<PAGE>
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 13, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
California 0-11350 22-3059110
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (310) 788-1999
(Former name or former address, if changed since last report.)
Not applicable.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Distribution Agreement, dated
October 13, 1995, between by and among
the Registrant and Salomon Brothers
Inc, Lehman Brothers Inc., Morgan
Stanley & Co. Incorporated, Merrill
Lynch, Pierce, Fenner & Smith
Incorporated and Goldman,
Sachs & Co. relating to the
Registrant's Medium-Term Notes,
Series H (the "Notes").
4.1 Officers' Certificate (without
exhibits), dated October 13, 1995,
establishing the terms of the
Notes.
4.2 Form of Certificate for the Global
Floating Rate Note.
4.3 Form of certificate for the Global
Fixed Rate Note.
5.1 Opinion of O'Melveny & Myers
regarding the legality of the
Notes.
23.1 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
Executive Vice President,
Co-Chief Operating Officer
and Chief Financial Officer
DATED: October 13, 1995
<PAGE>
International Lease Finance Corporation
$750,000,000 Medium-Term Notes, Series H
Due Nine Months or More
From Date of Issue
Distribution Agreement
October 13, 1995
New York, New York
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Morgan Stanley & Co. Incorporated
1251 Avenue of the Americas
New York, New York 10020
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1301
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
International Lease Finance Corporation, a California
corporation (including its predecessor identified in the
Registration Statement (as defined below), the "Company"),
confirms its agreement with each of you (together with your
affiliates, individually, an "Agent" and collectively, the
"Agents") with respect to the issue and sale by the Company
of up to the aggregate principal amount set forth in Schedule I
hereto of its Medium-Term Notes, Series H, Due Nine Months
or More from Date of Issue (the "Notes"). The Notes
will be issued under an indenture (the "Indenture") dated as
of November 1, 1991, between the Company and Bank of America
Illinois (formerly Continental Bank, National Association),
as trustee (the "Trustee"). The Notes will be issued in minimum
denominations of $1,000 and in denominations exceeding such
amount by integral multiples of $1,000, will be issued only
in fully registered form and will bear interest at rates
to be provided in a supplement to the Prospectus referred
to below.
1. Representations and Warranties. The Company
represents and warrants to you as of the date hereof, as of each
Closing Date and Settlement Date hereinafter referred to, and as
of the times referred to in Section 4(h) hereof, as follows:
(a)The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in Schedule
I hereto), which has become effective, for the registration
under the Act of the aggregate principal amount set forth in
Schedule I hereto of debt securities including the Notes
(the "Securities"). Such registration statement, as amended
at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all
other material respects with said Rule. In connection with
the sale of Notes the Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement
to the form of prospectus included in such registration
statement relating to the Notes and the plan of distribution
thereof and has previously advised you of all further
information (financial and other) with respect to the
Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended to the
date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus, as supplemented
pursuant to the previous sentence, is hereinafter called the
"Prospectus". Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the date of this Agreement or the date
of the Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement or the Prospectus
shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this
Agreement or the date of the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
(b)As of the date hereof, when any amendment to
the Registration Statement becomes effective (including the
filing of any document incorporated by reference in the
Registration Statement), when any supplement to the
Prospectus is filed with the Commission and at the date of
delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement, as amended
as of any such time, and the Prospectus as supplemented as
of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the Exchange Act and the respective
rules thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the
Prospectus as supplemented as of any such time, will contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading;
provided, however, that the Company makes no representations
or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on
behalf of the Agents specifically for use in connection with
the preparation of the Registration Statement and the
Prospectus.
(c)Subsequent to the respective dates as of
which information is given in the Registration Statement and
Prospectus, and except as set forth or contemplated in the
Prospectus, neither the Company nor any of its subsidiaries
has incurred any material liabilities or obligations, direct
or contingent, nor entered into any material transactions
not in the ordinary course of business, and there has not
been any material adverse change in the condition (financial
or otherwise), business, prospects or results of operations
of the Company and its subsidiaries considered as a whole.
(d)The Securities have been duly authorized and,
when issued and delivered pursuant to this Agreement and, if
applicable, the Terms Agreement (as defined in Section 2(b)
hereof) or otherwise, will have been duly executed,
authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture, which
will be substantially in the form filed as an exhibit to the
Registration Statement or a document incorporated by
reference therein; the Indenture has been duly authorized
and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Securities and the Indenture will conform to the
descriptions thereof in the Prospectus.
(e)The Notes have been rated by a "nationally
recognized statistical rating agency" (as that term is
defined by the Commission for purposes of Rule 436(g)(2)
under the Act), including one or both of Moody's Investor
Services, Inc. and Standard & Poor's Corporation.
(f)The Company confirms as of the date hereof,
and each acceptance by the Company of an offer to purchase
Notes will be deemed to be an affirmation, that the Company
is in compliance with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure of
Doing Business with Cuba, and the Company further agrees
that if it commences engaging in business with the
government of Cuba or with any person or affiliate located
in Cuba after the date the Registration Statement becomes or
has become effective with the Commission or with the Florida
Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported in
the Prospectus, if any, concerning the Company's business
with Cuba or with any person or affiliate located in Cuba
changes in any material way, the Company will provide the
Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
2.Appointment of Agents; Purchases as Principals.
