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): October 12,
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
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(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
Sequentially
Numbered
(c) Exhibits Page
1.1 Letter Agreement dated October 12,
1994 amending the Distribution
Agreement dated May 17, 1994 by and
among the Registrant, Lehman
Brothers Inc., Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Morgan Stanley &
Co. Incorporated, Salomon Brothers Inc
and Goldman, Sachs & Co.
4.1 Officers' Certificate (without exhibits), dated
October 12, 1994, establishing the terms of the
Registrant's Medium-Term Notes, Series G (the
"Notes").
4.2 Form of certificate for Global Floating Rate Note.
4.3 Form of certificate for Global Fixed Rate Note.
5 Opinion of O'Melveny & Myers regarding the
legality of the Notes.
24 Consent of O'Melveny & Myers (included in
Exhibit 5 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: October 12, 1994
October 12, 1994
New York, New York
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, New York 10281-1301
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
International Lease Finance Corporation, a California
corporation (the "Company"), has entered into a Distribution
Agreement, dated May 17, 1994 (the "Distribution Agreement"),
with you with respect to the issuance and sale by the Company of
up to an aggregate principal amount of $500,000,000 of Medium-
Term Notes, Series G (the "Notes"), due from nine months to 30
years from the date of issue. The Company proposes to increase
the aggregate principal amount of the Notes that can be issued to
$1,000,000,000, to revise the maturity dates with respect to the
Notes to nine months or more, and to make certain other
modifications to the terms of the Notes to be issued. The
Company desires to amend the Distribution Agreement to provide
that it shall apply to the additional aggregate principal amount
of the Notes to be issued and to effect certain changes to the
Medium-Term Note Administrative Procedures for Fixed Rate and
Floating Rate Notes set forth as Exhibit A to the Distribution
Agreement.
Accordingly, this will confirm the Company's agreement
with you that Schedule I and Exhibit A to the Distribution
Agreement are each hereby amended and restated as provided in
Schedule I and Exhibit A attached hereto, respectively. All
references to the Notes in the Distribution Agreement shall
hereinafter refer to the $1,000,000,000 aggregate principal
amount of the Notes.
Except as provided in the preceding paragraph, the
terms and conditions of the Distribution Agreement shall remain
in full force and effect.
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 you and the
Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE
CORPORATION
By: /s/ Alan H. Lund
----------------------------
Name: Alan H. Lund
Title: Senior Vice President,
Chief Financial Officer
and Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written:
LEHMAN BROTHERS INC. MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By: /s/ By: /s/
-------------------------- -------------------------------
Name: Name:
Title: Title:
SALOMON BROTHERS INC MORGAN STANLEY & CO.
INCORPORATED
By: /s/ Pamela Kendall By: /s/ Richard W. Swift
-------------------------- ------------------------------
Name: Pamela Kendall Name: Richard W. Swift
Title: Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Elizabeth J. Ford
--------------------------
Name: Elizabeth J. Ford
Title: Vice President
<PAGE>
SCHEDULE I
Registration Statement No. 33-52763
Amount of the Notes: $1,000,000,000
Amount of the Securities: $2,449,080,000
The Company agrees to pay Lehman Brothers Inc., Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and
Goldman, Sachs & Co. (individually, an "Agent") a commission
equal to the following percentage of the principal amount of each
Note sold by such Agent:
Term Commission Rate
From 9 months to less than one year .125%
From one year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
More than 30 years *
- ------------------
* As agreed upon between the Company and the Agent at time of
sale.
<PAGE>
Address for Notice to Agents:
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Attention: Medium-Term Note Department, Ninth Floor
Telecopy number: (212) 528-7035
Telephone number: (212) 640-8400
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center, North Tower
10th Floor
New York, New York 10281-1301
Attention: MTN Product Management
Telecopy number: (212) 449-2234
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Attention: Investment Banking Information Center
(telecopy number: (212) 703-6476)
with a copy to:
Morgan Stanley & Co. Incorporated
1221 Avenue of the Americas
New York, New York 10020
Attention: Managing Director, Continuously Offered Products
(telecopy number: (212) 764-7490)
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Attention: Medium-Term Note Department
(telecopy number: (212) 783-3350)
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Securities to be delivered by book-entry transfer.
CERTIFICATE OF PRESIDENT AND CHIEF EXECUTIVE OFFICER AND
ASSISTANT SECRETARY
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
The undersigned, STEVEN F. UDVAR-HAZY and PAMELA
S. HENDRY, do hereby certify that they are the duly
appointed and acting President and Chief Executive Officer
and 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, between the Company and Bank of America
Illinois (formerly Continental Bank, National Association),
as Trustee (the "Indenture"), 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
Exhibit B) and by a Special Committee of the Board of
Directors of the Company (a copy of such resolutions being
attached hereto as Exhibit 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
"Medium-Term Notes, Series G" (the "Medium-Term
Notes").
2. The limit upon the aggregate principal amount
of the Medium-Term Notes which may be authenticated and
delivered under the Indenture (except for Medium-Term
Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of other
Medium-Term Notes pursuant to Sections 304, 305, 306,
906 or 1107 of the Indenture) is $1,000,000,000.
3. The date on which the principal of each of
the Medium-Term Notes is payable shall be any Business
Day (as defined in the forms of Global Fixed Rate Note
and Global Floating Rate Note attached hereto as
Exhibit A and incorporated herein by reference) nine
months or more from the date of issuance as determined
from time to time by any one of Leslie L. Gonda, Steven
F. Udvar-Hazy, Alan H. Lund, Pamela S. Hendry or
Bradley Winograd (each a "Designated Person").
4. The rate at which each of the Medium-Term
Notes shall bear interest shall be established by any
one Designated Person, and may be either a fixed
interest rate (which may be zero) (hereinafter, a
"Fixed Rate Note") or may vary from time to time in
accordance with one of the interest rate formulas more
fully described in Exhibit A hereto (hereinafter, a
"Floating Rate Note") or otherwise as specified by a
Designated Person.
5. Unless otherwise specified by a Designated
Person, the date from which interest shall accrue for
each Medium-Term Note shall be the respective date of
issuance of each of the Medium-Term Notes.
6. The interest payment dates on which interest
on the Medium-Term Notes shall be payable are, in the
case of Fixed Rate Notes, April 15 and October 15,
unless otherwise specified by any Designated Person,
and, in the case of Floating Rate Notes, such dates as
specified by any Designated Person. The initial
interest payment on each outstanding Medium-Term Note
shall be made on the first interest payment date
falling at least 15 days after the date the Medium-Term
Note is issued, unless otherwise specified by any
Designated Person.
7. The regular record dates for the interest
payable on any Fixed Rate Note on any interest payment
date shall be April 1 and October 1, unless otherwise
specified by any Designated Person, and the regular
record dates for the interest payable on any Floating
Rate Note on any interest payment date shall be on the
day 15 calendar days prior to any such interest payment
date, unless otherwise specified by any Designated
Person.
8. Interest on the Fixed Rate Notes shall be
computed on the basis of a 360-day year of twelve (12)
30-day months. Interest on the Floating Rate Notes
shall be computed on the basis set forth in Exhibit A
hereto.
9. The place or places where the principal (and
premium, if any) and interest on Medium-Term Notes
shall be payable is at the office of the Trustee, 231
South LaSalle, 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 or upon redemption or repurchase,
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) and provided further that
(i) the Depositary (as designated below), as holder of
Global Securities (as defined in the Indenture), shall
be entitled to receive payments of interest by wire
transfer of immediately available funds, and (ii) a
Holder of $10,000,000 or more in aggregate principal
amount of certificated Medium-Term Notes, having
identical Interest Payment Dates, shall be entitled to
receive payments of interest, other than interest due
at Stated Maturity or upon redemption, by wire transfer
in immediately available funds to a designated account
maintained in the United States upon receipt by the
Trustee of written instructions from such Holder not
later than the Regular Record Date for the related
Interest Payment Date. Such instructions shall remain
in effect with respect to payments of interest made to
such Holder on subsequent Interest Payment Dates unless
revoked or changed by written instructions received by
the Trustee from such Holder; provided that any such
written revocation or change which is received by the
Trustee after a Regular Record Date and before the
related Interest Payment Date shall not be effective
with respect to the interest payable on such Interest
Payment Date.
