AMENDMENT NO. 2
Exhibit 10.6
EXECUTION COPY
AMENDMENT XX. 0
XXXXXXXXX XX. 0 dated as of April 16, 2010, between INTERNATIONAL LEASE FINANCE CORPORATION
(the “Company”); each of the financial institutions listed on the signature pages hereof
(individually, a “Bank” and, collectively, the “Banks”, together with their
respective successors and assigns); and CITICORP USA, INC. (herein, in its individual corporate
capacity, together with its successors and assigns called “CUSA”), as administrative agent for the
Banks (herein, in such capacity, together with its successors and assigns in such capacity, called
the “Agent”).
The Company, the Banks and CUSA, as administrative agent, are parties to a Five-Year Revolving
Credit Agreement dated as of October 14, 2005 (as amended by Amendment No. 1 dated as of October
13, 2006, the “Credit Agreement”) providing, subject to the terms and conditions thereof,
for loans to be made by said Banks to the Company in an aggregate principal amount not exceeding
$2,000,000,000. The Company has requested that the Credit Agreement be amended in certain respects
and accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in the Credit Agreement, terms
defined in the Credit Agreement (as amended hereby) are used herein as defined therein.
Section 2. Amendments. Subject to the execution and delivery hereof by the Company,
the Required Banks and the Agent, the Credit Agreement is amended effective upon such execution and
delivery as follows:
2.01. References in the Credit Agreement to “this Agreement” (and indirect references such as
“hereunder”, “hereby”, “herein” and “hereof’) shall be deemed to be references to the Credit
Agreement as amended by this Amendment No. 2.
2.02. The following new definitions are inserted in Section 1.2 of the Credit Agreement in
proper alphabetical order:
“Amendment No. 2” means Amendment No. 2 dated as of April 16, 2010 to this
Agreement.
“Amendment No. 2 Effective Date” means April 16, 2010.
“Net Cash Proceeds” means, with respect to the incurrence or issuance of any
Indebtedness by the Company or any of its Subsidiaries, the excess of (i) the sum of
the cash proceeds received in connection with such incurrence or issuance over (ii)
the underwriting discounts and commissions or other similar payments, and other
out-of-pocket costs, fees, commissions, premiums and expenses (including attorneys
fees, investment banking fees, brokerage and consultant fees, and taxes) incurred by
the Company or such Subsidiary in connection with such incurrence or issuance to the
extent such amounts were not deducted in determining the amount referred to in
clause (i), it being understood that any such proceeds that are subject to an
escrow, cash collateral or similar restrictive account in connection with such
incurrence or issuance shall not be deemed to be received
Amendment No. 2 to 2010 Facility
by the Company or its Subsidiaries until such proceeds are no longer required to be
held in such restrictive account.
“Other Term Loans” means term loans of the Company existing on the Amendment
No. 2 Effective Date and held by certain Banks in an aggregate principal amount not
to exceed $500,000,000.
2.03. Section 2.1 of the Credit Agreement is amended by deleting the words “the date which is
the fourteenth day preceding such Bank’s Termination Date” and substituting therefor the words “the
Amendment No. 2 Effective Date”.
2.04. Section 3.1 of the Credit Agreement is amended by deleting the words “such Bank’s
Termination Date” and substituting therefor the words “the Amendment No. 2 Effective Date”.
2.05. Section 5 of the Credit Agreement is amended to add a new Section 5.3 as follows:
“Section 5.3. Mandatory Prepayments and Reduction of Commitments. The
Company shall, upon receipt of the Net Cash Proceeds of any incurrence or issuance
of Indebtedness after the Amendment No. 2 Effective Date by the Company or any of
its Subsidiaries secured by a Lien permitted under Section 9.14(n), (a) prepay all
then outstanding Committed Loans in an aggregate principal amount equal to such Net
Cash Proceeds and (b) permanently reduce the Commitments in an aggregate principal
amount equal to such Net Cash Proceeds; provided that in the case of each
clause (a) and (b), to the extent Section 9.14(n)(y) is applicable to such
prepayment and permanent reduction, the amount required to be prepaid or permanently
reduced shall be subject to the requirements set forth therein.”
2.06. Section 9.14 of the Credit Agreement is amended as follows:
(a) clause (k) therein is replaced in its entirety to read as follows:
“(k) carrier’s, warehouseman’s, hangar keeper’s, mechanic’s, repairer’s, landlord’s
and materialmen’s Liens, Liens for Taxes, assessments and other governmental charges
and other Liens arising in the ordinary course of business, by operation or law or
under customary terms of repair or modification agreements or any engine or
parts-pooling arrangements, securing obligations that are not incurred in connection
with the obtaining of any advance or credit and which are either not overdue or are
being contested in good faith and by appropriate proceedings diligently pursued;”
(b) the following new clauses “(l) through (m)” are inserted therein and clause “(l)” is
re-designated as new clause “(o)”:
”(l) Liens securing obligations of the Company and its Subsidiaries under the
Five-Year Revolving Credit Agreement dated as of October 13, 2006, as
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amended, among the Company, Citicorp USA Inc., as administrative agent
thereunder and the banks and financial institutions party thereto;
(m) Liens securing the Other Term Loans;
(n) Liens securing Indebtedness incurred or issued by the Company or any
Subsidiary after the Amendment No. 2 Effective Date so long as the Net Cash Proceeds
from such Indebtedness are applied (x) pursuant to Section 5.3 to prepay Committed
Loans outstanding hereunder and terminate and permanently reduce the Commitments in
connection therewith or (y) to prepay the Other Term Loans so long as, in the case
of prepayments pursuant to this clause (y), Committed Loans shall have been prepaid
(or shall simultaneously be prepaid and the Commitments in respect thereof
terminated and permanently reduced) in the aggregate by a principal amount equal to
the aggregate principal amount of the Other Term Loans so prepaid; and”.
