24	894609	894610			United Kingdom
191	30710	Boeing B737-700	CFM56-7B24	894464	894467			United Kingdom
192	30040	Boeing B737-800	CFM56-7B27	892344	892346			United Kingdom
193	32841	Boeing B737-800	CFM56-7B27	893370	893371			United Kingdom
194	625	Airbus A330-200	Rolls Royce TRENT 772B-60	41296	41297			Yemen
195	632	Airbus A330-200	Rolls Royce TRENT 772B-60	41303	41304			Yemen
196	30730	Boeing B737-800	CFM56-7B27/3	894901	895884			Yemen

Schedule I

[attached]

SCHEDULE 3.19(d)
AMENDED AND RESTATED CREDIT AGREEMENT

LEASES

*

A320-200 aircraft bearing serial number 3066

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3074

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3462

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

A321-200 aircraft bearing serial number 3527

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

A320-200 aircraft bearing serial number 3033

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28689

Aircraft Lease Agreement, dated as of August 18, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 28692

Aircraft Lease Agreement, dated as of July 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33792

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33791

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33786

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 28262

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 29363

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33787

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 3484

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

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

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

A320-200 aircraft bearing serial number 3519

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

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

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

A319-100 aircraft bearing serial number 3614

Aircraft Lease Agreement, dated as of July 25, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

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

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

*

B777-200ER aircraft bearing serial number 29402

Aircraft Lease Agreement, dated as of May 07, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35782

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 35783

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1874

Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35298

Aircraft Lease Agreement, dated as of March 31, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35784

Aircraft Lease Agreement, dated as of November 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 814

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2768

Aircraft Lease Agreement, dated as of August 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 3068

Aircraft Lease Agreement, dated as of September 19, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3056

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2665

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2291

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2189

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2382

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2332

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2186

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2122

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2113

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2142

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2594

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32712

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29404

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 2085

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29401

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2173

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29403

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30662

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30663

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A321-200 aircraft bearing serial number 2793

Aircraft Lease Agreement, dated as of March 29, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3522

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3685

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3428

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3458

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2389

Aircraft Lease Agreement, dated as of October 17, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2429

Aircraft Lease Agreement, dated as of December 12, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2694

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

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2697

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

A319-100 aircraft bearing serial number 2720

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

*

A330-300 aircraft bearing serial number 679

Aircraft Lease Agreement, dated as of March 15, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35301

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35300

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 34432

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35299

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-300 aircraft bearing serial number 725

Aircraft Lease Agreement, dated as of December 16, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1866

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1872

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1882

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1925

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28678

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 28679

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-200 aircraft bearing serial number 505

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 526

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-300 aircraft bearing serial number 28687

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

B777-300 aircraft bearing serial number 29396

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32697

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32699

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 462

Aircraft Lease Agreement, dated as of April 21, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300 aircraft bearing serial number 29395

Aircraft Lease Agreement, dated as of September 18, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30654

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30671

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32796

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 33699

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 822

Aircraft Lease Agreement, dated as of November 02, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of November 02, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A319-100 aircraft bearing serial number 2124

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 2208

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2065

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 1978

Aircraft Lease Agreement, dated as of September 28, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1913

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2198

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2209

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2236

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30687

Aircraft Lease Agreement, dated as of October 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30040

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32841

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30710

Aircraft Lease Agreement, dated as of January 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1901

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 529

Aircraft Lease Agreement, dated as of July 30, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 1884

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 35274

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35276

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35285

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 716

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 741

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 692

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A330-300 aircraft bearing serial number 581

Aircraft Lease Agreement, dated as of March 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 786

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30037

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

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

B737-700 aircraft bearing serial number 30727

Aircraft Lease Agreement, dated as of April 08, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1452

Aircraft Lease Agreement, dated as of May 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1156

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 1398

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 35286

Aircraft Lease Agreement, dated as of July 19, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 811

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 35295

Aircraft Lease Agreement, dated as of December 20, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32721

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29399

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32720

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 32705

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 739

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and LTU *, as Lessee.

Aircraft Headlease Agreement, dated as of May 04, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

A330-200 aircraft bearing serial number 911

Aircraft Lease Agreement, dated as of September 28, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 28, 2006 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-800 aircraft bearing serial number 30039

Aircraft Lease Agreement, dated as of April 28, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30675

Aircraft Lease Agreement, dated as of June 20, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30032

Aircraft Lease Agreement, dated as of August 02, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30689

Aircraft Lease Agreement, dated as of September 15, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30332

Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 28237

Aircraft Lease Agreement, dated as of February 05, 2009 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 3425

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3475

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 3361

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3396

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

*

B737-700 aircraft bearing serial number 30649

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30652

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30721

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

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 35272

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

B737-800 aircraft bearing serial number 35284

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35287

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30033

Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30643

Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2784

Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.

Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2797

Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.

Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

*

A320-200 aircraft bearing serial number 3446

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3494

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3473

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3490

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

*

A330-200 aircraft bearing serial number 503

Aircraft Lease Agreement, dated as of August 8, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

B747-400 aircraft bearing serial number 32867

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

A320-200 aircraft bearing serial number 1924

Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1949

Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32868

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A330-200 aircraft bearing serial number 519

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3399

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3372

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2279

Aircraft Lease Agreement, dated as of October 07, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3419

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3401

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35297

Aircraft Lease Agreement, dated as of September 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3441

Aircraft Lease Agreement, dated as of June 01, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3098

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3065

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3051

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2721

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2705

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32869

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 32724

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32711

Aircraft Lease Agreement, dated as of September 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400ERF aircraft bearing serial number 32870

Aircraft Lease Agreement, dated as of September 17, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32850

Aircraft Lease Agreement, dated as of March 07, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32852

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32871

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 584

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 32725

Aircraft Lease Agreement, dated as of July 01, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2213

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2228

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32723

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30677

Aircraft Lease Agreement, dated as of October 21, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30717

Aircraft Lease Agreement, dated as of July 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 1110

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1223

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1281

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1463

Aircraft Lease Agreement, dated as of February 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A340-600 aircraft bearing serial number 706

Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A340-600 aircraft bearing serial number 723

Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30658

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30665

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32798

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2798

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3529

Aircraft Lease Agreement, dated as of March 30, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3321

Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3083

Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2962

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 2794

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2785

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2761

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2988

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 635

Aircraft Lease Agreement, dated as of December 16, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35279

Aircraft Lease Agreement, dated as of May 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30724

Aircraft Lease Agreement, dated as of January 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

B737-800 aircraft bearing serial number 30730

Aircraft Lease Agreement, dated as of December 11, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 625

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 632

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EX-10.14

Exhibit 10.14

January 29, 2010

Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001
Attention:	Steven Manzari, Credit, Investment & Payment Risk
	Telecopy No.: (212) 720-6332
	James R. Hennessey, Legal Department
	Telecopy No.: (212) 720-7797

AIG Funding, Inc., as Lender
72 Wall Street, 10th Floor
New York, NY 10005
Attention:	Neil Friedman
	Telecopy No.: (212) 363-7176

AMENDMENT NO. 2 TO SCHEDULES OF CERTAIN LOAN DOCUMENTS

     Reference is made to that certain (i) Credit Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among International Lease Finance Corporation, a California corporation (the “Parent Borrower”), States Aircraft, Inc., a California corporation (the “U.S. Subsidiary Borrower”), Shrewsbury Aircraft Leasing Limited, a private limited liability company incorporated under the laws of Ireland with registration number 475896 (the “Irish Subsidiary Borrower” and together with the Parent Borrower and the U.S. Subsidiary Borrower, the “Borrowers”), Top Aircraft, Inc., a California corporation (“Holdings”), ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland with registration number 20936 (“ILFC Ireland”), ILFC France S.a.r.l, a société à responsabilité limitée incorporated under the laws of France (“ILFC France”), ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (“ILFC Labuan” and together with ILFC Ireland and ILFC France, the “Initial Intermediate Lessees”), ILFC Cayman Limited, an exempted company incorporated under the laws of the Cayman Islands (“ILFC Cayman”), ILFC ARUBA A.V.V., an exempt corporation incorporated under the laws of Aruba (“ILFC Aruba”), ILFC (BERMUDA) III, LTD., a company incorporated under the laws of Bermuda (“ILFC Bermuda” and together with ILFC Cayman and ILFC Aruba, the “Additional Intermediate Lessees”), AIG Funding, Inc., a Delaware corporation (the “Lender”), and Wells Fargo Bank Northwest, National Association, a national banking association (“Wells Fargo”), as Security Trustee, (ii) Amended and Restated Credit Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified

from time to time, the “Amended and Restated Credit Agreement” and, together with the Credit Agreement, the “Credit Agreements”), among the Borrowers, Holdings, the Initial Intermediate Lessees, the Additional Intermediate Lessees, the Lender, and Wells Fargo, as Security Trustee, and (iii) the Aircraft Mortgage and Security Agreement dated as of October 13, 2009 (as amended, restated or otherwise modified from time to time, the “Security Agreement”), by the Borrowers, Holdings, the Initial Intermediate Lessees, and the Additional Intermediate Lessees in favor of the Security Trustees.

     The parties hereto have agreed that the Parent Borrower may remove a certain Pool Aircraft (the “Removed Aircraft”) from the Designated Pool and provide a Non-Pool Aircraft of reasonably equivalent appraised value and otherwise acceptable to the Required Persons in substitution for the Removed Aircraft (the “Substitution”). The parties hereto agree that the Substitution shall be effective as of the date hereof and that the schedules to the Credit Agreements and the Mortgage shall be amended as follows:

     (a) Schedule I of the Mortgage is hereby replaced in its entirety with Schedule A attached hereto;

     (b) Schedule 3.19(c) of the Credit Agreement is hereby replaced in its entirety with Schedule B attached hereto;

     (c) Schedule 3.19(d) of the Credit Agreement is hereby replaced in its entirety with Schedule C attached hereto;

     (d) Schedule 3.19(c) of the Amended and Restated Credit Agreement is hereby replaced in its entirety with Schedule D attached hereto; and

     (e) Schedule 3.19(d) of the Amended and Restated Credit Agreement is hereby replaced in its entirety with Schedule E attached hereto.

[signature page(s) follow]

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to Schedules of Certain Loan Documents to be duly executed by their respective authorized officers as of the day and year first above written.

INTERNATIONAL LEASE FINANCE CORPORATION
By:	/s/ Pamela S. Hendry
	Name:	Pamela S. Hendry
	Title:	Senior Vice President & Treasurer

STATES AIRCRAFT, INC.
By:	/s/ Pamela S. Hendry
	Name:	Pamela S. Hendry
	Title:	Director

SIGNED SEALED AND DELIVERED by SHREWSBURY AIRCRAFT LEASING LIMITED by its duly appointed attorney in the presence of:		SHREWSBURY AIRCRAFT LEASING LIMITED
		By:	/s/ Niall C. Sommerville
By:	/s/ Maeved Reilly		Name: Niall C. Sommerville
	Name: Maeved Reilly		Title: Director
	Address: 30 North Wall Quay,
	Dublin, 1. Ireland
	Occupation: Administrator

TOP AIRCRAFT, INC.
By:	/s/ Pamela S. Hendry
	Name:	Pamela S. Hendry
	Title:	Director

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

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

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

Schedule A

[attached]

