<PAGE>
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 10-K
ANNUAL REPORT
------------------------------
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
.....................................................
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ...................... to ......................
Commission file number 0-11350
.........................................................
INTERNATIONAL LEASE FINANCE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 22-3059110
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
1999 AVENUE OF THE STARS, LOS ANGELES, CALIFORNIA 90067
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (310) 788-1999
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
(TITLE OF CLASS)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K ((S) 229.405 OF THIS CHAPTER) IS NOT CONTAINED HEREIN,
AND WILL NOT BE CONTAINED, TO THE BEST OF REGISTRANT'S KNOWLEDGE, IN
DEFINITIVE PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART
III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS FORM 10-K. [X]
AS OF FEBRUARY 28, 1994, THERE WERE 35,818,122 SHARES OF COMMON STOCK, NO
PAR VALUE, OUTSTANDING.
REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION J(1)(A) AND
(B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE
FORMAT.
===============================================================================
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
1993 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Item 1. Business................................................................ 1
Item 2. Properties.............................................................. 6
Item 3. Legal Proceedings....................................................... 8
PART II
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters........................................ 8
Item 6. Selected Financial Data................................................. 9
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations.............................................. 9
Item 8. Financial Statements and Supplementary Data............................. 12
Item 9. Changes in and Disagreements with Accountants on Accounting and Finan-
cial Disclosure........................................................ 12
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K................................................ 12
</TABLE>
<PAGE>
PART I
ITEM 1. BUSINESS
GENERAL
International Lease Finance Corporation (the "Company") is primarily engaged
in the acquisition of new and used commercial jet aircraft and the leasing and
sale of such aircraft to domestic and foreign airlines. The Company, in terms
of the number and value of transactions concluded, is a major owner-lessor of
commercial jet aircraft. In addition, the Company is engaged in the
remarketing of commercial jets for airlines and financial institutions.
Since 1973, the Company has engaged in over 650 transactions involving the
lease or sale of commercial aircraft to more than 120 airlines. As of December
31, 1993, the Company owned 230 aircraft including aircraft owned in joint
ventures. See "Item 2. Properties--Flight Equipment." At December 31, 1993,
the Company had committed to purchase 227 aircraft deliverable through 1999 at
an estimated aggregate purchase price of $12.9 billion. It also had options to
purchase an additional 58 aircraft deliverable through 1999 at an estimated
aggregate purchase price of $3.4 billion. See "Item 2. Properties--
Commitments."
The Company maintains the mix of flight equipment to meet its customers'
needs by purchasing those models of new and used aircraft which it believes
will have the greatest airline demand and operational longevity and minimize
the time that its aircraft are not leased to customers.
The Company purchases, and finances the purchase of, aircraft on terms
intended to permit the Company to lease or resell such aircraft at a profit.
The Company typically finances the purchase of aircraft with borrowed funds
and internally generated cash flow. The Company accesses the capital markets
for such funds at times and on terms and conditions it considers appropriate.
The Company may, but does not necessarily, engage in financing transactions
for specific aircraft. The Company relies significantly on short- and medium-
term financing, and thereby attempts to manage interest rate exposure. To
date, the Company has been able to purchase aircraft on terms which have
permitted it to lease the aircraft at a profit and has not experienced any
difficulty in obtaining financing.
The Company's aircraft are usually leased on terms under which the Company
does not fully recover the acquisition cost of such aircraft. Thus, at the
termination of a lease, the Company bears the risk of selling or releasing the
aircraft on terms which will cover its remaining cost.
The airlines are in a cyclical, economically sensitive and highly
competitive business. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations." The Company's revenue and
income may be affected by political instability abroad, changes in national
policy, competitive pressures on certain air carriers, fuel shortages, labor
stoppages, recessions, and other political or economic events adversely
affecting world or regional trading markets or impacting a particular
customer. The Company's continued success is partly dependent on management's
ability in the future to develop customer relationships for leasing, sales and
remarketing with those airlines best able to maintain their economic viability
and survive in a deregulated environment.
The Company is incorporated in the State of California and its principal
executive offices are located at 1999 Avenue of the Stars, Los Angeles,
California 90067. The Company's telephone, telecopier and telex numbers are
(310) 788-1999, (310) 788-1990 and 69-1400, respectively. The Company is a
wholly owned subsidiary of American International Group, Inc. ("AIG"). AIG is
a holding company which through its subsidiaries is primarily engaged in a
broad range of insurance
1
<PAGE>
and insurance-related activities in the United States and abroad. The Common
Stock of AIG is listed on, among others, the New York Stock Exchange.
AIRCRAFT LEASING
The initial term of the Company's current leases range in length from one
year to 15 years. See "Item 2. Properties--Flight Equipment" for information
regarding scheduled lease terminations. Most of the Company's leases are
operating leases under which the Company does not fully recover its aircraft
cost and retains the benefit and assumes the risk of the residual value of the
aircraft. The Company on occasion also enters into finance-type and sales-type
leases where the full cost of the aircraft is substantially recovered over the
term of the lease. At December 31, 1993, 223 of the Company's leases,
excluding aircraft in joint ventures, were accounted for as operating leases.
The aircraft under operating leases are included as assets on the Company's
balance sheet and depreciation is charged to income over the estimated useful
lives of the aircraft. In accordance with generally accepted accounting
principles, rentals are reported as revenue over the lease term as they become
due and are earned. The Company attempts to maintain a mix of short- and
medium-term leases to balance the benefits and risks associated with different
lease terms such as larger lease payments on shorter-term leases, changes in
prevailing market conditions at the time aircraft become eligible for re-lease
or sale and uncertainty associated with estimating residual value of the
aircraft at the termination of the lease.
All leases are on a "net" basis with the lessee responsible for all
operating expenses, which customarily include fuel, crews, airport and
navigation charges, taxes, licenses, registration and insurance. Normal
maintenance and repairs; airframe and engine overhauls; and compliance with
return conditions of flight equipment on lease are provided by and paid for by
the lessee. Under the provisions of most leases, for certain airframe and
engine overhauls, the lessee is reimbursed by the Company for costs incurred
up to but not exceeding contingent rentals paid to the Company by the lessee.
The Company provides a charge to operations for such reimbursements based
primarily upon the hours utilized during the period and the expected
reimbursement during the life of the lease. The leases contain specific
provisions regarding the condition of the aircraft upon redelivery to the
Company. The lessee is responsible for compliance with all applicable laws and
regulations with respect to the aircraft. The Company requires its lessees to
comply with the most restrictive standards of either the Federal Aviation
Administration (the "FAA") or its foreign equivalent. The Company makes
periodic inspections of the condition of its leased aircraft. Generally, the
Company requires a deposit which is security for the condition of aircraft
upon return to the Company, the rental payment by the lessee and the
performance of other obligations by the lessee under the lease. In addition,
the leases contain extensive provisions regarding the remedies and rights of
the Company in the event of a default thereunder by the lessee. The lessee is
required to continue lease payments under all circumstances, including periods
during which the aircraft is not in operation for maintenance, grounding or
any other reason whatsoever.
The Company obtains and reviews financial statements from all prospective
lessees and purchasers before entering into a lease or extending credit. Under
certain circumstances, the Company may require the lessee to obtain guarantees
or other financial support from an acceptable financial institution or other
third party.
FLIGHT EQUIPMENT MARKETING
The Company also regularly engages in transactions to buy and sell aircraft.
Generally, the Company makes a contractual commitment to purchase specific
aircraft for its own account for resale only after or concurrently with
obtaining a firm order from a customer. In some cases, the Company assists its
customers through consulting services and procurement of financing from third
parties.
2
<PAGE>
From time to time, the Company also disposes of its leased aircraft at or
before the expiration of their leases. Any gain or loss on disposition of
leased aircraft is reflected as revenues from flight equipment marketing.
In addition to its leasing and sales operations, the Company is engaged,
from time to time, as an agent for airlines in the disposition of their
surplus aircraft. The Company generally acts as an agent under an exclusive
remarketing contract whereby it agrees to sell aircraft on a "best efforts"
basis within a period of one year. Compensation to the Company is based upon a
percentage of the sales price or lease proceeds and is customarily 2% to 5%.
In addition, certain air travel expenses of the Company in connection with its
remarketing activities may be provided by the contracting or selling airline.
These activities generally augment the Company's primary activities and also
serve to promote relationships with prospective sellers and buyers of
aircraft.
Since 1973, the Company has acted as an agent in over 55 aircraft
transactions. The Company plans to continue its remarketing services on a
selected basis involving specific situations where these activities will not
conflict or compete with, but rather will be complementary to, its leasing and
selling activities.
The Company also has guaranteed the loans of certain buyers of aircraft,
which guarantees aggregate approximately $44,241,000. See Note J of Notes to
Consolidated Financial Statements.
FINANCING/SOURCE OF FUNDS
The Company purchases new aircraft directly from manufacturers and used
aircraft from airlines for lease or sale to other airlines. The Company
finances the purchase price of flight equipment from internally generated
funds, unsecured commercial bank loans, issuance of commercial paper, public
and private debt and preferred stock. See "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations."
CUSTOMERS
At December 31, 1993, lessees of the Company included: (domestic) Alaska
Airlines, American Trans Air, Carnival Air Lines, Leisure Air, Morris Air
Service, North American Airlines, Southwest Airlines, Trans World Airlines
(TWA), USAir and World Airways; (foreign) Aer Lingus, Aeromexico, Air 2000,
Air Espana, Air France, Air Inter, Air Liberte, Air New Zealand, Air Pacific,
Air Seychelles, Air Transat, Air UK, Asiana, Aviateca, Britannia Airways,
British Airways, British Midland Airways, British World Airlines, BWIA
International, Canada 3000, Cathay Pacific, Cayman Airways, China Hainan
Airlines, China Southwest Airlines, COPA, EVA Airways, Garuda Indonesia,
Guyana Airways, Hong Kong Dragon Airlines (Dragonair), Kenya Airways, Korean
Airlines, LACSA, Lloyd Aero Boliviano (LAB), Ladeco S.A., LAN Chile, Linjeflyg
AB (a wholly-owned subsidiary of SAS), Malaysian Airline System, Mexicana,
Monarch Airways, NICA, ONUR Air, Polynesian Airways, Ryan Air, SAETA, SAHSA,
Solomon Airlines, TACA International Airlines, TAP Air Portugal, TAT, THY,
Transbrasil, Varig, Virgin Atlantic Airways, VIVA Airways and Wuhan Airlines.
No single customer accounted for more than 10% of total revenues in any of the
last three years.
Revenues include rentals of flight equipment to foreign airlines of
$655,773,000 (1993), $546,452,000 (1992) and $377,390,000 (1991) comprising
82.4%, 86.9% and 87.1%, respectively, of total rentals of flight equipment.
See Note I of Notes to Consolidated Financial Statements.
3
<PAGE>
The following table sets forth the dollar amount and percentage of total
rental revenues for 1993 attributable to the indicated geographic areas:
<TABLE>
<CAPTION>
1991 1992 1993
-------------- -------------- --------------
AMOUNT % AMOUNT % AMOUNT %
-------- ----- -------- ----- -------- -----
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
Europe......................... $191,777 44.2% $237,005 37.7% $261,523 32.9%
Asia/Pacific................... 88,130 20.4 143,201 22.8 169,036 21.2
Central, South America and Mex-
ico........................... 49,988 11.5 117,891 18.8 171,577 21.6
United States and Canada....... 87,441 20.2 113,832 18.1 171,720 21.6
Africa......................... 16,169 3.7 16,671 2.6 21,581 2.7
-------- ----- -------- ----- -------- -----
$433,505 100.0% $628,600 100.0% $795,437 100.0%
======== ===== ======== ===== ======== =====
</TABLE>
Many foreign countries have currency and exchange laws regulating the
international transfer of currencies. The Company attempts to minimize its
currency and exchange risks by negotiating substantially all of its aircraft
leasing and sales transactions in U.S. dollars and all guarantees obtained to
support various lease agreements are denominated for payment in U.S. dollars.
The Company requires, as a condition to any foreign transaction, that the
lessee or purchaser in a foreign country first obtain, if required, written
approval of the appropriate government agency, finance ministry or central
bank for the remittance of all funds contractually owed to the Company in U.S.
dollars.
The Company has restructured leases with both foreign and domestic lessees.
Such restructurings have involved the voluntary termination of leases prior to
lease expiration, the replacement of leased aircraft with smaller, less
expensive leased aircraft, the arrangement of subleases from the primary
lessee to another airline and the rescheduling of lease payments. In eight
instances from January 1989 through December 1993, the Company has been
required to repossess aircraft. In one instance, the aircraft were leased to a
domestic airline which had filed for protection under Chapter 11 of the U. S.
Bankruptcy Code. In the other seven instances, the aircraft were on lease to
foreign airlines.
In some situations where the Company repossesses an aircraft, it may decide
to export the aircraft from the lessee's jurisdiction. To date, the Company
has been able to export all repossessed aircraft which it desired to export.
In addition, in connection with the repossession of an aircraft, the Company
may be required to pay outstanding mechanic's, airport and other operating
liens on the repossessed aircraft, which could include charges relating to
other aircraft operated by the lessee.
The Company's revenues and income may be affected by political instability
abroad, changes in national policy, competitive pressures on certain air
carriers, fuel shortages, labor stoppages, recessions and other political or
economic events adversely affecting world or regional trading markets or
impacting a particular customer.
COMPETITION
The leasing and sale of jet aircraft is highly competitive. Aircraft
manufacturers and the airlines sell new and used jet aircraft. Furthermore,
the Company faces competition in leasing aircraft from aircraft manufacturers,
banks, other financial institutions and leasing companies. There is also
competition with respect to its remarketing activities from many sources,
including, but not limited to, aircraft brokers.
GOVERNMENT REGULATION
The FAA, the Department of Transportation and the Department of State
exercise regulatory authority over the air transportation industry. The FAA
has regulatory jurisdiction over registration and flight operations of
aircraft operating in the United States, including equipment use, ground
facilities, maintenance, communications and other matters.
4
<PAGE>
The FAA can suspend or revoke the authority of air carriers or their
licensed personnel for failure to comply with its regulations and ground
aircraft if their airworthiness is in question. The Company believes it holds
all airworthiness and FAA registration certificates which are required for the
aircraft owned by the Company, although the certificates may be suspended or
revoked for cause.
The Department of State and the Department of Transportation, in general,
have jurisdiction over economic regulation of air transportation, but since
the Company does not itself operate its aircraft for public transportation of
passengers and property, it is not directly subject to their regulatory
jurisdiction.
To export aircraft from the U.S. to a foreign destination, the Company is
required to obtain an export license from the United States Department of
Commerce. To date, the Company has not experienced any difficulty in obtaining
required certificates either from the FAA, Department of Commerce or any other
regulatory agency or their foreign counterparts.
EMPLOYEES
The Company is in a capital intensive rather than a labor intensive
business. As of December 31, 1993, the Company had 54 full-time employees
which it considered adequate for its business operations. The Company will
expand its management and administrative personnel, as necessary, to meet
future growth. None of the Company's employees is covered by a collective
bargaining agreement and the Company believes that it has maintained excellent
employee relations. The Company provides certain employee benefits, including
retirement plans and health, life, disability and accident insurance.
INSURANCE
The Company requires its lessees to carry those types of insurance which are
customary in the air transportation industry, including comprehensive
liability insurance and aircraft hull insurance. In general, the Company is an
additional insured on liability policies carried by the lessees. All policies
contain a breach of warranty endorsement so that the interests of the Company
are not prejudiced by any act or omission of the operator-lessee.
Insurance premiums are prepaid by the lessee, with payment acknowledged by
the insurance carrier. The territorial coverage is, in each case, suitable for
its lessee's area of operations and the policies contain, among other
provisions, a "no co-insurance" clause and a provision prohibiting
cancellation or material change without at least 30 days advance written
notice to the Company. Furthermore, the insurance is primary and not
contributory and all insurance carriers are required to waive rights of
subrogation against the Company.
The stipulated loss value schedule under aircraft hull insurance policies is
on an agreed value basis acceptable to the Company, which usually exceeds the
book value of the aircraft. In cases where the Company believes that the
agreed value under the lease is not sufficient, the Company purchases
additional Total Loss Only coverage for the deficiency. Aircraft hull policies
contain standard clauses covering aircraft engines with deductibles required
to be paid by the lessee. Furthermore, the aircraft hull policies contain full
war risk endorsements, including, but not limited to, confiscation, seizure,
hijacking and similar forms of retention or terrorist acts. All losses under
such policies are payable in U.S. currency.
The comprehensive liability insurance policies include provisions for bodily
injury, property damage, passenger liability, cargo liability and such other
provisions reasonably necessary in commercial passenger and cargo airline
operations with minimal deductibles. Such policies generally have combined
comprehensive single liability limits of not less than $250 million and all
losses are payable in U.S. dollars, U.K. pounds or German marks.
5
<PAGE>
The Company also maintains other insurance covering the specific needs of
its business operations. Insurance policies are generally placed or reinsured
through AIG, which costs are allocated back to the Company. The Company
believes that its insurance is adequate both as to coverage and amount.
ITEM 2. PROPERTIES
FLIGHT EQUIPMENT
The Company's management frequently reviews opportunities to acquire
suitable commercial jet aircraft based not only on market demand and customer
airline requirements, but also on the Company's fleet portfolio mix criteria
and planning strategies for leasing. Before committing to purchase specific
aircraft, the Company takes into consideration factors such as estimates of
future values, potential for remarketing, trends in supply and demand for the
particular type, make and model of aircraft and engines and anticipated
obsolescence. As a result, certain types and vintages of aircraft do not
necessarily fit the profile for inclusion in the Company's portfolio of
aircraft owned and used in its leasing operations.
At December 31, 1993, 85% of the aircraft, which represent 98% of the net
book value of the aircraft, are Stage III, which are aircraft that hold or are
capable of holding a noise certificate issued under Chapter 3 of Volume 1,
Part II of Annex 16 of the Chicago Convention or have been shown to comply
with the Stage III noise levels set out in Section 36.5 of Appendix C of Part
36 of the Federal Aviation Regulations of the United States. At December 31,
1993, the average age of the Company's flight equipment was 6.17 years and the
average age of the Stage III fleet was 3.43 years.
The following table shows the scheduled lease terminations (for the minimum
noncancelable period) by aircraft type for the Company's lease portfolio at
December 31, 1993:
<TABLE>
<CAPTION>
AIRCRAFT TYPE 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 TOTAL
- - ------------- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
737-200................. 2 7 8 1 18
737-300................. 4 7 6 4 11 7 7 1 1 48
737-400................. 7 12 11 5 3 3 1 42
737-500................. 5 5
757-200................. 2 8 5 7 2 2 26
767-200................. 2 2 1 1 6
767-300................. 1 3 1 2 7
747-200................. 1 1 2
747-300................. 3 3
747-400................. 1 1 2 4
MD-82................... 2 2
MD-83................... 1 1 6 3 11
DC 10-10................ 1 1
MD-11................... 1 2 3
F-100................... 1 1 5 7
A300-600R............... 1 1 2 4
A310.................... 1 1 1 1 1 1 6
A320.................... 5 7 2 1 2 17
BAC1-11................. 17(a) 17
--- --- --- --- --- --- --- --- --- --- --- --- ---
Total................... 35 35 53 37 30 19 11 3 1 3 1 1 229
<FN>
- - ------------
(a) Four of the BAC1-11 aircraft are committed for sale in 1994 and the
remaining 13 will continue on month-to-month leases.
</TABLE>
In addition, at December 31, 1993 one DC10-10 was not on lease as it was
being converted to freighter configuration.
6
<PAGE>
COMMITMENTS
At December 31, 1993 the Company had committed to purchase the following
aircraft at an estimated aggregate purchase price (including adjustment for
anticipated inflation) of approximately $12.9 billion for delivery as shown:
<TABLE>
<CAPTION>
AIRCRAFT TYPE 1994 1995 1996 1997 1998 1999 TOTAL
- - ------------- ---- ---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C>
737-300/400/500*............................ 23 20 8 10 2 1 64
757-200..................................... 9 7 7 7 7 2 39
767-300..................................... 5 5 6 6 2 1 25
777-200..................................... 2 3 1 6
747-400..................................... 2 1 1 1 1 1 7
MD-11....................................... 1 2 3
A300-600R................................... 1 3 1 5
A310-300.................................... 1 1 2
A319........................................ 2 2 2 6
A320-200.................................... 10 8 4 4 2 1 29
A321-100.................................... 2 7 7 4 4 24
A330........................................ 4 4 2 1 1 12
A340........................................ 1 1 1 1 1 5
--- --- --- --- --- --- ---
Total...................................... 56 54 40 41 25 11 227
<FN>
- - --------
* The Company has the right to designate which model of 737 (737-300, 737-400
or 737-500) will be delivered at specified dates prior to contractual
delivery. For 1994, the Company has designated for delivery nine 737-300,
thirteen 737-400 and one 737-500.
</TABLE>
At December 31, 1993, the Company had options to purchase the following
aircraft at an estimated aggregate purchase price (including adjustment for
anticipated inflation) of approximately $3.4 billion for delivery as shown:
<TABLE>
<CAPTION>
AIRCRAFT TYPE 1996 1997 1998 1999 TOTAL
- - ------------- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C>
737-300/400/500*...................................... 1 1 9 10 21
757-200............................................... 2 6 8
767-300............................................... 1 4 5 10
777-200............................................... 2 2
A300-600R............................................. 1 1 1 3
A319.................................................. 2 2
A321-100.............................................. 1 3 3 3 10
A330.................................................. 1 1 2
--- --- --- --- ---
Total................................................ 2 6 20 30 58
<FN>
- - --------
* The Company has the right to designate which model of 737 (737-300, 737-400
or 737-500) will be delivered at specified dates prior to contractual
delivery.
</TABLE>
If all 285 aircraft were to be acquired, the estimated aggregate purchase
price (including adjustment for anticipated inflation) would be approximately
$16.4 billion. Management anticipates that a significant portion of such
aggregate purchase price will be funded by incurring additional debt. The
exact amount of the indebtedness to be incurred will depend upon the actual
purchase price of the aircraft, which can vary due to a number of factors,
including inflation, and the percentage of the purchase price of the aircraft
which must be financed.
Most of the purchase commitments and options set forth above are based upon
master arrangements with each of The Boeing Company ("Boeing"), AVSA,
S.A.R.L., the sales subsidiary of Airbus Industrie ("Airbus"), and McDonnell
Douglas Corporation ("McDonnell Douglas").
7
<PAGE>
The Boeing aircraft (models 737, 747, 757, 767 and 777), the Airbus aircraft
(models A300, A310, A319, A320, A321, A330 and A340) and the McDonnell Douglas
aircraft (model MD-11) listed above are either being purchased, or the options
to purchase have been granted, pursuant to purchase agreements executed by the
Company and Boeing, Airbus or McDonnell Douglas, respectively. These
agreements establish the pricing formulas (which include certain price
adjustments based upon inflation and other factors) and various other terms
with respect to the purchase of aircraft. Under certain circumstances, the
Company has the right to alter the mix of aircraft type ultimately acquired.
As of December 31, 1993, the Company had made non-refundable deposits
(exclusive of capitalized interest) with respect to the aircraft which the
Company has committed to purchase of approximately $427,572,000, $274,206,000
and $36,824,000 with Boeing, Airbus and McDonnell Douglas, respectively.
As of March 1, 1994, the Company had entered into contracts for 52 of the 56
aircraft to be delivered in 1994, 33 of the 54 aircraft to be delivered in
1995, 6 of the 40 aircraft to be delivered in 1996, 1 of the 41 aircraft to be
delivered in 1997 and none of the 36 aircraft to be delivered subsequent to
1997. The Company will need to find customers for aircraft presently on order
and any new aircraft ordered and arrange financing for portions of the
purchase price of such equipment. Although the Company has been successful to
date in placing its new aircraft on lease or sales contracts, and has obtained
adequate financing in the past, there can be no assurance as to the future
continued availability of lessees or purchasers, or of sufficient amounts of
financing on terms acceptable to the Company.
FACILITIES
The Company's principal offices are located at 1999 Avenue of the Stars, Los
Angeles, California. The Company occupies space under a lease which expires in
2000. The lease covers approximately 25,000 square feet of office space,
provides for an annual rental of approximately $1,297,000, and the rental
payments thereunder are subject to certain indexed escalation provisions.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company is wholly owned by AIG and the Company's Common Stock is not
listed on any national exchange or traded in any established market. During
the years ended December 31, 1991, 1992 and 1993, the Company paid cash
dividends to AIG of $6,645,000, $10,330,000 and $11,359,000, respectively. It
is the intent of the Company to pay AIG an annual dividend of 7% of net
income. Under the most restrictive provisions of the Company's borrowing
arrangements, consolidated retained earnings at December 31, 1993 in the
amount of $258,842,000 were unrestricted as to the payment of dividends.
8
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The following table summarizes selected consolidated financial data and
operating information of the Company. The selected consolidated financial data
should be read in conjunction with the Consolidated Financial Statements and
notes thereto and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" included elsewhere in this Form 10-K.
<TABLE>
<CAPTION>
13 MONTHS
YEAR ENDED ENDED YEARS ENDED DECEMBER 31,
NOVEMBER 30, DECEMBER 31, ---------------------------------
1989 1990 1991 1992 1993
------------ ------------ ---------- ---------- ----------
(DOLLAR AMOUNTS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
OPERATING DATA:
Rentals of flight equipment....... $ 249,530 $ 367,649 $ 433,505 $ 628,600 $ 795,437
Flight equipment marketing........ 52,962 45,408 38,238 46,845 53,680
Interest and other income......... 31,589 53,023 54,968 55,072 62,515
Total revenues.................... 334,081 466,080 526,711 730,517 911,632
Expenses.......................... 239,211 343,080 387,011 484,277 633,992
Income before income taxes........ 94,870 123,000 139,700 246,240 277,640
Net income(1)..................... 61,164 69,901 89,530 157,749 168,565
RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS(2): 1.35x 1.33x 1.44x 1.75x 1.68x
BALANCE SHEET DATA:
Flight equipment under operating
leases (net of accumulated
depreciation).................... $1,909,465 $2,633,627 $3,453,149 $4,759,899 $6,515,837
Net investment in finance and
sales-type leases................ 278,347 260,396 247,936 242,445 290,269
Total assets...................... 2,580,481 3,523,626 4,563,622 6,079,765 8,139,821
Total debt........................ 1,800,244 2,497,074 3,242,010 4,242,288 5,819,481
Shareholders' equity.............. 500,165 632,323 815,208 1,156,195 1,409,181
OTHER DATA:
Aircraft owned at period end(3)... 78 106 132 176 230
Aircraft sold or remarketed during
the period....................... 9 13 8 7 9
<FN>
- - ------------
(1) Includes an extraordinary loss of $7,035,000 in 1990.
