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,
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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.
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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
FINANCE CORPORATION
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By: |
/s/ Pam Hendry |
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Name: |
Pamela Hendry |
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Title: |
Senior Vice President and
Treasurer |
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U.S. BANK NATIONAL
ASSOCIATION
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By: |
/s/ Patrick J. Crowley |
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Vice President |
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Attest:
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| /s/ Nellie Rolla |
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| Assistant Vice President |
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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
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