SUPPLEMENTAL
AGENCY AGREEMENT
INTERNATIONAL LEASE FINANCE
CORPORATION
EURO MEDIUM
TERM NOTE PROGRAMME
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Clause
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Page
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Definitions and
Interpretation
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1
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Amendment to
the Principal Agency Agreement
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1
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Miscellaneous
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1
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Effective
Date
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1
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Signatories
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2
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Terms and
Conditions of the Notes
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4
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THIS
AGREEMENT is dated 4
September, 2009.
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(1)
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INTERNATIONAL LEASE FINANCE
CORPORATION (the “ Issuer
”);
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(2)
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CITIBANK, N.A.
(the “
Agent ”, which expression shall include any successor
agent appointed under clause 21 of the Principal Agency Agreement
(as defined below)); and
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(3)
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DEXIA BANQUE INTERNATIONALE à
LUXEMBOURG, SOCIÉTÉ ANONYME (together with the Agent, the
“ Paying Agents ” and each a “ Paying
Agent ”, which expression shall include any additional or
successor paying agent appointed under clause 21 of the Principal
Agency Agreement).
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(A)
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The
parties to this Agreement entered into an amended and restated
agency agreement dated 15th September, 2006 (the “
Principal Agency Agreement ”), and supplements to the
Principal Agency Agreement dated 7th September, 2007, and 5th
September, 2008 relating to a U.S. $7,000,000,000 Euro Medium Term
Note Programme (the “ Programme ”).
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(B)
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The
parties wish to amend the Principal Agency Agreement in the manner
set out below.
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1.
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DEFINITIONS AND
INTERPRETATION
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Terms defined in or otherwise to be
construed in the manner set out in the Principal Agency Agreement
shall have the same meanings in this Agreement.
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2.
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AMENDMENT TO THE PRINCIPAL AGENCY
AGREEMENT
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The
Terms and Conditions of the Notes set out in Schedule 2 to the
Principal Agency Agreement shall be replaced by the Terms and
Conditions of the Notes set out in Schedule 1 to this
Agreement.
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3.
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MISCELLANEOUS
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The
provisions of clauses 26, 27, 29 and 30 of the Principal Agency
Agreement shall also apply to this Agreement as if expressly
incorporated in this Agreement and amended appropriately to refer
to this Agreement.
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4.
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EFFECTIVE DATE
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This Agreement supplements and
should be read in conjunction with the Principal Agency Agreement.
The amendment contemplated by this Agreement shall take effect from
the date hereof. Save for the amendment to the Principal Agency
Agreement expressly provided herein, all terms and conditions of
the Principal Agency Agreement shall remain in full force and
effect. The Principal Agency Agreement and this Agreement shall
henceforth be read and construed together as one agreement. Any
Notes issued so as to be consolidated and form a single series with
any Notes issued prior to the date hereof shall be issued pursuant
to the Principal Agency Agreement. This does not affect any Notes
issued prior to the date of this Agreement.
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1
This Agreement
has been entered into on the date stated at the beginning of this
Agreement.
INTERNATIONAL LEASE FINANCE
CORPORATION
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By:
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/s/ Alan H.
Lund
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ALAN H.
LUND
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2
Sarah
D’Souza
Vice President
DEXIA BANQUE
INTERNATIONALE à LUXEMBOURG, SOCIÉTÉ
ANONYME
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/s/ Biagio
Grasso
Biagio
Grasso
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/s/ Claude
Charlier
Claude
Charlier
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3
TERMS AND CONDITIONS OF THE
NOTES
The following
are the Terms and Conditions of the Notes which will be
incorporated by reference into each Global Note (as defined below)
and each definitive Note, in the latter case only if permitted by
the relevant stock exchange or other relevant authority (if any)
and agreed by the Issuer and the relevant Dealer at the time of
issue but, if not so permitted and agreed, such definitive Note
will have endorsed thereon or attached thereto such Terms and
Conditions. The applicable Final Terms in relation to any Tranche
of Notes may specify other terms and conditions which shall, to the
extent so specified or to the extent inconsistent with the
following Terms and Conditions, replace or modify the following
Terms and Conditions for the purpose of such Notes. The applicable
Final Terms (or the relevant provisions thereof) will be endorsed
upon, or attached to, each Global Note and definitive Note.
