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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Attest:
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------
U.S. BANK TRUST,
NATIONAL ASSOCIATION
By: /s/ ▇.▇. ▇▇▇▇▇▇▇
------------------------------
▇.▇. ▇▇▇▇▇▇▇
Vice President
Attest:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------
-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
