UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 8-K
 
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 14, 2014
 

INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
 
 

CALIFORNIA
1-31616
22-3059110
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
10250 Constellation Boulevard, Suite 3400,
Los Angeles, California 90067
(Address of principal executive offices, including zip code)

(310) 788-1999
(Registrants’ telephone numbers, including area code)

Not Applicable
(Former name or former address, if changed since last report)
 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement.

Supplemental Indentures with respect to the Reorganization

On May 14, 2014, the purchase of 100 percent of the common stock of International Lease Finance Corporation (“ ILFC ”) by AerCap U.S. Global Aviation LLC (the “ Purchaser ”), a wholly owned subsidiary of AerCap Holdings, N.V. (“ AerCap ”), was completed (such transaction, the “ Acquisition ”) pursuant to a share purchase agreement, dated as of December 16, 2013, by and among American International Group, Inc. (“ AIG ”), AIG Capital Corporation, a wholly-owned direct subsidiary of AIG (“ AIGCC ”), AerCap and the Purchaser.

On May 14, 2014, the Reorganization (as defined below) became effective, pursuant to which, immediately after the Acquisition, ILFC transferred its assets substantially as an entirety to AerCap Global Aviation Trust, a Delaware statutory trust and a wholly-owned subsidiary of AerCap (“ AGAT ”).  As part of such transfer, AGAT assumed substantially all of ILFC’s liabilities in connection with the transfer (such transactions, collectively referred to as the “ Reorganization ”).

In anticipation of the Reorganization, as previously disclosed in ILFC’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, ILFC and AGAT entered into amendments to certain of ILFC’s debt agreements in order to reflect the Reorganization and to provide substantially the same level of credit support after the effectiveness of the Reorganization as the holders of ILFC debt receive immediately prior to the Reorganization pursuant to such debt agreements.  Under the amendments to the debt agreements for ILFC’s 2011 secured term loan, 2012 secured term loan, 2014 secured term loan, Ex-Im financing, ECA financing, revolving credit facility and AeroTurbine revolving credit facility, AGAT agreed, upon the effectiveness of the Reorganization, to assume the obligations and performance of certain covenants to be performed or observed by ILFC, and AerCap and certain subsidiaries of AerCap agreed, upon the effectiveness of the Reorganization, to guarantee the obligations and the performance of certain covenants to be performed or observed by ILFC. ILFC also agreed to continue to be an obligor under these debt agreements. The amendments to the revolving credit facility also extended maturities, added financial covenants and revised certain other financial and restrictive covenants. These new and revised financial covenants will be measured on a consolidated basis for AerCap and its subsidiaries.  Upon the effectiveness of the Reorganization, the conditions to such amendments were satisfied and the amendments became operative.  These amendments were previously included as exhibits to ILFC’s periodic reports filed with the Securities and Exchange Commission (the “ SEC ”).

In addition, upon the effectiveness of the Reorganization, AGAT, by the terms of the Indentures (as defined below) governing ILFC’s secured and unsecured bonds, became the successor obligor in respect of the secured and unsecured bonds issued under the Indentures, including the bonds issued and outstanding under ILFC’s shelf registration statements filed with the SEC.  On May 14, 2014, concurrently with the effectiveness of the Reorganization, ILFC and AGAT executed and delivered the Supplemental Indentures (as defined below) to supplement the Indentures.  The Supplemental Indentures have been filed as exhibits to this Current Report on Form 8-K.  As a result of the execution and delivery of the Supplemental Indentures, AGAT assumed the due and punctual payment of the principal of (and premium, if any) and interest on the notes under each Indenture and the performance of every covenant contained in each Indenture on the part of ILFC to be performed or observed by ILFC, and ILFC agreed, jointly and severally with AGAT, to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on the notes under each Indenture and to guarantee that all other obligations of AGAT under each Indenture will be promptly performed in accordance with the terms thereof.  Accordingly, as of May 14, 2014, AGAT assumed ILFC’s reporting obligations with the SEC and will be the reporting entity under the Indentures after the effectiveness of the Reorganization and the execution and delivery of the Supplemental Indentures.
 
 
 
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    The following supplemental indentures were entered into and delivered to the respective trustees on May 14, 2014:
     
 
  ●
the Eleventh Supplemental Indenture, dated as of May 14, 2014 (the “ 1991 US Bank Supplemental Indenture ”), to the Indenture, dated as of November 1, 1991, by and among ILFC, AGAT and U.S. Bank National Association, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of November 1, 2000, the Second Supplemental Indenture, dated as of February 28, 2001, the Third Supplemental Indenture, dated as of September 26, 2001, the Fourth Supplemental Indenture, dated as of November 6, 2002, the Fifth Supplemental Indenture, dated as of December 27, 2002, the Sixth Supplemental Indenture, dated as of June 2, 2003, the Seventh Supplemental Indenture, dated as of October 8, 2004, the Eighth Supplemental Indenture, dated as of October 5, 2005, the Ninth Supplemental Indenture, dated as of October 6, 2006, and the Tenth Supplemental Indenture, dated as of October 9, 2007, (collectively, the “ 1991 US Bank Indenture ”);
     
 
  ●
the Second Supplemental Indenture, dated as of May 14, 2014, (the “ 2000 BONY Supplemental Indenture ”), to the Indenture, dated as of November 1, 2000, by and among ILFC, AGAT and The Bank of New York, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of August 16, 2002, (collectively, the “ 2000 BONY Indenture ”);
     
 
  ●
the Third Supplemental Indenture, dated as of May 14, 2014, (the “ 2005 DBTCA Supplemental Indenture ”), to the Junior Subordinated Indenture, dated as of December 21, 2005, by and among ILFC, AGAT and Deutsche Bank Trust Company Americas, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of July 25, 2013, and the Second Supplemental Indenture, dated as of July 25, 2013, (the “ 2005 DBTCA Indenture ”);
     
 
  ●
the Ninth Supplemental Indenture, dated as of May 14, 2014, (the “ 2006 DBTCA Supplemental Indenture ”), to the Indenture, dated as of August 1, 2006, by and among ILFC, AGAT and Deutsche Bank Trust Company Americas, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of August 20, 2010, the Second Supplemental Indenture, dated as of December 7, 2010, the Third Supplemental Indenture, dated May 24, 2011, the Fourth Supplemental Indenture, dated as of December 22, 2011, the Fifth Supplemental Indenture, dated as of March 19, 2012, the Sixth Supplemental Indenture, dated as of August 21, 2012, the Seventh Supplemental Indenture, dated as of March 11, 2013, and the Eighth Supplemental Indenture, dated as of May 24, 2013, (the “ 2006 DBTCA Indenture ”);
     
 
  ●
the First Supplemental Indenture, dated as of May 14, 2014, (the “ 2010 Mellon Supplemental Indenture ”), to the Indenture, dated as of August 11, 2010, by and among ILFC, AGAT, the guarantors party thereto and The Bank of Mellon Trust Company, N.A., as trustee (the “ 2010 Mellon Indenture ”); and
     
 
  ●
the First Supplemental Indenture, dated as of May 14, 2014, (the “ 2010 Wilmington Supplemental Indenture ” and, together with the 1991 US Bank Supplemental Indenture, the 2000 BONY Supplemental Indenture, the 2005 DBTCA Supplemental Indenture, the 2006 DBTCA Supplemental Indenture and the 2010 Mellon Supplemental Indenture, the “ Supplemental Indentures ”), to the Indenture, dated as of March 22, 2010, by and among ILFC, AGAT, Deutsche Bank Trust Company Americas, as paying agent, security registrar and authentication agent and Wilmington Trust FSB, as trustee (the “ 2010 Wilmington Indenture ” and, together with the 1991 US Bank Indenture, the 2000 BONY Indenture, 2005 DBTCA Indenture, the 2006 DBTCA Indenture and the 2010 Mellon Indenture, the “ Indentures ”).
 