10. The date, if any, on which each Medium-Term
Note may be redeemed at the option of the Company shall
be established by any Designated Person.
11. The terms under which any of the Medium-Term
Notes shall be repaid at the option of the Holder shall
be as set forth in the forms of the Global Fixed Rate
Note and Global Floating Rate Note attached hereto and
the obligation of the Company, if any, to repay any of
the Medium-Term Notes at the option of a Holder shall
be established by any Designated Person.
12. The Medium-Term 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.
13. The principal amount of the Medium-Term Notes
shall be payable upon declaration of acceleration of
the maturity thereof pursuant to Section 502 of the
Indenture.
14. The Medium-Term Notes shall be issued as
Global Securities under the Indenture, unless otherwise
specified by any Designated Person, and The Depository
Trust Company is designated the Depositary under the
Indenture for the Medium-Term Notes.
15. The terms of the Medium-Term Notes include
the provisions set forth in Exhibit A hereto.
16. If specified by a Designated Person, Medium-
Term Notes may be issued as Amortizing Notes, Original
Issue Discount Notes or Indexed Notes, each as
described in the Prospectus Supplement dated October
12, 1994 to Prospectus dated May 16, 1994 relating to
the Medium-Term Notes, including any subsequent
amendments or supplements thereto.
B. The forms of the Global Fixed Rate Notes and
the Global Floating Rate Notes are attached hereto as
Exhibit A.
C. The Trustee is appointed a Paying Agent and
Merrill Lynch, Pierce, Fenner & Smith Incorporated is
appointed Calculation Agent.
D. The foregoing form and terms of the Medium-
Term Notes have been established in conformity with the
provisions of the Indenture.
E. The undersigned have 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 each 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
Medium-Term 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 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 Medium-
Term Notes, and hereby further certifies that attached
hereto as Exhibits A, B and C, respectively, are the form of
certificates representing the Global Fixed Rate Notes and
Global Floating Rate 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 as of March 18, 1994 and a copy of resolutions duly
adopted by the Special Committee of the Board of Directors
as of October 12, 1994 pursuant to which the terms of the
Medium-Term Notes set forth above have been established.
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the 12th day of October,
1994.
/s/ Steven F. Udvar-Hazy
--------------------------
Steven F. Udvar-Hazy
President and
Chief Executive Officer
/s/ Pamela S. Hendry
__________________________
Pamela S. Hendry
Assistant Secretary
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES G
REGISTERED (FLOATING RATE) REGISTERED
No. FLR-
CUSIP-
If this Security is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York, New
York) or its nominee, this Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Security is exchanged in whole or in part
for Debt Securities in definitive form. Unless this certificate
is presented by an authorized representative of the Depositary to
the Company or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
REQUIRED TERMS
DESIGNATION:
PRINCIPAL AMOUNT:
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
INTEREST RATE BASIS OR BASES:
INITIAL INTEREST RATE:
INTEREST PAYMENT DATES:
INTEREST RATE RESET PERIOD:
INDEX MATURITY:
<PAGE>
PRESET TERMS
INTEREST RESET DATES:
INTEREST DETERMINATION DATES:
CALCULATION DATES:
REGULAR RECORD DATES:
OPTIONAL TERMS
SPREAD:
SPREAD MULTIPLIER: %
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
OVERDUE RATE:
REDEEMABLE ON OR AFTER:
OPTIONAL REPAYMENT DATE:
FIXED INTEREST RATE:
FIXED RATE COMMENCEMENT DATE:
REPURCHASE PRICE (for
Discount Securities):
OPTIONAL RESET DATES:
EXTENSION PERIODS:
FINAL MATURITY:
OTHER PROVISIONS:
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (hereinafter called the "Company," which term
includes any successor corporation under the Indenture, as
hereinafter defined), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum set forth
above at Stated Maturity shown above and to pay interest thereon
from the Original Issue Date shown above or from the most recent
Interest Payment Date (as hereinafter defined) to which interest
has been paid or duly provided for, in arrears on the Interest
Payment Dates set forth above ("Interest Payment Dates"), until
the principal hereof is paid or made available for payment, and
on Stated Maturity, commencing with the Interest Payment Date
next succeeding the Original Issue Date, at the rate per annum
determined in accordance with the provisions on the reverse
hereof, depending on the Interest Rate Basis or Bases specified
above. Interest will be payable on each Interest Payment Date
and at Stated Maturity or upon redemption or optional repayment.
Interest will be payable to the Holder at the close of business
on the Regular Record Date which, unless otherwise specified on
the face hereof, shall be the fifteenth calendar day (whether or
not a Business Day (as defined below)) immediately preceding the
related Interest Payment Date; provided, however, that interest
payable at Stated Maturity or upon redemption or optional
repayment will be payable to the person to whom principal is
payable and (to the extent that the payment of such interest
shall be legally enforceable) at the Overdue Rate, if any, per
annum set forth above on any overdue principal and premium and on
any overdue installment of interest. If the Original Issue Date
is between a Regular Record Date and the next succeeding Interest
Payment Date, the first payment of interest hereon will be made
on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder on such next Regular Record
Date.
Payment of the principal, and premium, if any, and
interest payable at Stated Maturity or upon redemption or
optional repayment of this Security will be made in immediately
available funds at the corporate trust office of the Trustee in
Chicago, Illinois or at the agency of the Trustee maintained for
that purpose in New York, New York, provided that this Security
is presented to the Trustee in time for the Trustee to make such
payments in such funds in accordance with its normal procedures.
Interest (other than interest payable at Stated Maturity or upon
redemption or optional repayment) will be paid by check mailed to
the address of the person entitled thereto as it appears in the
Security Register on the applicable Regular Record Date or, at
the option of the Company, by wire transfer to an account
maintained by such person with a bank located in the United
States. Notwithstanding the foregoing, (i) the Depositary or its
nominee, if it is the registered Holder of this Security, will be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States, and (ii) a Holder of $10,000,000 or
more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the
Regular Record Date preceding an applicable Interest Payment Date
by the Trustee of written instructions from such Holder, be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States. Such instructions shall remain in
effect with respect to payments of interest made to such Holder
on subsequent Interest Payment Dates unless revoked or changed by
written instructions received by the Trustee from such Holder,
provided that any such written revocation or change which is
received by the Trustee after a Regular Record Date and before
the related Interest Payment Date shall not be effective with
respect to the interest payable on such Interest Payment Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof 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:
TRUSTEE'S CERTIFICATE OF INTERNATIONAL LEASE
AUTHENTICATION FINANCE CORPORATION
This is one of the
Securities of the series
designated therein referred By: ______________________
to in the within-mentioned Chairman of the Board
Indenture
______________________
President
BANK OF AMERICA ILLINOIS,
As Trustee Attest:
By_______________________ ______________________
Authorized Signatory Secretary
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTES, SERIES G
(FLOATING RATE)
This Security is one of a duly authorized issue of
Medium-Term Notes, Series G of the Company (herein called the
"Securities"), issued and to be issued under an Indenture dated
as of November 1, 1991 (herein called the "Indenture") between
the Company and Bank of America Illinois (formerly 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, limitation of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of
the series designated on the face hereof. The Securities of this
series may be issued from time to time at varying maturities,
interest rates and other terms as may be designated with respect
to a Security.