Reference should be made to “Form of the Notes” for a
description of the content of Final Terms which will specify which
of such terms are to apply in relation to the relevant
Notes.
This Note is one
of a Series (as defined below) of Notes issued by International
Lease Finance Corporation (the “ Issuer ”)
pursuant to the Agency Agreement (as defined below).
References herein
to the “ Notes ” shall be references to the
Notes of this Series and shall mean:
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(i)
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in
relation to any Notes represented by a global Note (a “
Global Note ”), units of each Specified Denomination
in the Specified Currency;
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(ii)
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any
Global Note; and
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(iii)
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any
definitive Notes issued in exchange for a Global Note.
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The Notes, the
Receipts (as defined below) and the Coupons (as defined below) have
the benefit of an amended and restated Agency Agreement (such
Agency Agreement as amended and/or supplemented and/or restated
from time to time, the “ Agency Agreement ”)
dated 15 September, 2006, as supplemented 7 September, 2007, 5
September, 2008, and 4 September, 2009, and made between the
Issuer, Citibank, N.A. as issuing and principal paying agent and
agent bank (the “ Agent ”, which expression
shall include any successor agent) and the other paying agents
named therein (together with the Agent, the “ Paying
Agents ”, which expression shall include any additional
or successor paying agents).
Interest bearing
definitive Notes (unless otherwise indicated in the applicable
Final Terms) have interest coupons (“ Coupons ”)
and, if indicated in the applicable Final Terms, talons for further
Coupons (“ Talons ”) attached on issue. Any
reference herein to Coupons or coupons shall, unless the context
otherwise requires, be deemed to include a reference to Talons or
talons. Definitive Notes repayable in instalments have receipts
(“ Receipts ”) for the payment of the
instalments of principal (other than the final instalment) attached
on issue. Global Notes do not have Receipts, Coupons or Talons
attached on issue.
The Final Terms
for this Note (or the relevant provisions thereof) are attached to
or endorsed on this Note and supplements these Terms and Conditions
and may specify other terms and conditions which shall, to the
extent so specified or to the extent inconsistent with these Terms
and Conditions, replace or modify these Terms and Conditions for
the purposes of this Note. References to the “ applicable
Final Terms ” are to the Final Terms (or the relevant
provisions thereof) attached to or endorsed on this
Note.
Any reference to
“ Noteholders ” or “ holders
” in relation to any Notes shall mean the holders of the
Notes and shall, in relation to any Notes represented by a Global
Note, be construed as provided below. Any reference herein to
“ Receiptholders ” shall mean the holders of the
Receipts and any reference herein to “ Couponholders
” shall mean the holders of the Coupons and shall, unless the
context otherwise requires, include the holders of the
Talons.
As used herein,
“ Tranche ” means Notes which are identical in
all respects (including as to listing and admission to trading) and
“ Series ” means a Tranche of Notes together
with any further Tranche or Tranches of Notes which are
(i) expressed to be consolidated and form a single series and
(ii) identical in all respects (including as to listing and
admission to trading) except for their respective Issue Dates,
Interest Commencement Dates and/or Issue Prices.
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Copies of the
Agency Agreement and the applicable Final Terms are available for
inspection during normal business hours at the specified office of
each of the Paying Agents. Copies of the applicable Final Terms are
obtainable free of charge during normal business hours at the
specified office of each of the Paying Agents. The Noteholders, the
Receiptholders and the Couponholders are deemed to have notice of,
and are entitled to the benefit of, all the provisions of the
Agency Agreement and the applicable Final Terms which are
applicable to them. The statements in these Terms and Conditions
include summaries of, and are subject to, the detailed provisions
of the Agency Agreement.
Words and
expressions defined in the Agency Agreement or used in the
applicable Final Terms shall have the same meanings where used in
these Terms and Conditions unless the context otherwise requires or
unless otherwise stated and provided that, in the event of
inconsistency between the Agency Agreement and the applicable Final
Terms, the applicable Final Terms will prevail.