 
 
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The foregoing descriptions of the amendments to the debt agreements and the Supplemental Indentures do not purport to be complete and are qualified in their entirety by reference to the full text of the amendments and the Supplemental Indentures.  The amendments were previously included as exhibits to ILFC’s periodic reports filed with the SEC.  A copy of the 1991 US Bank Supplemental Indenture, the 2000 BONY Supplemental Indenture, the 2005 DBTCA Supplemental Indenture, the 2006 DBTCA Supplemental Indenture, the 2010 Mellon Supplemental Indenture and the 2010 Wilmington Supplemental Indenture are included in this Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5 and 4.6, respectively, and each is incorporated herein by reference.
 
The information set forth below under Item 2.03 with respect to the Notes (as defined below), the guarantees of the Notes by ILFC, the indenture governing the Notes, and the Guarantee Assumption Agreements (as defined below) by ILFC with respect to certain debt of AerCap and certain of its subsidiaries is hereby incorporated by reference in its entirety in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Indenture with respect to Notes issued by AGAT and AerCap Ireland Capital Limited

On May 14, 2014, AGAT and AerCap Ireland Capital Limited (together, the “ Issuers ”), each a wholly-owned subsidiary of AerCap, issued $2.6 billion aggregate principal amount of senior notes, consisting of $400 million aggregate principal amount of 2.75% senior notes due 2017 (the “ 2017 Notes ”), $1.1 billion aggregate principal amount of 3.75% senior notes due 2019 (the “ 2019 Notes ”) and $1.1 billion aggregate principal amount of 4.50% senior notes due 2021 (the “ 2021 Notes ” and, together with the 2017 Notes and the 2019 Notes, the “ Notes ”) in a private placement (the “Offering”).  The Notes are fully and unconditionally guaranteed on a senior unsecured basis by AerCap and certain other subsidiaries of AerCap, including ILFC.

The Issuers used the net proceeds from the Offering to finance part of the consideration payable in connection with the Acquisition.

The Notes and the related guarantees were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

The indenture governing the Notes contains covenants that, among other things, limit the ability of the Issuers, AerCap and AerCap’s restricted subsidiaries, including ILFC, to (i) incur liens on assets, subject to certain exceptions, including the ability to incur additional liens to secure indebtedness for borrowed money in an amount not to exceed 12.5% of AerCap’s consolidated net tangible assets; (ii) declare or pay dividends or acquire or retire shares of AerCap’s capital stock during the pendency of certain events of default; (iii) designate, except in compliance with certain terms, restricted subsidiaries as unrestricted subsidiaries or designate unrestricted subsidiaries as restricted subsidiaries; (iv) make investments in or transfer assets to unrestricted subsidiaries during the pendency of a default or event of default; and (v) consolidate, merge or sell or otherwise dispose of all or substantially all of AerCap’s assets.

ILFC Guarantees with respect to AerCap and AGAT Debt

On May 14, 2014, ILFC entered into guarantee assumption agreements (the “ Guarantee Assumption Agreements ”) with (i)  AGAT, AerCap U.S. Global Aviation LLC (“ AGAL ”), and AIG in connection with a $1,000,000,000 Five-Year Revolving Credit Agreement, dated as of December 16, 2013, (as amended, restated, supplemented or modified from time to time, the “ AIG Revolver ”) by and among AerCap, AerCap Ireland Capital Limited, as borrower, the subsidiary guarantors party thereto and AIG, as lender and administrative agent and (ii) AGAT, AGAL and Citibank, N.A. in connection with an Amended and Restated Revolving Credit Agreement, dated as of March 11, 2014, (as amended, restated, supplemented or modified from time to time, the “ A&R Citi Revolver ”, and together with the AIG Revolver , the “ Credit Agreements ”) by and among AerCap, AerCap Ireland Capital Limited, as borrower, the subsidiary guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent.  Pursuant to the Guarantee Assumption Agreements, ILFC will guarantee all present and future obligations and indebtedness of the applicable borrowers under each of the Credit Agreements.
 
 
 
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Further, on May 14, 2014, ILFC executed guarantees to guarantee the Notes issued by the Issuers and all obligations under the Indentures pursuant to which the Notes were issued on a senior unsecured basis.

Certain of the initial purchasers of the Notes and lenders party to the Credit Agreements, as well as certain of their respective affiliates, have provided, and may in the future provide, various commercial banking, investment banking, underwriting and other financial services, including financial advisory services, for ILFC, AGAT, AerCap and AerCap Ireland Capital Limited, for which they have received, and will receive, customary fees and expenses.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 14, 2014, ILFC, pursuant to the authorization of its board of directors, provided written notice to the NYSE that it intends to delist its 5.875% Notes due August 15, 2022 (the “ 2022 Notes ”) from The New York Stock Exchange (the “ NYSE ”).   In connection with the consummation of the Acquisition, AerCap has provided a guarantee of the 2022 Notes and other debt securities that ILFC has issued pursuant to effective registration statements filed with the Securities and Exchange Commission (collectively, the “ Debt Securities ”).  AerCap’s ordinary shares are listed on the NYSE and, as a result of AerCap’s guarantee of the Debt Securities, ILFC no longer needs to list any series of its Debt Securities on the NYSE or on another U.S. national exchange in order for the Debt Securities to be considered “covered securities” under Section 18 of the Securities Act of 1933, as amended.   ILFC intends to file a Form 25 with the U.S. Securities and Exchange Commission (“ SEC ”) on or about May 27, 2014 to effect the delisting. Accordingly, ILFC anticipates that its 2022 Notes will be delisted from the NYSE on or about June 6, 2014.  As of May 14, 2014, ILFC is exempt from the SEC’s reporting requirements pursuant to Rule 12h-5 promulgated under the Securities Exchange Act of 1934, as amended, as a result of AerCap’s guarantee of the Debt Securities in connection with the Reorganization.

AGAT has applied to admit the Debt Securities to the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market of the Irish Stock Exchange.

Item 5.01 Changes in Control of Registrant.

As previously disclosed in ILFC’s Current Report on Form 8-K filed on December 16, 2013 and as disclosed under Item 1.01 above, the Purchaser, AIG, AIGCC, and AerCap entered into the Share Purchase Agreement to effect the Acquisition.  The Acquisition was consummated on May 14, 2014 and 100 percent of ILFC’s common stock was sold by AIGCC, a wholly owned subsidiary of AIG, to Purchaser, a wholly owned subsidiary of AerCap, for consideration consisting of $3.0 billion of cash, a portion of which was funded by a special distribution of $600.0 million paid by ILFC to AIG upon consummation of the Acquisition, and approximately 97.6 million newly-issued AerCap common shares. In connection with the consummation of the Acquisition, AIG acquired approximately 46% of the common stock of AerCap on May 14, 2014.

Item 7.01 Regulation FD Disclosure.

On May 14, 2014, AerCap issued a press release relating to the consummation of the Acquisition.  On the same date, ILFC issued a press release announcing that it had provided written notice to the NYSE that it intends to delist the 2022 Notes from the NYSE.  A copy of each press release is furnished as Exhibit 99.1 and 99.2 to this report. This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of ILFC or AGAT, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 
 
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Item 9.01 Financial Statements and Exhibits.

( d) Exhibits

 
Exhibit No.
 
