CALIFORNIA
|
1-31616
|
22-3059110
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
¨
|
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))
|
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
”).
|
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
|
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
|
INTERNATIONAL LEASE FINANCE CORPORATION | |||
By: | /s/ Wouter Marinus den Dikken | ||
Name: Wouter Marinus den Dikken | |||
Title: Chief Executive Officer | |||
DATED: May 14, 2014 |
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.
|
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).
|
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.
|
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 | ||
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 | ||
|
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.
|
|
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).
|
|
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.
|
INTERNATIONAL LEASE FINANCE
CORPORATION
|
|||
By: | /s/ Aengus Kelly | ||
Name: Aengus Kelly | |||
Title: Chairman of the Board | |||
|
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).
|
|
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.
|
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 | ||
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 | ||
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 | ||
|
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 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.
|
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 | ||
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 | ||
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 | ||
|
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.
|
|
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.
|
|
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.
|
INTERNATIONAL LEASE FINANCE
CORPORATION
|
|||
By: | /s/ Aengus Kelly | ||
Name: Aengus Kelly | |||
Title: Chairman of the Board | |||
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 |
THE BANK OF NEW YORK MELLON TRUSTCOMPANY, N.A.,
as Trustee
|
|||
By: | /s/ Melonee Young | ||
Name: Melonee Young | |||
Title: Vice President | |||
|
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).
|
|
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.
|
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 | ||
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 | ||
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 | |||
For Media:
Frauke Oberdieck
Tel. +31 20 655 9616
foberdieck@aercap.com
|
For Investors:
Peter Wortel
Tel. +31 20 655 9658
pwortel@aercap.com
|
Contact: Paul Thibeau, +1 310 788 1999, pthibeau@ilfc.com |