(2) See Exhibit 12.
(3) See "Item 2. Properties--Flight Equipment".
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
INDUSTRY CONDITION
In recent years, many airlines have experienced economic difficulties and
some have filed for bankruptcy or similar proceedings or have requested that
their leases be restructured. The Company has restructured leases with both
foreign and domestic lessees. Such restructurings have involved the voluntary
termination of leases prior to lease expiration, the replacement of leased
aircraft with smaller, less expensive leased aircraft, the arrangement of
subleases from the primary lessee to another airline and the rescheduling of
lease payments. In eight instances between January 1989 and December 31, 1993,
the Company has been required to repossess aircraft. Recently, however,
9
<PAGE>
the Company has seen some stabilization and a small reversal in this trend
which resulted in very few lessees requesting lease restructurings in 1993. In
addition, the involvement of General Electric Capital Corp. with GPA Group
plc, one of the Company's competitors, has helped stabilize the aircraft
leasing industry.
FINANCIAL CONDITION
The Company borrows funds for the purchases of flight equipment, including
the making of progress payments during the construction phase, principally on
an unsecured basis from various sources. At December 31, 1991, 1992 and 1993,
the Company's debt financing was comprised of the following:
<TABLE>
<CAPTION>
1991 1992 1993
---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Public term debt with single maturi-
ties................................ $ 900,000 $1,800,000 $2,550,000
Public medium-term notes with varying
maturities.......................... 1,557,350 1,428,000 1,765,920
Bank term debt and revolvers......... 17,750 26,100 20,000
Other term debt...................... 52,780 50,779 48,778
---------- ---------- ----------
Total term debt................... 2,527,880 3,304,879 4,384,698
Commercial paper..................... 714,130 944,451 1,444,977
Bank lines of credit.................
Less: Deferred debt discount......... (6,959) (7,042) (10,194)
---------- ---------- ----------
Debt financing...................... $3,235,051 $4,242,288 $5,819,481
========== ========== ==========
Composite interest rate.............. 7.66% 6.55% 5.89%
Percentage of total debt at fixed
rate................................ 76.58% 77.01% 74.77%
Composite interest rate on fixed
debt................................ 8.37% 7.49% 6.70%
Bank prime rate...................... 6.50% 6.00% 6.00%
</TABLE>
The interest on substantially all the public debt (exclusive of the
commercial paper) is fixed for the term of the note. The Company has committed
revolving loans and lines of credit with 29 banks aggregating $1.015 billion
and an uncommitted line of credit with one bank in the amount of $200 million;
no amounts were outstanding thereunder at December 31, 1993, 1992 and 1991.
Bank debt principally provides for interest rates that vary according to the
pricing option then in effect and range from prime, .30% to 3/8% over LIBOR or
.425% to 1/2% over CD rates, at the Company's option. Bank financing may be
subject to either compensating balances or commitment fees of up to .25% of
amount available.
The Company has an effective shelf registration with respect to $2.1 billion
of debt securities, under which $500 million of notes were sold through 1993.
Additionally, an $800 million Medium-Term Note program has been implemented
under the shelf registration, under which $600.9 million has been sold through
December 31, 1993.
Subsequent to December 31, 1993, the Company entered into an Export Credit
Lease facility in the amount of $555 million which is available for the
acquisition of up to 10 Airbus aircraft to be delivered in 1994.
Through December 31, 1992, AIG contributed $200 million of additional
capital to the Company.
10
<PAGE>
In 1992 and 1993, the Company sold a total of $200 million of Market Auction
Preferred Stock.
The Company believes that it has sufficient financing sources available to
meet its capital requirements through fiscal 1994.
RESULTS OF OPERATIONS
The increase in revenues from rentals of flight equipment from $433.5
million in 1991 to $628.6 million in 1992 to $795.4 million in 1993 is due to
the increase in both the size and relative cost of the fleet of leased flight
equipment subject to operating lease from 125 in 1991 to 167 in 1992 to 223 in
1993.
In addition to its leasing operations, the Company engages in the marketing
of flight equipment on a principal and commission basis as well as the
disposition of flight equipment at the end of the lease term. Revenue from
such flight equipment marketing increased from $38.2 million in 1991 to $46.8
million in 1992 to $53.7 million in 1993 as a result of the following number
of aircraft transactions in each period:
<TABLE>
<CAPTION>
1991 1992 1993
---- ---- ----
<S> <C> <C> <C>
Sales of flight equipment.................................. 4 0 2
Commissions................................................ 5 6 8
Disposition of leased flight equipment..................... 4 7 7
</TABLE>
Interest and other income increased from $55.0 million in 1991 to $55.1
million in 1992 to $62.5 million in 1993 as a result of the increase in notes
receivable from $99.0 million (1991) to $171.3 million (1992) to $337.9
million (1993). Additionally, the Company had dividend income of $6.4 million
(1991 and 1992) and $2.4 million (1993) from its investment in Alaska Air
Group and realized $13.5 million (1991), $8.6 million (1992) and $16.3 million
(1993) in deposit forfeitures and fees principally on repossessed aircraft and
early lease terminations.
Expenses as a percentage of total revenues were 73.5% for 1991 compared to
66.3% for 1992 and 70.0% for 1993. Interest expense increased from $192.0
million in 1991 to $243.5 million in 1992 to $301.2 million in 1993, primarily
as a result of an increase in debt outstanding, excluding the effect of debt
discount, from $3,242.0 million in 1991 to $4,249.3 million in 1992 to
$5,829.7 million in 1993 to finance aircraft acquisitions, partially offset by
changes in interest rates during the periods. These interest rate changes
caused the Company's composite borrowing rate to decline as follows:
<TABLE>
<S> <C>
December 31, 1990........................... 8.67%
March 31, 1991.............................. 7.98
June 30, 1991............................... 7.81
September 30, 1991.......................... 7.70
December 31, 1991........................... 7.66
March 31, 1992.............................. 7.04
June 30, 1992............................... 6.70
September 30, 1992.......................... 6.60
December 31, 1992........................... 6.55
March 31, 1993.............................. 6.29
June 30, 1993............................... 6.11
September 30, 1993.......................... 6.05
December 31, 1993........................... 5.89
</TABLE>
The balance of the increase in expenses is primarily attributable to
increases in depreciation of flight equipment from $161.7 million in 1991 to
$192.2 million in 1992 to $268.2 million in 1993 due to the addition of
aircraft.
11
<PAGE>
Provision for overhauls increased from $15.1 million in 1991 to $28.1
million in 1992 to $39.9 million in 1993 due to an increase in the number of
aircraft on which the Company collects overhaul reserves and therefore an
increase in the number of hours flown for which an overhaul reserve is
provided, partially offset by the reversal of reserves on aircraft which
either changed lessees or were sold during the year.
Selling, general and administrative expenses increased from $18.1 million in
1991 to $20.5 million in 1992 to $24.7 million in 1993.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this Item is submitted as a separate section of this report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
During the two fiscal periods prior to the date of the Company's most recent
financial statements, the Company has not reported a change in accountants nor
have there been any disagreements reported on any matter of accounting
principles or practices or financial statement disclosure.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) and (2): Financial Statements and Financial Schedules: The response
to this portion of Item 14 is submitted as a separate section of this report
beginning on page 19.
(a)(3) and (c): Exhibits: The response to this portion of Item 14 is
submitted as a separate section of this report on page 13.
(b) Reports on Form 8-K: Current Report on Form 8-K, event date November 19,
1993.
12
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
FORM 10-K
ITEMS 8, 14(A), AND 14(C)
INDEX OF CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES
The following consolidated financial statements of the Company and its
subsidiaries required to be included in Item 8 are listed below:
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Auditors............................................ 18
Consolidated Financial Statements:
Balance Sheets at December 31, 1992 and 1993............................. 19
Statements of Income for the years ended December 31, 1991, 1992 and
1993.................................................................... 20
Statements of Shareholders' Equity for the years ended December 31, 1991,
1992 and 1993........................................................... 21
Statements of Cash Flows for the years ended December 31, 1991, 1992 and
1993.................................................................... 22
Notes to Consolidated Financial Statements............................... 24
</TABLE>
The following financial statement schedules of the Company and its
subsidiaries are included in Item 14(a)(2):
<TABLE>
<CAPTION>
SCHEDULE NUMBER DESCRIPTION PAGE
- - --------------- ----------- ----
<C> <S> <C>
II Amounts Receivable from Related Parties and Underwriters, Promoters
and Employees Other than Related Parties............................ 35
V Property, Plant and Equipment........................................ 36
VI Accumulated Depreciation, Depletion and Amortization................. 37
VIII Valuation and Qualifying Accounts.................................... 38
IX Short-Term Borrowings................................................ 39
</TABLE>
All other financial statements and schedules not listed have been omitted
since the required information is included in the consolidated financial
statements or the notes thereto, or is not applicable or required.
The following exhibits of the Company and its subsidiaries are included in
Item 14(c):
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- - -------------- -----------
<C> <S>
3.1 Amended and Restated Articles of Incorporation of the Company filed
November 17, 1992 (filed as an exhibit to Registration Statement
No. 33-54294 and incorporated herein by reference).
3.2 Certificate of Determination of Preferences of Preferred Stock
filed December 9, 1992 (filed as an exhibit to Registration State-
ment No. 33-54294 and incorporated herein by reference).
3.3 Certificate of Determination of Preferences of Preferred Stock
filed November 18, 1993 (filed as an exhibit to Registration State-
ment 33-50913 and incorporated herein by reference).
3.4 By-Laws of the Company, including amendment thereto dated August
31, 1990 (filed as an exhibit to Registration Statement No. 33-
37600 and incorporated herein by reference).
4.1 Indenture, dated as of March 1, 1986, between the Company and Na-
tional Westminster Bank (U.S.A.), as Trustee (filed as an exhibit
to Registration Statement No. 33-24411 and incorporated herein by
reference).
4.2 Supplemental Indenture, dated August 15, 1990, substituting Shawmut
Bank, N.A., as trustee under the Indenture referred to in Item 4.1
(filed as an exhibit to Form 10-K for the thirteen months ended De-
cember 31, 1990 and incorporated herein by reference).
</TABLE>
13
<PAGE>
<TABLE>
<S> <C>
4.3 Indenture, dated as of November 1, 1990, between the Company and
Shawmut Bank, N.A., as Trustee (filed as an exhibit to Registration
Statement No. 33-37600 and incorporated herein by reference).
4.4 Indenture dated as of November 1, 1991, between the Company and
Continental Bank, National Association as Trustee (filed as an
exhibit to Registration Statement No. 33-43698 and incorporated
herein by reference).
4.5 The Company agrees to furnish to the Commission upon request a copy
of each instrument with respect to issues of long-term debt of the
Company and its subsidiaries, the authorized principal amount of
which does not exceed 10% of the consolidated assets of the Company
and its subsidiaries
10.1 Employment Agreement with Leslie L. Gonda (filed as an exhibit to
Form 10-Q for the fiscal quarter ended May 31, 1990 and incorpo-
rated herein by reference).
10.2 Employment Agreement with Steven F. Udvar-Hazy (filed as an exhibit
to Form 10-Q for the fiscal quarter ended May 31, 1990 and incorpo-
rated herein by reference).
10.3 Employment Agreement with Louis L. Gonda (filed as an exhibit to
Form 10-Q for the fiscal quarter ended May 31, 1990 and incorpo-
rated herein by reference).
10.4 Amended Memorandum of Understanding between the Company and The
Boeing Company dated July 18, 1986 (filed as an exhibit to Form 8-
K, dated July 31, 1986 and incorporated herein by reference).
10.5 Purchase Agreement Nos. 1497, 1498, 1499 and 1500, dated August 25,
1988, between The Boeing Company and the Company (filed as exhibits
to Form 8-K dated August 25, 1988 and incorporated herein by
reference).
10.6 General Terms Agreement, dated November 10, 1988 between AVSA,
S.A.R.L. and the Company, including Letter Agreements Nos. 1
through 5 relating thereto (filed as exhibits to Form 8-K, dated
January 25, 1989 and incorporated herein by reference).
10.7 Purchase Agreements Nos. A300, A310, A320 and A330, dated November
10, 1988, between AVSA, S.A.R.L. and the Company, including Letter
Agreements relating thereto (filed as exhibits to Form 8-K, dated
January 25, 1989 and incorporated herein by reference).
10.8 Amended and Restated Loan Agreement dated as of December 1, 1990,
with National Westminster Bank PLC (filed as an exhibit to Form 10-
K for the thirteen months ended December 31, 1990 and herein by
reference).
10.9 Note Purchase Agreement dated as of January 12, 1989, among ILFC,
ILFC Canada and the Note Purchasers named therein (filed as exhibit
to Form 8-K dated January 19, 1989 and incorporated herein by ref-
erence).
10.10 Credit Agreement dated as of January 12, 1989 among the Company,
ILFC Canada and The Industrial Bank of Japan (Canada) (filed as
exhibit to Form 8-K dated January 19, 1989 and incorporated herein
by reference).
</TABLE>
14
<PAGE>
<TABLE>
<S> <C>
10.11 Amendment No. 2, dated February 14, 1990, to A320 Purchase
Agreement, dated November 10, 1988, between AVSA, S.A.R.L. and the
Company (filed as an exhibit to Form 10-K for the thirteen months
ended December 31, 1990 and incorporated herein by reference).
10.12 Purchase Agreement A321 dated February 14, 1990, between AVSA,
S.A.R.L. and the Company, including Letter Agreements relating
thereto (filed as an exhibit to Form 10-K for the thirteen months
ended December 31, 1990 and incorporated herein by reference).
10.13 Loan Agreement dated as of April 7, 1992 between the Company and
The Toyo Trust and Banking Co., Ltd., Los Angeles Agency (filed as
an exhibit to Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
10.14 Amendment No. 1 dated as of June 18, 1991 to Purchase Agreement No.
A330 dated as of November 10, 1988 between AVSA, S.A.R.L. and the
Company (filed as an exhibit to Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
10.15 Amendments Nos. 3, 4, 6 and 7 dated as of June 18, 1991, December
20, 1991, November 30, 1992 and December 10, 1992, respectively, to
Purchase Agreement No. A320 dated as of November 10, 1988 between
AVSA, S.A.R.L. and the Company (filed as an exhibit to Form 10-K
for the year ended December 31, 1992 and incorporated herein by
reference).
10.16 Amendments Nos. 1 and 2 dated as of June 18, 1991 and as of
December 10, 1992, respectively, to Purchase Agreement No. A321
dated as of February 14, 1990 between AVSA, S.A.R.L. and the Com-
pany (filed as an exhibit to Form 10-K for the year ended December
31, 1992 and incorporated herein by reference).
10.17 Amendment No. 2 dated as of December 10, 1992 to Purchase Agreement
No. A330 dated as of November 10, 1988 between AVSA, S.A.R.L. and
the Company (filed as an exhibit to Form 10-K for the year ended
December 31, 1992 and incorporated herein by reference).
10.18 Supplemental Agreements Nos. 1, 2 and 3 dated as of November 27,
1989, December 19, 1989, and December 5, 1990, respectively, to
Purchase Agreement No. 1497 dated as of August 25, 1988 between The
Boeing Company and the Company; Supplemental Agreement No. 1 dated
March 30, 1989 to Purchase Agreement No. 1498 dated as of August
25, 1988 between The Boeing Company and the Company; Supplemental
Agreements Nos. 1, 2, 3, 5, 9, 10, 11, 12, 13 and 14 dated as of
March 30, 1989, August 21, 1989, December 19, 1989, May 1, 1991,
August 21, 1992, August 21, 1992, September 21, 1992, November 23,
1992, December 15, 1992 and January 15, 1993, respectively, to
Purchase Agreement No. 1499 dated as of August 25, 1988 between The
Boeing Company and the Company; Supplemental Agreements Nos. 1, 4,
5 and 9 dated as of March 30, 1989, December 19, 1989, February 22,
1990 and May 21, 1991, respectively, to Purchase Agreement No. 1500
dated as of August 25, 1988 between The Boeing Company and the
Company and Letter Agreement No. 6-1162-SRC-2044 (filed as an
exhibit to Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
</TABLE>
15
<PAGE>
<TABLE>
<S> <C>
10.19 Purchase Agreements, Nos. 1768, 1769, 1770, 1771 and 1772, dated as
of December 15, 1992 between The Boeing Company and the Company,
including Letter Agreements related to each Purchase Agreement
(filed as an exhibit to Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
10.20 Letter Agreement No. 6-1162-KAC-1403R6 dated as of April 13, 1993,
to Purchase Agreement No. 1500 between The Boeing Company and the
Company (filed as an exhibit to Form 10-Q dated March 31, 1993 and
incorporated herein by reference).
10.21 Supplemental Agreement No. 18, dated as of April 13, 1993 to Pur-
chase Agreement No. 1500 between The Boeing Company and the Company
(filed as an exhibit to Form 10-Q dated March 31, 1993 and incorpo-
rated herein by reference).
10.22 Revolving Credit Agreement dated as of June 1, 1993, among
International Lease Finance Corporation, Union Bank of Switzerland,
Los Angeles Branch, and the other banks listed therein providing up
to $566,666,662 (filed as an exhibit to Form 8-K dated July 14,
1993 and incorporated herein by reference).
10.23 Revolving Credit Agreement dated as of June 1, 1993, among
International Lease Finance Corporation, Union Bank of Switzerland,
Los Angeles Branch, and the other banks listed therein providing up
to $283,333,338 (filed as an exhibit to Form 8-K dated July 14,
1993 and incorporated herein by reference).
10.24 Supplemental Agreement No. 16, dated as of March 10, 1993, to Pur-
chase Agreement No. 1500 between The Boeing Company and Interna-
tional Lease Finance Corporation (filed as an exhibit to Form 8-K
dated July 14, 1993 and incorporated herein by reference).
10.25 Supplemental Agreement No. 1, dated as of June 4, 1993, to Purchase
Agreement No. 1771 between The Boeing Company and International
Lease Finance Corporation (filed as an exhibit to Form 8-K dated
July 14, 1993 and incorporated herein by reference).
10.26 Supplemental Agreement No. 2, dated July 15, 1993, to Purchase
Agreement No. 1771 between The Boeing Company and the Company
(filed as an exhibit to Form 10-Q dated June 30, 1993 and
incorporated herein by reference).
10.27 Supplemental Agreement No. 5, dated as of July 28, 1993, to Pur-
chase Agreement No. 1497 between The Boeing Company and the Company
(filed as an exhibit to Form 10-Q dated June 30, 1993 and incorpo-
rated herein by reference).
10.28 Amendment No. 3, dated as of September 22, 1993, to the Airbus A330
Purchase Agreement, dated as of February 24, 1989, between AVSA,
S.A.R.L. and the Company (filed as an exhibit to Form 10-Q dated
June 30, 1993 and incorporated herein by reference).
10.29 Amendments Nos. 8 and 9 dated October 29, 1993 and January 3, 1994,
respectively, to the Airbus A320 Purchase Agreement dated as of
November 10, 1988 between AVSA, S.A.R.L. and the Company
(Confidential treatment requested).
</TABLE>
16
<PAGE>
<TABLE>
<C> <S>
10.30 Amendments Nos. 3 and 4 dated January 3, 1994 and February 28,
1994, respectively, to the Airbus A321 Purchase Agreement dated as
of February 14, 1990 between AVSA, A.S.R.L. and the Company
(Confidential treatment requested).
10.31 Supplemental Agreement No. 6 dated November 10, 1993 to Purchase
Agreement No. 1497 dated as of August 25, 1988 between The Boeing
Company and the Company (Confidential treatment requested).
10.32 Supplemental Agreement No. 10, dated November 12, 1993, to Purchase
Agreement No. 1498 dated as of August 25, 1988 between The Boeing
Company and the Company (Confidential treatment requested).
10.33 Supplemental Agreements Nos. 17 and 18, each dated October 26,
1993, to Purchase Agreement No. 1499 dated as of August 25, 1988
between The Boeing Company and the Company (Confidential treatment
requested).
10.34 Supplemental Agreement No. 2 dated December 7, 1993 to Purchase
Agreement No. 1770 dated as of December 15, 1992 between The Boeing
Company and the Company (Confidential treatment requested).
10.35 Supplemental Agreement No. 3 dated October 26, 1993 to Purchase
Agreement No. 1771 dated as of December 15, 1992 between The Boeing
Company and the Company (Confidential treatment requested).
10.36 Letter Agreement No. 6-1162-RLL-886 dated November 12, 1993 to
Purchase Agreement No. 1497 dated as of August 25, 1988 between The
Boeing Company and the Company (Confidential treatment requested).
10.37 Letter Agreement No. 6-1162-KAC-1736 dated October 20, 1993 to
Purchase Agreement No. 1498 dated as of August 25, 1988 between The
Boeing Company and the Company (Confidential treatment requested).
10.38 Letter Agreement No. 6-1162-RLL-475R dated November 12, 1993 to
Purchase Agreement No. 1768 dated as of December 15, 1992 between
The Boeing Company and the Company (Confidential treatment
requested).
12. Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends.
24. Consent of Ernst & Young.
</TABLE>
17
<PAGE>
REPORT OF INDEPENDENT AUDITORS
Shareholders and Board of Directors
International Lease Finance Corporation
Los Angeles, California
We have audited the accompanying consolidated balance sheets of
International Lease Finance Corporation as of December 31, 1993 and 1992, and
the related consolidated statements of income, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1993. Our
audits also included the financial statement schedules listed in the Index at
Item 14(a). These financial statements and schedules are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of International Lease Finance Corporation at December 31, 1993 and 1992, and
the consolidated results of its operations and its cash flows for each of the
three years in the period ended December 31, 1993, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedules, when considered in relation to the basic
financial statements taken as a whole, present fairly in all material respects
the information set forth therein.
ERNST & YOUNG
Century City,
Los Angeles, California
February 23, 1994
18
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1993 1992
---------- ----------
<S> <C> <C>
Cash, including interest bearing accounts of $51,657
(1993) and $47,610 (1992) ............................. $ 61,566 $ 55,181
Notes receivable--Notes B and D......................... 337,855 171,289
Net investment in finance and sales-type leases--Note C. 290,269 242,445
Flight equipment under operating leases--Note G......... 7,295,241 5,322,025
Less accumulated depreciation.......................... 779,404 562,126
---------- ----------
6,515,837 4,759,899
Deposits on flight equipment purchases.................. 820,048 708,093
Accrued interest, other receivables and other assets.... 81,244 61,157
Investments--Note D..................................... 17,837 71,443
Deferred debt issue costs--less accumulated amortization
of $16,390 (1993) and $11,335 (1992) .................. 15,165 10,258
---------- ----------
$8,139,821 $6,079,765
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued interest and other payables..................... 92,229 $ 79,199
Debt financing, net of deferred debt discount of $10,194
(1993) and $7,042 (1992)--Note E....................... 5,819,481 4,242,288
Security and other deposits on flight equipment......... 437,004 317,012
Rentals received in advance............................. 41,951 38,626
Deferred income taxes--Note H........................... 339,753 225,960
Current income taxes.................................... 222 20,485
Commitments and contingencies--Note J
SHAREHOLDERS' EQUITY--Notes E and F
Preferred stock--no par value; 20,000,000 authorized
shares; Market Auction Preferred Stock, $100,000 per
share liquidation value; Series A and B (1993 and
1992) and C and D (1993), each having 500 shares
issued and outstanding................................ 200,000 100,000
Common stock--no par value; 100,000,000 authorized
shares, 35,818,122 (1993 and 1992) issued and
outstanding............................................ 3,582 3,582
Paid-in capital........................................ 532,941 534,469
Retained earnings...................................... 672,658 518,144
---------- ----------
1,409,181 1,156,195
---------- ----------
$8,139,821 $6,079,765
========== ==========
</TABLE>
See accompanying notes.
19
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED
DECEMBER 31,
--------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Revenues:
Rental of flight equipment--Note G.................. $795,437 $628,600 $433,505
Flight equipment marketing.......................... 53,680 46,845 38,238
Interest and other.................................. 62,515 55,072 54,968
-------- -------- --------
911,632 730,517 526,711
Expenses:
Interest............................................ 301,205 243,536 192,037
Depreciation........................................ 268,170 192,165 161,725
Provision for overhaul.............................. 39,893 28,055 15,133
Selling, general and administrative--Note I......... 24,724 20,521 18,116
-------- -------- --------
633,992 484,277 387,011
-------- -------- --------
INCOME BEFORE INCOME TAXES......................... 277,640 246,240 139,700
Provision for income taxes--Note H................... 109,075 88,491 50,170
-------- -------- --------
NET INCOME......................................... $168,565 $157,749 $ 89,530
======== ======== ========
</TABLE>
See accompanying notes.
