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International Lease Finance Corporation (“ILFC”), a wholly owned subsidiary of American International Group, Inc. (NYSE: AIG), announced today that it has received the necessary consents from holders of its Enhanced Capital Advantaged Preferred Securities (CUSIP Nos. 44965T AA5 and U4504Y AA3) (“ECAPS I”) and Enhanced Capital Advantaged Preferred Securities (CUSIP Nos. 44965U AA2 and U4505N AA6) (“ECAPS II” and, together with ECAPS I, the “ECAPS”) to effect certain amendments (the “Amendments”) to both its 5.90% Junior Subordinated Debenture due 2065 (“Debenture I”) and its 6.25% Junior Subordinated Debenture due 2065 (“Debenture II” and, together with Debenture I, the “Debentures”). ILFC received consents from holders of a majority of the aggregate liquidation amount of each series of ECAPS prior to 5:00 P.M., New York City time, on July 25, 2013. As a result, each consent solicitation expired at 5:00 P.M., New York City time, on July 25, 2013 (the “Expiration Time”).
The Amendments will amend certain financial tests in each Debenture by (i) replacing the definition of “Tangible Equity Amount” used in calculating ILFC’s ratio of equity to total managed assets with a definition for “Total Equity Amount” that does not exclude ILFC’s intangible assets from ILFC’s total stockholders’ equity as reflected on its consolidated balance sheet, and (ii) amending the definition of “Average Four Quarters Fixed Charge Ratio” by replacing the definition of “Adjusted Earnings Before Interest and Taxes” with a definition for “Adjusted EBITDA,” which will exclude, among other items, interest, taxes, depreciation, amortization, all impairment charges and loss on extinguishment of debt when calculating the earnings portion of ILFC’s Average Four Quarters Fixed Charge Ratio. Upon satisfaction of the other conditions applicable to the consent solicitations, ILFC and Deutsche Bank Trust Company Americas (the “Trustee”) will enter into (i) a First Supplemental Indenture, effecting the Amendments to Debenture I, and (ii) a Second Supplemental Indenture, effecting the Amendments to Debenture II, each supplementing the Indenture, dated as of December 21, 2005, between ILFC and the Trustee.