(a)Subject to the terms and conditions set forth
herein, the Company hereby authorizes you to act as its
agents to solicit offers for the purchase of all or part of
the Notes, upon the terms set forth in the Prospectus, as
supplemented, during a period beginning on the date hereof
and ending on the date the Company shall specify to you in
writing. The commission to be paid to each Agent in respect
of sales of Notes shall be that percentage specified in
Schedule I hereto of the aggregate principal amount of Notes
sold by the Company in respect of offers to purchase
solicited by each Agent and shall be payable as specified in
the Procedures (as defined in Section 3). Offers for the
purchase of Notes may be solicited by the Agents as agents
for the Company at such time and in such amounts as the
Agents deem advisable. The Company may from time to time
offer Notes for sale otherwise than through the Agents;
provided, however, that so long as this Agreement shall be
in effect, the Company shall not solicit or accept offers to
purchase Notes through any agent at a commission different
from those described in this Agreement for offers to
purchase through the Agents. If any agent, other than an
Agent, is appointed during the term of this Agreement with
respect to the Notes, the Company shall promptly notify the
Agents of such appointment.
(b)Each sale of Notes to you as principal shall
be made in accordance with the terms of this Agreement and a
separate agreement which will provide for the sale of such
Notes to, and the purchase and reoffering thereof by, you.
Each such separate agreement (which may be an oral agreement
confirmed in writing or which may be substantially in the
form of Schedule II hereto and which may take the form of an
exchange of any standard form of written telecommunication
between you and the Company) is herein referred to as a
"Terms Agreement". Your commitment to purchase Notes
pursuant to any Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the
terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Notes to be purchased
by you pursuant thereto, the price to be paid to the Company
for such Notes, the initial public offering price, if any,
at which the Notes are proposed to be reoffered, and the
time and place of delivery of and payment for such Notes
(the "Settlement Date"). Such Terms Agreement shall also
specify any requirements for opinions of counsel, officers'
certificates and letters from independent auditors pursuant
to Section 5 hereof.
3.Offering Procedure. The Agents shall communicate
to the Company, orally or in writing, each offer to purchase
Notes on terms previously communicated by the Company to the
Agents, and the Company shall have the sole right to accept such
offers to purchase Notes and may refuse any proposed purchase of
Notes in whole or in part for any reason. Each of the Agents
shall have the right, in its discretion reasonably exercised, to
reject any proposed purchase of Notes on different terms, as a
whole or in part, and any such rejection shall not be deemed a
breach of its agreement contained herein. The Agents and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Medium-Term
Notes Administrative Procedures (attached hereto as Exhibit A)
(the "Procedures"), as amended from time to time. The Procedures
may only be amended by written agreement of the Company and the
Agents after notice to, and with the approval of, the Trustee.
4.Agreements. The Company agrees with you that:
(a)Prior to the termination of the offering of
the Notes, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus
unless the Company has furnished you with copies for your
review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will cause
each supplement to the Prospectus to be filed (or trans-
mitted for filing) with the Commission as required pursuant
to Rule 424. The Company will promptly advise you (i) when
each supplement to the Prospectus shall have been filed (or
transmitted for filing) with the Commission pursuant to Rule
424, (ii) when any amendment of the Registration Statement
shall have become effective, (iii) of any request by the
Commission for any amendment of the Registration Statement
or amendment of or supplement to the Prospectus or for any
additional information, (iv) of the issuance by the Commis-
sion of any stop order suspending the effectiveness of the
Registration Statement or the institution or threatening of
any proceeding for that purpose and (v) of the receipt by
the Company of any notification with respect to the suspen-
sion of the qualification of the Notes for sale in any
jurisdiction or the initiation or threatening of any pro-
ceeding for such purpose. The Company will use its best
efforts to prevent the issuance of any such stop order and,
if issued, to obtain as soon as possible the withdrawal
thereof.
(b)If, at any time when a prospectus relating to
the Notes is required to be delivered under the Act, any
event occurs as a result of which the Registration
Statement, as then amended, or the Prospectus, as then
supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or
if it shall be necessary to amend the Registration Statement
or to supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the
Company promptly will (i) notify the Agents to suspend
solicitation of offers to purchase Notes (and, if so
notified by the Company, the Agents shall forthwith suspend
such solicitation and cease using the Prospectus as then
amended or supplemented), (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (a)
of this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment or
supplement which will effect such compliance and (iii) will
supply any such amended or supplemented Prospectus to the
Agents in such quantities as the Agents may reasonably
request. If such amendment or supplement is satisfactory in
all respects to the Agents, the Agents will, upon the filing
of such amendment or supplement with the Commission and upon
the effectiveness of an amendment to the Registration
Statement if such an amendment is required, resume their
obligation to solicit offers to purchase Notes hereunder.
(c)As soon as practicable, the Company will make
generally available to its security holders and to you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act and, not later
than 45 days after the end of the 12-month period beginning
at the end of each fiscal quarter of the Company (other than
the last fiscal quarter of any fiscal year) during which the
effective date of any post-effective amendment to the
Registration Statement occurs, not later than 90 days after
the end of the fiscal year beginning at the end of each last
fiscal quarter of any fiscal year of the Company during
which the effective date of any post-effective amendment to
the Registration Statement occurs, and not later than 90
days after the end of each fiscal year of the Company during
which any Notes were issued, the Company will make generally
available to its security holders an earnings statement
covering such 12-month period or such fiscal year, as the
case may be, that will satisfy the provisions of such
Section 11(a) and Rule 158.
(d)The Company will furnish to you and your
counsel, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment
thereto which shall become effective and, so long as
delivery of a prospectus may be required by the Act, as many
copies of any preliminary Prospectus and the Prospectus and
any amendments thereof and supplements thereto as you may
reasonably request.
(e)The Company will arrange for the
qualification of the Notes for sale under the laws of such
jurisdictions as you may reasonably designate, will maintain
such qualifications in effect so long as required for the
distribution of the Notes, and, if requested by the Agents,
will arrange for the determination of the legality of the
Notes for purchase by institutional investors.
