INCREMENTAL LENDER ASSUMPTION AGREEMENT

Exhibit 10.4

INCREMENTAL LENDER ASSUMPTION AGREEMENT

April 21, 2011

Citibank, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made herein to the Term Loan Credit Agreement dated as of March 30, 2011 (as amended, restated or otherwise modified from time to time, the “Credit Agreement”), among International Lease Finance Corporation, as an Obligor, Temescal Aircraft Inc., as the Borrower, Park Topanga Aircraft Inc., as an Obligor, Charmlee Aircraft Inc., as an Obligor, Ballysky Aircraft Ireland Limited, as an Obligor, the lenders identified therein, as Lenders, Citibank, N.A., as the Administrative Agent, Citibank, N.A., as Collateral Agent, Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC as joint lead structuring agents and joint lead placement agents, and BNP Paribas as joint placement agent. Capitalized terms not otherwise defined herein, shall have the meaning assigned to such terms in the Credit Agreement.

Pursuant to Section 2.01(c) of the Credit Agreement, from and after the date of this Incremental Lender Assumption Agreement (the “Incremental Effective Date”), KfW IPEX-Bank GmbH (the “Incremental Lender”) shall be bound by the provisions of the Credit Agreement as a Lender thereunder and have the rights and obligations of a Lender thereunder, with an aggregate Commitment equal to $200,000,000.

The Incremental Lender hereby (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Incremental Lender Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of such documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Incremental Lender Assumption Agreement and (iii) it is a Foreign Lender and attached hereto is all documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by it and (b) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

Each Obligor hereby makes to the Incremental Lender each representation and warranty of such Obligor contained in Article 3 of the Credit Agreement and contained in each other Loan Document dated as of a date on or prior to the Incremental Effective Date on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date.

Exhibit A of the Credit Agreement is hereby amended by replacing the contents thereof with the contents of Schedule 1 hereto. Schedule 3.17(a) of the Credit Agreement is hereby amended by replacing the contents thereof with the contents of Schedule 2

hereto. Schedule 3.17(b) of the Credit Agreement is hereby amended by replacing the contents thereof with the contents of Schedule 3 hereto.

This Incremental Lender Assumption Agreement shall be a Loan Document. This Incremental Lender Assumption Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Incremental Lender Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Incremental Lender Assumption Agreement by telecopy shall be effective as delivery of a manually executed counterpart of this Incremental Lender Assumption Agreement. This Incremental Lender Assumption Agreement shall be construed in accordance with and governed by the laws of the State of New York.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has executed this Incremental Lender Assumption Agreement as of the day and year first above written.


TEMESCAL AIRCRAFT INC.
By:	/s/ Xxxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

INTERNATIONAL LEASE FINANCE CORPORATION
By:	/s/ Xxxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxxx X. Xxxxxx
	Title:	President and Chief Financial Officer

PARK TOPANGA AIRCRAFT INC.
By:	/s/ Xxxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

CHARMLEE AIRCRAFT INC.
By:	/s/ Xxxxxxxxx X. Xxxxxx
	Name:	Xxxxxxxxx X. Xxxxxx
	Title:	Chief financial Officer

BALLYSKY AIRCRAFT IRELAND LIMITED
By:	/s/ Xxxxx X. Xxxxxxxxxxx
	Name:	Xxxxx X. Xxxxxxxxxxx
	Title:	Director

[Signature page — Incremental Lender Assumption Agreement]


KFW IPEX-BANK GMBH, as the Incremental Lender
By:	/s/ Jörg-Xxxxxxx Xxxx
	Name:	Jörg-Xxxxxxx Xxxx
	Title:	Director


By:	/s/ Xxxxxx Xxxxxxx
	Name:	Xxxxxx Xxxxxxx
	Title:	Vice President


Acknowledged and agreed: CITIBANK, N.A., as Administrative Agent
By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title:	Managing Director and Vice President

[Signature page — Incremental Lender Assumption Agreement]

