SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 11, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
California 0-11350 22-3059110
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (310) 788-1999
(Former name or former address, if changed since last report.)
Not applicable.
<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Underwriting Agreement, dated January 11, 1994,
between the Registrant and Lehman Brothers
Inc. relating to the Registrant's 4-3/4% Notes
due January 15, 1997 (the "Notes").
4.1 Officers' Certificate (without exhibits),
dated January 18, 1994, establishing the terms
of the Notes.
4.2 Form of certificate for the Notes.
5.1 Opinion of O'Melveny & Myers regarding the
legality of the Notes.
23.1 Consent of O'Melveny & Myers (included in
Exhibit 5.1 hereto).
<PAGE>
Pursuant to the requirements of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
/s/ ALAN H. LUND
By: Alan H. Lund
Senior Vice President,
Chief Financial Officer and
Treasurer
DATED: January 18, 1994
International Lease Finance Corporation
Underwriting Agreement
January 11, 1994
New York, New York
To the Representatives named
in Schedule I hereto of
the Underwriters named
in Schedule II hereto
Dear Sirs:
International Lease Finance Corporation, a
California corporation (including its predecessor identified
in the Registration Statement (as defined below), the
"Company"), proposes to sell to the underwriters named in
Schedule II hereto (the "Underwriters"), for whom you are
acting as representatives (the "Representatives"), the
principal amount of its securities identified in Schedule I
hereto (the "Securities"), to be issued under an indenture
(the "Indenture") dated as of November 1, 1991, between the
Company and Continental Bank, National Association, as
trustee (the "Trustee"). If the firm or firms listed in
Schedule II hereto include only the firm or firms listed in
Schedule I hereto, then the terms "Underwriters" and
"Representatives," as used herein, shall each be deemed to
refer to such firm or firms.
1. Representations and Warranties. The Company
represents and warrants to, and agrees with, each
Underwriter that:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended
(the "Act"), and has filed with the Securities and
Exchange Commission (the "Commission") a registration
statement on such Form (the file number of which is set
forth in Schedule I hereto), which has become
effective, for the registration under the Act of the
Securities. Such registration statement, as amended at
the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies
in all other material respects with said Rule. The
Company proposes to file with the Commission pursuant
to Rule 424 under the Act a supplement to the form of
prospectus included in such registration statement
relating to the Securities and the plan of distribution
thereof and has previously advised you of all further
information (financial and other) with respect to the
Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended
at the date of this Agreement, is hereinafter called
the "Registration Statement"; such prospectus in the
form in which it appears in the Registration Statement
is hereinafter called the "Basic Prospectus"; and such
supplemented form of prospectus, in the form in which
it shall be filed with the Commission pursuant to Rule
424 (including the Basic Prospectus as so supplemented)
is hereinafter called the "Final Prospectus." Any
preliminary form of the Final Prospectus which has
heretofore been filed pursuant to Rule 424 is
hereinafter called the "Preliminary Final Prospectus."
Any reference herein to the Registration Statement, the
Basic Prospectus, any Preliminary Final Prospectus or
the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under
the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on or before the date of this
Agreement, or the issue date of the Basic Prospectus,
any Preliminary Final Prospectus or the Final
Prospectus, as the case may be; and any reference
herein to the terms "amend," "amendment" or
"supplement" with respect to the Registration
Statement, the Basic Prospectus, any Preliminary Final
Prospectus or the Final Prospectus shall be deemed to
refer to and include the filing of any document under
the Exchange Act after the date of this Agreement, or
the issue date of the Basic Prospectus, any Preliminary
Final Prospectus or the Final Prospectus, as the case
may be, deemed to be incorporated therein by reference.
(b) As of the date hereof, when the Final
Prospectus is first filed pursuant to Rule 424 under
the Act, when, prior to the Closing Date (as
hereinafter defined), any amendment to the Registration
Statement becomes effective (including the filing of
any document incorporated by reference in the
Registration Statement), when any supplement to the
Final Prospectus is filed with the Commission and at
the Closing Date, (i) the Registration Statement, as
amended as of any such time, and the Final Prospectus,
as amended or supplemented as of any such time, and the
Indenture will comply in all material respects with the
applicable requirements of the Act, the Trust Indenture
Act of 1939, as amended (the "Trust Indenture Act"),
and the Exchange Act and the respective rules
thereunder and (ii) neither the Registration Statement,
as amended as of any such time, nor the Final
Prospectus, as supplemented as of any such time, will
contain any untrue statement of a material fact or omit
to state any material fact required to be stated
therein or necessary in order to make the statements
therein not misleading; provided, however, that the
Company makes no representations or warranties as to
(i) that part of the Registration Statement which shall
constitute the Statement of Eligibility and
Qualification (Form T-1) under the Trust Indenture Act
of the Trustee or (ii) the information contained in or
omitted from the Registration Statement or the Final
Prospectus or any amendment thereof or supplement
thereto in reliance upon and in conformity with
information furnished in writing to the Company by or
on behalf of any Underwriter through the
Representatives specifically for use in connection with
the preparation of the Registration Statement and the
Final Prospectus.
(c) Subsequent to the respective dates as of
which information is given in the Registration
Statement and Final Prospectus, and except as set forth
or contemplated in the Final Prospectus, neither the
Company nor any of its subsidiaries has incurred any
material liabilities or obligations, direct or
contingent, nor entered into any material transactions
not in the ordinary course of business, and there has
not been any material adverse change in the condition
(financial or otherwise), business, prospects or
results of operations of the Company and its
subsidiaries considered as a whole.
(d) The Securities have been duly authorized
and, when the Underwriters' Securities (as defined in
Section 2 hereof) are issued and delivered pursuant to
this Agreement and, in the case of any Contract
Securities (as defined in Section 2 hereof), pursuant
to Delayed Delivery Contracts (as defined in Section 2
hereof) with respect to such Contract Securities, such
Securities will have been duly executed, authenticated,
issued and delivered and will constitute valid and
legally binding obligations of the Company entitled to
the benefits provided by the Indenture, which will be
substantially in the form filed as an exhibit to the
Registration Statement or a document incorporated by
reference therein; the Indenture has been duly
authorized and duly qualified under the Trust Indenture
Act and constitutes a valid and legally binding
instrument, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency,
reorganization and other laws of general applicability
relating to or affecting creditors' rights and to
general equity principles; and the Securities and the
Indenture will conform to the descriptions thereof in
the Final Prospectus.
2. Purchase and Sale. Subject to the terms and
conditions and in reliance upon the representations and
warranties herein set forth, the Company agrees to sell to
each Underwriter and each Underwriter agrees, severally and
not jointly, to purchase from the Company, at the purchase
price set forth in Schedule I hereto, the principal amount
of the Securities set forth opposite such Underwriter's name
in Schedule II hereto, except that, if Schedule I hereto
provides for the sale of Securities pursuant to delayed
delivery arrangements, the respective principal amounts of
Securities to be purchased by Underwriters shall be as set
forth in Schedule II hereto less the respective amounts of
Contract Securities determined as provided below.
