EIGHTH SUPPLEMENTAL
INDENTURE
EIGHTH
SUPPLEMENTAL INDENTURE, dated as of October 5, 2005 (this
“Supplement”), between International Lease Finance
Corporation, a corporation duly organized and existing under the
laws of the State of California (hereinafter called the
“Company”), and U.S. Bank National Association, as
Trustee (hereinafter called the “Trustee”).
The
Company has heretofore executed and delivered an Indenture, dated
as of November 1, 1991 (hereinafter called the
“Indenture”) with the Trustee, as successor to
Continental Bank, National Association, providing, among other
things, for the issuance from time to time of the Company’s
unsecured debentures, notes or other evidences of indebtedness in
one or more series.
Pursuant
to the terms of the Indenture, an Officers’ Certificate dated
May 21, 1997 and instructions from a Designated Person of the
Company in connection with the 1997A Notes (as defined below),
Medium-Term Notes, Series I, due November 15, 2005 in the
aggregate principal amount of $50,000,000 (the “1997A
Notes”) were issued on May 30, 1997.
Pursuant
to the terms of the First Supplemental Indenture, dated as of
November 1, 2000, the Fourth Supplemental Indenture, dated as
of November 6, 2002, the Sixth Supplemental Indenture, dated
as of June 2, 2003 (the “Sixth Supplemental
Indenture”) and the Seventh Supplemental Indenture, dated as
of October 8, 2004 (the “Seventh Supplemental
Indenture”), the terms of the 1997A Notes were amended in
certain respects.
Pursuant
to the terms of the Indenture, and an Officers’ Certificate
dated May 21, 1997 and instructions from a Designated Person
of the Company in connection with the 1997B Notes (as defined
below), Medium-Term Notes, Series I, due March 1, 2006 in
the aggregate principal amount of $50,000,000 (the “1997B
Notes”) were issued May 30, 1997.
Pursuant
to the terms of the Second Supplemental Indenture, dated as of
February 28, 2001, the Fifth Supplemental Indenture, dated as
of December 27, 2002, the Sixth Supplemental Indenture and the
Seventh Supplemental Indenture, the terms of the 1997B Notes were
amended in certain respects.
Pursuant
to the terms of the Indenture, an Officers’ Certificate dated
March 10, 1998 and instructions from a Designated Person of
the Company in connection with the 1998 Notes (as defined below),
Medium-Term Notes, Series I, due October 16, 2006 in the
aggregate principal amount of $100,000,000 (the “1998
Notes”) were issued on September 11, 1998.
Pursuant
to the terms of the Third Supplemental Indenture, dated as of
September 26, 2001, the Sixth Supplemental Indenture and the
Seventh Supplemental Indenture, the terms of the 1998 Notes were
amended in certain respects.
Pursuant
to Section 902 of the Indenture, the Holders of each of the
1997A Notes, 1997B Notes and 1998 Notes have consented and agreed
to certain additional changes to the terms of the 1997A Notes,
1997B Notes and 1998 Notes, respectively.
It
is deemed advisable and appropriate that the terms of the 1997A
Notes, 1997B Notes and 1998 Notes be further amended to reflect the
changes consented and agreed to by the Holders of the 1997A Notes,
1997B Notes and 1998 Notes, respectively.
All
things necessary to make this Supplement a valid agreement of the
Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS SUPPLEMENT
WITNESSETH:
For
and in consideration of the premises, it is mutually covenanted and
agreed, for the equal and proportionate benefit of the Holders of
the 1997A Notes, 1997B Notes and 1998 Notes only, as indicated
below, as follows:
1. The
terms of the 1997A Notes, as amended, are hereby further amended as
follows:
(i)
The Stated Maturity shall be October 15, 2016.
(ii)
Interest on the 1997A Notes from and including November 15,
2002 to but excluding October 15, 2003, shall accrue at the
fixed rate of 6.99% per annum, Interest on the 1997A Notes from and
including October 15, 2003 to but excluding October 15,
2004, shall accrue at the fixed rate of 6.128% per annum, and
Interest on the 1997A Notes from and including October 15,
2004 to but excluding October 16, 2006, shall accrue at the
fixed rate of 6.98% per annum, in each case payable semi-annually
on each April 15 and October 15, on the basis of a
360-day year of twelve 30-day months, without adjustment for
Interest Payment Dates that are not Business Days; provided for the
avoidance of doubt, that Interest shall accrue at 6.98% per annum
to but excluding, and shall be payable on, October 17, 2005,
and to but excluding, and shall be payable on, October 16,
2006. Interest on the 1997A Notes will be payable to the persons in
whose names the 1997A Notes are registered on the April 1 or
October 1 (whether or not a Business Day) immediately preceding the
Applicable Interest Payment Date.
(iii)
The Additional Terms of the 1997A Notes shall be amended in their
entirety to read as set forth in Annex A hereto, with references in
Annex A to “Notes” being deemed to refer to the 1997A
Notes.
2. The
terms of the 1997B Notes, as amended, are hereby further amended as
follows:
(i)
The Stated Maturity shall be October 15, 2016.