20
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
AUCTION PREFERRED STOCK COMMON STOCK
-------------------------- -----------------
NUMBER OF NUMBER OF PAID-IN RETAINED
SHARES AMOUNT SHARES AMOUNT CAPITAL EARNINGS TOTAL
------------ ------- ---------- ------ -------- -------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1990....... 35,818,122 $3,582 $340,901 $287,840 $ 632,323
Capital contribution.............. 100,000 100,000
Dividend to AIG................... (6,645) (6,645)
Net income........................ 89,530 89,530
----- -------- ---------- ------ -------- -------- ----------
Balance at December 31, 1991....... 35,818,122 3,582 440,901 370,725 815,208
Capital contribution.............. 95,000 95,000
Sales of MAPS preferred........... 1,000 $100,000 (1,432) 98,568
Dividend to AIG................... (10,330) (10,330)
Net income........................ 157,749 157,749
----- -------- ---------- ------ -------- -------- ----------
Balance at December 31, 1992....... 1,000 100,000 35,818,122 3,582 534,469 518,144 1,156,195
Sale of MAPS preferred............ 1,000 100,000 (1,528) 98,472
Dividend to AIG................... (11,359) (11,359)
Preferred stock dividends......... (2,692) (2,692)
Net income........................ 168,565 168,565
----- -------- ---------- ------ -------- -------- ----------
Balance at December 31, 1993....... 2,000 $200,000 35,818,122 $3,582 $532,941 $672,658 $1,409,181
===== ======== ========== ====== ======== ======== ==========
</TABLE>
See accompanying notes.
21
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------
1993 1992 1991
----------- ----------- -----------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net income............................. $ 168,565 $ 157,749 $ 89,530
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation of flight equipment....... 268,170 192,165 161,725
Deferred income taxes.................. 113,793 49,102 53,622
Amortization of deferred debt issue
costs................................. 5,055 4,554 2,826
Gain on sale of flight equipment and
investments included in amount
financed.............................. (24,806) (12,973) (15,128)
Increase in notes receivable........... (8,694) (7,398) (11,688)
Equity in net (income) loss of
affiliates............................ (3,036) (3,354) 86
Write-off of notes receivable.......... 500
Changes in operating assets and
liabilities:
(Increase) in accrued interest, other
receivables and other assets........ (21,110) (30,762) (13,531)
Increase in accrued interest and
other payables...................... 13,029 20,280 19,040
Increase (decrease) in current income
taxes payable....................... (20,262) 20,485
Increase (decrease) in rentals
received in advance................. 3,326 10,552 (122)
----------- ----------- -----------
Net cash provided by operating
activities.......................... 494,030 400,400 286,860
----------- ----------- -----------
INVESTING ACTIVITIES:
Acquisition of flight equipment:
For operating leases................. (2,372,789) (1,665,978) (1,075,957)
For finance leases................... (5,841)
Proceeds from disposal of flight
equipment--net of gain............... 126,005 119,482 70,824
Advances on notes receivable........... (14,856) (27,614) (37,150)
Collections on notes receivable........ 70,242 23,358 64,516
Collections on finance and sales-type
leases................................ 13,576 11,333 12,460
Purchase of investments................ (2,333) (1,000) (5,454)
Sale of investments--net of gain....... 32,822
----------- ----------- -----------
Net cash used in investing activities... (2,147,333) (1,546,260) (970,761)
----------- ----------- -----------
FINANCING ACTIVITIES:
Proceeds from debt financing........... 4,265,761 2,462,790 3,089,351
Payments in reduction of debt
financing............................. (2,685,416) (1,455,470) (2,344,415)
Proceeds from sale of MAPS preferred
stock (net of issue costs)............ 98,472 98,568
Cash contributions to capital by AIG... 95,000 100,000
Debt issue costs....................... (9,961) (7,677) (10,186)
Change in unamortized debt discount.... (3,154) 3,046 (22)
Payment of common and preferred
dividends............................. (14,051) (10,330) (6,645)
Increase in customer deposits.......... 119,992 74,458 39,635
Increase in deposits and progress
payments.............................. (111,955) (83,146) (175,554)
----------- ----------- -----------
Net cash provided by financing
activities............................ 1,659,688 1,177,239 692,164
----------- ----------- -----------
Net increase in cash.................... 6,385 31,379 8,263
Cash at beginning of year............... 55,181 23,802 15,539
----------- ----------- -----------
Cash at end of year.................... $ 61,566 $ 55,181 $ 23,802
=========== =========== ===========
</TABLE>
(Table continued on next page)
22
<PAGE>
(Table continued from previous page)
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31
--------------------------
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid (received) during the year for:
Interest (net of amount capitalized $39,363
(1993), $36,291 (1992) and
$38,947 (1991)).............................. $264,571 $223,036 $175,101
Income taxes.................................. 15,395 17,619 (3,072)
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
1993
Flight equipment with a net book value of $60,478 was transferred from
operating leases to finance leases.
Flight equipment was received in exchange for notes receivable in the
amount of $41,987.
Notes in the amount of $228,645 were received as partial payments in
exchange for flight equipment sold with a book value of $204,185.
Notes in the amount of $26,600 were received in exchange for investments
in preferred stock with a book value of $26,153.
1992
Notes in the amount of $60,595 were received as partial payments in
exchange for flight equipment sold with a book value of $47,622.
1991
Notes in the amount of $53,628 were received as partial payments in
exchange for flight equipment sold with a book value of $38,500.
Flight equipment was received in exchange for notes receivable in the
amount of $14,445.
See accompanying notes.
23
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Parent Company: International Lease Finance Corporation (the "Company") is a
wholly owned subsidiary of American International Group, Inc. ("AIG"). AIG is
a holding company which through its subsidiaries is primarily engaged in a
broad range of insurance and insurance-related activities in the United States
and abroad.
Principles of Consolidation: The accompanying consolidated financial
statements include the accounts of the Company and its wholly owned
subsidiaries. Investments of less than 20% in other affiliates are carried at
cost. Investments of between 20% and 50% in other affiliates are carried under
the equity method. All significant intercompany balances and transactions have
been eliminated in consolidation.
Intercompany Allocations: AIG allocates certain costs to its subsidiaries.
The charges amounted to $2,312 (1993), $225 (1992) and $137 (1991).
Rentals: The Company, as lessor, leases flight equipment principally under
operating leases. Accordingly, income is reported over the life of the lease
as rentals become receivable under the provisions of the lease or, in the case
of leases with varying payments, under the straight-line method over the
noncancelable term of the lease. In certain cases, leases provide for
additional amounts based on usage.
Flight Equipment Marketing: The Company is a marketer of flight equipment.
Marketing revenues include all revenues from such operations consisting of net
gains on sales of flight equipment, commissions and net gains on disposition
of leased flight equipment.
Flight Equipment: Flight equipment is stated at cost. Major additions and
modifications are capitalized. Normal maintenance and repairs; airframe and
engine overhauls; and compliance with return conditions of flight equipment on
lease are provided by and paid for by the lessee. Under the provisions of most
leases, for certain airframe and engine overhauls, the lessee is reimbursed
for costs incurred up to but not exceeding contingent rentals paid the Company
by the lessee. The Company provides a charge to operations for such
reimbursements based primarily upon the hours utilized during the period and
the expected reimbursement during the life of the lease.
Generally, all aircraft are depreciated using the straight-line method over
a 25 year life from the date of manufacture to a 15% residual value. Boeing
737-200 aircraft are depreciated to a residual value of 15% at December 31,
1996. British Aerospace BAC1-11 aircraft have been depreciated to a residual
value of $250,000 each as of December 31, 1993. Prior to 1992, estimated
depreciable lives of aircraft were generally 20 years.
At the time assets are retired or otherwise disposed of, the cost and
accumulated depreciation and amortization are removed from the related
accounts and the difference, net of proceeds, is recorded as a gain or loss.
Capitalized Interest: The Company borrows certain funds to finance progress
payments for flight equipment being constructed to order. The interest
incurred on such borrowings is capitalized and included in the cost of the
equipment.
Deferred Debt Issue Costs: Deferred debt issue costs incurred in connection
with debt financing are being amortized over the life of the debt using the
interest rate method.
24
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE A--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes: The Company and its U.S. subsidiaries are included in the
consolidated federal income tax return of AIG. The Company and its
subsidiaries are included in the combined California unitary tax return of
AIG. The provision for income taxes is calculated on a separate return basis.
Income tax payments are made pursuant to a tax payment allocation agreement
whereby AIG credits or charges the Company for the corresponding increase or
decrease (not to exceed the separate return basis calculation) in AIG's
current taxes resulting from the inclusion of the Company in AIG's
consolidated tax return. Intercompany payments are made when such taxes are
due or tax benefits are realized by AIG.
The deferred tax liability is determined based on the difference between the
financial statement and tax basis of assets and liabilities and is measured at
the enacted tax rates that will be in effect when these differences reverse.
Deferred tax expense is determined by the change in the liability for deferred
taxes ("Liability Method").
Investment Tax Credits: Investment tax credits, repealed by the Tax Reform
Act of 1986, are recognized on the flow-through method.
Reclassifications: Certain amounts have been reclassified in the 1992 and
1991 financial statements to conform to the Company's 1993 presentation.
NOTE B--NOTES RECEIVABLE
Notes receivable are primarily from the sale of flight equipment and are
summarized as follows:
<TABLE>
<CAPTION>
1993 1992
-------- --------
<S> <C> <C>
Fixed rate notes receivable due in varying installments to
2001:
Less than 8%............................................. $ 94,951 $ 49,657
8% to 9.99%.............................................. 49,923 62,842
10% to 12%............................................... 4,203 44,108
Prime to prime plus 2.25% and Libor plus 1.1% to Libor
plus 1.5% notes receivable in varying installments to
2002..................................................... 188,778 14,682
-------- --------
$337,855 $171,289
======== ========
</TABLE>
The Company restructured approximately $16,428 (1993) and $17,127 (1992) of
lease payments, of which $3,786 was outstanding at December 31, 1993 and is
included above.
At December 31, 1993, the minimum future notes receivable payments to be
received are as follows:
<TABLE>
<S> <C>
1994................................................................ $ 65,596
1995................................................................ 158,457
1996................................................................ 25,038
1997................................................................ 20,252
1998................................................................ 17,493
Thereafter.......................................................... 51,019
--------
$337,855
========
</TABLE>
25
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE C--NET INVESTMENT IN FINANCE AND SALES-TYPE LEASES
The following lists the components of the net investment in finance and
sales-type leases:
<TABLE>
<CAPTION>
1993 1992
-------- ---------
<S> <C> <C>
Total minimum lease payments to be received............. $358,106 $ 299,912
Estimated residual values of leased flight equipment.... 76,328 76,328
Less: Unearned income................................... (144,165) (133,795)
-------- ---------
Net investment in finance and sales-type leases......... $290,269 $ 242,445
======== =========
</TABLE>
Minimum future lease payments to be received for flight equipment on finance
and sales-type leases at December 31, 1993 are as follows:
<TABLE>
<S> <C>
1994..................................... $ 37,689
1995..................................... 37,689
1996..................................... 37,689
1997..................................... 36,699
1998..................................... 36,609
Thereafter............................... 171,731
--------
Total minimum lease payments to be
received................................ $358,106
========
</TABLE>
NOTE D--INVESTMENTS
Investments consist of the following:
<TABLE>
<CAPTION>
1993 1992
--------------- ---------------
PERCENT PERCENT
OWNED AMOUNT OWNED AMOUNT
------- ------- ------- -------
<S> <C> <C> <C> <C>
Cost method:
Air Liberte.................................. 10.8% $ 4,154 10.8% $ 3,414
Alaska Air Group............................. 17.6% 59,375
Aeronautical Support Inc..................... 19.5% 1,000 19.5% 600
International Aircraft Investors............. 6.2% 300 6.2% 300
Morris Air Service........................... 1.4% 1,000 1.4% 1,000
Others....................................... 8
Equity method:
Pacific Ocean Leasing Ltd.................... 50.0% 6,101 50.0% 4,018
Pacific Asia Leasing Ltd..................... 25.0% 3,681 25.0% 2,728
Hoeri Corporation............................ 50.0% 1,601
------- -------
$17,837 $71,443
======= =======
</TABLE>
In addition, the Company has notes receivable of $31,984 (1993) and $37,205
(1992) from companies in which it has investments.
At December 31, 1993, the Company had seven aircraft on lease to Air Liberte
and seven aircraft on lease to Morris Air Service. These leases are similar in
terms to those of unaffiliated customers.
During 1993, Alaska Air Group redeemed all of its preferred stock held by
the Company. The Company received a premium for the redemption and took a
portion of the payment in the form of a note.
26
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE D--INVESTMENTS (CONTINUED)
In 1993, the Company increased its financial interest in Aeronautical
Support, Inc. ("ASI") with the purchase of nonvoting preferred stock. ASI
leases and sells spare parts for aircraft and jet engines.
The Company has sold used aircraft and engines to International Aircraft
Investors ("IAI"). In exchange for these sales the Company has received notes
which are included in Notes Receivable in the accompanying balance sheets (see
Note B).
The Company has a 50% interest in Pacific Ocean Leasing Ltd. ("POL"), a
Bermuda corporation. POL presently owns one Boeing 767-200 aircraft, one spare
engine and various spare parts on lease to an airline. Additionally, the
Company has a subordinated loan to POL, which is included in Notes Receivable
on the accompanying balance sheets (see Note B).
The Company has a 25% interest in Pacific Asia Leasing Ltd. ("PAL"), a
Bermuda corporation. PAL presently owns one Boeing 767-300ER aircraft on lease
to an airline. The Company guaranteed a bridge loan in connection with such
purchase (see Note J).
In 1993, the Company invested $1,601 for a 50% interest in Hoeri Corporation
("Hoeri"), a British Virgin Islands corporation. Hoeri presently owns one
McDonnell Douglas MD-81 on lease to an airline. The Company has a subordinated
loan to Hoeri which is included in Notes Receivable on the accompanying
balance sheets (see Note B).
NOTE E--DEBT FINANCING
Debt financing is comprised of the following:
<TABLE>
<CAPTION>
1993 1992
---------- ----------
<S> <C> <C>
Commercial Paper (weighted average interest rate at
December 31, 3.34% (1993) and 3.47% (1992))....... $1,444,977 $ 944,451
Term Notes......................................... 2,550,000 1,800,000
Medium-Term Notes.................................. 1,765,920 1,428,000
9.52% Notes, payable in varying installments to
1996.............................................. 48,528 49,529
Canadian bankers' acceptances payable in equal
quarterly installments to 1994.................... 250 1,250
Bank term debt..................................... 20,000 26,100
Less: Deferred debt discount....................... (10,194) (7,042)
---------- ----------
$5,819,481 $4,242,288
========== ==========
</TABLE>
Bank Financing:
As of December 31, 1993, the Company had committed credit agreements with 29
commercial banks aggregating $1,015,000 and an uncommitted line of credit with
one commercial bank in the amount of $200,000. No amounts were outstanding at
December 31, 1993 and 1992. Bank debt principally provides for interest rates
that vary according to the pricing option then in effect and range from prime,
.30% to 3/8% over LIBOR or .425% to 1/2% over CD rates, at the option of the
Company. The interest rate on the uncommitted bank line is fixed for a period
of up to one year at a rate determined by the bank. Bank debt may be subject
to either compensating balances or commitment fees of up to .25% of amount
available. Bank financing is used primarily as backup for the Company's
Commercial Paper program.
27
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE E--DEBT FINANCING (CONTINUED)
Term Notes:
The Company has issued the following Notes which provide for a single
principal payment at maturity and cannot be redeemed prior to maturity:
<TABLE>
<CAPTION>
INITIAL
TERM 1993 1992
----------- ---------- ----------
<S> <C> <C> <C>
7.40% Notes due June 1, 1993.............. 2 years $ 100,000
6.50% Notes due April 1, 1994............. 2 years $ 100,000 100,000
Floating Rate Notes due September 1, 1994. 2 years 100,000 100,000
7.20% Notes due October 1, 1994........... 3 years 150,000 150,000
6% Notes due January 15, 1995............. 3 years 150,000 150,000
8.20% Notes due April 15, 1995............ 4 years 150,000 150,000
4 7/8% Notes due September 15, 1995....... 3 years 100,000 100,000
6 7/8% Notes due December 15, 1995........ 4 years 100,000 100,000
5 3/4% Notes due January 15, 1996......... 3 years 150,000
6 5/8% Notes due June 1, 1996............. 4 years 100,000 100,000
4 3/4% Notes due July 15, 1996............ 3 years 100,000
7.90% Notes due October 1, 1996........... 5 years 100,000 100,000
6 3/8% Notes due November 1, 1996......... 4 years 150,000 150,000
5 7/8% Notes due February 1, 1997......... 4 years 100,000
5 1/2% Notes due April 1, 1997............ 4 years 100,000
6 1/2% Notes due July 15, 1997............ 5 years 150,000 150,000
Floating Rate Notes due October 15, 1997.. 4 1/2 years 100,000
5 3/4% Notes due March 15, 1998........... 5 years 100,000
5 3/4% Notes due July 1, 1998............. 5 years 100,000
8.35% Notes due October 1, 1998........... 7 years 100,000 100,000
6 1/2% Notes due August 15, 1999.......... 7 years 100,000 100,000
6.20% Notes due May 1, 2000............... 7 years 100,000
8 7/8% Notes due April 15, 2001........... 10 years 150,000 150,000
---------- ----------
$2,550,000 $1,800,000
========== ==========
</TABLE>
Medium-Term Notes:
The Company's Medium-Term Notes bear interest at rates varying between 3.57%
and 10.25%, inclusive, with maturities from 1994 through 2003. The Medium-Term
Notes provide for a single principal payment at the maturity of the respective
note. They cannot be redeemed by the Company prior to maturity.
9.52% Notes:
The 9.52% Notes, issued in a private placement by one of the Company's
subsidiaries, provide for annual principal payments in varying amounts through
1996 and are collateralized by certain leases.
28
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
NOTE E--DEBT FINANCING (CONTINUED)
Interest Rate Swaps:
At December 31, 1993 and 1992, the Company had interest rate swap agreements
with aggregate notional amounts of $225,000 and $125,000, respectively, that
it uses to convert fixed and variable rates on various outstanding debt
obligations. Net receipts or payments under the agreements are recognized as
adjustments to interest expense. The agreements expire in 1994, 1996 and 1998.
Maturities of debt financing (excluding commercial paper) at December 31,
1993 are as follows:
<TABLE>
<S> <C>
1994........................................................... $ 765,025
1995........................................................... 795,901
1996........................................................... 905,052
1997........................................................... 802,235
1998........................................................... 614,235
Thereafter..................................................... 502,250
----------
$4,384,698
==========
</TABLE>
Under the most restrictive provisions of the related borrowings,
consolidated retained earnings at December 31, 1993, in the amount of $258,842
are unrestricted as to payment of dividends.
NOTE F--SHAREHOLDERS' EQUITY
Preferred Stock:
In November 1993 and December 1992, 500 shares each of Series C and D and
500 shares each of Series A and B, respectively, of Market Auction Preferred
Stock ("MAPS") were issued in connection with public offerings at $100,000 per
share. Proceeds, net of issuance costs, to the Company were $98,472 (1993) and
$98,568 (1992). The MAPS have a liquidation value of $100,000 per share and
are not convertible. The dividend rate, other than the initial rate, for each
dividend period for each series will be reset approximately every 7 weeks (49
days) on the basis of orders placed in an auction. At December 31, 1993, the
dividend rates (initial rate) for Series C and D were both 2.92% and the
dividend rates for Series A and B were 2.97% and 3.02%, respectively.
Stock Appreciation Rights:
Stock Appreciation Rights ("SARs") were granted to certain employees of the
Company during 1990. The SARs granted generally vest over a nine year period
from the effective date and are exercisable immediately upon vesting. SARs
initially have no value but can gain a cash value based upon the difference
between a Benchmark Price and a Formula Price (based on adjusted pre-tax cash
flow of the Company), but not in excess of an aggregate of $150,000, to be
accrued and paid over the period of the plan. The SAR plan became effective on
January 1, 1991. No value has been earned or accrued under the SAR plan as of
December 31, 1993.
29
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE G--RENTAL INCOME
Minimum future rentals on noncancelable operating leases of flight equipment
which have been delivered at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
YEAR ENDED
----------
<S> <C>
1994................................... $ 717,735
1995................................... 638,449
1996................................... 473,211
1997................................... 318,759
1998................................... 188,990
Thereafter............................. 126,574
----------
$2,463,718
==========
</TABLE>
Additional rentals earned by the Company based on the lessees' usage
aggregated $101,761 (1993), $72,589 (1992) and $41,974 (1991). Flight
equipment is leased, under operating leases, for periods ranging from one to
11 years.
NOTE H--INCOME TAXES
The provision (benefit) for income taxes is comprised of the following:
<TABLE>
<CAPTION>
1993 1992 1991
-------- ------- -------
<S> <C> <C> <C>
Current:
Federal.......................................... $ (8,522) $34,944 $(4,300)
State............................................ 3,826 4,445 841
-------- ------- -------
(4,696) 39,389 (3,459)
Deferred:
Federal.......................................... 103,220 46,513 49,255
State............................................ 10,551 2,589 4,374
-------- ------- -------
113,771 49,102 53,629
-------- ------- -------
$109,075 $88,491 $50,170
======== ======= =======
</TABLE>
The provision for deferred income taxes is comprised of the following
temporary differences:
<TABLE>
<CAPTION>
1993 1992 1991
-------- ------- -------
<S> <C> <C> <C>
Accelerated depreciation on flight equipment...... $108,548 $47,906 $49,381
Excess of state income taxes not currently
deductible for Federal income tax purposes....... (3,698) (880) (1,487)
Deferred sales-type leases........................ (1,092) (3,644) 1,990
Provision for overhauls........................... (3,613) (3,666) (3,477)
Rentals received in advance....................... (1,077) (4,149) 24
Straight line rents............................... 7,269 13,168
Changes in tax rates.............................. 6,056 -- --
Other............................................. 2,659 (1,874) (999)
Investment and other tax credits.................. (1,281) 2,096 810
-------- ------- -------
Subtotal...................................... 113,771 48,957 46,242
Decrease (increase) in net operating loss for tax
purposes only.................................... -- 145 7,387
-------- ------- -------
113,771 $49,102 $53,629
======== ======= =======
</TABLE>
30
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE H--INCOME TAXES (CONTINUED)
The deferred tax liability at December 31, 1993 consists of the following:
<TABLE>
<S> <C>
Accelerated depreciation on flight equipment................... $350,779
Excess of state income taxes not currently deductible for
Federal income tax purposes................................... (10,715)
Deferred sales-type leases..................................... 17,441
Provision for overhauls........................................ (17,246)
Rentals received in advance.................................... (16,290)
Straight line rents............................................ 20,991
Other.......................................................... (5,207)
--------
$339,753
========
</TABLE>
A reconciliation of computed expected total provision for income taxes to
the amount recorded is as follows:
<TABLE>
<CAPTION>
1993 1992 1991
-------- ------- -------
<S> <C> <C> <C>
Computed expected provision based upon a federal
rate of 35% (1993) and 34% (1992 and 1991) ....... $97,174 $83,722 $47,498
State income taxes, net of Federal income taxes.... 9,345 4,642 3,442
Foreign sales corporation benefit.................. (3,324) -- --
Dividend received exclusion........................ (598) (1,526) (1,519)
Other.............................................. 422 1,653 749
Adjustments of deferred tax liability for changes
in tax rates...................................... 6,056 -- --
-------- ------- -------
$109,075 $88,491 $50,170
======== ======= =======
</TABLE>
The Company adopted the Liability Method of accounting for income taxes in
its financial statements for the year ended November 30, 1987. The issuance in
February 1992 by the Financial Accounting Standards Board of Statement No.
109, "Accounting for Income Taxes," had no material effect on the Company's
accounting for income taxes.
NOTE I--OTHER INFORMATION
Concentration of Credit Risk
The Company leases and sells aircraft to airlines. All of the lease
receivables and the majority of notes receivable are from airlines located
throughout the world. The Company generally obtains deposits on leases and
obtains collateral in flight equipment on notes receivable. The Company has no
single customer which accounts for 10% or more of revenues.
Segment Information
The Company operates within one industry, the marketing of flight equipment
through leasing and sales.
Revenues include rentals of flight equipment to foreign airlines of $655,773
(1993), $546,452 (1992) and $377,390 (1991).
31
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE I--OTHER INFORMATION (CONTINUED)
Miscellaneous
Interest and other revenue includes dividend income from its investment in
Alaska Air Group $2,431 (1993), $6,400 (1992) and $6,383 (1991) and security
deposit forfeitures and early lease termination fees of $16,329 (1993), $8,565
(1992) and $13,471 (1991).
Employee Benefit Plans
The Company's employees participate in various benefit plans sponsored by
AIG, including a noncontributory qualified defined benefit retirement plan and
a voluntary savings plan (401(k) plan).
AIG's U.S. plans do not separately identify projected benefit obligations
and plan assets attributable to employees of participating affiliates. AIG's
projected benefit obligations exceeded the plan assets at December 31, 1993 by
$27,075.
Gain on Disposition of Assets
During 1992, proceeds from the sale and leaseback of aircraft were $26,000.
The gain of $7,069 was deferred and is being credited to rent expense over the
term of the applicable lease agreement.
NOTE J--COMMITMENTS AND CONTINGENCIES
Aircraft orders and options
At December 31, 1993, the Company had committed to purchase 227 aircraft
deliverable from 1994 through 1999 at an estimated aggregate purchase price
(including adjustment for anticipated inflation) of approximately $12,949,300.
At December 31, 1993, the Company had options to purchase 58 aircraft
deliverable from 1996 through 1999 at an estimated aggregate purchase price
(including adjustment for anticipated inflation) of approximately $3,444,900.
Most of these purchase commitments and options are based upon master
arrangements with each of The Boeing Company ("Boeing"), AVSA, S.A.R.L., the
sales subsidiary of Airbus Industrie ("Airbus") and McDonnell Douglas
Corporation ("McDonnell Douglas").
The Boeing aircraft (models 737, 747, 757, 767 and 777), the Airbus aircraft
(models A300, A310, A319, A320, A321, A330 and A340) and the McDonnell Douglas
aircraft (model MD-11) described above are either being purchased, or the
options to purchase have been granted, pursuant to purchase agreements
executed by the Company and Boeing, Airbus or McDonnell Douglas, respectively.