(f)The Company shall, whether or not any sale of
the Notes is consummated, (i) pay all expenses incident to
the performance of its obligations under this Agreement,
including the fees and disbursements of its accountants and
counsel, the cost of printing and delivery of the
Registration Statement, any preliminary Prospectus, the
Prospectus, all amendments thereof and supplements thereto,
the Indenture and all other documents relating to the
offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including
fees of counsel incurred in connection with the
qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities
or Blue Sky laws of each such jurisdiction as you may
reasonably designate, the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, and
(ii) reimburse the Agents on a monthly basis for all
out-of-pocket expenses (including without limitation
advertising expenses) incurred by the Agents and approved by
the Company in advance, in connection with the offering and
the sale of the Notes, and (iii) be responsible for the
reasonable fees of counsel for the Agents incurred in
connection with the offering and sale of the Notes.
(g)Each acceptance by the Company of an offer to
purchase Notes, and each sale of Notes to you pursuant to a
Terms Agreement, will be deemed to be an affirmation that
the representations and warranties of the Company contained
in this Agreement and in any certificate theretofore
delivered to you pursuant hereto are true and correct at and
as of such date and a representation and warranty to you
that neither the Registration Statement nor the Prospectus,
as then amended or supplemented, fails to reflect any facts
or events which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement or the Prospectus, as then amended or
supplemented, and/or includes any untrue statement of a
material fact, or omits to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
except that the foregoing does not apply to (i) that part of
the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by you or on
your behalf specifically for use in connection with the
preparation of the Registration Statement and the Prospectus
or any amendments thereof or supplements thereto.
(h)Each time that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement providing solely for a change in the
interest rates offered on the Notes), or, if so indicated in
the applicable Terms Agreement, the Company sells Notes to
you pursuant to a Terms Agreement, the Company will deliver
or cause to be delivered forthwith to you a certificate of
the Company signed by the Chairman of the Board or the
President and the principal financial or accounting officer
of the Company, dated the date of the effectiveness of such
amendment or the date of filing of such supplement, in form
reasonably satisfactory to you, to the effect that the
statements contained in the certificate that was last
furnished to you pursuant to either Section 5(e) or this
Section 4(h) are true and correct at the time of the
effectiveness of such amendment or the filing of such
supplement as though made at and as of such time (except
that (i) the last day of the fiscal quarter for which
financial statements of the Company were last filed with the
Commission shall be substituted for the corresponding date
in such certificate and (ii) such statements shall be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement) or, in
lieu of such certificate, a certificate of the same tenor as
the certificate referred to in Section 5(e) but modified to
relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with the
Commission and to the Registration Statement and the Pro-
spectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement.
(i)Each time that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement (i) providing solely for a change in
the interest rates offered on the Notes or (ii) setting
forth or incorporating by reference financial statements or
other information as of and for a fiscal quarter, unless, in
the case of clause (ii) above, in your reasonable judgment,
such financial statements or other information are of such a
nature that an opinion of counsel should be furnished), or,
if so indicated in the applicable Terms Agreement, the
Company sells Notes to you pursuant to a Terms Agreement,
the Company shall furnish or cause to be furnished forthwith
to you a written opinion or opinions of counsel to the
Company satisfactory to you, dated the date of the effec-
tiveness of such amendment or the date of filing of such
supplement, of the same tenor as the opinions referred to in
Sections 5(b) and 5(c) but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such
amendment or the filing of such supplement or, in lieu of
such opinions, counsel last furnishing such an opinion to
you may furnish you with a letter to the effect that you may
rely on such last opinion to the same extent as though it
were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement).
(j) Each time that the Registration Statement or
the Prospectus is amended or supplemented to set forth
amended or supplemental financial information or such
amended or supplemental information is incorporated by
reference in the Registration Statement or the Prospectus,
or, if so indicated in the applicable Terms Agreement, the
Company sells Notes to you pursuant to a Terms Agreement,
the Company shall cause Ernst & Young, its independent
auditors, forthwith to furnish you a letter, dated the date
of the effectiveness of such amendment or the date of filing
of such supplement, in form satisfactory to you, of the same
tenor as the letter referred to in Section 5(f) with such
changes as may be necessary to reflect the amended and
supplemental financial information included or incorporated
by reference in the Registration Statement and the
Prospectus, as amended or supplemented to the date of such
letter, provided that if the Registration Statement or the
Prospectus is amended or supplemented solely to include or
incorporate by reference financial information as of and for
a fiscal quarter, Ernst & Young may limit the scope of such
letter, which shall be satisfactory in form to you, to the
unaudited financial statements included in such amendment or
supplement, unless any other information included or
incorporated by reference therein of an accounting,
financial or statistical nature is of such a nature that, in
your reasonable judgment, such letter should cover such
other information.
(k)Between the date of any Terms Agreement and
the Settlement Date with respect to such Terms Agreement,
the Company will not, without your prior consent, offer or
sell, or enter into any agreement to sell, any debt
securities of the Company, except as may otherwise be
provided in any such Terms Agreement.
5.Conditions to Obligations. Your obligations as
Agents to solicit offers to purchase the Notes and your
obligations to purchase Notes pursuant to any Terms Agreement or
otherwise shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as of
the date hereof, as of the date of the effectiveness of any
amendment to the Registration Statement (including the filing of
any document incorporated by reference therein), as of the date
any supplement to the prospectus is filed with the Commission, as
of each Closing Date and as of each Settlement Date with respect
to any applicable Terms Agreement, to the accuracy of the
statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a)No stop order suspending the effectiveness of
the Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b)The Company shall have furnished to you the
opinion of corporate counsel for the Company, dated the date
hereof, or of such Settlement Date, if applicable, to the
effect that:
(i)The Company is duly qualified to do
business as a foreign corporation and is in good stand-
ing under the laws of each jurisdiction in which the
ownership or leasing of its property or the conduct of
its business requires it to be so qualified; provided,
however, that the Company may not be so qualified in
certain jurisdictions, the effect of which would not
have a material adverse effect on the Company.