The interest rate borne by this Security shall be
determined as follows:
(i) Unless this Security is designated as a "Floating
Rate/Fixed Rate Note," an "Inverse Floating Rate Note" or as
having an Addendum attached, this Security shall be
designated as a "Regular Floating Rate Note" and, except as
described below or as specified on the face hereof, bear
interest at the rate determined by reference to the Interest
Rate Basis or Bases specified on the face hereof (a) plus or
minus the Spread, if any, specified on the face hereof
and/or (b) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing on the first
Interest Reset Date (as defined below), the rate at which
interest on this Security shall be payable shall be reset as
of each Interest Reset Date; provided, however, that the
interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date shall be the
Initial Interest Rate specified on the face hereof.
(ii) If this Security is designated as a "Floating
Rate/Fixed Rate Note," then, except as described below or as
specified on the face hereof, this Security shall bear
interest at the rate determined by reference to the Interest
Rate Basis or Bases specified on the face hereof (a) plus or
minus the Spread, if any, specified on the face hereof
and/or (b) multiplied by the Spread Multiplier, if any,
specified on the face hereof. Commencing on the first
Interest Reset Date, the rate at which interest on this
Security shall be payable shall be reset as of each Interest
Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate
specified on the face hereof and the interest rate in effect
commencing on the Fixed Rate Commencement Date specified on
the face hereof to Stated Maturity shall be the Fixed
Interest Rate, if such rate is specified on the face hereof
or, if no such Fixed Interest Rate is so specified, the
interest rate in effect hereon on the day immediately
preceding the Fixed Rate Commencement Date.
(iii) If this Security is designated as an "Inverse
Floating Rate Note," then, except as described below or as
specified on the face hereof, this Security shall bear
interest equal to the Fixed Interest Rate specified on the
face hereof minus the rate determined by reference to the
Interest Rate Basis or Bases specified on the face hereof
(a) plus or minus the Spread, if any, specified on the face
hereof and/or (b) multiplied by the Spread Multiplier, if
any, specified on the face hereof; provided, however, that,
unless otherwise specified on the face hereof, the interest
rate hereon shall not be less than zero during any Interest
Rate Reset Period (as defined below). Commencing on the
first Interest Reset Date, the rate at which interest on
this Security is payable shall be reset as of each Interest
Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate
specified on the face hereof.
Notwithstanding the foregoing, if this Security is
designated as having an Addendum attached as specified on the
face hereof, this Security shall bear interest in accordance with
the terms described in such Addendum and as specified on the face
hereof.
Except as set forth above or as specified on the face
hereof, the interest rate in effect on each day shall be (i) if
such day is an Interest Reset Date, the interest rate determined
as of the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (ii) if such
day is not an Interest Reset Date, the interest rate determined
as of the Interest Determination Date immediately preceding the
most recent Interest Reset Date.
Unless otherwise specified on the face hereof:
(1) The "Interest Reset Date" shall be, if the
Interest Rate Reset Period specified on the face hereof is
(i) daily, each Business Day; (ii) weekly, the Wednesday of
each week (except with respect to the Treasury Rate which
shall reset on the Tuesday of each week, except as described
below); (iii) monthly, the third Wednesday of each month
(except with respect to the Eleventh District Cost of Funds
Rate which shall reset on the first calendar day of the
month); (iv) quarterly, the third Wednesday of March, June,
September and December of each year, (v) semiannually, the
third Wednesday of the two months specified on the face
hereof; and (vi) annually, the third Wednesday of the month
specified on the face hereof. If any Interest Reset Date
would otherwise be a day that is not a Business Day, such
Interest Reset Date shall be postponed to the next
succeeding day that is a Business Day, unless LIBOR is an
applicable Interest Rate Basis, in which case, if such
Business Day falls in the next succeeding calendar month,
such Interest Reset Date shall be the immediately preceding
Business Day.
(2) The "Interest Determination Date" with respect
this Security shall be: (i) if the applicable Interest Rate
Basis is the CD Rate, the CMT Rate, the Commercial Paper
Rate, the Federal Funds Rate or the Prime Rate, the second
Business Day immediately preceding the applicable Interest
Reset Date; (ii) if the applicable Interest Rate Basis is
the Eleventh District Cost of Funds Rate, the last working
day of the month immediately preceding the applicable
Interest Reset Date on which the Federal Home Loan Bank of
San Francisco publishes the Index (as defined below);
(iii) if the applicable Interest Rate Basis is LIBOR, the
second London Business Day (as defined below) immediately
preceding the applicable Interest Reset Date and (iv) if the
applicable Interest Rate Basis is the Treasury Rate, the day
in the week in which the applicable Interest Reset Date
falls on which day Treasury Bills (as defined below) are
normally auctioned; provided, however, that if an auction is
held on the Friday of the week preceding the applicable
Interest Reset Date, the Interest Determination Date will be
such preceding Friday; and provided, further, that if an
auction falls on the applicable Interest Reset Date, then
the Interest Reset Date will instead be the first Business
Day following such auction. If the interest rate on this
Security is determined by reference to two or more Interest
Rate Bases, the Interest Determination Date shall be the
second Business Day prior to the applicable Interest Reset
Date for this Security on which each Interest Rate Basis is
determinable. Each Interest Rate Basis will be determined
on such date, and the applicable interest rate will take
effect on the applicable Interest Reset Date.
(3) The "Calculation Date," if applicable, pertaining
to any Interest Determination Date will be the earlier of
(i) the tenth calendar day after such Interest Determination
Date, or, if such day is not a Business Day, the next
succeeding Business Day or (ii) the Business Day immediately
preceding the applicable Interest Payment Date or Stated
Maturity, as the case may be.
Unless otherwise specified on the face hereof, the
interest rate with respect to each Interest Rate Basis shall be
determined in accordance with the following provisions:
Determination of CD Rate
If the Interest Rate Basis with respect to this
Security is the CD Rate, such rate shall be determined by the
Calculation Agent appointed as agent by and of the Company to
calculate the rates of interest applicable to securities
including this Security ("Calculation Agent") in accordance with
the following provisions:
"CD Rate" means, with respect to any Interest
Determination Date, the rate on such date for negotiable
certificates of deposit having the Index Maturity specified on
the face hereof as published by the Board of Governors of the
Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates" or any successor publication
("H.15(519)") under the heading "CDs (Secondary Market)," or, if
not published by 3:00 p.m., New York City time, on the related
Calculation Date, the rate on such Interest Determination Date
for negotiable certificates of deposit of the Index Maturity
specified on the face hereof as published by the Federal Reserve
Bank of New York in its daily statistical release "Composite
3:30 p.m. Quotations for U.S. Government Securities" or any
successor publication ("Composite Quotations") under the heading
"Certificates of Deposit." If such rate is not yet published in
either H.15(519) or Composite Quotations by 3:00 p.m., New York
City time, on the related Calculation Date, then the CD Rate on
such Interest Determination Date will be calculated by the
Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 a.m., New York City
time, on such Interest Determination Date, of three leading
nonbank dealers in negotiable United States dollar certificates
of deposit in The City of New York selected by the Calculation
Agent for negotiable certificates of deposit of major United
States money market banks for negotiable certificates of deposit
with a remaining maturity closest to the Index Maturity specified
on the face hereon in an amount that is representative for a
single transaction in that market at that time; provided,
however, that if the dealers so selected by the Calculation Agent
are not quoting as mentioned in this sentence, the CD Rate
determined as of such Interest Determination Date will be the CD
Rate in effect on such Interest Determination Date.