These agreements establish the pricing formulas (which include certain price
adjustments based upon inflation and other factors) and various other terms
with respect to the purchase of aircraft. Under certain circumstances, the
Company has the right to alter the mix of aircraft type ultimately acquired.
As of December 31, 1993, the Company had made non-refundable deposits
(exclusive of capitalized interest) with respect to the aircraft which the
Company has committed to purchase of approximately $427,572, $274,206 and
$36,824 with Boeing, Airbus and McDonnell Douglas, respectively.
32
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE J--COMMITMENTS AND CONTINGENCIES (CONTINUED)
If all 285 aircraft were to be acquired, the estimated aggregate purchase
price (including adjustment for anticipated inflation) would be approximately
$16,394,200. Management anticipates that a significant portion of such
aggregate purchase price will be funded by incurring additional debt. The
exact amount of the indebtedness to be incurred will depend upon the actual
purchase price of the aircraft, which can vary due to a number of factors,
including inflation, and the percentage of the purchase price of the aircraft
which must be financed.
For a fee paid in 1991, the Company entered into an option agreement wherein
the Company will purchase an aircraft in 1994 for $66,488.
Asset Value Guarantees
The Company guaranteed a portion of the residual value of one aircraft for a
fee paid in 1990. The Company guaranteed a portion of the residual value of
four aircraft for fees paid in 1991. The aggregate guarantees approximate
$87,600 at December 31, 1993 and, if called upon, are payable in the amounts
of $3,600 (1994), $21,000 (2000) and $63,000 (2003).
Other Guarantees
In connection with the acquisition of an aircraft in 1990 by POL (See Note
D), in which the Company has an investment, the Company has guaranteed the
payment of interest in excess of 9.25% if POL is unable to pay. The interest
rate at December 31, 1993 was 4.00%.
In connection with the acquisition of eight aircraft by affiliates, the
Company guaranteed the loans, which at December 31, 1993 aggregated $44,241.
In connection with the sale of an aircraft in 1993, the Company received a
$2 million payment toward the final financing of the aircraft. If the
financing is not completed by the buyer, the Company is obligated to finance
the $2 million payment.
NOTE K--FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating
its fair value disclosures for financial instruments:
Cash and cash equivalents: The carrying value reported in the balance
sheet for cash and cash equivalents approximates its fair value.
Notes receivable: The fair values for notes receivable are estimated
using discounted cash flow analyses, using interest rates currently being
offered for similar loans to borrowers with similar credit ratings.
33
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(DOLLARS IN THOUSANDS)
NOTE K--FAIR VALUES OF FINANCIAL INSTRUMENTS (CONTINUED)
Investments: It was not practicable to estimate the fair value of most of
the Company's investments in the common and preferred stocks of other
companies because of the lack of a quoted market price and the inability to
estimate fair value without incurring excessive costs. The carrying amount
at December 31, 1993 represents the original cost or original cost plus the
Company's share of earnings of the investment, which management believes is
not impaired.
Debt financing: The carrying value of the Company's commercial paper and
term debt maturing within one year approximates its fair value. The fair
value of the Company's long-term debt is estimated using discounted cash
flow analyses, based on the Company's spread to Treasuries for similar debt
at year-end.
Off-balance-sheet instruments: Fair values for the Company's off-balance-
sheet instruments are based on pricing models or formulas using current
assumptions (swaps) and the amount of the guarantee which would not be
covered by the fair value of the underlying collateral (loan guarantees and
asset value guarantees).
The carrying amounts and fair values of the Company's financial instruments
at December 31, 1993 are as follows:
<TABLE>
<CAPTION>
CARRYING
AMOUNT OF FAIR VALUE OF
ASSET (LIABILITY) ASSET (LIABILITY)
----------------- -----------------
<S> <C> <C>
Cash and cash equivalents................ $ 61,566 $ 61,566
Notes receivable......................... 337,855 338,136
Investments.............................. 17,837 19,507
Debt financing........................... (5,819,481) (5,983,654)
Off-balance-sheet instruments:
Swaps.................................. -- 3,844
Loan guarantees........................ -- --
Asset value guarantees................. -- --
</TABLE>
34
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE II--AMOUNTS RECEIVABLE FROM RELATED PARTIES AND UNDERWRITERS,
PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F COL. G
------ ------------ --------- --------- ------- ------ ---------
DEDUCTIONS
------------------------ BALANCE
BALANCE AMOUNTS AT END
AT BEGINNING AMOUNTS WRITTEN OF
NAME OF DEBTOR OF PERIOD ADDITIONS COLLECTED OFF OTHER PERIOD(A)
-------------- ------------ --------- --------- ------- ------ ---------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
Aeronautical Support, Inc... $2,823 $ 143 $700 $400(b) $1,580
International Aircraft
Investors.................. 4,546 $1,855 1,672 4,729
Pacific Ocean Leasing Ltd... 2,938 62 1,000 2,000
Hoeri Corp.................. 173 173
YEAR ENDED DECEMBER 31, 1992
Aeronautical Support, Inc... $4,398 $1,575 $2,823
International Aircraft
Investors.................. 1,460 $3,185 99 4,546
Pacific Ocean Leasing Ltd... 3,038 100 2,938
YEAR ENDED DECEMBER 31, 1991
Aeronautical Support, Inc... $2,970 $2,410 $982 $4,398
International Aircraft
Investors.................. 1,500 40 1,460
Pacific Ocean Leasing Ltd... 3,038 3,038
<FN>
- - -----------
The Company has investments in the above entities.
Notes:
(a) The balance at end of period does not include $23,502 (1993), $26,898
(1992) and $8,036 (1991) in loans to airlines in which the Company has
investments as they arose in the ordinary course of business.
(b) Converted into equity.
</TABLE>
35
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE V--PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
------ ------------ ---------- ----------- ------------- ----------
BALANCE OTHER CHANGES BALANCE
AT BEGINNING ADDITIONS ADD (DEDUCT) AT END
CLASSIFICATION OF PERIOD AT COST RETIREMENTS DESCRIBE OF PERIOD
-------------- ------------ ---------- ----------- ------------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
Flight equipment............. $5,322,025 $2,372,789 $441,560 $41,987(1) $7,295,241
YEAR ENDED DECEMBER 31, 1992
Flight equipment............. $3,860,478 $1,665,978 $204,431 $ 0 $5,322,025
YEAR ENDED DECEMBER 31, 1991
Flight equipment............. $2,904,773 $1,090,460 $134,755 $ 0 $3,860,478
<FN>
- - --------
(1) Flight equipment was received in exchange for notes receivable.
</TABLE>
36
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE VI -- ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
------ --------- ---------- ----------- ------------- --------
BALANCE ADDITIONS BALANCE
AT CHARGED TO OTHER CHANGES AT END
BEGINNING COST AND ADD (DEDUCT) OF
DESCRIPTION OF PERIOD EXPENSE RETIREMENTS DESCRIBE PERIOD
----------- --------- ---------- ----------- ------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
Flight equipment............. $562,126 $268,170 $50,892 $ 0 $779,404
YEAR ENDED DECEMBER 31, 1992
Flight equipment............. $407,329 $192,165 $37,368 $ 0 $562,126
YEAR ENDED DECEMBER 31, 1991
Flight equipment............. $271,146 $161,725 $25,542 $ 0 $407,329
</TABLE>
37
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE VIII -- VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E
------ ------------ --------------------------- ------------ -------------
ADDITIONS
BALANCE AT CHARGED TO CHARGED TO
BEGINNING OF COSTS AND OTHER ACCOUNTS-- DEDUCTIONS-- BALANCE AT
DESCRIPTION PERIOD EXPENSES DESCRIBE DESCRIBE(1) END OF PERIOD
----------- ------------ ---------- ---------------- ------------ -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Reserve for overhaul:
Year ended December 31,
1993................... $34,965 $39,893 $ 0 $30,015 $44,843
Year ended December 31,
1992................... $25,171 $28,055 $675(2) $18,936 $34,965
Year ended December 31,
1991................... $16,820 $15,133 $713(3) $ 7,495 $25,171
<FN>
- - --------
(1)Reimbursements to lessees for overhauls performed.
(2)Payments received from lessees in lieu of compliance with return conditions.
(3)Overhaul reserves acquired on purchase of used aircraft.
</TABLE>
38
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
SCHEDULE IX -- SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
------ ------------- -------- ----------- ----------- ----------
WEIGHTED
MAXIMUM AVERAGE AVERAGE
WEIGHTED AMOUNT AMOUNT INTEREST
AVERAGE OUTSTANDING OUTSTANDING RATE
CATEGORY OF AGGREGATE BALANCE AT INTEREST DURING THE DURING THE DURING THE
SHORT-TERM BORROWING END OF PERIOD RATE PERIOD PERIOD(1) PERIOD(2)
--------------------- ------------- -------- ----------- ----------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1993
Commercial paper................ $1,444,977 3.34% $1,491,364 $1,184,988 3.32%
Amounts payable to banks(3)..... -- -- $ 0 $ 0 --
YEAR ENDED DECEMBER 31, 1992
Commercial paper................ $ 944,451 3.47% $1,189,764 $ 987,901 4.01%
Amounts payable to banks(3)..... -- -- $ 262,000 $ 59,932 4.18%
YEAR ENDED DECEMBER 31, 1991
Commercial paper................ $ 714,130 5.27% $ 797,747 $ 666,510 6.56%
Amounts payable to banks(3)..... -- -- $ 663,000 $ 335,633 6.96%
<FN>
- - ------------
(1) The average amount outstanding during the period was computed by dividing
the total daily outstanding principal balances by the number of days in
the period.
(2) The weighted average interest rate during the period was computed by
dividing the daily interest rate weighted by daily outstanding principal
balances by the sum of daily outstanding principal balances.
(3) Amounts payable to banks represent borrowings under lines of credit and
term revolvers. See Note E of notes to consolidated financial statements.
</TABLE>
39
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: March 16, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By LESLIE L. GONDA
----------------------------------------
Leslie L. Gonda
Chairman of the Board
Pursuant to requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
LESLIE L. GONDA Director March 16, 1994
- - ----------------------------------
Leslie L. Gonda
STEVEN F. UDVAR-HAZY Director March 16, 1994
- - ----------------------------------
Steven F. Udvar-Hazy
LOUIS L. GONDA Director March 16, 1994
- - ----------------------------------
Louis L. Gonda
M. R. GREENBERG Director March 16, 1994
- - ----------------------------------
M. R. Greenberg
EDWARD E. MATTHEWS Director March 16, 1994
- - ----------------------------------
Edward E. Matthews
PETROS K. SABATACAKIS Director March 16, 1994
- - ----------------------------------
Petros K. Sabatacakis
HOWARD I. SMITH Director March 16, 1994
- - ----------------------------------
Howard I. Smith
ALAN H. LUND Chief Financial Officer and March 16, 1994
- - ---------------------------------- Chief Accounting Officer
Alan H. Lund
</TABLE>
40
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT.
Since the Registrant is a wholly owned subsidiary of AIG, no annual report
to security holders for the year ended December 31, 1993 or proxy statement,
form of proxy or other proxy soliciting materials have been sent to securities
holders since January 1, 1990.
41
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
3.1 Amended and Restated Articles of Incorporation of the
Company filed November 17, 1992 (filed as an exhibit to
Registration Statement No. 33-54294 and incorporated
herein by reference).
3.2 Certificate of Determination of Preferences of
Preferred Stock filed December 9, 1992 (filed as an
exhibit to Registration Statement No. 33-54294 and
incorporated herein by reference).
3.3 Certificate of Determination of Preferences of
Preferred Stock filed November 18, 1993 (filed as an
exhibit to Registration Statement 33-50913 and
incorporated herein by reference).
3.4 By-Laws of the Company, including amendment thereto
dated August 31, 1990 (filed as an exhibit to
Registration Statement No. 33-37600 and incorporated
herein by reference).
4.1 Indenture, dated as of March 1, 1986, between the
Company and National Westminster Bank (U.S.A.), as
Trustee (filed as an exhibit to Registration Statement
No. 33-24411 and incorporated herein by reference).
4.2 Supplemental Indenture, dated August 15, 1990,
substituting Shawmut Bank, N.A., as trustee under the
Indenture referred to in Item 4.1 (filed as an exhibit
to Form 10-K for the thirteen months ended December 31,
1990 and incorporated herein by reference).
4.3 Indenture, dated as of November 1, 1990, between the
Company and Shawmut Bank, N.A., as Trustee (filed as an
exhibit to Registration Statement No. 33-37600 and in-
corporated herein by reference).
4.4 Indenture dated as of November 1, 1991, between the
Company and Continental Bank, National Association as
Trustee (filed as an exhibit to Registration Statement
No. 33-43698 and incorporated herein by reference).
4.5 The Company agrees to furnish to the Commission upon
request a copy of each instrument with respect to is-
sues of long-term debt of the Company and its subsidi-
aries, the authorized principal amount of which does
not exceed 10% of the consolidated assets of the Com-
pany and its subsidiaries.
10.1 Employment Agreement with Leslie L. Gonda (filed as an
exhibit to Form 10-Q for the fiscal quarter ended May
31, 1990 and incorporated herein by reference).
10.2 Employment Agreement with Steven F. Udvar-Hazy (filed
as an exhibit to Form 10-Q for the fiscal quarter ended
May 31, 1990 and incorporated herein by reference).
10.3 Employment Agreement with Louis L. Gonda (filed as an
exhibit to Form 10-Q for the fiscal quarter ended May
31, 1990 and incorporated herein by reference).
10.4 Amended Memorandum of Understanding between the Company
and The Boeing Company dated July 18, 1986 (filed as an
exhibit to Form 8-K, dated July 31, 1986 and incorporated
herein by reference).
10.5 Purchase Agreement Nos. 1497, 1498, 1499 and 1500,
dated August 25, 1988, between The Boeing Company and
the Company (filed as exhibits to Form 8-K dated
August 25, 1988 and incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.6 General Terms Agreement, dated November 10, 1988 be-
tween AVSA, S.A.R.L. and the Company, including Letter
Agreements Nos. 1 through 5 relating thereto (filed as
exhibits to Form 8-K, dated January 25, 1989 and incor-
porated herein by reference).
10.7 Purchase Agreements Nos. A300, A310, A320 and A330,
dated November 10, 1988, between AVSA, S.A.R.L. and the
Company, including Letter Agreements relating thereto
(filed as exhibits to Form 8-K, dated January 25, 1989
and incorporated herein by reference).
10.8 Amended and Restated Loan Agreement dated as of
December 1, 1990, with National Westminster Bank PLC
(filed as an exhibit to Form 10-K for the thirteen
months ended December 31, 1990 and incorporated herein
by reference).
10.9 Note Purchase Agreement dated as of January 12, 1989,
among ILFC, ILFC Canada and the Note Purchasers named
therein (filed as exhibit to Form 8-K dated January 19,
1989 and incorporated herein by reference).
10.10 Credit Agreement dated as of January 12, 1989 among the
Company, ILFC Canada and The Industrial Bank of Japan
(Canada) (filed as exhibit to Form 8-K dated January
19, 1989 and incorporated herein by reference).
10.11 Amendment No. 2, dated February 14, 1990, to A320 Pur-
chase Agreement, dated November 10, 1988, between AVSA,
S.A.R.L. and the Company (filed as an exhibit to Form
10-K for the thirteen months ended December 31, 1990
and incorporated herein by reference).
10.12 Purchase Agreement A321 dated February 14, 1990, be-
tween AVSA, S.A.R.L. and the Company, including Letter
Agreements relating thereto (filed as an exhibit to
Form 10-K for the thirteen months ended December 31,
1990 and incorporated herein by reference).
10.13 Loan Agreement dated as of April 7, 1992 between the
Company and The Toyo Trust and Banking Co., Ltd., Los
Angeles Agency (filed as an exhibit to Form 10-K for
the year ended December 31, 1992 and incorporated
herein by reference).
10.14 Amendment No. 1 dated as of June 18, 1991 to Purchase
Agreement No. A330 dated as of November 10, 1988
between AVSA, S.A.R.L. and the Company (filed as an
exhibit to Form 10-K for the year ended December 31,
1991 and incorporated herein by reference).
10.15 Amendments Nos. 3, 4, 6 and 7 dated as of June 18,
1991, December 20, 1991, November 30, 1992 and December
10, 1992, respectively, to Purchase Agreement No. A320
dated as of November 10, 1988 between AVSA, S.A.R.L.
and the Company (filed as an exhibit to Form 10-K for
the year ended December 31, 1992 and incorporated
herein by reference).
10.16 Amendments Nos. 1 and 2 dated as of June 18, 1991 and
as of December 10, 1992, respectively, to Purchase
Agreement No. A321 dated as of February 14, 1990
between AVSA, S.A.R.L. and the Company (filed as an
exhibit to Form 10-K for the year ended December 31,
1992 and incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.17 Amendment No. 2 dated as of December 10, 1992 to Pur-
chase Agreement No. A330 dated as of November 10, 1988
between AVSA, S.A.R.L. and the Company (filed as an ex-
hibit to Form 10-K for the year ended December 31, 1992
and incorporated herein by reference).
10.18 Supplemental Agreements Nos. 1, 2 and 3 dated as of No-
vember 27, 1989, December 19, 1989, and December 5,
1990, respectively, to Purchase Agreement No. 1497
dated as of August 25, 1988 between The Boeing Company
and the Company; Supplemental Agreement No. 1 dated
March 30, 1989 to Purchase Agreement No. 1498 dated as
of August 25, 1988 between The Boeing Company and the
Company; Supplemental Agreements Nos. 1, 2, 3, 5, 9,
10, 11, 12, 13 and 14 dated as of March 30, 1989, Au-
gust 21, 1989, December 19, 1989, May 1, 1991, August
21, 1992, August 21, 1992, September 21, 1992, November
23, 1992, December 15, 1992 and January 15, 1993, re-
spectively, to Purchase Agreement No. 1499 dated as of
August 25, 1988 between The Boeing Company and the Com-
pany; Supplemental Agreements Nos. 1, 4, 5 and 9 dated
as of March 30, 1989, December 19, 1989, February 22,
1990 and May 21, 1991, respectively, to Purchase Agree-
ment No. 1500 dated as of August 25, 1988 between The
Boeing Company and the Company and Letter Agreement No.
6-1162-SRC-2044 (filed as an exhibit to Form 10-K for
the year ended December 31, 1992 and incorporated
herein by reference).
10.19 Purchase Agreements, Nos. 1768, 1769, 1770, 1771 and
1772, dated as of December 15, 1992 between The Boeing
Company and the Company, including Letter Agreements
related to each Purchase Agreement (filed as an exhibit
to Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference).
10.20 Letter Agreement No. 6-1162-KAC-1403R6 dated as of
April 13, 1993, to Purchase Agreement No. 1500 between
The Boeing Company and the Company (filed as an exhibit
to Form 10-Q dated March 31, 1993 and incorporated
herein by reference).
10.21 Supplemental Agreement No. 18, dated as of April 13,
1993 to Purchase Agreement No. 1500 between The Boeing
Company and the Company (filed as an exhibit to Form
10-Q dated March 31, 1993 and incorporated herein by
reference).
10.22 Revolving Credit Agreement dated as of June 1, 1993,
among International Lease Finance Corporation, Union
Bank of Switzerland, Los Angeles Branch, and the other
banks listed therein providing up to $566,666,662
(filed as an exhibit to Form 8-K dated July 14, 1993
and incorporated herein by reference).
10.23 Revolving Credit Agreement dated as of June 1, 1993,
among International Lease Finance Corporation, Union
Bank of Switzerland, Los Angeles Branch, and the other
banks listed therein providing up to $283,333,338
(filed as an exhibit to Form 8-K dated July 14, 1993
and incorporated herein by reference).
10.24 Supplemental Agreement No. 16, dated as of March 10,
1993, to Purchase Agreement No. 1500 between The Boeing
Company and International Lease Finance Corporation
(filed as an exhibit to Form 8-K dated July 14, 1993
and incorporated herein by reference).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.25 Supplemental Agreement No. 1, dated as of June 4, 1993,
to Purchase Agreement No. 1771 between The Boeing
Company and International Lease Finance Corporation
(filed as an exhibit to Form 8-K dated July 14, 1993
and incorporated herein by reference).
10.26 Supplemental Agreement No. 2, dated July 15, 1993, to
Purchase Agreement No. 1771 between The Boeing Company
and the Company (filed as an exhibit to Form 10-Q dated
June 30, 1993 and incorporated herein by reference).
10.27 Supplemental Agreement No. 5, dated as of July 28,
1993, to Purchase Agreement No. 1497 between The Boeing
Company and the Company (filed as an exhibit to Form
10-Q dated June 30, 1993 and incorporated herein by
reference).
10.28 Amendment No. 3, dated as of September 22, 1993, to the
Airbus A330 Purchase Agreement, dated as of February
24, 1989, between AVSA, S.A.R.L. and the Company (filed
as an exhibit to Form 10-Q dated June 30, 1993 and
incorporated herein by reference).
10.29 Amendments Nos. 8 and 9 dated October 29, 1993 and
January 3, 1994, respectively, to the Airbus A320
Purchase Agreement dated as of November 10, 1988
between AVSA, S.A.R.L. and the Company (Confidential
treatment requested).
10.30 Amendments Nos. 3 and 4 dated January 3, 1994 and
February 28, 1994, respectively, to the Airbus A321
Purchase Agreement dated as of February 14, 1990
between AVSA, A.S.R.L. and the Company (Confidential
treatment requested).
10.31 Supplemental Agreement No. 6 dated November 10, 1993 to
Purchase Agreement No. 1497 dated as of August 25, 1988
between The Boeing Company and the Company (Confiden-
tial treatment requested).
10.32 Supplemental Agreement No. 10, dated November 12, 1993,
to Purchase Agreement No. 1498 dated as of August 25,
1988 between The Boeing Company and the Company
(Confidential treatment requested).
10.33 Supplemental Agreements Nos. 17 and 18, each dated Oc-
tober 26, 1993, to Purchase Agreement No. 1499 dated as
of August 25, 1988 between The Boeing Company and the
Company (Confidential treatment requested).
10.34 Supplemental Agreement No. 2 dated December 7, 1993 to
Purchase Agreement No. 1770 dated as of December 15,
1992 between The Boeing Company and the Company
(Confidential treatment requested).
10.35 Supplemental Agreement No. 3 dated October 6, 1993 to
Purchase Agreement No. 1771 dated as of December 15,
1992 between The Boeing Company and the Company (Confi-
dential treatment requested).
10.36 Letter Agreement No. 6-1162-RLL-886 dated November 12,
1993 to Purchase Agreement No. 1497 dated as of August
25, 1988 between The Boeing Company and the Company
(Confidential treatment requested).
10.37 Letter Agreement No. 6-1162-KAC-1736 dated October 20,
1993 to Purchase Agreement No. 1498 dated as of August
25, 1988 between The Boeing Company and the Company
(Confidential treatment requested).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
------- ----------- ------------
<C> <S> <C>
10.38 Letter Agreement No. 6-1162-RLL-475R dated November 12,
1993 to Purchase Agreement No. 1768 dated as of
December 15, 1992 between The Boeing Company and the
Company (Confidential treatment requested).
12. Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends.
24. Consent of Ernst & Young.
</TABLE>
<PAGE>
Exhibit 10.29
Amendment No. 8
TO THE A320 PURCHASE AGREEMENT
dated as of November 10, 1988
between
AVSA, S.A.R.L.,
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 8 (hereinafter referred to as the "Amendment") entered into
as of October 29, 1993, by and between AVSA, S.A.R.L., a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond Point Maurice Bellonte,
31700 Blagnac (France) (hereinafter referred to as the "Seller"), and
INTERNATIONAL LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, United States of America, having its
principal corporate offices located at 1999 Avenue of the Stars, 39th Floor, Los
Angeles, California 90067 (hereinafter referred to as the "Buyer").
WITNESSETH:
WHEREAS, the Buyer and the Seller entered into an A320 Purchase Agreement, dated
as of November 10, 1988, relating to the sale by the Seller and the purchase by
the Buyer of eighteen (18) firmly ordered Airbus Industrie A320-200 model
aircraft (the "Aircraft") and eleven (11) option Airbus Industrie A320-200 model
aircraft (the "Option Aircraft"), which agreement, as previously amended by and
supplemented with all Exhibits, Appendices and Letter Agreements attached
thereto and as amended by Amendment No. 1, dated as of February 24, 1989,
Amendment No. 2, dated as of February 14, 1990, Amendment No. 3, dated as of
June 18, 1991, Amendment No. 4, dated as of December 20, 1991, Amendment No. 5,
dated as of June 24, 1992, Amendment No. 6, dated as of November 30, 1992, and
Amendment No. 7, dated as of December 10, 1992, is hereinafter called the
"Agreement."
WHEREAS, the Buyer now desires to increase its order by five (5) firmly ordered
aircraft (individually and collectively referred to as the "New Firm Aircraft")
under the terms and conditions set forth in this Amendment.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
<PAGE>
1. ORDER
-----
The Buyer hereby firmly orders the New Firm Aircraft.
It is agreed that the terms and conditions of the sale and purchase of
the New Firm Aircraft shall be the same as those applying to
Incremental Aircraft, as such term is defined in Amendment No. 7 to
the Agreement (and which terms are the same as those applying to
Aircraft, except as specifically set forth to the contrary in
Amendment No. 7 to the Agreement), except as specifically set forth to
the contrary in this Amendment in respect of the New Firm Aircraft.
2. SPECIFICATION
-------------
2.1 Subclause 3.2 of the Agreement is hereby superseded and replaced by
the following provisions, with respect to the New Firm Aircraft:
QUOTE
3.2 The New Firm Aircraft shall be manufactured in accordance with the
A320-200 Standard Specification, Document No. D.000.02000, Issue 3,
dated May 4, 1992 (a copy of which is annexed as Exhibit "A" of
Amendment No. 8 to this Agreement) as amended by the change orders set
forth in Exhibit "B" of Amendment No. 8 to this Agreement. Such
Standard Specification is hereinafter referred to as the
"Specification." The Specification may be further modified from time
to time pursuant to the General Terms Agreement.