 
Description
     
4.1
 
Eleventh Supplemental Indenture, dated as of May 14, 2014, to the Indenture, dated as of November 1, 1991, by and among ILFC, AGAT and U.S. Bank National Association, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of November 1, 2000, the Second Supplemental Indenture, dated as of February 28, 2001, the Third Supplemental Indenture, dated September 26, 2001, the Fourth Supplemental Indenture, dated as of November 6, 2002, the Fifth Supplemental Indenture, dated as of December 27, 2002, the Sixth Supplemental Indenture, dated as of June 2, 2003, the Seventh Supplemental Indenture, dated as of October 8, 2004, the Eighth Supplemental Indenture, dated as of October 5, 2005, the Ninth Supplemental Indenture, dated as of October 6, 2006, and the Tenth Supplemental Indenture, dated as of October 9, 2007
     
4.2
 
Second Supplemental Indenture, dated as of May 14, 2014, to the Indenture, dated as of November 1, 2000, by and among ILFC, AGAT and The Bank of New York, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of August 16, 2002,
     
4.3
 
Third Supplemental Indenture, dated as of May 14, 2014, to the Junior Subordinated Indenture, dated as of December 21, 2005, by and among ILFC, AGAT and Deutsche Bank Trust Company Americas, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of July 25, 2013, and the Second Supplemental Indenture, dated as of July 25, 2013,
     
4.4
 
Ninth Supplemental Indenture, dated as of May 14, 2014, to the Indenture, dated as of August 1, 2006, by and among ILFC, AGAT and Deutsche Bank Trust Company Americas, as trustee, as previously supplemented by the First Supplemental Indenture, dated as of August 20, 2010, the Second Supplemental Indenture, dated as of December 7, 2010, the Third Supplemental Indenture, dated May 24, 2011, the Fourth Supplemental Indenture, dated as of December 22, 2011, the Fifth Supplemental Indenture, dated as of March 19, 2012, the Sixth Supplemental Indenture, dated as of August 21, 2012, the Seventh Supplemental Indenture, dated as of March 11, 2013, and the Eighth Supplemental Indenture, dated as of May 24, 2013,
     
4.5
 
First Supplemental Indenture, dated as of May 14, 2014, to the Indenture, dated as of August 11, 2010, by and among ILFC, AGAT, the guarantors party thereto and The Bank of Mellon Trust Company, N.A., as trustee
     
4.6
 
First Supplemental Indenture, dated as of May 14, 2014, to the Indenture, dated as of March 22, 2010, by and among ILFC, AGAT, Deutsche Bank Trust Company Americas, as paying agent, security registrar and authentication agent and Wilmington Trust FSB, as trustee
 
 
 
6
 
 
 
99.1
 
Press release issued by AerCap on May 14, 2014 announcing closing of Acquisition
     
99.2
 
Press release issued by ILFC announcing delisting of 2022 Notes from New York Stock Exchange

Forward-Looking Statements .   This Current Report on Form 8-K and the press releases furnished pursuant to Regulation FD contain statements that constitute forward-looking statements which can be identified by the use of words, such as “expects,” “intends” and similar expressions that do not relate to historical matters. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of ILFC or AGAT to vary materially from those anticipated, expected or projected, such as the establishment of AGAT’s tax residency in Ireland and the ability of ILFC to delist the 2022 Notes. Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in ILFC’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 5, 2014 and ILFC’s most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2014 and any risk factors contained in subsequent current, quarterly and annual reports ILFC or AGAT files with the SEC.
 

 
 
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
  INTERNATIONAL LEASE FINANCE CORPORATION  
       
  By:  /s/ Wouter Marinus den Dikken  
    Name:  Wouter Marinus den Dikken  
    Title:     Chief Executive Officer  
       
DATED: May 14, 2014      

 
8
 
Exhibit 4.1



 

_____________________________________________


ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of May 14, 2014

to the

INDENTURE
Dated as of November 1, 1991

Among

INTERNATIONAL LEASE FINANCE CORPORATION,

AERCAP GLOBAL AVIATION TRUST

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee


_____________________________________________
 
 
 
 
 
 
 
 

 
This ELEVENTH SUPPLEMENTAL INDENTURE, dated as of May 14, 2014 (this “ Supplemental Indenture ”) among International Lease Finance Corporation, a California corporation (herein called the “ Company ”), AerCap Global Aviation Trust, a Delaware statutory trust (herein called the “ Financing Trust ”), and U.S. Bank National Association, a New York banking corporation, as Trustee (herein called the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of November 1, 1991, by and between the Company and you, as trustee, as supplemented by the First Supplemental Indenture dated as of November 1, 2000, the Second Supplemental Indenture dated as of February 28, 2001, the Third Supplemental Indenture dated September 26, 2001, the Fourth Supplemental Indenture dated as of November 6, 2002, the Fifth Supplemental Indenture dated as of December 27, 2002, the Sixth Supplemental Indenture dated as of June 2, 2003, the Seventh Supplemental Indenture dated as of October 8, 2004, the Eighth Supplemental Indenture dated as of October 5, 2005, the Ninth Supplemental Indenture dated as of October 6, 2006 and the Tenth Supplemental Indenture dated as of October 9, 2007 (as supplemented, the “ Indenture ”), providing for the issuance from time to time of the Company’s Securities, to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 801 of the Indenture provides that under certain circumstances the Company may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person;

WHEREAS, the Company has authorized the transfer of certain of the Company’s assets to the Financing Trust, pursuant to the Completion Date Transfer Agreement, dated as of the date hereof, by and among the Company, the Financing Trust and other parties signatory thereto and the Reallocation Agreement, dated as of the date hereof, by and among AerCap U.S. Global Aviation LLC, a Delaware limited liability company and the direct parent of the Company, the Financing Trust and the other parties signatory thereto;

WHEREAS, pursuant to a guarantee agreement entered into as of the date hereof, certain of the Financing Trust’s Affiliates will agree to jointly and severally, irrevocably and unconditionally guarantee, on a senior basis, to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities and the obligations of the Financing Trust and the Company under the Indenture and the Securities;

WHEREAS, Section 802 of the Indenture provides that upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801 of the Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company therein;
 
 
 
1
 

 
WHEREAS, Section 901(1) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities;
 
WHEREAS, pursuant to Sections 801, 802 and 901(1) of the Indenture, the Company, the Financing Trust and the Trustee wish to evidence the assumption of the covenants of the Company by the Financing Trust and the succession and substitution of the Financing Trust for the Company under the Indenture;

WHEREAS, Section 901(9) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may make any provision under the Indenture with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, pursuant to Section 901(9) of the Indenture, the Company, the Financing Trust and the Trustee wish to evidence that following the assumption, succession and substitution of the Financing Trust for the Company under the Indenture, the Company, jointly and severally with the Financing Trust, will remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and will duly and punctually pay the principal of (and premium, if any) and interest on all the Securities, and will guarantee that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof ; and

WHEREAS, all conditions precedent provided for in Section 901 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.
 
     NOW, THEREFORE, in consideration of the foregoing, the Company, the Financing Trust and the Trustee agree as follows:
 
1.
Definitions. All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.
 
2.
Amendment to Section 101. The definition of “Corporate Trust Office” is amended and restated in its entirety as follows:
 
 
“Corporate Trust Office” means the principal office of the Trustee at 60 Livingston Avenue, EP-MN-WS3C, St. Paul, Minnesota 55107 or at such other location at which at any particular time its corporate trust business shall be administered.
 
3.
Assumption. The Financing Trust assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant, obligation and duty of the Indenture on the part of the Company to be performed or observed by the Company.
 
 
 
2
 

 
4.
Substitution. The Financing Trust shall succeed to, and be substituted for, and may exercise every right and power of, and shall be bound by all obligations and duties of, the Company under the Indenture with the same effect as if the Financing Trust had been named as the Company therein.
 
5.
Company to Remain Co-Obligor. Notwithstanding Section 802 of the Indenture and paragraphs 3 and 4 hereof, the Company, jointly and severally with the Financing Trust, hereby agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and to duly and punctually pay the principal of (and premium, if any) and interest on all the Securities and the Company hereby guarantees that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof.
 