SCHEDULE I
AIRCRAFT MORTGAGE AND SECURITY AGREEMENT

AIRCRAFT OBJECTS

	Airframe
Airframe	Manufacturer and		Engine Manufacturer and
MSN	Model	Engine MSNs	Model
751	Airbus A330-200	41387, 41388	Rolls-Royce TRENT 772B-60
807	Airbus A330-200	41425, 41426	Rolls-Royce TRENT 772B-60
906	Airbus A330-200	41514, 41515	Rolls-Royce TRENT 772B-60
1917	Airbus A320-200	V11389, V11391	IAE V2527-A5
2149	Airbus A320-200	V11601, V11609	IAE V2527-A5
2158	Airbus A320-200	575738, 575739	CFM56-5B4/P
2166	Airbus A320-200	575761, 575762	CFM56-5B4/P
2171	Airbus A320-200	575770, 575771	CFM56-5B4/P
2182	Airbus A320-200	575784, 575785	CFM56-5B4/P
2191	Airbus A320-200	575796, 575797	CFM56-5B4/P
2193	Airbus A320-200	V11658, V11662	IAE V2527-A5
2199	Airbus A320-200	575803, 575804	CFM56-5B4/P
2206	Airbus A320-200	575812, 575813	CFM56-5B4/P
2278	Airbus A320-200	575899, 577106	CFM56-5B4/P
2349	Airbus A320-200	577165, 577166	CFM56-5B4/P
2371	Airbus A319-100	V11835, V11836	IAE V2524-A5
2396	Airbus A319-100	V11860, V11862	IAE V2524-A5
2406	Airbus A319-100	577206, 577210	CFM56-5B5/P
2408	Airbus A319-100	V11865, V11866	IAE V2524-A5
2422	Airbus A320-200	V11903, V11916	IAE V2527-A5
2424	Airbus A319-100	V11886, V11888	IAE V2524-A5
2426	Airbus A319-100	V11890, V11892	IAE V2524-A5
2430	Airbus A320-200	V11919, V11922	IAE V2527-A5
2433	Airbus A319-100	V11893, V11896	IAE V2524-A5

	Airframe
Airframe	Manufacturer and		Engine Manufacturer and
MSN	Model	Engine MSNs	Model
2435	Airbus A319-100	V11895, V11902	IAE V2524-A5
2448	Airbus A319-100	577242, 577248	CFM56-5B5/P
2458	Airbus A319-100	V11927, V11930	IAE V2524-A5
2470	Airbus A319-100	V11942, V11946	IAE V2524-A5
2473	Airbus A319-100	V11950, V11963	IAE V2524-A5
2476	Airbus A321-200	V11929, V11931	IAE V2533-A5
2485	Airbus A319-100	V11952, V11965	IAE V2524-A5
2490	Airbus A319-100	V11960, V11971	IAE V2524-A5
2505	Airbus A319-100	V11989, V11991	IAE V2524-A5
2542	Airbus A320-200	577371, 577372	CFM56-5B4/P
2574	Airbus A319-100	V12063, V12067	IAE V2524-A5
2579	Airbus A319-100	V12054, V12056	IAE V2524-A5
2590	Airbus A321-200	V12070, V12072	IAE V2533-A5
2667	Airbus A319-100	V12161, V12163	IAE V2524-A5
2673	Airbus A319-100	V12204, V12239	IAE V2524-A5
2679	Airbus A319-100	V12199, V12207	IAE V2524-A5
2698	Airbus A319-100	V12196, V12205	IAE V2524-A5
2704	Airbus A319-100	V12230, V12232	IAE V2524-A5
2708	Airbus A320-200	577506, 577507	CFM56-5B4/P
2711	Airbus A319-100	V12218, V12225	IAE V2524-A5
2723	Airbus A319-100	V12244, V12246	IAE V2524-A5
2731	Airbus A320-200	V12223, V12227	IAE V2527-A5
2741	Airbus A321-200	V12273, V12275	IAE V2533-A5
2743	Airbus A320-200	577543, 577544	CFM56-5B4/P
2759	Airbus A321-200	V12291, V12293	IAE V2533-A5
2767	Airbus A321-200	V12302, V12304	IAE V2533-A5
2770	Airbus A320-200	577587, 577590	CFM56-5B4/P
2809	Airbus A321-200	V12323, V12325	IAE V2533-A5
2815	Airbus A319-100	V12310, V12320	IAE V2524-A5
2899	Airbus A320-200	577752, 577753	CFM56-5B4/P

	Airframe
Airframe	Manufacturer and		Engine Manufacturer and
MSN	Model	Engine MSNs	Model
2901	Airbus A319-100	V12403, V12405	IAE V2524-A5
2922	Airbus A320-200	V12408, V12410	IAE V2527-A5
2936	Airbus A321-200	V12418, V12430	IAE V2533-A5
2940	Airbus A319-100	V12444, V12453	IAE V2524-A5
2948	Airbus A319-100	V12450, V12485	IAE V2524-A5
2969	Airbus A319-100	V12452, V12469	IAE V2524-A5
2978	Airbus A319-100	V12474, V12478	IAE V2524-A5
2983	Airbus A319-100	V12482, V12484	IAE V2524-A5
3007	Airbus A319-100	V12458, V12496	IAE V2524-A5
3012	Airbus A320-200	V12480, V12489	IAE V2527-A5
3017	Airbus A319-100	V12506, V12512	IAE V2524-A5
3020	Airbus A319-100	V12527, V12531	IAE V2524-A5
3026	Airbus A319-100	V12518, V12537	IAE V2524-A5
3067	Airbus A321-200	V12542, V12548	IAE V2533-A5
3075	Airbus A321-200	V12558, V12560	IAE V2533-A5
3089	Airbus A320-200	V12567, V12569	IAE V2527-A5
3105	Airbus A320-200	V12573, V12575	IAE V2527-A5
3112	Airbus A321-200	V12593, V12609	IAE V2533-A5
3114	Airbus A319-100	V12588, V12595	IAE V2527M-A5
3116	Airbus A319-100	V12583, V12590	IAE V2527M-A5
3120	Airbus A321-200	V12601, V12603	IAE V2533-A5
3123	Airbus A320-200	697250, 697251	CFM56-5B4/P
3124	Airbus A319-100	V12600, V12630	IAE V2527M-A5
3129	Airbus A320-200	697254, 697256	CFM56-5B4/P
3131	Airbus A320-200	697246, 697265	CFM56-5B4/P
3144	Airbus A319-100	V12626, V12628	IAE V2524-A5
3153	Airbus A320-200	697294, 697296	CFM56-5B4/P
3165	Airbus A319-100	V12607, V12632	IAE V2524-A5
3258	Airbus A319-100	V12709, V12734	IAE V2524-A5
3269	Airbus A319-100	V12717, V12720	IAE V2524-A5

	Airframe
Airframe	Manufacturer and		Engine Manufacturer and
MSN	Model	Engine MSNs	Model
3270	Airbus A320-200	V12721, V12725	IAE V2527-A5
3311	Airbus A319-100	V12780, V12782	IAE V2524-A5
3342	Airbus A319-100	V12789, V12791	IAE V2524-A5
3366	Airbus A320-200	697586, 697588	CFM56-5B4/3
3440	Airbus A320-200	697677, 697681	CFM56-5B4/3
3444	Airbus A320-200	697679, 697683	CFM56-5B4/3
3456	Airbus A320-200	697764, 697765	CFM56-5B4/3
3463	Airbus A319-100	V12891, V12893	IAE V2524-A5
3476	Airbus A320-200	697718, 697724	CFM56-5B4/3
3491	Airbus A319-100	V12908, V12912	IAE V2524-A5
3501	Airbus A320-200	697766, 697779	CFM56-5B4/3
3590	Airbus A319-100	V13000, V13002	IAE V2524-A5
3599	Airbus A320-200	697903, 697904	CFM56-5B4/3
29356	Boeing 737-700	892110, 892112	CFM56-7B22
29357	Boeing 737-700	892238, 893236	CFM56-7B24
29358	Boeing 737-700	892276, 892279	CFM56-7B24
29361	Boeing 737-700	892350, 893348	CFM56-7B24
29362	Boeing 737-700	893383, 893384	CFM56-7B24
29364	Boeing 737-700	892611, 892612	CFM56-7B24
29365	Boeing 737-700	892644, 892649	CFM56-7B24
29366	Boeing 737-700	892720, 893709	CFM56-7B24
29367	Boeing 737-700	892774, 892775	CFM56-7B24
29368	Boeing 737-800	892801, 892802	CFM56-7B26
29369	Boeing 737-800	892857, 893860	CFM56-7B26
29370	Boeing 737-700	894369, 894370	CFM56-7B24
29371	Boeing 737-700	894201, 894224	CFM56-7B24
29372	Boeing 737-700	894345, 894357	CFM56-7B24
29373	Boeing 737-800	894437, 894438	CFM56-7B26
29374	Boeing 737-800	894504, 894505	CFM56-7B26
30038	Boeing 737-700	892147, 893142	CFM56-7B22

	Airframe
Airframe	Manufacturer and		Engine Manufacturer and
MSN	Model	Engine MSNs	Model
30660	Boeing 737-800	890461, 890462	CFM56-7B27/B1
30666	Boeing 737-800	890740, 890741	CFM56-7B26
30670	Boeing 737-800	890786, 890787	CFM56-7B26
30673	Boeing 737-800	890824, 890826	CFM56-7B27/B1
30679	Boeing 737-800	890621, 890622	CFM56-7B27/B1
30680	Boeing 737-800	890618, 890619	CFM56-7B26
30681	Boeing 737-800	892286, 892287	CFM56-7B26
30682	Boeing 737-800	892314, 893316	CFM56-7B26
30683	Boeing 737-800	892306, 892307	CFM56-7B27
30685	Boeing 737-800	892543, 892544	CFM56-7B26
30686	Boeing 737-800	892360, 892364	CFM56-7B26
30690	Boeing 737-800	890644, 891637	CFM56-7B26
30691	Boeing 737-800	892363, 893365	CFM56-7B26
30692	Boeing 737-800	890634, 891633	CFM56-7B26
30693	Boeing 737-800	890660, 891655	CFM56-7B26
30694	Boeing 737-800	892693, 892694	CFM56-7B26
30695	Boeing 737-800	892758, 892761	CFM56-7B26
30696	Boeing 737-800	892763, 892764	CFM56-7B26
30697	Boeing 737-800	892811, 892812	CFM56-7B26
30698	Boeing 737-800	892803, 892804	CFM56-7B26
30699	Boeing 737-800	892847, 892848	CFM56-7B26
30700	Boeing 737-800	892864, 892865	CFM56-7B26
30701	Boeing 737-800	892871, 892872	CFM56-7B26
30702	Boeing 737-800	892882, 892883	CFM56-7B26
30703	Boeing 737-800	892905, 892906	CFM56-7B26
30704	Boeing 737-800	892948, 892949	CFM56-7B26
30705	Boeing 737-800	892983, 892985	CFM56-7B26
30708	Boeing 737-800	894263, 894264	CFM56-7B26
30709	Boeing 737-800	892897, 892904	CFM56-7B26
30711	Boeing 737-800	894412, 894413	CFM56-7B26

	Airframe
Airframe	Manufacturer and		Engine Manufacturer and
MSN	Model	Engine MSNs	Model
30715	Boeing 737-800	894560, 894561	CFM56-7B26
30716	Boeing 737-800	894514, 894515	CFM56-7B26
30718	Boeing 737-800	894607, 894608	CFM56-7B26
30723	Boeing 737-800	894656, 894675	CFM56-7B26/3
30725	Boeing 737-800	894691, 894692	CFM56-7B26/3
30728	Boeing 737-800	894883, 894911	CFM56-7B26/3
30733	Boeing 737-800	896143, 896144	CFM56-7B27/3
32706	Boeing 777-300ER	906139, 906140	GE90-115BG01
32707	Boeing 777-300ER	906170, 906175	GE90-115BG02
32708	Boeing 777-300ER	906171, 906172	GE90-115BG01
32709	Boeing 777-300ER	906197, 906199	GE90-115BG02
32710	Boeing 777-300ER	906212, 906214	GE90-115BG02
32713	Boeing 777-300ER	906300, 906301	GE90-115BG02
32714	Boeing 777-300ER	906321, 906322	GE90-115BG02
32715	Boeing 777-300ER	906230, 906232	GE90-115BG02
32718	Boeing 777-200ER	900475, 900476	GE90-94B
32719	Boeing 777-200ER	900481, 900482	GE90-94B
32728	Boeing 777-300ER	906237, 906250	GE90-115BG02
32729	Boeing 777-300ER	906285, 906286	GE90-115BG02
32730	Boeing 777-300ER	906235, 906236	GE90-115BG02
32799	Boeing 737-800	890756, 890757	CFM56-7B26
32800	Boeing 737-800	892325, 892326	CFM56-7B26
32801	Boeing 737-800	892300, 892301	CFM56-7B26
32802	Boeing 737-800	892404, 892405	CFM56-7B26
32842	Boeing 737-700	893601, 893602	CFM56-7B22
33006	Boeing 737-800	892944, 892945	CFM56-7B26
33007	Boeing 737-800	892951, 892954	CFM56-7B26
33008	Boeing 737-700	892399, 893389	CFM56-7B24
33009	Boeing 737-700	892413, 892414	CFM56-7B24
33501	Boeing 777-300ER	906148, 906149	GE90-115BG01

