Second Supplemental Indenture between International Lease Finance Corporation and U.S. Bank Trust, N.A. (February 28, 2001)

Summary

This agreement is a supplemental indenture between International Lease Finance Corporation and U.S. Bank Trust, National Association, as Trustee. It amends the terms of previously issued Medium-Term Notes, Series I, by extending their maturity to March 1, 2008, setting new interest rates, and updating payment terms. The agreement also introduces a put option allowing noteholders to require the company to repurchase the notes under certain conditions, and outlines procedures for resetting the interest rate if the put option is not exercised. The Trustee's responsibilities remain as defined in the original indenture.

EX-4.1 2 v71871ex4-1.txt EXHIBIT 4.1 1 EXHIBIT 4.1 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE, dated as of February 28, 2001 (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 Trust, 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, as amended (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 (the "Officers' Certificate") and instructions from a Designated Person of the Company in connection with the Notes (as defined below), Medium-Term Notes, Series I, due March 1, 2006 in the aggregate principal amount of $50,000,000 (the "Notes') were issued on May 30, 1997. Pursuant to Section 902 of the Indenture, the Holders of the Notes have consented and agreed to certain changes to the terms of the Notes. It is deemed advisable and appropriate that the terms of the Notes be amended to reflect the changes consented and agreed to by the Holders of the Notes. 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 Notes only, as follows: 1. The terms used in this Supplement and defined in the Indenture, Officers' Certificate or Instructions shall have the meanings assigned to them in the Indenture, Officers' Certificate or Instructions, as the case may be. 2 2. The terms of the Notes are hereby amended as follows: (i) The Stated Maturity shall be March 1, 2008. (ii) Interest on the Notes accruing from October 15, 2000 to March 1, 2001 will be paid on March 1, 2001 to the Holders of the Notes on February 15, 2001. (iii) Interest on the Notes from and including March 1, 2001 to but excluding March 3, 2003, shall accrue at the fixed rate of 6.85% per annum, payable semi-annually on each April 15 and October 15, and on March 3, 2003, on the basis of a 360-day year of twelve 30-day months, without adjustment for Interest Payment Dates that are not Business Days. Interest on the Notes will be payable to the persons in whose names the Notes are registered on the April 1 or October 1 (whether or not a Business Day) immediately preceding the Applicable Interest Payment Date. (iv) The Additional Terms of the Notes shall be amended in their entirety to read as set forth in Annex A hereto. 3. 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. 4. As amended and modified by this Supplement, the Indenture, Officers' Certificate and Instructions are in all respects ratified and confirmed. 5. 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. 6. Trustee hereby accepts the modification of the Indenture, Officers' Certificate and Instructions hereby effected and the trust in this Supplement declared and provided, upon the terms and conditions hereinabove set forth. -2- 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/ Pamela S. Hendry ------------------------------- Attest: /s/ Elizabeth Pasinski - -------------------------- U.S. BANK TRUST, NATIONAL ASSOCIATION By: /s/ P.J. Crowley ------------------------------ P.J. Crowley Vice President Attest: /s/ Cynthia W. Brown - --------------------------- -3- 4 ADDITIONAL TERMS PUT OPTION The Calculation Agent has the right to require the Company to repurchase all (but not less than all) of the Notes on March 3, 2003 at a purchase price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to but excluding March 3, 2003 (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 February 24, 2003. 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 March 3, 2003. 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 FEBRUARY 20, 2003. RESET OF INTEREST RATE FOR SECOND 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 February 24, 2003, shall undertake the following actions to calculate the fixed rate of interest to be paid on the Notes during the period from and including March 3, 2003 to the Maturity Date. 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 the Calculation Agent and the Company. The times set forth below are guidelines for action by the Company and the Calculation Agent, and each shall use its best efforts to adhere to such times. The Company shall use its best efforts to cause the Reference Dealers to take all actions contemplated below in as timely a manner as possible. A HOLDER SHALL INDICATE ITS ELECTION TO SELL ITS NOTE TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS (AS DEFINED BELOW) IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (F) BELOW BY NOTIFYING THE CALCULATION AGENT OF SUCH ELECTION BY NO LATER THAN 9:35 A.M. (NEW YORK TIME) ON FEBRUARY 24, 2003. IF THE CALCULATION AGENT HAS NOT RECEIVED WRITTEN ELECTION FOR THE SALE OF AT LEAST $25,000,000 AGGREGATE PRINCIPAL AMOUNT OF THE NOTES TO THE FINAL DEALER OR FINAL DEALERS, THE CALCULATION AGENT SHALL SELECT PRO RATA FROM ALL HOLDERS NOTES IN A PRINCIPAL AMOUNT THAT, WHEN AGGREGATED WITH THE PRINCIPAL AMOUNT OF NOTES FOR WHICH THE CALCULATION AGENT HAS RECEIVED A WRITTEN ELECTION TO SELL, WILL TOTAL $25,000,000, AND SHALL IMMEDIATELY NOTIFY SUCH HOLDERS OF SUCH SELECTION. THE HOLDERS OF SUCH RANDOMLY SELECTED NOTES SHALL SELL THEIR NOTES TO, AND PURCHASE DESIGNATED TREASURY BONDS FROM, THE FINAL DEALER OR FINAL DEALERS IN ACCORDANCE WITH THE TERMS SET FORTH IN PARAGRAPH (E) BELOW. 