6.
Ratification. Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect (including any Subsidiary which shall have been designated by the Board of Directors as a Non-Restricted Subsidiary as of the date hereof).
 
7.
Conflict with Trust Indenture Act. If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.
 
8.
Separability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
 
9.
Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
 
10.
Benefits of this Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.
 
11.
Successors and Assigns. All covenants and agreements in this Supplemental Indenture by the Company and the Financing Trust shall bind their respective successors and assigns, whether so expressed or not.
 
12.
Governing Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).
 
 
 
3
 
 
 
13.
Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.
 
[ Remainder of page intentionally left blank. ]
 
 
 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 
INTERNATIONAL LEASE FINANCE
CORPORATION
 
       
  By:  /s/ Aengus Kelly   
    Name:  Aengus Kelly  
    Title:    Chairman of the Board  
       
 

Attest:
 
     
     
By:
/s/ A.S. van Herwijnen  
  Name:  A.S. van Herwijnen  
  Title:    Corporate Secretary  
     
 
 
 
ELEVENTH SUPPLEMENTAL INDENTURE
 
                             

 
AERCAP GLOBAL AVIATION TRUST
 
       
  By:  /s/ Isobel Hanley   
    Name:  Isobel Hanley  
    Title:    Attorney-in-fact  
       

Attest:
 
     
     
By:
/s/ Ken Faulkner  
  Name:  Ken Faulkner  
  Title:    Chartered Secretary  
     
 

 
ELEVENTH SUPPLEMENTAL INDENTURE
 
 

 
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
 
       
  By:  /s/ Donald T. Hurrelbrink   
    Name:  Donald T. Hurrelbrink  
    Title:    Vice President  
       
 
 
 

 
ELEVENTH SUPPLEMENTAL INDENTURE
Exhibit 4.2

 


 
_____________________________________________


SECOND SUPPLEMENTAL INDENTURE
Dated as of May 14, 2014

to the

INDENTURE
Dated as of November 1, 2000

Among

INTERNATIONAL LEASE FINANCE CORPORATION,

AERCAP GLOBAL AVIATION TRUST

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee


_____________________________________________
 
 
 
 
 
 
 
 

 
This SECOND SUPPLEMENTAL INDENTURE, dated as of May 14, 2014 (this “ Supplemental Indenture ”) among International Lease Finance Corporation, a California corporation (herein called the “ Company ”), AerCap Global Aviation Trust, a Delaware statutory trust (herein called the “ Financing Trust ”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as successor to The Bank of New York Mellon (formerly known as The Bank of New York), as trustee under the Indenture (as hereinafter defined) (herein called the “ Trustee ”).

RECITALS OF THE COMPANY AND THE FINANCING TRUST

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of November 1, 2000, as supplemented by the First Supplemental Indenture, dated as of August 16, 2002 (as supplemented, the “ Indenture ”), providing for the issuance from time to time of the Company’s Securities, to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 801 of the Indenture provides that under certain circumstances the Company may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person;

WHEREAS, the Company has authorized the transfer of the Company’s properties and assets substantially as an entirety to the Financing Trust, pursuant to the Completion Date Transfer Agreement, dated as of the date hereof, by and among the Company, the Financing Trust and other parties signatory thereto and the Reallocation Agreement, dated as of the date hereof, by and among AerCap U.S. Global Aviation LLC, a Delaware limited liability company and the direct parent of the Company, the Financing Trust and the other parties signatory thereto;

WHEREAS, pursuant to a guarantee agreement entered into as of the date hereof, certain of the Financing Trust’s Affiliates will agree, jointly and severally, to unconditionally guarantee to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the obligations of the Financing Trust and the Company under the Indenture and the Securities in accordance with the terms of such guarantee agreement;

WHEREAS, Section 802 of the Indenture provides that upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801 of the Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company therein;

WHEREAS, Section 901(1) of the Indenture provides that without the consent of the Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities;
 
 
 
1
 

 
WHEREAS, pursuant to Sections 801, 802 and 901(1) of the Indenture, the Company and the Financing Trust wish to evidence the assumption of the covenants of the Company by the Financing Trust and the succession and substitution of the Financing Trust for the Company under the Indenture;

WHEREAS, Section 901(9) of the Indenture provides that without the consent of the Holders, the Company, when authorized by a Board Resolution, and the Trustee may enter into a supplemental indenture to make any provision under the Indenture with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, pursuant to Section 901(9) of the Indenture, the Company and the Financing Trust wish to evidence that following the assumption, succession and substitution of the Financing Trust for the Company under the Indenture, the Company, jointly and severally with the Financing Trust, will remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and will duly and punctually pay the principal of (and premium, if any) and interest on all the Securities, and will guarantee that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof ; and

WHEREAS, all conditions precedent provided for in Section 901 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.

WHEREAS, all things necessary to make this Supplemental Indenture a valid and binding agreement of the Company and the Financing Trust, in accordance with its terms, have been done.

NOW, THEREFORE, in consideration of the foregoing, the Company, the Financing Trust and the Trustee agree, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as follows:

 
1.
Definitions.   All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

 
2.
Assumption.   Pursuant to and in accordance with Section 801(1) of the Indenture, the Financing Trust hereby assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be performed or observed.

 
3.
Substitution.   Pursuant to and in accordance with Section 802 of the Indenture, the Financing Trust shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Financing Trust had been named as the Company in the Indenture.
 
 
 
2
 

 
 
4.
Company to Remain Co-Obligor.   Notwithstanding Section 802 of the Indenture, the Company, jointly and severally with the Financing Trust, hereby agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and to duly and punctually pay the principal of (and premium, if any) and interest on all the Securities and the Company hereby guarantees that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof.

 
5.
Reference to the Indenture; Ratification.   This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part of the Indenture. Except as hereby expressly amended and supplemented, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

 
6.
Responsibility for Recitals, Etc.   The recitals contained herein shall be taken as the statements of the Company or the Financing Trust, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture.

 
7.
Conflict with Trust Indenture Act.   If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

 
8.
Separability.   In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 
9.
Effect of Headings.   The section headings herein are for convenience only and shall not affect the construction hereof.

 
10.
Benefits of this Supplemental Indenture.   Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 
11.
Successors and Assigns.   All covenants and agreements in this Supplemental Indenture by the Company and the Financing Trust shall bind their respective successors and assigns, whether so expressed or not.  

 
12.
Governing Law.   This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).
 
 
 
3
 

 
 
13.
Counterparts.   This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.
 
 
  [ Remainder of page intentionally left blank. ]
 
 
 
4
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


 
INTERNATIONAL LEASE FINANCE
CORPORATION
 
       
  By:  /s/ Aengus Kelly  
    Name:  Aengus Kelly  
    Title:    Chairman of the Board  
       

 
 
SECOND SUPPLEMENTAL INDENTURE
 
 

 
AERCAP GLOBAL AVIATION TRUST
 
       
  By:  /s/ Isobel Hanley  
    Name:  Isobel Hanley  
    Title:    Attorney-in-fact  
       

 

 
SECOND SUPPLEMENTAL INDENTURE
 
 
 
 
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
 
       
  By:  /s/ Melonee Young  
    Name:  Melonee Young  
    Title:    Vice President  
       
 

 
 
SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.3
 

 

 
_____________________________________________


THIRD SUPPLEMENTAL INDENTURE
Dated as of May 14, 2014

to the

JUNIOR SUBORDINATED INDENTURE
Dated as of December 21, 2005

Among

INTERNATIONAL LEASE FINANCE CORPORATION,

AERCAP GLOBAL AVIATION TRUST

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee


_____________________________________________
 
 
 
 
 
 
 
 