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(ii)
Interest on the 1997B Notes from and including October 15,
2002 to but excluding October 15, 2003, shall accrue at the
fixed rate of 6.85% per annum, Interest on the 1997B Notes from and
including October 15, 2003 to but excluding October 15,
2004 shall accrue at the fixed rate of 6.128% per annum, and
Interest on the 1997B Notes from and including October 15,
2004 to but excluding October 16, 2006, shall accrue at a
fixed rate of 6.98% per annum, in each case payable semi-annually
on each April 15 and October 15, on the basis of a
360-day year of twelve 30-day months, without adjustment for
Interest Payment Dates that are not Business Days; provided for the
avoidance of doubt, that Interest shall accrue at 6.98% per annum
to but excluding, and shall be payable on, October 17, 2005, and to
but excluding, and shall be payable on, October 16, 2006.
Interest on the 1997B Notes will be payable to the persons in whose
names the 1997B Notes are registered on the April 1 or October 1
(whether or not a Business Day) immediately preceding the
Applicable Interest Payment Date.
(iii)
The Additional Terms of the 1997B Notes shall be amended in their
entirety to read as set forth in Annex A hereto, with references in
Annex A to “Notes” being deemed to refer to the 1997B
Notes.
3. The
terms of the 1998 Notes, as amended, are hereby further amended as
follows:
(i)
The Stated Maturity shall be October 15, 2016.
(ii)
The Additional Terms of the 1998 Notes shall be amended in their
entirety to read as set forth in Annex B hereto, with references in
Annex B to “Notes” being deemed to refer to the 1998
Notes.
4. The
Trustee assumes no duties, responsibilities or liabilities by
reason of this Supplement other than as set forth in the Indenture,
and this Supplement is executed and accepted by the Trustee subject
to all terms and conditions of its acceptance of the Trust under
the Indenture, as fully as if said conditions were hereby set forth
at length. The Trustee assumes no responsibility or liability for
the recitals of the Company set forth in this
Supplement.
5. As
amended and modified by this Supplement, the Indenture, the
supplements thereto and the officers’ certificate and
instructions from a Designated Person of the Company relating to
the 1997A Notes, 1997B Notes and 1998 Notes, respectively, are in
all respects ratified and confirmed.
6. This
Supplement may be executed in any number of counterparts, each one
of which shall be an original, and all of which together constitute
but one and the same instrument.
7. Trustee
hereby accepts the modification of the 1997A Notes, 1997B Notes and
1998 Notes hereby effected and the trust in this Supplement
declared and provided, upon the terms and conditions hereinabove
set forth.
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IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to
be executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above
written.
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INTERNATIONAL
LEASE
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FINANCE
CORPORATION
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By:
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/s/ JULIE I.
SACKMAN
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Executive Vice
President,
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General Counsel
and Secretary
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Senior Vice
President, Treasurer
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U.S. BANK
NATIONAL
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ASSOCIATION
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By:
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/s/ PATRICK J.
CROWLEY
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Vice
President
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If the
Calculation Agent has not given the Put Notice (as defined below),
then during the period from and including October 16, 2006 to
the Maturity Date (the “Fixed Rate Period”), the Notes
will bear interest at a fixed rate calculated as described below
(see “Reset of Interest Rate for Fixed Rate Period”
below). Interest during the Fixed Rate Period will be payable
semi-annually in arrears on each April 15 and October 15,
commencing April 15, 2007 (each a “Fixed Rate Interest
Payment Date”), to the person in whose name a Note is
registered on the April 1 or October 1 (whether or not a Business
Day) immediately preceding the applicable Fixed Rate Interest
Payment Date. However, interest payable on the Maturity Date will
be paid to the person to whom principal on the Note is paid. The
amount of interest payable during the Fixed Rate Period will be
computed and paid on the basis of a 360-day year of twelve 30-day
months.
The Calculation
Agent has the right to require the Company to repurchase all (but
not less than all) of the Notes on October 16, 2006 at a
purchase price equal to 100% of the principal amount thereof, plus
accrued but unpaid interest to but excluding October 16, 2006
(the “Redemption Price”), by delivering written notice
thereof to the Company on behalf of all (but not fewer than all)
holders of the Notes (the “Put Notice”). Such Put
Notice shall be given no later than 9:00 a.m. (New York time) on
October 10, 2006. The Calculation Agent shall give the Put
Notice if the holders of a majority in principal amount of the
Notes request the Calculation Agent to give the Put Notice, in
which event the Put Notice shall be binding on all Noteholders; the
Calculation Agent shall not give the Put Notice absent such request
of the holders of a majority in principal amount of the Notes. In
the event the Put Notice is timely given, the Company shall
repurchase the Notes at the Redemption Price on October 16,
2006.
If required
by the Calculation Agent, each holder shall indicate its election
to have the Calculation Agent deliver the Put Notice to the Company
by delivering written notice of such election to the Calculation
Agent by no later than 12:00 noon (New York time) on
October 5, 2006.
Reset of
Interest Rate for Fixed Rate Period
If the
Calculation Agent has not delivered the Put Notice to the Company
in accordance with the terms set forth under “Put
Option” above, the Company and the Calculation Agent, on
October 10, 2006, shall undertake the following actions to
calculate the fixed rate of interest to be paid on the Notes during
the Fixed Rate Period. All references to specific hours are
references to prevailing New York time. Each notice, bid or offer
(including those given by the Reference Dealers [as defined below])
shall be given telephonically and shall be confirmed as soon as
possible by facsimile to each of t
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