exv4w1






Exhibit 4.1




REGISTRATION RIGHTS AGREEMENT




by and among



International Lease Finance Corporation



and



Banc of America Securities LLC

Barclays Capital Inc.

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities Inc.

Citigroup Global Markets Inc.

UBS Securities LLC



Dated as of April 6, 2010



 









 





REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 6,
2010, by and among International Lease Finance Corporation, a California corporation (the
“Company”), Banc of America Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and UBS Securities LLC, as
Representatives (the “Representatives”) of the several Initial Purchasers listed on Schedule A to
the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), who have
severally and not jointly agreed to purchase (x) $250,000,000 aggregate principal amount of the
Company’s 8.625% Senior Notes due 2015 issued on the date hereof (the “2015 Notes”) and (y)
$500,000,000 aggregate principal amount of the Company’s 8.750% Senior Notes due 2017 issued on the
date hereof (the “2017 Notes” and, together with the 2015 Notes, the “Initial Securities”) pursuant
to the Purchase Agreement.



     This Agreement is made pursuant to the Purchase Agreement, dated March 17, 2010 (the “Purchase
Agreement”), among the Company and the Representatives (i) for the benefit of the Initial
Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities,
including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the
Initial Securities, the Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the obligations of the
Initial Purchasers set forth in Section 5(f) of the Purchase Agreement.



     The parties hereby agree as follows:



     SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have
the following meanings:



     2015 Exchange Notes: The 8.625% Senior Notes due 2015, of the same series under the Indenture
as the 2015 Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant
to this Agreement and in accordance with the terms of the Exchange Offer Registration Statement.



     2017 Exchange Notes: The 8.750% Senior Notes due 2017, of the same series under the
Indenture as the 2017 Notes, to be issued to Holders in exchange for Transfer Restricted Securities
pursuant to this Agreement and in accordance with the terms of the Exchange Offer Registration
Statement.



     Additional Interest Payment Date: With respect to the Initial Securities, each Interest
Payment Date.



     Broker-Dealer: Any broker or dealer registered under the Exchange Act.



     Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which
banking institutions or trust companies located in New York, New York are authorized or obligated
to be closed.



     Closing Date: March 22, 2010.



 









 





     Commission: The U.S. Securities and Exchange Commission (including acting through its staff).



     Consummate: A registered Exchange Offer shall be deemed “Consummated” for purposes of this
Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the
Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the
Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the
keeping of the Exchange Offer open for a period not less than the minimum period required pursuant
to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture
of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Initial Securities that were validly tendered and not properly withdrawn by Holders thereof
pursuant to the Exchange Offer.



     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.



     Exchange Offer: The registration by the Company under the Securities Act of the Exchange
Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of
all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate
principal amount equal to the aggregate principal amount of the Transfer Restricted Securities
validly tendered and not properly withdrawn in such exchange offer by such Holders.



     Exchange Offer Registration Statement: The Registration Statement relating to the Exchange
Offer, including the related Prospectus.



     Exchange Securities: The 2015 Exchange Notes and/or the 2017 Exchange Notes, as applicable.



     FINRA: The Financial Industry Regulatory Authority, Inc.



     Holders: As defined in Section 2(b) hereof.



     Indemnified Holder: As defined in Section 8(a) hereof.



     Indenture: The Indenture, dated as of March 22, 2010, by and among the Company, Wilmington
Trust FSB, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as paying agent,
security registrar and authentication agent, pursuant to which the Securities are to be issued, as
such Indenture is amended or supplemented from time to time in accordance with the terms thereof.



     Initial Purchaser: As defined in the preamble hereto.



     Initial Placement: The issuance and sale by the Company of the Initial Securities to the
Initial Purchasers pursuant to the Purchase Agreement.



     Initial Securities: As defined in the preamble hereto.



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     Interest Payment Date: As defined in the Indenture and the Securities.



     Person: An individual, partnership, corporation, trust or unincorporated organization, or a
government or agency or political subdivision thereof.



     Prospectus: The prospectus included in a Registration Statement, as amended or supplemented
by any prospectus supplement and by all other amendments thereto, including post-effective
amendments, and all material incorporated by reference into such Prospectus.



     Registration Default: As defined in Section 5 hereof.



     Registration Statement: Any registration statement of the Company relating to (a) an offering
of Exchange Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer
Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the
provisions of this Agreement, in each case, including the Prospectus included therein, all
amendments and supplements thereto (including post-effective amendments) and all exhibits and
material incorporated by reference therein.



     Securities: The Initial Securities and the Exchange Securities.



     Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.



     Shelf Filing Deadline: As defined in Section 4(a) hereof.



     Shelf Registration Statement: As defined in Section 4(a) hereof.



     Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the
date on which such Initial Security is exchanged in the Exchange Offer for an Exchange Security
entitled to be resold to the public by the holder thereof without complying with the prospectus
delivery requirements of the Securities Act, (b) the date on which such Initial Security has been
effectively registered under the Securities Act and disposed of in accordance with a Shelf
Registration Statement and (c) the date on which such Initial Security is distributed to the public
by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein).



