Attached files
file | filename |
---|---|
EX-10.3 - EX-10.3 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w3.htm |
EX-10.1 - EX-10.1 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w1.htm |
EX-10.2 - EX-10.2 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w2.htm |
EX-10.4 - EX-10.4 - INTERNATIONAL LEASE FINANCE CORP | v54053exv10w4.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 1, 2009
December 1, 2009
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
CALIFORNIA | 1-31616 | 22-3059110 | ||
(State or Other Jurisdiction of | (Commission File Number) | (IRS Employer Identification No.) | ||
Incorporation) |
10250 Constellation Boulevard, Suite 3400 | ||
Los Angeles, California | 90067 | |
(Address of Principal Executive Offices) | (Zip Code) |
(310) 788-1999
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Table of Contents
Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2009, International Lease Finance Corporation (the Company) and
certain of its subsidiaries entered into a Temporary Waiver and Amendment (the Waiver and
Amendment) with AIG Funding, Inc. (the Lender) and the Federal Reserve Bank of New
York (the FRBNY). Pursuant to the Waiver and Amendment, the Lender and the FRBNY agreed
to waive the Companys requirement to satisfy, on or before December 1, 2009, certain post-closing
conditions related to (i) the provision of local law mortgages in certain foreign jurisdictions and
(ii) the addition of certain subsidiaries as parties to the Credit Agreements (as defined below)
and related documents (collectively, the Required Post-Closing Conditions) until and
including December 4, 2009 (the Temporary Waiver Period) under that certain (i) Credit
Agreement, dated as of October 13, 2009 (as amended, restated or otherwise modified, the Term
Loan A Credit Agreement), among the Company and certain subsidiaries of the Company, as
co-borrowers and guarantors (collectively, the Borrower Parties), the Lender and Wells
Fargo Bank Northwest, National Association (Wells Fargo), as security trustee and (ii)
Amended and Restated Credit Agreement, dated as of October 13, 2009 (as amended, restated or
otherwise modified, the Term Loan B Credit Agreement and together with the Term Loan A
Credit Agreement, the Credit Agreements), among the Borrower Parties, the Lender and
Wells Fargo, as security trustee. In addition, pursuant to the Waiver and Amendment, the interest rate under
the Credit Agreements was increased to three-month LIBOR, with no LIBOR floor, plus 6.025% per
annum during the Temporary Waiver Period. The additional interest of 3.00% per annum will be
paid-in-kind and will be added to the outstanding principal balance of the term loans under the
Credit Agreements (the Term Loans).
On December 4, 2009, the Company and certain of its subsidiaries entered into a Temporary
Waiver and Amendment No. 2 (the Second Waiver and Amendment) with the Lender and the
FRBNY. Pursuant to the Second Waiver and Amendment, the Lender and the FRBNY agreed to waive the
Companys requirement to satisfy, on or before December 4, 2009, the Required Post-Closing
Conditions, until the earliest of (i) the date (the Required Perfection Date) on which the
Company has (A) completed the transfers of all Pool Aircraft (as such term is defined in the Credit Agreements and further
described below) to one or more SPCs (as such term is defined in the Credit Agreements) and (B)
satisfied all Express Perfection Requirements (as such term is defined in the Credit Agreements, as
amended by the Second Waiver and Amendment) with respect to such Pool Aircraft (satisfaction to be
determined by the FRBNY in its sole discretion); (ii) the Companys failure to satisfy certain
Required Post-Closing Conditions on or before December 15, 2009 and January 31, 2010, as
applicable; and (iii) the Companys failure to satisfy certain additional post-closing conditions,
including, but not limited to, complying with a Transfer Mandate (as such term is defined below)
within the prescribed time period, if any Transfer Mandates are given to the Company by the FRBNY
(the Second Temporary Waiver Period). As of the date hereof, there are 377 Pool Aircraft with an average aggregate appraised value as of
September 30, 2009 of approximately $17,400,000,000. The number and
aggregate appraised value of Pool Aircraft may decrease from time to time should the FRBNY elect, in its sole discretion, to release Pool Aircraft from the collateral pool.
During the
Second Temporary Waiver Period the interest rate under the Credit Agreements will remain at
three-month LIBOR, with no LIBOR floor, plus 6.025% per annum. The additional interest of 3.00%
per annum accrued during the Second Temporary Waiver Period will be paid-in-kind and added to the
outstanding principal balance of the Term Loans at each quarterly interest payment date.
During the Second Temporary Waiver Period, the FRBNY may require that the Company transfer one
or more of the Pool Aircraft, in a manner satisfactory to the Lender and the FRBNY, to one or more
SPCs acceptable to the FRBNY by a deadline to be set forth by the FRBNY (not to be less than 3
months from notice of such requirement) (a Transfer Mandate). If, following receipt
Table of Contents
of a Transfer Mandate, the Company determines that a transaction or plan involving one or more
mandated Pool Aircraft does not warrant, or is inconsistent with, the transfer of such mandated
Pool Aircraft to one or more SPCs (a Non-SPC Plan), the Company shall send a written
request for consent relating to the Non-SPC Plan to the FRBNY. Neither the Company nor any of its
affiliates can proceed with any Non-SPC Plan unless the FRBNY has provided written consent to such
Non-SPC Plan. If the Company fails to complete a Transfer Mandate within the prescribed time
period, then the Company will be in default under the Credit Agreements and the FRBNY may elect to
increase the interest rate under the Credit Agreements to 3-month LIBOR, with a 2.00% LIBOR floor,
plus 9.025% per annum. The FRBNY may elect that a certain portion of each quarterly interest
payment (such portion not to exceed 6.00% per annum) be paid-in-kind and added to the outstanding
principal balance of the Term Loans.