 
This THIRD SUPPLEMENTAL INDENTURE, dated as of May 14, 2014 (this “ Supplemental Indenture ”) among International Lease Finance Corporation, a California corporation (herein called the “ Company ”), AerCap Global Aviation Trust, a Delaware statutory trust (herein called the “ Financing Trust ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered a junior subordinated indenture, dated as of December 21, 2005, as supplemented by the First Supplemental Indenture dated as of July 25, 2013 and the Second Supplemental Indenture dated as of July 25, 2013 (as supplemented, the “ Indenture ”), providing for the issuance from time to time of the Company’s Securities, to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 8.01 of the Indenture provides that under certain circumstances the Company may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person;

WHEREAS, the Company has authorized the transfer of certain of the Company’s assets to the Financing Trust, pursuant to the Completion Date Transfer Agreement, dated as of the date hereof, by and among the Company, the Financing Trust and other parties signatory thereto and the Reallocation Agreement, dated as of the date hereof, by and among AerCap U.S. Global Aviation LLC, a Delaware limited liability company and the direct parent of the Company, the Financing Trust and the other parties signatory thereto;

WHEREAS, pursuant to a guarantee agreement entered into as of the date hereof, certain of the Financing Trust’s Affiliates will agree to jointly and severally, irrevocably and unconditionally guarantee, on a senior basis, to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities and the obligations of the Financing Trust and the Company under the Indenture and the Securities;

WHEREAS, Section 8.02 of the Indenture provides that upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01 of the Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company therein;

WHEREAS, Section 9.01(a) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities;
 
 
 
1
 

 
WHEREAS, pursuant to Sections 8.01, 8.02 and 9.01(a) of the Indenture, the Company, the Financing Trust and the Trustee wish to evidence the assumption of the covenants of the Company by the Financing Trust and the succession and substitution of the Financing Trust for the Company under the Indenture;

WHEREAS, Section 9.01(i) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may make any provision under the Indenture with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, pursuant to Section 9.01(i) of the Indenture, the Company, the Financing Trust and the Trustee wish to evidence that following the assumption, succession and substitution of the Financing Trust for the Company under the Indenture, the Company, jointly and severally with the Financing Trust, will remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and will duly and punctually pay the principal of (and premium, if any) and interest on all the Securities, and will guarantee that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof ; and

WHEREAS, all conditions precedent provided for in Section 9.01 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.

NOW, THEREFORE, in consideration of the foregoing, the Company, the Financing Trust and the Trustee agree as follows:

 
1.
Definitions.   All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

 
2.
Assumption.   The Financing Trust assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be performed or observed by the Company.

 
3.
Substitution.   The Financing Trust shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Financing Trust had been named as the Company therein.

 
4.
Company to Remain Co-Obligor.   Notwithstanding Section 8.02 of the Indenture, the Company, jointly and severally with the Financing Trust, hereby agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and to duly and punctually pay the principal of (and premium, if any) and interest on all the Securities and the Company hereby guarantees that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof.

 
5.
Ratification.   Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect (including any Subsidiary which shall have been designated by the Board of Directors as a Non-Restricted Subsidiary as of the date hereof).
 
 
 
2
 

 
 
6.
Conflict with Trust Indenture Act.   If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

 
7.
Separability.   In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 
8.
Effect of Headings.   The section headings herein are for convenience only and shall not affect the construction hereof.

 
9.
Benefits of this Supplemental Indenture.   Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 
10.
Successors and Assigns.   All covenants and agreements in this Supplemental Indenture by the Company and the Financing Trust shall bind their respective successors and assigns, whether so expressed or not.  

 
11.
Governing Law.   This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

 
12.
Counterparts.   This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.
 
 
  [ Remainder of page intentionally left blank. ]
 
 
 
3
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


 
INTERNATIONAL LEASE FINANCE
CORPORATION
 
       
  By:  /s/ Aengus Kelly   
    Name:  Aengus Kelly  
    Title:    Chairman of the Board  
       

Attest:
 
     
     
By:
/s/ A.S. van Herwijnen  
  Name:  A.S. van Herwijnen  
  Title:    Corporate Secretary  
     
 
 
 
THIRD SUPPLEMENTAL INDENTURE
 
 

 
AERCAP GLOBAL AVIATION TRUST
 
       
  By:  /s/ Isobel Hanley   
    Name:  Isobel Hanley  
    Title:    Attorney-in-fact  
       

Attest:
 
     
     
By:
/s/ Ken Faulkner  
  Name:  Ken Faulkner  
  Title:    Chartered Secretary  
     
 
 
 
THIRD SUPPLEMENTAL INDENTURE
 
 

 
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
 
       
  By:  /s/ Carol Ng  
    Name:  Carol Ng  
    Title:    Vice President  
       
 

  By:  /s/ Randy Kahn  
    Name:  Randy Kahn  
    Title:    Vice President  
       
 
 
Attest:
 
     
     
By:  /s/ Deirdra N. Ross  
  Name:  Deirdra N. Ross  
  Title:    Vice President  
     

 
 
THIRD SUPPLEMENTAL INDENTURE
 

Exhibit 4.4
 
 
 
 
 


NINTH SUPPLEMENTAL INDENTURE
Dated as of May 14, 2014

to the

INDENTURE
Dated as of August 1, 2006

Among

INTERNATIONAL LEASE FINANCE CORPORATION,

AERCAP GLOBAL AVIATION TRUST

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee


 
 
 
 
 
 
 
 
 

 
This NINTH SUPPLEMENTAL INDENTURE, dated as of May 14, 2014 (this “ Supplemental Indenture ”) among International Lease Finance Corporation, a California corporation (herein called the “ Company ”), AerCap Global Aviation Trust, a Delaware statutory trust (herein called the “ Financing Trust ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of August 1, 2006, as supplemented by the First Supplemental Indenture, dated as of August 20, 2010, the Second Supplemental Indenture, dated as of December 7, 2010, the Third Supplemental Indenture, dated as of May 24, 2011, the Fourth Supplemental Indenture, dated as of December 22, 2011, the Fifth Supplemental Indenture, dated as of March 19, 2012, the Sixth Supplemental Indenture, dated as of August 21, 2012, the Seventh Supplemental Indenture, dated as of March 11, 2013 and the Eighth Supplemental Indenture, dated as of May 24, 2013 (as supplemented, the “ Indenture ”), providing for the issuance from time to time of the Company’s Securities, to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 801 of the Indenture provides that under certain circumstances the Company may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person;

WHEREAS, the Company has authorized the transfer of certain of the Company’s assets to the Financing Trust, pursuant to the Completion Date Transfer Agreement, dated as of the date hereof, by and among the Company, the Financing Trust and other parties signatory thereto and the Reallocation Agreement, dated as of the date hereof, by and among AerCap U.S. Global Aviation LLC, a Delaware limited liability company and the direct parent of the Company, the Financing Trust and the other parties signatory thereto;

WHEREAS, pursuant to a guarantee agreement entered into as of the date hereof, certain of the Financing Trust’s Affiliates will agree to jointly and severally, irrevocably and unconditionally guarantee, on a senior basis, to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities and the obligations of the Financing Trust and the Company under the Indenture and the Securities;
 
WHEREAS, Section 802 of the Indenture provides that upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801 of the Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company therein;
 
 
 
1
 
 
 
WHEREAS, Section 901(1) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities;

WHEREAS, pursuant to Sections 801, 802 and 901(1) of the Indenture, the Company, the Financing Trust and the Trustee wish to evidence the assumption of the covenants of the Company by the Financing Trust and the succession and substitution of the Financing Trust for the Company under the Indenture;

WHEREAS, Section 901(9) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may make any provision under the Indenture with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, pursuant to Section 901(9) of the Indenture, the Company, the Financing Trust and the Trustee wish to evidence that following the assumption, succession and substitution of the Financing Trust for the Company under the Indenture, the Company, jointly and severally with the Financing Trust, will remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and will duly and punctually pay the principal of (and premium, if any) and interest on all the Securities, and will guarantee that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof ; and

WHEREAS, all conditions precedent provided for in Section 901 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.