5 (a) At 9:00 a.m., the Company shall provide to the Calculation Agent the names of four financial institutions that deal in the Company's debt securities and have agreed to participate as reference dealers in accordance with the terms set forth below (the "Reference Dealers") and, for each Reference Dealer, the name of and telephone and facsimile numbers for one individual who will represent such Reference Dealer. (b) At 9:15 a.m., the Calculation Agent shall: (i) determine and provide to the Company the 5-year Treasury bond yield determined at or about such time (the "Designated Treasury Yield") based on an issue of 5-year Treasury bonds chosen by the Calculation Agent (the "Designated Treasury Bonds"); (ii) calculate and provide to the Company the "Premium", which shall equal the present value (expressed as a percentage rounded to four decimal places) of the Treasury Rate Difference applied over the 10 semi-annual periods from March 3, 2003 to the Maturity Date, discounted at the Discount Rate divided by two, where: "Treasury Rate Difference" means the difference between 6.585% (the "Initial Treasury Yield") minus the Designated Treasury Yield; and "Discount Rate" means the sum of the Designated Treasury Yield plus 0.50%; and (iii) provide to the Company the aggregate principal amount of the Designated Treasury Bonds that the Holders will purchase (the "Hedge Amount") in the event that all of the Notes are sold to one or more of the Reference Dealers in accordance with paragraph (e) below. (c) The Calculation Agent immediately thereafter shall contact each of the Reference Dealers and request that each Reference Dealer provide to the Calculation Agent the following firm bid and firm offer for the benefit of the Holders (which bid and offer shall remain firm for 15 minutes): (i) a firm bid (on an all-in basis), expressed as a spread to the Designated Treasury Bonds (using, for such purposes, the Designated Treasury Yield), at which such Reference Dealer would purchase any Notes offered (up to Notes in a principal amount equal to $50,000,000, provided that such Reference Dealer shall not be obligated to purchase Notes in a principal amount less that $25,000,000) at a price equal to 100% plus the Premium for settlement on the Redemption Date (the lowest of such spreads, the "Spread"); and (ii) a firm offer (on an all-in basis) to sell Designated Treasury Bonds in a principal amount equal to the Hedge Amount at a yield equal to the Designated Treasury Yield for settlement on the Redemption Date. (d) At 9:30 a.m., the following shall occur following receipt of the bids and offers requested in paragraph (c) above: 2 6 (i) the Calculation Agent shall calculate and provide to the Company the "Adjusted Coupon", which shall be the fixed rate of interest on the Notes required to produce a yield on the Notes equal to the sum of the Designated Treasury Yield and the Spread given a purchase price of 100% plus the Premium; (ii) the Interest Rate on the Notes shall be adjusted and shall equal, effective from and including March 3, 2003 to the Maturity Date, the Adjusted Coupon; and (iii) the Reference Dealer providing the Spread shall be deemed the "Final Dealer"; provided that if two or more Reference Dealers shall have quoted such Spread, the Company shall determine which of such Reference Dealers shall be the Final Dealer or the Final Dealers (and, in the latter case, the allocation to be made between them). (e) The Holders: (i) shall sell Notes to the Final Dealer or Final Dealers in a principal amount which shall be not less than $25,000,000 nor more than $50,000,000 at a price equal to 100% plus the Premium; and (ii) shall purchase Designated Treasury Bonds from the Final Dealer or Final Dealers in a principal amount equal to the Hedge Amount (adjusted pro rata based on the amount of Notes sold in the event that less than $50,000,000 principal amount is sold), at a price based on the Designated Treasury Yield, in each case for settlement on the Redemption Date and, in the case of more than one Final Dealer, according to the allocation designated by the Company under paragraph (d)(iii) above. If the Calculation Agent determines that (i) a Market Disruption Event (as defined below) has occurred or (ii) two or more of the Reference Dealers have failed to provide indicative or firm bids or offers in a timely manner substantially as provided above, the steps contemplated above shall be delayed until the next trading day on which there is no Market Disruption Event and no such failure by two or more Reference Dealers. "Market Disruption Event" shall mean any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or the establishment of minimum prices on such exchange: (ii) a general moratorium on commercial banking activities declared by either federal or New York State authorities; (iii) any material adverse change in the existing financial, political or economic conditions in the United States or America or elsewhere; (iv) an outbreak or escalation of major hostilities involving the United States of America or the declaration of a national emergency or war by the United States of America; or (v) any material disruption of the U.S. government securities market, U.S. corporate bond market and/or U.S. federal wire system. 3