EXHIBIT 4.2
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE, dated as of August 16, 2002 (this
"Supplement"), between International Lease Finance Corporation, a corporation
duly organized and existing under the laws of the State of California
(hereinafter called the "Company"), and The Bank of New York, as Trustee
(hereinafter called the "Trustee").
RECITALS OF THE COMPANY
The Company has heretofore executed and delivered an Indenture,
dated as of November 1, 2000 (hereinafter called the "Indenture") with the
Trustee providing, among other things, for the issuance from time to time of the
Company's unsecured debentures, notes or other evidences of indebtedness in one
or more series.
Pursuant to Section 901 of the Indenture, this Supplement is
being entered into without the consent of the Holders.
It is deemed advisable and appropriate that the terms of the
Indenture be supplemented to reflect the changes consented and agreed to by the
Company and the Trustee.
All things necessary to make this Supplement a valid agreement of
the Company, in accordance with its terms, have been done.
NOW, THEREFORE, THIS SUPPLEMENT WITNESSETH:
For and in consideration of the premises, it is mutually
covenanted and agreed as follows:
1. The terms used in this Supplement and defined in the
Indenture, shall have the meanings assigned to them in the Indenture.
2. The terms of the Indenture are hereby amended as follows:
(i) The definition of "Company Request" or "Company Order" shall
be amended in its entirety to read as follows:
"Company Request" or "Company Order" means a written
request or order signed in the name of the Company by its Chairman of
the Board, its President, a Vice President or its principal financial or
accounting officer, and by
its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee.
(ii) The definition of "Officers' Certificate" shall be amended
in its entirety to read as follows:
"Officers' Certificate" means a certificate signed by the
Chairman of the Board, the President, a Vice President or the principal
financial or accounting officer, and by the Treasurer, an Assistant
Treasurer, the Secretary or an Assistant Secretary, of the Company, and
delivered to the Trustee.
3. The Trustee assumes no duties, responsibilities or liabilities
by reason of this Supplement other than as set forth in the Indenture, and this
Supplement is executed and accepted by the Trustee subject to all terms and
conditions of its acceptance of the Trust under the Indenture, as fully as if
said conditions were hereby set forth at length. The Trustee assumes no
responsibility or liability for the recitals of the Company set forth in this
Supplement.
4. As amended and modified by this Supplement, the Indenture is
in all respects ratified and confirmed.
5. This Supplement may be executed in any number of counterparts,
each one of which shall be an original, and all of which together constitute but
one and the same instrument.
6. Trustee hereby accepts the modification of the Indenture and
the trust hereby effected in this Supplement declared and provided, upon the
terms and conditions hereinabove set forth.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this
Supplement to be executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.
INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------------
Vice President and
Treasurer
Attest:
/s/ Xxxxx X. Xxxxxxx
--------------------------
THE BANK OF NEW YORK
By: /s/ Xxxxxxx Xxxxxxx
--------------------------
Assistant Vice President
Attest:
/s/ Xxxxxx X. Xxxxxxx
--------------------------
-3-