(ii)To the best knowledge of such counsel,
Interlease Aviation Corporation, ILFC Aircraft Holding
Corporation, Interlease Management Corporation,
Aircraft SPC-1, Inc., Aircraft SPC-2, Inc.,
Aircraft SPC-3, Inc. and Atlantic International
Aviation Holdings, Inc., a wholly owned subsidiary
of Interlease Management Corporation, are the
only domestic subsidiaries of the Company.
(iii)No subsidiary of the Company nor all of
the subsidiaries of the Company taken as a whole is a
"significant subsidiary" as defined in Rule 1-02 of
Regulation S-X promulgated under the Exchange Act.
(iv)To the best knowledge of such counsel,
there is no pending or threatened action, suit or
proceeding before any court or governmental agency,
authority or body or any arbitrator involving the
Company or any of its subsidiaries of a character
required to be disclosed in the Registration Statement
which is not adequately disclosed in the Prospectus.
(c)The Company shall have furnished to you the
opinion of O'Melveny & Myers, special counsel for the
Company, dated the date hereof, or of such Settlement Date,
if applicable, to the effect that:
(i)Each of the Company and its domestic
subsidiaries has been duly incorporated and is existing
and in good standing under the laws of the jurisdiction
in which it is incorporated.
(ii)The Company has the corporate power to own its
properties and conduct its business as described in the
Prospectus.
(iii)The Indenture has been duly authorized
by all necessary corporate action on the part of the
Company, has been duly executed and delivered by the
Company and is a legally valid and binding obligation
of the Company, enforceable against the Company in
accordance with its terms, except as limited by bank-
ruptcy, insolvency, reorganization, moratorium or simi-
lar laws affecting creditors' rights generally, and
except that such counsel may advise that the
enforceability of the Indenture is subject to the
effect of general principles of equity including,
without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or
injunctive relief, regardless of whether considered in
a proceeding in equity or at law, and, if applicable,
is subject to provisions of law which may require that
a judgment for money damages rendered by a court in the
United States be expressed in United States dollars.
(iv)The 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 provisions of the Indenture and
upon payment for and delivery of the Notes in
accordance with the terms of this Agreement, will be
legally valid and binding obligations of the Company,
enforceable against the Company in accordance with
their terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws
affecting creditors' rights generally, and except that
such counsel may advise that the enforceability of the
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, and, if
applicable, is subject to provisions of law which may
require that a judgment for money damages rendered by a
court in the United States be expressed in United
States dollars.
(v)The Indenture has been duly qualified
under the Trust Indenture Act.
(vi)This Agreement (and if the opinion is
being furnished on a Settlement Date, the applicable
Terms Agreement) has been duly authorized by all
necessary corporate action on the part of the Company
and has been duly executed and delivered by the
Company.
(vii)No consent, authorization, order or
approval of any California, New York or federal court
or governmental agency or body is required on the part
of the Company for the execution and delivery of this
Agreement or for the issuance and sale of the Notes,
except such as have been obtained under the Act, the
Trust Indenture Act and such as may be required under
the Blue Sky or securities laws of any jurisdiction and
such other approvals (specified in such opinion) as
have been obtained.
(viii)Neither the execution and delivery of
the Indenture nor the issuance of the Notes will
conflict with, result in a breach by the Company of
or constitute a default under, the Articles of
Incorporation or Bylaws of the Company or the
terms of any of the agreements, instruments, contracts,
orders, injunctions or judgments identified to such
counsel in an Officer's Certificate of the Company (a
copy of which will be delivered with the opinion of
such counsel) as agreements, instruments, contracts,
orders, injunctions or judgments binding on the Company
which have provisions relating to the issuance by the
Company of debt securities and the breach of or default
under or a conflict with which would have a material
adverse effect on the Company and its subsidiaries
considered as a whole, except that no opinion need be
expressed regarding the effect, if any, of the issuance
of the Notes upon the Company's compliance with any of
the financial covenants contained in any of said
agreements, instruments, contracts, orders, injunctions
or judgements.
(ix)The Registration Statement has been
declared effective under the Act and, to such counsel's
knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued or
threatened by the Commission.
(x)The Registration Statement, on the date
it was filed, appeared on its face to comply in all
material respects with the requirements as to form for
registration statements on Form S-3 under the Act and
the rules and regulations of the Commission thereunder,
except that no opinion need be expressed concerning the
financial statements and other financial and
statistical information contained or incorporated by
reference therein.
(xi)Such counsel does not know of any
material contract or other material document of a
character required to be filed as an exhibit to the
Registration Statement or required to be described in
the Registration Statement or the Prospectus which is
not filed or described as required.
(xii)The documents incorporated by reference
into the Prospectus (the "Incorporated Documents")
appear on their face to comply in all material respects
with the requirements as to form for reports on Form
10-K, Form 10-Q and Form 8-K, as the case may be, under
the Exchange Act, and the rules and regulations
thereunder in effect at the respective dates of their
filing, except that no opinion need be expressed
concerning the financial statements and other financial
and statistical information contained or incorporated
by reference therein.
(xiii)The statements in the Prospectus under
the caption "Description of Debt Securities", and in
the Prospectus Supplement under the caption
"Description of Medium-Term Notes, Series H", insofar
as such statements constitute a summary of provisions
of the Indenture or the Notes, fairly present the
information required therein by Form S-3.