Securities to be purchased by the Underwriters are herein
sometimes called the "Underwriters' Securities" and
Securities to be purchased pursuant to Delayed Delivery
Contracts hereinafter provided are herein called "Contract
Securities."
If so provided in Schedule I hereto, the
Underwriters are authorized to solicit offers to purchase
Securities from the Company pursuant to delayed delivery
contracts ("Delayed Delivery Contracts"), substantially in
the form of Schedule III hereto but with such changes
therein as the Company may authorize or approve. The
Underwriters will endeavor to make such arrangements and, as
compensation therefor, the Company will pay to the
Representatives, for the account of the Underwriters, on the
Closing Date, the percentage set forth in Schedule I hereto
of the principal amount of the Securities for which Delayed
Delivery Contracts are made. Delayed Delivery Contracts are
to be with institutional investors including commercial and
savings banks, insurance companies, pension funds,
investment companies and educational and charitable
institutions. The Company will enter into Delayed Delivery
Contracts in all cases where sales of Contract Securities
arranged by the Underwriters have been approved by the
Company but, except as the Company may otherwise agree, each
such Delayed Delivery Contract must be for not less than the
minimum principal amount set forth in Schedule I hereto and
the aggregate principal amount of Contract Securities may
not exceed the maximum aggregate principal amount set forth
in Schedule I hereto. The Underwriters will not have any
responsibility in respect of the validity or performance of
Delayed Delivery Contracts. The principal amount of
Securities to be purchased by each Underwriter as set forth
in Schedule II hereto shall be reduced by an amount which
shall bear the same proportion to the total principal amount
of Contract Securities as the principal amount of Securities
set forth opposite the name of such Underwriter bears to the
aggregate principal amount set forth in Schedule II hereto,
except to the extent that you determine that such reduction
shall be otherwise than in such proportion and so advise the
Company in writing; provided, however, that the total
principal amount of Securities to be purchased by all
Underwriters shall be the aggregate principal amount set
forth in Schedule II hereto less the aggregate principal
amount of Contract Securities.
3. Delivery and Payment. Delivery of and
payment for the Underwriters' Securities shall be made at
the office, on the date and at the time specified in
Schedule I hereto (or such later date not later than five
business days after such specified date as the
Representatives shall designate), which date and time may be
postponed by agreement between the Representatives and the
Company or as provided in Section 8 hereof (such date and
time of delivery and payment for the Underwriters'
Securities being herein called the "Closing Date").
Delivery of the Underwriters' Securities shall be made to
the Representatives for the respective accounts of the
several Underwriters against payment by the several
Underwriters through the Representatives of the purchase
price thereof to or upon the order of the Company by
certified or official bank check or checks payable in next
day funds.
The Company and the Underwriters shall mutually
determine if the Underwriters' Securities shall be delivered
in certificated form or by book-entry transfer. If the
Underwriters' Securities are to be delivered in certificated
form, (a) certificates for the Underwriters' Securities
shall be registered in such names and in such denominations
as the Representatives may request not less than three full
business days in advance of the Closing Date and (b) the
Company agrees to have the Underwriters' Securities
available for inspection, checking and packaging by the
Representatives in New York, New York, not later than 1:00
p.m. on the business day prior to the Closing Date. If the
Underwriters' Securities are to be delivered by book-entry
transfer, one or more global certificates representing the
Underwriters' Securities shall be delivered to The
Depositary Trust Company ("DTC"). Interests in the
Underwriters' Securities will be represented by book entries
on the records of DTC as the Representatives may request not
less than three full business days in advance of the Closing
Date. The Company agrees to have the global certificate(s),
if any, available for inspection by the Representatives in
New York, New York, not later than 1:00 p.m. on the business
day prior to the Closing Date.
4. Agreements. The Company agrees with the
several Underwriters that:
(a) Prior to the termination of the offering of
the Securities, the Company will not file any amendment
of the Registration Statement or supplement (including
the Final Prospectus) to the Basic Prospectus unless
the Company has furnished you a copy for your review
prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will
cause the Final Prospectus to be filed (or transmitted
for filing) with the Commission pursuant to Rule 424.
The Company will promptly advise the Representatives
(i) when the Final Prospectus shall have been filed (or
transmitted for filing) with the Commission pursuant to
Rule 424, (ii) when any amendment to the Registration
Statement relating to the Securities shall have become
effective, (iii) of any request by the Commission for
any amendment of the Registration Statement or
amendment of or supplement to the Final Prospectus or
for any additional information, (iv) of the issuance by
the Commission of any stop order suspending the
effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any
proceeding for such purpose. The Company will use its
best efforts to prevent the issuance of any such stop
order and, if issued, to obtain as soon as possible the
withdrawal thereof.
(b) If, at any time when a prospectus relating to
the Securities is required to be delivered under the
Act, any event occurs as a result of which the Final
Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit
to state any material fact required to be stated
therein or necessary to make the statements therein, in
the light of the circumstances under which they were
made, not misleading, or if it shall be necessary to
amend or supplement the Final Prospectus to comply with
the Act or the Exchange Act or the respective rules
thereunder, the Company promptly will prepare and file
with the Commission, subject to the first sentence of
paragraph (a) of this Section 4, an amendment or
supplement which will correct such statement or
omission or an amendment which will effect such
compliance.
(c) As soon as practicable, the Company will make
generally available to its security holders and to the
Representatives an earnings statement or statements of
the Company and its subsidiaries which will satisfy the
provisions of Section 11(a) of the Act and Rule 158
under the Act.
(d) The Company will furnish to the
Representatives and counsel for the Underwriters,
without charge, both executed and conformed copies of
the Registration Statement (including exhibits thereto)
and each amendment thereto which shall become effective
on or prior to the Closing Date and, so long as
delivery of a prospectus by an Underwriter or dealer
may be required by the Act, as many copies of any
Preliminary Final Prospectus and the Final Prospectus
and any amendments thereof and supplements thereto as
the Representatives may reasonably request. The
Company will pay the expenses of printing or other
production of all documents relating to the offering.
(e) The Company will arrange for, and be
responsible for expenses incurred in connection with,
the qualification of the Securities for sale under the
laws of such jurisdictions as the Representatives may
reasonably designate, will maintain such qualifications
in effect so long as required for the distribution of
the Securities, and, if requested by the Representa-
tives, will arrange for the determination of the
legality of the Securities for purchase by
institutional investors.