     Trust Indenture Act: The Trust Indenture Act of 1939, as amended, and the rules and
regulations promulgated thereunder.



     Underwritten Registration or Underwritten Offering: A registration in which securities of the
Company are sold to an underwriter for reoffering to the public.



     SECTION 2. Securities Subject to this Agreement.



     (a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement
are the Transfer Restricted Securities.



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     (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer
Restricted Securities (each, a “Holder”) whenever such Person is the registered owner or the
beneficial owner (and in each case of a beneficial owner, has provided written notification and
proof of ownership in a manner reasonably satisfactory to the Company) of Transfer Restricted
Securities.



     SECTION 3. Registered Exchange Offer.



     (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission
policy (after the procedures set forth in Section 6(a) hereof have been complied with), the Company
will use its commercially reasonable efforts to cause a Registration Statement under the Securities
Act relating to the Exchange Securities and the Exchange Offer to become effective as soon as
reasonably practicable, but in no event later than 310 days after the Closing Date (or if such
310th day is not a Business Day, the next succeeding Business Day), (ii) in connection with the
foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary
in order to cause such Registration Statement to become effective, (B) file if applicable, a
post-effective amendment to such Registration Statement pursuant to Rule 430A under the Securities
Act and (C) cause all necessary filings in connection with the registration and qualification of
the Exchange Securities to be made under the state securities or blue sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer (provided, however,
that the Company shall not be required to register or qualify as a foreign corporation where it is
not then so qualified or to take any action that would subject it to the service of process in
suits or to taxation, other than as to matters and transactions relating to the Registration
Statement, in any jurisdiction where it is not then so subject), and (iii) upon the effectiveness
of such Registration Statement, commence the Exchange Offer. The Exchange Offer Registration
Statement shall be on the appropriate form permitting registration of the Exchange Securities to be
offered in exchange for the Transfer Restricted Securities and to permit resales of Exchange
Securities held by Broker-Dealers as contemplated by Section 3(c) hereof.



     (b) The Company shall cause the Exchange Offer Registration Statement to be effective
continuously and shall keep the Exchange Offer open for a period of not less than the minimum
period required under applicable federal and state securities laws to Consummate the Exchange
Offer; provided, however, that in no event shall such period be less than 20 days after the date
notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer
to comply in all material respects with all applicable federal and state securities laws. No
securities other than the Exchange Securities and the notes of the same series as the Exchange
Securities issued under the Indenture shall be included in the Exchange Offer Registration
Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer
to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 365 days after the Closing Date (or if such 365th
day is not a Business Day, the next succeeding Business Day).



     (c) The Company shall indicate in a “Plan of Distribution” section contained in the Prospectus
forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds
Initial Securities that are Transfer Restricted Securities and that were acquired for its own
account as a result of market-making activities or other trading activities (other than Trans-



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fer Restricted Securities acquired directly from the Company), may exchange such Initial
Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an
“underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus
meeting the requirements of the Securities Act in connection with any resales of the Exchange
Securities received by such Broker-Dealer in the Exchange Offer, which prospectus delivery
requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in
the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain
all other information with respect to such resales by Broker-Dealers that the Commission may
require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not
name any such Broker-Dealer or disclose the amount of Initial Securities held by any such
Broker-Dealer except to the extent required by the Commission.




     The Company shall use its commercially reasonable efforts to keep the Exchange Offer
Registration Statement continuously effective, supplemented and amended as required by the
provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for
exchanges of Initial Securities and resales of Exchange Securities acquired by Broker-Dealers for
their own accounts as a result of market-making activities or other trading activities, and to
ensure that it conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to time, for a period
ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration
Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to
deliver a prospectus in connection with market-making or other trading activities.



     The Company shall provide sufficient copies of the latest version of such Prospectus to
Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the
foregoing sentence) period in order to facilitate such resales.



     SECTION 4. Shelf Registration.



     (a) Shelf Registration. If (i) the Company is not required to file an Exchange Offer
Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not
permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a)
hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within
365 days after the Closing Date (or if such 365th day is not a Business Day, the next succeeding
Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities (A) such
Holder is prohibited by applicable law or Commission policy from participating in the Exchange
Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange
Offer to the public without delivering a prospectus and the Prospectus contained in the Exchange
Offer Registration Statement is not appropriate or available for such resales by such Holder, or
(C) such Holder is a Broker-Dealer and holds Exchange Securities acquired in exchange for Initial
Securities acquired directly from the Company or one of its affiliates, then, upon such Holder’s
request prior to the 15th day following the Consummation of the Exchange Offer, the Company shall:




     (x) cause to be filed a shelf registration statement pursuant to Rule 415 under the
Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in
either event, the “Shelf Registration Statement”) on or prior to the earliest



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to occur of (1) the 30th day after the date on which the Company determines that it is
not required to file the Exchange Offer Registration Statement, (2) the 30th day after the
date on which the Company receives notice from a Holder of Transfer Restricted Securities as
contemplated by Clause (iii) above, and (3) the 410th day after the Closing Date (or if such
410th day is not a Business Day, the next succeeding Business Day) (such date being the
“Shelf Filing Deadline”), which Shelf Registration Statement shall provide for resales of
all Transfer Restricted Securities the Holders of which shall have provided the information
required pursuant to Section 4(b) hereof; and




     (y) use its commercially reasonable efforts to cause such Shelf Registration Statement
to be declared effective by the Commission on or before the 30th day after the Shelf Filing
Deadline (or if such 30th day is not a Business Day, the next succeeding Business Day).