SCHEDULE 1
TO INCREMENTAL LENDER ASSUMPTION AGREEMENT

COMMITMENTS
AND APPLICABLE PERCENTAGES


Lender	Commitment	Applicable Percentage
Citibank, N.A.	$150,000,000	9.839291571%
Credit Suisse AG, Cayman Islands Branch	$150,000,000	9.839291571%
BNP Paribas	$200,000,000	13.119055428%
DVB Bank SE	$200,000,000	13.119055428%
KfW Bankengruppe	$200,000,000	13.119055428%
UniCredit Bank AG, London Branch	$100,000,000	6.559527714%
DBS Bank Ltd.	$75,000,000	4.000000000%
Scotiabank Europe plc	$75,000,000	4.000000000%
Sumitomo Mitsui Banking Corporation	$75,000,000	4.919645786%
United Overseas Bank Limited	$75,000,000	4.919645786%
Deutsche Bank AG, London branch	$75,000,000	4.919645786%
Crédit Industriel et Commercial	$40,000,000	2.623811086%
Industrial and Commercial Bank of China (Europe) S.A.	$34,500,000	2.263037061%
The Tokyo Star Bank, Limited	$30,000,000	1.967858314%
Aozora Bank, Ltd.	$25,000,000	1.639881929%
NEC Capital Solutions Limited	$20,000,000	1.311905543%
Total	$1,524,500,000	100.000000000%