NOW, THEREFORE, in consideration of the foregoing, the Company, the Financing Trust and the Trustee agree as follows:

 
1.
Definitions.   All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

 
2.
Assumption.   The Financing Trust assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be performed or observed by the Company.

 
3.
Substitution.   The Financing Trust shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Financing Trust had been named as the Company therein.

 
4.
Company to Remain Co-Obligor.   Notwithstanding Section 802 of the Indenture, the Company, jointly and severally with the Financing Trust, hereby agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and to duly and punctually pay the principal of (and premium, if any) and interest on all the Securities and the Company hereby guarantees that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof.
 
 
 
2
 
 
 
 
5.
Ratification.   Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect (including any Subsidiary which shall have been designated by the Board of Directors as a Non-Restricted Subsidiary as of the date hereof).

 
6.
Conflict with Trust Indenture Act.   If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

 
7.
Separability.   In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 
8.
Effect of Headings.   The section headings herein are for convenience only and shall not affect the construction hereof.

 
9.
Benefits of this Supplemental Indenture.   Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 
10.
Successors and Assigns.   All covenants and agreements in this Supplemental Indenture by the Company and the Financing Trust shall bind their respective successors and assigns, whether so expressed or not.  

 
11.
Governing Law.   This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

 
12.
Counterparts.   This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.
 
 
  [ Remainder of page intentionally left blank. ]
 
 
 
3
 
 
 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


 
INTERNATIONAL LEASE FINANCE
CORPORATION
 
       
  By:  /s/ Aengus Kelly   
    Name:  Aengus Kelly  
    Title:    Chairman of the Board  
       

Attest:
 
     
     
By:  /s/ A.S. van Herwijnen   
  Name:  A.S. van Herwijnen  
  Title:    Corporate Secretary  
     
 
 
 
NINTH SUPPLEMENTAL INDENTURE 
 
 
 
 
AERCAP GLOBAL AVIATION TRUST
 
       
  By:  /s/ Isobel Hanley   
    Name:  Isobel Hanley  
    Title:    Attorney-in-fact  
       

Attest:
 
     
     
By:  /s/ Ken Faulkner  
  Name:  Ken Faulkner  
  Title:    Chartered Secretary  
     
 
 
 
NINTH SUPPLEMENTAL INDENTURE 
 
 

 
DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Trustee
 
       
 
By: 
/s/ Carol Ng  
    Name:  Carol Ng  
    Title:    Vice President  
       

 
By: 
/s/ Randy Kahn  
    Name:  Randy Kahn  
    Title:    Vice President  
       
 
Attest:
 
     
     
By:
/s/ Deirdra N. Ross  
  Name:  Deirdra N. Ross  
  Title:    Vice President  
     

 
 
NINTH SUPPLEMENTAL INDENTURE
 

Exhibit 4.5
 


 

_____________________________________________


FIRST SUPPLEMENTAL INDENTURE
Dated as of May 14, 2014

to the

INDENTURE
Dated as of August 11, 2010

Among

INTERNATIONAL LEASE FINANCE CORPORATION,

THE GUARANTOR PARTIES NAMED HEREIN,

AERCAP GLOBAL AVIATION TRUST

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee


_____________________________________________
 
 
 
 
 
 
 
 

 
This FIRST SUPPLEMENTAL INDENTURE, dated as of May 14, 2014 (this “ Supplemental Indenture ”), among International Lease Finance Corporation, a California corporation (herein called the “ Company ”), certain subsidiaries of the Company from time to time parties hereto (herein called the “ Guarantor Parties ”), AerCap Global Aviation Trust, a Delaware statutory trust (herein called the “ Financing Trust ”), and The Bank of New York Mellon Trust Company, N.A., as trustee under the Indenture (as hereinafter defined) (herein called the “ Trustee ”).

RECITALS OF THE COMPANY, THE GUARANTOR PARTIES AND THE
FINANCING TRUST

WHEREAS, the Company, the Guarantor Parties and the Trustee have heretofore executed and delivered an indenture, dated as of August 11, 2010 (the “ Indenture ”), providing for the issuance from time to time of the Company’s Securities, to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 8.01(a) of the Indenture provides that under certain circumstances the Company may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person;

WHEREAS, the Company has authorized the transfer of the Company’s properties and assets substantially as an entirety to the Financing Trust, pursuant to the Completion Date Transfer Agreement, dated as of the date hereof, by and among the Company, the Financing Trust and other parties signatory thereto and the Reallocation Agreement, dated as of the date hereof, by and among AerCap U.S. Global Aviation LLC, a Delaware limited liability company and the direct parent of the Company, the Financing Trust and the other parties signatory thereto;

WHEREAS, pursuant to a guarantee agreement entered into as of the date hereof, certain of the Financing Trust’s Affiliates will agree, jointly and severally, to unconditionally guarantee, to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities or the obligations of the Financing Trust and the Company under the Indenture and the Securities in accordance with the terms of such guarantee agreement and not as a Guarantor Party under the Indenture;

WHEREAS, Section 8.02 of the Indenture provides that upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8.01 of the Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Mortgage with the same effect as if such successor Person had been named as the Company therein;

WHEREAS, Section 9.01(a) of the Indenture provides that without the consent of the Holders, the Company, when authorized by a Board Resolution, and the Trustee (when instructed by Company Order) may enter into a supplemental indenture to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the Indenture, the Mortgage and in the Securities;
 
 
 
1
 

 
WHEREAS, pursuant to Sections 8.01, 8.02 and 9.01(a) of the Indenture, the Company, the Guarantor Parties and the Financing Trust wish to evidence the assumption of the covenants of the Company by the Financing Trust and the succession and substitution of the Financing Trust for the Company under the Indenture and the Mortgage;

WHEREAS, Section 9.01(k) of the Indenture provides that without the consent of the Holders, the Company, when authorized by a Board Resolution, and the Trustee (when instructed by Company Order) may enter into a supplemental indenture to make any provision under the Indenture with respect to matters or questions arising under this Indenture or under the Mortgage, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, pursuant to Section 9.01(k) of the Indenture, the Company, the Guarantor Parties and the Financing Trust wish to evidence that following the assumption, succession and substitution of the Financing Trust for the Company under the Indenture, the Company, jointly and severally with the Financing Trust, will remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and will duly and punctually pay the principal of (and premium, if any) and interest on all the Securities, and will guarantee that all other obligations of the Financing Trust under the Indenture and the Mortgage will be promptly performed in accordance with the terms thereof ; and

WHEREAS, all conditions precedent provided for in Section 9.01 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.

WHEREAS, all things necessary to make this Supplemental Indenture a valid and binding agreement of the Company, the Guarantor Parties and the Financing Trust, in accordance with its terms, have been done.

NOW, THEREFORE, in consideration of the foregoing, the Company, the Guarantor Parties, the Financing Trust and the Trustee agree, for the equal and proportionate benefit of all Holders of the Securities or of a series thereof, as follows:

 
1.
Definitions.   All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

 
2.
Assumption.   Pursuant to and in accordance with Section 8.01(a)(i) of the Indenture, the Financing Trust hereby assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture and the Mortgage on the part of the Company to be performed or observed.

 
3.
Substitution.   Pursuant to and in accordance with Section 8.02 of the Indenture, the Financing Trust shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Mortgage with the same effect as if the Financing Trust had been named as the Company in the Indenture.
 
 
 
2
 

 
 
4.
Company to Remain Co-Obligor.   Notwithstanding Section 8.02 of the Indenture, the Company, jointly and severally with the Financing Trust, hereby agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and to duly and punctually pay the principal of (and premium, if any) and interest on all the Securities and the Company hereby guarantees that all other obligations of the Financing Trust under the Indenture and the Mortgage will be promptly performed in accordance with the terms thereof.

