Supplemental Agreement No. 1
to
Purchase Agreement No. 1916
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 777-200 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 9th day of
February, 1998, by and between THE BOEING COMPANY, a Delaware
corporation (Boeing), and International Lease Finance Corporation,
a corporation with its principal office in the City of Los Angeles,
State of California, (Buyer);
W I T N E S S E T H:
-------------------
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1916 dated June 24, 1996, relating to Boeing Model 777-200
aircraft (the Agreement) and
WHEREAS, the parties desire to supplement the Agreement as
hereinafter set forth, to (i) recalculate the Advance Payment
Base Prices for all Aircraft as defined in Article 3.4.2. of the
Agreement, (ii) revise the engine allocations for the * and *
Aircraft and (iii) add previously executed letter agreements
6-1162-JDR-267R1, 6-1162-SSM-435 and 6-1162-SSM-482, as well
as certain additional changes as set forth herein,
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
1. The Table of Contents is deleted in its entirety and
is replaced by a new Table of Contents. Such revised Table of
Contents is attached hereto and incorporated into the Agreement
by this reference.
2. Table 1 to the Purchase Agreement entitled "Aircraft
Deliveries and Descriptions," is deleted in its entirety and
is replaced by a new Table 1 reflecting (i) the recalculation
of the Advance Payment Base Prices for all Aircraft, (ii)
installation of Rolls Royce engines in lieu of Xxxxx and Xxxxxxx
engines in the * Aircraft and (iii) installation of Xxxxx and
Whitney engines in lieu of Rolls Royce engines on the * Aircraft.
Such revised Table 1 is attached hereto and incorporated into
the Agreement by this reference.
3. Previously executed Letter Agreement No. 6-1162-JDR-267R1,
entitled "Certain Contractual Matters", supersedes and replaces
Letter Agreement No. 6-1162-JDR-267 in its entirety and is
incorporated into the Agreement by this reference. Letter
Agreement No. 6-1162-JDR-267R1 * the amount that the airframe
credit memoranda for the * will be * in accordance with paragraph
1.1.1 and clarifies the application of credit memoranda to
operational weight increases.
4. Previously executed Letter Agreement No. 6-1162-SSM-435,
entitled " * Matters", supersedes and replaces Letter Agreement No.
6-1162-JDR-273 in its entirety and is incorporated into the
Agreement by this reference.
5. Previously executed Letter Agreement No. 6-1162-SSM-482,
entitled " * Operator Matters - Model 737, 747, 757, 767, 777
Aircraft", supersedes and replaces Letter Agreement No.
6-1162-JDR-271 in its entirety and is incorporated into the
Agreement by this reference.
6. Boeing and Buyer agree that the terms and conditions
of Letter Agreement No. 1916-1, shall apply to this Supplemental
Agreement No. 1 and related letter agreements.
The Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ X.X. XXXXXXXX BY: /s/ XXXXXX XXXXX
----------------------- ---------------------------
Its: Attorney-In-Fact Its: Dir - Marketing
---------------------- ---------------------------
TABLE OF CONTENTS
Page SA
Number Number
------ ------
ARTICLES
1. Subject Matter of Sale. . . . . . . . . . . .1-1
2. Delivery, Title and Risk
of Loss . . . . . . . . . . . . . . . . . . .2-1
3. Price of Aircraft . . . . . . . . . . . . . .3-1
4. Taxes . . . . . . . . . . . . . . . . . . . .4-1
5. Payment . . . . . . . . . . . . . . . . . . .5-1
6. Excusable Delay . . . . . . . . . . . . . . .6-1
7. Changes to the Detail
Specification . . . . . . . . . . . . . . . .7-1
8. Federal Aviation Requirements and
Certificates and Export License . . . . . . .8-1
9. Representatives, Inspection,
Flights and Test Data . . . . . . . . . . . .9-1
10. Assignment, Resale or Lease. . . . . . . . .10-1
11. Termination for Certain Events . . . . . . .11-1
12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance . . . . . . . . . . . . . . ..12-1
13. Buyer Furnished Equipment and
Spare Parts . . . . . . . . . . . . . . . ..13-1
14. Contractual Notices and Requests . . . . . 14-1
15. Miscellaneous. . . . . . . . . . . . . . . .15-1
TABLES
1. Aircraft Deliveries and
Descriptions. . . . . . . . . . . . . . . . .S-1 SA-1
/TABLE
TABLE OF CONTENTS
SA
Number
---------
EXHIBITS
---------
A Aircraft Configuration . . . . . . . . . . . .
