Attached files
file | filename |
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8-K - FORM 8-K - INTERNATIONAL LEASE FINANCE CORP | v54053e8vk.htm |
EX-10.3 - EX-10.3 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w3.htm |
EX-10.2 - EX-10.2 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w2.htm |
EX-10.4 - EX-10.4 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w4.htm |
Exhibit 10.1
November 23, 2009
Federal Reserve Bank of New York
33 Liberty Street
New York, NY 10045-0001
33 Liberty Street
New York, NY 10045-0001
Attention: | Steven Manzari, Credit, Investment & Payment Risk Telecopy No.: (212) 720-6332 James R. Hennessey, Legal Department Telecopy No.: (212) 720-7797 |
AIG Funding, Inc., as Lender
72 Wall Street, 10th Floor
New York, NY 10005
72 Wall Street, 10th Floor
New York, NY 10005
Attention: | Neil Friedman Telecopy No.: (212) 363-7176 |
AMENDMENT AGREEMENT
Reference is made to that certain (i) Credit Agreement dated as of October 13, 2009 (the
Credit Agreement), among International Lease Finance Corporation, a California
corporation (the Parent Borrower), States Aircraft, Inc., a California corporation (the
U.S. Subsidiary Borrower), Shrewsbury Aircraft Leasing Limited, a private limited
liability company incorporated under the laws of Ireland with registration number 475896 (the
Irish Subsidiary Borrower and together with the Parent Borrower and the U.S. Subsidiary
Borrower, the Borrowers), Top Aircraft, Inc., a California corporation
(Holdings), ILFC Ireland Limited, a private limited liability company incorporated under
the laws of Ireland with registration number 20936 (ILFC Ireland), ILFC France S.a.r.l, a
société à responsabilité limitée incorporated under the laws of France (ILFC France),
ILFC Labuan Ltd., a Labuan private limited liability company incorporated under the Offshore
Companies Act 1990 of Malaysia (ILFC Labuan and together with ILFC Ireland and ILFC
France, the Initial Intermediate Lessees), AIG Funding, Inc., a Delaware corporation (the
Lender), and Wells Fargo Bank Northwest, National Association, a national banking
association (Wells Fargo), as Security Trustee, (ii) Amended and Restated Credit
Agreement dated as of October 13, 2009 (the Amended and Restated Credit Agreement and,
together with the Credit Agreement, the Credit Agreements), among the Borrowers,
Holdings, the Initial Intermediate Lessees, the Lender, and Wells Fargo, as Security Trustee, (iii)
First Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by each Borrower,
Holdings and each Intermediate Lessee in favor of the FRBNY (the
First Lien Guarantee
Agreement), (iv) Third Lien Borrower Party Guarantee Agreement dated as of October 13, 2009 by
each Borrower, Holdings and each Intermediate Lessee in favor of the FRBNY (the Third Lien Guarantee Agreement) and (v) Post-Closing Letter Agreement
dated as of October 15, 2009 (the Post-Closing Letter), between the Parent Borrower and the
Lender and acknowledged by the Federal Reserve Bank of New York (the FRBNY) and
Daugherty, Fowler, Peregrin, Haught & Jenson. Capitalized terms used but not otherwise defined
herein shall have the meanings assigned to such terms in the Credit Agreements.
SECTION 1 AMENDMENT
By signing and returning an executed counterpart of this Amendment Agreement (the
Amendment Agreement), each of the signatories hereto agrees as follows:
1. The Parent Borrower has agreed to grant to each of the Security Trustees, respectively, a
first-rank French law mortgage, a second-rank French law mortgage, a third-rank French law mortgage
and a fourth-rank French law mortgage (each, a French Mortgage and, collectively, the
French Mortgages) over the Pool Aircraft registered in France and listed on Schedule 1
hereto (the French Aircraft) and to register such mortgages with the civil aviation
registry maintained by the Direction Générale de lAviation Civile in France. Each of the
signatories hereto agrees that, as of the date hereof, each of the Credit Agreement, Amended and
Restated Credit Agreement, First Lien Guarantee Agreement and Third Lien Guarantee Agreement shall
be deemed to be amended to reflect that the Secured Parties (as defined in the Mortgage) agree
that, in accordance with Article 2328-1 of the French Civil Code, each of the Security Trustees
shall have the right to constitute, register, manage and enforce the French Mortgages over the
French Aircraft for the account of the Secured Parties (as defined in the Mortgage).
SECTION 2 MISCELLANEOUS
(a) Limited Nature of Amendment: The consents of the FRBNY expressly set forth in this
Amendment Agreement shall be limited as precisely written and shall not constitute or be deemed to
constitute (i) a consent to a departure from any other term or provision of or under the Loan
Documents; (ii) a waiver of any Default or of the rights or remedies of the FRBNY under the Loan
Documents or under applicable law (except as specifically set forth in this Amendment Agreement);
or (iii) an agreement on the part of the FRBNY to modify, alter, amend, waive or revise any term,
condition or provision of the Loan Documents (except as specifically set forth in this Amendment
Agreement).