     The Company shall use its commercially reasonable efforts to keep such Shelf Registration
Statement continuously effective, supplemented and amended as required by the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of
Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this
Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the
Securities Act and the policies, rules and regulations of the Commission as announced from time to
time, for a period of at least two years following the Closing Date (or shorter period that will
terminate when all the Initial Securities covered by such Shelf Registration Statement have been
sold pursuant to such Shelf Registration Statement).



     (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted
Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such
Holder furnishes to the Company in writing, within 10 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in connection with any
Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder
as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the
Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading.



     SECTION 5. Additional Interest. If (i) any of the Registration Statements required by this
Agreement has not been declared effective by the Commission on or prior to the date specified for
such effectiveness in this Agreement, (ii) the Exchange Offer has not been Consummated (and the
Shelf Registration has not been filed) within 365 days after the Closing Date with respect to the
Exchange Offer Registration Statement or (iii) any Registration Statement required by this
Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be
usable for its intended purpose without being succeeded immediately by a post-effective amendment
to such Registration Statement that cures such failure and that is itself immediately declared
effective (each such event referred to in clauses (i) through (iii), a “Registration Default”), the
Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be
increased by 0.25% per annum during the 90-day period immediately following the occurrence of any
Registration Default and shall increase by 0.25% per annum at the end of each



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subsequent 90-day period, but in no event shall such increase exceed 0.50% per annum.
Following the cure of all Registration Defaults relating to any particular Transfer Restricted
Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced
to the original interest rate borne by such Transfer Restricted Securities; provided, however,
that, if after any such reduction in interest rate, a different Registration Default occurs, the
interest rate borne by the relevant Transfer Restricted Securities shall again be increased
pursuant to the foregoing provisions.




     All obligations of the Company set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to be a Transfer
Restricted Security shall survive until such time as all such obligations with respect to such
security shall have been satisfied in full.



     Notwithstanding the foregoing, (i) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending and (ii) a Holder
of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration
Statement (because, e.g., such Holder has not elected to include information or has not timely
delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to
Additional Interest with respect to a Registration Default that pertains to the Shelf Registration
Statement.



     SECTION 6. Registration Procedures.



     (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company
shall comply in all material respects with all of the provisions of Section 6(c) hereof, shall use
its commercially reasonable efforts to effect such exchange to permit the sale of Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution
thereof, and shall comply in all material respects with all of the following provisions:




     (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law with respect to the Initial
Securities, the Company hereby agrees to seek a no-action letter or other favorable decision
from the Commission allowing the Company to Consummate an Exchange Offer for such Initial
Securities. The Company hereby agrees to pursue the issuance of such a decision to the
Commission staff level but shall not be required to take commercially unreasonable action to
effect a change of Commission policy. The Company hereby agrees, however, to (A)
participate in telephonic conferences with the Commission, (B) deliver to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal bases, if any,
upon which such counsel has concluded that such an Exchange Offer should be permitted and
(C) diligently pursue a favorable resolution by the Commission staff of such submission.




     (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of
this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the
request of the Company, prior to the Consummation thereof, a written representation to the
Company (which may be contained in the letter of transmittal contemplated by the Exchange
Offer Registration Statement) to the effect that (A) it is not an affiliate of the



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Company, (B) it is not engaged in, and does not intend to engage in, and has no
arrangement or understanding with any Person to participate in, a distribution of the
Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
Securities in its ordinary course of business, (D) if such Holder is not a Broker-Dealer,
that it has not engaged in and does not intend to engage in, the distribution of Exchange
Securities, (E) if such Holder is a Broker-Dealer, such Holder acquired the Transfer
Restricted Securities as a result of market-making activities or other trading activities
and that it will comply with the applicable provisions of the Securities Act with respect to
any resale of any Exchange Securities, and (F) such Holder has full corporate (or similar)
power and authority to transfer the Transfer Restricted Securities in exchange for the
Exchange Securities. In addition, all such Holders of Transfer Restricted Securities shall
otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder
hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange
Offer to participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of this Agreement rely
on the position of the Commission enunciated in Morgan Stanley and Co., Inc.
(available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13,
1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993,
and similar no-action letters (which may include any no-action letter obtained pursuant to
clause (i) above), and (2) must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with a secondary resale transaction and
that such a secondary resale transaction should be covered by an effective registration
statement containing the selling security holder information required by Item 507 or 508, as
applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such
Holder in exchange for Initial Securities acquired by such Holder directly from the Company.



