Back to top

NINTH SUPPLEMENTAL INDENTURE

Indenture Agreement

NINTH SUPPLEMENTAL INDENTURE | Document Parties: International Lease Finance Corporation | US Bank National Association You are currently viewing:
This Indenture Agreement involves

International Lease Finance Corporation | US Bank National Association

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: NINTH SUPPLEMENTAL INDENTURE
Governing Law: California     Date: 3/3/2008

NINTH SUPPLEMENTAL INDENTURE, Parties: international lease finance corporation , us bank national association
50 of the Top 250 law firms use our Products every day
 
Exhibit 4.13
NINTH SUPPLEMENTAL INDENTURE
          NINTH SUPPLEMENTAL INDENTURE, dated as of October 6, 2006 (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”).
RECITALS OF THE COMPANY
          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 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”), the Seventh Supplemental Indenture, dated as of October 8, 2004 (the “Seventh Supplemental Indenture”), and the Eighth Supplemental Indenture, dated as of October 5, 2005 (the “Eighth 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, the Seventh Supplemental Indenture and the Eighth 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 the terms of the Third Supplemental Indenture, dated as of September 26, 2001, the Sixth Supplemental Indenture, the Seventh Supplemental Indenture and the Eighth 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, 2017.
     (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 15, 2007, 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, 2017.
     (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,

-2-


 
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 15, 2007, 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, 2017.
     (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.

-3-


 
     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.
         
  INTERNATIONAL LEASE
FINANCE CORPORATION

 
 
  By:   /s/ Pam Hendry    
  Name:   Pamela Hendry   
  Title:   Senior Vice President and Treasurer   
 
         
Attest:

 
   
/s/ Lisa Blonder      
     
 
         
  U.S. BANK NATIONAL
ASSOCIATION

 
 
  By:   /s/ Patrick J. Crowley    
    Vice President   
       
 
         
Attest:

 
   
/s/ Nellie Rolla      
Assistant Vice President     
 

-4-


 
ANNEX A
ADDITIONAL TERMS
Interest Rates
     If the Calculation Agent has not given the Put Notice (as defined below), then during the period from and including October 15, 2007 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, 2008 (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.
Put Option
     The Calculation Agent has the right to require the Company to repurchase all (but not less than all) of the Notes on October 15, 2007 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding October 15, 2007 (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 9, 2007. 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 15, 2007.
      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 4, 2007.
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 9, 2007, 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]) sh

 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more