0001104659-10-060984 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • December 3rd, 2010 • International Lease Finance Corp • Services-equipment rental & leasing, nec • New York

Introductory. International Lease Finance Corporation, a California corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $1,000,000,000 principal amount of its 8¼% Senior Notes due 2020 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of August 1, 2006 (the “Base Indenture”) among the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the first supplemental indenture dated as of August 20, 2010 and the second supplemental indenture to be entered into on or prior to the Closing Date (the “Supplemental Indentures” and together with the Base Indenture, the “Indenture”).

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