Section 3. Representations and Warranties. The Company represents and warrants to the
Banks and the Agent that (a) the representations and warranties of the Company set forth in Section
8 of the Credit Agreement are true and correct in all material respects on the date hereof (other
than with respect to any representation and warranty that expressly relates to an earlier date, in
which case such representation and warranty shall be true and correct in all material respects as
of such earlier date) as if made on and as of the date hereof and as if each reference in said
Section 8 to “this Agreement” included reference to this Amendment No. 2 and to the Credit
Agreement as amended by this Amendment No. 2 (and the Company agrees that it shall be an Event of
Default under Section 11.1.5 of the Credit Agreement if any representation or warranty in this
Amendment No. 2 is untrue or misleading in any material respect when made), and (b) as of the date
hereof, no Unmatured Event of Default or Event of Default has occurred and is continuing.
Section 4. Miscellaneous. Except as herein provided, the Credit Agreement shall
remain unchanged and in full force and effect. This Amendment No. 2 may be executed in any number
of counterparts, all of which taken together shall constitute one and the same amendatory
instrument and any of the parties hereto may execute this Amendment No. 2 by signing any such
counterpart. Delivery of an executed counterpart of a signature page to this Amendment No. 2 by
facsimile or other electronic communication shall be effective as delivery of a manually executed
counterpart of this Amendment. This Amendment No. 2 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed
and delivered as of the day and year first above written.
| INTERNATIONAL LEASE FINANCE CORPORATION |
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| By: | /s/ Xxxxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxxxx X. Xxxxxx | |||
| Title: | Chief Financial Officer | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Senior Vice President & Treasurer | |||
| AGENT CITICORP USA, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
| BANKS CITICORP USA, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Authorized Signatory | |||
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| BANK OF AMERICA, N.A. |
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| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
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| BANK OF AMERICA, N.A., as successor by merger to Xxxxxxx Xxxxx Bank USA |
||||
| By: | /s/ Xxxx X. Xxxxxx | |||
| Name: | Xxxx X. Xxxxxx | |||
| Title: | Senior Vice President | |||
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| Xxxxxx Xxxxxxxxx Bank, Ltd. |
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| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Deputy General Manager | |||
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| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH FKA CREDIT SUISSE, CAYMAN ISLANDS BRANCH |
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| By: | /s/ Xxx Xxxxx | |||
| Name: | Xxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | Associate | |||
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| XXXXXX BROTHERS COMMERCIAL BANK |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Chief Credit Officer | |||
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| BANK OF MONTREAL |
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| By: | /s/ Xxx Xxxxxx | |||
| Name: | Xxx Xxxxxx | |||
| Title: | Vice President | |||
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| THE BANK OF NEW YORK MELLON |
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| By: | /s/ Xxxxxx Xxxxxx | |||
| Name: | Xxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
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| XXXXX FARGO BANK, N.A. |
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| By: | /s/ Xxxxx Xxx | |||
| Name: | Xxxxx Xxx | |||
| Title: | Vice President | |||
| Sumitomo Mitsui Banking Corporation |
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| By: | /s/ Xxxxxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxxxxx Xxxxxxxxx | |||
| Title: | General Manager | |||
| Intesa Sanpaolo S.p.A. |
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| By: | /s/ Xxxxxx Xxxxxxx | |||
| Name: | Xxxxxx Xxxxxxx | |||
| Title: | SVP | |||
| By: | /s/ Francesco Di Mario | |||
| Name: | Francesco Di Mario | |||
| Title: | FVP | |||
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| Xxxxxxx Xxxxxxxx |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
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| The Bank of Nova Scotia |
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| By: | /s/ Xxxx Xxxxxx | |||
| Name: | Xxxx Xxxxxx | |||
| Title: | Managing Director | |||
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| UBS AG, Stamford Branch |
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| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Associate Director | |||
| By: | /s/ Xxxx X. Xxxxx | |||
| Name: | Xxxx X. Xxxxx | |||
| Title: | Associate Director | |||
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| Standard Chartered Bank |
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| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxxx | |||
| Title: | Credit Documentation Manager | |||
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| JPMORGAN CHASE BANK, N.A. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
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| Royal Bank of Canada |
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| By: | /s/ Xxxxxx Xxx | |||
| Name: | Xxxxxx Xxx | |||
| Title: | Authorized Signatory | |||
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| XXX PARIBAS |
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| By: | /s/ Xxxxxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
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| The Bank of Tokyo-Mitsubishi UFJ. Ltd., New York Branch |
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| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: | VP & Manager | |||
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| HSBC Bank (USA), N.A. |
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| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | MD, Deputy Head of FIG U.S. | |||
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| DEUTSCHE BANK AG NEW YORK BRANCH |
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| By: | /s/ Xxxx XxXxxx | |||
| Name: | Xxxx XxXxxx | |||
| Title: | Director | |||
| By: | /s/ Xxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxx Xxxxxxxx | |||
| Title: | Vice President | |||
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| Barclays Bank PLC |
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| By: | /s/ Xxxxx Xxxxxx | |||
| Name: | Xxxxx Xxxxxx | |||
| Title: | Director | |||
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| BANK OF SCOTLAND PLC (formerly The Governor and Company of the Bank of Scotland) |
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| By: | /s/ Xxxxxxxx Xxxxxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxxxxx | |||
| Title: | Director, The Americas, Aircraft Finance | |||
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| Lloyds TSB Bank Plc |
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| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Senior Vice President | |||
| By: | /s/ Xxxx Xxxxx | |||
| Name: | Xxxx Xxxxx | |||
| Title: | Managing Director | |||
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