Exhibit 10.4

THIRD LIEN BORROWER PARTY GUARANTEE AGREEMENT

     THIRD LIEN BORROWER PARTY GUARANTEE AGREEMENT dated as of October 13, 2009 (this “ Guarantee ”) by International Lease Finance Corporation, a California corporation (“ ILFC ”), States Aircraft, Inc., a California corporation (“ States ”), Shrewsbury Aircraft Leasing Limited, a private limited liability company incorporated under the laws of Ireland (“ Shrewsbury ”, and together with ILFC and States, the “ Borrowers ”), Top Aircraft, Inc., a California corporation (“ Top Aircraft ”), ILFC Ireland Limited, a private limited liability company incorporated under the laws of Ireland (“ ILFC Ireland ”), ILFC France S.a.r.l., a société à responsabilité limitée organized under the laws of France (“ ILFC France ”), and ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore Companies Act 1990 of Malaysia (“ ILFC Labuan ”, and together with ILFC Ireland and ILFC France, the “ Intermediate Lessees ”) and the Additional Guarantors (as defined in Section 11) (the Borrowers, Top Aircraft, the Intermediate Lessees and the Additional Guarantors, collectively, the “ Guarantors ” and each a “ Guarantor ”) for the benefit of the Federal Reserve Bank of New York (with its successors and assigns, the “ Beneficiary ”).

     WHEREAS, each Guarantor is a direct or indirect wholly owned subsidiary of American International Group, Inc., a Delaware corporation (together with its successors, the “ Obligor ”);

     WHEREAS, the Obligor has entered into the Credit Agreement dated as of September 22, 2008 among the Obligor, as borrower, and the Beneficiary, as lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Parent Facility ”);

     WHEREAS, the Borrowers desire to borrow term loans in an aggregate principal amount of $2,000,000,000 under the Credit Agreement dated as of the date hereof among the Borrowers, Top Aircraft, the Intermediate Lessees, AIG Funding, Inc., as lender (the “ Borrower Facility Lender ”), and Wells Fargo Bank Northwest, National Association, as security trustee (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Borrower Facility ”);

     WHEREAS, in order for the Borrower Facility Lender to make the Term Loans to the Borrowers under the Borrower Facility, the Obligor must first make a Borrowing (the “ New FRBNY Borrowing ”) under the Parent Facility in an amount equal to the Term Loans, with the funds so borrowed being advanced immediately to the Borrowers in the form of the Term Loans;

     WHEREAS, the Parent Facility prohibits the making of the Term Loans by the Borrower Facility Lender to the Borrowers as currently contemplated by

the Borrower Facility because the Borrowers are not Loan Parties under the Parent Facility (the “ Existing Restriction ”);

     WHEREAS, ILFC entered into (i) the Demand Note Agreement dated as of March 9, 2009 (the “ Existing Loan I Documentation ”) with the Borrower Facility Lender, pursuant to which the Borrower Facility Lender extended credit to ILFC in the principal amount of $800,000,000 (the “ Existing Loan I ”) and (ii) the Demand Note Agreement dated as of March 26, 2009 (the “ Existing Loan II Documentation ”; and together with the Existing Loan I Documentation, the “ Existing Loan Documentation ”) with the Borrower Facility Lender, pursuant to which the Borrower Facility Lender extended credit to ILFC in the principal amount of $900,000,000 (the “ Existing Loan II ”; and together with the Existing Loan I, the “ Existing Loans ”);

     WHEREAS, the Guarantors and the Borrower Facility Lender have agreed to amend and restate the Existing Loan Documentation as provide in the Amended and Restated Credit Agreement dated as of the date hereof among the Borrowers, Top Aircraft, the Intermediate Lessees, the Borrower Facility Lender and Wells Fargo Bank Northwest, National Association, as security trustee (the “ Security Trustee ”) (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “ Amended and Restated Credit Agreement ”; and the loans outstanding thereunder, the “ Term Loans ”), to, among other things, (i) extend the maturity date of the Existing Loans and (ii) permit the addition of the Non-Parent Borrowers as borrowers thereunder to facilitate a restructuring of the Loans after the Amendment Effective Date (as defined therein);

