AMENDMENT NO. 1

Exhibit 10.2

EXECUTION COPY

AMENDMENT XX. 0

          XXXXXXXXX XX. 0 dated as of October 13, 2006, between INTERNATIONAL LEASE FINANCE CORPORATION (the “Company”); each of the financial institutions listed on the signature pages hereof (individually, a “Bank” and, collectively, the “Banks”, together with their respective successors and assigns); and CITICORP USA, INC. (herein, in its individual corporate capacity, together with its successors and assigns called “CUSA”), as administrative agent for the Banks (herein, in such capacity, together with its successors and assigns in such capacity, called the “Agent”).

          The Company, the Banks and CUSA, as administrative agent, are parties to a Five-Year Revolving Credit Agreement dated as of October 14, 2005 (the “Credit Agreement”) providing, subject to the terms and conditions thereof, for loans to be made by said Banks to the Company in an aggregate principal amount not exceeding $2,000,000,000. The Company has requested that the Credit Agreement be amended in certain respects and accordingly, the parties hereto hereby agree as follows:

          Section 1. Definitions. Except as otherwise defined in the Credit Agreement, terms defined in the Credit Agreement (as amended hereby) are used herein as defined therein.

          Section 2. Amendments. Subject to the execution and delivery hereof by the Company, the Required Banks and the Agent, the Credit Agreement is amended effective upon such execution and delivery as follows:

          2.01. References in the Credit Agreement to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended by this Amendment No. 1.

          2.02. The definition of “Consolidated Indebtedness” in Section 1.2 of the Credit Agreement is amended to read in its entirety as follows:

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

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          2.03. The definition of “Consolidated Tangible Net Worth” in Section 1.2 of the Credit Agreement is amended to read in its entirety as follows:

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

          2.04. The following definitions be inserted in Section 1.2 of the Credit Agreement:

     “Hybrid Capital Securities” means any hybrid capital securities issued by the Company from time to time whose proceeds are accorded a percentage of equity treatment by one or more Rating Organizations.

     “Hybrid Capital Securities Percentage” means the greater of (i) 50% and (ii) the lowest percentage accorded equity treatment for the Company’s Hybrid Capital Securities among the Rating Organizations, as determined by such Rating Organizations from time to time.

     “Rating Organizations” means the following nationally recognized rating organizations: Xxxxx’x Investor Service, Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc., and Fitch Ratings, Inc.

          2.05. Section 8.8 of the Credit Agreement is deleted.

          2.06. Section 9.1.5 of the Credit Agreement is deleted.

          2.07. Section 9.1.6 of the Credit Agreement is amended to read in its entirety as follows:

     9.1.6. Other Information. From time to time such other information concerning the Company and its Subsidiaries (not including reports and other materials to the extent filed with the Securities and Exchange Commission) as any Bank or the Agent may reasonably request.

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          2.08. Section 11.1.2 of the Credit Agreement is amended to read in its entirety as follows:

     11.1.2. Non-Payment of Other Indebtedness for Borrowed Money. (a) Default in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal of, interest on or fees incurred in connection with any other Indebtedness of, or Guaranteed by, the Company or any Significant Subsidiary (except (i) any such Indebtedness of any Subsidiary to the Company or to any other Subsidiary and (ii) any Indebtedness hereunder) and, if a default in the payment of interest or fees, continuance of such default for five days, in the case of interest, or 30 days, in the case of fees, or (b) default in the performance or observance of any obligation or condition with respect to any such other Indebtedness if the effect of such default (subject to any applicable grace period) is to accelerate the maturity of any such Indebtedness; provided, however, that the aggregate principal amount of all Indebtedness as to which there has occurred any default as described above shall equal or exceed $50,000,000.

          2.09. The Company’s Address for Notice on Schedule III of the Credit Agreement is amended to read in its entirety as follows:

		Company:		Xxxxxx X. Xxxxxx
				00000 Xxxxxxxxxxxxx Xxxx., Xxxxx 0000
				Xxx Xxxxxxx, Xxxxxxxxxx 00000
				Tel: (000) 000-0000
				Fax: (000) 000-0000
				Telex: 69-1400 INTERLEAS BVHL
				Email: xxxxxxxxxxxx@xxxx.xxx

          Section 3. Representations and Warranties. The Company represents and warrants to the Banks and the Agent that (a) the representations and warranties of the Company set forth in Section 8 of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Section 8 to “this Agreement” included reference to this Amendment No. 1 and to the Credit Agreement as amended by this Amendment No. 1 (and the Company agrees that it shall be an Event of Default under Section 11.1.5 of the Credit Agreement if any representation or warranty in this Amendment No. 1 is untrue or misleading in any material respect when made), and (b) as of the date hereof, no Default or Event of Default has occurred and is continuing.

          Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory

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instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be duly executed and delivered as of the day and year first above written.

	INTERNATIONAL LEASE FINANCE CORPORATION
	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Vice Chairman and Chief Financial Officer

	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Senior Vice President and Treasurer

	AGENT CITICORP USA, INC.
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Vice President

	BANKS CITICORP USA, INC.
	By:	/s/ Xxxxx X. Xxxxxxxx
		Name:	Xxxxx X. Xxxxxxxx
		Title:	Vice President

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XXXX XX XXXXXXX, N.A.
 

By:  

Name:  

Title:  

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XXX XXXXXXXX AND COMPANY OF THE BANK OF SCOTLAND
 

By:  

Name:  

Title:  

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	XXXXXX XXXXXX XXXXXX XXXXXXX BRANCH
	By:	/s/ Xxx Xxxxx
		Name:	Xxx Xxxxx
		Title:	Director
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Associate

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	HSBC BANK USA, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Senior Vice President

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	JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Managing Director

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ABN AMRO BANK N.V.
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

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XXXXX XXXXXXXXX XXXXXXX HISPANO, S.A., New York Branch
 

By:  

Name:  

Title:  

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	XXXXXXXX XXXX XXX
	Xx:	/s/ Xxxxxx XxXxxxxx
		Name:	Xxxxxx XxXxxxxx
		Title:	Associate Director

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	XXX XXXXXXX
	By:	/s/ Xxxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxxx X. Xxxxx
		Title:	Vice President
	By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Managing Director

Amendment Xx. 0

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	XXXXXXXX XXXX XX XXX XXXX BRANCH
	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Managing Director

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	XXXXXXX XXXXX BANK USA
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Director

Amendment Xx. 0

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	XXXXXXX XXXXXXXX
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

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	XXX XXXX XX XXXXX-XXXXXXXXXX, LTD., NEW YORK BRANCH
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	/s/ Xxxxxx Xxxxxxxxx
		Title:	Authorized Signatory

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	UBS LOAN FINANCE LLC
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Director Banking Products Services, US

	By:	/s/ Xxxx X. Xxxx
		Name:	Xxxx X. Xxxx
		Title:	Associate Director Banking Products Services, US

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XXXXXXXX XXXX, NATIONAL
ASSOCIATION
 

By:  

Name:  

Title:  

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	XXXXXX XXXXXXXX COMMERCIAL BANK
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Chief Credit Officer

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	XXXXXXXX XXXXXX XXXXXXX CORPORATION
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Joint General Manager

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XXX XXXX XX XXXX XXXXXX
 

By:  

Name:  

Title:  

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XXXX XXXXXX
 

By:  

Name:  

Title:  

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XXXXXX XXX XXXX PLC
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

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UFJ BANK LIMITED
 

By:  

Name:  

Title:  

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XXX XXXX XX XXXXXXXX
 

By:  

Name:  

Title:  

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	XXXXXX XXXXXXXXX XXXX, LTD.
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Senior Vice President

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XXXXXXX HANDELSBANKEN
 

By:  

Name:  

Title:  

By:  

Name:  

Title:  

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	XXX XXXX XX XXX XXXX
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Vice President

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XXXXX XXXX XX XXXXXX
 

By:  

Name:  

Title:  

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	XXXXXXXX XXXXXXXXX XXXX
	By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Syndications, Capital Markets
	By:	/s/ Xxxxxx X. Xxxxxxxxxx
		Name:	Xxxxxx X. Xxxxxxxxxx
		Title:	AVP/Credit Documentation Credit Risk Control Standard Chartered Bank N.Y.

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	XXXXXXXX IMI S.p.A.
	By:	/s/ Xxxxxx Xxxxxxxx
		Name:	Xxxxxx Xxxxxxxx
		Title:	General Manager
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	SVP

Amendment No. 1