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Press release from Business Wire

ILFC Announces Solicitations of Consents from Holders of Enhanced Capital Advantaged Preferred Securities

Tuesday, July 23, 2013

ILFC Announces Solicitations of Consents from Holders of Enhanced Capital Advantaged Preferred Securities

19:05 EDT Tuesday, July 23, 2013

LOS ANGELES (Business Wire) -- International Lease Finance Corporation (“ILFC”), a wholly owned subsidiary of American International Group, Inc. (NYSE: AIG), announced today that it has commenced consent solicitations with respect to two junior subordinated debentures due 2065. ILFC is soliciting consents from the 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”).

The ECAPS I represent preferred undivided beneficial ownership interests in the assets of ILFC E-Capital Trust I, a trust which holds a $600 million Junior Subordinated Debenture due 2065 issued by ILFC (“Debenture I”), and the ECAPS II represent preferred undivided beneficial ownership interests in the assets of ILFC E-Capital Trust II, a trust which holds a $400 million Junior Subordinated Debenture due 2065 issued by ILFC (“Debenture II” and, together with Debenture I, the “Debentures”).

ILFC is soliciting consents: (i) from holders of record of the ECAPS I as of 5:00 p.m., New York City time, on July 22, 2013 (such time and date, the “Record Date”) to amend certain provisions relating to financial tests contained in Debenture I and (ii) from holders of record of the ECAPS II as of the Record Date to amend certain provisions relating to financial tests contained in Debenture II. The consent solicitations seek to amend 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 (the “Proposed Amendments”).

If the Proposed Amendments are not implemented for either Debenture, it is more likely that a “mandatory trigger event” and, consequently, a “mandatory deferral event” will occur under such Debenture. Therefore, it is more likely that ILFC will be required, pursuant to the terms of the Debentures, to defer interest payments on a Debenture if the Proposed Amendments are not implemented for such Debenture. The success of each consent solicitation is not dependent on the success of the other consent solicitation and the Proposed Amendments could become effective for only one Debenture and not the other Debenture.

Each consent solicitation will expire at the earlier of (i) 5:00 P.M., New York City Time, on the first date on which the required consents for such consent solicitation have been received by such time, but no earlier than 5:00 P.M., New York City Time, on July 25, 2013 and (ii) 5:00 P.M., New York City Time, on July 31, 2013, unless extended or earlier terminated by ILFC in its sole discretion. Consents may not be revoked once delivered, except under the limited circumstances described in the Consent Solicitation Statement, dated July 23, 2013. ILFC has the right to extend, amend or terminate either or both consent solicitations at any time prior to the effectiveness of the Proposed Amendments relating to the applicable Debenture. If the Proposed Amendments are not effected for either Debenture, such Debenture and the underlying ECAPS will remain in effect in their present form. If the Proposed Amendments are effected for either or both Debentures, they will bind all holders and any subsequent holders of the applicable series of ECAPS, whether or not such holders consented to the amendments. Regardless of the outcome of the consent solicitations, and whether or not the Proposed Amendments are effected, the ECAPS and the Debentures will continue to be outstanding and the Debentures will continue to accrue interest as provided in the Debentures and the indenture governing the Debentures. The Proposed Amendments will not alter ILFC's obligation to pay the principal of the Debentures or alter the stated interest rate, maturity date or redemption provisions of the Debentures.

This press release does not set forth all of the terms and conditions of the consent solicitations. Holders of the ECAPS should carefully read ILFC's Consent Solicitation Statement and the accompanying materials for a complete description of all terms and conditions before making any decision with respect to the consent solicitations. Additional information concerning the terms and conditions of the consent solicitations, and the procedure for delivering consents, may be obtained from the solicitation agent, J.P. Morgan Securities LLC at (866) 834-4660 (toll free) or (212) 834-4811 (collect). Copies of the Consent Solicitation Statement and related documents may be obtained from the information and tabulation agent, D.F. King & Co., Inc., by calling (800) 714-3312 (toll free), (212) 269-5550 (collect) or by email at ilfc@dfking.com. None of ILFC, the trusts that issued the ECAPS, the trustee for the Debentures, the information and tabulation agent or the solicitation agent makes any recommendation in connection with the consent solicitations.

This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any ECAPS or any other securities. The consent solicitations are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitations under applicable state or foreign securities or “blue sky” laws.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements related to the expected timing of the consent solicitations. These forward-looking statements reflect ILFC's current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Except for ILFC's ongoing obligation to disclose material information as required by federal securities laws, it does not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date hereof.

About ILFC

International Lease Finance Corporation (ILFC) is a global market leader in the leasing and remarketing of commercial aircraft. With approximately 1,000 owned and managed aircraft and commitments to purchase 336 new high-demand, fuel-efficient aircraft, ILFC is the world's largest independent aircraft lessor. ILFC has approximately 200 customers in more than 80 countries and provides part-out and engine leasing services through its subsidiary, AeroTurbine. ILFC operates from offices in Los Angeles, Amsterdam, Beijing, Dublin, Miami, Seattle, and Singapore. ILFC is a wholly owned subsidiary of American International Group, Inc. (AIG). www.ilfc.com

About AIG

American International Group, Inc. (AIG) is a leading international insurance organization serving customers in more than 130 countries. AIG companies serve commercial, institutional, and individual customers through one of the most extensive worldwide property-casualty networks of any insurer. In addition, AIG companies are leading providers of life insurance and retirement services in the United States. AIG common stock is listed on the New York Stock Exchange and the Tokyo Stock Exchange. Additional information about AIG can be found at www.aig.com.

International Lease Finance Corporation
Investor Relations Contact:
Pam Hendry, +1 310-788-1970
or
Media Contact:
Paul Thibeau, +1 310-788-1999
pthibeau@ilfc.com

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