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To:
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the
Addressees listed in Schedule 2
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Facility
Agreement dated 18 May 2004 relating to the financing of
certain Airbus aircraft
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1.
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We
refer to an aircraft facility agreement dated 18 May 2004 (as
amended from time to time) between the banks and financial
institutions named therein (as lenders), Bank of Scotland plc,
London Branch (as lead manager, security trustee and agent), Bank
of Scotland plc, Frankfurt Branch (as lead manager), Bank of
Scotland plc, Paris Branch (as lead manager), Whitney Leasing
Limited (as borrower), Aircraft SPC-12, Inc. (as borrower parent)
and International Lease Finance Corporation (as guarantor and
subordinated lender) (the “ Facility Agreement
”).
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2.
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Save as otherwise provided herein,
words and expressions used in this extension letter shall have the
same meaning ascribed to them in the Facility Agreement.
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3.
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The
Borrower, the Borrower Parent and the Guarantor have requested that
the Availability Period be extended and that certain further
amendments (as more particularly described below) are made to the
terms of the Facility Agreement. The Agent (for and on behalf of
itself and the Lenders), the Security Trustee, the Lead Managers
and the Original Lender will consent to this request upon and
subject to the terms of this extension letter.
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4.
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Each of the parties hereto hereby
agrees that with effect from the date hereof:
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(a)
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the
Availability Period is extended to cover the period up to and
including 31 May 2009; and
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(b)
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the
list of Eligible Aircraft set out in Schedule 5 Part A of
the Facility Agreement shall be replaced by the list of aircraft
set out in Schedule 1 hereto. All references to
‘Eligible Aircraft’ in the Facility Agreement shall
henceforth be treated as a reference to Schedule 1 hereto and
the Facility Agreement shall be read and construed
accordingly;
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5.
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Each of the Borrower, the Borrower
Parent and the Guarantor hereby repeats the representations and
warranties set out in Clause 6.1 and Clause 6.2 of the Facility
Agreement, to the extent relevant to each party.
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6.
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Save as specified herein, the terms
and conditions of the Facility Agreement shall continue in full
force and effect.
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7.
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A
person who is not a party to this extension letter shall have no
rights under the Contracts (Rights of Third Parties) Act
1999.
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