	Airframe
	Manufacturer and		Engine Manufacturer and
Airframe MSN	Model	Engine MSNs	Model
33793	Boeing 737-700	892172, 893136	CFM56-7B22
35271	Boeing 737-800	896375, 896378	CFM56-7B26/3
35273	Boeing 737-800	896401, 897371	CFM56-7B26/3
35281	Boeing 737-800	896729, 896730	CFM56-7B26/3
35289	Boeing 737-800	802135, 802136	CFM56-7B26/3

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and	Engine MSN	Engine MSN	Engine	Engine
MSN	Model	Model	1	2	MSN 3	MSN 4
3614	Airbus A319-100	IAE V2524-A5	V13014	V13016
3484	Airbus A320-200	IAE V2527-A5	V12913	V12918
3519	Airbus A320-200	IAE V2527-A5	V12949	V12953
30658	Boeing B737-800	CFM56-7B26	890450	890451
30665	Boeing B737-800	CFM56-7B26	890690	890691
32798	Boeing B737-800	CFM56-7B26	890765	890766
1884	Airbus A319-100	CFM56-5B6/P	575514	575515
1901	Airbus A319-100	CFM56-5B6/P	575532	575533
529	Airbus A330-200	Rolls Royce TRENT 772B-60	41255	41258
3446	Airbus A320-200	CFM56-5B4/3	697693	697695
3473	Airbus A320-200	CFM56-5B4/3	697697	697721
3490	Airbus A320-200	CFM56-5B4/3	697750	697751
3494	Airbus A320-200	CFM56-5B4/3	697758	697759
1874	Airbus A320-200	CFM56-5B4/P	575483	575487
35298	Boeing B777-300ER	GE90-115BG02	906315	906316
35784	Boeing B777-300ER	GE90-115BG02	906641	906642
3361	Airbus A320-200	CFM56-5B4/3	697512	697591
3396	Airbus A320-200	CFM56-5B4/3	697619	697620
3425	Airbus A320-200	CFM56-5B4/3	697655	697660
3475	Airbus A320-200	CFM56-5B4/3	697727	697731
505	Airbus A330-200	Rolls Royce TRENT 772B-60	41239	41240
526	Airbus A330-200	Rolls Royce TRENT 772B-60	41257	41259
30654	Boeing B737-800	CFM56-7B27	890387	890388
30671	Boeing B737-800	CFM56-7B27	890411	890413
32796	Boeing B737-800	CFM56-7B27	890337	890338
33699	Boeing B737-800	CFM56-7B27	890398	891414
2124	Airbus A319-100	CFM56-5B6/2P	575927	575928
1913	Airbus A320-200	CFM56-5B4/2P	575913	575914
2065	Airbus A320-200	CFM56-5B4/2P	575919	575922
1978	Airbus A321-200	CFM56-5B3/2P	575920	575921
2208	Airbus A321-200	CFM56-5B3/2P	575929	575930
2213	Airbus A319-100	CFM56-5B7/P	575799	575801
2228	Airbus A319-100	CFM56-5B7/P	575815	575816

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and	Engine MSN	Engine MSN	Engine	Engine
MSN	Model	Model	1	2	MSN 3	MSN 4
2279	Airbus A319-100	CFM56-5B7/P	575885	575888
3065	Airbus A319-100	CFM56-5B7/P	697182	697183
1924	Airbus A320-200	CFM56-5B4/P	575534	575535
1949	Airbus A320-200	CFM56-5B4/P	575554	575555
2705	Airbus A320-200	CFM56-5B4/P	577504	577505
2721	Airbus A320-200	CFM56-5B4/P	577526	577530
3051	Airbus A321-200	CFM56-5B3/P	697174	697175
3098	Airbus A321-200	CFM56-5B3/P	697241	697249
3441	Airbus A321-200	CFM56-5B3/3	697456	697685
3401	Airbus A321-200	CFM56-5B3/3	697629	697672
3419	Airbus A321-200	CFM56-5B3/3	697663	697669
3372	Airbus A321-200	CFM56-5B3/3	697515	697607
3399	Airbus A321-200	CFM56-5B3/3	697634	697635
503	Airbus A330-200	CF6-80E1-A3	811201	811202
519	Airbus A330-200	CF6-80E1-A3	811218	811219
584	Airbus A330-200	CF6-80E1-A3	811248	811249
635	Airbus A330-200	Rolls Royce TRENT 772B-60	41308	41309
32868	Boeing B747-400	CF6-80C2-B1F	706539	706540	706541	706542
35279	Boeing B737-800	CFM56-7B26/3	896551	896552
32869	Boeing B747-400	CF6-80C2-B1F	706551	706552	706553	706554
32871	Boeing B747-400	CF6-80C2-B1F	706623	706624	706625	706626
32870	Boeing B747-400ERF	CF6-80C2-B5F	706627	706628	706629	706630
32867	Boeing B747-400ERF	CF6-80C2-B5F	706514	706515	706516	706517
29402	Boeing B777-200ER	Pratt & Whitney PW4090	P222225	P222226
35782	Boeing B777-300ER	GE90-115BG02	906603	906607
35783	Boeing B777-300ER	GE90-115BG02	906621	906622
32723	Boeing B777-300ER	GE90-115BG01	906108	906109
32724	Boeing B777-300ER	GE90-115BG01	906112	906113
32850	Boeing B777-300ER	GE90-115BG01	906129	906130
32852	Boeing B777-300ER	GE90-115BG01	906143	906144
32725	Boeing B777-300ER	GE90-115BG01	906134	906137
32711	Boeing B777-300ER	GE90-115BG01	906131	906132
35297	Boeing B777-300ER	GE90-115BG02	906377	906378
739	Airbus A330-200	Pratt & Whitney PW4168A	P733595	P733596
911	Airbus A330-200	Pratt & Whitney PW4168A	P733657	P733658
3033	Airbus A320-200	IAE V2527-A5	V12523	V12525
3066	Airbus A320-200	IAE V2527-A5	V12538	V12553
3074	Airbus A320-200	IAE V2527-A5	V12546	V12555
3462	Airbus A321-200	IAE V2533-A5	V12902	V12904
3527	Airbus A321-200	IAE V2533-A5	V12923	V12946
679	Airbus A330-300	Rolls Royce TRENT 772-60	41340	41341
581	Airbus A330-300	Rolls Royce TRENT 772B-60	41188	41288
692	Airbus A330-300	Rolls Royce TRENT 772B-60	41348	41349
716	Airbus A330-300	Rolls Royce TRENT 772B-60	41357	41358
741	Airbus A330-300	Rolls Royce TRENT 772B-60	41380	41381
786	Airbus A330-300	Rolls Royce TRENT 772B-60	41417	41418

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and	Engine MSN	Engine MSN	Engine	Engine
MSN	Model	Model	1	2	MSN 3	MSN 4
35274	Boeing B737-800	CFM56-7B24/3	896420	897396
35276	Boeing B737-800	CFM56-7B24/3	896513	896514
35285	Boeing B737-800	CFM56-7B24/3	896958	896961
34432	Boeing B777-300ER	GE90-115BG04	906373	906382
35299	Boeing B777-300ER	GE90-115BG04	906354	906381
35300	Boeing B777-300ER	GE90-115BG02	906432	906433
35301	Boeing B777-300ER	GE90-115BG04	906474	906475
30037	Boeing B737-700	CFM56-7B24	890719	890720
30727	Boeing B737-700	CFM56-7B22	888675	888679
30033	Boeing B737-800	CFM56-7B27/B1	888587	888741
30643	Boeing B737-800	CFM56-7B27/B1	888844	888902
822	Airbus A330-200	Pratt & Whitney PW4168A	P733621	P733622
3428	Airbus A319-100	IAE V2524-A5	V12867	V12871
3685	Airbus A319-100	IAE V2524-A5	V13066	V13068
2793	Airbus A321-200	IAE V2533-A5	V12305	V12307
3458	Airbus A321-200	IAE V2533-A5	V12892	V12894
3522	Airbus A321-200	IAE V2533-A5	V12931	V12933
2113	Airbus A319-100	CFM56-5B5/P	575724	575725
2122	Airbus A319-100	CFM56-5B5/P	575732	575740
2186	Airbus A319-100	CFM56-5B5/P	575765	575769
2332	Airbus A319-100	CFM56-5B5/P	577137	577138
2382	Airbus A319-100	CFM56-5B5/P	577172	577184
2142	Airbus A320-200	CFM56-5B4/P	575701	575703
2189	Airbus A320-200	CFM56-5B4/P	575790	575792
2291	Airbus A320-200	CFM56-5B4/P	577104	577114
2665	Airbus A320-200	CFM56-5B4/P	577469	577470
3056	Airbus A320-200	CFM56-5B4/P	697159	697160
2768	Airbus A320-200	CFM56-5B4/P	577580	577581
3068	Airbus A320-200	CFM56-5B4/P	697157	697158
811	Airbus A330-200	CF6-80E1-A3	811404	811406
29399	Boeing B777-200ER	GE90-94B	900459	900461
32720	Boeing B777-200ER	GE90-94B	900478	900480
32721	Boeing B777-200ER	GE90-94B	900499	900500
35295	Boeing B777-200ER	GE90-94B	900491	900492
2085	Airbus A320-200	IAE V2527-A5	V11524	V11531
2173	Airbus A320-200	IAE V2527-A5	V11634	V11636
2594	Airbus A320-200	IAE V2527-A5	V12087	V12089
29401	Boeing B777-200ER	Rolls Royce TRENT 895-17	51485	51486
29403	Boeing B777-200ER	Rolls Royce TRENT 895-17	51504	51508
29404	Boeing B777-200ER	Rolls Royce TRENT 895-17	51477	51478
32712	Boeing B777-200ER	Rolls Royce TRENT 895-17	51489	51490
30649	Boeing B737-700	CFM56-7B24	888772	888779
30652	Boeing B737-800	CFM56-7B26	889705	889706
30721	Boeing B737-800	CFM56-7B26/3	894612	894618
35272	Boeing B737-800	CFM56-7B26/3	896356	896357
35284	Boeing B737-800	CFM56-7B26/3	896787	896789