(xiv)The purchase and sale of the Notes in
accordance with the terms and provisions of this
Agreement and the consummation of the transactions
contemplated under this Agreement, the Indenture and
the Notes will not violate the provisions of Section 1
of Article XV of the Constitution of the State of
California.
(xv)The Company is not an "investment
company" within the meaning of the Investment Company
Act of 1940, as amended.
Such counsel shall also state that on the basis of
their review of the Registration Statement, the documents
incorporated therein on the effective date of the Registra-
tion Statement, the Prospectus and the Incorporated Docu-
ments, and their participation in conferences in connection
with the preparation of the Registration Statement and the
Prospectus, they do not believe that the Registration State-
ment and the documents incorporated therein on the date the
Registration Statement became effective (or if later, the
date the Company's latest Annual Report on Form 10-K was
filed with the Commission), considered as a whole as of such
date, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading, and they do not believe that the Prospectus and
the Incorporated Documents, considered as a whole on the
date of the Final Prospectus and on the date of the opinion,
contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
Such counsel need not express any opinion or belief as to
any document filed by the Company under the Exchange Act,
whether prior or subsequent to the effective date of the
Registration Statement, except to the extent that any such
document is an Incorporated Document read together with the
Registration Statement or the Prospectus and considered as a
whole and as specifically stated in clause (xii) above, nor
must such counsel express any opinion or belief as to the
Form T-1 filed by the Trustee in connection with the Notes
or the financial statements and other financial and
statistical information included or incorporated by
reference in the Registration Statement, the Prospectus or
the Incorporated Documents.
(d)You shall have received from Milbank, Tweed,
Hadley & McCloy, your counsel, such opinion or opinions,
dated the date hereof, or of such Settlement Date, if
applicable, with respect to the issuance and sale of the
Notes, the Indenture, the Registration Statement, the
Prospectus and other related matters as you may reasonably
require, and the Company shall have furnished to such
counsel such documents as they request for the purpose of
enabling them to pass upon such matters.
(e)The Company shall have furnished to you a
certificate of the Company, signed by the Chairman of
the Board, the President or a Vice President and the
principal financial or accounting officer of the
Company, dated the date hereof, or of such Settlement
Date, if applicable, to the effect that the signers
of such certificate have carefully examined the
Registration Statement, the Prospectus and this Agreement
and that:
(i)the representations and warranties of
the Company in this Agreement are true and correct in
all material respects on and as of the date hereof, or
of such Settlement Date, if applicable, with the same
effect as if made on the date hereof, or of such
Settlement Date, if applicable, and the Company has, in
all material respects, complied with all the agreements
and satisfied all the conditions on its part to be
performed or satisfied as a condition to your
obligation as Agents to solicit offers to purchase the
Notes, or your obligation to purchase Notes pursuant to
any Terms Agreement;
(ii)no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened;
and
(iii)since the date of the most recent
financial statements included in the Prospectus, there
has been no material adverse change in the condition
(financial or other), earnings, business or properties
of the Company and its subsidiaries, whether or not
arising from transactions in the ordinary course of
business, except as set forth or contemplated in the
Prospectus.
(f)At the date hereof, or of such Settlement
Date, if applicable, Ernst & Young shall have furnished to
you a letter or letters (which may refer to letters
previously delivered to you), dated as of the date hereof,
or of such Settlement Date, if applicable, in form and
substance satisfactory to you, confirming that they are
independent accountants within the meaning of the Act and
the Exchange Act and the respective applicable published
rules and regulations thereunder and stating in effect that:
(i)in their opinion the audited financial
statements and financial statement schedules included
or incorporated in the Registration Statement and the
Prospectus and reported on by them comply in form in
all material respects with the applicable accounting
requirements of the Act and the Exchange Act and the
related published rules and regulations;
(ii)on the basis of a reading of the latest
unaudited financial statements made available by the
Company and its subsidiaries; carrying out certain
specified procedures (but not any examination in
accordance with generally accepted auditing standards)
which would not necessarily reveal matters of signifi-
cance with respect to the comments set forth in such
letter; a reading of the minutes of the meetings of the
shareholders, directors and audit committees of the
Company and the subsidiaries; and inquiries of certain
officials of the Company who have responsibility for
financial and accounting matters of the Company and its
subsidiaries as to transactions and events subsequent
to the date of the most recent audited financial
statements included or incorporated in the Prospectus,
nothing came to their attention which caused them to
believe that:
(1)any unaudited financial statements
included or incorporated in the Registration
Statement and the Prospectus do not comply in form
in all material respects with applicable
accounting requirements and with the published
rules and regulations of the Commission with
respect to financial statements included or
incorporated in quarterly reports on Form 10-Q
under the Exchange Act; and said unaudited
financial statements are not in conformity with
generally accepted accounting principles applied
on a basis substantially consistent with that of
the audited financial statements included or
incorporated in the Registration Statement and the
Prospectus;
(2)with respect to the period
subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified
date not more than five business days prior to the
date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of
the Company or decreases in the shareholders'
equity of the Company as compared with the amounts
shown on the most recent consolidated balance
sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period
from the date of the most recent financial
statements included or incorporated in the
Registration Statement and the Prospectus to such
specified date there were any decreases, as
compared with the corresponding period in the
preceding year, in consolidated revenues or in
total amounts of net income of the Company and its
subsidiaries, except in all instances for changes
or decreases set forth in such letter, in which
case the letter shall be accompanied by an
explanation by the Company as to the significance
thereof unless said explanation is not deemed
necessary by the Agents; or
(3)the amounts included in any
unaudited "capsule" information included or
incorporated in the Registration Statement and the
Prospectus do not agree with the amounts set forth
in the unaudited financial statements for the same
periods or were not determined on a basis
substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and Prospectus;
(iii)they have performed certain other
specified procedures as a result of which they
determined that certain information of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information
derived from the general accounting records of the
Company and its subsidiaries) set forth in the
Registration Statement and the Prospectus and in
Exhibit 12 to the Registration Statement, including the
information included or incorporated in Items 1, 2, 6,
7 and 11 of the Company's Annual Report on Form 10-K,
incorporated in the Registration Statement and the
Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form
10-Q, incorporated in the Registration Statement and
the Prospectus, agrees with the accounting records of
the Company and its subsidiaries, excluding any
questions of legal interpretation; and
(iv)if pro forma financial statements are
included or incorporated in the Registration Statement
and the Prospectus, on the basis of a reading of the
unaudited pro forma financial statements, carrying out
certain specified procedures, inquiries of certain
officials of the Company who have responsibility for
financial and accounting matters, and proving the
arithmetic accuracy of the application of the pro forma
adjustments to the historical amounts in the pro forma
financial statements, nothing came to their attention
which caused them to believe that the pro forma
financial statements do not comply in form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that
the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of
such statements.
