Exhibit 4.1

 




 

 

FIFTH SUPPLEMENTAL INDENTURE

Dated as of March 19, 2012

 

to the

 

INDENTURE

Dated as of August 1, 2006

 

Between

 

INTERNATIONAL LEASE FINANCE CORPORATION

 

and

 

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee

 

 




 











 

This FIFTH SUPPLEMENTAL INDENTURE, dated as of March 19, 2012 (this “Supplemental Indenture”) between International Lease Finance Corporation, a corporation duly organized and existing under the laws of the State of California (herein called the “Company”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (herein called the “Trustee”).

 

RECITALS

 

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of August 1, 2006, as supplemented by the First Supplemental Indenture, dated as of August 20, 2010, the Second Supplemental Indenture, dated as of December 7, 2010, the Third Supplemental Indenture, dated as of May 24, 2011, and the Fourth Supplemental Indenture, dated as of December 22, 2011 (as supplemented, the “Indenture”), providing for the issuance from time to time of its Securities, to be issued in one or more series as provided in the Indenture;

 

WHEREAS, the Company has authorized the issuance of $750,000,000 aggregate principal amount of 4.875% Senior Notes due 2015 (the “2015 Notes”) and $750,000,000 aggregate principal amount of 5.875% Senior Notes due 2019 (the “2019 Notes” and, together with the 2015 Notes, the “Notes”) pursuant to an Officers’ Certificate under Section 301 of the Indenture;

 

WHEREAS, Sections 901(4) and 901(5) of the Indenture provides that without the consent of the Holders, the Company and the Trustee may add to, change or eliminate any of the provisions of the Indenture in respect of one or more series of Securities, subject to certain requirements;

 

WHEREAS, pursuant to Sections 901(4) and 901(5) of the Indenture, the Company and the Trustee wish to amend the Indenture solely with respect to certain provisions of the Notes and no other series of Securities issued under the Indenture; and

 

WHEREAS, all conditions precedent provided for in Section 901 of the Indenture with respect to the execution of this Supplemental Indenture have been complied with.

 

NOW, THEREFORE, in consideration of the foregoing, the Company and the Trustee agree as follows:

 

1.              Definitions.  All capitalized terms used herein and not defined shall have the meanings set forth in the Indenture.

 

2.              Amendment of Section 506 of the Indenture.  The Indenture, solely with respect to the Notes, is hereby supplemented by adding the words “and property” after “Any money” in the first sentence of Section 506, deleting the period at the end of Section 506, replacing such period with “; and,” and adding the following:

 

“THIRD: If any funds shall be left remaining, to the Company.”

 

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3.              Amendment of Section 704 of the Indenture.  The Indenture, solely with respect to the Notes, is hereby supplemented by replacing the introductory phrase to Section 704(1) “deliver to the Trustee, within 15 days after the Company files” with “deliver to the Trustee, within 15 days after the Company is required to file,” and replacing the introductory phrase to Section 704(4) “furnish to the Trustee, no less often than annually” with “furnish to the Trustee, within 120 days of the end of each fiscal year of the Company”.

 

4.              Amendment of Section 902 of the Indenture.  The Indenture, solely with respect to the Notes, is hereby supplemented by adding to the end of Section 902(2) “amend, change or modify any provision of this Indenture affecting the ranking of any Outstanding Security in a manner adverse to the Holders of each Outstanding Security affected thereby, or”.

 

5.              Ratification.  Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

 

6.              Conflict with Trust Indenture Act.  If any provision of this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act or which is automatically deemed included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required or automatically included provision shall control.

 

7.              Separability.  In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

8.              Effect of Headings.  The section headings herein are for convenience only and shall not affect the construction hereof.

 

9.              Benefits of this Supplemental Indenture.  Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties to the Supplemental Indenture and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

 

10.       Successors and Assigns.  All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

 

11.       Governing Law.  This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflict of law principles (except Sections 5-1401 and 5-1402 of the New York General Obligations Law).

 

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12.       Counterparts.  This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Supplemental Indenture.

 

[Remainder of page intentionally left blank.]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.

 

 

	
 
    	
 
    	
INTERNATIONAL   LEASE FINANCE CORPORATION
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/   Frederick S. Cromer
    
	
 
    	
 
    	
Name:
    	
Frederick   S. Cromer
    
	
 
    	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    	
 
    
	
Attest:
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Pamela S. Hendry
    	
 
    	
 
    	
 
    
	
Name:
    	
Pamela   S. Hendry
    	
 
    	
 
    	
 
    
	
Title:
    	
Senior   Vice President, Treasurer and
    	
 
    	
 
    	
 
    
	
 
    	
Assistant   Secretary
    	
 
    	
 
    	
 
    


 

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DEUTSCHE   BANK TRUST COMPANY
    
	
 
    	
 
    	
 
    	
AMERICAS,
    
	
 
    	
 
    	
 
    	
as   Trustee
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/   Carol Ng
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Carol   Ng
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
By:
    	
/s/   Aldrin M.F. Bayne
    
	
 
    	
 
    	
 
    	
 
    	
Name:
    	
Aldrin   M.F. Bayne
    
	
 
    	
 
    	
 
    	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Attest:
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/   Li Jiang
    	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Li   Jiang
    	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Associate