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and	Engine MSN	Engine MSN	Engine	Engine
MSN	Model	Model	1	2	MSN 3	MSN 4
35287	Boeing B737-800	CFM56-7B26/3	896978	896979
725	Airbus A330-300	CF6-80E1-A4	811349	811350
2761	Airbus A320-200	CFM56-5B4/P	577572	577573
2785	Airbus A320-200	CFM56-5B4/P	577594	577596
2794	Airbus A320-200	CFM56-5B4/P	577621	577625
2798	Airbus A320-200	CFM56-5B4/P	577623	577626
2962	Airbus A320-200	CFM56-5B4/P	577815	577818
2988	Airbus A320-200	CFM56-5B4/P	577851	577852
3083	Airbus A320-200	CFM56-5B4/P	697193	697198
3321	Airbus A320-200	CFM56-5B4/3	697532	697537
3529	Airbus A320-200	CFM56-5B4/3	697781	697782
814	Airbus A330-200	CF6-80E1-A4B	811407	811408
462	Airbus A330-200	Rolls Royce TRENT 772B-60	41224	41225
29395	Boeing B777-300	Rolls Royce TRENT 892-17	51285	51287
28687	Boeing B777-300	Rolls Royce TRENT 892-17	51416	51417
29396	Boeing B777-300	Rolls Royce TRENT 892-17	51378	51379
32697	Boeing B777-300	Rolls Royce TRENT 892-17	51371	51372
32699	Boeing B777-300	Rolls Royce TRENT 892-17	51397	51398
2389	Airbus A319-100	IAE V2522-A5	V11855	V11856
2429	Airbus A319-100	IAE V2522-A5	V11877	V11887
2694	Airbus A319-100	IAE V2522-A5	V12188	V12198
2697	Airbus A319-100	IAE V2522-A5	V12206	V12208
2720	Airbus A319-100	IAE V2522-A5	V12236	V12238
706	Airbus A340-600	Rolls Royce TRENT 556-61	71342	71343	71344	71363
723	Airbus A340-600	Rolls Royce TRENT 556-61	71362	71364	71365	71369
30687	Boeing B737-700	CFM56-7B24	894609	894610
30710	Boeing B737-700	CFM56-7B24	894464	894467
30040	Boeing B737-800	CFM56-7B27	892344	892346
32841	Boeing B737-800	CFM56-7B27	893370	893371
1866	Airbus A319-100	CFM56-5B6/P	575504	575505
1872	Airbus A319-100	CFM56-5B6/P	575508	575509
1882	Airbus A319-100	CFM56-5B6/P	575516	575517
1925	Airbus A319-100	CFM56-5B6/P	575544	575545
2198	Airbus A319-100	CFM56-5B5/P	575780	575783
2209	Airbus A319-100	CFM56-5B5/P	575776	575795
2236	Airbus A319-100	CFM56-5B5/P	575824	575830
1223	Airbus A319-100	IAE V2524-A5	V10719	V10773
1281	Airbus A319-100	IAE V2524-A5	V10778	V10779
1463	Airbus A319-100	IAE V2524-A5	V10933	V10936
1156	Airbus A320-200	IAE V2527-A5	V10655	V10658
1398	Airbus A320-200	IAE V2527-A5	V10885	V10894
1452	Airbus A320-200	IAE V2527-A5	V10943	V10946
1110	Airbus A320-200	IAE V2527-A5	V10620	V10621
28262	Boeing B737-700	CFM56-7B22	890962	890967
29363	Boeing B737-700	CFM56-7B22	890649	891646
33786	Boeing B737-700	CFM56-7B22	890620	891616

	Airframe
Airframe	Manufacturer and	Engine Manufacturer and	Engine MSN	Engine MSN	Engine	Engine
MSN	Model	Model	1	2	MSN 3	MSN 4
33787	Boeing B737-700	CFM56-7B22	890658	891654
33791	Boeing B737-700	CFM56-7B22	890954	891938
33792	Boeing B737-700	CFM56-7B22	890976	890977
30662	Boeing B737-700	CFM56-7B24	890573	890577
30663	Boeing B737-700	CFM56-7B24	890584	890585
30677	Boeing B737-700	CFM56-7B22	890868	890869
30039	Boeing B737-800	CFM56-7B26	877654	889548
30675	Boeing B737-800	CFM56-7B26	888459	888586
30032	Boeing B737-800	CFM56-7B27	889643	889654
30689	Boeing B737-800	CFM56-7B27	889493	889494
30332	Boeing B737-800	CFM56-7B27	888214	889252
28237	Boeing B737-800	CFM56-7B26	888197	888201
28689	Boeing B777-200ER	GE90-94B	900359	900360
28692	Boeing B777-200ER	GE90-94B	900353	900354
28678	Boeing B777-200ER	GE90-90B	900323	900324
28679	Boeing B777-200ER	GE90-90B	900329	900330
625	Airbus A330-200	Rolls Royce TRENT 772B-60	41296	41297
632	Airbus A330-200	Rolls Royce TRENT 772B-60	41303	41304
30730	Boeing B737-800	CFM56-7B27/3	894901	895884
2797	Airbus A319-100	IAE V2524-A5	V12298	V12299
2784	Airbus A319-100	IAE V2524-A5	V12296	V12297
29390	Boeing B767-300	CF6-80C2-B6F	706428	706429
30724	Boeing B737-800	CFM56-7B26/3	894672	894680
30717	Boeing B737-700	CFM56-7B20	894604	894555
32705	Boeing B777-200ER	GE90-94B	900456	900457

Schedule B

[attached]

SCHEDULE 3.19(c)
CREDIT AGREEMENT

SUPPLEMENTAL POOL AIRCRAFT

SECTION A: SUPPLEMENTAL CAPE TOWN POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
1		30037	Boeing B737-700	CFM56-7B24		890719		890720			India
2		30727	Boeing B737-700	CFM56-7B22		888675		888679			India
3		30033	Boeing B737-800	CFM56-7B27/B1		888587		888741			Indonesia
4		30643	Boeing B737-800	CFM56-7B27/B1		888844		888902			Indonesia
5		2797	Airbus A319-100	IAE V2524-A5		V12298		V12299			Indonesia
6		2784	Airbus A319-100	IAE V2524-A5		V12296		V12297			Indonesia
7		29390	Boeing B767-300	CF6-80C2-B6F		706428		706429			Ireland
8		30649	Boeing B737-700	CFM56-7B24		888772		888779			Oman
9		30652	Boeing B737-800	CFM56-7B26		889705		889706			Oman
10		30721	Boeing B737-800	CFM56-7B26/3		894612		894618			Oman
11		35272	Boeing B737-800	CFM56-7B26/3		896356		896357			Oman
12		35284	Boeing B737-800	CFM56-7B26/3		896787		896789			Oman
13		35287	Boeing B737-800	CFM56-7B26/3		896978		896979			Oman
14		1866	Airbus A319-100	CFM56-5B6/P		575504		575505			United States
15		1872	Airbus A319-100	CFM56-5B6/P		575508		575509			United States
16		1882	Airbus A319-100	CFM56-5B6/P		575516		575517			United States
17		1925	Airbus A319-100	CFM56-5B6/P		575544		575545			United States
18		2198	Airbus A319-100	CFM56-5B5/P		575780		575783			United States
19		2209	Airbus A319-100	CFM56-5B5/P		575776		575795			United States
20		2236	Airbus A319-100	CFM56-5B5/P		575824		575830			United States
21		1223	Airbus A319-100	IAE V2524-A5		V10719		V10773			United States
22		1281	Airbus A319-100	IAE V2524-A5		V10778		V10779			United States
23		1463	Airbus A319-100	IAE V2524-A5		V10933		V10936			United States
24		1156	Airbus A320-200	IAE V2527-A5		V10655		V10658			United States
25		1398	Airbus A320-200	IAE V2527-A5		V10885		V10894			United States
26		1452	Airbus A320-200	IAE V2527-A5		V10943		V10946			United States
27		1110	Airbus A320-200	IAE V2527-A5		V10620		V10621			United States
28		28262	Boeing B737-700	CFM56-7B22		890962		890967			United States
29		29363	Boeing B737-700	CFM56-7B22		890649		891646			United States
30		33786	Boeing B737-700	CFM56-7B22		890620		891616			United States
31		33787	Boeing B737-700	CFM56-7B22		890658		891654			United States
32		33791	Boeing B737-700	CFM56-7B22		890954		891938			United States
33		33792	Boeing B737-700	CFM56-7B22		890976		890977			United States
34		30662	Boeing B737-700	CFM56-7B24		890573		890577			United States
35		30663	Boeing B737-700	CFM56-7B24		890584		890585			United States
36		30677	Boeing B737-700	CFM56-7B22		890868		890869			United States

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
37		30039	Boeing B737-800	CFM56-7B26		877654		889548			United States
38		30675	Boeing B737-800	CFM56-7B26		888459		888586			United States
39		30032	Boeing B737-800	CFM56-7B27		889643		889654			United States
40		30689	Boeing B737-800	CFM56-7B27		889493		889494			United States
41		30332	Boeing B737-800	CFM56-7B27		888214		889252			United States
42		28237	Boeing B737-800	CFM56-7B26		888197		888201			United States
43		28689	Boeing B777-200ER	GE90-94B		900359		900360			United States
44		28692	Boeing B777-200ER	GE90-94B		900353		900354			United States
45		28678	Boeing B777-200ER	GE90-90B		900323		900324			United States
46		28679	Boeing B777-200ER	GE90-90B		900329		900330			United States
47		462	Airbus A330-200	Rolls Royce TRENT 772B-60		41224		41225			United Arab Emirates
48		29395	Boeing B777-300	Rolls Royce TRENT 892-17		51285		51287			United Arab Emirates
49		28687	Boeing B777-300	Rolls Royce TRENT 892-17		51416		51417			United Arab Emirates
50		29396	Boeing B777-300	Rolls Royce TRENT 892-17		51378		51379			United Arab Emirates
51		32697	Boeing B777-300	Rolls Royce TRENT 892-17		51371		51372			United Arab Emirates
52		32699	Boeing B777-300	Rolls Royce TRENT 892-17		51397		51398			United Arab Emirates

SECTION B: SUPPLEMENTAL GENEVA POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
53		1884	Airbus A319-100	CFM56-5B6/P		575514		575515			Bahrain
54		1901	Airbus A319-100	CFM56-5B6/P		575532		575533			Bahrain
55		529	Airbus A330-200	Rolls Royce TRENT 772B-60		41255		41258			Bahrain
56		2213	Airbus A319-100	CFM56-5B7/P		575799		575801			France
57		2228	Airbus A319-100	CFM56-5B7/P		575815		575816			France
58		2279	Airbus A319-100	CFM56-5B7/P		575885		575888			France
59		3065	Airbus A319-100	CFM56-5B7/P		697182		697183			France
60		1924	Airbus A320-200	CFM56-5B4/P		575534		575535			France
61		1949	Airbus A320-200	CFM56-5B4/P		575554		575555			France
62		2705	Airbus A320-200	CFM56-5B4/P		577504		577505			France
63		2721	Airbus A320-200	CFM56-5B4/P		577526		577530			France
64		3051	Airbus A321-200	CFM56-5B3/P		697174		697175			France
65		3098	Airbus A321-200	CFM56-5B3/P		697241		697249			France
66		3441	Airbus A321-200	CFM56-5B3/3		697456		697685			France
67		3401	Airbus A321-200	CFM56-5B3/3		697629		697672			France
68		3419	Airbus A321-200	CFM56-5B3/3		697663		697669			France
69		3372	Airbus A321-200	CFM56-5B3/3		697515		697607			France
70		3399	Airbus A321-200	CFM56-5B3/3		697634		697635			France
71		503	Airbus A330-200	CF6-80E1-A3		811201		811202			France
72		519	Airbus A330-200	CF6-80E1-A3		811218		811219			France