B Product Assurance Document . . . . . . . . . .
C Customer Support Document. . . . . . . . . . .
D Price Adjustments Due to
Economic Fluctuations -
Airframe and Engines. . . . . . . . . . . . . .
E Buyer Furnished Equipment
Provisions Document . . . . . . . . . . . . . .
F Defined Terms Document . . . . . . . . . . . .
LETTER AGREEMENTS
-----------------
1916-1 Disclosure of Confidential
Information . . . . . . . . . . . . . . . .
1916-2 Waiver of Aircraft Demonstration
Flights . . . . . . . . . . . . . . . . . .
1916-3 Seller Purchased Equipment. . . . . . . . .
1916-4 Spare Parts Support for Flight
Training. . . . . . . . . . . . . . . . . .
1916-5 Promotional Support . . . . . . . . . . . .
1916-6 Configuration Decision Matters. . . . . . .
1916-7 Price Adjustment on Rolls-Royce
Engines . . . . . . . . . . . . . . . . . .
TABLE OF CONTENTS
SA
Number
------
RESTRICTED LETTER AGREEMENTS
----------------------------
6-1162-JDR-266 Aircraft Performance
Guarantees . . . . . . . . . . .
6-1162-JDR-267R1 Certain Contractual
Matters. . . . . . . . . . . . . XX-0
0-0000-XXX-000 Xxxxxxx Payment Matters . . . . .
6-1162-JDR-269 Aircraft Configuration
Matters. . . . . . . . . . . . . .
0-0000-XXX-000 Xxxxxx Matters. . . . . . . . . .
6-1162-JDR-271 * Operator Matters -
SUPERSEDED . . . . . . . . . . . . XX-0
0-0000-XXX-000 Xxxxxxxx Schedule Matters . . . .
6-1162-JDR-273 * Matters - SUPERSEDED. . . . . . XX-0
0-0000-XXX-000 Xxxxxxxxxxxxx Matters . . . . . .
6-1162-JDR-275 Option Aircraft . . . . . . . . .
6-1162-JDR-276 Assignment of Rights, * and *
Matters. . . . . . . . . . . . . .