(f) Until the business day following the Closing
Date, the Company will not, without the consent of the
Representatives, offer, sell or contract to sell, or
announce the offering of, any debt securities covered
by the Registration Statement or any other registration
statement filed under the Act.
5. Conditions to the Obligations of the
Underwriters. The obligations of the Underwriters to
purchase the Underwriters' Securities shall be subject to
the accuracy of the representations and warranties on the
part of the Company contained herein as of the date hereof,
as of the date of the effectiveness of any amendment to the
Registration Statement filed prior to the Closing Date
(including the filing of any document incorporated by
reference therein) and as of the Closing Date, to the
accuracy of the statements of the Company made in any
certificates pursuant to the provisions hereof, to the
performance by the Company of its obligations hereunder and
to the following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement, as amended from time to
time, shall have been issued and no proceedings for
that purpose shall have been instituted or threatened.
(b) The Company shall have furnished to the
Representatives the opinion of corporate counsel for
the Company, dated the Closing Date, to the effect
that:
(i) The Company is duly qualified to do
business as a foreign corporation and is in good
standing under the laws of each jurisdiction in
which the ownership or leasing of its property or
the conduct of its business requires it to be so
qualified; provided, however, that the Company may
not be so qualified in certain jurisdictions, the
effect of which would not have a material adverse
effect on the Company.
(ii) To the best knowledge of such counsel,
Interlease Aviation Corporation, ILFC Aircraft
Holding Corporation, Interlease Management
Corporation, Aircraft SPC-1, Inc., Aircraft SPC-2,
Inc. and Atlantic International Aviation Holdings,
Inc., a wholly owned subsidiary of Interlease
Management Corporation, are the only domestic
subsidiaries of the Company.
(iii) No subsidiary of the Company nor all of
the subsidiaries of the Company taken as a whole
is a "significant subsidiary" as defined in Rule
1-02 of Regulation S-X promulgated under the
Exchange Act.
(iv) To the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental
agency, authority or body or any arbitrator
involving the Company or any of its subsidiaries
of a character required to be disclosed in the
Registration Statement which is not adequately
disclosed in the Final Prospectus.
(c) The Company shall have furnished to the
Representatives the opinion of O'Melveny & Myers,
special counsel for the Company, dated the Closing
Date, to the effect that:
(i) Each of the Company and Interlease
Management Corporation, Interlease Aviation
Corporation and ILFC Aircraft Holding Corporation
has been duly incorporated and is existing and in
good standing under the laws of the jurisdiction
in which it is incorporated.
(ii) The Company has the corporate power to
own its properties and conduct its business as
described in the Final Prospectus.
(iii)The Indenture has been duly authorized
by all necessary corporate action on the part of
the Company, has been duly executed and delivered
by the Company and is a legally valid and binding
obligation of the Company, enforceable against the
Company in accordance with its terms, except as
limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors'
rights generally, and except that such counsel may
advise that the enforceability of the Indenture is
subject to the effect of general principles of
equity including, without limitation, concepts of
materiality, reasonableness, good faith and fair
dealing and the possible unavailability of
specific performance or injunctive relief,
regardless of whether considered in a proceeding
in equity or at law, and, if applicable, is
subject to provisions of law which may require
that a judgment for money damages rendered by a
court in the United States be expressed in United
States dollars.
(iv) The Securities have been duly authorized
by all necessary corporate action on the part of
the Company and when executed and authenticated in
accordance with the provisions of the Indenture
and upon payment for and delivery of the
Underwriters' Securities in accordance with the
terms of this Agreement, and, if applicable, upon
payment for and delivery of the Contract
Securities in accordance with the terms of the
Delayed Delivery Contracts, will be legally valid
and binding obligations of the Company,
enforceable against the Company in accordance with
their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar
laws affecting creditors' rights generally, and
except that such counsel may advise that the
enforceability of the Securities is subject to the
effect of general principles of equity including,
without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and
the possible unavailability of specific
performance or injunctive relief, regardless of
whether considered in a proceeding in equity or at
law, and, if applicable, is subject to provisions
of law which may require that a judgment for money
damages rendered by a court in the United States
be expressed in United States dollars.
(v) The Indenture has been duly qualified
under the Trust Indenture Act.
(vi) This Agreement and, if applicable, any
Delayed Delivery Contracts have been duly
authorized by all necessary corporate action on
the part of the Company and have been duly
executed and delivered by the Company.
(vii)No consent, authorization, order or
approval of any California, New York or federal
court or governmental agency or body is required
on the part of the Company for the execution and
delivery of this Agreement or, if applicable, any
Delayed Delivery Contracts or for the issuance and
sale of the Securities, except such as have been
obtained under the Act, the Trust Indenture Act
and such as may be required under the Blue Sky or
securities laws of any jurisdiction and such other
approvals (specified in such opinion) as have been
obtained.
(viii)Neither the execution and delivery of
the Indenture nor the issuance of the Securities
will conflict with, result in a breach by the
Company of, or constitute a default under, the
Articles of Incorporation or Bylaws of the Company
or the terms of any of the agreements,
instruments, contracts, orders, injunctions or
judgments identified to such counsel in an
Officer's Certificate of the Company (a copy of
which will be delivered with the opinion of such
counsel) as agreements, instruments, contracts,
orders, injunctions or judgments binding on the
Company which have provisions relating to the
issuance by the Company of debt securities and the
breach of or default under or a conflict with
which would have a material adverse effect on the
Company and its subsidiaries considered as a
whole, except that no opinion need be expressed
regarding the effect, if any, of the issuance of
the Securities upon the Company's compliance with
any of the financial covenants contained in any of
said agreements, instruments, contracts, orders,
injunctions or judgments.
(ix) The Registration Statement has been
declared effective under the Act and, to such
counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has
been issued or threatened by the Commission.
(x) The Registration Statement, on the date
it was filed, appeared on its face to comply in
all material respects with the requirements as to
form for registration statements on Form S-3 under
the Act and the rules and regulations of the
Commission thereunder, except that no opinion need
be expressed concerning the financial statements
and other financial and statistical information
contained or incorporated by reference therein.
(xi) Such counsel does not know of any
material contract or other material document of a
character required to be filed as an exhibit to
the Registration Statement or required to be
described in the Registration Statement or the
Prospectus which is not filed or described as
required.
(xii)The documents incorporated by reference
into the Prospectus (the "Incorporated Documents")
appear on their face to comply in all material
respects with the requirements as to form for
reports on Form 10-K, Form 10-Q and Form 8-K, as
the case may be, under the Exchange Act, and the
rules and regulations thereunder in effect at the
respective dates of their filing, except that no
opinion need be expressed concerning the financial
statements and other financial and statistical
information contained or incorporated by reference
therein.