     (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the
Company shall comply in all material respects with all the provisions of Section 6(c) hereof and
shall use its commercially reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method or methods of
distribution thereof, and pursuant thereto the Company will use commercially reasonable efforts to
expeditiously prepare and file with the Commission a Registration Statement relating to the
registration on any appropriate form under the Securities Act, which form shall be available for
the sale of the Transfer Restricted Securities in accordance with the intended method or methods of
distribution thereof.



     (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities
(including, without limitation, any Registration Statement and the related Prospectus required to
permit resales of Exchange Securities by Broker-Dealers), the Company shall:




     (i) use its commercially reasonable efforts to keep such Registration Statement
continuously effective and provide all requisite financial statements for the period
specified in Section 3 or 4 hereof, as applicable; upon the occurrence of any event that
would cause any such Registration Statement or the Prospectus contained therein (A) to



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contain a material misstatement or omission or (B) not to be effective and usable for
resale of Transfer Restricted Securities during the period required by this Agreement, the
Company shall file promptly an appropriate amendment to such Registration Statement, in the
case of clause (A), correcting any such misstatement or omission, and, in the case of either
clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be
declared effective and such Registration Statement and the related Prospectus to become
usable for their intended purpose(s) as soon as practicable thereafter;




     (ii) prepare and file with the Commission such amendments and post-effective amendments
to the applicable Registration Statement as may be necessary to keep the Registration
Statement effective for the applicable period set forth in Section 3 or 4 hereof, as
applicable, or such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to be filed
pursuant to Rule 424 under the Securities Act, and to comply in all material respects with
the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner;
and comply in all material respects with the provisions of the Securities Act with respect
to the disposition of all securities covered by such Registration Statement during the
applicable period in accordance with the intended method or methods of distribution by the
sellers thereof set forth in such Registration Statement or supplement to the Prospectus;




     (iii) advise the underwriter(s), if any, and selling Holders named in any Shelf
Registration Statement promptly and, if requested by such Persons, to confirm such advice in
writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any Registration Statement or any post-effective
amendment thereto, when the same has become effective, (B) of any request by the Commission
for amendments to the Registration Statement or amendments or supplements to the Prospectus
or for additional information relating thereto, (C) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement under the Securities
Act or of the suspension by any state securities commission of the qualification of the
Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation
of any proceeding for any of the preceding purposes, (D) of the existence of any fact or the
happening of any event that makes any statement of a material fact made in the Registration
Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated
by reference therein untrue, or that requires the making of any additions to or changes in
the Registration Statement or the Prospectus in order to make the statements therein not
misleading; provided, however, that the Company shall not be required to disclose the nature
of any such fact or event. If at any time the Commission shall issue any stop order
suspending the effectiveness of the Registration Statement, or any state securities
commission or other regulatory authority shall issue an order suspending the qualification
or exemption from qualification of the Transfer Restricted Securities under state securities
or blue sky laws, the Company shall use its commercially reasonable efforts to obtain the
withdrawal or lifting of such order at the earliest possible time;



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     (iv) furnish without charge to each of the Initial Purchasers, subject to customary
confidentiality agreements, each selling Holder named in any Registration Statement, and
each of the underwriter(s), if any, before filing with the Commission, copies of any
Registration Statement or any Prospectus included therein or any amendments or supplements
to any such Registration Statement or Prospectus (including all documents incorporated by
reference after the initial filing of such Registration Statement), which documents will be
subject to the review and comment of such Holders and underwriter(s) in connection with such
sale, if any, for a period of at least five Business Days, and the Company will not file any
such Registration Statement or Prospectus or any amendment or supplement to any such
Registration Statement or Prospectus (including all such documents incorporated by
reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such
Registration Statement or the underwriter(s), if any, shall reasonably object in writing
within five Business Days after the receipt thereof (such objection to be deemed timely made
upon confirmation of telecopy transmission within such period). The objection of an Initial
Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration
Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed,
contains a material misstatement or omission;




     (v) make available, subject to customary confidentiality agreements, at reasonable
times for inspection by the Initial Purchasers, the managing underwriter(s), if any,
participating in any disposition pursuant to such Registration Statement and any attorney or
accountant retained by such Initial Purchasers or any of the underwriter(s), all financial
and other records, pertinent corporate documents and properties of the Company and cause the
Company’s officers, directors and employees to supply all information reasonably requested
by any such Holder, underwriter, attorney or accountant in connection with such Registration
Statement or any post-effective amendment thereto subsequent to the filing thereof and prior
to its effectiveness and to participate in meetings with investors to the extent requested
by the managing underwriter(s), if any, in each case at reasonable times and in a reasonable
manner;




