AERCAP IRELAND CAPITAL LIMITED AERCAP GLOBAL AVIATION TRUST $1,000,000,000 3.95% Senior Notes due 2022 Underwriting AgreementUnderwriting Agreement • May 23rd, 2016 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
AerCap Ireland Capital Limited, a private limited company incorporated under the laws of Ireland (the “Irish Issuer”), and AerCap Global Aviation Trust, a statutory trust organized under the laws of Delaware (the “Co-Issuer” and, together with the Irish Issuer, the “Issuers”), each a subsidiary of AerCap Holdings N.V., a public limited liability company organized under the laws of the Netherlands (the “Parent”), propose, upon the terms and conditions set forth in this agreement (the “Agreement”), to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, $1,000,000,000 principal amount of their 3.95% Senior Notes due 2022 (the “Notes”).
AERCAP IRELAND CAPITAL LIMITED as Irish Issuer, AERCAP GLOBAL AVIATION TRUST as U.S. Issuer, and AERCAP HOLDINGS N.V. as HoldingsNinth Supplemental Indenture • May 23rd, 2016 • AerCap Holdings N.V. • Services-equipment rental & leasing, nec • New York
NINTH SUPPLEMENTAL INDENTURE, dated as of May 23, 2016 (this “Ninth 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 hereto 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”).