References to the Registration Statement and the
Prospectus in this paragraph (f) are to such documents as
amended and supplemented at the date of the letter.
(g)Subsequent to the respective dates as of
which information is given in the Registration Statement and
the Prospectus, there shall not have been (i) any change or
decrease specified in the letter referred to in paragraph
(f) of this Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the business
or properties of the Company and its subsidiaries the effect
of which, in any case referred to in clause (i) or (ii)
above, is, in your judgment, so material and adverse as to
make it impractical or inadvisable to proceed with the
purchase or soliciting of offers to purchase the Notes as
contemplated by the Registration Statement and the
Prospectus.
(h)Prior to the date hereof, the Company shall
have furnished you such further information, certificates
and documents as you may reasonably request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to you and your counsel, this Agreement and all of
your obligations hereunder may be canceled at any time by you.
Notice of such cancellation shall be given to the Company in
writing or by telephone or telecopy confirmed in writing.
The documents required to be delivered by this Section
5 shall be delivered at the office of O'Melveny & Myers at 400
South Hope Street, Los Angeles, California, on the date hereof.
6.Reimbursement of Expenses. If any condition to
your obligations set forth in Section 5 hereof is not satisfied,
if any termination pursuant to Section 8 hereof shall occur or in
the case of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by you, the
Company will reimburse you upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel)
that you shall have incurred in connection with this Agreement.
7.Indemnification and Contribution.
(a)The Company agrees to indemnify and hold
harmless each of you and each person, if any, who controls
each of you within the meaning of Section 15 of the Act as
follows:
(i)against any and all loss, liability,
claim, damage and expense whatsoever arising out of any
untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement
(or any amendment thereto), or the omission or alleged
omission therefrom of a material fact required to be
stated therein or necessary to make the statements
therein not misleading or arising out of any untrue
statement or alleged untrue statement of material fact
contained in the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission
therefrom of a material fact necessary in order to make
the statements therein, in the light of the
circumstances under which they were made, not
misleading, unless such untrue statement or such
alleged untrue statement or omission was made in
reliance upon and in conformity with written
information furnished to the Company by you expressly
for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or
supplement thereto);
(ii)against any and all loss, liability
claim, damage and expense whatsoever to the extent of
the aggregate amount paid in settlement of any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission (except as made in reliance upon
and in conformity with information furnished by you as
aforesaid) if such settlement is effected with the
written consent of the Company; and
(iii)against any and all expense whatsoever
as incurred (including the fees and disbursements of
counsel chosen by you) reasonably incurred in
investigating, preparing or defending against any
litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened,
or any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission (except as made in reliance upon
and in conformity with information furnished by you as
aforesaid), to the extent that any such expense is not
paid under (i) or (ii) above.
(b)Each of you agree to indemnify and hold
harmless the Company, its directors, each of its officers
who signed the Registration Statement, and each person, if
any, who controls the Company within the meaning of Section
15 of the Act against any and all loss, liability, claim,
damage and expense described in the indemnity contained in
subsection (a) of this Section, but only with respect to
untrue statements or omissions, or alleged untrue statements
or omissions, made in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with
written information furnished to the Company by you
expressly for use in the Registration Statement (or any
amendment thereto) or the Prospectus (or any amendment or
supplement thereto).
(c)Each indemnified party shall give prompt
notice to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought
hereunder but failure to so notify an indemnifying party
shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. In
case any such action shall be brought against any
indemnified party, the indemnifying party may participate at
its own expense in the defense of such action. In no event
shall the indemnifying parties be liable for the fees and
expenses of more than one counsel (other than local counsel)
for all indemnified parties in connection with any one
action or separate but similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances. The indemnifying party shall
not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified
party to the extent set forth in subsection (a) or (b)
hereof, as applicable, from and against any loss or
liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and
indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all
liability on claims that are the subject matter of such
proceeding.
(d)If the indemnification provided for in this
Section 7 shall for any reason be unavailable to an
indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand,
and the Agents, on the other, from the offering of the Notes
or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault
of the Company, on the one hand, and the Agents, on the
other, with respect to the statements or omissions which
resulted in such loss, claim, damage or liability, or action
in respect thereof, as well as any other relevant equitable
considerations. The relative benefits received by the
Company, on the one hand, and the Agents, on the other, with
respect to such offering shall be deemed to be in the same
proportion as the total net proceeds from the offering of
the Notes (before deducting expenses) received by the
Company bear to the total discounts and commissions received
by any Agent with respect to such offering. The relative
fault shall be determined by reference to whether the untrue
or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to
information supplied by the Company or any Agent, the intent
of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such
statement or omission. The Company and the Agents agree
that it would not be just and equitable if contributions
pursuant to this Section 7(d) were to be determined by pro
rata allocation (even if the Agents were treated as one
entity for such purpose) or by any other method of
allocation which does not take into account the equitable
considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss,
claim, damage or liability, or action in respect thereof,
referred to above in this Section 7(d) shall be deemed to
include, for purposes of this Section 7(d), any legal or
other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such
action or claim to the extent not already paid or payable
pursuant to another provision of this Section 7.
