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EXHIBIT 10.3
$1,800,000,000.00 Amended and Restated
364-Day Revolving Credit Agreement
dated as of
November 15, 2000
among
INTERNATIONAL LEASE FINANCE CORPORATION,
THE BANKS (as defined herein),
CITICORP USA, INC.,
as Administrative Agent,
THE CHASE MANHATTAN BANK,
COMMERZBANK,
SOCIETE GENERALE,
as Co-Syndication Agents,
and
XXXXXXX XXXXX XXXXXX INC.,
as Arranger and Book Manager
AMENDED AND RESTATED
364-DAY REVOLVING CREDIT AGREEMENT
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AMENDED AND RESTATED 364-DAY REVOLVING CREDIT AGREEMENT (this
"Agreement") dated as of November 15, 2000 among INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation (the "Company"), the financial
institutions listed on the signature pages hereof (herein, together with their
respective successors and assigns, collectively called the "Banks" and
individually each called a "Bank") and CITICORP USA, INC. (herein, in its
individual capacity, together with it successors and assigns, called "CUSA"), as
agent for the Banks (herein, in such capacity, together with is successors and
assigns in such capacity, called the "Agent").
The Company, the Agent and certain Banks are parties to a
364-Day Revolving Credit Agreement dated as of November 17, 1999 (as modified,
amended and in effect on the date hereof, the "Existing Credit Agreement").
The Company has requested that the Existing Credit Agreement
be amended to, among other things, increase the Aggregate Commitment from
$1,500,000,000 to $1,800,000,000, extend the Termination Date and modify certain
other provisions thereof, all as set forth herein, and that the Existing Credit
Agreement be restated in its entirety as so amended, all as of the Restatement
Effective Date (as hereinafter defined).
Accordingly, the parties hereto agree as follows:
SECTION 1.01. DEFINITIONS; INTERPRETATION. Capitalized terms
used but not otherwise defined herein have the respective meanings ascribed
thereto in the Existing Credit Agreement. The provisions hereof relating to
Schedule II shall be deemed to have effect from the Restatement Effective Date
without retroactive effect.
SECTION 1.02. AMENDMENTS. Effective as of the Restatement
Effective Date, the Existing Credit Agreement is amended as follows and, as so
amended, is hereby restated in its entirety:
(1) The references on the cover page and in the recitals of
the Existing Credit Agreement, in the definition of "Aggregate Commitment" in
Section 1.2 of the Existing Credit Agreement and in each Exhibit to the Existing
Credit Agreement to the aggregate amount of the Commitments are amended to refer
to the aggregate amount of $1,800,000,000, and Schedule I to the Existing Credit
Agreement is amended to read in its entirety in accordance with Schedule I
hereto.
(2) The phrase in the "Whereas" clause of the recitals of the
Existing Credit Agreement to "to enable the Company to support its commercial
paper program and for other general corporate purposes" is amended to read "for
general corporate purposes".
(3) The reference to "November 15, 2000" in the definition of
"Termination Date" in Section 1.2 of the Existing Credit Agreement is amended to
read "November 14, 2001".
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(4) Section 8.14 of the Existing Credit Agreement is amended
to read in its entirety as follows:
"Section 8.14. Use of Proceeds. The proceeds of the
Loans will be used by the Company for general corporate
purposes.".
(5) Clause (d) of Section 9.16 of the Existing Credit
Agreement is amended to read in its entirety as follows:
"(d) for any other purpose except for general
corporate purposes in the ordinary course of business.".
(6) Schedule II to the Existing Credit Agreement is amended to
read in its entirety in accordance with Schedule II hereto.
SECTION 1.03. REPRESENTATIONS AND WARRANTIES. The Company
represents and warrants to the Agent and the Banks as of the Restatement
Effective Date that each of the representations and warranties set forth in
Section 8 of the Existing Credit Agreement, as amended hereby, is true on and as
of the Restatement Effective Date as if made on and as of the Restatement
Effective Date.