Determination of CMT Rate
If the Interest Rate Basis with respect to this
Security is the CMT Rate, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
"CMT Rate" means, with respect to any Interest
Determination Date, the rate displayed on the Designated CMT
Telerate Page (as defined below) under the caption
" . . . Treasury Constant Maturities . . . Federal Reserve Board
Release H.15 . . . Monday's Approximately 3:45 p.m.," under the
column for the Designated CMT Maturity Index (as defined below)
for (i) if the Designated CMT Telerate Page is 7055, the rate on
such Interest Determination Date and (ii) if the Designated CMT
Telerate Page is 7052, the week, or the month, as applicable,
ended immediately preceding the week in which the related
Interest Determination Date occurs. If such rate is no longer
displayed on the relevant page, or if not displayed by 3:00 p.m.,
New York City time, on the related Calculation Date, then the CMT
Rate for such Interest Determination Date will be such treasury
constant maturity rate for the Designated CMT Maturity Index as
published in the relevant H.15(519). If such rate is no longer
published, or if not published by 3:00 p.m., New York City time,
on the related Calculation Date, then the CMT Rate for such
Interest Determination Date will be such treasury constant
maturity rate for the Designated CMT Maturity Index (or other
United States Treasury rate for the Designated CMT Maturity
Index) for the Interest Determination Date with respect to such
Interest Reset Date as may then be published by either the Board
of Governors of the Federal Reserve System or the United States
Department of the Treasury that the Calculation Agent determines
to be comparable to the rate formerly displayed on the Designated
CMT Telerate Page and published in the relevant H.15(519). If
such information is not provided by 3:00 p.m., New York City
time, on the related Calculation Date, then the CMT Rate for the
Interest Determination Date will be calculated by the Calculation
Agent and will be a yield to maturity, based on the arithmetic
mean of the secondary market closing offer side prices as of
approximately 3:30 p.m., New York City time, on the Interest
Determination Date reported, according to their written records,
by three leading primary United States government securities
dealers (each, a "Reference Dealer") in The City of New York
selected by the Calculation Agent (from five such Reference
Dealers selected by the Calculation Agent and eliminating the
highest quotation (or, in the event of equality, one of the
highest) and the lowest quotation (or, in the event of equality,
one of the lowest)), for the most recently issued direct
noncallable fixed rate obligations of the United States
("Treasury Notes") with an original maturity of approximately the
Designated CMT Maturity Index and a remaining term to maturity of
not less than such Designated CMT Maturity Index minus one year.
If the Calculation Agent cannot obtain three such Treasury Note
quotations, the CMT Rate for such Interest Determination Date
will be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market
offer side prices as of approximately 3:30 p.m., New York City
time, on the Interest Determination Date of three Reference
Dealers in The City of New York (from five such Reference Dealers
selected by the Calculation Agent and eliminating the highest
quotation (or, in the event of equality, one of the highest) and
the lowest quotation (or, in the event of equality, one of the
lowest)), for Treasury Notes with an original maturity of the
number of years that is the next highest to the Designated CMT
Maturity Index and a remaining term to maturity closest to the
Designated CMT Maturity Index and in an amount of at least $100
million. If three or four (and not five) of such Reference
Dealers are quoting as described above, then the CMT Rate will be
based on the arithmetic mean of the offer prices obtained and
neither the highest nor the lowest of such quotes will be
eliminated; provided, however, that if fewer than three Reference
Dealers selected by the Calculation Agent are quoting as
described herein, the CMT Rate will be the CMT Rate in effect on
such Interest Determination Date. If two Treasury Notes with an
original maturity as described in the third preceding sentence
have remaining terms to maturity equally close to the Designated
CMT Maturity Index, the quotes for the Treasury Note with the
shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the
Dow Jones Telerate Service on the page specified on the face
hereof (or any other page as may replace such page on that
service) for the purpose of displaying Treasury Constant
Maturities as reported in H.15(519). If no such page is
specified on the face hereof, the Designated CMT Telerate Page
shall be 7052, for the most recent week.
"Designated CMT Maturity Index" means the original
period to maturity of the U.S. Treasury securities (either 1, 2,
3, 5, 7, 10, 20, or 30 years) specified on the face hereof with
respect to which the CMT Rate will be calculated. If no such
maturity is specified on the face hereof, the Designated CMT
Maturity Index shall be 2 years.
Determination of Commercial Paper Rate
If the Interest Rate Basis with respect to this
Security is the Commercial Paper Rate, such rate shall be
determined by the Calculation Agent in accordance with the
following provisions:
"Commercial Paper Rate" means, with respect to any
Interest Determination Date, the Money Market Yield (as defined
below) on such date of the rate for commercial paper having the
Index Maturity specified on the face hereof as published in
H.15(519) under the heading "Commercial Paper." In the event
that such rate is not published by 3:00 p.m., New York City time,
on the related Calculation Date then the Commercial Paper Rate
shall be the Money Market Yield on such Interest Determination
Date of the rate for commercial paper having the Index Maturity
specified on the face hereof as published in Composite Quotations
under the heading "Commercial Paper" (with an Index Maturity of
one month or three months being deemed to be equivalent to an
Index Maturity of 30 days or 90 days, respectively). If by 3:00
p.m., New York City time, on the related Calculation Date such
rate is not yet published in H.15(519) or Composite Quotations,
then the Commercial Paper Rate on such Interest Determination
Date shall be calculated by the Calculation Agent and shall be
the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 a.m., New York City time, on such
Interest Determination Date of three leading dealers of
commercial paper in The City of New York (selected by the
Calculation Agent) for commercial paper having the Index Maturity
specified on the face hereof placed for an industrial issuer
whose bond rating is "AA," or the equivalent, from a nationally
recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Commercial Paper Rate will be the
Commercial Paper Rate in effect on such Interest Determination
Date.
"Money Market Yield" means a yield (expressed as a
percentage rounded to the nearest one-hundredth of a percent,
with five one-thousandths of a percent rounded upwards)
calculated in accordance with the following formula:
Money Market Yield = D X 360
----------------- X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial
paper quoted on a bank discount basis and expressed as a decimal
and "M" refers to the actual number of days in the interest
period for which interest is being calculated.
Determination of Eleventh District Cost of Funds Rate
If the Interest Rate Basis with respect to this
Security is the Eleventh District Cost of Funds Rate, such rate
shall be determined by the Calculation Agent in accordance with
the following provisions:
"Eleventh District Cost of Funds Rate" means, with
respect to any Interest Determination Date, the rate equal to the
monthly weighted average cost of funds for the calendar month
immediately preceding the month in which such Interest
Determination Date falls, as set forth under the caption "11th
District" on Telerate Page 7058 as of 11:00 a.m., San Francisco
time, on such Interest Determination Date. If such rate does not
appear on Telerate Page 7058 on any related Interest
Determination Date, the Eleventh District Cost of Funds Rate for
such Interest Determination Date shall be the monthly weighted
average cost of funds paid by member institutions of the Eleventh
Federal Home Loan Bank District that was most recently announced
(the "Index") by the Federal Home Loan Bank of San Francisco as
such cost of funds for the calendar month immediately preceding
the date of such announcement. If the Federal Home Loan Bank of
San Francisco fails to announce such rate for the calendar month
immediately preceding such Interest Determination Date, then the
Eleventh District Cost of Funds Rate determined as of such
Interest Determination Date will be the Eleventh District Cost of
Funds Rate in effect on such Interest Determination Date.
Determination of Federal Funds Rate
If the Interest Rate Basis with respect to this
Security is the Federal Funds Rate, such rate shall be determined
by the Calculation Agent in accordance with the following
provisions:
"Federal Funds Rate" means, with respect to any
Interest Determination Date, the rate on such date for federal
funds as published in H.15(519) under the heading "Federal Funds
(Effective)" or, if not published by 3:00 p.m., New York City
time, on the related Calculation Date, the rate on such Interest
Determination Date as published in Composite Quotations under the
column "Effective Rate" under the heading "Federal Funds." If by
3:00 p.m., New York City time, on the related Calculation Date
such rate is not published in either H.15(519) or Composite
Quotations, then the Federal Funds Rate on such Interest
Determination Date will be calculated by the Calculation Agent
and will be the arithmetic mean of the rates for the last
transaction in overnight United States dollar federal funds
arranged by three leading brokers of federal funds transactions
in The City of New York selected by the Calculation Agent prior
to 9:00 a.m., New York City time, on such Interest Determination
Date; provided, however, that if the brokers so selected by the
Calculation Agent are not quoting as mentioned in this sentence,
the Federal Funds Rate determined as of such Interest
Determination Date will be the Federal Funds Rate in effect on
such Interest Determination Date.