Notwithstanding the provisions of this Section 7(d), no
Agent shall be required to contribute any amount in excess
of the amount by which the total price at which the Notes
sold through any Agent and distributed to the public were
offered to the public exceeds the amount of any damages
which any Agent has otherwise paid or become liable to pay
by reason of any untrue or alleged untrue statement or
omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent
misrepresentation. The Agents' obligations under this
Section 7(d) to contribute are several in proportion to the
respective principal amounts of Notes purchased by each such
Agent and not joint.
8. Termination. This Agreement may be terminated for
any reason, at any time by any party hereto, with respect to such
party, upon the giving of 30 days written notice of such
termination to the other parties hereto. You may also terminate
any Terms Agreement, immediately upon notice to the Company, at
any time prior to the Settlement Date if any of the following
shall have occurred: (i) since the respective dates as of which
information is given in the Registration Statement, any material
adverse change in the condition, financial or otherwise, of the
Company and its subsidiaries considered as one enterprise, or in
the earnings, affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, except as set forth
or contemplated in the Prospectus, which, in your reasonable
judgement, makes it impracticable to market the Notes or enforce
contracts for the sale of Notes, (ii) trading in any securities
of the Company has been suspended by the Commission or a national
securities exchange, or trading generally on either the New York
Stock Exchange or the American Stock Exchange shall have been
suspended, or minimum or maximum prices for trading shall have
been fixed, or maximum ranges for prices for securities shall
have been required, by either of said exchanges or by order of
the Commission or any other governmental authority, (iii) a
banking moratorium shall have been declared either by Federal or
New York State authorities, (iv) any outbreak or escalation of
hostilities or other national or international calamity or
crisis, if the effect of such outbreak, escalation, calamity or
crisis would, in your reasonable judgment, make the offering or
delivery of the Notes impracticable, or (v) any decrease in the
ratings of any of the Company's debt securities by Moody's
Investors Service, Inc. or Standard & Poor's Corporation or
either of said organizations shall publicly announce that it has
under consideration or review with negative implications any of
the Company's debt securities. In the event of any such
termination, neither party will have any liability to the other
party hereto, except that (i) the Agents shall be entitled to any
commissions earned in accordance with Section 2(a) hereof, (ii)
if at the time of termination (A) the Agent shall own any of the
Notes acquired pursuant to a Terms Agreement with the intention
of reselling them or (B) an offer to purchase any of the Notes
has been accepted by the Company but the time of delivery to the
purchaser or his agent of the Note or Notes relating thereto has
not occurred, the covenants set forth in Sections 3, 4 and 6
hereof shall remain in effect until such Notes are so resold or
delivered, as the case may be, and (iii) the covenants set forth
in Sections 4(c) and 4(f) hereof, the indemnity agreement set
forth in Section 7 hereof, and the provisions of Sections 9 and
12 hereof shall remain in effect.
The Company also agrees to offer to any person who has
agreed to purchase Notes as a result of an offer to purchase
solicited by any Agent the right to refuse to purchase and pay
for such Notes if, on the related Settlement Date fixed pursuant
to the Procedures, any of the following events has occurred:
(i) since the respective dates as of which information is given
in the Registration Statement, any material adverse change in the
condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in the earnings,
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business, which materially impairs the
investment quality of the Notes; (ii) any decrease in the ratings
of the Notes by Moody's Investors Service, Inc. or Standard &
Poor's Corporation or either of said organizations shall publicly
announce that it has under consideration or review with negative
implications any of the Company's debt securities; (iii) trading
in any securities of the Company has been suspended by the
Commission or a national securities exchange, or trading
generally on either the New York Stock Exchange or the American
Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required, by either of said
exchanges or by order of the Commission or any other governmental
authority; (iv) a banking moratorium shall have been declared
either by federal or New York state authorities; or (v) any
outbreak or escalation of hostilities or other national or
international calamity or crises, if the effect of any such event
specified in clauses (iii), (iv) or (v) make it impracticable to
proceed with the sale or delivery of the Notes on the terms and
in the manner contemplated in the Prospectus.
9.Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company, its officers and you set
forth in or made pursuant to this Agreement or any Terms Agree-
ment will remain in full force and effect, regardless of any
investigation made by you or on your behalf or the Company or any
of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Notes. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
10.Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to you, will
be mailed, delivered or telecopied and confirmed to you, at the
addresses specified in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telecopied and confirmed to
International Lease Finance Corporation, 1999 Avenue of the
Stars, 39th floor, Los Angeles, California 90067, Attention:
President.
11. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and con-
trolling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
12. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.
<PAGE>
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among you and the
Company.
Very truly yours,
INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ Alan H. Lund
Name: Alan H. Lund
Title: Executive Vice President,
Co-Chief Operating Officer
and Chief Financial Officer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written:
LEHMAN BROTHERS INC.
By: /s/
Name:
Title:
MERRILL LYNCH, PIERCE, FENNER
& SMITH INCORPORATED
By: /s/
Name:
Title:
SALOMON BROTHERS INC
By: /s/
Name:
Title:<PAGE>
MORGAN STANLEY & CO.
INCORPORATED
By: /s/
Name:
Title:
GOLDMAN, SACHS & CO.
