ILFC reserves to itself all rights, claims and interests it may have under the Boeing Agreement not expressly assigned to Lessee hereunder. ILFC will remain responsible to Boeing for any amounts with respect to the Aircraft owed to Boeing under the Boeing Agreement prior to the effective date of this letter, including any amounts owed by ILFC to Boeing under the specific articles and paragraphs of the Boeing Agreement referenced in paragraph 1 above based upon events or incidents relating to the Aircraft occurring prior to the effective date of this letter.
ILFC. (Bermuda) 5, Ltd., (7)
ILFC. (Bermuda) 6, Ltd and (10) International Lease Finance Corporation as amended and supplemented from time to time.
ILFC is not in violation of, has not violated, has not given notice of any violation of, and, to the best of my knowledge after due inquiry, has not been threatened to be charged with any violation of, any California or United States Federal law, rule, regulation, judgment, injunction, order or decree applicable to the Purchased Assets.
ILFC. ILFC was founded in 1973 and remained an independent company until it was acquired by AIG in 1990. While a wholly-owned subsidiary of AIG, ILFC maintained its independently recognized brand name, operated outside of AIG’s core insurance operations and remained focused on its aircraft leasing business. In addition to its primary leasing activities, ILFC provides fleet management services for aircraft portfolios for a management fee. It also provides engine leasing, certified aircraft engines, airframes and engine parts, and supply chain solutions through AeroTurbine, Inc., which it acquired from AerCap in 2011. ILFC has 40 years of operating history and operates its business principally from offices in Los Angeles, Miami, Amsterdam, Dublin, Seattle and Singapore. CERTAIN INFORMATION ABOUT THE ISSUERS Irish issuer AerCap Ireland Capital Limited, the Irish Issuer, was incorporated in Ireland with registered number 535682 on November 22, 2013 as a private limited company under the Companies Acts 1963 to 2013. The registered office of the Irish Issuer is at 4000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx, Xx. Xxxxx, Xxxxxxx (telephone number +000 00 000000). The authorized share capital of the Irish Issuer is $100,000 divided into 100,000 shares of $1 each. One share has been issued and is held by AerCap Ireland Limited. AerCap Ireland Limited is a wholly-owned indirect subsidiary of the Parent Guarantor. The primary purpose of the Irish Issuer is to obtain financing, including issuing the notes offered hereby. The directors of the Irish Issuer are: Name Principal activities outside the Irish Issuer Txxxxx Xxxxx Chief Executive Officer of AerCap Ireland Limited Lxxxxx Xxxxxxx Chief Servicing and Investments Officer of AerCap Ireland Limited Pxxxxxx Xxxxxx Chief Insurance Officer of AerCap Ireland Limited The directors may be contacted at the registered office of the Irish Issuer. We believe that there are currently no conflicts of interest between the duties owed by the directors of the Irish Issuer and their respective private interests. U.S. Issuer AerCap Global Aviation Trust, the U.S. Issuer, is a statutory trust formed on February 5, 2014 with registration number 5477349 under the Delaware Statutory Trust Act, 12 Del. C.§§ 3801 et.seq. (the “Delaware Act”), pursuant to a trust agreement between the Irish Issuer and Wilmington Trust, National Association, as the Delaware Trustee. The principal office of the U.S. Issuer is at 4000 Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxx,...
ILFC. ILFC is a party to various claims and litigation matters arising in the ordinary course of its business. We do not believe that the outcome of these matters, individually or in the aggregate, will be material to our consolidated financial condition, results of operations or cash flows.
ILFC hereby assigns and transfers to Lessee all of ILFC's respective rights and interest in and to and in and under the Engine Warranties set forth in and subject to the limitations and liabilities set forth in Exhibit B Warranty, Section X (the "Engine Warranties") of CFM International, Inc. ILFC General Terms Agreement No. 6 3987 dated 22 June 1984 (the "GTA") during the term of such leases so long as Lessee is not in default thereunder.
ILFC hereby assigns and transfers to LESSEE all of ILFC's respective rights and interest in and to and in and under the Engine Sales Warranty and Service Policy benefits (the "Engine Warranties") of the Consolidated JT8D-200 Series/PW2000 Series/PW4000 Series Propulsion System/Engine Support Proposal for International Lease Finance Corporation Dated May 11, 1988 (the "Support Agreement") between United Technologies Corporation, Xxxxx & Xxxxxxx Group ("P&W") and International Lease Finance Corporation ("ILFC") during the term of the lease to LESSEE so long as LESSEE is not in default thereunder.
ILFC hereby undertakes and covenants that from the date of this Letter Agreement and until 31 December 2012 (the “Effective Period”), it shall not (and ILFC shall procure that none of its Subsidiaries shall) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, transfer or otherwise dispose of property or assets to third parties which together have a total net book value (such net book value being the total of the amounts reported as “Proceeds from disposal of flight equipment — net of loss or gain” on the statement of cash flow in ILFC’s consolidated financial statements from time to time) which is greater than the Agreed Disposition Amount (as defined in the next sentence) determined for the calendar quarter for which the most recent of any such sales or transfers is reported (as “Proceeds from disposal of flight equipment — net of loss or gain”) in ILFC’s financial statements as described above. As used in this paragraph 3, the “Agreed Disposition Amount” will be (i) from the date of this letter until March 31, 2010, ten billion seven hundred and fifty million Dollars (US$10,750,000,000) (the “Initial Agreed Disposition Value”), and (ii) from April 1, 2010 through the end of the Effective Period, an amount determined each calendar quarter by reducing the Initial Agreed Disposition Amount by ninety-one million three hundred seventy-five thousand Dollars (US$91,375,000) for each completed calendar quarter after December 31, 2009. ILFC and the Borrower agree and acknowledge that any breach of the covenant contained in this paragraph 3 shall constitute an immediate Termination Event under the Facility Agreement in relation to the New Loans only and for so long as such Termination Event is continuing the provisions of clause 10.2 (Rights following a Termination
ILFC has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, other than the Purchase and Investor Rights Agreement dated as of September 19, 2000, between the Company and ILFC (the "Existing Agreement") and as contemplated by this Agreement.