(xiii)The statements in the Final Prospectus
under the caption "Description of Debt
Securities," and in "Description of Notes,"
insofar as such statements constitute a summary of
provisions of the Indenture or the Securities,
fairly present the information required therein by
Form S-3.
(xiv)The purchase and sale of the Securities
in accordance with the terms and provisions of
this Agreement and the consummation of the
transactions contemplated under this Agreement
and, if applicable the Delayed Delivery Contracts,
the Indenture and the Securities will not violate
the provisions of Section 1 of Article XV of the
Constitution of the State of California.
(xv) The Company is not an "investment
company" within the meaning of the Investment
Company Act of 1940.
Such counsel shall also state that on the basis of
their review of the Registration Statement, the documents
incorporated therein on the effective date of the Registra-
tion Statement, the Final Prospectus and the Incorporated
Documents, and their participation in conferences in
connection with the preparation of the Registration
Statement and the Final Prospectus, they do not believe that
the Registration Statement and the documents incorporated
therein on the date the Registration Statement became
effective (or if later, the date the Company's latest Annual
Report on Form 10-K was filed with the Commission),
considered as a whole as of such date, contained any untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, and they do not believe
that the Final Prospectus and the Incorporated Documents,
considered as a whole on the date of the Final Prospectus
and on the date of the opinion, contain any untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading. Such counsel need not express any
opinion or belief as to any document filed by the Company
under the Exchange Act, whether prior or subsequent to the
effective date of the Registration Statement, except to the
extent that any such document is an Incorporated Document
read together with the Registration Statement or the
Prospectus and considered as a whole and as specifically
stated in clause (xii) above, nor must such counsel express
any opinion or belief as to the Form T-1 filed by the
Trustee in connection with the Securities or the financial
statements and other financial and statistical information
included or incorporated by reference in the Registration
Statement, the Prospectus or the Incorporated Documents.
(d) The Representatives shall have received from
Milbank, Tweed, Hadley & McCloy, counsel for the
Underwriters, such opinion or opinions, dated the
Closing Date, with respect to the issuance and sale of
the Securities, the Indenture, any Delayed Delivery
Contracts, the Registration Statement, the Final
Prospectus and other related matters as the
Representatives may reasonably require, and the Company
shall have furnished to such counsel such documents as
they request for the purpose of enabling them to pass
upon such matters.
(e) The Company shall have furnished to the
Representatives a certificate of the Company, signed by
the Chairman of the Board or the President and the
principal financial or accounting officer of the
Company, dated the Closing Date, to the effect that the
signers of such certificate have carefully examined the
Registration Statement, the Final Prospectus and this
Agreement and that:
(i) the representations and warranties of
the Company in this Agreement are true and correct
in all material respects on and as of the Closing
Date with the same effect as if made on the
Closing Date and the Company has, in all material
respects, complied with all the agreements and
satisfied all the conditions on its part to be
performed or satisfied at or prior to the Closing
Date;
(ii) no stop order suspending the
effectiveness of the Registration Statement has
been issued and no proceedings for that purpose
have been instituted or, to the Company's
knowledge, threatened; and
(iii) since the date of the most recent
financial statements included in the Final
Prospectus, there has been no material adverse
change in the condition (financial or other),
earnings, business or properties of the Company
and its subsidiaries, whether or not arising from
transactions in the ordinary course of business,
except as set forth or contemplated in the Final
Prospectus.
(f) At the Closing Date, Ernst & Young shall have
furnished to the Representatives a letter or letters,
dated as of the Closing Date, in form and substance
satisfactory to the Representatives, confirming that
they are independent accountants within the meaning of
the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder
and stating in effect that:
(i) in their opinion the audited financial
statements and financial statement schedules
included or incorporated in the Registration
Statement and the Final Prospectus and reported on
by them comply in form in all material respects
with the applicable accounting requirements of the
Act and the Exchange Act and the related published
rules and regulations;
(ii) on the basis of a reading of the latest
unaudited financial statements made available by
the Company and its subsidiaries; carrying out
certain specified procedures (but not an
examination in accordance with generally accepted
auditing standards) which would not necessarily
reveal matters of significance with respect to the
comments set forth in such letter; a reading of
the minutes of the meetings of the shareholders,
directors and audit committee of the Company and
the subsidiaries; and inquiries of certain
officials of the Company who have responsibility
for financial and accounting matters of the
Company and its subsidiaries as to transactions
and events subsequent to the date of the most
recent audited financial statements in or
incorporated in the Final Prospectus, nothing came
to their attention which caused them to believe
that:
(1) any unaudited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus do not
comply in form in all material respects with
applicable accounting requirements and with
the published rules and regulations of the
Commission with respect to financial
statements included or incorporated in
quarterly reports on Form 10-Q under the
Exchange Act; and said unaudited financial
statements are not in conformity with
generally accepted accounting principles
applied on a basis substantially consistent
with that of the audited financial statements
included or incorporated in the Registration
Statement and the Final Prospectus;
(2) with respect to the period
subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement
and the Final Prospectus, there were any
changes, at a specified date not more than
five business days prior to the date of the
letter, in the long-term debt of the Company
and its subsidiaries or capital stock of the
Company or decreases in the shareholders'
equity of the Company as compared with the
amounts shown on the most recent consolidated
balance sheet included or incorporated in the
Registration Statement and the Final
Prospectus, or for the period from the date
of the most recent financial statements
included or incorporated in the Registration
Statement and the Final Prospectus to such
specified date there were any decreases, as
compared with the corresponding period in the
preceding year, in consolidated revenues or
in total amounts of net income of the Company
and its subsidiaries, except in all instances
for changes or decreases set forth in such
letter, in which case the letter shall be
accompanied by an explanation by the Company
as to the significance thereof unless said
explanation is not deemed necessary by the
Representatives; or
(3) the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement
and the Final Prospectus do not agree with
the amounts set forth in the unaudited
financial statements for the same periods or
were not determined on a basis substantially
consistent with that of the corresponding
amounts in the audited financial statements
included or incorporated in the Registration
Statement and the Prospectus;
(iii) they have performed certain other
specified procedures as a result of which they
determined that certain information of an
accounting, financial or statistical nature (which
is limited to accounting, financial or statistical
information derived from the general accounting
records of the Company and its subsidiaries) set
forth in the Registration Statement and the Final
Prospectus and in Exhibit 12 to the Registration
Statement, including the information included or
incorporated in Items 1, 2, 6, 7 and 11 of the
Company's Annual Report on Form 10-K, incorporated
in the Registration Statement and the Final
Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on
Form 10-Q, incorporated in the Registration
Statement and the Final Prospectus, agrees with
the accounting records of the Company and its
subsidiaries, excluding any questions of legal
interpretation; and
(iv) if pro forma financial statements are
included or incorporated in the Registration
Statement and the Final Prospectus, on the basis
of a reading of the unaudited pro forma financial
statements, carrying out certain specified
procedures, inquiries of certain officials of the
Company and the acquired company who have
responsibility for financial and accounting
matters, and proving the arithmetic accuracy of
the application of the pro forma adjustments to
the historical amounts in the pro forma financial
statements, nothing came to their attention which
caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or
that the pro forma adjustments have not been
properly applied to the historical amounts in the
compilation of such statements.