 
5.
Reference to the Indenture; Ratification.   This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part of the Indenture. Except as hereby expressly amended and supplemented, the Indenture and the Mortgage are in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

 
6.
Responsibility for Recitals, Etc.   The recitals contained herein shall be taken as the statements of the Company, the Guarantor Parties or the Financing Trust, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture or the Mortgage.

 
7.
Conflict with Trust Indenture Act.   If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

 
8.
Separability.   In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 
9.
Effect of Headings.   The section headings herein are for convenience only and shall not affect the construction hereof.

 
10.
Benefits of this Supplemental Indenture.   Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 
11.
Successors and Assigns.   All covenants and agreements in this Supplemental Indenture by the Company and the Financing Trust shall bind their respective successors and assigns, whether so expressed or not.  
 
 
 
3
 

 
 
12.
Governing Law.   This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

 
13.
Counterparts.   This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.
 
 
  [ Remainder of page intentionally left blank. ]
 
 
 
 
4
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


 
INTERNATIONAL LEASE FINANCE
CORPORATION
 
       
  By:  /s/  Aengus Kelly   
    Name:  Aengus Kelly  
    Title:    Chairman of the Board  
       

 
 
 
FIRST SUPPLEMENTAL INDENTURE
 
 

 
SIGNED AND DELIVERED AS A DEED
for and on behalf of
 
     
  ILFC IRELAND LIMITED  
     
  by its duly appointed attorney:  
     
   /s/  Lourda Moloney  
  Name:  Lourda Moloney  
  Title:    Director  
     
  in the presence of:   
 
   /s/ Ken Faulkner  
  Name:  Ken Faulkner  
  Occupation:  Chartered Secretary  
  Address:  4450 Atlantic Avenue,   
    Westpark, Shannon   
    Co. Clare, Ireland   

 
 
FIRST SUPPLEMENTAL INDENTURE
 
 

 
ILFC (BERMUDA) III, Ltd.
 
       
  By:  /s/ Lourda Moloney   
    Name:  Lourda Moloney  
    Title:    Director  
       

 
 
FIRST SUPPLEMENTAL INDENTURE
 
 
 
 
AERCAP GLOBAL AVIATION TRUST
 
       
  By:  /s/ Isobel Hanley   
    Name:  Isobel Hanley  
    Title:    Attorney-in-fact  
       

 
 
FIRST SUPPLEMENTAL INDENTURE
 
 
 
 
THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A.,
as Trustee
 
       
  By:  /s/ Melonee Young   
    Name:  Melonee Young  
    Title:    Vice President  
       


 
FIRST SUPPLEMENTAL INDENTURE

Exhibit 4.6
 
 

 

_____________________________________________


FIRST SUPPLEMENTAL INDENTURE
Dated as of May 14, 2014

to the

INDENTURE
Dated as of March 22, 2010

Among

INTERNATIONAL LEASE FINANCE CORPORATION,

AERCAP GLOBAL AVIATION TRUST

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee

_____________________________________________
 
 
 
 
 
 
 
 

 
This FIRST SUPPLEMENTAL INDENTURE, dated as of May 14, 2014 (this “ Supplemental Indenture ”) among International Lease Finance Corporation, a California corporation (herein called the “ Company ”), AerCap Global Aviation Trust, a Delaware statutory trust (herein called the “ Financing Trust ”), and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, a national banking association, as Trustee (herein called the “ Trustee ”).

RECITALS

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of March 22, 2010 (as amended, modified or supplemented from time to time prior to the date hereof, the “ Indenture ”), providing for the issuance from time to time of the Company’s Securities, to be issued in one or more series as provided in the Indenture;

WHEREAS, Section 801 of the Indenture provides that under certain circumstances the Company may consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person;

WHEREAS, the Company has authorized the transfer of certain of the Company’s assets to the Financing Trust, pursuant to the Completion Date Transfer Agreement, dated as of the date hereof, by and among the Company, the Financing Trust and other parties signatory thereto and the Reallocation Agreement, dated as of the date hereof, by and among the Financing Trust, AerCap U.S. Global Aviation LLC, a Delaware limited liability company and the direct parent of the Company, and the other parties signatory thereto;

WHEREAS, pursuant to a guarantee agreement entered into as of the date hereof, certain of the Financing Trust’s Affiliates will agree to jointly and severally, irrevocably and unconditionally guarantee, on a senior basis, to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of the Indenture, the Securities and the obligations of the Financing Trust and the Company under the Indenture and the Securities;

WHEREAS, Section 802 of the Indenture provides that upon any consolidation by the Company with or merger by the Company into any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801 of the Indenture, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor Person had been named as the Company therein;

WHEREAS, Section 901(1) of the Indenture provides that without the consent of the Holders, the Company, when authorized by a board resolution, and the Trustee may evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company in the Indenture and in the Securities;
 
 
 
1
 

 
WHEREAS, pursuant to Sections 801, 802 and 901(1) of the Indenture, the Company and the Financing Trust wish the parties hereto to evidence the assumption of the covenants of the Company by the Financing Trust and the succession and substitution of the Financing Trust for the Company under the Indenture;

WHEREAS, Section 901(9) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may make any provision under the Indenture with respect to matters or questions arising under this Indenture, provided such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect;

WHEREAS, pursuant to Section 901(9) of the Indenture, the Company and the Financing Trust wish the parties hereto to evidence that following the assumption, succession and substitution of the Financing Trust for the Company under the Indenture, the Company, jointly and severally with the Financing Trust, will remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and will duly and punctually pay the principal of (and premium, if any) and interest on all the Securities, and will guarantee that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof ; and

WHEREAS, all conditions precedent provided for in the Indenture relating to the execution of this Supplemental Indenture have been complied with.

NOW, THEREFORE, in consideration of the foregoing, the Company, the Financing Trust and the Trustee agree as follows:

 
1.
Definitions.   All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

 
2.
Assumption.   The Financing Trust assumes the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance of every covenant of the Indenture on the part of the Company to be performed or observed by the Company.

 
3.
Substitution.   The Financing Trust shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Financing Trust had been named as the Company therein.

 
4.
Company to Remain Co-Obligor.   Notwithstanding Section 802 of the Indenture, the Company, jointly and severally with the Financing Trust, hereby agrees to remain obligated for the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and to duly and punctually pay the principal of (and premium, if any) and interest on all the Securities and the Company hereby guarantees that all other obligations of the Financing Trust under the Indenture will be promptly performed in accordance with the terms thereof.

 
5.
Ratification.   Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect (including any designation by the Board of Directors of a Subsidiary as a Non-Restricted Subsidiary as of the date hereof).
 
 
 
2
 

 
 
6.
Conflict with Trust Indenture Act.   If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

 
7.
Separability.   In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 
8.
Effect of Headings.   The section headings herein are for convenience only and shall not affect the construction hereof.

 
9.
Benefits of this Supplemental Indenture.   Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 
10.
Successors and Assigns.   All covenants and agreements in this Supplemental Indenture by the Company and the Financing Trust shall bind their respective successors and assigns, whether so expressed or not.  

 
11.
Governing Law.   This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

 
12.
Counterparts.   This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.

 
13.
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Financing Trust and the Company.
 