Schedule 1-1

SCHEDULE 2
TO INCREMENTAL LENDER ASSUMPTION AGREEMENT

PS POOL AIRCRAFT

Pool Aircraft

Airframe

Engine Manufacturer

Manufacturer and

and

Country of

Model

Airframe MSN

Engine Model

Lessee

Registration

Undelivered Pool Aircraft

Airframe

Engine Manufacturer

Manufacturer and

and

Country of

Model

Airframe MSN

Engine Model

Lessee*

Registration*

Airbus A319-100

0000

XXX Xxxxxxxxxxxxx
XXX00-0X0/X

***

Kingdom of Bahrain

Airbus A319-100

2004

International Aero
Engines V2524-A5

***

China

Airbus A319-100

2194

International Aero
Engines X0000-X0

***

Xxxxxx Xxxxxxx

Airbus A319-100

2232

International Aero
Engines V2524-A5

***

China

Airbus A319-100

2720

International Aero
Engines X0000-X0

***

Xxxxxx Xxxxxxx

Airbus A319-100

3114

International Aero
Engines V2527M-A5

***

China

Airbus A319-100

3116

International Aero
Engines V2527M-A5

***

China

Airbus A319-100

3124

International Aero
Engines V2527M-A5

***

China

Airbus A320-200

1424

International Aero
Engines X0000-X0

***

Xxxxxx Xxxxxxx

Airbus A320-200

0000

XXX Xxxxxxxxxxxxx
XXX00-0X0/X

***

Switzerland

Airbus A320-200

0000

XXX Xxxxxxxxxxxxx
XXX00-0X0/X

***

Malta


***		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 2-1

Airframe

Engine Manufacturer

Manufacturer and

and

Country of

Model

Airframe MSN

Engine Model

Lessee*

Registration*

Airbus A320-200

2594

International Aero
Engines X0000-X0

***

Xxx Xxxxxxx

Airbus A320-200

0000

XXX Xxxxxxxxxxxxx
XXX00-0X0/X

***

Malta

Airbus A320-200

4619

International Aero
Engines V2527-A5

***

China

Airbus A321-200

0000

XXX Xxxxxxxxxxxxx
XXX00-0X0/X

***

France

Airbus A321-200

1695

International Aero
Engines X0000-X0

***

Xxxx Xxxx

Airbus A321-200

3067

International Aero
Engines V2533-A5

***

China

Airbus A321-200

3075

International Aero
Engines V2533-A5

***

China

Airbus A321-200

3112

International Aero
Engines V2533-A5

***

China

Airbus A330-200

000

Xxxxx & Xxxxxxx
XX0000X

***

Vietnam

Airbus A330-200

000

Xxxxx & Xxxxxxx
XX0000X

***

Vietnam

Airbus A330-200

000

Xxxxx & Xxxxxxx
XX0000X

***

Germany

Airbus A330-200

000

Xxxxx & Xxxxxxx
XX0000X

***

Germany

Airbus A330-200

527

Rolls Royce PLC
TRENT 000X-00

***

Xxxxxxx Xx Xxxxxxx

Airbus A330-200

811

General Electric
XX0-00X0-X0

***

Xxxxxxxxxxx

Boeing B737-700

29372

CFM International
CFM56-7B24

***

China

Boeing B737-800

28252

CFM International
XXX00-0X00

***

Xxxxxxxx Xxx Xxxxxx

Boeing B737-800

30645

CFM International
XXX00-0X00

***

Xxxxxxxx xxx Xxxxxx

Boeing B737-800

35274

CFM International
XXX00-0X00/0

***

Xxxx Xxxx

Boeing B737-800

35275

CFM International
CFM56-7B26/3

***

Czech Republic

Boeing B737-800

35279

CFM International
CFM56-7B26/3

***

France

Boeing B737-800

35280

CFM International
CFM56-7B26/3

***

Norway

Boeing B737-800

35283

CFM International
CFM56-7B26/3

***

Norway


***		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 2-2

Airframe

Engine Manufacturer

Manufacturer and

and

Country of

Model

Airframe MSN

Engine Model

Lessee*

Registration*

Boeing B737-800

38819

CFM International
CFM56-7B26/3

***

France

Boeing B737-800

38820

CFM International
CFM56-7B26/3

***

Not currently
registered**

Boeing B737-800

38822

CFM International
CFM56-7B24/3

***

Not currently
registered**

Boeing B737-800

38823

CFM International
CFM56-7B24/3

***

Not currently
registered**

Boeing B777-200ER

27607

General Electric
GE90-90B

***

Vietnam

Boeing B777-200ER

27608

General Electric
GE90-90B

***

Vietnam

Boeing B777-200ER

28686

Xxxxx & Xxxxxxx
XX0000

***

Xxxxx Xxxxx

Boeing B777-200ER

29397

General Electric
GE90-94B

***

Netherlands

Boeing B777-200ER

29399

General Electric
GE90-94B

***

Netherlands

Boeing B777-200ER

29404

Rolls Royce PLC
TRENT 895-17

***

New Zealand

Boeing B777-200ER

32719

General Electric
XX00-00X

***

Xxxxxx Xxxxxx

Boeing B777-300ER

32723

General Electric
GE90-115BG01

***

France

Boeing B777-300ER

32728

General Electric
XX00-000XX00

***

Xxxxxx Xxxx Xxxxxxxx

Airbus A319-100

3020

International Aero
Engines V2524-A5

***

China

Airbus A320-200

0000

XXX Xxxxxxxxxxxxx
XXX00-0X0/X

***

Malta

Airbus A321-200

1734

International Aero
Engines V2533-A5

***

South Korea

Airbus A321-200

1926

International Aero
Engines V2533-A5

***

Macau

Airbus A330-200

000

Xxxxx & Xxxxxxx
XX0000X

***

Germany

Boeing B737-700

29359

CFM International
CFM56-7B20

***

Hungary

Boeing B737-800

30724

CFM International
CFM56-7B26/3

***

Germany

Boeing B737-800

37159

CFM International
CFM56-7B26/3

***

Norway


***		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 2-3


*		As of the date of this Credit Agreement

**		Aircraft not yet delivered from manufacturer


***		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 2-4

SCHEDULE 3
TO INCREMENTAL LENDER ASSUMPTION AGREEMENT

LEASES

International Lease Finance Corporation (“ILFC”)
ILFC Ireland Limited (“ILFC Ireland”)

***

Boeing B777-200ER aircraft bearing serial number 32719

Aircraft Lease Agreement dated as of December 23, 2004 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A330-200 aircraft bearing serial number 432

Aircraft Lease Agreement dated as of March 30, 2000 between ***, as Lessee, and ILFC Ireland, as Lessor.

Lease Assignment dated August 16, 2010 between ILFC Aircraft 33A-432 Limited, as Assignee, ILFC Ireland as Assignor and *** as Lessee.

Airbus A330-200 aircraft bearing serial number 454

Aircraft Lease Agreement dated as of March 30, 2000 between ***, as Lessee, and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of March 30, 2000 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Airbus A330-200 aircraft bearing serial number 911

Aircraft Lease Agreement dated as of September 28, 2006 between ***, as Lessee, and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of September 28, 2006 between ILFC Ireland, as Headlessee, and ILFC, as Headlessor.

***

*** 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 3-1

Airbus A321-200 aircraft bearing serial number 1926

Aircraft Lease Agreement dated as of January 31, 2002 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A320-200 aircraft bearing serial number 2142

Amended and Restated Aircraft Lease Agreement dated as of January 14, 2003 between ***, as Lessee, and ILFC, as Lessor.

Airbus A320-200 aircraft bearing serial number 2768

Amended and Restated Aircraft Lease Agreement dated as of August 12, 2005 between ***, as Lessee, and ILFC, as Lessor.

Airbus A320-200 aircraft bearing serial number 2665

Amended and Restated Aircraft Lease Agreement dated as of January 14, 2003 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A320-200 aircraft bearing serial number 2594

Aircraft Lease Agreement dated as of October 30, 2002 between ***, as Lessee, and ILFC, as Lessor.