UNQUOTE
2.2 The New Firm Aircraft shall be powered by International Aero Engines
IAE V2527-A5 Propulsion Systems.
3. PRICE
-----
Clause 4 of the Agreement is hereby superseded and replaced by the
following provisions, with respect to the New Firm Aircraft:
2
<PAGE>
QUOTE
4.1 Base Price of the New Firm Aircraft
-----------------------------------
The "Base Price" of each of the New Firm Aircraft is the sum of:
--the Base Price of the Airframe, and
--the Base Price of the Propulsion Systems.
4.1.1 Base Price of the Airframe
--------------------------
The Base Price of the Airframe shall be the base price of the A320-200
airframe as described in Exhibit "A" of Amendment No. 8 to this
Agreement (excluding Buyer Furnished Equipment and SCN's other than
those SCN's listed in Exhibit "B" to Amendment No. 8 to this
Agreement) at delivery conditions prevailing in January 1992, which is
*
This Base Price of the Airframe is subject to adjustment to the date
of delivery in accordance with the Airframe Price Revision Formula set
forth in Appendix 1 of Amendment No. 8 to this Agreement.
4.1.2 Base Price of the Propulsion Systems
------------------------------------
The Base Price of a set of IAE V2527-A5 Propulsion Systems is the sum
of the Base Prices quoted below in (i) and (ii):
(i) Base Price of the IAE V2527-A5 Engines
--------------------------------------
The Base Price of a set of two (2) IAE V2527-A5 Propulsion
Systems, including related equipment, ECM, nacelles and thrust
reversers, at delivery conditions prevailing in January 1992 is:
*
Said Base Price has been calculated with reference to the
Reference Price indicated by International Aero Engines of US *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
3
<PAGE>
in accordance with theoretical delivery conditions prevailing in
July 1988.
Said Reference Price is subject to adjustment to the date of
delivery of the Aircraft in accordance with the International
Aero Engines Price Revision Formula set forth in Appendix 2 of
Amendment No. 8 to this Agreement.
(ii) Base Price of Propulsion Systems Configuration Option
-----------------------------------------------------
The Base Price of the configuration option incurred by the
Seller for the IAE V2527-A5 engines, at delivery conditions
prevailing in January 1992, which is:
*
Said Base Price is subject to adjustment to the date of delivery
of the Aircraft in accordance with the Airframe Price Revision
Formula set forth in Appendix 1 of Amendment No. 8 to this
Agreement.
4.2 Validity of the Reference Price of the Propulsion Systems
---------------------------------------------------------
It is understood that the prices and the price revision formula
concerning the Propulsion Systems and related equipment are based on
information received from the Propulsion Systems manufacturer and
remain subject to any modifications that might be communicated by said
Propulsion Systems manufacturer to the Seller, the Manufacturer and/or
the Buyer.
4.3 Final Contract Price
--------------------
The Final Contract Price for the New Firm Aircraft at delivery thereof
shall be the sum of:
(i) the Base Price of the Airframe constituting a part of such New
Firm Aircraft, as adjusted at the time of actual delivery in
accordance with Subclause 4.1.1;
(ii) the price (as of delivery conditions prevailing in January 1992)
of any modifications
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4
<PAGE>
constituting a part of such New Firm Aircraft to be mutually
agreed in SCN's entered into pursuant to Clause 3 of the General
Terms Agreement after the date of execution of Amendment No. 8
to this Agreement, as adjusted at the time of actual delivery in
accordance with the Airframe Price Revision Formula in Appendix
1 of Amendment No. 8 to this Agreement;
(iii) the Base Price of the installed Propulsion Systems constituting
a part of such New Firm Aircraft, as adjusted at the time of
actual delivery in accordance with the applicable provisions of
Subclause 4.1.2; and
(iv) any other amount resulting from any other provisions of
Amendment No. 8 to this Agreement and/or any other written
agreement between the Buyer and the Seller relating to the New
Firm Aircraft and specifically making reference to the Final
Contract Price of any of the New Firm Aircraft.
UNQUOTE
4. DELIVERY SCHEDULE
-----------------
The delivery schedule set forth in Subclause 5.1 of the Agreement for
Aircraft is hereby amended by the addition of the New Firm Aircraft:
(i) Firmly Ordered New Firm Aircraft
--------------------------------
New Firm Aircraft No. 1 *
New Firm Aircraft No. 2 *
New Firm Aircraft No. 3 *
New Firm Aircraft No. 4 *
New Firm Aircraft No. 5 *
5. PREDELIVERY PAYMENTS
--------------------
All predelivery payments due with respect to each of the New Firm
Aircraft *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
5
<PAGE>
6. *
Paragraph 7 of Amendment No. 7 to the Agreement shall not apply to the
New Firm Aircraft.
7. *
The terms of Paragraph 9 of Amendment No. 7 to the Agreement and of
Paragraph C of Letter Agreement No. 1 to Amendment No. 7 (which terms
concern *) that apply to Incremental Aircraft, as such term is defined
in Amendment No. 7 to the Agreement, shall also apply to the New Firm
Aircraft.
8. CONFIDENTIALITY
---------------
Subject to any legal or governmental requirements of disclosure, the
parties (which for this purpose shall include their employees, agents
and advisors) shall maintain the terms and conditions of this
Amendment and any reports or other data furnished hereunder strictly
confidential. Without limiting the generality of the foregoing, the
Buyer shall use its best efforts to limit the disclosure of the
contents of this Amendment, to the extent legally permissible, in any
filing that the Buyer is required to make with any governmental
agency, and the Buyer shall make all applications that may be
necessary to implement the foregoing. The Buyer and the Seller shall
consult with each other prior to making any public disclosure,
otherwise permitted hereunder, of this Amendment or the terms and
conditions thereof. The provisions of this Paragraph 8 shall survive
any termination of this Amendment.
9. EFFECT OF AMENDMENT
-------------------
The Agreement shall be deemed amended to the extent herein provided,
and, except as specifically amended hereby, shall continue in full
force and effect in accordance with its original terms. All
capitalized terms not otherwise defined herein shall have the meanings
provided for in the Agreement.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
6
<PAGE>
10. GOVERNING LAW AND JURISDICTION
------------------------------
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT
SHALL BE DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL OR
STATE COURTS LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF THE
PARTIES HERETO IRREVOCABLY SUBMITS TO AND ACCEPTS SUCH JURISDICTION.
7
<PAGE>
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon this Amendment
shall constitute part of the Agreement.
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: Leslie L. Gonda By: Christophe Mourey
Its: Chairman of the Board Its: AVSA Chief Executive
Officer
Date: 10/29/93 Date: 10/29/93
8
<PAGE>
APPENDIX 1
----------
AIRFRAME PRICE REVISION FORMULA
-------------------------------
l. BASE PRICE
----------
The Base Price of the Airframe is as quoted in Paragraph 3 of the
Amendment.
The Base Price of the Propulsion Systems configuration option incurred by
the Seller for the IAE V2527-A5 Propulsion Systems is as quoted in
Paragraph 3 of the Amendment.
2. BASE PERIOD
-----------
The above Base Prices have been established in accordance with the averaged
economic conditions prevailing in December 1990/January 1991/February 1991
and corresponding to theoretical delivery conditions prevailing in January
1992 as defined by HEb and ICb index values indicated in Paragraph 4 of
this Appendix 1.
These Base Prices are subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics, and in accordance with the provisions of
Paragraphs 4 and 5 of this Appendix 1.
HEb and ICb index values indicated in Paragraph 4 of this Appendix 1 will
not be subject to any revision of these indexes.
3. REFERENCE INDEXES
-----------------
Labor Index: "Aircraft and Parts," Standard Industrial Classification
------------
372--Average hourly earnings (hereinafter referred to as "HE SIC 372"),
published by the US Department of Labor, Bureau of Labor Statistics, in
"Employment and Earnings," Establishment Data: Hours and Earnings
(Table C-2: Average hours and earnings of production or nonsupervisory
workers on private nonfarm payrolls by detailed industry).
Material Index: "Industrial Commodities" (hereinafter referred to as
--------------
"IC-Index"), published by the US Department of Labor, Bureau of Labor
Statistics, in "Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and individual items).
(Base year 1982 = 100.)
9
<PAGE>
APPENDIX 1
----------
4 - REVISION FORMULA
----------------
Pn = (Pb + F) (0.75 HEn/HEb + 0.25 ICn/ICb)
Where
Pn = Revised Base Price of the Airframe or of the nacelles and thrust
reversers or of the Propulsion Systems configuration option, as
applicable, at delivery of the New Firm Aircraft.
Pb = Base Price of the Airframe or of the nacelles and thrust
reversers or of the Propulsion Systems configuration option, as
applicable, at economic conditions December 1990/January
1991/February 1991 averaged (January 1992 delivery conditions).
F = (0.005 x N x Pb) Where N = The calendar year of
delivery of the New Firm Aircraft minus 1992.
HEn = The arithmetic average of HE SIC 372 for the llth, l2th and l3th
months prior to the month of delivery of the New Firm Aircraft
(2 decimals).
HEb = HE SIC 372 for December l990/January 1991/February 1991 averaged
(= 15.18).
ICn = The arithmetic average of the IC-Index for the llth, l2th and l3th
months prior to the month of delivery of the New Firm Aircraft
(l decimal).
ICb = IC-Index for December 1990/January 1991/February 1991
averaged (= 118.5).
In determining the Revised Base Price at delivery of the New Firm Aircraft,
each quotient shall be calculated to the nearest ten thousandth (4
decimals). If the next succeeding place is five (5) or more, the preceding
decimal place shall be raised to the next higher figure. The final factor
shall be rounded to the nearest ten thousandth (4 decimals).
After final computation, Pn shall be rounded to the next whole number
(0.5 or more rounded to l).
10
<PAGE>
APPENDIX 1
----------
5. GENERAL PROVISIONS
------------------
5.1 If the US Department of Labor substantially revises the methodology or
discontinues any of the indexes referred to in this Appendix 1, the Seller
shall select a substitute for the revised or discontinued index, such
substitute index to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing the use of
the original index as it may have fluctuated had it not been revised or
discontinued.
Appropriate revision of the formula shall be made to accomplish this
result.
5.2 The Revised Base Price at delivery of the New Firm Aircraft shall be the
final price and will not be subject to further adjustments in the indexes.
11
<PAGE>
APPENDIX 2
----------
INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA
-------------------------------------------------
l. REFERENCE PRICE
---------------
The Reference Price of a set of two (2) International Aero Engines V2527-A5
Propulsion Systems is as quoted in Paragraph 3 of the Amendment.
This Reference Price is subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics, and in accordance with the provisions of
Paragraphs 4 and 5 of this Appendix 2.
2. REFERENCE PERIOD
----------------
The above Reference Price has been established in accordance with the
economic conditions prevailing in March l988 (or July l988 theoretical
delivery conditions) as defined, according to International Aero Engines,
by the HEb, MMPb and EPb index values indicated in Paragraph 4 of this
Appendix 2.
3. INDEXES
-------
Labor Index: "Aircraft Engines and Engine Parts" Standard Industrial
------------
Classification 3724--Average hourly earnings (hereinafter referred to as
"HE SIC 3724"), published by the US Department of Labor, Bureau of Labor
Statistics, in "Employment and Earnings," Establishment Data: Hours and
Earnings (Table C-2: Average hours and earnings of production or
nonsupervisory workers on private nonfarm payrolls by detailed industry).
Material Index: "Metals and Metal Products" Code l0 (hereinafter referred
--------------
to as "MMP-Index"), published by the US Department of Labor, Bureau of
Labor Statistics, in "Producer Prices and Price Indexes" (Table 6: Producer
prices and price indexes for commodity groupings and individual items).
(Base year 1982 = 100.)
Energy Index: "Fuels and Related Products and Power" Code 5 (hereinafter
------------
referred to as "EP-Index"), published by the US Department of Labor,
Bureau of Labor Statistics, in "Producer Prices and Price Indexes" (Table
6: Producer prices and price indexes for commodity groupings and individual
items). (Base year 1982 = 100.)
12
<PAGE>
APPENDIX 2
----------
4. REVISION FORMULA
----------------
Pn = Pb [(0.60 HEn)/HEb + (0.30 MMPn)/MMPb + (0.l0 EPn)/EPb]
Where
Pn = Revised Reference Price of a set of two (2)
Propulsion Systems at delivery of the New Firm
Aircraft.
Pb = Reference Price at economic conditions March 1988
HEn = HE SIC 3724 for the fourth month prior to the
month of delivery of the New Firm Aircraft.
HEb = HE SIC 3724 for March l988 (= 13.58)
MMPn = MMP-Index for the fourth month prior to the month
of delivery of the New Firm Aircraft.
MMPb = MMP-Index for March l988 (= 115.4)
EPn = EP-Index for the fourth month prior to the month
of delivery of the New Firm Aircraft.
EPb = EP-Index for March l988 (= 65.9)
In determining the Revised Reference Price each quotient ((0.60 HEn)/HEb,
(0.30 MMPn)/MMPb and (0.l0 EPn)/EPb) shall be calculated to the nearest
ten thousandth (4 decimals). If the next succeeding place is five (5) or
more the preceding decimal place shall be raised to the next higher figure.
After final computation, Pn shall be rounded to the next whole number
(0.5 or more rounded to l).
5. GENERAL PROVISIONS
------------------
5.1 The Revised Reference Price at delivery of the New Firm Aircraft shall be
the final price and will not be subject to further adjustments in the
indexes.
5.2 If no final index value is available for any of the applicable months, the
published preliminary figures will be the basis on which the Revised
Reference Price will be computed.
13
<PAGE>
APPENDIX 2
----------
5.3 If the US Department of Labor substantially revises the methodology of
calculation of the indexes referred to in this Appendix 2 or discontinues
any of these indexes, the Seller shall, in agreement with International
Aero Engines, apply a substitute for the revised or discontinued index,
such substitute index to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing the use of
the original index as it may have fluctuated had it not been revised or
discontinued.
Appropriate revision of the formula shall be made to accomplish this
result.
5.4 Should the above escalation provisions become null and void by action of
the US Government, the Reference Price shall be adjusted to reflect
increases in the cost of labor, material and fuel which have occurred from
the period represented by the applicable Reference Price Indexes to the
fourth month prior to the scheduled delivery of the New Firm Aircraft.
14
<PAGE>
EXHIBIT A
---------
The A320-200 Standard Specification is contained in a separate folder.
15
<PAGE>
EXHIBIT B
---------
CHANGE ORDERS
-------------
<TABLE>
<CAPTION>
R.F.C. DESIGNATION COMMENTS
- - ------ ----------- --------
<C> <S> <C>
01-4002 V2527-A5 Engine Installation
(26,500 lbs)
02-4008 FAA Type Certification
02-4010 Standard White External Livery
02-4011 Galley Inserts - Fit Check
03-4002 ISA + 40
09-4001 Towbar 737
11-4002 Placards - Passenger Cabin
11-4003 Cabin Placards and Mark. Eng./Spanish
11-4004 Install Lessor Identif. Plates
21-4002 Installation of Ozone Filters
22-4001 Windshear Warning and Guidance
23-4001 Flashing Steward Call Light
23-4002 Music and Prerecorded Announcement
23-4003 Full Provision for 3rd VHF System
23-4004 System Provisions for Pax Audio
Entertainment System
23-4005 System Prov for Video Entertainment
System
23-4008 Installation of a 3rd Radio
Management Panel
23-4010 Hot Microphone CVR Recording
23-4011 VHF Transceiver / Collins / BFE
23-4012 CIDS - Call Chime Via All Pax Compart.
23-4013 CIDS - Central Reset of Pax to
Attendant Calls
23-4014 CIDS - Pax Call Indic on Attendant
Indic Panel
23-4015 Cabin - FWD Attendant Panel
Rearrangement
23-4017 Conf. Call for C/A(s) and Flight Deck
23-4018 Install Boomset / Plantronics / BFE
</TABLE>
16
<PAGE>
EXHIBIT B
---------
CHANGE ORDERS
-------------
<TABLE>
<CAPTION>
R.F.C. DESIGNATION COMMENTS
- - ------ ----------- --------
<C> <S> <C>
23-4019 Video Cntl Center in Aft LH OSC
23-4023 PA/Interphone Handset at AFT L/H Door
23-4025 Full Provisions for 2 HF System
23-4029 SONY Transcom Boarding Music Selection
23-4030 Alternate BFE Pram Matsushita
24-4001 ADF1 System Fed in Emergency Elec Cond.
25-4005 Placards in US and Metric Units
25-4006 Installation of Lav E
25-4007 Second Observer Seat
25-4008 Lav for Handicapped Passengers
25-4009 Swivel Cabin Attendant Seat
25-4010 Attendant Seat Harness
25-4012 Deletion of Razor Outlets
25-4014 Install Two Doghouses
25-4016 CIDS Evac Signal Deletion
25-4017 Toilet Paper Roll Holder
25-4018 Interior Colour
25-4022 Folding Table on Lav E
25-4023 Cabin Emergency Equipment
25-4024 Galley V at Location V
25-4027 Double Attendant Seat at Lav D
25-4029 Cabin Configuration (10F/138Y,
3 Lavs, G1 G5)
25-4035 Non Installation of a Coat Closet
25-4036 PSU Arrang. For Video Inst.
25-4038 Partition Cutout
25-4041 Cabin Config. New Drwgs NBR
25-4042 Galley Depth 36 inches
25-4043 Cabin Emergency Eqpt Drwg Nbr
25-4044 Color Spec Evol. Seats Covers/
Curtains/ Carpet
25-4045 Pax Seat PTC / BFE
25-4046 Provisions for Alternate Layout (162 Pax)
25-4059 Pax Seats Non Installation
25-4061 Install of a Radio Emergency Beacon
25-4062 PSU's Installation
25-4064 Galley Manufacturer Change
26-4001 Engine Fire Extinguisher. Manuf. Change
26-4002 APU Fire Exting. Manuf. Change
31-4001 US Units of Measurement
31-4002 AIDS DMU Installation
</TABLE>
17
<PAGE>
EXHIBIT B
---------
CHANGE ORDERS
-------------
<TABLE>
<CAPTION>
R.F.C. DESIGNATION COMMENTS
- - ------ ----------- --------
<C> <S> <C>
31-4003 AIDS Additional Parameters
31-4004 AIDS Dar / Penny and Giles
P/N D 51439-1 / BFE
31-4005 DFDR Loral Solid State (BFE)
31-4006 FDRS - New Data Frame
31-4008 DAR Cartridge / BFE Penny & Giles
32-4001 49" * 17" Main Landing Gear Tires
32-4002 Brakes and Wheels Goodrich
32-4003 Brake Cooling Fans / Goodrich
32-4004 Conventional Tires Front Landing Gear
33-4001 LOGO Lights Instal.
33-4002 Wing Tip Synchro. Strobe Lights
33-4003 Full Intensity Cabin Illumination
(low Pressure)
34-4001 VOR/ADF DDRMI Single ADF
34-4003 DME Interrogator / Collins / BFE
34-4005 Weather Radar / Collins / BFE
34-4006 TCAS II Provisions
34-4008 ILS / Collins
34-4009 Radio Alti / Collins
34-4010 TCAS II Complete Provision
34-4011 VOR / Marker 700 / Collins
34-4013 ATC Mode S / BFE Collins -301
34-4014 STBY Alti in Inches of Hg
34-4017 Installation of GPWS Sunstrand
Mark V BFE
34-4018 Collins DME BFE
35-4001 Flight Crew Oxygen 115 FT3
35-4002 Passenger Oxy. Definition
35-4004 Puritan Bennett PBE / BFE
35-4005 Four Mask 02 Boxes Installation
52-4002 Cockpit Door Lock and Lock Cylinder
</TABLE>
18
<PAGE>
AMENDMENT NO. 9
TO THE AIRBUS A320 PURCHASE AGREEMENT
dated as of November 10, 1988
between
AVSA, S.A.R.L.
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 9 (hereinafter referred to as the "Amendment") entered into
as of January 3rd, 1994, by and between AVSA, S.A.R.L, a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the "Seller") and
INTERNATIONAL LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, having its principal corporate
offices located at 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067,
U.S.A. (hereinafter referred to as the "Buyer");
WITNESSETH
*WHEREAS, the Buyer and the Seller entered into a certain A320 Purchase
Agreement, dated as of November 10, 1988, relating to the sale by the Seller and
the purchase by the Buyer of eighteen (18) firmly ordered Airbus Industrie A320-
200 model aircraft (the "Aircraft") and eleven (11) option Airbus Industrie
A320-200 model aircraft (the "A320 Agreement"), which agreement has been further
amended by and supplemented with all Exhibits, Appendices and Letter Agreements
attached thereto and amended by Amendment No. 1 dated as of February 24, 1989,
Amendment No. 2 dated as of February 14, 1990 ("A320 Amendment No. 2"),
Amendment No. 3 dated as of June 18, 1991, Amendment No. 4 dated as of December
20, 1991, Amendment No. 5 dated as of June 24, 1992, Amendment No. 6 dated as of
November 30, 1992, Amendment No. 7 dated as of December 10, 1992 ("A320
Amendment No.7") and Amendment No. 8 dated as of October 29, 1993;
19
<PAGE>
WHEREAS, the Buyer and the Seller entered into an A321 Purchase Agreement,
dated as of February 14, 1990, relating to the sale by the Seller and the
purchase by the Buyer of twelve (12) firmly ordered and four (4) option Airbus
Industrie A321 model aircraft (hereinafter referred to individually and
collectively as, respectively, the "A321 Aircraft" and the "A321 Option
Aircraft") (the "A321 Agreement"), which agreement has been previously amended
by and supplemented with certain Exhibits, Appendices and Letter Agreements
attached thereto and has been amended by Amendment No. 1 dated as of June 18,
1991 ("A321 Amendment No. 1") and Amendment No. 2 dated as of December 10, 1992
("A321 Amendment No. 2").
WHEREAS, the Buyer and the Seller entered into an A319 Purchase Agreement, dated
as of December 10, 1992, relating to the sale by the Seller and the purchase by
the Buyer of six (6) firmly ordered and two (2) option Airbus Industrie A319
model aircraft (hereinafter referred to individually and collectively as,
respectively, the "A319 Aircraft" and the "A319 Option Aircraft"), which
agreement, as previously amended by and supplemented with all Exhibits,
Appendices and Letter Agreements attached thereto is hereinafter called the
"A319 Agreement".
*
WHEREAS, the Seller is a sales subsidiary of Airbus Industrie (the
"Manufacturer") and will purchase the Additional Aircraft from the Manufacturer
for resale to the Buyer.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. INCREASED ORDER
---------------
The Buyer hereby firmly orders nine (9) Additional Aircraft. The terms and
conditions of the sale and purchase of the Additional Aircraft shall be the same
as those applying to Incremental Aircraft, as such term is defined in A320
Amendment No. 7, except as specifically set forth to the contrary in respect of
Additional Aircraft in this Amendment.
The Additional Aircraft comprise:
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
20
<PAGE>
2. DELIVERY POSITIONS
------------------
The delivery schedule set forth in Subclause 5.1 of the A320 Agreement for
Aircraft is therefore hereby amended by the addition of the following nine (9)
Additional Aircraft :
(i) Additional Aircraft
-------------------
1 in January 1997
1 in September 1997
1 in November 1997
1 in December 1997
1 in April 1998
2 in May 1998
1 in October 1998
1 in December 1998
3. PRICES
------
3.1 Prices for Batch A Additional Aircraft and Batch C Additional Aircraft
- - ---------------------------------------------------------------------------
The Base Price of each of the Batch A Additional Aircraft and Batch C Additional
Aircraft shall be the sum of the Base Price of the Airframe and the Base Price
of the IAE V2527-A5 installed Propulsion Systems, as set forth in Paragraph 3 of
A320 Amendment No. 7.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
21
<PAGE>
3.2 Prices for Batch B Additional Aircraft
- - -------------------------------------------
The Base Price of each of the Batch B Additional Aircraft shall be the sum of :
(i) the Base Price of the Airframe with respect to the Batch B Additional
Aircraft, which shall be as quoted in Paragraph 2 of A320 Amendment No. 2, and
(ii) the Base Price of the IAE V2527-A5 installed Propulsion Systems, which
shall be the sum of the Base Prices quoted below in (a) and (b) :
(a) Base Price of the IAE V2527-A5 Engines
--------------------------------------
The Base Price of a set of two (2) IAE V2527-A5 Propulsion Systems,
including related equipment, nacelles and thrust reversers, at delivery
conditions prevailing in January 1988 is *
Said Base Price has been calculated with reference to the Reference Price
indicated by International Aero Engines of * in accordance with theoretical
delivery conditions prevailing in July 1988.
Said Reference Price is subject to adjustment to the date of delivery of
the Batch B Additional Aircraft in accordance with the International Aero
Engines Price Revision Formula set forth in Appendix 3 of A320 Amendment
No. 7.
(b) Base Price of Propulsion Systems Configuration Option
-----------------------------------------------------
The Base Price of the configuration option incurred by the Seller for the
IAE V2527-A5 engines, at delivery conditions prevailing in January 1988,
which is *
Said Base Price is subject to adjustment to the date of delivery of the
Batch B Additional Aircraft in accordance with the Airframe Price Revision
Formula set forth in Exhibit C-1 to the A320 Agreement.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
22
<PAGE>
4. LETTER AGREEMENTS
-----------------
The terms and conditions of Paragraph 4 of A320 Amendment No. 7 shall apply to
the Batch A Additional Aircraft and Batch C Additional Aircraft.
The terms and conditions of Paragraph 4 of A320 Amendment No. 7 shall not apply
to the Batch B Additional Aircraft ; the terms and conditions of Letter
Agreement No. 1 to the A320 Agreement shall apply to the Batch B Additional
Aircraft.