 
[ Remainder of page intentionally left blank. ]
 
 
 
3
 

 
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


 
INTERNATIONAL LEASE FINANCE
CORPORATION
 
       
  By:  /s/ Aengus Kelly   
    Name:  Aengus Kelly  
    Title:    Chairman of the Board  
       

Attest:
 
     
     
By:  /s/ A.S. van Herwijnen   
  Name:  A.S. van Herwijnen  
  Title:    Corporate Secretary  
     
 
 
 
FIRST SUPPLEMENTAL INDENTURE
 
 

 
AERCAP GLOBAL AVIATION TRUST
 
       
  By:  /s/ Isobel Hanley   
    Name:  Isobel Hanley  
    Title:    Attorney-in-fact  
       

Attest:
 
     
     
By:  /s/ Ken Faulkner   
  Name:  Ken Faulkner  
  Title:    Chartered Secretary  
     


 
FIRST SUPPLEMENTAL INDENTURE
 
 

 
WILMINGTON TRUST, NATIONAL ASSOCIATION
(as successor by merger to WILMINGTON TRUST FSB), as Trustee
 
       
  By:  /s/ Timothy P. Mowdy   
    Name:  Timothy P. Mowdy  
    Title:    Administrative Vice President  
       
 
 
 
FIRST SUPPLEMENTAL INDENTURE
 

 
Exhibit 99.1
 
 
 

 
 
AerCap Completes Acquisition of ILFC from AIG and Closes Private Offering of $2.6 Billion Aggregate Principal Amount of Senior Notes

Amsterdam, Netherlands; May 14, 2014 – AerCap Holdings N.V. (“AerCap”) (NYSE: AER) has completed its previously announced acquisition of International Lease Finance Corporation (“ILFC”) from American International Group, Inc. (“AIG”) (NYSE: AIG). Under the terms of the agreement, AerCap paid AIG $3.0 billion in cash and 97,560,976 AerCap ordinary shares, which represents an approximately 46% ownership position in AerCap’s ordinary share capital.

In connection with the acquisition, AerCap Ireland Capital Limited and AerCap Global Aviation Trust, each a wholly-owned subsidiary of AerCap, completed their previously announced offering of $2.6 billion aggregate principal amount of senior notes (the “Notes”), consisting of three tranches of varying tenor in a private placement. The Notes are fully and unconditionally guaranteed on a senior unsecured basis by AerCap and certain of its subsidiaries. The net proceeds of the private placement were used to finance part of the consideration payable in connection with the acquisition.

AerCap’s new $2.75 billion four-year unsecured revolving credit facility became available as of the closing of the acquisition, replacing ILFC’s $2.3 billion unsecured revolving credit facility. Additionally, as part of the transaction, AerCap procured from AIG a committed five-year $1.0 billion unsecured revolving credit facility.

AerCap’s CEO Aengus Kelly commented on the completion of the acquisition: “With approximately $45 billion of assets coupled with a diverse fleet of 1,300 aircraft and an attractive forward order book, AerCap will be a driving force in the industry.  As such, we are well positioned to offer our customers on a global basis an unprecedented portfolio of best-in-class aircraft, while providing our shareholders tremendous growth prospects in the coming years.  Further, with our new colleagues from ILFC, we are truly excited about the prospects for the combined company with ample liquidity and capital resources to provide future growth to benefit all of our stakeholders.”

In connection with the acquisition, Mr. Robert H. Benmosche, President and CEO of AIG, and Mr. David L. Herzog, Executive Vice President and CFO of AIG, have joined the Board of Directors of AerCap.

In addition to CEO Aengus Kelly, AerCap’s senior executive team will be comprised of Keith Helming as Chief Financial Officer, Philip Scruggs as President & Chief Commercial Officer, and Erwin den Dikken as Chief Operating Officer.
 
 
 
1 of 2
 

 
Headquartered in Amsterdam, the company has offices in Los Angeles, Shannon, Dublin, Fort Lauderdale, Miami, Singapore, Shanghai, Abu Dhabi, Seattle and Toulouse.

Advisors

UBS Investment Bank (“UBS”) acted as the lead financial advisor to AerCap. Goldman Sachs acted as sole financial advisor to AerCap’s Board of Directors. Cravath, Swaine & Moore LLP and NautaDutilh NV acted as legal advisors to AerCap.

About AerCap

AerCap has become the global leader in aircraft leasing with 1,300 owned and managed aircraft in its current fleet and a highly attractive portfolio of 363 high-demand, fuel-efficient aircraft on order. AerCap serves over 200 customers in more than 90 countries with comprehensive fleet solutions and provides part-out and engine leasing services through its subsidiary, AeroTurbine. AerCap is listed on the New York Stock Exchange (AER).

The Notes and the related guarantees will not initially be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor shall there be any offer, solicitation or sale of any Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release may contain forward-looking statements that involve risks and uncertainties. In most cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms or similar terminology.  Such forward-looking statements are not guarantees of future performance and involve significant assumptions, risks and uncertainties, and actual results may differ materially from those in the forward-looking statements. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: the ability of AerCap to successfully integrate ILFC’s operations and employees and realize anticipated synergies and cost savings and the potential impact of the transaction on relationships, including with employees, suppliers, customers and competitors; and changes in general economic, business and political conditions, including changes in the financial markets. In addition, please refer to the documents that AerCap files with the SEC, which identify and address other important factors that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this press release. AerCap is under no duty to update any of the forward-looking statements after the date of this press release to conform to actual results.


For Media:
Frauke Oberdieck
Tel. +31 20 655 9616
foberdieck@aercap.com
For Investors:
Peter Wortel
Tel. +31 20 655 9658
pwortel@aercap.com

www.aercap.com
 
 
 
2 of 2
 
Exhibit 99.2
 
       
                                                                                                                                                                                   Contact: Paul Thibeau, +1 310 788 1999, pthibeau@ilfc.com
                                                              
ILFC ANNOUNCES ITS INTENTION TO VOLUNTARILY DELIST ITS
DEBT SECURITIES FROM THE NYSE
 
LOS ANGELES – May 14, 2014 – International Lease Finance Corporation (ILFC), a wholly owned subsidiary of AerCap Holdings N.V. (“AerCap,” NYSE: AER) , announced today its intention to voluntarily delist its 5.875% Notes due August 15, 2022 (the “2022 Notes”) from The New York Stock Exchange (the “NYSE”).

In connection with the previously announced acquisition of 100% of ILFC’s common stock by AerCap Holdings N.V. (“AerCap”) from AIG, which was consummated on May 14, 2014, AerCap has provided a guarantee on the 2022 Notes and other debt securities that ILFC has issued pursuant to effective registration statements filed with the Securities and Exchange Commission (collectively, the “Debt Securities”).  AerCap’s ordinary shares are listed on the NYSE and, as a result of AerCap’s guarantee of the Debt Securities, ILFC no longer needs to list any series of its Debt Securities on the NYSE or on another U.S. national exchange in order for the Debt Securities to be considered “covered securities” under Section 18 of the Securities Act of 1933, as amended.

ILFC provided written notice today to the NYSE that it intends to delist its 2022 Notes. The Company intends to file a Form 25 with the U.S. Securities and Exchange Commission (“SEC”) on or about May 27, 2014 to effect the delisting. Accordingly, ILFC further anticipates that its 2022 Notes will be delisted from the NYSE on or about June 6, 2014.  Once the delisting is effective, ILFC will be exempt from the SEC’s reporting requirements pursuant to Rule 12h-5 promulgated under the Securities Exchange Act of 1934, as amended, as a result of AerCap’s guarantee of the Debt Securities.

ILFC has not arranged for quotation of the 2022 Notes on another U.S. national exchange or in a quotation medium in the U.S.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect ILFC’s current views with respect to future events and are based on assumptions and are subject to risks and uncertainties.  These risks and uncertainties include, but are not limited to, the risk that we cannot successfully delist the 2022 Notes from the NYSE.  Additional information regarding these and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in ILFC’s Annual Report on Form 10-K for the year ended December 31, 2013 filed with the SEC on March 5, 2014 and any risk factors contained in subsequent current, quarterly and annual reports ILFC files with the SEC.

###