Boeing B777-200ER aircraft bearing serial number 29404

Aircraft Lease Agreement dated as of August 20, 2004 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B777-200ER aircraft bearing serial number 28686

Aircraft Lease Agreement dated as of July 11, 1997 between ***, as Lessee, and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of July 11, 1997 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Schedule 3-2

Airbus A321-200 aircraft bearing serial number 1734

Aircraft Lease Agreement dated as of January 10, 2001 between ***, as Lessee, and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of January 10, 2001 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

***

Airbus A320-200 aircraft bearing serial number 1424

Aircraft Lease Agreement dated as of August 12, 1997 between ***, as Lessee, and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 2194

Aircraft Lease Agreement dated as of October 17, 2003 between ***, as Lessee, and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 2720

Aircraft Lease Agreement dated as of September 30, 2005 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 28252

Aircraft Lease Agreement dated as of December 3, 2010 between ***, as Lessee, and Aircraft 73B-28252 Inc., as Lessor.

Boeing B737-800 aircraft bearing serial number 30645

Aircraft Lease Agreement dated as of December 3, 2010 between ***, as Lessee, and Aircraft 73B-30645 Inc., as Lessor.

***

Airbus A319-100 aircraft bearing serial number 2004

Schedule 3-3

Amended and Restated Aircraft Lease Agreement dated as of April 9, 2003, between ***, as Lessee, and ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of September 29, 2002 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 2232

Aircraft Lease Agreement dated as of November 4, 2003, between ***, as Lessee, ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of November 4, 2003 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Aircraft Lease Novation and Amendment Agreement dated December 31, 2004, between ILFC Ireland, as Lessor, ***, as Existing Lessee, ***, as New Lessee, and ***, Ltd., as Consenting Party.

Airbus A321-200 aircraft bearing serial number 3067

Aircraft Lease Agreement dated as of March 18, 2005, between ***, as Lessee, ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of March 18, 2005 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Airbus A321-200 aircraft bearing serial number 3075

Aircraft Lease Agreement dated as of March 18, 2005 between ***, as Lessee, ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of March 18, 2005 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Airbus A321-200 aircraft bearing serial number 3112

Aircraft Lease Agreement dated as of March 18, 2005 between ***, as Lessee, ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of March 18, 2005 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Boeing B737-700 aircraft bearing serial number 29372

Schedule 3-4

Aircraft Lease Agreement dated as of March 18, 2005 between ***, as Lessee, ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of March 18, 2005 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 3020

Aircraft Lease Agreement dated as of November 4, 2003, between ***, as Lessee, ILFC Ireland, as Lessor, and ***, as Consenting Party.

Aircraft Headlease Agreement dated as of November 4, 2003 between ILFC Ireland, as Lessee, and ILFC, as Lessor.

Aircraft Lease Novation and Amendment Agreement dated December 31, 2004, between ILFC Ireland, as Lessor, ***, as Existing Lessee, ***, as New Lessee, and ***, as Consenting Party.

***

Boeing B777-300ER aircraft bearing serial number 32728

Aircraft Lease Agreement dated as of June 16, 2003 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A330-200 aircraft bearing serial number 527

Aircraft Lease Agreement dated as of July 30, 2008 between ***, as Lessee, and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 1884

Aircraft Lease Agreement dated as of July 3, 2008 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 35274

Aircraft Lease Agreement dated as of April 24, 2007 between ***, as Lessee, and ILFC, as Lessor.

***

Schedule 3-5

Airbus A321-200 aircraft bearing serial number 1695

Aircraft Lease Agreement dated as of November 9, 2000 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A330-200 aircraft bearing serial number 811

Aircraft Lease Agreement dated as of March 17, 2005 between ***, as Lessee, and ILFC, as Lessor.

Boeing B777-200ER aircraft bearing serial number 29397

Aircraft Lease Agreement dated as of January 10, 2003 between ***, as Lessee, and ILFC, as Lessor.

Boeing B777-200ER aircraft bearing serial number 29399

Aircraft Lease Agreement dated as of January 10, 2003 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 38822

Aircraft Lease Agreement dated as of March 26, 2010 between ***, as Lessee, and ILFC Ireland, as Lessor.

Boeing B737-800 aircraft bearing serial number 38823

Aircraft Lease Agreement dated as of March 26, 2010 between ***, as Lessee, and ILFC Ireland, as Lessor.

***

Boeing B737-700 aircraft bearing serial number 29359

Aircraft Lease Agreement dated as of June 30, 2002 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 35280

Schedule 3-6

Aircraft Lease Agreement dated as of October 4, 2007 between ***, as Lessee, and ILFC, as Lessor.