5. PREDELIVERY PAYMENTS
--------------------
5.1 With respect to the Batch A Additional Aircraft and Batch C Additional
Aircraft, and notwithstanding the provisions of Subclause 6.1 of the A320
Agreement, it is agreed that, for the purpose of calculating the Predelivery
Payment Reference Price, Y is 1992. It is further agreed that all predelivery
payments made by the Buyer shall be calculated based on a Predelivery Payment
Reference Price containing the Base Price for the IAE V2527-A5 Propulsion
Systems as set forth in Paragraph 3 of A320 Amendment No.7.
5.2 With respect to the Batch B Additional Aircraft, and notwithstanding the
provisions of Subclause 6.1 of the A320 Agreement, it is agreed that all
predelivery payments made by the Buyer shall be calculated based on a
Predelivery Payment Reference Price containing the Base Price for the IAE V2527-
A5 Propulsion Systems as set forth in Subparagraph 3.2 above.
5.3 The Predelivery Payment Schedule set forth in Subclause 6.2 of the A320
Agreement shall not apply to the Additional Aircraft and is replaced by the
following provisions, with respect to Additional Aircraft :
<TABLE>
<CAPTION>
Percentage of Aircraft
Predelivery Payment
Payment Date Reference Price
------------ ----------------------
<S> <C>
* * *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
23
<PAGE>
5.4 *
6. *
With respect to *, the terms and conditions of Paragraph 7 of A320 Amendment No.
7 shall not apply to the Additional Aircraft and the following provisions shall
apply to the Additional Aircraft:
6.1 *
6.1.1 *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
24
<PAGE>
6.1.2 *
6.1.3 *
6.2 *
6.3 *
6.3.1 *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
25
<PAGE>
6.3.2 *
6.3.3 *
6.4 *
7. CONFIDENTIALITY
---------------
Subject to any legal or governmental requirements of disclosure, the parties
(which for this purpose shall include their employees,
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
26
<PAGE>
agents and advisors) shall maintain the terms and conditions of this Amendment
and any reports or other data furnished hereunder strictly confidential.
Without limiting the generality of the foregoing, the Buyer shall use its best
efforts to limit the disclosure of the contents of this Amendment, to the extent
legally permissible, in any filing that the Buyer is required to make with any
governmental agency, and the Buyer shall make all applications that may be
necessary to implement the foregoing. The Buyer and the Seller shall consult
with each other prior to making any public disclosure, otherwise permitted
hereunder, of this Amendment or the terms and conditions thereof. The
provisions of this Paragraph 7 shall survive any termination of this Amendment.
8. EFFECT OF AMENDMENT
-------------------
The A320 Agreement shall be deemed amended to the extent herein provided, and,
except as specifically amended hereby, shall continue in full force and effect
in accordance with its original terms. All capitalized terms not otherwise
defined herein shall have the meanings provided for in the A320 Agreement.
9. GOVERNING LAW AND JURISDICTION
------------------------------
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT SHALL BE DETERMINED
ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL OR STATE COURTS
LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY
SUBMITS TO AND ACCEPTS SUCH JURISDICTION.
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY
TO THIS AMENDMENT.
27
<PAGE>
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon this Amendment
shall constitute part of the Purchase Agreement.
Agreed and Accepted, Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: R.G. Duncan By: Christophe Mourey
Its: Senior Vice President Its: Chief Executive Officer
Date: January 3rd, 1994 Date: January 3rd, 1994
28
<PAGE>
Exhibit 10.30
AMENDMENT NO. 3
TO THE AIRBUS A321 PURCHASE AGREEMENT
dated as of February 14, 1990
between
AVSA, S.A.R.L.
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 3 (hereinafter referred to as the "Amendment") entered into
as of January 3rd, 1994, by and between AVSA, S.A.R.L, a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the "Seller") and
INTERNATIONAL LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, having its principal corporate
offices located at 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067,
U.S.A. (hereinafter referred to as the "Buyer");
WITNESSETH
WHEREAS, the Buyer and the Seller entered into a certain A321 Purchase
Agreement, dated as of February 14, 1990, relating to the sale by the Seller and
the purchase by the Buyer of twelve (12) firm and four (4) option Airbus
Industrie A321 model aircraft (hereinafter referred to individually and
collectively as the "Aircraft" and the "Option Aircraft", respectively) (the
"Purchase Agreement"), which agreement has been further amended and supplemented
together with all Exhibits, Appendices, and Letter Agreements attached thereto,
and amended by Amendment No.1 dated as of June 18, 1991 and Amendment No. 2
dated as of December 10, 1992;
WHEREAS, the Buyer and the Seller entered into a certain General Terms
Agreement, dated as of November 10, 1988, which agreement, as previously amended
and supplemented together with all Exhibits, Appendices, and Letter Agreements
attached thereto is hereinafter called the "G.T.A.";
<PAGE>
*
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. * EXERCISE OF OPTION AIRCRAFT
- - -- -----------------------------
*
2. DELIVERY SCHEDULE
- - -- -----------------
As a result of the Buyer's *, the delivery schedule for all A321 model aircraft
ordered by the Buyer is as follows :
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
<PAGE>
QUOTE
(i) Firmly ordered Aircraft
-----------------------
1 in November 1995
1 in December 1995
1 in April 1996
1 in May 1996
1 in June 1996
1 in October 1996
1 in November 1996
2 in December 1996
1 in February 1997
2 in March 1997
2 in April 1997
1 in May 1997
1 in June 1997
1 in February 1998
1 in March 1998
1 in April 1998
1 in May 1998
1 in February 1999
1 in April 1999
1 in May 1999
1 in November 1999
(ii) Option Aircraft
---------------
1 in March 1999
1 in April 1999
1 in December 1999
UNQUOTE
3. EFFECT OF AMENDMENT
- - -- -------------------
The Purchase Agreement shall be deemed to be amended to the extent herein
provided, and, except as specifically amended hereby, shall continue in full
force and effect in accordance with its original terms. All capitalized terms
not otherwise defined herein shall have the meanings provided for in the
Purchase Agreement.
3
<PAGE>
This Amendment shall be effective upon satisfaction of all conditions hereof and
of the Purchase Agreement, *
4. CONFIDENTIALITY
- - -- ---------------
Subject to any legal or governmental requirements of disclosure, the parties
(which for this purpose shall include their employees, agents and advisors)
shall maintain the terms and conditions of this Amendment and any reports or
other data furnished hereunder strictly confidential. Without limiting the
generality of the foregoing, the Buyer shall use its best efforts to limit the
disclosure of the contents of this Amendment, to the extent legally permissible,
in any filing that the Buyer is required to make with any governmental agency,
and the Buyer shall make all applications that may be necessary to implement the
foregoing. The Buyer and the Seller shall consult with each other prior to
making any public disclosure, otherwise permitted hereunder, of this Amendment
or the terms and conditions hereof. The provisions of this Paragraph 4 shall
survive any termination of this Amendment.
5. GOVERNING LAW AND JURISDICTION
- - -- ------------------------------
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT SHALL BE DETERMINED
ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL OR STATE COURTS
LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF THE PARTIES HERETO IRREVOCABLY
SUBMITS TO AND ACCEPTS SUCH JURISDICTION.
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY
TO THIS AMENDMENT.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4
<PAGE>
If the foregoing correctly sets forth our understanding, please execute this
Amendment in the space provided below, whereupon this Amendment shall constitute
part of the Purchase Agreement.
Agreed and Accepted, Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: R.G. Duncan By: Christophe Mourey
Its: Senior Vice President Its: Chief Executive Officer
Date: January 3rd, 1994 Date: January 3rd, 1994
5
<PAGE>
AMENDMENT NO. 4
TO THE AIRBUS A321 PURCHASE AGREEMENT
dated as of February 14, 1990
between
AVSA, S.A.R.L.
and
INTERNATIONAL LEASE FINANCE CORPORATION
This Amendment No. 4 (hereinafter referred to as the "Amendment") entered
into as of February 28th, 1994, by and between AVSA, S.A.R.L, a societe a
responsabilite limitee organized and existing under the laws of the Republic of
France, having its registered office located at 2, Rond-Point Maurice Bellonte,
31700 Blagnac, France (hereinafter referred to as the "Seller") and
INTERNATIONAL LEASE FINANCE CORPORATION, a corporation organized and existing
under the laws of the State of California, having its principal corporate
offices located at 1999 Avenue of the Stars, 39th Floor, Los Angeles, CA 90067,
U.S.A. (hereinafter referred to as the "Buyer");
WITNESSETH
WHEREAS, the Buyer and the Seller entered into a certain A321 Purchase
Agreement, dated as of February 14, 1990, relating to the sale by the Seller and
the purchase by the Buyer of twelve (12) firm and four (4) option Airbus
Industrie A321 model aircraft (hereinafter referred to individually and
collectively as the "Aircraft" and the "Option Aircraft", respectively) (the
"Purchase Agreement"), which agreement has been further amended and supplemented
together with all Exhibits, Appendices, and Letter Agreements attached thereto,
and amended by Amendment No.1 dated as of June 18, 1991, Amendment No. 2 dated
as of December 10, 1992 and Amendment No. 3 dated as of January 3, 1994 ;
WHEREAS, the Buyer and the Seller entered into a certain General Terms
Agreement, dated as of November 10, 1988, which agreement, as previously amended
and supplemented together with all Exhibits, Appendices, and Letter Agreements
attached thereto is hereinafter called the "G.T.A." ;
6
<PAGE>
WHEREAS, the Buyer and the Seller agree to amend the delivery schedule for
the Aircraft by rescheduling one (1) delivery position from December 1996 to
June 1995.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. DELIVERY SCHEDULE
- - -- -----------------
The Buyer and the Seller hereby agree to reschedule the second
December 1996 delivery position, ordered by the Buyer under the terms and
conditions of Amendment No. 2 to the Purchase Agreement, to June 1995 (the
"Rescheduled Aircraft").
Consequently, the delivery schedule set forth in paragraph 2 of
Amendment No. 3 to the Purchase Agreement is cancelled and replaced by the
following delivery schedule:
QUOTE
(i) Firmly ordered Aircraft
-----------------------
1 in June 1995
1 in November 1995
1 in December 1995
1 in April 1996
1 in May 1996
1 in June 1996
1 in October 1996
1 in November 1996
1 in December 1996
1 in February 1997
1 in March 1997
1 in March 1997
1 in April 1997
1 in April 1997
1 in May 1997
1 in June 1997
1 in February 1998
1 in March 1998
1 in April 1998
1 in May 1998
1 in February 1999
1 in April 1999
1 in May 1999
1 in November 1999
7
<PAGE>
(ii) Option Aircraft
---------------
1 in March 1999
1 in April 1999
1 in December 1999
UNQUOTE
2. PROPULSION SYSTEMS
- - -- ------------------
The Rescheduled Aircraft and the Aircraft scheduled for delivery in
February 1997 will be equipped with a set of CFM 56-5B1/2 Propulsion Systems.
The Base Price for the CFM 56-5B1/2 Propulsion Systems will be the sum
of (i) and (ii) below :
(i) the base price for a set of two (2) CFM 56-5B1/2 engines including
additional standard equipment and including the Double Annular
Combustor option and the engine Health Monitoring option (at delivery
conditions prevailing in January 1992), which shall be US $* (United
States Dollars -- ). Such base price has been calculated with
reference to the reference price of US $* (United States Dollars -- *)
as defined by the Reference Composite Price Index of 111.82 and in
accordance with delivery conditions prevailing in April 1988.
Said Reference Price is subject to adjustment to the date of delivery
of the Rescheduled Aircraft in accordance with the CFM International
Price Revision Formula set forth in Appendix 1 to the Amendment No. 2
to the Purchase Agreement.
(ii) the base price for a set of two (2) nacelles and thrust reversers
which shall be as quoted in sub-paragraph 4.1.2.1 (ii) of Amendment
No. 2 to the Purchase Agreement.
Said base price is subject to adjustment to the date of delivery of
the Rescheduled Aircraft in accordance with the Airframe Price
Revision Formula set forth in Appendix 1 to Amendment No. 2 to the
Purchase Agreement.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
8
<PAGE>
3. EFFECT ON PREDELIVERY PAYMENTS
- - -- ------------------------------
The Seller acknowledges that it has already received from the Buyer
the sum of USD * (* United States Dollars and * Cents) corresponding to the
deposit and the first Predelivery Payment for the Rescheduled Aircraft.
Notwithstanding Paragraph 6 of Amendment No. 2 to the Purchase Agreement, all
Predelivery Payments due for the Rescheduled Aircraft shall be due to the Seller
as shown in Appendix 1 to this Amendment.
4. EFFECT OF AMENDMENT
- - -- -------------------
The Purchase Agreement shall be deemed to be amended to the extent
herein provided, and, except as specifically amended hereby, shall continue in
full force and effect in accordance with its original terms. All capitalized
terms not otherwise defined herein shall have the meanings provided for in the
Purchase Agreement.
This Amendment shall be effective upon satisfaction of all conditions
hereof and of the Purchase Agreement.
5. CONFIDENTIALITY
- - -- ---------------
Subject to any legal or governmental requirements of disclosure, the
parties (which for this purpose shall include their employees, agents and
advisors) shall maintain the terms and conditions of this Amendment and any
reports or other data furnished hereunder strictly confidential. Without
limiting the generality of the foregoing, the Buyer shall use its best efforts
to limit the disclosure of the contents of this Amendment, to the extent legally
permissible, in any filing that the Buyer is required to make with any
governmental agency, and the Buyer shall make all applications that may be
necessary to implement the foregoing. The Buyer and the Seller shall consult
with each other prior to making any public disclosure, otherwise permitted
hereunder, of this Amendment or the terms and conditions hereof. The provisions
of this Paragraph 5 shall survive any termination of this Amendment.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
9
<PAGE>
6. GOVERNING LAW AND JURISDICTION
- - -- ------------------------------
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK. THE PERFORMANCE OF THIS AMENDMENT SHALL BE
DETERMINED ALSO IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
ANY DISPUTE ARISING HEREUNDER SHALL BE REFERRED TO THE FEDERAL OR
STATE COURTS LOCATED IN NEW YORK CITY, NEW YORK, AND EACH OF THE PARTIES HERETO
IRREVOCABLY SUBMITS TO AND ACCEPTS SUCH JURISDICTION.
THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS SHALL
NOT APPLY TO THIS AMENDMENT.
If the foregoing correctly sets forth our understanding, please
execute this Amendment in the space provided below, whereupon this Amendment
shall constitute part of the Purchase Agreement.
Agreed and Accepted, Yours sincerely,
INTERNATIONAL LEASE AVSA, S.A.R.L.
FINANCE CORPORATION
By: ______________________ By: Christophe Mourey
Its: ______________________ Its: Chief Executive Officer
Date: February _____, 1994
10
<PAGE>
APPENDIX 1
-----------
PREDELIVERY PAYMENTS WITH RESPECT TO THE RESCHEDULED AIRCRAFT
<TABLE>
<CAPTION>
Payment Due Date Amount Due
- - ---------- -------- ----------
<S> <C> <C>
* * *
* * *
* * *
* * *
* * *
* * *
* * *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
11
<PAGE>
Exhibit 10.31
Supplemental Agreement No. 6
to
Purchase Agreement No. 1497
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 747-400 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day of November,
1993, by and between THE BOEING COMPANY, a Delaware corporation (Boeing), and
INTERNATIONAL LEASE FINANCE CORPORATION, a company with its principal office in
the City of Los Angeles, State of California (Buyer);
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto entered into an agreement on August 25, 1988,
relating to Boeing Model 747-400 aircraft, which agreement, as amended,
together with all exhibits and specifications attached thereto and made a part
thereof (Agreement) and;
WHEREAS, the parties desire to supplement the Agreement to (i) change the
configuration of the Model 747-400 Aircraft scheduled for delivery in April 1994
to reflect a lease to Virgin Atlantic Airways, Ltd., and (ii) add one Model 747-
400 Aircraft scheduled for delivery in October 1994 for lease to Virgin Atlantic
Airways Ltd., formerly scheduled for delivery in May 1996 under Purchase
Agreement No. 1639,
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree to supplement the Agreement as follows:
<PAGE>
1. Article 1, entitled "Subject Matter of Sale" is deleted in its entirety and
----------------------
replaced by the following new Article 1:
"Boeing shall sell and deliver to Buyer and Buyer shall purchase from
Boeing, eight (8) Boeing Model 747-400 aircraft in the quantities specified in
Schedule 1 hereto, entitled "Aircraft Deliveries and Descriptions." Such
------------------------------------
aircraft may be referred to herein, as the context may require, as "Model 747-
400 Aircraft" and are referred to individually and collectively as the
"Aircraft" or "AIRCRAFT." The Aircraft powered by the General Electric CF6-
80C2-B1F engines may also be referred to, as the context may require, as the "GE
Aircraft;" and the Aircraft powered by the Rolls-Royce RB211-524H series engine
may also be referred to, as the context may require, as the "RR Aircraft." The
Aircraft will be manufactured by Boeing in accordance with the respective Boeing
Detail Specifications specified in Exhibits A, A-1, A-2, A-3, A-4 and A-5, which
are attached hereto, as such Exhibits may be modified from time to time in
accordance with the terms and conditions of Article 7 herein. Such Detail
Specifications as so modified are by this reference incorporated in this
Agreement and are hereinafter referred to as the "Detail Specifications." In
connection with the sale and purchase of the Aircraft, Boeing shall also deliver
to Buyer other things under this Agreement including data, documents, training
and services.
2. Schedule 1 to the Agreement, entitled "Aircraft Deliveries and
-----------------------
Descriptions," is deleted in its entirety and replaced by a new Schedule 1,
which is attached hereto and incorporated into the Agreement by this reference.
Such new Schedule 1 reflects the change in configuration of the April 1994
Aircraft and the addition of the October 1994 Aircraft, both for lease to Virgin
Atlantic.
3. A new Exhibit A-5, entitled "AIRCRAFT CONFIGURATION -THE VIRGIN ATLANTIC
-------------------------------------------
AIRCRAFT", attached hereto, is incorporated into the Agreement by this
- - --------
reference.
4. Exhibit D, entitled "Price Adjustment Due to Economic Fluctuations Airframe
------------------------------------------------------
Price Adjustment", is deleted in its entirety.
- - ----------------
5. Exhibit D-1, entitled "Price Adjustment Due to Economic Fluctuations
---------------------------------------------
Airframe Price Adjustment July 1989 Base Price", is revised by the following.
- - ----------------------------------------------
A. Paragraph (a), page D-1-1 insert after "Varig" and before "and" the
name "Virgin Atlantic," and after "5" and before the "comma" insert the number
"and 6".
2
<PAGE>
B. Paragraph (b), page D-1-1, the table at the bottom of the page is
deleted and the following table is inserted:
<TABLE>
<CAPTION>
"GE/RR Month of
Aircraft Delivery Engine Price
----------------- ------------
<S> <C>
August 1991 * (RR)
April 1992, April 1993 * (GE)
April 1994, * (GE)
October 1994, March 1996 * (GE)
</TABLE>
C. The table on page D-1-2 is delete and the following table is inserted:
<TABLE>
<CAPTION>
"Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of the Agreement Aircraft Value of H and W
- - -------------------- -------- ---------------------
<S> <C> <C>
August 1991 One (1) Jan., Feb., Mar. 1991
April 1992 One (1) Sept., Oct., Nov. 1991
April 1993 One (1) Sept., Oct., Nov. 1992
April 1994 One (1) Sept., Oct., Nov. 1993
October 1994 One (1) Mar., Apr., May 1994
March 1996 One (1) Aug., Sept., Oct. 1995"
</TABLE>
6. Exhibit D-6, entitled "Engine Price Adjustment - General Electric, the
-----------------------------------------------
March 1996 Aircraft July 1989 Base Price" is revised as follows:
- - ----------------------------------------
A. Page D-6-1 in the title of Exhibit D-6 add in the third line after
the word "The" and before the month "March", "October 1994 and the."
B. Paragraph (A) in the first line after the word "The" and before the
month "March" add "October 1994 and the".
7. *
8. Letter Agreement No. 6-1162-RLL-886, entitled "CAA Validation of General
Electric Model CF6-80C2-B1F Engines -the Model 747-400 Aircraft" attached hereto
is incorporated into the Purchase Agreement by this reference.
9. This Supplemental Agreement shall become effective upon the execution of
(i) Supplemental Agreement No. 2 to Purchase Agreement No. 1639, cancelling
Purchase Agreement No. 1639; and (ii) execution of Letter Agreement No. 6-1162-
RLL-475R to
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
3
<PAGE>
Purchase Agreement No. 1768, which deletes Buyer's right to cancel the purchase
of the Model 747-400 Aircraft scheduled for delivery in April 1999.
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in full force and
effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: R. Leo Lyons By: R.G. Duncan
---------------------- ------------------------
Its: Attorney-In-Fact Its: Senior Vice President
--------------------- -----------------------
4
<PAGE>
Attachment A to
Supplemental Agreement No. 6
to Purchase Agreement 1497
SCHEDULE TO
-----------
PURCHASE AGREEMENT 1497
-----------------------
AIRCRAFT DELIVERIES AND DESCRIPTIONS
------------------------------------
MODEL 747-400 AIRCRAFT
----------------------
AS AMENDED BY SUPPLEMENTAL AGREEMENT NO. 6
------------------------------------------
<TABLE>
<CAPTION>
ARTICLE 5.1
MONTH/YEAR QUANTITY ADVANCE
OF OF DETAIL SPECIFICATION EXHIBIT ARTICLE 3.1 PAYMENT
DELIVERY AIRCRAFT NUMBER AND DATE NO. BASIC PRICE BASE PRICE
- - ----------- -------- ------------------------- ------- ----------- ----------
<S> <C> <C> <C> <C> <C>
March 1991 One (1) D6-35273CDI A-2 * *
Rev. B. 09-20-90
August 1991 One (1) D6-35273ILFC-CX 11-10-89 A-1 * *
April 1992 One (1) D6-35273ILF-VAR 10-03-90 A-3 * *
April 1993 One (1) D6-35273ILF-VAR 10-03-90 A-3 * *
April 1994 One (1) D6-35273ILF-VAA A-4 * *
October 1994 One (1) D6-35273ILF-VAA A-4 * *
May 1995 One (1) D6-35273CAT 09-15-92 A-5 * *
March 1996 One (1) D6-35273ILF A * *
Rev. N. 06-01-93
*
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
5
<PAGE>
EXHIBIT A-5
to
PURCHASE AGREEMENT NO. 1497
Dated
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
AIRCRAFT CONFIGURATION
THE VIRGIN ATLANTIC AIRCRAFT
The Detail Specification referred to in Article 1 of the Purchase
Agreement is Boeing Detail Specification D6-35273ILF-VAR Revision A dated May
11, 1992, amended to incorporate the changes in the list of Master Changes set
forth below. As soon as practicable, Boeing shall furnish to Buyer copies of
the Detail Specification, which shall reflect such changes. It is understood
and agreed that the basic price of the Aircraft, as set forth in Article 3 of
this Agreement, reflects and includes all applicable price effects of such
changes and of changes previously incorporated, except such basic price does not
include the price effects of Change Requests which provides for changing Buyer
Furnished Equipment to Seller Purchased Equipment.
