0001104659-11-030386 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • May 20th, 2011 • 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 5.750% Senior Notes due 2016 (the “2016 Securities”) and $1,250,000,000 principal amount of its 6.250% Senior Notes due 2019 (the “2019 Securities” and together with the 2016 Securities, 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, the second supplemental indenture dated as of December 7, 2010 and the third supplemental indenture to be entered into on or prior to the Closing Date (the “Supplemental Indentures” and together with the Base In

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