     (vi) if requested by any selling Holders named in any Shelf Registration Statement or
the underwriter(s), if any, promptly incorporate in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary, such
information as such selling Holders and underwriter(s), if any, may reasonably request to
have included therein, including, without limitation, information relating to the “Plan of
Distribution” of the Transfer Restricted Securities, information with respect to the
principal amount of Transfer Restricted Securities being sold to such underwriter(s), the
purchase price being paid therefor and any other terms of the offering of the Transfer
Restricted Securities to be sold in such offering; and make all required filings of such
Prospectus supplement or post-effective amendment as soon as practicable after the Company
is notified of the matters to be incorporated in such Prospectus supplement or
post-effective amendment;




     (vii) cause the Transfer Restricted Securities covered by the Registration Statement to
be rated with the appropriate rating agencies, if so requested by the Holders



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of a majority in aggregate principal amount of Securities covered thereby or the
underwriter(s), if any;




     (viii) furnish to each Initial Purchaser, each selling Holder named in any Shelf
Registration Statement and each of the underwriter(s), if any, without charge, at least one
copy of the Registration Statement, as first filed with the Commission, and of each
amendment thereto, including financial statements and schedules, all documents incorporated
by reference therein and all exhibits (including exhibits incorporated therein by reference)
provided, however, that for so long as the Company’s filings with the Commission are
available on the EDGAR system (or any successor system that provides general on-line access
to the public), such requirement shall be satisfied by any such filing;




     (ix) deliver to each selling Holder named in any Shelf Registration Statement and each
of the underwriter(s), if any, without charge, as many copies of the Prospectus (including
each preliminary prospectus) and any amendment or supplement thereto as such Persons
reasonably may request; the Company hereby consents to the use of the Prospectus and any
amendment or supplement thereto by each of the selling Holders and each of the
underwriter(s), if any, in connection with the offering and the sale of the Transfer
Restricted Securities covered by the Prospectus or any amendment or supplement thereto;




     (x) In the case of any Underwritten Registration or Underwritten Offering, enter into
such agreements (including an underwriting agreement), and make such representations and
warranties, and take all such other actions in connection therewith in order to expedite or
facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf
Registration Statement contemplated by this Agreement, all to such extent as may be
requested by any underwriter in connection with any sale or resale pursuant to any Shelf
Registration Statement contemplated by this Agreement; and in connection with any sale or
resale pursuant to a Shelf Registration Statement, whether or not an underwriting agreement
is entered into and whether or not the registration is an Underwritten Registration, in
connection with the offer and sale pursuant to an Underwritten Offering or by a
Broker-Dealer complying with the terms hereof, the Company shall:




     (A) furnish to such selling Broker-Dealer or each underwriter, as applicable,
in such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, on the dates customarily
provided for in the underwriting (or similar) agreements:




     (1) a certificate, signed by (y) the President or any Vice President
and (z) the Chief Financial Officer of the Company, confirming, as of the
applicable date, the matters set forth in paragraphs (i), (ii) and (iii) of
Section 5(e) of the Purchase Agreement and such other matters as such
parties may reasonably request;




     (2) an opinion, dated the closing date with respect to such offering,
of counsel for the Company, covering the matters set forth in Sec-



-11-









 







tion 5(c) of the Purchase Agreement and such other matter as such
parties may reasonably request; and




     (3) a customary comfort letter, dated the date of the offering
document, from the Company’s independent accountants, in the customary form
and covering matters of the type customarily requested to be covered in
comfort letters by underwriters in connection with primary underwritten
offerings, and covering or affirming the matters set forth in the comfort
letters delivered pursuant to Section 5(a) of the Purchase Agreement,
without exception;




     (B) provide for in any such underwriting (or similar) agreement, customary
indemnification provisions and procedures; and




     (C) deliver such other documents and certificates as may be reasonably
requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and
with any customary conditions contained in the underwriting agreement or other
agreement entered into by the Company pursuant to this Section 6(c)(xi), if any.




     If at any time during the applicable periods covered by Section 3 or 4 hereof, the
representations and warranties of the Company contemplated in Section 6(c)(xi)(A)(1) hereof
cease to be true and correct, the Company shall so advise the Initial Purchasers and the
underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons,
shall confirm such advice in writing;




     (xi) prior to any public offering of Transfer Restricted Securities, cooperate with the
selling Holders named in any Shelf Registration Statement, the underwriter(s), if any, and
their respective counsel in connection with the registration and qualification of the
Transfer Restricted Securities under the state securities or blue sky laws of such
jurisdictions as the selling Holders or underwriter(s), if any, may request and do any and
all other acts or things necessary or advisable to enable the disposition in such
jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration
Statement; provided, however, that the Company shall not be required to register or qualify
as a foreign corporation where it is not then so qualified or to take any action that would
subject it to the service of process in suits or to taxation, other than as to matters and
transactions relating to the Registration Statement, in any jurisdiction where it is not
then so subject;




     (xii) shall issue, upon the request of any Holder of Initial Securities covered by the
Exchange Offer Registration Statement, Exchange Securities having an aggregate principal
amount equal to the aggregate principal amount of Initial Securities surrendered to the
Company by such Holder in exchange therefor or being sold by such Holder; such Exchange
Securities to be registered in the name of such Holder or in the name of the purchaser(s) of
such Exchange Securities, as the case may be; in return, the Initial Securities held by such
Holder shall be surrendered to the Company for cancellation;