6-1162-SSM-435 * Matters . . . . . . . . . . . . SA-1
6-1162-SSM-482 * Operator Matters - Model
737, 747, 757, 767, 777
Aircraft . . . . . . . . . . . . . SA-1
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
Table 1 to
Purchase Agreement
Aircraft Deliveries and Descriptions
Model 777 Aircraft
Article Article
Base 3.2 3.4
Month/ Air- Aircraft Advance
Year Quantity/ Detail frame Special Engine Basic Payment
of Model Specification Exhibit Price Features Price Price Base
Delivery Aircraft No. and Date Number (*) (*) (*) (*) Price
-------- -------- ------------- ------- ---- -------- ------ -------- ------
* One(1)/ D019W004-ILF- A-3 * * * * *
777-200 3,Rev New RR
* One(1)/ D019W004-ILF- A-2 * * * * *
777-200 2,Rev New PW
* One(1)/ D019W004-ILF- A-3 * * * * *
777-200 3,Rev New RR
* One(1)/ D019W004-ILF- A-2 * * * * *
777-200 2,Rev New PW
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-2 * * * * *
777-200 2,Rev New PW
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-3 * * * * *
777-200 3,Rev New RR
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
Table 1 to
Purchase Agreement
Aircraft Deliveries and Descriptions
Model 777 Aircraft
Article Article
Base 3.2 3.4
Month/ Air- Aircraft Advance
Year Quantity/ Detail frame Special Engine Basic Payment
of Type of Specification Exhibit Price Features Price Price Base
Delivery Aircraft No. and Date Number (*) (*) (*) (*) Price
-------- -------- ------------- ------- ---- -------- ------ -------- ------
* One(1)/ D019W004-ILF- A-2 * * * * *
777-200 2,Rev New PW
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-3 * * * * *
777-200 3,Rev New RR
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
* One(1)/ D019W004-ILF- A-1 * * * * *
777-200 1,Rev New GE
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
[LETTERHEAD TO BOEING COMMERCIAL AIRPLANE GROUP]
Subject: * Matters
Reference: Purchase Agreements No. 2077, 2078, 2079, 2080,
2081 (The Purchase Agreements) and Purchase
Agreements No. 1768, 1769, 1770, 1771, 1772,
1829, 1830 And 1916 (the Previous Purchase
Agreements) between the Boeing Company (Boeing)
and International Lease Finance Corporation
(Customer) relating to Model 737, 747, 757, 767,
777 Aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreements and the
Previous Purchase Agreements between the Boeing Company (Boeing)
and International Lease Finance Corporation (Customer) relating
to Model 737, 747, 757, 767, 777 Aircraft (the Aircraft).
All terms used and not defined in this Letter Agreement, shall
have the same meaning as in the Purchase Agreement.
1. *
1.1 *
1.2 *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-534 Page 2
1.2.1 *
1.2.2 *
1.2.3 *
1.2.4 *
1.2.5 *
2. *
2.1 *
2.2 *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-435 Page 3
2.3 *
2.4 *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-435 Page 4
3. *
3.1 *
3.2 *
3.3 *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-435 Page 5
3.4 *
4. *
5. *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-435 Page 6
6. Confidentiality.
Customer understands that certain commercial and
financial information contained in this Letter Agreement are
considered by Boeing as confidential. Customer agrees that it
will treat this Letter Agreement and the information contained
herein as confidential and will not, without the prior written
consent of Boeing, disclose this Letter Agreement or any
information contained herein to any other person or entity.
Very truly yours,
THE BOEING COMPANY
BY /s/ XXXXX XXXXXX
-----------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: November 17, 1997
INTERNATIONAL LEASE FINANCE CORPORATION
BY /s/ X.X. XXXXXX
-----------------------
X.X. Xxxxxx
Its Senior Vice President
[LETTERHEAD TO BOEING COMMERCIAL AIRPLANE GROUP]
6-1162-JDR-267R1
International Lease Finance Corporation
1999 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-JDR-267R1 to
Purchase Agreement No. 1916 - Certain Contractual
Matters
Gentlemen:
This Letter Agreement supersedes and replaces Letter Agreement
6-1162-JDR-267 dated June 24, 1996.
This Letter Agreement amends Purchase Agreement No. 1916 (The
Agreement) between the Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 777 aircraft
(the Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Agreement.
1. Credit Memoranda.
----------------
1.1 Airframe Credits - Aircraft. In consideration
of the purchase of the Aircraft, Boeing will issue a credit
memorandum for each Aircraft at the time of delivery in an amount
determined by *
1.1.1 Reduction of Certain Credit Memoranda
Amounts. The amount of each such credit memorandum to be issued
for the Aircraft scheduled for delivery in *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 2
will be reduced by * at *.