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine		Engine		Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3		MSN 4		Registration
73		584	Airbus A330-200	CF6-80E1-A3		811248		811249					France
74		635	Airbus A330-200	Rolls Royce TRENT 772B-60		41308		41309					France
75		32868	Boeing B747-400	CF6-80C2-B1F		706539		706540		706541		706542	France
76		35279	Boeing B737-800	CFM56-7B26/3		896551		896552					France
77		32869	Boeing B747-400	CF6-80C2-B1F		706551		706552		706553		706554	France
78		32871	Boeing B747-400	CF6-80C2-B1F		706623		706624		706625		706626	France
79		32870	Boeing B747-400ERF	CF6-80C2-B5F		706627		706628		706629		706630	France
80		32867	Boeing B747-400ERF	CF6-80C2-B5F		706514		706515		706516		706517	France
81		29402	Boeing B777-200ER	Pratt & Whitney PW4090		P222225		P222226					France
82		35782	Boeing B777-300ER	GE90-115BG02		906603		906607					France
83		35783	Boeing B777-300ER	GE90-115BG02		906621		906622					France
84		32723	Boeing B777-300ER	GE90-115BG01		906108		906109					France
85		32724	Boeing B777-300ER	GE90-115BG01		906112		906113					France
86		32850	Boeing B777-300ER	GE90-115BG01		906129		906130					France
87		32852	Boeing B777-300ER	GE90-115BG01		906143		906144					France
88		32725	Boeing B777-300ER	GE90-115BG01		906134		906137					France
89		32711	Boeing B777-300ER	GE90-115BG01		906131		906132					France
90		35297	Boeing B777-300ER	GE90-115BG02		906377		906378					France
91		739	Airbus A330-200	Pratt & Whitney PW4168A		P733595		P733596					Germany
92		911	Airbus A330-200	Pratt & Whitney PW4168A		P733657		P733658					Germany
93		30724	Boeing B737-800	CFM56-7B26/3		894672		894680					Germany
94		30717	Boeing B737-700	CFM56-7B20		894604		894555					Germany
95		3033	Airbus A320-200	IAE V2527-A5		V12523		V12525					Greece
96		3066	Airbus A320-200	IAE V2527-A5		V12538		V12553					Greece
97		3074	Airbus A320-200	IAE V2527-A5		V12546		V12555					Greece
98		3462	Airbus A321-200	IAE V2533-A5		V12902		V12904					Greece
99		3527	Airbus A321-200	IAE V2533-A5		V12923		V12946					Greece
100		822	Airbus A330-200	Pratt & Whitney PW4168A		P733621		P733622					Italy
101		811	Airbus A330-200	CF6-80E1-A3		811404		811406					The Netherlands
102		29399	Boeing B777-200ER	GE90-94B		900459		900461					The Netherlands
103		32705	Boeing B777-200ER	GE90-94B		900456		900457					The Netherlands
104		32720	Boeing B777-200ER	GE90-94B		900478		900480					The Netherlands
105		32721	Boeing B777-200ER	GE90-94B		900499		900500					The Netherlands
106		35295	Boeing B777-200ER	GE90-94B		900491		900492					The Netherlands
107		3614	Airbus A319-100	IAE V2524-A5		V13014		V13016					Aruba
108		3484	Airbus A320-200	IAE V2527-A5		V12913		V12918					Aruba
109		3519	Airbus A320-200	IAE V2527-A5		V12949		V12953					Aruba

SECTION C: SUPPLEMENTAL NON-TREATY POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
110		30658	Boeing B737-800	CFM56-7B26		890450		890451			Australia
111		30665	Boeing B737-800	CFM56-7B26		890690		890691			Australia
112		32798	Boeing B737-800	CFM56-7B26		890765		890766			Australia

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
113		3446	Airbus A320-200	CFM56-5B4/3		697693		697695			Bermuda
114		3473	Airbus A320-200	CFM56-5B4/3		697697		697721			Bermuda
115		3490	Airbus A320-200	CFM56-5B4/3		697750		697751			Bermuda
116		3494	Airbus A320-200	CFM56-5B4/3		697758		697759			Bermuda
117		1874	Airbus A320-200	CFM56-5B4/P		575483		575487			Canada
118		35298	Boeing B777-300ER	GE90-115BG02		906315		906316			Canada
119		35784	Boeing B777-300ER	GE90-115BG02		906641		906642			Canada
120		3361	Airbus A320-200	CFM56-5B4/3		697512		697591			Cayman Islands
121		3396	Airbus A320-200	CFM56-5B4/3		697619		697620			Cayman Islands
122		3425	Airbus A320-200	CFM56-5B4/3		697655		697660			Cayman Islands
123		3475	Airbus A320-200	CFM56-5B4/3		697727		697731			Cayman Islands
124		505	Airbus A330-200	Rolls Royce TRENT 772B-60		41239		41240			Cyprus
125		526	Airbus A330-200	Rolls Royce TRENT 772B-60		41257		41259			Cyprus
126		30654	Boeing B737-800	CFM56-7B27		890387		890388			Cyprus
127		30671	Boeing B737-800	CFM56-7B27		890411		890413			Cyprus
128		32796	Boeing B737-800	CFM56-7B27		890337		890338			Cyprus
129		33699	Boeing B737-800	CFM56-7B27		890398		891414			Cyprus
130		2124	Airbus A319-100	CFM56-5B6/2P		575927		575928			Finland
131		1913	Airbus A320-200	CFM56-5B4/2P		575913		575914			Finland
132		2065	Airbus A320-200	CFM56-5B4/2P		575919		575922			Finland
133		1978	Airbus A321-200	CFM56-5B3/2P		575920		575921			Finland
134		2208	Airbus A321-200	CFM56-5B3/2P		575929		575930			Finland
135		679	Airbus A330-300	Rolls Royce TRENT 772-60		41340		41341			Hong Kong
136		581	Airbus A330-300	Rolls Royce TRENT 772B-60		41188		41288			Hong Kong
137		692	Airbus A330-300	Rolls Royce TRENT 772B-60		41348		41349			Hong Kong
138		716	Airbus A330-300	Rolls Royce TRENT 772B-60		41357		41358			Hong Kong
139		741	Airbus A330-300	Rolls Royce TRENT 772B-60		41380		41381			Hong Kong
140		786	Airbus A330-300	Rolls Royce TRENT 772B-60		41417		41418			Hong Kong
141		35274	Boeing B737-800	CFM56-7B24/3		896420		897396			Hong Kong
142		35276	Boeing B737-800	CFM56-7B24/3		896513		896514			Hong Kong
143		35285	Boeing B737-800	CFM56-7B24/3		896958		896961			Hong Kong
144		34432	Boeing B777-300ER	GE90-115BG04		906373		906382			Hong Kong
145		35299	Boeing B777-300ER	GE90-115BG04		906354		906381			Hong Kong
146		35300	Boeing B777-300ER	GE90-115BG02		906432		906433			Hong Kong
147		35301	Boeing B777-300ER	GE90-115BG04		906474		906475			Hong Kong
148		3428	Airbus A319-100	IAE V2524-A5		V12867		V12871			Jordan
149		3685	Airbus A319-100	IAE V2524-A5		V13066		V13068			Jordan
150		2793	Airbus A321-200	IAE V2533-A5		V12305		V12307			Jordan
151		3458	Airbus A321-200	IAE V2533-A5		V12892		V12894			Jordan
152		3522	Airbus A321-200	IAE V2533-A5		V12931		V12933			Jordan
153		2113	Airbus A319-100	CFM56-5B5/P		575724		575725			Malta
154		2122	Airbus A319-100	CFM56-5B5/P		575732		575740			Malta
155		2186	Airbus A319-100	CFM56-5B5/P		575765		575769			Malta
156		2332	Airbus A319-100	CFM56-5B5/P		577137		577138			Malta
157		2382	Airbus A319-100	CFM56-5B5/P		577172		577184			Malta
158		2142	Airbus A320-200	CFM56-5B4/P		575701		575703			Malta
159		2189	Airbus A320-200	CFM56-5B4/P		575790		575792			Malta
160		2291	Airbus A320-200	CFM56-5B4/P		577104		577114			Malta

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine		Engine		Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3		MSN 4		Registration
161		2665	Airbus A320-200	CFM56-5B4/P		577469		577470					Malta
162		3056	Airbus A320-200	CFM56-5B4/P		697159		697160					Malta
163		2768	Airbus A320-200	CFM56-5B4/P		577580		577581					Malta
164		3068	Airbus A320-200	CFM56-5B4/P		697157		697158					Malta
165		2085	Airbus A320-200	IAE V2527-A5		V11524		V11531					New Zealand
166		2173	Airbus A320-200	IAE V2527-A5		V11634		V11636					New Zealand
167		2594	Airbus A320-200	IAE V2527-A5		V12087		V12089					New Zealand
168		29401	Boeing B777-200ER	Rolls Royce TRENT 895-17		51485		51486					New Zealand
169		29403	Boeing B777-200ER	Rolls Royce TRENT 895-17		51504		51508					New Zealand
170		29404	Boeing B777-200ER	Rolls Royce TRENT 895-17		51477		51478					New Zealand
171		32712	Boeing B777-200ER	Rolls Royce TRENT 895-17		51489		51490					New Zealand
172		2761	Airbus A320-200	CFM56-5B4/P		577572		577573					Spain
173		2785	Airbus A320-200	CFM56-5B4/P		577594		577596					Spain
174		2794	Airbus A320-200	CFM56-5B4/P		577621		577625					Spain
175		2798	Airbus A320-200	CFM56-5B4/P		577623		577626					Spain
176		2962	Airbus A320-200	CFM56-5B4/P		577815		577818					Spain
177		2988	Airbus A320-200	CFM56-5B4/P		577851		577852					Spain
178		3083	Airbus A320-200	CFM56-5B4/P		697193		697198					Spain
179		3321	Airbus A320-200	CFM56-5B4/3		697532		697537					Spain
180		3529	Airbus A320-200	CFM56-5B4/3		697781		697782					Spain
181		814	Airbus A330-200	CF6-80E1-A4B		811407		811408					Spain
182		725	Airbus A330-300	CF6-80E1-A4		811349		811350					Taiwan
183		2389	Airbus A319-100	IAE V2522-A5		V11855		V11856					United Kingdom
184		2429	Airbus A319-100	IAE V2522-A5		V11877		V11887					United Kingdom
185		2694	Airbus A319-100	IAE V2522-A5		V12188		V12198					United Kingdom
186		2697	Airbus A319-100	IAE V2522-A5		V12206		V12208					United Kingdom
187		2720	Airbus A319-100	IAE V2522-A5		V12236		V12238					United Kingdom
188		706	Airbus A340-600	Rolls Royce TRENT 556-61		71342		71343		71344		71363	United Kingdom
189		723	Airbus A340-600	Rolls Royce TRENT 556-61		71362		71364		71365		71369	United Kingdom
190		30687	Boeing B737-700	CFM56-7B24		894609		894610					United Kingdom
191		30710	Boeing B737-700	CFM56-7B24		894464		894467					United Kingdom
192		30040	Boeing B737-800	CFM56-7B27		892344		892346					United Kingdom
193		32841	Boeing B737-800	CFM56-7B27		893370		893371					United Kingdom
194		625	Airbus A330-200	Rolls Royce TRENT 772B-60		41296		41297					Yemen
195		632	Airbus A330-200	Rolls Royce TRENT 772B-60		41303		41304					Yemen
196		30730	Boeing B737-800	CFM56-7B27/3		894901		895884					Yemen

Schedule C

[attached]

SCHEDULE 3.19(d)
CREDIT AGREEMENT

LEASES

*

A320-200 aircraft bearing serial number 3066

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3074

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3462

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

A321-200 aircraft bearing serial number 3527

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

A320-200 aircraft bearing serial number 3033

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28689

Aircraft Lease Agreement, dated as of August 18, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 28692

Aircraft Lease Agreement, dated as of July 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33792

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33791

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33786

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 28262

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 29363

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33787

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 3484

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

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

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

A320-200 aircraft bearing serial number 3519

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

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

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

A319-100 aircraft bearing serial number 3614

Aircraft Lease Agreement, dated as of July 25, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

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

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

*

B777-200ER aircraft bearing serial number 29402

Aircraft Lease Agreement, dated as of May 07, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35782

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 35783

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1874

Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35298

Aircraft Lease Agreement, dated as of March 31, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35784

Aircraft Lease Agreement, dated as of November 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 814

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2768

Aircraft Lease Agreement, dated as of August 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3068

Aircraft Lease Agreement, dated as of September 19, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 3056

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2665

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2291

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2189

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2382

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2332

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2186

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2122

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2113

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2142

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2594

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32712

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29404

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2085

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 29401

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2173

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29403

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30662

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30663

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A321-200 aircraft bearing serial number 2793

Aircraft Lease Agreement, dated as of March 29, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3522

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 3685

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3428

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3458

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2389

Aircraft Lease Agreement, dated as of October 17, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2429

Aircraft Lease Agreement, dated as of December 12, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2694

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

A319-100 aircraft bearing serial number 2697

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

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2720

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

*

A330-300 aircraft bearing serial number 679

Aircraft Lease Agreement, dated as of March 15, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35301

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35300

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 34432

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35299

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-300 aircraft bearing serial number 725

Aircraft Lease Agreement, dated as of December 16, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A319-100 aircraft bearing serial number 1866

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1872

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1882

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1925

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28678

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 28679

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-200 aircraft bearing serial number 505

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 526

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-300 aircraft bearing serial number 28687

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 29396

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32697

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32699

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 462

Aircraft Lease Agreement, dated as of April 21, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300 aircraft bearing serial number 29395