-12-









 






     (xiii) cooperate with the selling Holders named in any Shelf Registration Statement and
the underwriter(s), if any, to facilitate the timely preparation and delivery of
certificates representing Transfer Restricted Securities to be sold and not bearing any
restrictive legends; and enable such Transfer Restricted Securities to be in such
denominations and registered in such names as the Holders or the underwriter(s), if any, may
request at least two Business Days prior to any sale of Transfer Restricted Securities made
by such Holders or underwriter(s);




     (xiv) use its commercially reasonable efforts to cause the Transfer Restricted
Securities covered by the Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the seller or
sellers thereof or the underwriter(s), if any, to consummate the disposition of such
Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii)
hereof;




     (xv) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or
have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file
any other required document so that, as thereafter delivered to the purchasers of Transfer
Restricted Securities, the Prospectus will not contain an untrue statement of a material
fact or omit to state any material fact necessary in order to make the statements therein
not misleading;




     (xvi) provide a CUSIP number for all Securities not later than the effective date of
the Registration Statement covering such Securities and provide the Trustee under the
Indenture with printed certificates for such Securities which are in a form eligible for
deposit with the Depository Trust Company and take all other action necessary to ensure that
all such Securities are eligible for deposit with the Depository Trust Company;




     (xvii) cooperate and assist in any filings required to be made with the FINRA and in
the performance of any due diligence investigation by any underwriter (including any
“qualified independent underwriter”) that is required to be retained in accordance with the
rules and regulations of the FINRA;




     (xviii) otherwise use its commercially reasonable efforts to comply in all material
respects with all applicable rules and regulations of the Commission, and make generally
available to its security holders, as soon as practicable, a consolidated earnings statement
meeting the requirements of Rule 158 of the Securities Act (which need not be audited) for
the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer
Restricted Securities are sold to underwriters in a firm commitment or commercially
reasonable efforts Underwritten Offering or (B) if not sold to underwriters in such an
offering, beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement;




     (xix) cause the Indenture to be qualified under the Trust Indenture Act not later than
the effective date of the first Registration Statement required by this Agreement, and, in
connection therewith, cooperate with the Trustee and the Holders of Securities to



-13-









 







effect such changes to the Indenture as may be required for such Indenture to be so
qualified in accordance with the terms of the Trust Indenture Act; and to execute and use
its commercially reasonable efforts to cause the Trustee to execute, all documents that may
be required to effect such changes and all other forms and documents required to be filed
with the Commission to enable such Indenture to be so qualified in a timely manner;and




     (xx) provide promptly to each Holder upon request each document filed with the
Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange Act.



     Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any
notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D)
hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder’s receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised
in writing (the “Advice”) by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated by reference in the
Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies then in such Holder’s possession,
of the Prospectus covering such Transfer Restricted Securities that was current at the time of
receipt of such notice. In the event the Company shall give any such notice, the time period
regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as
applicable, shall be extended by the number of days during the period from and including the date
of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when
each selling Holder covered by such Registration Statement shall have received the copies of the
supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received
the Advice; provided, however, that no such extension shall be taken into account in determining
whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional
Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5
hereof.



     SECTION 7. Registration Expenses.



     (a) All expenses incident to the Company’s performance of or compliance with this Agreement
will be borne by the Company, regardless of whether a Registration Statement becomes effective,
including, without limitation: (i) all registration and filing fees and expenses (including filings
made by any Initial Purchaser or Holder with the FINRA (and, if applicable, the fees and expenses
of any “qualified independent underwriter” and its counsel that may be required by the rules and
regulations of the FINRA)); (ii) all fees and expenses of compliance with federal securities and
state securities or blue sky laws; (iii) all expenses of printing (including printing certificates
for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the
Company and, subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all
application and filing fees in connection with listing the Exchange Securities on a securities
exchange or automated quotation system pursuant to the requirements



-14-









 




thereof; and (vi) all fees and disbursements of independent certified public accountants of
the Company (including the expenses of any special audit and comfort letters required by or
incident to such performance).




     The Company will, in any event, bear its internal expenses (including, without limitation, all
salaries and expenses of its officers and employees performing legal or accounting duties), the
expenses of any annual audit and the fees and expenses of any Person, including special experts,
retained by the Company.



     Each Holder shall pay underwriting discounts and commissions, and the fees of any counsel
retained by or on behalf of the underwriters, and transfer taxes, if any, related to the sale or
disposition of a Holder’s Securities pursuant to any Shelf Registration Statement.



     (b) In connection with any Registration Statement required by this Agreement (including,
without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of
Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the
Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel, who shall be Cahill Gordon & Reindel llp or such other counsel as may be
chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.



     SECTION 8. Indemnification.