     WHEREAS, the Beneficiary is willing to (a) make the necessary waiver of the Existing Restriction and the other applicable provisions of the Parent Facility, pursuant to the Letter Agreement dated as of October 13, 2009 among the Obligor and the Beneficiary, to enable and permit the making of the term loans under the Borrower Facility and (b) enter into the Amended and Restated Credit Agreement, but only if each Guarantor (i) guarantees the Guaranteed Obligations (as defined below) as more fully set forth herein and (ii) secures such guarantee by granting a third-priority security interest in, and lien on, certain of its assets in favor of the Security Trustee, for the benefit of the Beneficiary, as more fully set forth in the Aircraft Mortgage and Security Agreement dated as of the date hereof (the “ Mortgage ”) among the Guarantors, the Security Trustee and the other Security Trustees (as defined therein); and

     WHEREAS, in consideration of the financial accommodation and other support that the Obligor has provided, directly or indirectly, pursuant to the Borrower Facility, the Existing Loans and the Amended and Restated Credit Agreement and such financial and other support as the Obligor may in the future provide to the Guarantors, and in order to induce the Beneficiary to consent to the making of the Term Loans and to enter into the Amended and Restated Credit

Agreement the Guarantors are willing to enter into this Guarantee and to secure their obligations hereunder pursuant to the terms set forth in the Mortgage.

     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor, jointly and severally with each other Guarantor, hereby agrees as follows:

     1.  Terms Defined in the Parent Facility; Loan Document . For all purposes of this Guarantee, all capitalized terms used but not defined in this Guarantee (including in the recitals above) shall have the respective meanings assigned to such terms in the Parent Facility. This Guarantee shall be considered a “Loan Document” under the Parent Facility.

     2.  The Guarantee . Each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably guarantees, as a guarantee of payment and not merely as a guarantee of collection, the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of each Guaranteed Obligation, as hereinafter defined; provided that the recourse of the Beneficiary against the Guarantors under this Guarantee at any time will be limited to an aggregate amount equal to the lesser of (a) $1,700,000,000 plus all unpaid interest accrued thereon under the Amended and Restated Credit Agreement through and including such time and (b) the amount of Obligations (as defined in the Amended and Restated Credit Agreement) outstanding under the Amended and Restated Credit Agreement at such time. Upon failure by the Obligor to pay punctually any Guaranteed Obligation, the Guarantors shall pay the amount of Guaranteed Obligations not so paid at the FRBNY Account (as defined in the Amended and Restated Credit Agreement). The Beneficiary shall notify the Guarantors when payment of any Guaranteed Obligation is due hereunder (and the amount so due), unless prevented from doing so by applicable law, including any Bankruptcy Law; provided that any failure of the Beneficiary to so notify the Guarantors shall not affect the obligations of the Guarantors hereunder. Without limiting the generality of the foregoing, the liability of each Guarantor shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any Loan Party to the Beneficiary but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such Loan Party. In furtherance of the foregoing, the Guarantors hereby agree to make payments of principal and interest in respect of the Term Loans to the FRBNY Account set forth in the Amended and Restated Credit Agreement and each payment of principal of the Term Loans shall be credited against and reduce on a dollar-for-dollar basis the maximum amount of the Guarantors’ obligations hereunder. For the avoidance of doubt, any and all payments by any Guarantor under this Guarantee shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes as though such payment were made pursuant to Section 2.12 of the Parent Facility and such Guarantor were a Borrower thereunder.

“ Guaranteed Obligations ” means (i) all principal of all Loans outstanding from time to time under the Parent Facility, all interest (including Post-Petition Interest) on such Loans and all other amounts now or hereafter payable by the Obligor under the Loan Documents and (ii) any renewals, refinancings or extensions of any of the foregoing (including Post-Petition Interest).

     3.  Guarantee Unconditional . The obligations of each Guarantor under this Guarantee are those of primary obligor, and not merely of