Boeing B737-800 aircraft bearing serial number 35283

Aircraft Lease Agreement dated as of October 4, 2007 between ***, as Lessee, and ILFC, as Lessor.

Boeing B737-800 aircraft bearing serial number 37159

Aircraft Lease Agreement dated as of January 8, 2009 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A320-200 aircraft bearing serial number 4619

Aircraft Lease Agreement dated as of July 1, 2010 between ***, as Lessee and ILFC Ireland, as Lessor.

***

Airbus A319-100 aircraft bearing serial number 3114

Aircraft Lease Agreement dated as of October 31, 2006 between ***, as Lessee and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of October, 31, 2006 between ILFC Ireland, as Lessee and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 3116

Aircraft Lease Agreement dated as of October 31, 2006 between ***, as Lessee and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of October, 31, 2006 between ILFC Ireland, as Lessee and ILFC, as Lessor.

Airbus A319-100 aircraft bearing serial number 3124

Aircraft Lease Agreement dated as of October 31, 2006 between ***, as Lessee and ILFC Ireland, as Lessor.

Schedule 3-7

Aircraft Headlease Agreement dated as of October, 31, 2006 between ILFC Ireland, as Lessee and ILFC, as Lessor.

***

Airbus A321-200 aircraft bearing serial number 1658

Aircraft Lease Agreement dated as of December 20, 2001 between ***, as Lessee and ILFC, as Lessor.

Boeing B777-300ER aircraft bearing serial number 32723

Aircraft Lease Agreement dated as of December 7, 2000 between ***, as Lessee and ILFC, as Lessor.

***

Airbus A320-200 aircraft bearing serial number 2024

Lease Agreement dated as of March 31, 2002 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 35275

Aircraft Lease Agreement dated as of March 31, 2007 between ***, as Lessee and ILFC Ireland, as Lessor.

Aircraft Headlease Agreement dated as of March 31, 2007 between ILFC Ireland, as Lessee and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 38820

Aircraft Lease Agreement dated as of August 10, 2010 between ***, as Lessee, and ILFC, as Lessor.

***

Airbus A330-200 aircraft bearing serial number 262

Schedule 3-8

Aircraft Lease Agreement dated as of March 14, 2006 between ***, as Lessee, and Sierra Leasing Limited, as Lessor.

Assignment, Assumption and Amendment Agreement dated as of January 20, 2009 by and among Sierra Leasing Limited, as Assignor, ILFC, as Assignee, and ***, as Lessee.

Lease Assignment dated August 31, 2010 between Aircraft Lotus Inc., as Assignee, ILFC, as Assignor, and ***, as Lessee.

Airbus A330-200 aircraft bearing serial number 275

Aircraft Lease Agreement dated as of May 28, 2008 between ***, as Lessee, and ILFC, as Lessor.

Lease Assignment dated August 31, 2010 between Aircraft Lotus Inc., as Assignee, ILFC, as Assignor, and ***, as Lessee.

Boeing B777-200ER aircraft bearing serial number 27607

Aircraft Lease Agreement dated as of March 8, 2005 between ***, as Lessee, and ILFC, as Lessor.

Lease Assignment dated August 31, 2010 between Aircraft Lotus Inc., as Assignee, ILFC, as Assignor, and ***, as Lessee.

Boeing B777-200ER aircraft bearing serial number 27608

Aircraft Lease Agreement dated as of March 8, 2005 between ***, as Lessee, and ILFC, as Lessor.

Lease Assignment dated August 31, 2010 between Aircraft Lotus Inc., as Assignee, ILFC, as Assignor, and ***, as Lessee.

***

Boeing B737-800 aircraft bearing serial number 35279

Aircraft Lease Agreement dated as of May 24, 2007 between ***, as Lessee, and ILFC, as Lessor.

Boeing B737-800 aircraft bearing serial number 38819

Schedule 3-9

Aircraft Lease Agreement dated as of February 18, 2010 between ***, as Lessee, and ILFC, as Lessor.

***

Boeing B737-800 aircraft bearing serial number 30724

Amended and Restated Aircraft Lease Agreement dated as of January 24, 2007 between ***, as Lessee and ILFC, as Lessor.

Aircraft Lease Novation and Amendment Agreement dated as of January 24, 2007 between ***, as Lessee, and ILFC, as Lessor.

Schedule 3-10

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INCREMENTAL LENDER ASSUMPTION AGREEMENT

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