References to the Registration Statement and the
Final Prospectus in this paragraph (f) are to such documents
as amended and supplemented at the date of the letter.
(g) Subsequent to the respective dates as of
which information is given in the Registration
Statement and the Final Prospectus, there shall not
have been (i) any change or decrease specified in the
letter or letters referred to in paragraph (f) of this
Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the
business or properties of the Company and its
subsidiaries the effect of which, in any case referred
to in clause (i) or (ii) above, is, in the judgment of
the Representatives, so material and adverse as to make
it impractical or inadvisable to proceed with the
offering or the delivery of the Securities as
contemplated by the Registration Statement and the
Final Prospectus.
(h) Subsequent to the execution of this
Agreement, there shall not have been any decrease in
the ratings of any of the Company's debt securities by
Moody's Investors Service, Inc. or Standard & Poor's
Corporation and neither of said organizations shall
have publicly announced that it has under consideration
or review with negative implications any of the
Company's debt securities.
(i) Prior to the Closing Date, the Company shall
have furnished to the Representatives such further
information, certificates and documents as the
Representatives may reasonably request.
(j) The Company shall have accepted Delayed
Delivery Contracts in any case where sales of Contract
Securities arranged by the Underwriters have been
approved by the Company.
If any of the conditions specified in this
Section 5 shall not have been fulfilled in all material
respects when and as provided in this Agreement, or if any
of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material
respects reasonably satisfactory in form and substance to
the Representatives and its counsel, this Agreement and all
obligations of the Underwriters hereunder may be cancelled
at, or at any time prior to, the Closing Date by the
Representatives. Notice of such cancellation shall be given
to the Company in writing or by telephone or telegraph
confirmed in writing.
6. Reimbursement of Underwriter's Expenses. If
the sale of the Securities provided for herein is not
consummated because any condition to the obligations of the
Underwriters set forth in Section 5 hereof is not satisfied,
because of any termination pursuant to Section 9 hereof or
because of any refusal, inability or failure on the part of
the Company to perform any agreement herein or comply with
any provision hereof other than by reason of a default by
any of the Underwriters, the Company will reimburse the
Underwriters severally upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of
counsel) that shall have been incurred by them in connection
with the proposed purchase and sale of the Securities.
7. Indemnification and Contribution. (a) The
Company agrees to indemnify and hold harmless each
Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act
against any and all losses, claims, damages or liabilities
(including but not limited to the amount paid in settlement
of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened), joint
or several, to which they or any of them may become subject
under the Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement as
originally filed or in any amendment thereof, or in the
Basic Prospectus, any Preliminary Final Prospectus or the
Final Prospectus, or in any amendment thereof or supplement
thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any and all expenses
(including the fees and disbursements of counsel) incurred
by them in connection with investigating, preparing or
defending any such loss, claim, damage, liability, action,
investigation or proceeding; provided, however, that (i) the
Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of
or is based upon any such untrue statement or alleged untrue
statement or omission or alleged omission made therein in
reliance upon and in conformity with written information
furnished to the Company by any Underwriter through the
Representatives expressly for use in connection with the
preparation thereof, and (ii) such indemnity with respect to
the Basic Prospectus or any Preliminary Final Prospectus
shall not inure to the benefit of any Underwriter (or any
person controlling such Underwriter) from whom the person
asserting any such loss, claim, damage or liability
purchased the Securities which are the subject thereof if
such person did not receive a copy of the Final Prospectus
(or the Final Prospectus as amended or supplemented)
excluding documents incorporated therein by reference at or
prior to the confirmation of the sale of such Securities to
such person in any case where such delivery is required by
the Act and the untrue statement or omission of a material
fact contained in the Basic Prospectus or any Preliminary
Final Prospectus was corrected in the Final Prospectus (or
the Final Prospectus as amended or supplemented). This
indemnity agreement will be in addition to any liability
which the Company may otherwise have.
(b) Each Underwriter severally agrees to
indemnify and hold harmless the Company, each of its
directors, each of its officers who signs the Registration
Statement, and each person who controls the Company within
the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from the Company to
each Underwriter, but only with reference to written
information relating to such Underwriter furnished to the
Company by such Underwriter through the Representatives
expressly for use in the preparation of the documents
referred to in the foregoing indemnity.
(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of
any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party
otherwise than under this Section 7. In case any such
action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate
therein, and to the extent that it may elect by written
notice delivered to the indemnified party promptly after
receiving the aforesaid notice from such indemnified party,
to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal
defenses available to it and/or other indemnified parties
which are different from or additional to those available to
the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert
such legal defense and to otherwise participate in the
defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume
the defense of such action and approval by the indemnified
party of counsel, the indemnifying party will not be liable
to such indemnified party under this Section 7 for any legal
or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in
connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence
(it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one
separate counsel, approved by the Representatives in the
case of paragraph (a) of this Section 7, representing the
indemnified parties under such paragraph (a) who are parties
to such action), (ii) the indemnifying party shall not have
employed counsel satisfactory to the indemnified party to
represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the
indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying
party; and except that, if clause (i) or (iii) is
applicable, such liability shall be only in respect of the
counsel referred to in such clause (i) or (iii).
(d) If the indemnification provided for in this
Section 7 shall for any reason be unavailable to an
indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand,
and the Underwriters, on the other, from the offering of the
Notes or (ii) if the allocation provided by clause (i) above
is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault
of the Company, on the one hand, and the Underwriters, on
the other, with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the
Company, on the one hand, and the Underwriters, on the
other, with respect to such offering shall be deemed to be
in the same proportion as the total net proceeds from the
offering of the Notes (before deducting expenses) received
by the Company bear to the total discounts and commissions
received by any Underwriter with respect to such offering.
The relative fault shall be determined by reference to
whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or any
Underwriter, the intent of the parties and their relative
knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the
Underwriters agree that it would not be just and equitable
if contributions pursuant to this Section 7(d) were to be
determined by pro rata allocation (even if the Underwriters
were treated as one entity for such purpose) or by any other
method of allocation which does not take into account the
equitable considerations referred to herein. The amount
paid or payable by an indemnified party as a result of the
loss, claim, damage or liability, or action in respect
thereof, referred to above in this Section 7(d) shall be
deemed to include, for purposes of this Section 7(d), any
legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or
defending any such action or claim to the extent not already
paid or payable pursuant to another provision of this
Section 7. Notwithstanding the provisions of this Section
7(d), no Underwriter shall be required to contribute any
amount in excess of the amount by which the total price at
which the Notes sold through such Underwriter and
distributed to the public were offered to the public exceeds
the amount of any damages which such Underwriter has
otherwise paid or become liable to pay by reason of any
untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. The Underwriters'
obligations under this Section 7(d) to contribute are
several in proportion to the respective principal amounts of
Securities purchased by each such Underwriter and not joint.