<TABLE>
<CAPTION>
PRICE PER PRICE PER
AIRCRAFT AIRCRAFT
MASTER CHANGE RT945 RT946
NO./TITLE * *
- - ---------
<S> <C> <C>
0132MP4668 * *
INTERIOR ARRANGEMENT - UPPER DECK -42 B/C - DELETION
0132MP4669 * *
DELIVERY INTERIOR ARRANGEMENT - UPPER DECK - 26 UPPER
CLASS PASSENGERS
0132MP4671 * *
DELIVERY INTERIOR ARRANGEMENT - MAIN DECK - TRI CLASS - 343
PASSENGERS (35 U/C + 28 M/C + 280 E/C)
0132MP4699 * *
INTERIOR ARRANGEMENT - UPPER DECK - REVISION -69 ECONOMY
CLASS PASSENGERS
0220MP4015 * *
SPARE ENGINE CARRIAGE STRUCTURAL PROVISIONS - INSTALLATION
0220MP4149 * *
BRAZILIAN CTA CERTIFICATION - DELETE CHANGE REQUEST
0220CH4115
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
0220MP4148 * *
CAA VALIDATION
0280MP4011 * *
JOINT AIRWORTHINESS REGULATION (JAR) COMPLIANCE
0311MP4007 * *
INCREASE MAXIMUM TAKEOFF GROSS WEIGHT FROM 850,000
POUNDS TO 870,000 POUNDS
1110MP4111 * *
EXTERIOR MARKINGS - VIRGIN ATLANTIC AIRWAYS
1110MP4116 * *
EXTERIOR MARKINGS - WINGS AND ENGINE PYLONS
1129MP4002 * *
BILINGUAL EXTERNAL PLACARDS - CTA REQUIREMENT - DELETE
CHANGE REQUEST 1129CH4001
1135MP4115 * *
SIGNS AND PLACARDS - REVISION - ENGLISH ONLY
1135MP4116 * *
LAVATORY IDENTIFICATION PLACARDS - INSTALLATION
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
INSTALLATION
2170MP4008 * *
FLIGHT DECK HUMIDIFICATION SYSTEM, SFE
2325MP4079 * *
SATCOM SYSTEM PARTIAL PROVISIONS -LOW/HIGH SPEED DATA AND
VOICE - LOW GAIN AND TOP AND SIDE MOUNTED HIGH GAIN
ANTENNAS - PASSENGER
2325MP4139 * *
SATCOM SYSTEM PARTIAL PROVISIONS - LOW AND HIGH SPEED
DATA VOICE - DELETION
2327MP4148 * *
ARINC 7248 SINGLES - INSTALLATION AND CERTIFICATION
2332MP4578 * *
INTERACTIVE VIDEO SYSTEM PARTIAL PROVISIONS ZONES A, B, AND
UPPER DECK
2332MP4579 * *
INTERACTIVE VIDEO SYSTEM PARTIAL PROVISIONS ZONES C AND D
2332MP4580 * *
INTERACTIVE VIDEO SYSTEM PARTIAL PROVISIONS ZONE E
2332MP4584 * *
VIDEO CONTROL CENTER REVISION
2332MP4585 * *
INDIVIDUAL VIDEO SYSTEM - PARTIAL PROVISIONS - ZONE A AND
UPPER DECK -DELETION
2332MP4586 * *
PASSENGER ENTERTAINMENT VISUAL SYSTEM -REVISION
2332MP4587 * *
PASSENGER ENTERTAINMENT VISUAL SYSTEM -THREE VTR'S AND
VSCU-DELETION
2332MP4590 * *
VIDEO INSTALLATION - UPPER DECK
2332MP4607 * *
HUGHES - AVICOM APAX 150 VIDEO CONTROL CENTER CABIN
AVIONICS RACK & E1 MEC EQUIPMENT INSTALLATION - BFE
2332MP4612 * *
INTERACTIVE IN-SEAT VIDEO SYSTEM CONVERSION SINGLE SEAT
BOX SYSTEM
2332MP4613 * *
HUGHES AVICOM APAX 150 IN SEAT VIDEO EQUIPMENT
UPPER/MID/ECONOMY CLASSES - BFE
2332MP4614 * *
OVERHEAD VIDEO SYSTEM - TAPPING UNIT
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
8
<PAGE>
<TABLE>
<S> <C> <C>
INSTALLATION - BFE
2332MP4621 * *
IN SEAT VIDEO SYSTEM PROVISIONS - U/D ECONO CLASS
2351MP4003 * *
THREE POSITION CONTROL WHEEL SWITCHES -REVISION -
INTERPHONE SYSTEM
2520MP4285 * *
INTERIOR COLOR AND DECOR REVISION
2525MP4333 * *
ELECTRICALLY OPERATED UPPER CLASS SEATS - WIRING
PROVISIONS - ZONE A, ZONE B AND UPPER DECK
2527MP4015 * *
NON-SLIP STAIR TREAD TREATMENT - UPPER DECK STAIRWAY
2528MP4263 * *
SFE BASSINET FITTINGS REPLACEMENT
2528MP4265 * *
BFE BIN VISOR - NET SYSTEM INSTALLATION
2529MP4031 * *
DOOR NO. 5 OVERHEAD CREW REST -STAIR/LADDER NON-SKID STEP
SURFACE
2530MP4321 * *
GALLEYS - REPLACE SELL WITH HENSHALLS
2530MP4330 * *
INSTALL SINK DRAIN - G2B GALLEY
2553MP4057 * *
SOLID TIRES IN LIEU OF PNEUMATIC TIRES -LOWER LOBE
2564MP4163 * *
EMERGENCY EQUIPMENT FLIGHT DECK
2811MP4032 * *
HORIZONTAL STABILIZER FUEL - ACTIVATION
3131MP4085 * *
DFDAC REPLACEMENT - UK CAA RECORDING REQUIREMENT
3131MP4086 * *
DIGITAL FLIGHT DATA RECORDER - REPLACEMENT - FA P/N S800-
3000-00-BFE
3135MP4150 * *
DATA MANAGEMENT UNIT - REMOVE TELEDYNE - INSTALL
SUNDSTRAND
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
9
<PAGE>
<TABLE>
<S> <C> <C>
3151MP4020 * *
MAXIMUM OPERATING MACH/AIRSPEED WARNING SYSTEM
3151MP4030 * *
MAWEA - REVISION - FIRE BELL WARNING -CAA/JAR'S
REQUIREMENTS
3160MP4007 * *
INTEGRATED CUE FLIGHT DIRECTOR COMMAND ON PFD
3160MP4030 * *
INTEGRATED DISPLAY SYSTEM (IDS) - INCORPORATE CUSTOMER
UNIQUE FEATURES - FLEET PRICE
3160MP4183 * *
ALTITUDE COMPARATOR DISPLAY ON PFD
3160MP4225 * *
TCAS: PRIMARY FLIGHT DISPLAY REVISION -ADDITION OF RA
GUIDANCE ON VSI
3312MP4002 * *
FLIGHT DECK RED INDICATOR LIGHTS, NON-DIMMABLE
3350MP4081 * *
EMERGENCY ESCAPE PATH MARKINGS AND EXIT IDENTIFIERS -
DELETION OF LSI SYSTEM (SPE) - ADDITION OF CAA 20 INCH
INTERVALS
3461MP4071 * *
FMC - REVISION - HIGH ALTITUDE ALTERNATE CLIMB DERATE
WASHOUT SCHEDULE
3461MP4073 * *
VARIABLE TAKEOFF RATING
3510MP4009 * *
FULL FACE OXYGEN MASK - CAPTAIN AND FIRST OFFICER
3510MP4023 * *
FULL FACE OXYGEN MASKS AT FIRST AND SECOND OBSERVER'S
STATIONS
3520MP4104 * *
REMOTE FILL OF EMERGENCY OXYGEN SYSTEMS
3520MP4162 * *
PASSENGER OXYGEN CYLINDERS - PROVISIONS TO INCREASE FROM
5 TO 9
3910MP4025 * *
REVISE SWITCH GUARD COLOR
5124MP4103 * *
CORROSION PROTECTION - PAINTING BOTTOM OF FUSELAGE -
DELETE
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
10
<PAGE>
<TABLE>
<S> <C> <C>
5311MP4006 * *
RADOME PAINT - REVISION - RAIN EROSION PROTECTIVE COATING
5610MP4011 * *
NO. 2 AND NO. 3 FLIGHT COMPARTMENT WINDOWS - INSTALLATION
OF TRIPLEX
7900MP4012 * *
MOBIL OIL JET II - INSTALLATION -ENGINES/ENGINE ACCESSORIES/
APU/ADP'S/L.E. FLAP DRIVES - AND
DELETION OF MC 7900MP4005
TOTAL * *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
11
<PAGE>
Exhibit 10.32
Supplemental Agreement No.10
to
Purchase Agreement No.1498
between
The Boeing Company
and
International Lease Finance Corporation
Relating to Boeing Model 767-300ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 12th day of November,
1993, by and between THE BOEING COMPANY, a Delaware corporation (hereinafter
called Boeing), and International Lease Finance Corporation, a company with its
principal office in the City of Los Angeles, State of California, (hereinafter
called Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement on August 25, 1988,
relating to Boeing Model 767-300ER aircraft, which agreement, as amended,
together with all exhibits and specifications attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase Agreement as
hereinafter set forth, to correct the Schedule 1 thereto; and to provide
performance guarantees for two of the Aircraft,
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Schedule 1 to the Purchase Agreement, entitled "Aircraft Deliveries and
Descriptions," is deleted in its entirety and is replaced by a new Schedule 1;
correcting configuration references for the October 1994 and May 1995 Aircraft.
Such revised Schedule 1 is attached hereto and incorporated into the Purchase
Agreement by this reference.
2. *
5. Boeing and Buyer agree that the terms and conditions of Letter Agreement No.
1498-1, dated August 25, 1988, shall apply to this Supplemental Agreement No. 10
and related letter agreements.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
<PAGE>
The Purchase Agreement shall be deemed to be supplemented to the extent herein
provided and as so supplemented shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY International Lease
Finance Corporation
By: R. Leo Lyons By: Steven Udvar-Hazy
Its: Attorney-In-Fact Its: President
2
<PAGE>
Attachment A to Supplemental Agreement No.10 to Purchase
Agreement No.1498 Schedule 1 to Purchase Agreement No. 1498
SCHEDULE 1 (as revised by Supplemental Agreement No.10)
AIRCRAFT DELIVERIES AND DESCRIPTIONS MODEL 767-300ER
<TABLE>
<CAPTION>
Article 5.1
Advance
Month of Quantity Detail Specification Configuration Article 3.1 Payment
Delivery of Aircraft Number and Date Exhibit No. Basic Price Basic Price
<S> <C> <C> <C> <C> <C>
January 1991 One (1) D6T10330-UILF 08-22-89 A-1 * *
April 1991 One (1) D6T10330ILF-NZ 12-19-89 A-3 * *
June 1991 One (1) D6T10330-UILF 08-22-89 A-1 * *
January 1992 One (1) D6T10330ILF-NZ 12-19-89 A-3 * *
February 1992 One (1) D6T10330ILF-AAR 08-22-89 A-5 * *
April 1993 Two (2) D6T10330UKL 03-29-92 A-6 * *
March 1994 One (1) D6T10330ILF 08-22-89 A * *
May 1994 One (1) D6T10330ILF 08-22-89 A * *
September 1994 One (1) D6T10330ILF 06-28-91 A-8 * *
October 1994 One (1) D6T10330ILF 02-16-90 A-4 * *
March 1995 One (1) D6T10330ILF 02-16-90 A-4 * *
May 1995 One (1) D6T10330ILF-3 03-20-92 A-7 * *
September 1995 One (1) D6T10330ILF-3 03-20-92 A-7 * *
October 1995 One (1) D6T10330ILF 08-22-89 A * *
December 1995 One (1) D6T10330ILF-1 08-22-89 A-2 * *
Total Sixteen (16)
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
</TABLE>
3
<PAGE>
Exhibit 10.33
Supplemental Agreement No. 17
to
Purchase Agreement No. 1499
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 757-200 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of October 26, 1993, by and
between THE BOEING COMPANY, a Delaware corporation (hereinafter called Boeing),
and INTERNATIONAL LEASE FINANCE CORPORATION, a company with its principal office
in the City of Los Angeles, California (hereinafter called Buyer);
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, the parties hereto entered into an agreement on August 25, 1988,
relating to Boeing Model 757-200 aircraft, which agreement, as amended, together
with all exhibits and specifications attached thereto and made a part thereof,
is hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase Agreement to clarify
the airframe and engine provisions applicable to certain of the aircraft as
described herein,
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Page 2 of Schedule 1 to the Purchase Agreement, entitled "Aircraft
--------
Deliveries and Descriptions," is deleted in its entirety and replaced by a new
- - ---------------------------
Page 2, attached hereto, which, with respect to the January 1996 Aircraft adds a
new footnote reflecting the correct base year dollars (1987 Airframe, 1992
Engines) and corrects a typographical error in the basic price for such
Aircraft.
2. Exhibit D to the Purchase Agreement, entitled "Airframe and Engine
Price Adjustment" is revised by:
(i) Adding the following text to the definition of "P" set forth on
page D-1 thereto:
"January 1996 RR Aircraft
Only (*)" and
<PAGE>
(ii) Changing the Quantity of Aircraft amount set forth in the table
of scheduled delivery months set forth therein from "One (1)" to "Two
(2)" for the months April 1993, January 1994 and April 1994.
3. Exhibit D-2 to the Purchase Agreement is revised by substituting
the month "May 1994" in the titles thereto (page D-2-1 and D-2-5); and by
deleting the schedule of delivery months set forth on page D-2-2 thereto and
replacing it with the following schedule:
<TABLE>
<CAPTION>
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
- - ------------------------ -------- ---------------------
<S> <C> <C>
May 1994 One (1) Oct., Nov., Dec. 1993
</TABLE>
This change accurately reflects the contractual change in delivery month from
June 1994 to May 1994 which was incorporated into the Purchase Agreement by
Supplemental Agreement No. 14.
4. Exhibit D-3 to the Purchase Agreement is revised by adding the
month "January 1996" to the title set forth on page D-3-8 thereto so that the
entire title now reads as follows:
"ENGINE PRICE ADJUSTMENT - ROLLS ROYCE
(1992 BASE PRICE)
THE FEBRUARY 1994, NOVEMBER 1995 AND JANUARY 1996 AIRCRAFT"
The purchase Agreement shall be deemed to be supplemented to the extent herein
provided and as so supplemented shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: ______________________ By: _________________________
Its: Attorney-In-Fact Its: President
-------------------- ------------------------
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
<PAGE>
Attachment to Supplemental Agreement No. 17
to Purchase Agreement No. 1499
Schedule 1 to Purchase Agreement No. 1499
Page 1 of 2
SCHEDULE 1
----------
(as revised by Supplemental Agreement No. 17)
AIRCRAFT DELIVERIES AND DESCRIPTIONS
------------------------------------
MODEL 757-200
-------------
<TABLE>
<CAPTION>
MONTH QUANTITY ARTICLE 5.1
OF OF DETAIL SPECIFICATION CONFIGURATION ARTICLE 3.1 ADVANCE PAYMENT
DELIVERY AIRCRAFT NO. AND DATE EXHIBIT NO. BASIC PRICE BASE PRICE
- - -------- -------- -------------------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
April 1991 One (1) D6-44010-77 01-20-89 A-1 * *
December 1991 One (1) D6-44010-77 01-20-89 A-1 * *
January 1992 One (1) D6-44010-77 01-20-89 A-1 * *
April 1992 One (1) D6-44010-77 01-20-89 A-1 * *
May 1992 One (1) D6-44010-50 04-30-90 A-2 * *
January 1993 One (1) D924N104-4 12-11-91 A-3 * *
March 1993 One (1) D924N104-4 03-27-92 A-3 * *
March 1993 One (1) D6-44010-50-2 01-20-89 A * *
April 1993 One (1) D924N104-4 03-27-92 A-3 * *
April 1993 One (1) D6-44010-77 01-20-89 A-1 * *
May 1993 One (1) D924N104-4 03-27-92 A-3 * *
June 1993 One (1) D6-44010-77 01-20-89 A-1 * *
January 1994 One (1) D6-44010-77 01-20-89 A-1 * *
January 1994 One (1) D6-44010-77 01-20-89 A * *
February 1994 One (1) D924N104-4 03-27-92 A-3 * *
March 1994 One (1) D924N104-4 03-27-92 A-3 * *
March 1994 One (1) D6-44010-77 01-20-89 A-1 * *
April 1994 One (1) D6-44010-77 01-20-89 A-1 * *
April 1994 One (1) D6-44010-50-2 01-20-89 A * *
May 1994 One (1) D924N104-4 03-27-92 A-3 * *
October 1994 One (1) D6-44010-77 01-20-89 A-1 * *
* *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
3
<PAGE>
Attachment to Supplemental Agreement No. 17
to Purchase Agreement No. 1499
Schedule 1 to Purchase Agreement No. 1499
Page 2 of 2
SCHEDULE 1
----------
(as revised by Supplemental Agreement No. 17)
AIRCRAFT DELIVERIES AND DESCRIPTIONS
------------------------------------
MODEL 757-200
-------------
<TABLE>
<CAPTION>
MONTH QUANTITY ARTICLE 5.1
OF OF DETAIL SPECIFICATION CONFIGURATION ARTICLE 3.1 ADVANCE PAYMENT
DELIVERIES AIRCRAFT NO. AND DATE EXHIBIT NO. BASIC PRICE BASIC PRICE
- - ---------- -------- ------------------------ ------------ ----------- ---------------
<S> <C> <C> <C> <C> <C>
January 1995 One (1) D6-44010-50-2 01-20-89 A * *
April 1995 One (1) D6-44010-50-2 01-20-89 A * *
May 1995 One (1) D6-44010-50-2 01-20-89 A * *
July 1995 One (1) D6-44010-50-2 01-20-89 A * *
October 1995 One (1) D6-44010-77 01-20-89 A-1 * *
November 1995 One (1) D6-44010-50-2 01-20-89 A * *
December 1995 One (1) D6-44010-77 01-20-89 A-1 * *
January 1996 One (1) D6-44010-50-2 01-20-89 A * *
Total Twenty-Nine (29)
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
4
<PAGE>
Supplemental Agreement No.18
to
Purchase Agreement No. 1499
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 757-200 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 26th day of October,
1993, by and between THE BOEING COMPANY, a Delaware corporation (hereinafter
called Boeing), and INTERNATIONAL LEASE FINANCE CORPORATION, a company with its
principal office in the City of Los Angeles, California (hereinafter called
Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement on August 25, 1988,
relating to Boeing Model 757-200 aircraft, which agreement, as amended, together
with all exhibits and specifications attached thereto and made a part thereof,
is hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase Agreement to reflect
the a change in delivery schedule for one (1) of the Model 757-200 aircraft as
well as certain additional changes as hereinafter set forth,
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Schedule 1 to the Purchase Agreement, entitled "Aircraft Deliveries and
Descriptions," is deleted in its entirety and replaced by a new Schedule 1,
attached hereto, reflecting the change in delivery schedule from July 1995 to
June 1995 for one Aircraft. Such new Schedule 1 is incorporated into the
Purchase Agreement by this reference.
The Purchase Agreement shall be deemed to be supplemented to the extent
herein provided and as so supplemented shall continue in full force and effect.
5
<PAGE>
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: R. L. Lyons By: S. F. Udver-Hazy
Its: Attorney-In-Fact Its: President
6
<PAGE>
Attachment to Supplemental Agreement No. 18 to Purchase Agreement No. 1499
Schedule 1 to Purchase Agreement No. 1499
SCHEDULE 1
(as revised by Supplemental Agreement No.18)
AIRCRAFT DELIVERIES AND DESCRIPTIONS MODEL 757-200
<TABLE>
<CAPTION>
DETAIL ADVANCE
MONTH OF SPECIFICATION CONFIGURATION ARTICLE 3.1 PAYMENT
DELIVERY QUANTITY NO. AND DATE EXHIBIT NO. BASIC PRICE BASIC PRICE
- - -------- -------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C> <C>
April 1991 One (1) D6-44010-77 01-20-89 A-1 * *
December 1991 One (1) D6-44010-77 01-20-89 A-1 * *
January 1992 One (1) D6-44010-77 01-20-89 A-1 * *
April 1992 One (1) D6-44010-77 01-20-89 A-1 * *
May 1992 One (1) D6-44010-50 04-30-90 A-2 * *
January 1993 One (1) D924N104-4 12-11-91 A-3 * *
March 1993 One (1) D924N104-4 03-27-92 A-3 * *
March 1993 One (1) D6-44010-50-2 01-20-89 A * *
April 1993 One (1) D924N104-4 03-27-92 A-3 * *
April 1993 One (1) D6-44010-77 01-20-89 A-1 * *
May 1993 One (1) D924N104-4 03-27-92 A-3 * *
June 1993 One (1) D6-44010-77 01-20-89 A-1 * *
January 1994 One (1) D6-44010-77 01-20-89 A-1 * *
January 1994 One (1) D6-44010-77 01-20-89 A * *
February 1994 One (1) D924N104-4 03-27-92 A-3 * *
March 1994 One (1) D924N104-4 03-27-92 A-3 * *
March 1994 One (1) D6-44010-77 01-20-89 A-1 * *
April 1994 One (1) D6-44010-77 01-20-89 A-1 * *
April 1994 One (1) D6-44010-50-2 01-20-89 A * *
May 1994 One (1) D924N104-4 03-27-92 A-3 * *
October 1994 One (1) D6-44010-77 01-20-89 A-1 * *
* *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
7
<PAGE>
SCHEDULE 1
(as revised by Supplemental Agreement No.18)
AIRCRAFT DELIVERIES AND DESCRIPTIONS MODEL 757-200
<TABLE>
<CAPTION>
ARTICLE 5.1
DETAIL ADVANCE
MONTH OF SPECIFICATION CONFIGURATION ARTICLE 3.1 PAYMENT
DELIVERY QUANTITY NO. AND DATE EXHIBIT NO. BASIC PRICE BASIC PRICE
- - -------- -------- ------------- ------------- ----------- -----------
<S> <C> <C> <C> <C> <C>
January 1995 One (1) D6-44010-50-2 01-20-89 A * *
April 1995 One (1) D6-44010-50-2 01-20-89 A * *
May 1995 One (1) D6-44010-50-2 01-20-89 A * *
June 1995 One (1) D6-44010-50-2 01-20-89 A * *
October 1995 One (1) D6-44010-77 01-20-89 A-1 * *
November 1995 One (1) D6-44010-50-2 01-20-89 A * *
December 1995 One (1) D6-44010-77 01-20-89 A-1 * *
January 1996 One (1) D6-44010-50-2 01-20-89 A * *
Total Twenty-Nine (29)
* *
*
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
8
<PAGE>
Exhibit 10.34
Supplemental Agreement No. 2
to
Purchase Agreement No. 1770
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 767-300ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 7TH day of December,
1993, by and between THE BOEING COMPANY, a Delaware corporation (hereinafter
called Boeing), and International Lease Finance Corporation, a company with its
principal office in the City of Los Angeles, State of California, (hereinafter
called Buyer);
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties hereto entered into an agreement on December 15, 1992,
relating to Boeing Model 767-300ER aircraft, which agreement, as amended,
together with all exhibits and specifications attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase Agreement as
hereinafter set forth, to exercise the option to purchase one (1) of the Option
Aircraft set forth in Letter Agreement No. 6-1162-RLL-497 to the Purchase
Agreement;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Article 1, entitled "Subject Matter of Sale," paragraph 1.1 "The Aircraft"
---------------------- ------------
is deleted in its entirety and replaced by the following new Article 1, which is
attached hereto and incorporated into the Purchase Agreement by this reference.
2. Schedule 1 to the Purchase Agreement, entitled "Aircraft Deliveries and
-----------------------
Descriptions," is deleted in its entirety and is replaced by a new Schedule 1;
- - ------------
reflecting the addition of one (1) General Electric Aircraft scheduled for
delivery in February 1996. Such new Table 1 is attached hereto and incorporated
into the Purchase Agreement by this reference.
<PAGE>
3. Exhibit D, entitled "Airframe and Engine Price Adjustment," is revised by
inserting the new delivery month of February 1996 into the schedule of delivery
months set forth in page 2 thereto. A revised page 2 incorporating this month
is attached hereto and incorporated into the Purchase Agreement by this
reference.
4. Letter Agreement No. 6-1162-RLL-497 entitled "Option Aircraft" is revised by
deleting in their entirety pages 1 and 3, page 3 of Attachment A, and page 2 of
Attachment B and substituting new pages numbered accordingly.This revision
deletes reference to the February 1996 Option Aircraft. Such new pages are
attached hereto and incorporated into the Purchase Agreement by this reference.
5. Upon execution of this Supplemental Agreement advance payments in the amount
of * shall be due for the additional Aircraft. Since Buyer has previously made
option deposits of * per Aircraft, a total of * shall be returned to Buyer
within three business days of execution of this Supplemental Agreement.
The Purchase Agreement shall be deemed to be supplemented to the extent
herein provided and as so supplemented shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: R. L. Lyons By: S. Udvar-Hazy
------------------------- ---------------------
Its: Attorney-In-Fact Its: President
------------------------ ---------------------
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
<PAGE>
Attachment to
Supplemental Agreement No. 2 to
Purchase Agreement No. 1770
Page 1 of 1
Table 1 to
----------
Purchase Agreement 1770
-----------------------
Aircraft Deliveries and Descriptions
------------------------------------
Model 767-300ER Aircraft
------------------------
<TABLE>
<CAPTION>
Article 3.7
Month/Year Quantity Detail Base Article 3 Advance
of of Specification Exhibit Airframe Special Engine Aircraft Payment
Delivery Aircraft No. and Date No. Price Features Price Basic Price Base Price
- - -------- -------- ------------ ------- -------- -------- ------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January 1996 One (1) D6T10330ILF-3 A-1 * * * * *
February 1996 One (1) D6T10330ILF-2 A * * * * *
July 1996 One (1) D6T10330ILF-3 A-1 * * * * *
February 1997 One (1) D6T10330ILF-3 A-1 * * * * *
February 1997 One (1) D6T10330ILF-2 A * * * * *
May 1997 One (1) D6T10330ILF-2 A * * * * *
November 1997 One (1) D6T10330ILF-2 A * * * * *
December 1997 One (1) D6T10330ILF-2 A * * * * *
October 1998 One (1) D6T10330ILF-2 A * * * * *
November 1998 One (1) D6T10330ILF-3 A-1 * * * * *
November 1999 One (1) D6T10330ILF-2 A * * * * *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
D-1
<PAGE>
Exhibit D
Page 2
ICI = The three-month arithmetic average of the released monthly values
for the Industrial Commodities Index as set forth in the "Producer
Prices and Price Index" (Base year 1982 = 100) as released by the
Bureau of Labor Statistics, U.S. Department of Labor values
(expressed as a decimal and rounded to the nearest tenth) for the
months set forth in the table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided by 116.2
will be expressed as a decimal rounded to the nearest ten-thousandth and then
multiplied by .65 with the resulting value also expressed as a decimal and
rounded to the nearest ten-thousandth.
In determining the value of M, the ratio of ICI divided by 115.9
will be expressed as a decimal rounded to the nearest ten-thousandth and then
multiplied by .35 with the resulting value also expressed as a decimal and
rounded to the nearest ten-thousandth.
<TABLE>
<CAPTION>
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
- - --------------------- -------- --------------------
<S> <C> <C>
January 1996 One (1) June, July, Aug. 1995
February 1996 One (1) July, Aug., Sept. 1995
July 1996 One (1) Dec. 1995, Jan., Feb. 1996
February 1997 Two (2) July, Aug., Sept. 1996
May 1997 One (1) Oct., Nov., Dec. 1996
November 1997 One (1) Apr., May, June 1997
December 1997 One (1) May, June, July 1997
October 1998 One (1) Mar., Apr., May 1998
November 1998 One (1) Apr., May, June 1998
</TABLE>
2. If at the time of delivery of an Aircraft Boeing is unable to determine
the Airframe Price Adjustment because the applicable values to be used to
determine the ECI and ICI have not been released by the Bureau of Labor
Statistics, then:
2.1 The Airframe Price Adjustment, to be used at the time of delivery of
each of the Aircraft, will be determined by utilizing the escalation
provisions set forth above. The values released by the Bureau of Labor
Statistics and available to Boeing 30 days prior to
D-2
<PAGE>
Exhibit 10.35
Supplemental Agreement No. 3
to
Purchase Agreement No. 1771
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 757 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of October 26, 1993, by and
between THE BOEING COMPANY, a Delaware corporation (Boeing), and INTERNATIONAL
LEASE FINANCE CORPORATION, a corporation with its principal office in the City
of Los Angeles, State of California (Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement dated as of December
15, 1992, relating to Boeing Model 757 aircraft, which agreement, as amended,
together with all exhibits and specifications attached thereto and made a part
thereof which is hereinafter called the "Purchase Agreement" and;
WHEREAS, Buyer wishes to supplement the Purchase Agreement to (i) reflect
the change in delivery schedule for one (1) of the Model 757-200 aircraft, (ii)
exercise the option to purchase two (2) of the Option Aircraft set forth in
Letter No. 6-1162-RLL-487 to the Purchase Agreement and (iii) reflect the change
in delivery schedule for two of the Model 757-200 Option Aircraft;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree to supplement the Purchase Agreement as follows:
1. Article 1, entitled "Subject Matter of Sale," is deleted in its entirety and
replaced by a new Article 1, which is attached hereto and incorporated into the
Purchase Agreement by this reference.
