Exhibit 99.30
November 22, 2016
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Deutsche Bank Securities Inc.
60 Wall Street, 4th Floor
New York, New York 10005
Ladies and Gentlemen:
In connection with our proposed sale of 4,000,000 ordinary shares, Euro 0.01 par value per share (the Ordinary Shares), of AerCap Holdings N.V. (the Company) through Citigroup Global Markets Inc. (CGMI) and Deutsche Bank Securities Inc. (DBSI, together with CGMI, the Brokers) pursuant to Rule 144 (Rule 144) under the Securities Act of 1933, as amended (the Act, such sale the Sale), we represent and warrant to you:
1. The undersigned is not aware of any material non-public information concerning the Company or the Ordinary Shares, and material information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold securities of the Company.
2. The undersigned agrees that it will satisfy all applicable filing, reporting or other requirements, including Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), with respect to the Ordinary Shares and this transaction and it will promptly notify the Brokers after any such report filed under Sections 13(d) and 13(g) of the Exchange Act becomes publicly available.
3. The undersigned shall file or cause to be filed, on the date hereof and in the manner contemplated by Rule 144(h) under the Act, a notice on Form 144 relating to the sale of the Ordinary Shares described herein.
4. From the date three months prior to the date hereof, neither the undersigned nor any of its affiliates nor any person who would be considered to be the same person as the undersigned or act[ing] in concert with the undersigned (as such terms are used in clauses (a)(2) and (e)(3)(vi) of Rule 144) has sold or hedged (through swaps, options, short sales or otherwise) any long position in, any Ordinary Shares, except for the sale by Waha AC Coöperatief U.A. (Waha) of 994,548 Ordinary Shares to DBSI on August 23, 2016. The undersigned has not solicited or arranged for the solicitation of, and will not solicit or arrange for the solicitation of, orders to buy Ordinary Shares in anticipation of or in connection with this transaction. Except as provided herein, the agreements entered into by Waha as of the date hereof with each of Deutsche Bank AG, London Branch (DB), Citibank N.A., London Branch (Citi), USB AG, London Branch (UBS) and Nomura International plc (Nomura), the undersigned has not made or arranged for, and will not make or arrange for, any payment to any person in connection with any sales of the Ordinary Shares. For the purposes of this paragraph, Ordinary Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Ordinary Shares.
5. The undersigned does not know or have any reason to believe that the Company has not complied with the reporting requirements contained in paragraph (c)(1) of Rule 144.
6. The undersigned is not an underwriter with respect to the Ordinary Shares, and the sale described above is not part of any distribution of the Ordinary Shares, as those terms are used in Section 2(a)(11) of the Act.
7. The undersigned and all persons whose sales must be aggregated with those of the undersigned under Rule 144(a)(2) and Rule 144(e) shall not sell any Ordinary Shares within the next three months except as permitted pursuant to Rule 144 or an effective registration statement under the Act.
8. The undersigned agrees that, without the prior written consent of the Brokers, it and its affiliates will not, during the period ending 30 calendar days after the date hereof, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Ordinary Shares or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) the Sale, (b) any sale made in connection with those certain amendments entered into by Waha and DB, Nomura and Citi (together, the September 2014 Counterparties) on November 22, 2016 to the funded collar confirmations entered into on September 2, 2014 by Waha and each of the September 2014 Counterparties that relate in the aggregate to 14,923,306 Ordinary Shares or (c) any sale made in connection with those certain amendments entered into by Waha and Citi, DB and UBS (together, the December 2014 Counterparties) on November 22, 2016 to the funded collar confirmations entered into on December 1, 2014 by Waha and each of the December 2014 Counterparties that relate in the aggregate to 11,923,305 Ordinary Shares.
9. The Ordinary Shares to be sold in the transaction described herein are not restricted securities (as such term is defined in Rule 144).
In connection with the Sale, the undersigned hereby authorizes and instructs the Brokers to pay the proceeds of the sale by wire transfer of immediately available funds on November 29, 2016 as follows:
a) | to Deutsche Bank AG, London Branch, USD28,301,129.00; |
Bank: Bank of New York
ABA#: 021000018
Acct No.: 8900327634
Beneficiary: Deutsche Bank Securities Inc
b) | to Nomura International plc, USD34,003,762.00; |
Bank: BOA NT SA New York
BIC: BOFAUS3N
Account No/Ref: 6550-6-61548
Account Name: Nomura International plc
c) | to Citibank N.A., London Branch, USD43,252,565.00 |
Bank: Citibank NA New York
BIC: CITIUS33 (or ABA: 021000089)
F/O: Citibank NA London
A/C: 10990765
Ref: NY Swap Operations
d) | to Waha Capital PJSC, the amount remaining after giving effect to the transactions set forth in subparagraphs (a) to (c) above. |
Account Name: Al Waha Capital PJSC
IBAN: AE870200000001309913100
Bank: HSBC BANK MIDDLE EAST
PO BOX 242
Abu Dhabi
United Arab Emirates
Swift Code: BBME AEAD ABU
Correspondent Bank: HSBC
Marine Midland Bldg
140 Broadway
New York City, New York
United States
Swift Code: MRMDUS33
Very truly yours, |
AVIA HOLDING LIMITED |
/s/ Chakib Aabouche |
Name: Chakib Aabouche |
Title: Authorized Signatory |