SECTION 1.04. RESTATEMENT EFFECTIVE DATE. This Agreement shall
become effective on the date hereof (the "Restatement Effective Date") upon the
satisfaction prior to such date of the following conditions:
(a) Agreement. The Agent shall have received this Agreement duly
executed and delivered by each of the Banks and the Company and the
Agent shall have received a fully executed Committed Note and a fully
executed Bid Note for each Bank.
(b) Evidence of Corporate Action. The Agent shall have
received certified copies of all corporate actions taken by the Company
to authorize this Agreement and the Notes.
(c) Incumbency and Signatures. The Agent shall have received a
certificate of the Secretary or an Assistant Secretary of the Company
certifying the names of the officer or officers of the Company
authorized to sign this Agreement, the Notes and the other documents
provided for in this Agreement to be executed by the Company, together
with a sample of the true signature of each such officer (it being
understood that the Agent and each Bank may conclusively rely on such
certificate until formally advised by a like certificate of any changes
therein).
(d) Good Standing Certificates. The Agent shall have received
such good standing certificates of state officials with respect to the
incorporation of the Company, or other matters, as the Agent or the
Banks may reasonably request.
(e) Opinions of Company Counsel. The Agent shall have received
favorable
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written opinions of O'Melveny & Xxxxx LLP, counsel for the Company, in
substantially the form of Exhibit G to the Existing Credit Agreement
(with appropriate modifications to reflect the amendment and
restatement thereof contemplated hereby), and the General Counsel of
the Company, in substantially the form of Exhibit H to the Existing
Credit Agreement (with appropriate modifications to reflect the
amendment and restatement thereof contemplated hereby).
(f) Opinion of Agent's Counsel. The Agent shall have received a
favorable written opinion of Milbank, Tweed, Xxxxxx & XxXxxx LLP,
special New York counsel to the Agent, with respect to documents
received by the Agent and the Banks and such legal matters as the Agent
reasonably may require.
(g) Other Documents. The Agent shall have received such other
certificates and documents as the Agent or the Banks reasonably may
require.
(h) Fees. The Agent shall have received for the account of the
Agent the Agent's fees payable to the Funding Date pursuant to Section
4.6 of the Existing Credit Agreement.
(i) Material Adverse Change. The Agent shall have received a
certificate of the Company's chief financial officer confirming that
since the date of the audited financial statements identified in
Section 8.4 of the Existing Credit Agreement, there shall not have
occurred any material adverse change in the business, credit,
operations, financial condition or prospects of the Company and its
Subsidiaries taken as a whole.
SECTION 1.05. COSTS AND EXPENSES. The Company shall pay all
reasonable out-of-pocket expenses of the Agent, including fees and disbursements
of Milbank, Tweed, Xxxxxx & XxXxxx LLP, special New York counsel for the Agent,
in connection with the execution and delivery of this Agreement.
SECTION 1.06. MISCELLANEOUS.
(a) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that the Company may not assign or otherwise transfer any of its rights
under this Agreement without the prior written consent of all the Banks.
(b) This Agreement shall be governed by and construed in
accordance with the law of the State of New York.
(c) This Agreement may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures hereto were upon the same instrument. This Agreement constitutes the
entire agreement and understanding among the parties hereto and supersede any
and all prior agreements and understandings, oral or written, relating to the
subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
Company: INTERNATIONAL LEASE FINANCE
CORPORATION
By: /s/ XXXX X. XXXX
--------------------------------------
Name: Xxxx X. Xxxx
Title: Executive Vice President
By: /s/ XXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President and Treasurer
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Agent: CITICORP USA, INC., in its individual
corporate capacity and as Agent
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-In-Fact
By:
--------------------------------------
Name:
Title:
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Banks: CITIBANK, N.A.