Determination of LIBOR
If the Interest Rate Basis with respect to this
Security is LIBOR, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
(i) With respect to an Interest Determination Date,
LIBOR will be, as specified on the face hereof, either: (a) the
arithmetic mean of the offered rates for deposits in U.S. dollars
having the Index Maturity specified on the face hereof,
commencing on the second London Business Day immediately
following that Interest Determination Date, that appear on the
Reuters Screen LIBO Page as of 11:00 a.m., London time, on that
Interest Determination Date, if at least two such offered rates
appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or
(b) the rate for deposits in U.S. dollars having the Index
Maturity specified on the face hereof, commencing on the second
London Business Day immediately following that Interest
Determination Date, that appears on the Telerate Page 3750 as of
11:00 a.m., London time, on that Interest Determination Date
("LIBOR Telerate"). "Reuters Screen LIBO Page" means the display
designated as page "LIBO" on the Reuters Monitor Money Rates
Service (or such other page as may replace the LIBO page on that
service for the purpose of displaying London interbank offered
rates of major banks). "Telerate Page 3750" means the display
designated as page "3750" on the Telerate Service (or such other
page as may replace the 3750 page on that service or such other
service or services as may be nominated by the British Bankers'
Association for the purpose of displaying London interbank
offered rates for U.S. dollar deposits). If neither LIBOR
Reuters nor LIBOR Telerate is specified on the face hereof, LIBOR
will be determined as if LIBOR Telerate had been specified. If
fewer than two offered rates appear on the Reuters Screen LIBO
Page, or if no rate appears on the Telerate Page 3750, as
applicable, LIBOR in respect of that Interest Determination Date
will be determined as if the parties had specified the rate
described in (ii) below.
(ii) With respect to an Interest Determination Date on
which fewer than two offered rates appear on the Reuters Screen
LIBO Page, as specified in (i)(a) above, or on which no rate
appears on Telerate Page 3750, as specified in (i)(b) above, as
applicable, LIBOR will be determined on the basis of the rates at
which deposits in U.S. dollars having the Index Maturity
specified on the face hereof are offered at approximately 11:00
a.m., London time, on that Interest Determination Date by four
major banks in the London interbank market selected by the
Calculation Agent ("Reference Banks") to prime banks in the
London interbank market commencing on the second London Business
Day immediately following that Interest Determination Date and in
a principal amount equal to an amount of not less than $1,000,000
that is representative for a single transaction in such market at
such time. The Calculation Agent will request the principal
London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are
provided, LIBOR in respect of that Interest Determination Date
will be the arithmetic mean of such quotations. If fewer than
two quotations are provided, LIBOR in respect of that Interest
Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., New York City time, on that
Interest Determination Date by three major banks in The City of
New York selected by the Calculation Agent for the loans in U.S.
dollars to leading European banks having the Index Maturity
specified on the face hereof commencing on the second London
Business Day immediately following that Interest Determination
Date and in a principal amount equal to an amount of not less
than $1,000,000 that is representative for a single transaction
in such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR with respect to such Interest
Determination Date will be the rate of LIBOR in effect on such
date.
"London Business Day" means any day on which dealings
in U.S. dollars are transacted in the London interbank market.
Determination of Prime Rate
If the Interest Rate Basis with respect to this
Security is the Prime Rate, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
"Prime Rate" means, with respect to any Interest
Determination Date, the rate on such date as such rate is
published in H.15(519) under the heading "Bank Prime Loan." If
such rate is not published prior to 3:00 p.m., New York City
time, on the related Calculation Date, then the Prime Rate shall
be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on the Reuters Screen NYMF
Page (as defined below) as such bank's prime rate or base lending
rate as in effect for such Interest Determination Date. If fewer
than four such rates but more than one such rate appear on the
Reuters Screen NYMF Page for such Interest Determination Date,
the Prime Rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year
divided by a 360-day year as of the close of business on such
Interest Determination Date by four major money center banks in
The City of New York selected by the Calculation Agent. If fewer
than two such rates appear on the Reuters Screen NYMF Page, the
Prime Rate will be determined by the Calculation Agent on the
basis of the rates furnished in The City of New York by three
substitute banks or trust companies organized and doing business
under the laws of the United States, or any State thereof, having
total equity capital of at least $500 million and being subject
to supervision or examination by Federal or State authority,
selected by the Calculation Agent to provide such rate or rates;
provided, however, that if the banks or trust companies selected
as aforesaid are not quoting as mentioned in this sentence, the
Prime Rate determined as of such Interest Determination Date will
be the Prime Rate in effect on such Interest Determination Date.
"Reuters Screen NYMF Page" means the display designated
as page "NYMF" on the Reuters Monitor Money Rates Service (or
such other page as may replace the NYMF page on that service for
the purpose of displaying prime rates or base lending rates of
major United States banks).
Determination of Treasury Rate
If the Interest Rate Basis with respect to this
Security is the Treasury Rate, such rate shall be determined by
the Calculation Agent in accordance with the following
provisions:
"Treasury Rate" means, with respect to an Interest
Determination Date, the rate applicable to the most recent
auction of direct obligations of the United States ("Treasury
Bills") having the Index Maturity specified on the face hereof as
published in H.15(519) under the heading "Treasury Bills--auction
average (investment)" or, if not so published by 3:00 p.m., New
York City time, on the related Calculation Date pertaining to
such Interest Determination Date, the auction average rate
(expressed as a bond equivalent on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the
Treasury. In the event that the results of the auction of
Treasury Bills having the Index Maturity specified on the face
hereof are not published or reported as provided above by 3:00
p.m., New York City time, on such Calculation Date or if no such
auction is held on such Interest Determination Date, then the
Treasury Rate shall be calculated by the Calculation Agent and
shall be a yield to maturity (expressed as a bond equivalent on
the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary
market bid rates, as of approximately 3:30 p.m., New York City
time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by
the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity specified on the
face hereof; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned
in this sentence, the Treasury Rate will be the Treasury Rate in
effect on such Interest Determination Date.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Security in accordance with the foregoing on each
Interest Determination Date.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York or California
law as the same may be modified by the United States law of
general applicability.
The Calculation Agent will, upon the request of the
Holder of this Security, provide to such Holder the interest rate
hereon then in effect and, if different, the interest rate which
will become effective as of the next applicable Interest Reset
Date.
If any Interest Payment Date specified on the face
hereof would otherwise be a day that is not a Business Day, the
Interest Payment Date shall be postponed to the next day that is
a Business Day, except that if (i) the rate of interest on this
Security shall be determined in accordance with the provisions of
the heading "Determination of LIBOR" above, and (ii) such
Business Day is in the next succeeding calendar month, such
Interest Payment Date shall be the immediately preceding Business
Day. "Business Day" means any day that is not a Saturday or
Sunday and that, in The City of New York (and, if the rate of
interest on this Security shall be determined in accordance with
the provisions of the heading "Determination of LIBOR" above, the
City of London), is not a day on which banking institutions are
generally authorized or obligated by law to close.