(b) No Course of Dealing: The FRBNY is not obligated to grant any other consent,
amendment or waiver of any kind under the Loan Documents, and this Amendment Agreement does not
constitute a course of dealing as between the FRBNY and the Borrowers.
(c) Binding on Successors and Assigns: This Amendment Agreement shall be binding upon
and inure to the benefit of both parties and their respective successors and assigns.
(d) Conflict: In the event of any conflict between the provisions of this Amendment
Agreement and the Credit Agreements or other Loan Documents, the provisions of this Amendment
Agreement will prevail to the extent of such inconsistency.
(e) Applicable Law: THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
(f) Counterparts: This Amendment Agreement may be executed in counterparts (and by
both parties hereto on different counterparts), each of which shall constitute an original, but all
of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Amendment Agreement by facsimile transmission or by other
electronic communication (such as by e-mail in PDF) shall be effective as delivery of a manually
signed counterpart of this Amendment Agreement.
(g) Headings; Construction: The section headings in this Amendment Agreement are
included for convenience of reference only and shall not constitute a part of this Amendment
Agreement for any other purpose. Both parties to this Amendment Agreement acknowledge that they
were represented by competent counsel in connection with the negotiation, drafting and execution of
this Amendment Agreement and that this Amendment Agreement shall not be subject to the principle of
construing its meaning against the party that drafted it.
(h) Ratification; Letter Agreement as a Loan Document: The Loan Documents as expressly
modified, and supplemented by this Amendment Agreement are each hereby ratified and confirmed and
shall continue in full force and effect. The parties to this Amendment Agreement expressly agree
and acknowledge that it shall be designated as, and shall constitute, a Loan Document for all
purposes of the Credit Agreements and the other Loan Documents.
[signature page(s) follow]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be duly
executed by their respective authorized officers as of the day and year first above written.
INTERNATIONAL LEASE FINANCE CORPORATION |
||||
By: | /s/ Pamela S. Hendry | |||
Name: | Pamela S. Hendry | |||
Title: | Senior Vice President & Treasurer | |||
STATES AIRCRAFT, INC. |
||||
By: | /s/ Pamela S. Hendry | |||
Name: | Pamela S. Hendry | |||
Title: | Director | |||
SIGNED SEALED AND DELIVERED by SHREWSBURY AIRCRAFT LEASING LIMITED by its duly appointed attorney in the presence of: |
SHREWSBURY AIRCRAFT LEASING LIMITED |
|||||||||
By: | /s/ Niall C. Sommerville | |||||||||
By:
|
/s/ Jenny Grant | Name: Niall C. Sommerville | ||||||||
Name:
|
Jenny Grant | Title: Director | ||||||||
Address: |
Aig Centre North Wall Quay Dublin 1 | |||||||||
Occupation: |
HR Administrator |
TOP AIRCRAFT, INC. |
||||
By: | /s/ Pamela S. Hendry | |||
Name: | Pamela S. Hendry | |||
Title: | Director |
SIGNED SEALED AND DELIVERED by ILFC IRELAND LIMITED by its duly appointed attorney in the presence of: |
ILFC IRELAND LIMITED | |||||||||
By: | /s/ Niall C. Sommerville | |||||||||
By:
|
/s/ Paul Broderick | Name: Niall C. Sommerville | ||||||||
Name:
|
Paul Broderick | Title: Director | ||||||||
Address: |
1 Clonfada Wood Blackrock, Co Dublin |
|||||||||
Occupation: |
Accountant |
ILFC FRANCE S.A.R.L. |
||||
By: | /s/ Niall C. Sommerville | |||
Name: | Niall C. Sommerville | |||
Title: | Manager (Gérant) |
ILFC LABUAN LTD. |
||||
By: | /s/ Julie I. Sackman | |||
Name: | Julie I. Sackman | |||
Title: | Director |
WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION, as Security Trustee |
||||
By: | /s/ Val T. Orton | |||
Name: | Val T. Orton | |||