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Attorney-In-Fact
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THE CHASE MANHATTAN BANK
By: /s/ XXXX x. XXXXXXX
--------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
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COMMERZBANK AKTIENGESELLSCHAFT
LOS ANGELES BRANCH
By: /s/ CHRISTIAN JAGENBERG
--------------------------------------
Name: Christian Jagenberg
Title: SVP and Manager
By: /s/ XXXXX XXXXX
--------------------------------------
Name: Xxxxx Xxxxx
Title: Asst. Vice President
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SOCIETE GENERALE
By: /s/ XXXXXXX X. XXXXXXX, XX.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title: Vice President
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BNP PARIBAS
By: /s/ XXXXXXXX XXXXXXXX
--------------------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Vice President
By: /s/ XXXXXX XX
--------------------------------------
Name: Xxxxxx Xx
Title: Vice President
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HALIFAX PLC
By: /s/ M.J.W. SOUTH
--------------------------------------
Name: M.J.W. South
Title: Head of Corporate &
Institutional Banking
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ PHILIPPE SAMBA
--------------------------------------
Name: Philippe Samba
Title: Senior Vice President
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BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ XXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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ABN AMRO BANK N.V.
By: /s/ XXXXX X. XXXXXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxxxxx
Title: Group Vice President
By: /s/ XXXX X. XXXXX
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
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BANCA INTESA S.P.A.
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: FVP
By: /s/ XXXXXXXXX XXXXXXXX
--------------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: AVP
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XXXXX XXXXXXXXX XXX XXXXXX X.X.X. -
XXX XXXX BRANCH
By: /s/ XXXXXX XXXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
By: /s/ XXXXXXXX XXXXXXXXX
--------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: First Vice President
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BANK ONE, N.A.
By: /s/ [ILLEGIBLE]
--------------------------------------
Name:
Title:
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XXXXXXXXXX XXXX-XXX XXXXXXXXXXX
XX, XXX XXXX BRANCH
By: /s/ XXXXXX XXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Director
By: /s/ XXXXX XXXXXXXX-XXXXX
--------------------------------------
Name: Xxxxx Xxxxxxxx-Xxxxx
Title: Director
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BAYERISCHE LANDESBANK
GIROZENTRALE, CAYMAN ISLANDS BRANCH
By: /s/ XXXX XXXXXXX
--------------------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
By: /s/ XXXXX XXX
--------------------------------------
Name: Xxxxx Xxx
Title: Vice President
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DEUTSCHE BANK AG NEW YORK AND/OR
CAYMAN ISLANDS BRANCES
By: /s/ XXXXXX [ILLEGIBLE]
--------------------------------------
Name:
Title:
By: /s/ XXXX XXXXX
--------------------------------------
Name: Xxxx Xxxxx
Title: Director
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THE FUJI BANK LIMITED, LOS ANGELES
AGENCY
By: /s/ XXXXXXXX XXXXXX
--------------------------------------
Name: Xxxxxxxx Xxxxxx
Title: Senior Vice President
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THE INDUSTRIAL BANK OF JAPAN, LIMITED
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Joint General Manager
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MELLON BANK, N.A.