     (a) The Company agrees to indemnify and hold harmless (i) each Holder and (ii) each Person, if
any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter
referred to as a “controlling person”) and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or any controlling person (any Person referred
to in clause (i), (ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the
fullest extent lawful, from and against any and all losses, claims, damages, liabilities,
judgments, actions and expenses (including, without limitation, and as incurred, reimbursement of
all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or
defending any claim or action, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, including the reasonable fees and expenses of counsel to any
Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon,
arising out of or in connection with any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement or Prospectus (or any amendment or supplement
thereto), or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, except insofar as such
losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or
alleged untrue statement or omission that is made in reliance upon and in conformity with
information relating to any of the Holders furnished in writing to the Company by any of the
Holders expressly for use therein. This indemnity agreement shall be in addition to any liability
which the Company may otherwise have.



-15-









 





     In case any action or proceeding (including any governmental or regulatory investigation or
proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to
which indemnity may be sought against the Company, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company in writing;
provided, however, that the failure to give such notice shall not relieve the Company of its
obligations pursuant to this Agreement except to the extent that it has been prejudiced (through
the forfeiture of substantive rights or defenses) by such failure. Such Indemnified Holder shall
have the right to employ its own counsel in any such action and the fees and expenses of such
counsel shall be paid, as incurred, by the Company. The Company shall not, in connection with any
one such action or proceeding or separate but substantially similar or related actions or
proceedings in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for such Indemnified Holders, which firm shall be
designated by the Holders. The Company shall be liable for any settlement of any such action or
proceeding effected with the Company’s prior written consent, which consent shall not be withheld
unreasonably, and the Company agrees to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any settlement of any action
effected with the written consent of the Company. The Company shall not, without the prior written
consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or
otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in
respect of which indemnification or contribution may be sought hereunder (whether or not any
Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination
includes an unconditional release of each Indemnified Holder from all liability arising out of such
action, claim, litigation or proceeding.



     (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and its directors, officers of the Company who sign a
Registration Statement, and any Person controlling (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) the Company, and the respective officers,
directors, partners, employees, representatives and agents of each such Person, to the same extent
as the foregoing indemnity from the Company to each of the Indemnified Holders, but only with
respect to claims and actions based on information relating to such Holder furnished in writing by
such Holder expressly for use in any Registration Statement. In case any action or proceeding
shall be brought against the Company or its directors or officers or any such controlling person in
respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such
Holder shall have the rights and duties given the Company, and the Company, its directors and
officers and such controlling person shall have the rights and duties given to each Holder by the
preceding paragraph.



     (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified
party under Section 8(a) or (b) hereof (other than by reason of exceptions provided in those
Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses
referred to therein, then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the one hand, and the
Holders, on the



-16-









 




other hand, from the Initial Placement (which in the case of the Company shall be deemed to be
equal to the total gross proceeds to the Company from the Initial Placement), the amount of
Additional Interest which did not become payable as a result of the filing of the Registration
Statement resulting in such losses, claims, damages, liabilities, judgments actions or expenses,
and such Registration Statement, or if such allocation is not permitted by applicable law, the
relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection
with the statements or omissions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations. The relative fault of the
Company on the one hand and of the Indemnified Holder on the other shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Company, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such statement or
omission. The amount paid or payable by a party as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include, subject to the limitations
set forth in the second paragraph of Section 8(a) hereof, any legal or other fees or expenses
reasonably incurred by such party in connection with investigating or defending any action or
claim.




     The Company and each Holder of Transfer Restricted Securities agree that it would not be just
and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation
(even if the Holders were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred to in the
immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of
the losses, claims, damages, liabilities or expenses referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the
Holders (and its related Indemnified Holders) shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the total discount received by such Holder with respect
to the Initial Securities exceeds the amount of any damages which such Holder has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c)
are several in proportion to the respective principal amount of Initial Securities held by each of
the Holders hereunder and not joint.



     SECTION 9. Rule 144A. The Company hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of
such Transfer Restricted Securities from such Holder or beneficial owner, the information required
by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.



     SECTION 10. Participation in Underwritten Registrations. No Holder may participate in any
Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s



-17-









 




Transfer Restricted Securities on the basis provided in any underwriting arrangements approved
by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up
letters and other documents required under the terms of such underwriting arrangements.




     SECTION 11. Selection of Underwriters. The Holders of Transfer Restricted Securities covered
by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted
Securities in an Underwritten Offering. In any such Underwritten Offering, the investment
banker(s) and managing underwriter(s) that will administer such offering will be selected by the
Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included
in such offering; provided, however, that such investment banker(s) and managing underwriter(s)
must be reasonably satisfactory to the Company.



     SECTION 12. Miscellaneous.



     (a) Remedies. The Company hereby agrees that monetary damages would not be adequate
compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and hereby agree to waive the defense in any action for specific performance that a remedy at law
would be adequate.



     (b) No Inconsistent Agreements. The Company will not on or after the date of this Agreement
enter into any agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The
Company has not previously entered into any agreement (other than that certain Registration Rights
Agreement, dated as of March 22, 2010 by and among the Company and Banc of America Securities LLC,
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and UBS Securities LLC, on behalf
of themselves and as representatives of the initial purchasers named therein) granting any
registration rights with respect to its securities to any Person. The rights granted to the
Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted
to the holders of the Company’s securities under any agreement in effect on the date hereof.