1 Form,
Denomination and Title
The Notes are in
bearer form and, in the case of definitive Notes, serially
numbered, in the Specified Currency and the Specified
Denomination(s). Notes of one Specified Denomination may not be
exchanged for Notes of another Specified Denomination.
This Note may be a
Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index
Linked Interest Note or a combination of any of the foregoing,
depending upon the Interest Basis shown in the applicable Final
Terms.
This Note may be
an Index Linked Redemption Note, an Instalment Note, a Dual
Currency Note, a Partly Paid Note or a combination of any of the
foregoing, depending on the Redemption/Payment Basis shown in the
applicable Final Terms.
Definitive Notes
are issued with Coupons attached, unless they are Zero Coupon Notes
in which case references to Coupons and Couponholders in these
Terms and Conditions are not applicable.
Subject as set out
below, title to the Notes, Receipts and Coupons will pass by
delivery. The Issuer and the Paying Agents will (except as
otherwise required by law) deem and treat the bearer of any Note,
Receipt or Coupon as the absolute owner thereof (whether or not
overdue and notwithstanding any notice of ownership or writing
thereon or notice of any previous loss or theft thereof) for all
purposes but, in the case of any Global Note, without prejudice to
the provisions set out in the next succeeding paragraph.
For so long as any
of the Notes is represented by a Global Note held on behalf of
Euroclear Bank S.A./N.V. (“ Euroclear ”) and/or
Clearstream Banking, société anonyme (“
Clearstream, Luxembourg ”), each person (other than
Euroclear or Clearstream, Luxembourg) who is for the time being
shown in the records of Euroclear or of Clearstream, Luxembourg as
the holder of a particular nominal amount of such Notes (in which
regard any certificate or other document issued by Euroclear or
Clearstream, Luxembourg as to the nominal amount of such Notes
standing to the account of any person shall be conclusive and
binding for all purposes save in the case of manifest error) shall
be treated by the Issuer and the Paying Agents as the holder of
such nominal amount of such Notes for all purposes other than
(except as provided in the relevant Global Note) with respect to
the payment of principal or interest on such nominal amount of such
Notes, for which purpose the bearer of the relevant Global Note
shall be treated by the Issuer and any Paying Agent as the holder
of such nominal amount of such Notes, all in accordance with and
subject to the terms of the relevant Global Note and the
expressions “ Noteholder ” and “ holder
of Notes ” and related expressions shall be construed
accordingly.
Notes which are
represented by a Global Note will be transferable only in
accordance with the rules and procedures of Euroclear and
Clearstream, Luxembourg, as the case may be. References to
Euroclear and/or Clearstream, Luxembourg shall, whenever the
context so permits, be deemed to include a reference to any
additional or alternative clearing system specified in the
applicable Final Terms.
The Notes and any
relative Receipts and Coupons are direct, unconditional,
unsubordinated and, subject to the provisions of Condition 3,
unsecured obligations of the Issuer and rank pari passu
among themselves and (save for certain obligations required to be
preferred by law) equally with all other (save as aforesaid)
unsecured obligations (other than subordinated obligations, if any)
of the Issuer, from time to time outstanding.
5
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As
used in these Terms and Conditions:
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“ Board of Directors
” means either the board of directors of the Issuer or any
committee of that board duly authorized to act
hereunder.
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“ Non-Restricted
Subsidiary ” means (i) any Subsidiary which shall be
designated by the Board of Directors as a Non-Restricted
Subsidiary, and (ii) any other Subsidiary of which the
majority of the Voting Stock is owned directly or indirectly by one
or more Non-Restricted Subsidiaries, if such other Subsidiary is a
corporation, limited liability company or trust, or in which a
Non-Restricted Subsidiary is a general partner, if such other
Subsidiary is a limited partnership.
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“ Officers’
Certificate ” means a certificate signed by the Chairman
of the Board, the President, a Vice President or the principal
financial or accounting officer, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Issuer,
and delivered to the Agent.
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“ Opinion of Counsel
” means a written opinion of counsel, who may be counsel for
the Issuer.
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“ Person ” means
any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, limited liability company,
unincorporated organization or government or any agency or
political subdivision thereof.
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“ Restricted Subsidiary
” means any Subsidiary other than a Non-Restricted
Subsidiary.