Interest payments for this Security will include
interest accrued from and including the date of issue or from and
including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, the Interest Payment
Date; provided, however, that if the Interest Reset Dates with
respect to this Security are weekly, interest payments shall
include accrued interest from and including the date of issue or
from but excluding the last date in respect of which interest has
been paid, as the case may be, to and including, the date which
is 15 calendar days immediately preceding such Interest Payment
Date, except that at Stated Maturity (or upon redemption or
optional repayment) the interest payable will include interest
accrued to, but excluding, the Stated Maturity date (or such date
of redemption or optional repayment). Accrued interest hereon
from the Original Issue Date or from the last date to which
interest hereon has been paid, as the case may be, shall be an
amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be
computed by adding the interest factor calculated for each day
from the Original Issue Date or from the last date to which
interest shall have been paid, as the case may be, to the date
for which accrued interest is being calculated. The interest
factor for each such day shall be computed by dividing the
interest rate (expressed as a decimal) applicable to such day by
360, in case the Interest Rate Basis of this Security is the
Commercial Paper Rate or LIBOR, or by the actual number of days
in the year in the case the Interest Rate Basis of this Security
is the Treasury Rate.
On each Optional Reset Date, if any, specified on the
face hereof, the Company has the option to reset the Spread and
the Spread Multiplier. If no date or dates for such reset are
set forth on the face hereof, this Security will not be subject
to such reset. The Company may exercise such option by notifying
the Trustee of such exercise at least 45 but not more than 60
days prior to an Optional Reset Date. Not later than 40 days
prior to such Optional Reset Date, the Trustee will mail to the
Holder hereof a notice (the "Reset Notice"), first class, postage
prepaid. The Reset Notice will indicate whether the Company has
elected to reset the Spread or Spread Multiplier and if so, (i)
such new Spread or Spread Multiplier, as the case may be; and
(ii) the provisions, if any, for redemption during the period
from such Optional Reset Date to the next Optional Reset Date or,
if there is no such next Optional Reset Date, to Stated Maturity
(each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during
such Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its
option, revoke the Spread or Spread Multiplier as provided for in
the Reset Notice, and establish a Spread or Spread Multiplier
that is higher (or lower if this Security is designated an
Inverse Floating Rate Note) than the Spread or Spread Multiplier
provided for in the relevant Reset Notice for the Subsequent
Interest Period commencing on such Optional Reset Date, by
causing the Trustee to mail, not later than 20 days prior to an
Optional Reset Date, a notice of such new Spread or Spread
Multiplier to the Holder hereof. Such notice will be
irrevocable. The Company must notify the Trustee of its
intentions to revoke such Reset Notice at least 25 days prior to
such Optional Reset Date. If the Spread or Spread Multiplier
hereof is reset on an Optional Reset Date and the Holder hereof
has not tendered this Security for repayment (or has validly
revoked any such tender) pursuant to the next succeeding
paragraph, such Holder will bear such new Spread or Spread
Multiplier for the Subsequent Interest Period.
If the Company elects to reset the Spread or Spread
Multiplier as described above, the Holder hereof will have the
option to elect repayment hereof by the Company on any Optional
Reset Date at a price equal to the aggregate principal amount
hereof outstanding on, plus any interest accrued to, such
Optional Reset Date. In order to exercise such option, the
Holder hereof must follow the procedures set forth below for
optional repayment, except that (i) the period for delivery of
this Security or notification to the Trustee will be at least 25
but not more than 35 days prior to such Optional Reset Date and
(ii) a Holder who has tendered for repayment pursuant to a Reset
Notice may, by written notice to the Trustee, revoke any such
tender until the close of business on the tenth day prior to such
Optional Reset Date.
The Company may extend the Stated Maturity of this
Security for the number of periods of whole years from one to
five, if any, specified on the face hereof under Extension
Periods up to but not beyond the Final Maturity Date specified on
the face hereof. If no period or periods for such extension are
set forth on the face hereof, this Security will not be subject
to such extension and will finally mature on the Stated Maturity
specified on the face hereof. The Company may exercise such
option by notifying the Trustee of such exercise at least 45 but
not more than 60 days prior to the old Stated Maturity. Not
later than 40 days prior to the old Stated Maturity, the Trustee
will mail to the Holder hereof a notice (the "Extension Notice"),
first class, postage prepaid. The Extension Notice will set
forth (i) the election of the Company to extend the Stated
Maturity; (ii) the new Stated Maturity; (iii) the Spread or
Spread Multiplier applicable to the Extension Period; and (iv)
the provisions, if any, for redemption during the Extension
Period, including the date or dates on which or the period or
periods during which and the price or prices at which such
redemption may occur during the Extension Period. Upon the
mailing by such Trustee of an Extension Notice to the Holder
hereof, the Stated Maturity shall be extended automatically, and,
except as modified by the Extension Notice and as described in
the next paragraph, this Security will have the same terms as
prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the old Stated Maturity, the Company may, at its option,
revoke the Spread or Spread Multiplier provided for in the
Extension Notice and establish a higher (or lower if this
Security is designated an Inverse Floating Rate Note) Spread or
Spread Multiplier for the Extension Period, by causing the
Trustee to mail notice of such new Spread or Spread Multiplier,
as the case may be, first class, postage prepaid, to the Holder
hereof. Such notice will be irrevocable. In such case, this
Security will bear such new Spread or Spread Multiplier for the
Extension Period, whether or not tendered for repayment.
If the Company extends Stated Maturity, the Holder
hereof will have the option to elect repayment hereof by the
Company on the old Stated Maturity at a price equal to the
principal amount hereof, plus any interest accrued to such date.
In order to exercise such option, the Holder hereof must follow
the procedures set forth for optional repayment, except that (i)
the period for delivery of this Security or notification to the
Trustee will be at least 25 but not more than 35 days prior to
the old Stated Maturity and (ii) a Holder who has tendered for
repayment pursuant to an Extension Notice may, by written notice
to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated
Maturity.
Unless otherwise indicated on the face of this
Security, this Security may not be redeemed prior to Stated
Maturity. If so indicated on the face of this Security, this
Security may be redeemed, at the option of the Company, on any
date on or after the date set forth on the face hereof, either in
whole or from time to time in part at a redemption price equal to
100% of the principal amount redeemed, together with interest
accrued and unpaid thereon to the date of redemption. Notice of
redemption shall be mailed to the Holders of the Securities
designated for redemption at their addresses as the same shall
appear in the Security Register not less than 30 and not more
than 60 days prior to the date of redemption, subject to all the
conditions and provisions of the Indenture. In the event of any
redemption, the Company will not be required to (i) issue,
register the transfer of, or exchange any Security during a
period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending at the close of
business on the date of mailing of the relevant notice of
redemption or (ii) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except
the unredeemed portion of any Security being redeemed in part.
Only a new Security or Securities for the amount of the
unredeemed portion hereof shall be issued in the name of the
Holder upon the cancellation hereof.
If so provided on the face of this Security, the
Security will be subject to repayment at the option of the Holder
on the date or dates so indicated on the face hereof. If no date
or dates for such repayment are set forth on the face hereof,
this Security will not be repayable at the option of the Holder
prior to Stated Maturity. On an optional repayment date, if any,
this Security will be repayable in whole or in part in increments
of $1,000 at the option of the Holder at a price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment, if the "Option to Elect
Repayment," duly completed and received by the Company in
accordance with the terms of this Security, is received by the
Company not more than 60 nor less than 30 days prior to the date
or dates of repayment set forth on the face hereof. In the event
of repayment of this Security in part only, a new Security for
the unrepaid portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of the series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Unless otherwise specified on the face hereof, if (i)
this Security is issued with original issue discount (as defined
in the Internal Revenue Code of 1986, as amended) and (ii) the
principal hereof is declared to be due and payable immediately,
the amount of principal due and payable with respect hereto shall
be limited to the Principal Amount hereof multiplied by the sum
of the Issue Price hereof (expressed as a percentage of the
Principal Amount hereof) plus the original issue discount
amortized from the Original Issue Date to the date of
declaration, which amortization shall be calculated using the
"interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
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 not less than a majority in principal
amount of the Securities at the time outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal
amount of the outstanding Securities of any 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
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this
Security at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits
Holder's rights to enforce the Indenture and this Security.