Within thirty (30) days of the Required Perfection Date, the Lender and the FRBNY will, at
their sole discretion, select a portfolio of Pool Aircraft with an aggregate appraised value
sufficient to satisfy a 50% loan-to-value ratio as of the Required Perfection Date (the Final
Pool Aircraft). On the thirty-first (31st) day following the Required Perfection
Date, provided no event of default has occurred and is continuing under the Credit Agreements, all
Pool Aircraft that are not Final Pool Aircraft (the Released Aircraft) shall cease to be
Pool Aircraft under the Credit Agreements and the Security Trustees security interest in, and lien
on, each Released Aircraft shall be automatically released.
On December 4, 2009, the Borrower Parties also entered into an Amendment to Credit Agreements
and First Lien Guarantee Agreement (the Amendment) with the Lender and the FRBNY.
Pursuant to the Amendment, the Lender will advance $200,000,000 to the Company on or after December
4, 2009 as an additional loan (the Additional Term Loan A) under the Term Loan A Credit
Agreement. The Additional Term Loan A is identical to, and was made upon the same terms and
conditions as, the existing $2,000,000,000 term loan made under the Term Loan A Credit Agreement.
The Additional Term Loan A will also be guaranteed under that certain First Lien Borrower Party
Guarantee Agreement (the First Lien Guarantee) dated as of October 13, 2009 by the
Borrower Parties in favor of the FRBNY.
Additionally, on November 23, 2009, the Borrower Parties, Wells Fargo, the Lender and the
FRBNY entered into an Amendment Agreement (the French Mortgage Amendment Agreement)
amending the Credit Agreements, the First Lien Guarantee and the Third Lien Borrower Party
Guarantee Agreement dated as of October 13, 2009 by the Borrower Parties in favor of the FRBNY (the
Third Lien Guarantee and together with the First Lien Guarantee, the
Guarantees). Pursuant to the French Mortgage Amendment Agreement, in connection with the
Companys agreement to grant French law mortgages over specified Pool Aircraft that are registered
in France to the security trustee under each Credit Agreement and Guarantee, the parties thereto
amended the Credit Agreements and Guarantees to reflect the rights of the security trustee under
each document to constitute, register, manage and enforce the French law mortgages in accordance
with Article 2328-1 of the French Civil Code.
The Lender is an affiliate of the Companys parent, American International Group, Inc.
(AIG). AIG received funds advanced pursuant to the Term Loan A Credit Agreement and the
Amendment from the FRBNY under that certain Credit Agreement dated as of September 22, 2008,
between AIG and the FRBNY (the Parent Facility). The Term Loan B Credit Agreement
Table of Contents
amended and restated the Companys two demand note agreements aggregating $1,700,000,000 entered
into with the Lender, funding for which was provided to AIG from FRBNY under the Parent Facility.
The descriptions of the French Mortgage Amendment Agreement, the Waiver and Amendment, the
Second Waiver and Amendment and the Amendment herein do not purport to be complete and are
qualified in their entirety by reference to the full text of those documents. Copies of the French
Mortgage Amendment Agreement, the Waiver and Amendment, the Second Waiver and Amendment and the
Amendment are included in this Form 8-K as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and
are incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
As described above under Item 1.01, pursuant to the Amendment, the Company agreed to borrow an
additional $200,000,000 from the Lender on or around December 4, 2009.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. | Description | |
10.1
|
Amendment Agreement, dated as of November 23, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, Wells Fargo Bank Northwest, National Association, as security trustee, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York | |
10.2
|
Temporary Waiver and Amendment, dated as of December 1, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York | |
10.3
|
Temporary Waiver and Amendment No. 2, dated as of December 4, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York | |
10.4
|
Amendment to Credit Agreements and First Lien Guarantee Agreement, made and entered into as of December 4, 2009, by and among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York |
Table of Contents
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION |
||||
/s/ Alan H. Lund
|
||||
By: Alan H. Lund | ||||
Vice Chairman and Chief Financial Officer |
||||
DATED: December 7, 2009
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
10.1
|
Amendment Agreement, dated as of November 23, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, Wells Fargo Bank Northwest, National Association, as security trustee, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York | |
10.2
|
Temporary Waiver and Amendment, dated as of December 1, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York | |
10.3
|
Temporary Waiver and Amendment No. 2, dated as of December 4, 2009, among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York | |
10.4
|
Amendment to Credit Agreements and First Lien Guarantee Agreement, made and entered into as of December 4, 2009, by and among International Lease Finance Corporation, certain subsidiaries of International Lease Finance Corporation named therein, AIG Funding, Inc., as lender, and the Federal Reserve Bank of New York |