2. Table 1, entitled "Aircraft Deliveries and Descriptions," is deleted in its
entirety and replaced by a new Table 1, reflecting the change in delivery
schedule from November 1997 to November 1996 for one Aircraft and reflecting the
addition of two (2) Pratt and Whitney Aircraft scheduled for delivery in April
1998
<PAGE>
and November 1998. Such new Table 1 is attached hereto and incorporated into
the Purchase Agreement by this reference.
3. Exhibit D, entitled "Airframe and Engine Price Adjustment is revised by
inserting the new delivery months of April 1998 and November 1998 into the
schedule of delivery months set forth in page 2 thereto. A revised page 2
incorporating this month is attached hereto and incorporated into the Purchase
Agreement by this reference.
4. Letter Agreement No. 6-1162-RLL-487 is revised by deleting in their entirety
pages 1 and 3, page 3 of Attachment A, and page 2 of Attachment B; and
substituting new pages numbered accordingly. Such new pages are attached hereto
and incorporated into the Purchase Agreement by this reference.
Upon execution of this Supplemental Agreement advance payments in the amount of
* shall be due for the additional aircraft. Since Buyer has previously made
option Deposits of * per Aircraft, a total of * shall be * within three business
days of execution of this Supplemental Agreement.
The Purchase Agreement shall be deemed to be supplemented to the extent herein
provided and as so supplemented shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE FINANCE CORPORATION
By: R. Leo Lyons By: S. F. Udvar-Hazy
Its: Attorney-In-Fact Its: President
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
2
<PAGE>
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver to Buyer and
Buyer will purchase and accept delivery from Boeing of twelve (12) Boeing Model
757-200 Rolls-Royce powered aircraft (the RR Aircraft) manufactured in
accordance with Boeing detail specification D6-44010-50-2 Rev B, dated May 1,
1992, as described in Exhibit A-1, and nine (9) Boeing Model 757-200 Pratt &
Whitney powered aircraft (the PW Aircraft) manufactured in accordance with
Boeing detail specification D6-44010-77 Rev E, dated May 15, 1992 as described
in Exhibit A and as modified from time to time in accordance with this Agreement
(Detail Specification). Such aircraft may be referred to herein, as the context
may require, as "Model 757-200 Aircraft" and are referred to individually and
collectively as the "Aircraft" or "AIRCRAFT". The Aircraft powered by the
Rolls-Royce engine may also be referred to, as the context may require, as the
"RR Aircraft," and the Aircraft powered by the Pratt & Whitney engine may also
be referred to, as the context may require, as the "P&W Aircraft."
1.2 Additional Goods and Services. In connection with the sale of
the Aircraft, Boeing will also provide to Buyer certain other things under this
Agreement, including data, documents, training and services, all as described in
this Agreement.
1.3 *
1.4 Defined Terms. For ease of use, certain terms are treated as
defined terms in this Agreement. Such terms are identified with a capital
letter and set forth and/or defined in Exhibit F.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
3
<PAGE>
Attachment to Supplemental Agreement No. 3
to Purchase Agreement No. 1771
Table 1 to Purchase Agreement No. 1771
Page 1 of 1
Table 1 to
Purchase Agreement 1771
Aircraft Deliveries and Descriptions
Model 757-200 Aircraft As Amended by Supplemental Agreement No. 2
<TABLE>
<CAPTION>
Month/Year Quantity Detail Base Article 3 Advance
of of Specification Exhibit Airframe Special Engine Aircraft Payment
Delivery Aircraft No. and Date No. Price Features Price Basic Price Base Price
- - -------- -------- ------------- ------- -------- -------- ------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
May 1996 One (1) D6-44010-77 A * * * * *
June 1996 One (1) D6-44010-50-2 A-1 * * * * *
September 1996 One (1) D6-44010-50-2 A-1 * * * * *
October 1996 One (1) D6-44010-50-2 A-1 * * * * *
November 1996 One (1) D6-44010-77 A * * * * *
February 1997 One (1) D6-44010-77 A * * * * *
March 1997 One (1) D6-44010-50-2 A * * * * *
April 1997 One (1) D6-44010-77 A * * * * *
May 1997 One (1) D6-44010-50-2 A-1 * * * * *
September 1997 One (1) D6-44010-50-2 A-1 * * * * *
October 1997 One (1) D6-44010-77 A * * * * *
December 1997 One (1) D6-44010-50-2 A-1 * * * * *
February 1998 One (1) D6-44010-50-2 A-1 * * * * *
March 1998 One (1) D6-44010-77 A * * * * *
April 1998 One (1) D6-44010-50-2 A-1 * * * * *
April 1998 One (1) D6-44010-77 A * * * * *
May 1998 One (1) D6-44010-50-2 A-1 * * * * *
September 1998 One (1) D6-44010-50-2 A-1 * * * * *
November 1998 One (1) D6-44010-77 A * * * * *
March 1999 One (1) D6-44010-77 A $ $ $ $ *
May 1999 One (1) D6-44010-50-2 A-1 $ $ $ $ *
<FN>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
4
<PAGE>
ICI = The three-month arithmetic average of the released monthly values
for the Industrial Commodities Index as set forth in the "Producer Prices and
Price Index" (Base Year 1982 = 100) as released by the Bureau of Labor
Statistics, U.S. Department of Labor values (expressed as a decimal and rounded
to the nearest tenth) for the months set forth in the table below for the
applicable Aircraft.
In determining the value of L, the ratio of ECI divided by 116.2 will be
expressed as a decimal rounded to the nearest ten-thousandth and then multiplied
by .65 with the resulting value also expressed as a decimal and rounded to the
nearest ten-thousandth.
In determining the value of M, the ratio of ICI divided by 115.9 will be
expressed as a decimal rounded to the nearest ten-thousandth and then multiplied
by .35 with the resulting value also expressed as a decimal and rounded to the
nearest ten-thousandth.
<TABLE>
<CAPTION>
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
<S> <C> <C>
May 1996 One (1) Oct., Nov., Dec. 1995
June 1996 One (1) Nov., Dec. 1995, Jan. 1996
September 1996 One (1) Feb., Mar., Apr. 1996
October 1996 One (1) Mar., Apr., May 1996
November 1996 One (1) Apr., May, June 1996
February 1997 One (1) July, Aug., Sept. 1996
March 1997 One (1) Aug., Sept., Oct. 1996
April 1997 One (1) Sept., Oct., Nov. 1996
May 1997 One (1) Oct., Nov., Dec. 1996
September 1997 One (1) Feb., Mar., Apr. 1997
October 1997 One (1) Mar., Apr., May 1997
December 1997 One (1) May, June, July 1997
February 1998 One (1) July, Aug., Sept. 1997
March 1998 One (1) Aug., Sept., Oct. 1997
April 1998 Two (2) Sept., Oct., Nov. 1997
May 1998 One (1) Oct., Nov., Dec. 1997
September 1998 One (1) Feb., Mar., Apr. 1998
November 1998 One (1) April, May, June 1997
</TABLE>
5
<PAGE>
Exhibit 10.36
6-1162-RLL-886
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-RLL-886 to Purchase Agreement No. 1497 -
CAA Validation of General Electric Model CF6-80C2-B1F Engines on Model
747-400 Aircraft
Gentlemen:
Reference is made to Purchase Agreement No. 1497 dated as of August 25, 1988 as
heretofore amended and supplemented (the Purchase Agreement) between The Boeing
Company (Boeing) and International Lease Finance Corporation (Buyer) relating to
the sale by Boeing and the purchase by Buyer of certain Model 747 aircraft
(hereinafter referred to as the Aircraft). Particular reference is made to
Supplemental Agreement No. 6, dated even date herewith, relating to
configuration of two (2) of the Aircraft for lease to Virgin Atlantic Airways,
Ltd. (Lessee).
This letter, when accepted by Buyer, will become part of the Purchase Agreement
and will evidence our further agreement with respect to the matters set forth
below.
All terms used herein and in the Purchase Agreement, and not defined herein,
shall have the same meaning as in the Purchase Agreement.
General Electric engines have not been validated by the UKCAA on Model 747-400
aircraft. Lessee requires CAA validation for operation of its leased Aircraft.
Therefore, Boeing and Buyer agree as follows:
1. Boeing shall make application to obtain CAA validation of the General
Electric CF6-80C2-B1F engines on Model 747-400 aircraft. Buyer shall provide
such assistance as maybe required by Boeing in obtaining the CAA validation.
2. In a timely manner Boeing shall design or cause to be designed any items of
additional Aircraft equipment that the CAA and Boeing have established as being
required to obtain CAA validation.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3. Buyer agrees to purchase Master Change No. 0220MP4148 for a price of * for
the incorporation of Master Change No. 0220MP4148. The price listed above is a
one time charge that will be included in the invoice for the April 1994 747-400
aircraft but will be applicable for the two 747-400 aircraft being leased by
Buyer to Lessee.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By R. Leo Lyons
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: November 12, 1993
INTERNATIONAL LEASE FINANCE CORPORATION
By Steven Udvar-Hazy
Its President and CEO
2
<PAGE>
Exhibit 10.37
6-1162-KAC-1736
International Lease Finance Corporation
1999 Avenue of the Stars
Los Angeles, California 90067
Subject: Letter Agreement No.6-1162-KAC-1736 to Purchase Agreement No. 1498 -
Engine Price Adjustment - Substitute Aircraft - Supplemental Agreement No. 9
Gentlemen:
Reference is made to Purchase Agreement No. 1498 dated as of August 25, 1988
(the Purchase Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to the sale by Boeing and the
purchase by Buyer of certain Model 767-300ER aircraft (the Aircraft) and to
Supplemental Agreement No.9 dated May 28, 1993, relating to the substitution of
General Electric Model CF6-80C2-B6F engines for the Model CF6-80C2-B4 engines
for the following aircraft:
<TABLE>
<CAPTION>
Scheduled Month
of Delivery Quantity
<S> <C>
March 1994 One (1)
May 1994 One (1)
September 1994 One (1)
October 1994 One (1)
March 1995 One (1)
October 1995 One (1)
</TABLE>
The aircraft with engines substituted as defined above are hereinafter referred
to as the Substitute Aircraft.
This letter, when accepted by Buyer, will become part of the Purchase Agreement
and will evidence our further agreement with respect to the matters set forth
below.
All terms used herein and in the Purchase Agreement, and not defined herein,
shall have the same meaning as in the Purchase Agreement.
In support of the Substitute Aircraft, Boeing will amend its engine order with
General Electric (GE) to reflect the purchase of CF6-80C2-B6F engines for each
Substitute Aircraft.
<PAGE>
Subsequent to the execution of the Purchase Agreement, the prices and engine
escalation provisions for GE series engines have been revised. In accordance
with Boeing's agreement with GE, such revised engine prices and escalation
provisions are to be used in determining adjustments in the prices of CF6-80C2
series engines required as a result of changes in Boeing's orders with GE
occurring after the date the revised prices and escalation provisions became
effective.
The following engine pricing provisions are applicable to such engine
substitutions.
(a) The following definitions shall apply:
"Aircraft Engine Basic Price" - basic price of the engine selected to power
the Aircraft as set forth in the definitive agreement to purchase the Aircraft.
"Substitute Engine Price" - basic price of the engine selected to power the
Substitute Aircraft as quoted by GE at the time of entering into the definitive
agreement to purchase the Substitute Aircraft.
"Aircraft Engine Price" - basic price of the engine with the same thrust
rating as selected to power the Aircraft as quoted by GE at the time of entering
into the definitive agreement to purchase the Substitute Aircraft.
"Delta Engine Price" - shall be determined by subtracting from the
Substitute Engine Price the Aircraft Engine Price.
(b) The price of engines to be used in determining the basic price of the
Substitute Aircraft shall be equal to the Aircraft Engine Base Price increased
by the Delta Engine Price, if the Substitute Engine Price is greater than the
Aircraft Engine Price, or decreased by the Delta Engine Price if the Substitute
Engine Price is less than the Aircraft Engine Price.
(c) The engine escalation amount to be added to the basic price of the
Substitute Aircraft at the time of delivery to determine the engine escalation
element of the purchase price of the Substitute Aircraft shall be equal to:
2
<PAGE>
(i) The engine escalation amount determined for the Aircraft Engine
utilizing the Aircraft Engine Basic Price and the escalation provisions for such
Engine as set forth in Exhibit D of the Purchase Agreement, plus or minus
(ii) the escalation amount of the Delta Engine Price determined by
utilizing the GE engine escalation provisions as set forth in Attachment A to
this Letter Agreement. The Delta Engine Price will be substituted for the
engine basic price in such GE escalation provisions. If the Delta Engine Price
is added to the Aircraft Engine Basic Price under paragraph b) above, the above
escalation is added to the Substitute Aircraft basic price. If the Delta Engine
Price is subtracted from the Aircraft Engine Basic Price under paragraph b)
above, the above escalation is subtracted from the Substitute Aircraft basic
price.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By Katherine A. Crandell
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: October 20, 1993
INTERNATIONAL LEASE FINANCE CORPORATION
By R.G. Duncan
Its Senior Vice President
Attachment
3
<PAGE>
Attachment to Letter Agreement No.6-1162-KAC-1736
ENGINE PRICE ADJUSTMENT , GENERAL ELECTRIC
(1991 BASE PRICE)
(a) The basic price of each Aircraft set forth in Article 3 of this Agreement
includes an aggregate price for thrust adjustment from CF6-80C2-B4 to CF6-80C2-
B6 engines (collectively in this Exhibit D called "Engines") of *. The
adjustment in Engine price applicable to each Aircraft ("Engine Price
Adjustment" herein) will be determined at the time of Aircraft delivery in
accordance with the following formula:
D1 = (Pb x CPI) , Pb 124.49
(b) The following definitions will apply herein:
D1 = Engine Price Adjustment
Pb = Aggregate Engine Base Price as set forth in paragraph
(a) above.
CPI = The Composite Price Index as determined in accordance with the
formula set forth below. The Index values referred to below, to be used in
determining the CPI, will be for the ninth month prior to the month of scheduled
Aircraft delivery. Such Index values will be those prepared by the Bureau of
Labor Statistics, U.S. Department of Labor.
CPI = L + M1 + M2 + M3
L = The Labor Index for such month will be the quotient, expressed as a
decimal and rounded to the nearest thousandth, of the "Hourly Earnings of
Aircraft Engines and Engine Parts Production Workers" SIC 3724, for such month
divided by Eleven Dollars and Sixteen Cents ($11.16). Such quotient will be
multiplied by 100 and then by thirty percent (30%) with the value resulting from
the latter multiplication expressed as a decimal and rounded to the nearest
hundredth.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4
<PAGE>
M1 = The Industrial Commodities Index for such month will be equal to
thirty percent (30%) of the Producer Price Index for "all commodities other than
Farm and Foods," Code 3 through 15, (Base Year 1982 = 100) for such month,
expressed as a decimal and rounded to the nearest hundredth.
M2 = The Metals and Metal Products Index for such month will be equal to
thirty percent (30%) of the Producer Price Index for "Metals and Metal
Products," Code 10, (Base Year 1982 = 100) for such month expressed as a decimal
and rounded to the nearest hundredth.
M3 = The Fuel Index for such month will be equal to ten percent (10%) of
the Producer Price Index for "Fuel and Related Products and Power," Code 5,
(Base Year 1982 = 100) for such month expressed as a decimal and rounded to the
nearest hundredth.
124.49 = Composite Price Index for October, 1990.
The factor (CPI divided by 124.49) by which the Aggregate Engine Base Price is
to be multiplied will be expressed as a decimal and rounded to the nearest
thousandth.
The Engine Price Adjustment will not be made if it would result in a decrease in
the aggregate Engine base price.
(c) The values of the Average Hourly Earnings and Producer Price Indices used
in determining the Engine Price Adjustment will be those published by the Bureau
of Labor Statistics, U.S. Department of Labor as of a date 30 days prior to the
scheduled Aircraft delivery to Buyer. Such values will be considered final and
no Engine Price Adjustment will be made after Aircraft delivery for any
subsequent changes in published Index values.
(d) If the U.S. Department of Labor, Bureau of Labor Statistics (i)
substantially revises the methodology (in contrast to benchmark adjustments or
other corrections of previously published data) or (ii) discontinues publication
of any of the data referred to above, General Electric agrees to meet jointly
with Boeing and Buyer to jointly select a substitute for the revised or
discontinued data;
5
<PAGE>
such substitute data to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing the use of the
original data as it may have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions set forth above
will be made to accomplish this result for the affected Engines.
In the event the Engine price escalation provisions are made non-enforceable or
otherwise rendered null and void by any agency of the United States Government,
General Electric agrees to meet jointly with Boeing and Buyer to jointly agree,
to the extent such parties may lawfully do so, to adjust equitably the purchase
price of any affected Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that have occurred from the period represented by the
applicable CPI to the ninth month preceding the month of scheduled delivery of
the applicable Aircraft.
NOTE: Any rounding of a number, as required under this Exhibit D with respect
to escalation of the Engine price, will be accomplished as follows: if the
first digit of the portion to be dropped from the number to be rounded is five
or greater, the preceding digit will be raised to the next higher number.
6
<PAGE>
Exhibit 10.38
October 22, 1993
6-1162-RLL-475R
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-RLL-475R to
Purchase Agreement No. 1768 -
Flexibility Matters
Gentlemen:
Reference is made to Purchase Agreement No. 1768 dated as of December 15,
1992 between The Boeing Company (Boeing) and International Lease Finance
Corporation (Buyer) relating to Boeing Model 747-400 aircraft (hereinafter
referred to as the Aircraft).
All terms used and not defined herein shall have the same meaning as in the
Agreement.
1. Right of Substitution.
Notwithstanding that at the time of execution of the Purchase Agreement,
Buyer has selected the engines to power the Aircraft, Buyer shall have the right
to change its selection of engine manufacturer and engine type by so advising
Boeing no later than twenty-four (24) months prior to the scheduled month of
delivery of the Aircraft in question, subject to the offerability of the
proposed airframe/engine combination under consideration and the receipt by
Boeing of appropriate commitments from the respective engine manufacturers. In
the event of such change in engine selection, Buyer shall reimburse Boeing for
any cancellation charges from the engine manufacturer or costs incurred by
Boeing as a result of such change. The price of the substitute engines shall be
the then-current price quoted by the engine manufacturer at the time of
substitution unless otherwise agreed by the parties, except in the case of the
substitution of another model of General Electric (GE) 80C2-series engines on
the GE Aircraft. In case of substitution of another model of GE 80C2- series
engines, the following engine pricing provisions shall be applicable.
The following definitions shall apply:
"Aircraft Engine Basic Price" - basic price of the engine selected to power
the Aircraft as set forth in the definitive agreement to purchase the Aircraft.
"Substitute Engine Price" - basic price of the 80C2-series engine selected
to power the Substitute Aircraft as quoted
<PAGE>
by GE at the time of entering into the definitive agreement to purchase the
Substitute Aircraft.
"Aircraft Engine Price" - basic price of the 80C2-B4 engine as quoted by GE
at the time of entering into the definitive agreement to purchase the Substitute
Aircraft.
"Delta Engine Price" - shall be determined by subtracting from the
Substitute Engine Price the Aircraft Engine Price.
The price of engines to be used in determining the basic price of the
Substitute Aircraft shall be equal to the Aircraft Engine Base Price increased
by the Delta Engine Price if the Substitute Engine Price is greater than the
Aircraft Engine Price or decreased by the Delta Engine Price if the Substitute
Engine Price is less than the Aircraft Engine Price.
The engine escalation amount to be added to the basic price of the
Substitute Aircraft at the time of delivery to determine the engine escalation
element of the purchase price of the Substitute Aircraft shall be equal to:
(i) the engine escalation amount determined for the Aircraft Engine
utilizing the Aircraft Engine Basic Price and the escalation provisions for such
Engine as set forth in the definitive agreement to purchase the Aircraft plus or
minus
(ii) the escalation amount of the Delta Engine Price determined by
utilizing the GE engine escalation provisions in effect at the time the parties
enter into the definitive agreement to purchase the Substitute Aircraft and
applicable to the Substitute Engine. The Delta Engine Price will be substituted
for the engine basic price in such GE escalation provisions. If the Delta
Engine Price is added to the Aircraft Engine Basic Price, the above escalation
is added to the Substitute Aircraft basic price. If the Delta Engine Price is
subtracted from the Aircraft Engine Basic Price, the above escalation is
subtracted from the Substitute Aircraft basic price.
2. Right of Substitution.
Buyer shall have the right to substitute in lieu of one of the Aircraft a
Boeing Model 747-400 Freighter (hereinafter referred to as the "Substitute
Aircraft"), on a one for one basis, subject to the following terms and
conditions.
2.1 Buyer agrees to notify Boeing that it is considering the substitution
of Aircraft provided herein as soon as possible after such substitution comes
under consideration by Buyer and the parties shall thereupon commence technical
discussions relating to configuration of the Substitute Aircraft.
2
<PAGE>
2.2 Buyer shall provide Boeing with its written or telegraphic notice of
its election to substitute aircraft and the parties shall execute a definitive
agreement for the Substitute Aircraft no later than twenty-four (24) months
prior to the then-current scheduled month of delivery of the Aircraft for which
substitution is being made.
2.3 The delivery of the Substitute Aircraft shall occur during the same
general time period as the Aircraft for which substitution is being made, unless
otherwise agreed by the parties, and shall be subject to the availability of
delivery positions for the Substitute Aircraft in the time period in question.
2.4 Upon receipt of notice from Buyer of its election to substitute,
Boeing shall submit to Buyer a proposal for the Substitute Aircraft which shall
contain the terms and conditions, not inconsistent herewith, applicable to the
manufacture and sale of such Substitute Aircraft to Buyer.
3. *
4. Purchase Agreement and Detail Specification Revision.
In the event of a substitution or rescheduling of an Aircraft as
contemplated herein, Boeing and Buyer agree that within thirty (30) days after
receipt by Boeing or Buyer's notice thereof, or within such other time as the
parties may mutually agree, the parties will execute appropriate documents
reflecting the effects of such substitution or rescheduling on the Purchase
Agreement terms, including but not limited to the effects on the Basic Price,
Purchase Price, Advance Payment Base Price and applicable engine and airframe
escalation provisions.
5. Letter Agreement No. 6-1162-KAC-475 is cancelled and superseded by this
Letter Agreement no. 6-1162-RLL-475R.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND
HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
3
<PAGE>
6. *
Boeing and Buyer agree that the provisions of * shall apply to this Letter
Agreement.
Very truly yours,
THE BOEING COMPANY
By R. Leo Lyons
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
12th day of November, 1993
INTERNATIONAL LEASE FINANCE
CORPORATION
By Steven Udvar-Hazy
Its President and CEO
4
<PAGE>
EXHIBIT 12
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
<TABLE>
<CAPTION>
YEAR ENDED 13 MONTHS YEARS ENDED
NOVEMBER 30 ENDED DECEMBER 31,
----------- DECEMBER 31, ----------------------------
1989 1990 1991 1992 1993
----------- ------------ -------- -------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
Earnings
Net income............. $ 61,164 $ 69,901 $ 89,530 $157,749 $168,565
Add:
Provision for income
taxes................ 33,706 46,064 50,170 88,491 109,075
Fixed charges......... 155,917 211,802 230,984 279,827 340,568
Less:
Capitalized interest.. 22,310 33,630 38,947 36,291 39,363
-------- -------- -------- -------- --------
Earnings as adjusted
(A)................... $228,477 $294,137 $331,737 $489,776 $578,845
======== ======== ======== ======== ========
Preferred dividend re-
quirements............ $8,953 $4,916 $ -- $ -- $ 2,692
Ratio of income before
provision for income
taxes to net
income............... 155% 176% 156% 156% 165%
-------- -------- -------- -------- --------
Preferred dividend
factor on
pretax basis......... 13,877 8,652 -- -- 4,442
-------- -------- -------- -------- --------
Fixed charges
Interest expense...... 133,607 178,172 192,037 243,536 301,205
Capitalized interest.. 22,310 33,630 38,947 36,291 39,363
-------- -------- -------- -------- --------
Fixed charges as ad-
justed................ 155,917 211,802 230,984 279,827 340,568
-------- -------- -------- -------- --------
Fixed charges and
preferred stock
dividends(B).......... $169,794 $220,454 $230,984 $279,827 $345,010
======== ======== ======== ======== ========
Ratio of earnings to
fixed charges and
preferred stock
dividends
((A) divided by (B))... 1.35x 1.33x 1.44x 1.75x 1.68x
===== ===== ===== ===== =====
</TABLE>
42
<PAGE>
EXHIBIT 24
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-3 No. 33-59362) of International Lease Finance Corporation and in the
related Prospectus of our report dated February 23, 1994, with respect to the
consolidated financial statements and schedules of International Lease Finance
Corporation included in this Annual Report (Form 10-K) for the year ended
December 31, 1993.
ERNST & YOUNG
Century City,
Los Angeles, California
March 14, 1994
43