8. Default by an Underwriter. If any one or
more Underwriters shall fail to purchase and pay for any of
the Securities agreed to be purchased by such Underwriter or
Underwriters hereunder and such failure to purchase shall
constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters
shall be obligated severally to take up and pay for (in the
respective proportions which the amount of Securities set
forth opposite their names in Schedule II hereto bears to
the aggregate amount of Securities set forth opposite the
names of all the remaining Underwriters) the Securities
which the defaulting Underwriter or Underwriters agreed but
failed to purchase; provided, however, that in the event
that the aggregate amount of Securities which the defaulting
Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Securities set
forth in Schedule II hereto, the remaining Underwriters
shall have the right to purchase all, but shall not be under
any obligation to purchase any, of the Securities, and if
such nondefaulting Underwriters do not purchase all the
Securities, this Agreement will terminate without liability
to any nondefaulting Underwriter or the Company. In the
event of a default by any Underwriter as set forth in this
Section 8, the Closing Date shall be postponed for such
period, not exceeding seven days, as the Representatives
shall determine in order that the required changes in the
Registration Statement and the Final Prospectus or in any
other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting
Underwriter of its liability, if any, to the Company and any
nondefaulting Underwriter for damages occasioned by its
default hereunder.
9. Termination. This Agreement shall be subject
to termination in the absolute discretion of the
Representatives, by notice given to the Company prior to
delivery of and payment for the Securities, if prior to such
time any of the following shall have occurred: (i) since the
respective dates as of which information is given in the
Registration Statement, any material adverse change in the
condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in the
earnings, affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or
not arising in the ordinary course of business, except as
set forth or contemplated in the Prospectus, which, in the
Representatives' judgement, makes it impracticable to market
the Securities or enforce contracts for the sale of the
Securities, (ii) trading in any securities of the Company
has been suspended by the Commission or a national
securities exchange, or trading generally on either the New
York Stock Exchange or the American Stock Exchange shall
have been suspended, or minimum or maximum prices for
trading shall have been fixed, or maximum ranges for prices
for securities shall have been required, by either of said
exchanges or by order of the Commission or any other
governmental authority, (iii) a banking moratorium shall
have been declared either by Federal or New York State
authorities, or (iv) any outbreak or escalation of
hostilities or other national or international calamity or
crisis, if the effect of such outbreak, escalation, calamity
or crisis would, in the Representatives' reasonable
judgment, make the offering or delivery of the Securities
impracticable.
10. Representations and Indemnities to Survive.
The respective agreements, representations, warranties,
indemnities and other statements of the Company or its
officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and
effect, regardless of any investigation made by or on behalf
of any Underwriter or the Company or any of the officers,
directors or controlling persons referred to in Section 7
hereof, and will survive delivery of and payment for the
Securities. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
11. Notices. All communications hereunder will
be in writing and effective only on receipt, and, if sent to
the Representatives, will be mailed, delivered or telecopied
and confirmed to them, at the address specified in Schedule
I hereto; or, if sent to the Company, will be mailed,
delivered or telecopied and confirmed to International Lease
Finance Corporation at the address specified in Schedule I.
12. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no
other person will have any right or obligation hereunder.
13. Applicable Law. This Agreement will be
governed by and construed in accordance with the laws of the
State of New York.<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us
the enclosed duplicate hereof, whereupon this letter and
your acceptance shall represent a binding agreement among
the Company and the several Underwriters.
Very truly yours,
International Lease Finance
Corporation
By: /s/ ALAN H. LUND
Alan H. Lund
Senior Vice President,
Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date specified in
Schedule I hereto.
Lehman Brothers Inc.
By: /s/ Mary Louise Leaf
Name: Mary Louise Leaf
Title: Managing Director
<PAGE>
SCHEDULE I
Underwriting Agreement dated: January 11, 1994
Registration Statement No.: 33-59362
Representatives: Lehman Brothers Inc.
Title, Purchase Price and Description of Securities:
Title: 4-3/4% Notes due January 15, 1997
Principal amount: $100,000,000
Purchase price (include accrued
interest or amortization, if any):
99.724% plus accrued interest, if any, from
January 18, 1994
Closing Date, Time and Location:
January 18, 1994, 7:00 a.m. Los Angeles time, at the
offices of O'Melveny & Myers, 400 South Hope Street,
Los Angeles, California
Modification of items to be covered by the letter
from Ernst & Young delivered pursuant to
Section 5(f) at the time this Agreement is
executed: None
Addresses for Notices to Representatives and the Company:
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285-1000
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Attn: Chief Financial Officer
Securities to be delivered in certificated form.<PAGE>
SCHEDULE II
Principal Amount
of Securities to
Underwriters be Purchased
Lehman Brothers Inc. $100,000,000
Total . . . . . . . . . . . . $100,000,000
<PAGE>
SCHEDULE III
Delayed Delivery Contract
__________, 19___
[Insert name and address
of lead Representative]
Dear Sirs:
The undersigned hereby agrees to purchase from
International Lease Finance Corporation (the "Company"), and
the Company agrees to sell to the undersigned, on ________,
19 __, (the "Delivery Date"), $_________ principal amount of
the Company's __________________ (the "Securities") offered
by the Company's Prospectus dated _________, 19___, and
related Prospectus Supplement dated __________, 19___,
receipt of a copy of which is hereby acknowledged, at a
purchase price of ___% of the principal amount thereof, plus
accrued interest, if any, thereon from __________, 19___, to
the date of payment and delivery, and on the further terms
and conditions set forth in this contract.
Payment for the Securities to be purchased by the
undersigned shall be made on or before 11:00 A.M., New York
City time, on the Delivery Date to or upon the order of the
Company in ______________________________ funds, at your
office or at such other place as shall be agreed between the
Company and the undersigned, upon delivery to the
undersigned of the Securities in definitive fully registered
form and in such authorized denominations and registered in
such names as the undersigned may request by written or
telegraphic communication addressed to the Company not less
than five full business days prior to the Delivery Date. If
no request is received, the Securities will be registered in
the name of the undersigned and issued in a denomination
equal to the aggregate principal amount of Securities to be
purchased by the undersigned on the Delivery Date.
