AERCAP HOLDINGS N.V. REGISTRATION RIGHTS AGREEMENT Dated as of May 14, 2014Registration Rights Agreement • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
This REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 2014 (this “Agreement”), is made between AerCap Holdings N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands (together with its successors and permitted assigns, the “Company”), and American International Group, Inc., a Delaware Corporation (together with its successors and permitted assigns, the “Shareholder”).
AERCAP IRELAND CAPITAL LIMITED AERCAP GLOBAL AVIATION TRUST $400,000,000 2.75% Senior Notes due 2017 $1,100,000,000 3.75% Senior Notes due 2019 $1,100,000,000 4.50% Senior Notes due 2021Exchange and Registration Rights Agreement • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
UBS Securities LLC Citigroup Global Markets Inc. As Representatives of the Initial Purchasers c/o UBS Securities LLC 299 Park Avenue New York, New York 10171
ContractRevolving Credit Agreement • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
FIRST AMENDMENT dated as of March 16, 2015 (this “Amendment”) to the Amended and Restated Revolving Credit Agreement dated as of March 11, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AERCAP HOLDING N.V. (the “Company”), AERCAP IRELAND CAPITAL LIMITED (the “Borrower”), the Subsidiary Guarantors party thereto, the Lenders party thereto and CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).
AERCAP IRELAND CAPITAL LIMITED as Irish Issuer, AERCAP GLOBAL AVIATION TRUST as U.S. Issuer, and AERCAP HOLDINGS N.V. as HoldingsSecond Supplemental Indenture • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
Amended and Restated Revolving Credit Agreement dated as of March 11, 2014 among AERCAP HOLDINGS N.V., AERCAP IRELAND CAPITAL LIMITED, as Borrower, the SUBSIDIARY GUARANTORS party hereto, the LENDERS party hereto and CITIBANK, N.A., as Administrative...Revolving Credit Agreement • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
The amount of current and deferred income taxes and rentals received in advance of the Company and its Subsidiaries (to the extent constituting Indebtedness) [ ]
AERCAP IRELAND CAPITAL LIMITED as Irish Issuer, AERCAP GLOBAL AVIATION TRUST as U.S. Issuer, and AERCAP HOLDINGS N.V. as HoldingsThird Supplemental Indenture • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
FIFTH SUPPLEMENTAL INDENTURE Dated as of September 29, 2014 to INDENTURE Dated as of May 14, 2014Fifth Supplemental Indenture • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 29, 2014 (this “Fifth Supplemental Indenture”), to the Indenture, dated as of May 14, 2014 (the “Original Indenture”), among AERCAP IRELAND CAPITAL LIMITED, a private limited company incorporated under the laws of Ireland (the “Irish Issuer”), AERCAP GLOBAL AVIATION TRUST, a statutory trust organized under the law of Delaware (the “U.S. Issuer” and, together with the Irish Issuer, the “Issuers,” and each, an “Issuer”), AERCAP HOLDINGS N.V., a public limited liability company organized under the laws of the Netherlands (“Holdings”), each of the subsidiary guarantors party thereto or that becomes a guarantor pursuant to the terms of the Original Indenture (the “Subsidiary Guarantors” and, together with Holdings, the “Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
AERCAP IRELAND CAPITAL LIMITED as Irish Issuer, AERCAP GLOBAL AVIATION TRUST as U.S. Issuer, and AERCAP HOLDINGS N.V. as HoldingsFirst Supplemental Indenture • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
FOURTH SUPPLEMENTAL INDENTURE Dated as of September 29, 2014 to INDENTURE Dated as of May 14, 2014Fourth Supplemental Indenture • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
GUARANTEE ASSUMPTION AGREEMENTGuarantee Assumption Agreement • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec
GUARANTEE ASSUMPTION AGREEMENT dated as of May 14, 2014 by International Lease Finance Corporation, a California corporation (“ILFC”), AerCap Global Aviation Trust, a Delaware statutory trust (“Financing Trust”), and AerCap U.S. Global Aviation LLC, a Delaware limited liability company (“US Holdco”; each of ILFC, Financing Trust and US Holdco, an “Additional Subsidiary Guarantor”), in favor of American International Group, Inc., as Agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Agent”). AerCap Holdings N.V., an entity organized under the laws of the Netherlands, AerCap Ireland Capital Limited, a private limited company incorporated under the laws of Ireland, the Subsidiary Guarantors referred to therein, the Lenders referred to therein and the Agent are parties to that $1,000,000,000 Five-Year Revolving Credit Agreement, dated as of December 16, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit A
AERCAP IRELAND CAPITAL LIMITED as Irish Issuer, AERCAP GLOBAL AVIATION TRUST as U.S. Issuer, and AERCAP HOLDINGS N.V. as HoldingsIndenture • March 30th, 2015 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
INDENTURE dated as of May 14, 2014, between AERCAP IRELAND CAPITAL LIMITED, a private limited company incorporated under the laws of Ireland (the “Irish Issuer”), AERCAP GLOBAL AVIATION TRUST, a statutory trust organized under the laws of Delaware (the “U. S. Issuer” and, together with the Irish Issuer, the “Issuers,” and each, an “Issuer”), AERCAP HOLDINGS N.V., a public limited liability company organized under the laws of the Netherlands (“Holdings”), each of Holdings’s subsidiaries signatory hereto or that becomes a Guarantor pursuant to the terms of this Indenture (the “Subsidiary Guarantors”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”).