This Security is exchangeable only if (i) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Security or if at any time
the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed within the time specified in the
Indenture, or (ii) the Company in its sole discretion determines
that all Global Securities of the same series as this Security
shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form. If
this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof, bearing interest at the same rate or pursuant to
the same formula, having the same date of issuance, redemption
provisions, if any, Stated Maturity and other terms.
The Depositary will not sell, assign, transfer or
otherwise convey any beneficial interest in this Security unless
such beneficial interest is in an amount equal to $1,000 or an
integral multiple of $1,000 in excess thereof. The Depositary,
by accepting this Security, agrees to be bound by such provision.
No service charge shall 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 Security 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 Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue and none of the Company,
the Trustee or any such agent shall be affected by notice to the
contrary.
All percentages resulting from any calculation on this
Security will be rounded to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage
point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used
in or resulting from such calculation on this Security will be
rounded to the nearest cent (with one-half cent being rounded
upwards).
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned.
The undersigned acknowledges that for the within
Security to be repaid, the Company must receive at the offices or
agencies of the Trustee in Chicago, Illinois or The City of New
York, during the period specified in this Security (i) the
Security with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, facsimile or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth the
name of the Holder of the Security, the principal amount of the
Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and
a guarantee that the Security to be repaid with the "Option to
Elect Repayment" form duly completed will be received by the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such
Security and form duly completed are received by the Company by
such fifth Business Day. Any such notice received by the Company
during the period specified in this Security shall be
irrevocable.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which the Holder
elects to have repaid: $______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be
issued to the Holder for the portion of the within Security not
being repaid (in the absence of any such specification, one such
Security will be issued for the portion not being repaid):
$______________.
Dated:
__________________________________
Note: The signature to this Option
to Elect Repayment must correspond
with the name as it appears upon
the face of the within Security in
every particular without alteration
or enlargement or any change
whatever.
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
and 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.
____________________
<PAGE>
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 Security and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________ Attorney
to transfer said Security 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.
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES G
(FIXED RATE)
REGISTERED REGISTERED
NO. FXR-
CUSIP-
If this Security is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York,
New York) or its nominee, this Security may not be
transferred except as a whole by the Depositary to a nominee
of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or
a nominee of such successor Depositary unless and until this
Security is exchanged in whole or in part for Securities in
definitive form. Unless this certificate is presented by an
authorized representative of the Depositary to the Company
or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the
name of Cede & Co. or such other name as requested by an
authorized representative of the Depositary and any payment
is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL since the registered owner hereof, Cede & Co. has
an interest herein.
Original
Stated Interest Issue Principal
Maturity: Rate: Date: Amount:
__________ ___________% __________ __________
Issue Price:
Repurchase Price Overdue
(for Discount Rate (if any):
Securities):
Redeemable On Or After:
Optional Repayment Date:
Optional Reset Dates:
Extension Periods:
Final Maturity:
Other Provisions:
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (herein called the "Company", which term includes any
successor corporation under the Indenture, as hereinafter
defined), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum set forth above at
Stated Maturity shown above and to pay interest thereon from the
Original Issue Date shown above or from the most recent Interest
Payment Date (as defined below) to which interest has been paid
or duly provided for at a fixed rate per annum semi-annually in
arrears on April 15 and October 15 in each year, unless otherwise
set forth above ("Interest Payment Dates"), until the principal
hereof is paid or made available for payment, and on Stated
Maturity. Interest will be payable on each Interest Payment Date
and at Stated Maturity or upon redemption or optional repayment.
Interest will be payable to the Holder at the close of business
on the Regular Record Date which shall be April 1 and October 1
of each year, unless otherwise set forth above, next preceding
such Interest Payment Date; provided, however, that interest
payable at Stated Maturity or upon redemption or optional
repayment will be payable to the person to whom principal is
payable and (to the extent that the payment of such interest
shall be legally enforceable) at the Overdue Rate, if any, per
annum set forth above on any overdue principal and premium and on
any overdue installment of interest. If the Original Issue Date
is between a Regular Record Date and the next succeeding Interest
Payment Date, the first payment of interest hereon will be made
on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder on such next Regular Record
Date.
Payment of the principal, and premium, if any, and
interest payable at Stated Maturity or upon redemption or
optional repayment on this Security will be made in immediately
available funds at the corporate trust office of the Trustee in
Chicago, Illinois or at the agency of the Trustee maintained for
that purpose in New York, New York, provided that this Security
is presented to the Trustee in time for the Trustee to make such
payments in such funds in accordance with its normal procedures.
Interest (other than interest payable at Stated Maturity or upon
redemption or optional repayment) will be paid by check mailed to
the address of the person entitled thereto as it appears in the
Security Register on the applicable Regular Record Date or, at
the option of the Company, by wire transfer to an account
maintained by such person with a bank located in the United
States. Notwithstanding the foregoing, (i) the Depositary or its
nominee, if it is the registered Holder of this Security, will be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States, and (ii) a Holder of $10,000,000 or
more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the
Regular Record Date preceding an applicable Interest Payment Date
by the Trustee of written instructions from such Holder, be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States. Such instructions shall remain in
effect with respect to payments of interest made to such Holder
on subsequent Interest Payment Dates unless revoked or changed by
written instructions received by the Trustee from such Holder,
provided that any such written revocation or change which is
received by the Trustee after a Regular Record Date and before
the related Interest Payment Date shall not be effective with
respect to the interest payable on such Interest Payment Date.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS SECURITY SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER
PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET
FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof 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:
TRUSTEE'S CERTIFICATE OF INTERNATIONAL LEASE
AUTHENTICATION FINANCE CORPORATION
This is one of the
Securities of the series
designated therein referred By: _______________________
to in the within-mentioned Chairman of the Board
Indenture
_______________________
President
BANK OF AMERICA ILLINOIS,
As Trustee Attest:
By_______________________ _______________________
Authorized Signatory Secretary
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTES, SERIES G
(FIXED RATE)
This Security is one of a duly authorized issue of
Medium-Term Notes, Series G of the Company (herein called the
"Securities"), issued and to be issued under an Indenture dated
as of November 1, 1991 (herein called the "Indenture") between
the Company and Bank of America Illinois (formerly, 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, limitations of rights, duties and immunities
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. This Security is one of the
series designated on the face hereof. The Securities of this
series may be issued from time to time at varying maturities,
interest rates and other terms as may be designated with respect
to a Security.
Interest payments for this Security will include
interest accrued to but excluding the Interest Payment Dates.
Interest payments for this Security shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. If any
Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest
Payment Date shall be postponed to the next day that is a
Business Day. "Business Day" means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a
day on which banking institutions are generally authorized or
obligated to close.
On each Optional Reset Date, if any, specified on the
face hereof, the Company has the option to reset the interest
rate hereon. If no date or dates for such reset are set forth on
the face hereof, this Security will not be subject to such reset.
The Company may exercise such option by notifying the Trustee of
such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date. Not later than 40 days prior to such
Optional Reset Date, the Trustee will mail to the Holder hereof a
notice (the "Reset Notice"), first class, postage prepaid. The
Reset Notice will indicate whether the Company has elected to
reset the interest rate hereon and if so, (i) such new interest
rate; and (ii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset
Date or, if there is no such next Optional Reset Date, to Stated
Maturity (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may
occur during such Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its
option, revoke the interest rate as provided for in the Reset
Notice, and establish an interest rate that is higher than the
interest rate provided for in the relevant Reset Notice for the
Subsequent Interest Period commencing on such Optional Reset
Date, by causing the Trustee to mail, not later than 20 days
prior to an Optional Reset Date, a notice of such higher interest
rate to the Holder hereof. Such notice will be irrevocable. The
Company must notify the Trustee of its intentions to revoke such
Reset Notice at least 25 days prior to such Optional Reset Date.