     (c) Adjustments Affecting the Securities. The Company will not take any action, or permit any
change to occur, with respect to the Securities that would materially and adversely affect the
ability of the Holders to Consummate any Exchange Offer.



     (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or
supplemented, and waivers or consents to or departures from the provisions hereof may not be given
unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the
written consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case
of all other provisions hereof, obtained the written consent of Holders of a majority of the
outstanding principal amount of Transfer Restricted Securities (excluding any Transfer Restricted
Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the rights of Holders
whose securities are being tendered pursuant to the Exchange Offer and that does not affect
directly or indirectly the rights of other Holders whose securities are not being tendered pursuant
to such Exchange Offer may be given by the Holders of a majority



-18-









 




of the outstanding principal amount of Transfer Restricted Securities being tendered or
registered; provided, however, that, with respect to any matter that directly or indirectly affects
the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each
such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver,
consent or departure is to be effective.




     (e) Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery:




     (i) if to a Holder, at the address set forth on the records of the Registrar under the
Indenture, with a copy to the Registrar under the Indenture; and




     (ii) if to the Company:



International Lease Finance Corporation

10250 Constellation Blvd., Suite 3400

Los Angeles, California 90067

Telecopier No.: (310) 788-1999

Attention: Frederick S. Cromer




 Pamela S. Hendry




With a copy to:




O’Melveny & Myers LLP

1999 Avenue of the Stars, 7th Floor

Los Angeles, CA 90067

Telecopier No.: (310) 246-6779

Attention: John-Paul Motley




     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing
overnight delivery.



     Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address specified in the Indenture.



     (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, including, without limitation, and without the
need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted
Securities from such Holder.



-19-









 





     (g) Counterparts. This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same agreement. Delivery of
an executed counterpart of a signature page to this Agreement by facsimile, email or other
electronic means shall be effective as delivery of a manually executed counterpart of this
Agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW RULES THEREOF.



     (j) Severability. In the event that any one or more of the provisions contained herein, or
the application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired thereby.



     (k) Entire Agreement. This Agreement is intended by the parties as a final expression of
their agreement and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained herein. There are
no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein with respect to the registration rights granted by the Company with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and understandings between
the parties with respect to such subject matter.



-20-









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 
	 	INTERNATIONAL LEASE FINANCE CORPORATION

 	 
	 	By:  	/s/ Frederick S. Cromer
 	 
	 	 	Name:  	Frederick S. Cromer 	 
	 	 	Title:  	Chief Financial Officer 	 
	 




     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written:



	 	 	 	 	 
	BANC OF AMERICA SECURITIES LLC

BARCLAYS CAPITAL INC.

CREDIT SUISSE SECURITIES (USA) LLC

J.P. MORGAN SECURITIES INC.

CITIGROUP GLOBAL MARKETS INC.

UBS SECURITIES LLC



Acting on behalf of themselves

and as the Representatives of

the several Initial Purchasers

 	 	 
	 	 	 
	By:  	           Banc of America Securities LLC
 	 	 
	 
	 	 	 
	By:  	           /s/ Garrett P. Carpenter
 	 	 
	 	Director 	 	 
	 
	 	 	 
	By:  	           Barclays Capital Inc.
 	 	 
	 
	 	 	 
	By:  	                    /s/ Travis Barnes
 	 	 
	 	Name:  	Travis Barnes 	 	 
	 	Title:  	Managing Director 	 	 
	 
	 	 	 
	By:  	         Credit Suisse Securities (USA) LLC
 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 
	By:  	/s/ David Grill
 	 	 
	 	Name:  	David Grill 	 	 
	 	Title:  	Managing Director
	 	 
	 



-21-









 






	 	 	 	 	 
	 	 	 
	By:  	J.P. Morgan Securities Inc. 
 	 	 
	 
	 	 	 
	By:  	                          /s/ Stephen L. Sheiner
 	 	 
	 	Name:  	Stephen L. Sheiner 	 	 
	 	Title:  	Executive Director 	 	 
	 
	 	 	 
	By:  	                Citigroup Global Markets Inc.
 	 	 
	 	 	 	 
	 
	 	 	 
	By:  	                         /s/ Jack D. Mcspadden
 	 	 
	 	Name:  	Jack D. Mcspadden 	 	 
	 	Title:  	Managing Director 	 	 
	 
	 	 	 
	By:  	                 UBS Securities LLC
 	 	 
	 	 	 	 
	 
	 	 	 
	By:  	                          /s/ Cliff Bayer
 	 	 
	 	Name:  	Cliff Bayer 	 	 
	 	Title:  	Executive Director 	 	 
	 
	 	 	 
	By:  	                           /s/ Omer Masud
 	 	 
	 	Name:  	Omer Masud 	 	 
	 	Title:  	Director 	 	 
	 




-22-