Aircraft Lease Agreement, dated as of September 18, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30654

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30671

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32796

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 33699

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 822

Aircraft Lease Agreement, dated as of November 02, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of November 02, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A319-100 aircraft bearing serial number 2124

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 2208

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2065

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 1978

Aircraft Lease Agreement, dated as of September 28, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1913

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2198

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2209

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2236

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30687

Aircraft Lease Agreement, dated as of October 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30040

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32841

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30710

Aircraft Lease Agreement, dated as of January 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1901

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 529

Aircraft Lease Agreement, dated as of July 30, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 1884

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 35274

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35276

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35285

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 716

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 741

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 692

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A330-300 aircraft bearing serial number 581

Aircraft Lease Agreement, dated as of March 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 786

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30037

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

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

B737-700 aircraft bearing serial number 30727

Aircraft Lease Agreement, dated as of April 08, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1452

Aircraft Lease Agreement, dated as of May 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1156

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 1398

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 811

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 35295

Aircraft Lease Agreement, dated as of December 20, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32721

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29399

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32720

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32705

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-200 aircraft bearing serial number 739

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of May 04, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

A330-200 aircraft bearing serial number 911

Aircraft Lease Agreement, dated as of September 28, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 28, 2006 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-800 aircraft bearing serial number 30039

Aircraft Lease Agreement, dated as of April 28, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30675

Aircraft Lease Agreement, dated as of June 20, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30032

Aircraft Lease Agreement, dated as of August 02, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30689

Aircraft Lease Agreement, dated as of September 15, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30332

Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 28237

Aircraft Lease Agreement, dated as of February 05, 2009 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 3425

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3475

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3361

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3396

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

*

B737-700 aircraft bearing serial number 30649

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30652

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30721

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

B737-800 aircraft bearing serial number 35272

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

B737-800 aircraft bearing serial number 35284

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 35287

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30033

Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30643

Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2784

Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.

Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

A319-100 aircraft bearing serial number 2797

Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.

Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 3446

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3494

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3473

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3490

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

*

A330-200 aircraft bearing serial number 503

Aircraft Lease Agreement, dated as of August 8, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

B747-400 aircraft bearing serial number 32867

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.

A320-200 aircraft bearing serial number 1924

Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1949

Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32868

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 519

Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3399

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3372

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2279

Aircraft Lease Agreement, dated as of October 07, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3419

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3401

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35297

Aircraft Lease Agreement, dated as of September 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3441

Aircraft Lease Agreement, dated as of June 01, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3098

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3065

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3051

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2721

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2705

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32869

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32724

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 32711

Aircraft Lease Agreement, dated as of September 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400ERF aircraft bearing serial number 32870

Aircraft Lease Agreement, dated as of September 17, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32850

Aircraft Lease Agreement, dated as of March 07, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32852

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32871

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 584

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32725

Aircraft Lease Agreement, dated as of July 01, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2213

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2228

Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32723

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30677

Aircraft Lease Agreement, dated as of October 21, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B767-300 aircraft bearing serial number 29390

Aircraft Lease Agreement, dated as of December 13, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of December 13, 2006 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-700 aircraft bearing serial number 30717

Aircraft Lease Agreement, dated as of July 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 1110

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1223

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1281

Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1463

Aircraft Lease Agreement, dated as of February 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A340-600 aircraft bearing serial number 706

Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A340-600 aircraft bearing serial number 723

Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30658

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30665

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32798

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2798

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3529

Aircraft Lease Agreement, dated as of March 30, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3321

Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3083

Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2962

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 2794

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2785

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2761

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2988

Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 635

Aircraft Lease Agreement, dated as of December 16, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35279

Aircraft Lease Agreement, dated as of May 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30724

Aircraft Lease Agreement, dated as of January 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

B737-800 aircraft bearing serial number 30730

Aircraft Lease Agreement, dated as of December 11, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 625

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 632

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule D

[attached]

SCHEDULE 3.19(c)
AMENDED AND RESTATED CREDIT AGREEMENT

SUPPLEMENTAL POOL AIRCRAFT

SECTION A: SUPPLEMENTAL CAPE TOWN POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and							Country of
#	MSN		Model	Model	Engine MSN 1		Engine MSN 2		Engine MSN 3	Engine MSN 4	Registration
1		30037	Boeing B737-700	CFM56-7B24		890719		890720			India
2		30727	Boeing B737-700	CFM56-7B22		888675		888679			India
3		30033	Boeing B737-800	CFM56-7B27/B1		888587		888741			Indonesia
4		30643	Boeing B737-800	CFM56-7B27/B1		888844		888902			Indonesia
5		2797	Airbus A319-100	IAE V2524-A5		V12298		V12299			Indonesia
6		2784	Airbus A319-100	IAE V2524-A5		V12296		V12297			Indonesia
7		29390	Boeing B767-300	CF6-80C2-B6F		706428		706429			Ireland
8		30649	Boeing B737-700	CFM56-7B24		888772		888779			Oman
9		30652	Boeing B737-800	CFM56-7B26		889705		889706			Oman
10		30721	Boeing B737-800	CFM56-7B26/3		894612		894618			Oman
11		35272	Boeing B737-800	CFM56-7B26/3		896356		896357			Oman
12		35284	Boeing B737-800	CFM56-7B26/3		896787		896789			Oman
13		35287	Boeing B737-800	CFM56-7B26/3		896978		896979			Oman
14		1866	Airbus A319-100	CFM56-5B6/P		575504		575505			United States
15		1872	Airbus A319-100	CFM56-5B6/P		575508		575509			United States
16		1882	Airbus A319-100	CFM56-5B6/P		575516		575517			United States
17		1925	Airbus A319-100	CFM56-5B6/P		575544		575545			United States
18		2198	Airbus A319-100	CFM56-5B5/P		575780		575783			United States
19		2209	Airbus A319-100	CFM56-5B5/P		575776		575795			United States
20		2236	Airbus A319-100	CFM56-5B5/P		575824		575830			United States
21		1223	Airbus A319-100	IAE V2524-A5		V10719		V10773			United States
22		1281	Airbus A319-100	IAE V2524-A5		V10778		V10779			United States
23		1463	Airbus A319-100	IAE V2524-A5		V10933		V10936			United States
24		1156	Airbus A320-200	IAE V2527-A5		V10655		V10658			United States
25		1398	Airbus A320-200	IAE V2527-A5		V10885		V10894			United States
26		1452	Airbus A320-200	IAE V2527-A5		V10943		V10946			United States
27		1110	Airbus A320-200	IAE V2527-A5		V10620		V10621			United States
28		28262	Boeing B737-700	CFM56-7B22		890962		890967			United States
29		29363	Boeing B737-700	CFM56-7B22		890649		891646			United States
30		33786	Boeing B737-700	CFM56-7B22		890620		891616			United States
31		33787	Boeing B737-700	CFM56-7B22		890658		891654			United States
32		33791	Boeing B737-700	CFM56-7B22		890954		891938			United States
33		33792	Boeing B737-700	CFM56-7B22		890976		890977			United States
34		30662	Boeing B737-700	CFM56-7B24		890573		890577			United States
35		30663	Boeing B737-700	CFM56-7B24		890584		890585			United States
36		30677	Boeing B737-700	CFM56-7B22		890868		890869			United States

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and							Country of
#	MSN		Model	Model	Engine MSN 1		Engine MSN 2		Engine MSN 3	Engine MSN 4	Registration
37		30039	Boeing B737-800	CFM56-7B26		877654		889548			United States
38		30675	Boeing B737-800	CFM56-7B26		888459		888586			United States
39		30032	Boeing B737-800	CFM56-7B27		889643		889654			United States
40		30689	Boeing B737-800	CFM56-7B27		889493		889494			United States
41		30332	Boeing B737-800	CFM56-7B27		888214		889252			United States
42		28237	Boeing B737-800	CFM56-7B26		888197		888201			United States
43		28689	Boeing B777-200ER	GE90-94B		900359		900360			United States
44		28692	Boeing B777-200ER	GE90-94B		900353		900354			United States
45		28678	Boeing B777-200ER	GE90-90B		900323		900324			United States
46		28679	Boeing B777-200ER	GE90-90B		900329		900330			United States
47		462	Airbus A330-200	Rolls Royce TRENT 772B-60		41224		41225			United Arab Emirates
48		29395	Boeing B777-300	Rolls Royce TRENT 892-17		51285		51287			United Arab Emirates
49		28687	Boeing B777-300	Rolls Royce TRENT 892-17		51416		51417			United Arab Emirates
50		29396	Boeing B777-300	Rolls Royce TRENT 892-17		51378		51379			United Arab Emirates
51		32697	Boeing B777-300	Rolls Royce TRENT 892-17		51371		51372			United Arab Emirates
52		32699	Boeing B777-300	Rolls Royce TRENT 892-17		51397		51398			United Arab Emirates

SECTION B: SUPPLEMENTAL GENEVA POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
53		1884	Airbus A319-100	CFM56-5B6/P		575514		575515			Bahrain
54		1901	Airbus A319-100	CFM56-5B6/P		575532		575533			Bahrain
55		529	Airbus A330-200	Rolls Royce TRENT 772B-60		41255		41258			Bahrain
56		2213	Airbus A319-100	CFM56-5B7/P		575799		575801			France
57		2228	Airbus A319-100	CFM56-5B7/P		575815		575816			France
58		2279	Airbus A319-100	CFM56-5B7/P		575885		575888			France
59		3065	Airbus A319-100	CFM56-5B7/P		697182		697183			France
60		1924	Airbus A320-200	CFM56-5B4/P		575534		575535			France
61		1949	Airbus A320-200	CFM56-5B4/P		575554		575555			France
62		2705	Airbus A320-200	CFM56-5B4/P		577504		577505			France
63		2721	Airbus A320-200	CFM56-5B4/P		577526		577530			France
64		3051	Airbus A321-200	CFM56-5B3/P		697174		697175			France
65		3098	Airbus A321-200	CFM56-5B3/P		697241		697249			France
66		3441	Airbus A321-200	CFM56-5B3/3		697456		697685			France
67		3401	Airbus A321-200	CFM56-5B3/3		697629		697672			France
68		3419	Airbus A321-200	CFM56-5B3/3		697663		697669			France
69		3372	Airbus A321-200	CFM56-5B3/3		697515		697607			France
70		3399	Airbus A321-200	CFM56-5B3/3		697634		697635			France
71		503	Airbus A330-200	CF6-80E1-A3		811201		811202			France
72		519	Airbus A330-200	CF6-80E1-A3		811218		811219			France