If the interest rate hereof is reset on an Optional Reset Date
and the Holder hereof has not tendered this Security for
repayment (or has validly revoked any such tender) pursuant to
the next succeeding paragraph, such Holder will bear such higher
interest rate for the Subsequent Interest Period.
If the Company elects to reset the interest rate hereon
as described above, the Holder hereof will have the option to
elect repayment hereof by the Company on any Optional Reset Date
at a price equal to the aggregate principal amount hereof
outstanding on, plus any interest accrued to, such Optional Reset
Date. In order to exercise such option, the Holder hereof must
follow the procedures set forth below for optional repayment,
except that (i) the period for delivery of this Security or
notification to the Trustee will be at least 25 but not more than
35 days prior to such Optional Reset Date and (ii) a Holder who
has tendered for repayment pursuant to a Reset Notice may, by
written notice to the Trustee, revoke any such tender until the
close of business on the tenth day prior to such Optional Reset
Date.
The Company may extend the Stated Maturity of this
Security for the number of periods of whole years from one to
five, if any, specified on the face hereof under Extension
Periods up to but not beyond the Final Maturity Date specified on
the face hereof. If no period or periods for such extension are
set forth on the face hereof, this Security will not be subject
to such extension. The Company may exercise such option by
notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to the old Stated Maturity. Not later than 40
days prior to the old Stated Maturity, the Trustee will mail to
the Holder hereof a notice (the "Extension Notice"), first class,
postage prepaid. The Extension Notice will set forth (i) the
election of the Company to extend the Stated Maturity; (ii) the
new Stated Maturity; (iii) the interest rate applicable to the
Extension Period; and (iv) the provisions, if any, for redemption
during the Extension Period, including the date or dates on which
or the period or periods during which and the price or prices at
which such redemption may occur during the Extension Period.
Upon the mailing by such Trustee of an Extension Notice to the
Holder hereof, the Stated Maturity shall be extended
automatically, and, except as modified by the Extension Notice
and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the old Stated Maturity, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period, by
causing the Trustee to mail notice of such higher interest rate,
as the case may be, first class, postage prepaid, to the Holder
hereof. Such notice will be irrevocable. In such case, this
Security will bear such higher interest rate for the Extension
Period, whether or not tendered for repayment.
If the Company extends Stated Maturity, the Holder
hereof will have the option to elect repayment hereof by the
Company on the old Stated Maturity at a price equal to the
principal amount hereof, plus any interest accrued to such date.
In order to exercise such option, the Holder hereof must follow
the procedures set forth for optional repayment, except that (i)
the period for delivery of this Security or notification to the
Trustee will be at least 25 but not more than 35 days prior to
the old Stated Maturity and (ii) a Holder who has tendered for
repayment pursuant to an Extension Notice may, by written notice
to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated
Maturity.
Unless otherwise indicated on the face of this
Security, this Security may not be redeemed prior to Stated
Maturity. If so indicated on the face of this Security, this
Security may be redeemed, at the option of the Company, on any
date on or after the date set forth on the face hereof, either in
whole or from time to time in part at a redemption price equal to
100% of the principal amount redeemed, together with interest
accrued and unpaid thereon to the date of redemption. Notice of
redemption shall be mailed to the Holders of the Securities
designated for redemption at their addresses as the same shall
appear in the Security Register not less than 30 and not more
than 60 days prior to the date of redemption, subject to all the
conditions and provisions of the Indenture. In the event of any
redemption, the Company will not be required to (i) issue,
register the transfer of, or exchange any Security during a
period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending at the close of
business on the date of mailing of the relevant notice of
redemption or (ii) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except
the unredeemed portion of any Security being redeemed in part.
Only a new Security or Securities for the amount of the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
If so provided on the face of this Security, the
Security will be subject to repayment at the option of the Holder
on the date or dates so indicated on the face hereof. If no date
or dates for such repayment are set forth on the face hereof,
this Security will not be repayable at the option of the Holder
prior to Stated Maturity. On an optional repayment date, if any,
this Security will be repayable in whole or in part in increments
of $1,000 at the option of the Holder at a price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment, if the "Option to Elect
Repayment," duly completed and received by the Company in
accordance with the terms of this Security, is received by the
Company not more than 60 nor less than 30 days prior to the date
or dates of repayment set forth on the face hereof. In the event
of repayment of this Security in part only, a new Security for
the unrepaid portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Unless otherwise specified on the face hereof, if (i)
this Security is issued with original issue discount (as defined
in the Internal Revenue Code of 1986, as amended) and (ii) the
principal hereof is declared to be due and payable immediately,
the amount of principal due and payable with respect hereto shall
be limited to the Principal Amount hereof multiplied by the sum
of the Issue Price hereof (expressed as a percentage of the
Principal Amount hereof) plus the original issue discount
amortized from the Original Issue Date to the date of
declaration, which amortization shall be calculated using the
"interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
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 not less than a majority in principal
amount of the Securities at the time outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal
amount of the outstanding Securities of any such 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
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provisions
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this
Security at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits
Holder's rights to enforce the Indenture and this Security.
This Security is exchangeable only if (i) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Security or if at any time
the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed within the time specified in the
Indenture, or (ii) the Company in its sole discretion determines
that all Global Securities of the same series as this Security
shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form. If
this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof, bearing interest at the same rate, having the
same date of issuance, redemption provisions, if any, Stated
Maturity and other terms.
The Depositary will not sell, assign, transfer or
otherwise convey any beneficial interest in this Security unless
such beneficial interest is in an amount equal to $1,000 or an
integral multiple of $1,000 in excess thereof. The Depositary,
by accepting this Security, agrees to be bound by such provision.
No service charge shall 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 Security 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 Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the
contrary.
<PAGE>
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTITUTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
<PAGE>
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned.
The undersigned acknowledges that for the within
Security to be repaid, the Company must receive at the offices or
agencies of the Trustee in Chicago, Illinois or The City of New
York, during the period specified in this Security (i) the
Security with this "Option to Elect Repayment" form duly
completed, or (ii) a telegram, telex, facsimile or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth the
name of the Holder of the Security, the principal amount of the
Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and
a guarantee that the Security to be repaid with the "Option to
Elect Repayment" form duly completed will be received by the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such
Security and form duly completed are received by the Company by
such fifth Business Day. Any such notice received by the Company
during the period specified in this Security shall be
irrevocable.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which the Holder
elects to have repaid: $______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be
issued to the Holder for the portion of the within Security not
being repaid (in the absence of any such specification, one such
Security will be issued for the portion not being repaid):
$______________.
Dated:
__________________________________
Note: The signature to this Option
to Elect Repayment must correspond
with the name as it appears upon
the face of the within Security in
every particular without alteration
or enlargement or any change
whatever.
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
and 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.
____________________
<PAGE>
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 Security and all rights thereunder, hereby irrevocably
constituting and appointing
_______________________________________________________ Attorney
to transfer said Security 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
October
12th
1 9 9 4
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Up to $1,000,000,000 Aggregate Principal
Amount of Medium-Term Notes, Series G of
International Lease Finance Corporation
(the "Notes")
Ladies and Gentlemen:
We have acted as your counsel in connection with the
issuance and sale from time to time 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 Bank of America Illinois (formerly,
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 final
terms of a particular Note and of its issuance and sale have been
duly established in conformity with the Indenture, and when such
Note has been duly executed, authenticated and issued in
accordance with the Indenture and upon payment for and delivery
of the Notes in accordance with the terms of the Distribution
Agreement dated as of May 17, 1994, as amended as of October 12,
1994, among the Company, Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
Incorporated, Salomon Brothers Inc and Goldman, Sachs & Co.,
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 filing of this opinion with
the Company's Current Report on Form 8-K, event date
October 12, 1994, and to its incorporation by reference
into the Registration Statement.
Respectfully submitted,
O'MELVENY & MYERS