By: /s/ XXXXX X. XXXX
--------------------------------------
Name:Xxxxx X. Xxxx
Title:Vice President
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XXXXX XXXX XX XXXXXX
By: /s/ XXXXXXXXX XXXX
--------------------------------------
Name: Xxxxxxxxx Xxxx
Title: Senior Manager
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XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX
By: /s/ XXXXXXX XXXXXX
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director
By: XXX KADAKOS
--------------------------------------
Name: Xxx Kadakos
Title: Associate Director
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XXX XXXX XX XXX XXXX
By: /s/ XXXXXX XXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
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XXXXX XX XXXX, XXX XXXXXXXXX XXXXXX
By: /s/ XXXX XXXXXXXX
--------------------------------------
Name: Xxxx Xxxxxxxx (#25050)
Title: Senior Vice President
and Manager
By: /s/ XXXXXX X. XXXXXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx (#97969)
Title: Vice President
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XXXXX XX XXXXXX, XXX
By: /s/ XXXX XXXXX
--------------------------------------
Name: Xxxx Xxxxx
Title: Executive Vice President
By: /s/ FRANCESCO DI MARIO
--------------------------------------
Name: Francesco Di Mario
Title: First Vice President
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BANCA COMMERCIALE ITALIANA
LOS ANGELES FOREIGN BRANCH
By: /s/ X. XXXXXXXXX
--------------------------------------
Name: X. Xxxxxxxxx
Title: VP
By: /s/ XXXXXXX XXXXXXXXX
--------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: VP
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FIRST HAWAIIAN BANK
By: /s/ XXXX X. XXXX
--------------------------------------
Name: Xxxx X. Xxxx
Title: Assistant Vice President
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THE SANWA BANK, LIMITED
By: /s/ XXXXXXX X. SMALL
--------------------------------------
Name: Xxxxxxx X. Small
Title: Senior Vice President
& Area Manager
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XXXXX FARGO BANK
By: /s/ XXXXX X. XXXXXXX
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
By: /s/ XXXXXX X. XXXXX XX.
--------------------------------------
Name: Xxxxxx X. Xxxxx Xx.
Title: Vice President
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XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX XXX XXXX BRANCH
AND/OR CAYMAN ISLANDS BRANCH
By: /s/ XXXXXXX X. XXXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: SVP
By: /s/ XXXXXXXXX XXXXXX
--------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: VP
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STANDARD CHARTERED BANK
By: /s/ XXXXXX XXXXXXX
--------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
By: /s/ XXXX X. XXXX
--------------------------------------
Name: Xxxx X. Xxxx
Title: Regional Executive
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Schedule I
Schedule of Banks
BANK COMMITMENT
Citibank, N.A. 137,500,000.00
The Chase Manhattan Bank 130,000,000.00
Commerzbank Aktiengesellschaft Los Angeles Branch 130,000,000.00
Societe Generale 130,000,000.00
BNP Paribas 130,000,000.00
Halifax plc 130,000,000.00
Credit Lyonnais New York Branch 100,000,000.00
Bank of Tokyo-Mitsubishi Trust Company 75,000,000.00
ABN AMRO Bank N.V. 50,000,000.00
Banca Intesa S.p.A. 50,000,000.00
Banca Nazionale del Lavoro S.P.A. - New York Branch 50,000,000.00
Bank One, N.A. 50,000,000.00
Bayerische Hypo-Und Vereinsbank AG, New York Branch 50,000,000.00
Bayerische Landesbank Girozentrale, Cayman Islands Branch 50,000,000.00
Deutsche Bank AG New York Branch 50,000,000.00
The Fuji Bank Limited, Los Angeles Agency 50,000,000.00
The Industrial Bank of Japan, Limited 50,000,000.00
Mellon Bank, N.A. 50,000,000.00
Royal Bank of Canada New York Branch 50,000,000.00
Westdeutsche Landesbank Girozentrale 50,000,000.00
The Bank of New York 40,000,000.00
Banca di Roma, San Xxxxxxxxx Xxxxxx 35,000,000.00
Banco di Napoli 30,000,000.00
Banca Commerciale Italiana Los Angeles Foreign Branch 25,000,000.00
First Hawaiian Bank 25,000,000.00
The Sanwa Bank, Limited 25,000,000.00
Xxxxx Fargo Bank 25,000,000.00
Norddeutsche Landesbank Girozentrale New
York Branch and/or Cayman Islands Branch 20,000,000.00
Standard Chartered Bank 12,500,000.00
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Schedule II
Fees and Margins
(in basis points)
Facility Fee 6.0
Margins:
LIBOR 19.0
BASE 0.0
Competitive Bid Option
As Bid by the Banks.
Utilization Fee:
In excess of 33.33% 5.0
In excess of 66.66% 10.0