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine		Engine		Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3		MSN 4		Registration
73		584	Airbus A330-200	CF6-80E1-A3		811248		811249					France
74		635	Airbus A330-200	Rolls Royce TRENT 772B-60		41308		41309					France
75		32868	Boeing B747-400	CF6-80C2-B1F		706539		706540		706541		706542	France
76		35279	Boeing B737-800	CFM56-7B26/3		896551		896552					France
77		32869	Boeing B747-400	CF6-80C2-B1F		706551		706552		706553		706554	France
78		32871	Boeing B747-400	CF6-80C2-B1F		706623		706624		706625		706626	France
79		32870	Boeing B747-400ERF	CF6-80C2-B5F		706627		706628		706629		706630	France
80		32867	Boeing B747-400ERF	CF6-80C2-B5F		706514		706515		706516		706517	France
81		29402	Boeing B777-200ER	Pratt & Whitney PW4090		P222225		P222226					France
82		35782	Boeing B777-300ER	GE90-115BG02		906603		906607					France
83		35783	Boeing B777-300ER	GE90-115BG02		906621		906622					France
84		32723	Boeing B777-300ER	GE90-115BG01		906108		906109					France
85		32724	Boeing B777-300ER	GE90-115BG01		906112		906113					France
86		32850	Boeing B777-300ER	GE90-115BG01		906129		906130					France
87		32852	Boeing B777-300ER	GE90-115BG01		906143		906144					France
88		32725	Boeing B777-300ER	GE90-115BG01		906134		906137					France
89		32711	Boeing B777-300ER	GE90-115BG01		906131		906132					France
90		35297	Boeing B777-300ER	GE90-115BG02		906377		906378					France
91		739	Airbus A330-200	Pratt & Whitney PW4168A		P733595		P733596					Germany
92		911	Airbus A330-200	Pratt & Whitney PW4168A		P733657		P733658					Germany
93		30724	Boeing B737-800	CFM56-7B26/3		894672		894680					Germany
94		30717	Boeing B737-700	CFM56-7B20		894604		894555					Germany
95		3033	Airbus A320-200	IAE V2527-A5		V12523		V12525					Greece
96		3066	Airbus A320-200	IAE V2527-A5		V12538		V12553					Greece
97		3074	Airbus A320-200	IAE V2527-A5		V12546		V12555					Greece
98		3462	Airbus A321-200	IAE V2533-A5		V12902		V12904					Greece
99		3527	Airbus A321-200	IAE V2533-A5		V12923		V12946					Greece
100		822	Airbus A330-200	Pratt & Whitney PW4168A		P733621		P733622					Italy
101		811	Airbus A330-200	CF6-80E1-A3		811404		811406					The Netherlands
102		29399	Boeing B777-200ER	GE90-94B		900459		900461					The Netherlands
103		32705	Boeing B777-200ER	GE90-94B		900456		900457					The Netherlands
104		32720	Boeing B777-200ER	GE90-94B		900478		900480					The Netherlands
105		32721	Boeing B777-200ER	GE90-94B		900499		900500					The Netherlands
106		35295	Boeing B777-200ER	GE90-94B		900491		900492					The Netherlands
107		3614	Airbus A319-100	IAE V2524-A5		V13014		V13016					Aruba
108		3484	Airbus A320-200	IAE V2527-A5		V12913		V12918					Aruba
109		3519	Airbus A320-200	IAE V2527-A5		V12949		V12953					Aruba

SECTION C: SUPPLEMENTAL NON-TREATY POOL AIRCRAFT

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
110		30658	Boeing B737-800	CFM56-7B26		890450		890451			Australia
111		30665	Boeing B737-800	CFM56-7B26		890690		890691			Australia
112		32798	Boeing B737-800	CFM56-7B26		890765		890766			Australia

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine	Engine	Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3	MSN 4	Registration
113		3446	Airbus A320-200	CFM56-5B4/3		697693		697695			Bermuda
114		3473	Airbus A320-200	CFM56-5B4/3		697697		697721			Bermuda
115		3490	Airbus A320-200	CFM56-5B4/3		697750		697751			Bermuda
116		3494	Airbus A320-200	CFM56-5B4/3		697758		697759			Bermuda
117		1874	Airbus A320-200	CFM56-5B4/P		575483		575487			Canada
118		35298	Boeing B777-300ER	GE90-115BG02		906315		906316			Canada
119		35784	Boeing B777-300ER	GE90-115BG02		906641		906642			Canada
120		3361	Airbus A320-200	CFM56-5B4/3		697512		697591			Cayman Islands
121		3396	Airbus A320-200	CFM56-5B4/3		697619		697620			Cayman Islands
122		3425	Airbus A320-200	CFM56-5B4/3		697655		697660			Cayman Islands
123		3475	Airbus A320-200	CFM56-5B4/3		697727		697731			Cayman Islands
124		505	Airbus A330-200	Rolls Royce TRENT 772B-60		41239		41240			Cyprus
125		526	Airbus A330-200	Rolls Royce TRENT 772B-60		41257		41259			Cyprus
126		30654	Boeing B737-800	CFM56-7B27		890387		890388			Cyprus
127		30671	Boeing B737-800	CFM56-7B27		890411		890413			Cyprus
128		32796	Boeing B737-800	CFM56-7B27		890337		890338			Cyprus
129		33699	Boeing B737-800	CFM56-7B27		890398		891414			Cyprus
130		2124	Airbus A319-100	CFM56-5B6/2P		575927		575928			Finland
131		1913	Airbus A320-200	CFM56-5B4/2P		575913		575914			Finland
132		2065	Airbus A320-200	CFM56-5B4/2P		575919		575922			Finland
133		1978	Airbus A321-200	CFM56-5B3/2P		575920		575921			Finland
134		2208	Airbus A321-200	CFM56-5B3/2P		575929		575930			Finland
135		679	Airbus A330-300	Rolls Royce TRENT 772-60		41340		41341			Hong Kong
136		581	Airbus A330-300	Rolls Royce TRENT 772B-60		41188		41288			Hong Kong
137		692	Airbus A330-300	Rolls Royce TRENT 772B-60		41348		41349			Hong Kong
138		716	Airbus A330-300	Rolls Royce TRENT 772B-60		41357		41358			Hong Kong
139		741	Airbus A330-300	Rolls Royce TRENT 772B-60		41380		41381			Hong Kong
140		786	Airbus A330-300	Rolls Royce TRENT 772B-60		41417		41418			Hong Kong
141		35274	Boeing B737-800	CFM56-7B24/3		896420		897396			Hong Kong
142		35276	Boeing B737-800	CFM56-7B24/3		896513		896514			Hong Kong
143		35285	Boeing B737-800	CFM56-7B24/3		896958		896961			Hong Kong
144		34432	Boeing B777-300ER	GE90-115BG04		906373		906382			Hong Kong
145		35299	Boeing B777-300ER	GE90-115BG04		906354		906381			Hong Kong
146		35300	Boeing B777-300ER	GE90-115BG02		906432		906433			Hong Kong
147		35301	Boeing B777-300ER	GE90-115BG04		906474		906475			Hong Kong
148		3428	Airbus A319-100	IAE V2524-A5		V12867		V12871			Jordan
149		3685	Airbus A319-100	IAE V2524-A5		V13066		V13068			Jordan
150		2793	Airbus A321-200	IAE V2533-A5		V12305		V12307			Jordan
151		3458	Airbus A321-200	IAE V2533-A5		V12892		V12894			Jordan
152		3522	Airbus A321-200	IAE V2533-A5		V12931		V12933			Jordan
153		2113	Airbus A319-100	CFM56-5B5/P		575724		575725			Malta
154		2122	Airbus A319-100	CFM56-5B5/P		575732		575740			Malta
155		2186	Airbus A319-100	CFM56-5B5/P		575765		575769			Malta
156		2332	Airbus A319-100	CFM56-5B5/P		577137		577138			Malta
157		2382	Airbus A319-100	CFM56-5B5/P		577172		577184			Malta
158		2142	Airbus A320-200	CFM56-5B4/P		575701		575703			Malta
159		2189	Airbus A320-200	CFM56-5B4/P		575790		575792			Malta
160		2291	Airbus A320-200	CFM56-5B4/P		577104		577114			Malta

			Airframe
	Airframe		Manufacturer and	Engine Manufacturer and	Engine		Engine		Engine		Engine		Country of
#	MSN		Model	Model	MSN 1		MSN 2		MSN 3		MSN 4		Registration
161		2665	Airbus A320-200	CFM56-5B4/P		577469		577470					Malta
162		3056	Airbus A320-200	CFM56-5B4/P		697159		697160					Malta
163		2768	Airbus A320-200	CFM56-5B4/P		577580		577581					Malta
164		3068	Airbus A320-200	CFM56-5B4/P		697157		697158					Malta
165		2085	Airbus A320-200	IAE V2527-A5		V11524		V11531					New Zealand
166		2173	Airbus A320-200	IAE V2527-A5		V11634		V11636					New Zealand
167		2594	Airbus A320-200	IAE V2527-A5		V12087		V12089					New Zealand
168		29401	Boeing B777-200ER	Rolls Royce TRENT 895-17		51485		51486					New Zealand
169		29403	Boeing B777-200ER	Rolls Royce TRENT 895-17		51504		51508					New Zealand
170		29404	Boeing B777-200ER	Rolls Royce TRENT 895-17		51477		51478					New Zealand
171		32712	Boeing B777-200ER	Rolls Royce TRENT 895-17		51489		51490					New Zealand
172		2761	Airbus A320-200	CFM56-5B4/P		577572		577573					Spain
173		2785	Airbus A320-200	CFM56-5B4/P		577594		577596					Spain
174		2794	Airbus A320-200	CFM56-5B4/P		577621		577625					Spain
175		2798	Airbus A320-200	CFM56-5B4/P		577623		577626					Spain
176		2962	Airbus A320-200	CFM56-5B4/P		577815		577818					Spain
177		2988	Airbus A320-200	CFM56-5B4/P		577851		577852					Spain
178		3083	Airbus A320-200	CFM56-5B4/P		697193		697198					Spain
179		3321	Airbus A320-200	CFM56-5B4/3		697532		697537					Spain
180		3529	Airbus A320-200	CFM56-5B4/3		697781		697782					Spain
181		814	Airbus A330-200	CF6-80E1-A4B		811407		811408					Spain
182		725	Airbus A330-300	CF6-80E1-A4		811349		811350					Taiwan
183		2389	Airbus A319-100	IAE V2522-A5		V11855		V11856					United Kingdom
184		2429	Airbus A319-100	IAE V2522-A5		V11877		V11887					United Kingdom
185		2694	Airbus A319-100	IAE V2522-A5		V12188		V12198					United Kingdom
186		2697	Airbus A319-100	IAE V2522-A5		V12206		V12208					United Kingdom
187		2720	Airbus A319-100	IAE V2522-A5		V12236		V12238					United Kingdom
188		706	Airbus A340-600	Rolls Royce TRENT 556-61		71342		71343		71344		71363	United Kingdom
189		723	Airbus A340-600	Rolls Royce TRENT 556-61		71362		71364		71365		71369	United Kingdom
190		30687	Boeing B737-700	CFM56-7B24		894609		894610					United Kingdom
191		30710	Boeing B737-700	CFM56-7B24		894464		894467					United Kingdom
192		30040	Boeing B737-800	CFM56-7B27		892344		892346					United Kingdom
193		32841	Boeing B737-800	CFM56-7B27		893370		893371					United Kingdom
194		625	Airbus A330-200	Rolls Royce TRENT 772B-60		41296		41297					Yemen
195		632	Airbus A330-200	Rolls Royce TRENT 772B-60		41303		41304					Yemen
196		30730	Boeing B737-800	CFM56-7B27/3		894901		895884					Yemen

Schedule E

[attached]

SCHEDULE 3.19(d)
AMENDED AND RESTATED CREDIT AGREEMENT

LEASES

*

A320-200 aircraft bearing serial number 3066

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3074

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3462

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

A321-200 aircraft bearing serial number 3527

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

A320-200 aircraft bearing serial number 3033

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28689

Aircraft Lease Agreement, dated as of August 18, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-200ER aircraft bearing serial number 28692

Aircraft Lease Agreement, dated as of July 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33792

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33791

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33786

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 28262

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 29363

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 33787

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 3484

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

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

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

A320-200 aircraft bearing serial number 3519

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

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

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

A319-100 aircraft bearing serial number 3614

Aircraft Lease Agreement, dated as of July 25, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

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

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

*

B777-200ER aircraft bearing serial number 29402

Aircraft Lease Agreement, dated as of May 07, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35782

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 35783

Aircraft Lease Agreement, dated as of September 20, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1874

Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35298

Aircraft Lease Agreement, dated as of March 31, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35784

Aircraft Lease Agreement, dated as of November 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 814

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2768

Aircraft Lease Agreement, dated as of August 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 3068

Aircraft Lease Agreement, dated as of September 19, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 3056

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2665

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2291

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2189

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2382

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2332

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2186

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2122

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2113

Aircraft Lease Agreement, dated as of March 31, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2142

Aircraft Lease Agreement, dated as of January 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 2594

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32712

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29404

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 2085

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29401

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2173

Aircraft Lease Agreement, dated as of October 30, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29403

Aircraft Lease Agreement, dated as of August 20, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30662

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30663

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A321-200 aircraft bearing serial number 2793

Aircraft Lease Agreement, dated as of March 29, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3522

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3685

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3428

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3458

Aircraft Lease Agreement, dated as of February 15, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2389

Aircraft Lease Agreement, dated as of October 17, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2429