1.1.2 Revised Delivery Schedule. Either
pursuant to the Agreement or by mutual agreement between Boeing
and Buyer, in the event the scheduled month of delivery of any
Aircraft is revised or Model 737 aircraft are substituted for one
Aircraft such that the Affected Aircraft scheduled months of
delivery are revised from those identified in paragraph 1.1.1
herein and/or the Affected Aircraft are no longer the initial
eight Aircraft delivered under the Agreement, Boeing and Buyer
agree (i) that the reduction in credit memorandum will apply to
each of the initial eight Aircraft to be delivered under the
Agreement and (ii) the amount of the credit memorandum reduction
for each of the initial eight Aircraft will be recalculated such
that the net present value of the reductions for the initial
eight Aircraft to be delivered under the revised delivery
schedule is equal to the net present value of the reductions for
the Affected Aircraft, as defined in paragraph 1.1.1 herein.
1.2 *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 3
1.4 Application of Credit Memoranda. Such credit
memoranda may be utilized by Buyer for the purchase of * or
applied against the balance of the purchase price of the Aircraft
for which such credit is issued, * but may not be used for the
purchase of other aircraft or application against advance
payments for any Aircraft.
1.5 Engine Thrust Changes. As shown in Attachment B
to Letter Agreement No. 6-1162-JDR-269, for engines from the same
manufacturer, *. In the event Boeing revises its pricing policy
for other Model 777 engine thrust increases such that the price
for increasing engine thrust in production for engines from the
same manufacturer includes an airframe component and Buyer
subsequently elects to increase the engine thrust of any Aircraft
prior to delivery for engines from the same manufacturer, *.
1.6 *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 4
2. Cooperative Marketing Agreement.
-------------------------------
It is recognized by Boeing and Buyer that Buyer may, from
time to time, require assistance from Boeing in product-related
areas such as sales presentations, route analysis and similar
activities in order to successfully market the Aircraft. Boeing
agrees to cooperate with Buyer in the above-mentioned activities
for the period commencing on the date of execution of the
Purchase Agreement and ending on the later of December 31, 2004,
or at delivery of the last Aircraft, unless earlier termination
is mutually agreed. Boeing further agrees to meet with Buyer
from time to time during such period to review sales campaigns of
mutual interest.
The above cooperative marketing agreement is subject to the
following conditions:
(i) all financial transactions and any lease-related
incentives to be provided by Buyer to its lessees shall be the
sole responsibility of Buyer and Boeing's financial commitments
in support of any transaction involving any Aircraft shall be
limited to the business arrangements between Boeing and Buyer set
forth in the Purchase Agreement for any such Aircraft unless
otherwise specifically agreed to by Boeing and Buyer and included
in the Purchase Agreement by written amendment; and
(ii) Nothing contemplated in this paragraph 2 shall in
any way restrict either party from pursuing those independent
sales activities which either considers in its own best interests
without concern for the effects of any such action on the other
party; and
(iii) The cooperation contemplated hereunder shall in
no way require either party to disclose to the
International Lease Finance Corporation
6-1162-JDR-267R1 Page 5
other any data or interests of any customer or potential customer
provided to either party in confidence by that customer or
potential customer or which is proprietary to either party.
Nothing in this paragraph 2 or elsewhere in this Purchase
Agreement shall be deemed to create a joint venture, agency or
other mutual legal relationship between the parties and the sole
relationship of Boeing and Buyer is one of seller and purchaser
of the Aircraft.
*
3. Credit Memorandum *.
--------------------
*
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 6
4. *
5. Improvement of *.
------------------
In consideration of the purchase of the Aircraft, Boeing
will *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 7
An appropriate amendment to the above affected purchase agreement
will be executed by Buyer and Boeing simultaneously with the
Agreement.
6. Application to * Aircraft.
-------------------------
The terms of this Agreement, including amending Letter
Agreements executed simultaneously with the Agreement but
excluding the provisions of paragraphs 1.1 And 1.3 Of this Letter
Agreement, are applicable to *
7. Special Credit Consideration.
----------------------------
In consideration of the purchase of the Aircraft *,
Boeing will issue a special credit memorandum of *. Such credit
memoranda may be utilized by Buyer for the purchase of *.