The obligation of the undersigned to take delivery
of and make payment for Securities on the Delivery Date, and
the obligation of the Company to sell and deliver Securities
on the Delivery Date, shall be subject to the conditions
(and neither party shall incur any liability by reason of
the failure thereof) that (1) the purchase of Securities to
be made by the undersigned, which purchase the undersigned
represents is not prohibited on the date hereof, shall not
on the Delivery Date be prohibited under the laws of the
jurisdiction to which the undersigned is subject, and (2)
the Company, on or before the Delivery Date, shall have sold
to certain underwriters (the "Underwriters") such principal
amount of the Securities as is to be sold to them pursuant
to the Underwriting Agreement referred to in the Prospectus
and Prospectus Supplement mentioned above. Promptly after
completion of such sale to the Underwriters, the Company
will mail or deliver to the undersigned at its address set
forth below notice to such effect, accompanied by a copy of
the opinion of counsel for the Company delivered to the
Underwriters in connection therewith. The obligation of the
undersigned to take delivery of and make payment for the
Securities, and the obligation of the Company to cause the
Securities to be sold and delivered, shall not be affected
by the failure of any purchaser to take delivery of and make
payment for the Securities pursuant to other contracts
similar to this contract.
This contract will inure to the benefit of and be
binding upon the parties hereto and their respective
successors, but will not be assignable by either party
hereto without the written consent of the other.
It is understood that acceptance of this contract
and other similar contracts is in the Company's sole
discretion and, without limiting the foregoing, need not be
on a first come, first served basis. If this contract is
acceptable to the Company, it is required that the Company
sign the form of acceptance below and mail or deliver one of
the counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract
between the Company and the undersigned, as of the date
first above written, when such counterpart is so mailed or
delivered.
This agreement shall be governed by and construed
in accordance with the laws of the State of New York.
Very truly yours,
______________________________
(Name of Purchaser)
By: _________________________
(Signature and Title
of Officer)
_________________________
(Address)
Accepted:
International Lease Finance
Corporation
By: __________________________
(Authorized Signature)
CERTIFICATE OF
CHAIRMAN OF THE BOARD
AND ASSISTANT SECRETARY
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
The undersigned, LESLIE L. GONDA and PAMELA S. HENDRY,
do hereby certify that they are the duly appointed and acting
Chairman of the Board and Assistant Secretary, respectively, of
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(the "Company"). Each of the undersigned also hereby certifies,
pursuant to Sections 201, 301 and 303 of the Indenture, dated as
of November 1, 1991 (the "Indenture"), between the Company and
Continental Bank, National Association, as Trustee, that:
A. There has been established pursuant to resolutions
duly adopted by the Board of Directors of the Company (a copy of
such resolutions being attached hereto as Exhibits B and C) a
series of Securities (as that term is defined in the Indenture)
to be issued under the Indenture, with the following terms:
1. The title of the Securities of the series is
"4-3/4% Notes due January 15, 1997" (the "Notes").
2. The limit upon the aggregate principal amount of
the Notes which may be authenticated and delivered under the
Indenture (except for Notes authenticated and delivered upon
registration of, transfer of, or in exchange for, or in lieu
of other Notes pursuant to Sections 304, 305, 306, 906 or
1107 of the Indenture) is $100,000,000.
3. Interest on the Notes shall be payable to the
persons in whose name the Notes are registered at the close
of business on the Regular Record Date (as defined in the
Indenture) for such interest payment, except that interest
payable on January 15, 1997 shall be payable to the persons to
whom principal is payable on such date.
4. The date on which the principal of the Notes is
payable, unless accelerated pursuant to the Indenture, shall
be January 15, 1997.
5. The rate at which each of the Notes shall bear
interest shall be 4-3/4% per annum. The date from which
interest shall accrue for each of the Notes shall be
January 18, 1994. The interest payment dates on which interest
on the Notes shall be payable are January 15 and July 15,
commencing July 15, 1994. The regular record dates for
the interest payable on the Notes on any interest payment
date shall be the January 1 and July 1, as the case may be,
immediately preceding such interest payment date.
6. The place or places where the principal of and
interest on the Notes shall be payable is at the office of
the Trustee, 231 South La Salle Street, Chicago, Illinois,
and at the agency of the Trustee maintained for that purpose
at the office of Mellon Securities Trust Co., 120 Broadway,
New York, New York, provided that payment of interest, other
than at Stated Maturity (as defined in the Indenture), may
be made at the option of the Company by check mailed to the
address of the person entitled thereto as such address shall
appear in the Security Register (as defined in the
Indenture).
7. The Notes are not redeemable prior to January 15,
1997.
8. There is no obligation of the Company to redeem or
purchase the Notes pursuant to any sinking fund or analogous
provisions, or to repay any of the Notes prior to Stated
Maturity at the option of a holder thereof.
9. The Notes shall be issued in fully registered form
in denominations of $1,000 or any amount in excess thereof
which is an integral multiple of $1,000.
10. The principal amount of the Notes shall be payable
upon declaration of acceleration of the maturity thereof
pursuant to Section 502 of the Indenture.
11. Interest on the Notes shall be computed on the
basis of a 360-day year of twelve 30-day months.
12. None of the Notes will be issued as Global
Securities (as defined in the Indenture).
B. The form of the Note is attached hereto as
Exhibit A.
C. The Trustee is appointed as Paying Agent (as
defined in the Indenture).
D. The foregoing form and terms of the Notes have
been established in conformity with the provisions of the
Indenture.
E. The undersigned has read the provisions of
Sections 301 and 303 of the Indenture and the definitions
relating thereto and the resolutions adopted by the Board of
Directors of the Company and delivered herewith. In the opinion
of the undersigned, he or she has made such examination or
investigation as is necessary to enable him or her to express an
informed opinion as to whether or not all conditions precedent
provided in the Indenture relating to the establishment,
authentication and delivery of a series of Securities under the
Indenture, designated as the Notes in this Certificate, have been
complied with. In the opinion of the undersigned, all such
conditions precedent have been complied with.
F. The undersigned Assistant Secretary, by execution
of this Certificate, thereby certifies the actions taken by the
Special Committee of the Board of Directors of the Company in
determining and setting the specific terms of the Notes, and
hereby further certifies that attached hereto as Exhibits A, B
and C, respectively, are the form of certificate representing the
Notes as duly approved by the Special Committee of the Board of
Directors of the Company, a copy of resolutions duly adopted by
the Board of Directors of the Company on January 25, 1993 and a
copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of January 11, 1994, pursuant to which the
terms of the Notes set forth above have been established.
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the 18th day of January, 1994.