Title: | Vice President |
AIG FUNDING, INC. |
||||
By: | /s/ Neil Friedman | |||
Name: | Neil Friedman | |||
Title: | Vice President | |||
FEDERAL RESERVE BANK OF
NEW YORK |
||||
By: | /s/ Steven Manzari | |||
Name: | Steven Manzari | |||
Title: | SVP |
SCHEDULE 1
Airframe | ||||||||||||||||||||||||||
Airframe | Manufacturer and | Engine Manufacturer and | Engine | Engine | Engine | Engine | Country of | |||||||||||||||||||
# | MSN | Model | Model | MSN 1 | MSN 2 | MSN 3 | MSN 4 | Registration | ||||||||||||||||||
1
|
2213 | Airbus A319-100 | CFM56-5B7/P | 575799 | 575801 | France | ||||||||||||||||||||
2
|
2228 | Airbus A319-100 | CFM56-5B7/P | 575815 | 575816 | France | ||||||||||||||||||||
3
|
2279 | Airbus A319-100 | CFM56-5B7/P | 575885 | 575888 | France | ||||||||||||||||||||
4
|
3065 | Airbus A319-100 | CFM56-5B7/P | 697182 | 697183 | France | ||||||||||||||||||||
5
|
1924 | Airbus A320-200 | CFM56-5B4/P | 575534 | 575535 | France | ||||||||||||||||||||
6
|
1949 | Airbus A320-200 | CFM56-5B4/P | 575554 | 575555 | France | ||||||||||||||||||||
7
|
2705 | Airbus A320-200 | CFM56-5B4/P | 577504 | 577505 | France | ||||||||||||||||||||
8
|
2721 | Airbus A320-200 | CFM56-5B4/P | 577526 | 577530 | France | ||||||||||||||||||||
9
|
3051 | Airbus A321-200 | CFM56-5B3/P | 697174 | 697175 | France | ||||||||||||||||||||
10
|
3098 | Airbus A321-200 | CFM56-5B3/P | 697241 | 697249 | France | ||||||||||||||||||||
11
|
3441 | Airbus A321-200 | CFM56-5B3/3 | 697456 | 697685 | France | ||||||||||||||||||||
12
|
3401 | Airbus A321-200 | CFM56-5B3/3 | 697629 | 697672 | France | ||||||||||||||||||||
13
|
3419 | Airbus A321-200 | CFM56-5B3/3 | 697663 | 697669 | France | ||||||||||||||||||||
14
|
3372 | Airbus A321-200 | CFM56-5B3/3 | 697515 | 697607 | France | ||||||||||||||||||||
15
|
3399 | Airbus A321-200 | CFM56-5B3/3 | 697634 | 697635 | France | ||||||||||||||||||||
16
|
503 | Airbus A330-200 | CF6-80E1-A3 | 811201 | 811202 | France | ||||||||||||||||||||
17
|
519 | Airbus A330-200 | CF6-80E1-A3 | 811218 | 811219 | France | ||||||||||||||||||||
18
|
584 | Airbus A330-200 | CF6-80E1-A3 | 811248 | 811249 | France | ||||||||||||||||||||
19
|
635 | Airbus A330-200 | Rolls Royce TRENT 772B-60 | 41308 | 41309 | France | ||||||||||||||||||||
20
|
32868 | Boeing B747-400 | CF6-80C2-B1F | 706539 | 706540 | 706541 | 706542 | France | ||||||||||||||||||
21
|
35279 | Boeing B737-800 | CFM56-7B26/3 | 896551 | 896552 | France | ||||||||||||||||||||
22
|
32869 | Boeing B747-400 | CF6-80C2-B1F | 706551 | 706552 | 706553 | 706554 | France | ||||||||||||||||||
23
|
32871 | Boeing B747-400 | CF6-80C2-B1F | 706623 | 706624 | 706625 | 706626 | France | ||||||||||||||||||
24
|
32870 | Boeing B747-400ERF | CF6-80C2-B5F | 706627 | 706628 | 706629 | 706630 | France | ||||||||||||||||||
25
|
32867 | Boeing B747-400ERF | CF6-80C2-B5F | 706514 | 706515 | 706516 | 706517 | France | ||||||||||||||||||
26
|
29402 | Boeing B777-200ER | Pratt & Whitney PW4090 | P222225 | P222226 | France | ||||||||||||||||||||
27
|
35782 | Boeing B777-300ER | GE90-115BG02 | 906603 | 906607 | France | ||||||||||||||||||||
28
|
35783 | Boeing B777-300ER | GE90-115BG02 | 906621 | 906622 | France | ||||||||||||||||||||
29
|
32723 | Boeing B777-300ER | GE90-115BG01 | 906108 | 906109 | France | ||||||||||||||||||||
30
|
32724 | Boeing B777-300ER | GE90-115BG01 | 906112 | 906113 | France | ||||||||||||||||||||
31
|
32850 | Boeing B777-300ER | GE90-115BG01 | 906129 | 906130 | France | ||||||||||||||||||||
32
|
32852 | Boeing B777-300ER | GE90-115BG01 | 906143 | 906144 | France | ||||||||||||||||||||
33
|
32725 | Boeing B777-300ER | GE90-115BG01 | 906134 | 906137 | France | ||||||||||||||||||||
34
|
32711 | Boeing B777-300ER | GE90-115BG01 | 906131 | 906132 | France | ||||||||||||||||||||
35
|
35297 | Boeing B777-300ER | GE90-115BG02 | 906377 | 906378 | France |