8. Deletion of Option Aircraft.
---------------------------
In consideration of the purchase of the Aircraft, Boeing
agrees to (i) cancel one Model 757-200 option * and (ii) cancel
one Model 767-300 option *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 8
Appropriate amendments to the above affected purchase agreements
will be executed by Buyer and Boeing simultaneously with the
Agreement.
International Lease Finance Corporation
6-1162-JDR-267R1 Page 9
9. Confidentiality.
----------------
Buyer understands that certain commercial and financial
information contained in this Letter Agreement are considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity, except as
provided in Letter Agreement 1916-1.
Very truly yours,
THE BOEING COMPANY
By /s/ XXXXX XXXXXX
----------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO THIS 17
day of November, 1997
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ X.X. XXXXXX
--------------------
X.X. Xxxxxx
Its Senior Vice President
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
[LETTERHEAD TO BOEING COMMERCIAL AIRPLANE GROUP]
6-1162-SSM-482
International Lease Finance Corporation
1999 Avenue of the Stars, 00xx Xxxxx
Xxx Xxxxxxx, XX 00000
Subject: * Operator Matters - Model 737, 747, 757,
767, 777 Aircraft
Reference: Purchase Agreement Nos. 1768, 1769, 1770, 1771,
1772, 1829, 1830, 1916 (The Purchase Agreements)
between the Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer)
relating to Model 737, 747, 757, 767, 777
aircraft (the Aircraft)
This letter agreement amends the following Purchase
Agreements, as amended, between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to
certain aircraft as listed below (the Aircraft).
Purchase Agreement Aircraft Model Date Executed
------------------ -------------- ------------------
1768 747-400 December 15, 1992
1769 777-200B December 15, 1992
1770 767-300ER December 15, 1992
1771 757-200 December 15, 1992
1772 737-300/-400/-500 December 15, 1992
1829 737-300/-400/-500 June 27, 1995
1830 737-600/-700/-800 June 27, 1995
1916 777-200B June 24, 1996
All terms used and not defined herein shall have the same
meaning as in the Purchase Agreements.
1. *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-482 Page 2
2. *
3. *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-482 Page 3
4. *
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-482 Page 4
5. *
6. Reports.
--------
Boeing agrees to provide quarterly reports to Buyer of
the status of *.
7. Supersedure of Existing Letter Agreements.
-----------------------------------------
The following letter agreements are superseded and
replaced in their entirety by this Letter Agreement.
Letter Agreement No. 6-1162-RLL-470 to PA Nos. 1768,
1769, 1770, 1771 and 1772
Letter Agreement No. 6-1162-KRG-1432 to PA No. 1829
Letter Agreement No. 6-1162-KRG-1447 to PA No. 1830
Letter Agreement No. 6-1162-JDR-271 to PA No. 1916
8. Simultaneous Execution of Certain Agreements.
--------------------------------------------
Considerations provided to Buyer by Boeing in this letter
agreement are conditioned upon simultaneous execution of this
letter agreement, Aircraft General Terms Agreement AGTA-ILF (the
AGTA), Purchase Agreements 2077, 2078, 2079, 2080, 2081, and
associated letter agreements.
__________
* Pursuant to 17 CFR 240.24b-2, confidential information has
been omitted and has been filed separately with the Securities
and Exchange Commission.
International Lease Finance Corporation
6-1162-SSM-482 Page 5
9. Confidentiality. Buyer understands that certain
commercial and financial information contained in this letter
agreement are considered by Boeing as confidential. Buyer agrees
that it will treat this letter agreement and the information
contained herein as confidential and will not, without the prior
written consent of Boeing, disclose this letter agreement or any
information contained herein to any other person or entity.
Very truly yours,
THE BOEING COMPANY
By /s/ XXXXX XXXXXX
----------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: November 17, 1997
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ X.X. XXXXXX
----------------
X.X. Xxxxxx
Its Senior Vice President