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“ Subsidiary ”
means a corporation, partnership, limited liability company or
trust more than 50 per cent. of the outstanding Voting Stock of
which is owned, directly or indirectly, by the Issuer or by one or
more other Subsidiaries, or by the Issuer and one or more other
Subsidiaries.
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“ Voting Stock ”
means stock or other interests evidencing ownership in a
corporation, limited liability company, partnership or trust which
ordinarily has voting power for the election of directors, or other
persons performing equivalent functions, whether at all times or
only so long as no senior class of stock has such voting power by
reason of any contingency.
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The Issuer shall
not consolidate with or merge into any other Person or convey,
transfer or lease its properties and assets substantially as an
entirety to any Person, and the Issuer shall not permit any Person
to consolidate with or merge into the Issuer or convey, transfer or
lease its properties and assets substantially as an entirety to the
Issuer, unless:
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(1)
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in
case the Issuer shall consolidate with or merge into another Person
or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, the Person formed by
such consolidation or into which the Issuer is merged or the Person
which acquires by conveyance or transfer, or which leases, the
properties and assets of the Issuer substantially as an entirety
shall be a corporation, partnership or trust, shall be organised
and validly existing under the laws of the United States of
America, any State thereof or the District of Colombia and shall
expressly assume, by an instrument, executed and delivered to the
Agent, in form satisfactory to an independent financial institution
of international repute selected by the Issuer (which may be the
Agent), such satisfaction to be recorded in writing (a “
Financial Institution’s Certificate ”), the due
and punctual payment of the principal of and interest on all the
Notes and the performance of every covenant in the Notes on the
part of the Issuer to be performed or observed;
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(2)
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immediately after giving effect to
such transaction no Event of Default (as defined in Condition 9),
and no event which, after notice or lapse of time or both, would
become an Event of Default, shall have happened and be
continuing;
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(3)
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if,
as a result of any such consolidation or merger or such conveyance,
transfer or lease, properties or assets of the Issuer would become
subject to a mortgage, pledge, lien, security interest or other
encumbrance which would not be permitted by these Terms and
Conditions, the Issuer or such successor Person shall take such
steps as shall be necessary effectively to secure the Notes equally
and ratably with (or, at the option of the Issuer, prior to) all
indebtedness secured thereby; and
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(4)
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the
Issuer has delivered to the Agent an Officers’ Certificate
and an Opinion of Counsel, each stating that such consolidation,
merger, conveyance, transfer or lease and, if an instrument is
required in connection with such transaction, such instrument
comply with this Condition and that all conditions precedent herein
provided for relating to such transaction have been complied
with.
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The Issuer shall
promptly give notice in accordance with Condition 13 to the
Noteholders of any consolidation or merger pursuant to this
Condition 3(b) and such notice shall state that copies of the
Financial Institution’s Certificate (if required) as referred
to in (1) above, and the Officers’ Certificate referred
to in (4) above are available for inspection (and copies may
be obtained) at the specified office of the Agent during normal
business hours.
Upon any
consolidation by the Issuer with or merger by the Issuer into any
other Person or any conveyance, transfer or lease of the properties
and assets of the Issuer substantially as an entirety in accordance
with Condition 3(b), the successor Person formed by such
consolidation or into which the Issuer 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
Issuer under the Notes with the same effect as if such successor
Person had been named as the Issuer herein, and thereafter, except
in the case of a lease, the predecessor Person shall be relieved of
all obligations and covenants under the Notes.