/s/ LESLIE L. GONDA
Leslie L. Gonda
Chairman of the Board
/s/ PAMELA S. HENDRY
Pamela S. Hendry
Assistant Secretary
REGISTERED REGISTERED
Number R____ LOGO $
INTERNATIONAL LEASE FINANCE CORPORATION
SEE REVERSE FOR CERTAIN DEFINITIONS
4-3/4% NOTE DUE JANUARY 15, 1997
CUSIP 459745 BE 4
INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(the "Company"), for value received, hereby promises to pay to
, or registered assigns,
the principal sum of DOLLARS
on January 15, 1997, and to pay interest thereon, at the rate of
4-3/4% per annum, from January 18, 1994 or from the most recent
Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on January 15 and July 15, commencing
July 15, 1994, until the principal hereof has been paid or made
available for payment. The interest so payable, and punctually
paid or provided for, on any January 15 or July 15 Interest Payment
Date will, as provided in the Indenture referred to on the reverse
hereof, be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the
January 1 or the July 1 (whether or not a Business Day), as the
case may be, next preceding such Interest Payment Date; provided,
however, interest payable on January 15, 1997 will be payable to the
Person to whom the principal hereof shall be payable. Any such
interest which is payable, but is not punctually paid or duly
provided for on any Interest Payment Date, shall forthwith cease to
be payable to the registered Holder on such Regular Record Date,
and may be paid to the Person in whose name this Note (or one or
more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such defaulted interest
to be fixed by the Trustee, notice whereof shall be given to the
Holder of this Note at least 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner, all as
more fully provided in the Indenture. Payment of the principal of
and interest on this Note will be made at the office of the Trustee
in Chicago, Illinois and at the agency maintained by the Trustee
for that purpose in the Borough of Manhattan, City of New York,
State of New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that payment of
interest on any Interest Payment Date (other than on January 15, 1997)
may be made at the option of the Company by check mailed to the
address of the Person entitled thereto as such address shall appear
in the Security Register.
Reference is hereby made to the further provisions of this Note
set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
This Note is one of the series of Securities designated under
the Indenture as "4-3/4% Notes due January 15, 1997."
Unless the certificate of authentication hereon has been
executed by Continental Bank, National Association, the Trustee
under the Indenture, or its successor thereunder, by the manual
signature of one of its authorized signatories or authorized
Authenticating Agents, this Note shall not be entitled to any
benefits under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this Instrument to
be duly executed under its corporate seal.
Dated:
INTERNATIONAL LEASE FINANCE CORPORATION
[Seal] By
Chairman of the Board
President
Attest:
Executive Vice President-Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein
referred to in the within-mentioned Indenture.
CONTINENTAL BANK, NATIONAL ASSOCIATION, as Trustee
By
Authorized Signatory
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
4-3/4% NOTE DUE JANUARY 15, 1997
This Note is one of a duly authorized issue of Securities
(hereinafter called the "Securities") of the Company, issued and to be
issued under an Indenture dated as of November 1, 1991 (herein called
the "Indenture") between the Company and Continental Bank, National
Association, as Trustee (herein called the "Trustee", which term
includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights thereunder of the
Company, the Trustee and the Holders of the Securities, and the terms
upon which the Securities are, and are to be, authenticated and
delivered.
The 4-3/4% Notes due January 15, 1997 (the "Notes") may not be
redeemed prior to maturity. The Notes will not have a sinking fund.
If an Event of Default with respect to the Notes shall occur and
be continuing, the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Notes may declare the principal of
all the Notes due and payable in the manner and with the effect
provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders of
a majority in aggregate principal amount of the Securities at the time
Outstanding, of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of each
series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or
not notation of such consent or waiver is made upon this Note.
No reference herein to the Indenture and no provision of this
Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of
and interest on this Note at the time, place and rate, and in the coin
or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the
Security Register of the Company upon surrender of this Note for
registration of transfer at the office of the Trustee in Chicago,
Illinois and at the agency maintained by the Trustee for that purpose
in the Borough of Manhattan, City of New York, State of New York, duly
endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company and Security Registrar duly executed
by, the Holder hereof or by his attorney duly authorized in writing,
and thereupon one or more new Notes, of authorized denominations and
for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
The Notes are issuable only in registered form without coupons
in denominations of $1,000 or any amount in excess thereof which is an
integral multiple of $1,000. As provided in the Indenture and subject
to certain limitations therein set forth, the Notes are exchangeable
for a like aggregate principal amount of Notes, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Note is registered as
the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice to the contrary.
All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.
______________________________
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this instrument, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT -- . . . . . . . . . . .Custodian. . . . . . . . . .
(Cust) (Minor)
Under Uniform Gifts to Minors Act . . . . . . . . . . . . . . . . . .
(State)
Additional abbreviations may also be used though not in the above
list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
____________________________________________________________________
____________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
____________________________________________________________Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated: ________________________________
_______________________________________________________________
_______________________________________________________________
Notice: The signature to this assignment must correspond with the
name as written on the face of the within instrument in
every particular, without alteration or enlargement, or any
change whatever.
O'MELVENY & MYERS
400 South Hope Street
Los Angeles, California 90071
(213) 669-6000
January
18th
1 9 9 4
412,190-009
LA1-352410
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: $100,000,000 Aggregate Principal Amount
of 4-3/4% Notes due January 15, 1997 of International
Lease Finance Corporation (the "Notes")
Ladies and Gentlemen:
We have acted as your counsel in connection with the
issuance and sale of the Notes. The Notes constitute a series
of the Debt Securities registered on a Registration Statement on
Form S-3 (File No. 33-59362), as amended (the "Registration
Statement"), filed by International Lease Finance Corporation
(the "Company") under the Securities Act of 1933, as amended.
The Notes are being issued under an Indenture, dated as of
November 1, 1991 (the "Indenture"), between the Company and
Continental Bank, National Association, as Trustee.
On the basis of our consideration of such questions of
law as we have deemed relevant in the circumstances, we are of
the opinion, subject to the assumptions and limitations set forth
herein, that the Notes have been duly authorized by all necessary
corporate action on the part of the Company and when the Notes
are executed and authenticated in accordance with the Indenture
and upon payment for and delivery of the Notes in accordance with
the terms of the Underwriting Agreement, dated as of January 11,
1994, between the Company and Lehman Brothers Inc., will be
legally valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally, and except
that the enforceability of the Notes is subject to the effect of
general principles of equity including, without limitation,
concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance
or injunctive relief, regardless of whether considered in a
proceeding in equity or at law.
We have, with your approval, assumed that the
certificates for the Notes will conform to the forms thereof
examined by us, that the signatures on all documents examined by
us are genuine, that all items submitted as originals are
authentic, and that all items submitted as copies conform to the
originals, assumptions which we have not independently verified.
We consent to the incorporation by reference of this
opinion in the Company's Current Report on Form 8-K, event date
January 11, 1994.
Respectfully submitted,
O'MELVENY & MYERS