Aircraft Lease Agreement, dated as of December 12, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2694

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

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2697

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

A319-100 aircraft bearing serial number 2720

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

*

A330-300 aircraft bearing serial number 679

Aircraft Lease Agreement, dated as of March 15, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35301

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35300

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 34432

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35299

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-300 aircraft bearing serial number 725

Aircraft Lease Agreement, dated as of December 16, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1866

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1872

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1882

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 1925

Aircraft Lease Agreement, dated as of April 19, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-200ER aircraft bearing serial number 28678

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 28679

Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-200 aircraft bearing serial number 505

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 526

Aircraft Lease Agreement, dated as of May 30, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B777-300 aircraft bearing serial number 28687

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 29396

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32697

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300 aircraft bearing serial number 32699

Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 462

Aircraft Lease Agreement, dated as of April 21, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300 aircraft bearing serial number 29395

Aircraft Lease Agreement, dated as of September 18, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30654

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30671

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32796

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 33699

Aircraft Lease Agreement, dated as of November 16, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 822

Aircraft Lease Agreement, dated as of November 02, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of November 02, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A319-100 aircraft bearing serial number 2124

Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 2208

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2065

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 1978

Aircraft Lease Agreement, dated as of September 28, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1913

Aircraft Lease Agreement, dated as of February 12, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 2198

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2209

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 2236

Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30687

Aircraft Lease Agreement, dated as of October 12, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30040

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 32841

Aircraft Lease Agreement, dated as of August 03, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-700 aircraft bearing serial number 30710

Aircraft Lease Agreement, dated as of January 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A319-100 aircraft bearing serial number 1901

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 529

Aircraft Lease Agreement, dated as of July 30, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A319-100 aircraft bearing serial number 1884

Aircraft Lease Agreement, dated as of July 03, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 35274

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35276

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 35285

Aircraft Lease Agreement, dated as of April 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 716

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 741

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 692

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A330-300 aircraft bearing serial number 581

Aircraft Lease Agreement, dated as of March 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-300 aircraft bearing serial number 786

Aircraft Lease Agreement, dated as of March 12, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-700 aircraft bearing serial number 30037

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

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

B737-700 aircraft bearing serial number 30727

Aircraft Lease Agreement, dated as of April 08, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 1452

Aircraft Lease Agreement, dated as of May 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 1156

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A320-200 aircraft bearing serial number 1398

Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A330-200 aircraft bearing serial number 811

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 35295

Aircraft Lease Agreement, dated as of December 20, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32721

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 29399

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32720

Aircraft Lease Agreement, dated as of March 17, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-200ER aircraft bearing serial number 32705

Aircraft Lease Agreement, dated as of January 10, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A330-200 aircraft bearing serial number 739

Aircraft Lease Agreement, dated as of May 04, 2005 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of May 04, 2005 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

A330-200 aircraft bearing serial number 911

Aircraft Lease Agreement, dated as of September 28, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 28, 2006 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.

*

B737-800 aircraft bearing serial number 30039

Aircraft Lease Agreement, dated as of April 28, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30675

Aircraft Lease Agreement, dated as of June 20, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

B737-800 aircraft bearing serial number 30032

Aircraft Lease Agreement, dated as of August 02, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30689

Aircraft Lease Agreement, dated as of September 15, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B737-800 aircraft bearing serial number 30332

Aircraft Lease Agreement, dated as of April 15, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 28237

Aircraft Lease Agreement, dated as of February 05, 2009 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

*

A320-200 aircraft bearing serial number 3425

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3475

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3361

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

A320-200 aircraft bearing serial number 3396

Aircraft Lease Agreement, dated as of September 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of September 24, 2007 between ILFC Cayman LTD, as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of September 24, 2007 between International Lease Finance Corporation, as Lessee, and ILFC Cayman LTD, as Lessor.

*

B737-700 aircraft bearing serial number 30649

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30652

Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B737-800 aircraft bearing serial number 30721

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

B737-800 aircraft bearing serial number 35272

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

B737-800 aircraft bearing serial number 35284

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	B737-800 aircraft bearing serial number 35287
	Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	B737-800 aircraft bearing serial number 30033
	Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	B737-800 aircraft bearing serial number 30643
	Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	A319-100 aircraft bearing serial number 2784
	Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.
	Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.
	Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.
	A319-100 aircraft bearing serial number 2797
	Aircraft Lease Agreement, dated as of September 5, 2008 (as amended and supplemented), between Banque AIG, as Lessor, and *, as Lessee.
	Lease Novation, dated as of August 21, 2009, among Banque AIG, as Existing Lessor, ILFC France S.A.R.L., as New Lessor, and *, as Lessee.
	Aircraft Headlease Agreement, dated as of August 21, 2009, between ILFC France S.A.R.L., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

A320-200 aircraft bearing serial number 3446

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3494

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3473

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.

A320-200 aircraft bearing serial number 3490

Aircraft Lease Agreement, dated as of April 12, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

Aircraft Headlease Agreement, dated as of April 12, 2007 between ILFC (Bermuda) III Ltd., as Lessee, and International Lease Finance Corporation, as Lessor.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	Intermediate Lease Agreement, dated as of April 12, 2007 between International Lease Finance Corporation, as Lessee, and ILFC (Bermuda) III Ltd., as Lessor.
*
	A330-200 aircraft bearing serial number 503
	Aircraft Lease Agreement, dated as of August 8, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.
	B747-400 aircraft bearing serial number 32867
	Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and * as Lessee.
	A320-200 aircraft bearing serial number 1924
	Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 1949
	Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	B747-400 aircraft bearing serial number 32868
	Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A330-200 aircraft bearing serial number 519
	Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3399

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3372

Aircraft Lease Agreement, dated as of December 14, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 2279

Aircraft Lease Agreement, dated as of October 07, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3419

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3401

Aircraft Lease Agreement, dated as of September 27, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 35297

Aircraft Lease Agreement, dated as of September 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3441

Aircraft Lease Agreement, dated as of June 01, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

A321-200 aircraft bearing serial number 3098

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A319-100 aircraft bearing serial number 3065

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A321-200 aircraft bearing serial number 3051

Aircraft Lease Agreement, dated as of December 16, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2721

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A320-200 aircraft bearing serial number 2705

Aircraft Lease Agreement, dated as of July 21, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32869

Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32724

Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

B777-300ER aircraft bearing serial number 32711

Aircraft Lease Agreement, dated as of September 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400ERF aircraft bearing serial number 32870

Aircraft Lease Agreement, dated as of September 17, 2001 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32850

Aircraft Lease Agreement, dated as of March 07, 2002 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32852

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B747-400 aircraft bearing serial number 32871

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 584

Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

B777-300ER aircraft bearing serial number 32725

Aircraft Lease Agreement, dated as of July 01, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	A319-100 aircraft bearing serial number 2213
	Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A319-100 aircraft bearing serial number 2228
	Aircraft Lease Agreement, dated as of August 14, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	B777-300ER aircraft bearing serial number 32723
	Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	B737-700 aircraft bearing serial number 30677
	Aircraft Lease Agreement, dated as of October 21, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	B767-300 aircraft bearing serial number 29390
	Aircraft Lease Agreement, dated as of December 13, 2006 (as amended and supplemented), between ILFC Ireland Limited, as Lessor, and *, as Lessee.
	Aircraft Headlease Agreement, dated as of December 13, 2006 between ILFC Ireland Limited, as Lessee, and International Lease Finance Corporation, as Lessor.
*
	B737-700 aircraft bearing serial number 30717
	Aircraft Lease Agreement, dated as of July 13, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

	A320-200 aircraft bearing serial number 1110
	Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A319-100 aircraft bearing serial number 1223
	Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A319-100 aircraft bearing serial number 1281
	Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A319-100 aircraft bearing serial number 1463
	Aircraft Lease Agreement, dated as of February 01, 2000 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	A340-600 aircraft bearing serial number 706
	Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A340-600 aircraft bearing serial number 723
	Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	B737-800 aircraft bearing serial number 30658
	Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	B737-800 aircraft bearing serial number 30665
	Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	B737-800 aircraft bearing serial number 32798
	Aircraft Lease Agreement, dated as of May 08, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	A320-200 aircraft bearing serial number 2798
	Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 3529
	Aircraft Lease Agreement, dated as of March 30, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 3321
	Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 3083
	Aircraft Lease Agreement, dated as of February 17, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 2962
	Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

	A320-200 aircraft bearing serial number 2794
	Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 2785
	Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 2761
	Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	A320-200 aircraft bearing serial number 2988
	Aircraft Lease Agreement, dated as of April 22, 2005 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	A330-200 aircraft bearing serial number 635
	Aircraft Lease Agreement, dated as of December 16, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
	B737-800 aircraft bearing serial number 35279
	Aircraft Lease Agreement, dated as of May 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.
*
	B737-800 aircraft bearing serial number 30724
	Aircraft Lease Agreement, dated as of January 24, 2007 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

*

B737-800 aircraft bearing serial number 30730

Aircraft Lease Agreement, dated as of December 11, 2006 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 625

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

A330-200 aircraft bearing serial number 632

Aircraft Lease Agreement, dated as of August 03, 2003 (as amended and supplemented), between International Lease Finance Corporation, as Lessor, and *, as Lessee.

* Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

EX-12

EXHIBIT 12

INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

AND PREFERRED STOCK DIVIDENDS

(Unaudited)

	Years Ended December 31,
	2009			2008			2007			2006			2005
	(Dollars in thousands)
Earnings
Net income	$	895,629		$	703,125		$	604,366		$	499,267		$	438,349
Add:
Provision for income taxes		500,538			391,596			310,519			216,840			235,834
Fixed charges		1,379,141			1,606,610			1,653,288			1,520,777			1,221,671
Less:
Capitalized interest		(10,360	)		(26,597	)		(37,192	)		(48,038	)		(54,097	)
Earnings as adjusted (A)	$	2,764,948		$	2,674,734		$	2,530,981		$	2,188,846		$	1,841,757
Preferred dividend requirements	$	3,830		$	5,227		$	5,346		$	5,421		$	4,650
Ratio of income before provision for income taxes to net income		156	%		156	%		151	%		143	%		154	%
Preferred dividend factor on pretax basis		5,975			8,154			8,072			7,752			7,161
Fixed charges
Interest expense		1,365,490			1,576,664			1,612,886			1,469,650			1,164,432
Capitalized interest		10,360			26,597			37,192			48,038			54,097
Interest factor of rents		3,291			3,349			3,210			3,089			3,142
Fixed charges as adjusted (B)		1,379,141			1,606,610			1,653,288			1,520,777			1,221,671
Fixed charges and preferred stock dividends (C)		1,385,116			1,614,764			1,661,360			1,528,529			1,228,832
Ratio of earnings to fixed charges ((A) divided by (B))		2.00x			1.66x			1.53x			1.44x			1.51x
Ratio of earnings to fixed charges and preferred stock dividends ((A) divided by (C))		2.00x			1.66x			1.52x			1.43x			1.50x

90

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-161192) of International Lease Finance Corporation of our reports dated February 28, 2010 relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

/s/  PricewaterhouseCoopers LLP
Los Angeles, California

March 1, 2010

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, John L. Plueger, certify that:

1. I have reviewed this annual report on Form 10-K 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 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: March 1, 2010

/s/  John L. Plueger

John L. Plueger

Acting Chief Executive Officer,

President and Chief Operating Officer

91

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Alan H. Lund, certify that:

1. I have reviewed this annual report on Form 10-K 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 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: March 1, 2010

/s/  Alan H. Lund

Alan H. Lund

Vice Chairman and Chief Financial Officer

92

EX-32.1

EXHIBIT 32.1

WRITTEN STATEMENT

PURSUANT TO

18 U.S.C. SECTION 1350

Each of the undersigned, JOHN L. PLUEGER, the ACTING CHIEF EXECUTIVE OFFICER, PRESIDENT AND CHIEF OPERATING 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 Annual Report on Form 10-K for the year ended December 31, 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: March 1, 2010

/s/  John L. Plueger

John L. Plueger

Dated: March 1, 2010

/s/  Alan H. Lund

Alan H. Lund

93