(i) The
Issuer will not, nor will it permit any Restricted Subsidiary to,
issue, assume or guarantee any indebtedness for borrowed money
secured by a mortgage, pledge, lien or other encumbrance of any
nature (mortgages, pledges, liens and other encumbrances being
hereinafter called “ mortgage ” or “
mortgages ”) upon any property of the Issuer or any
Restricted Subsidiary, or upon any shares of stock of any
Restricted Subsidiary, without in any such case effectively
providing, concurrently with the issuance, assumption or guarantee
of any such indebtedness for borrowed money, that the Notes
(together with, if the Issuer shall so determine, any other
indebtedness of the Issuer or such Restricted Subsidiary ranking
equally with the Notes then existing or thereafter created) shall
be secured equally and ratably with such indebtedness for borrowed
money; provided, however, that the foregoing restrictions shall not
apply to:
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(1)
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mortgages existing on 1 August,
2006;
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(2)
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mortgages to secure the payment of
all or part of the purchase price of such property (other than
property acquired for lease to a Person other than the Issuer or a
Restricted Subsidiary) upon the acquisition of such property by the
Issuer or a Restricted Subsidiary or to secure any indebtedness for
borrowed money incurred or guaranteed by the Issuer or a Restricted
Subsidiary prior to, at the time of, or within 60 days after
the later of the acquisition, completion of construction or
commencement of full operation of such property, which indebtedness
for borrowed money is incurred or guaranteed for the purpose of
financing all or any part of the purchase price thereof or
construction thereof or improvements thereon; provided, however,
that in the case of any such acquisition, construction or
improvement, the mortgage shall not apply to any property
theretofore owned by the Issuer or a Restricted Subsidiary, other
than, in the case of any such construction or improvement, any
theretofore unimproved real property on which the property so
constructed, or the improvement, is located;
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(3)
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mortgages on the property of a
Restricted Subsidiary on the date it became a Restricted
Subsidiary;
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(4)
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mortgages securing indebtedness for
borrowed money of a Restricted Subsidiary owing to the Issuer or to
another Restricted Subsidiary;
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(5)
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mortgages on property of a
corporation existing at the time such corporation is merged into or
consolidated with the Issuer or a Restricted Subsidiary or at the
time of a purchase, lease or other acquisition of the properties of
a corporation or firm as an entirety or substantially as an
entirety by the Issuer or a Restricted Subsidiary;
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(6)
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any
replacement or successive replacement in whole or in part of any
mortgage referred to in the foregoing clauses (1) to (5),
inclusive; provided, however, that the principal amount of the
indebtedness for borrowed money secured by the mortgage shall not
be increased and the principal repayment schedule and maturity of
such indebtedness shall not be extended and (i) such
replacement shall be limited to all or a part of the property which
secured the mortgage so replaced (plus improvements and
construction on such property), or (ii) if the property which
secured the mortgage so replaced has been destroyed, condemned or
damaged and pursuant to the terms of the mortgage other property
has been substituted therefor, then such replacement shall be
limited to all or part of such substituted property; or
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(7)
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liens created by or resulting from
any litigation or other proceeding which is being contested in good
faith by appropriate proceedings, including liens arising out of
judgments or awards against the Issuer or any Restricted Subsidiary
with respect to which the Issuer or such Restricted Subsidiary is
in good faith prosecuting an appeal or proceedings for review; or
liens incurred by the Issuer or any Restricted Subsidiary for the
purpose of obtaining a stay or discharge in the course of any
litigation or other proceeding to which the Issuer or such
Restricted Subsidiary is a party; or
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(8)
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liens for taxes or assessments or
governmental charges or levies not yet due or delinquent, or which
can thereafter be paid without penalty, or which are being
contested in good faith by appropriate proceedings;
landlord’s liens on property held under lease; and any other
liens or charges incidental to the conduct of the business of the
Issuer or any Restricted Subsidiary or the ownership of the
property and assets of any of them which were not incurred in
connection with the borrowing of money or the obtaining of advances
or credit and which do not, in the opinion of the Issuer,
materially impair the use of such property in the operation of the
business of the Issuer or such Restricted Subsidiary or the value
of such property for the purposes of such business.
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(ii) Notwithstanding
the foregoing provisions of this Condition 3(c), the Issuer and any
one or more Restricted Subsidiaries may issue, assume or guarantee
indebtedness for borrowed money secured by mortgages which would
otherwise be subject to the foregoing restrictions in an aggregate
amount which, together with all the other outstanding indebtedness
for borrowed money of the Issuer and its Restricted Subsidiaries
secured by mortgages which is not listed in clauses
(1) through (8) of subsection (i) of this Condition 3(c),
does not at the time exceed 12 1 / 2
per cent. of the Consolidated Net
Tangible Assets as determined by reference to the audited
consolidated financial statements of the Issuer as of the end of
the fiscal year preceding the date of determination.
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