/s/
Name:
Title:
<PAGE>
SCHEDULE I
Registration Statement No. 33-62649
Amount of the Notes: $750,000,000
Amount of the Securities: $[ ]
The Company agrees to pay Salomon Brothers Inc,
Lehman Brothers Inc., Morgan Stanley & Co. Incorporated,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated 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%
<PAGE>
Address for Notice to Agents:
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Attention: Medium-Term Note Department
Telecopy number: (212) 783-2274
Lehman Brothers Inc.
3 World Financial Center
9th Floor
New York, New York 10285
Attention: Medium-Term Note Department, Ninth Floor
Telecopy number: (212) 528-1718
Telephone number: (212) 526-2040
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Manager - Continuously Offered Products
Telecopy number: (212) 761-0780
Telephone number: (212) 761-2000
with a copy to:
Morgan Stanley & Co. Incorporated
1585 Broadway
34th Floor
New York, New York 10036
Attention: Peter Cooper, Investment Banking
Information Center
Telecopy number: (212) 761-0260
Telephone number: (212) 761-8385
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
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Securities to be delivered by book-entry transfer.
<PAGE>
SCHEDULE II
INTERNATIONAL LEASE FINANCE CORPORATION
(A California corporation)
Medium-Term Notes, Series
TERMS AGREEMENT
, 199
International Lease Finance Corporation
1999 Avenue of the Stars
39th Floor
Los Angeles, California 90067
Attention: President
Re: Distribution Agreement dated , 199
The undersigned agrees to purchase the following
principal amount of Notes $
Interest Rate:
Date of Maturity:
Redemption Date:
Purchase Price: %
Settlement Date and Time:
Exceptions, if any, to Section 4(k) of the Distribution
Agreement:
[The certificate referred to in Section 4(h) of
the Distribution Agreement, the opinions referred to in
Section 4(i) of the Distribution Agreement and the
accountants' letter referred to in Section 4(j) of the
Distribution Agreement will be required.)
By:
Name:
Title:
Accepted:
International Lease Finance
Corporation
By:
Name:
Title:
<PAGE>
EXHIBIT A
Medium-Term Notes Administrative Procedures
(Attached)
<PAGE>
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(Dated as of October 13, 1995)
Medium-Term Notes, Series H (the "Notes"), in the
aggregate principal amount of up to U.S. $750,000,000 are to be
offered on a continuing basis by International Lease Finance
Corporation (the "Company") through Salomon Brothers Inc,
Lehman Brothers Inc, Morgan Stanley & Co. Incorporated,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Goldman, Sachs & Co., who, as agents (each
an "Agent," and, collectively, the "Agents"), have agreed
to use their best efforts to solicit offers to purchase the
Notes from the Company. The Agents may also purchase Notes
as principal for resale.
The Notes are being sold pursuant to a Distribution
Agreement, dated October 13, 1995 (the "Distribution
Agreement"), by and between the Company and the Agents.
The Notes will be issued pursuant to an Indenture (the
"Indenture"), dated as of November 1, 1991, between the
Company and Bank of America Illinois (formerly Continental
Bank, National Association), as trustee (the "Trustee").
A Registration Statement (the "Registration Statement",
which term shall include any additional registration
statements filed in connection with the Notes as
provided in the introductory paragraph of the Distribution
Agreement) with respect to the Notes has been filed with the
Securities and Exchange Commission (the "Commission"). The most
recent basic Prospectus included in the Registration Statement,
as supplemented with respect to the Notes, is herein referred to as
the "Prospectus Supplement." The most recent supplement to the
Prospectus with respect to the specific terms of the Notes is
herein referred to as the "Pricing Supplement."
The Notes will either be issued (a) in book-entry form
and represented by one or more fully registered Notes (each, a
"Book-Entry Note") delivered to the Trustee, as agent for The
Depository Trust Company ("DTC"), and recorded in the book-entry
system maintained by DTC, or (b) in certificated form delivered
to the purchaser thereof or a person designated by such purchaser.
Owners of beneficial interests in Notes issued in book-entry form
will be entitled to physical delivery of Notes in certificated
form equal in principal amount to their respective beneficial
interests only upon certain limited circumstances described in the
Prospectus.
General procedures relating to the issuance of all
Notes are set forth in Part I hereof. Additionally, Notes issued in
book-entry form will be issued in accordance with the procedures
set forth in Part II hereof and Notes issued in certificated form
will be issued in accordance with the procedures set forth in
Part III hereof. Capitalized terms used herein that are not otherwise
defined shall have the meanings ascribed thereto in the Indenture
or the Notes, as the case may be.
PART I: PROCEDURES OF GENERAL
APPLICABILITY
Date of Issuance/
Authentication: Each Note will be dated as of the date of its
authentication by the Trustee. Each Note
shall also bear an original issue date (the
"Original Issue Date"). The Original Issue
Date shall remain the same for all Notes
subsequently issued upon transfer, exchange or
substitution of an original Note regardless of
their dates of authentication.
Maturities: Each Note will mature on a date selected by
the purchaser and agreed to by the Company
which is not less than nine months
from its Original Issue Date; provided,
however, that Notes bearing interest at
rates determined by reference to
selected indices ("Floating Rate Notes") will
mature on an Interest Payment Date.
Registration: Notes will be issued only in fully registered
form.
Calculation of
Interest: In the case of Notes bearing interest at fixed
rates ("Fixed Rate Notes") interest (including
payments for partial periods) will be
calculated and paid on the basis of a 360-day
year of twelve 30-day months. In the case of
Floating Rate Notes, interest will be
calculated and paid on the basis of the actual
number of days in the interest period divided
by 360 for CD Rate, Commercial Paper Rate,
Eleventh District Cost of Funds Rate, Federal
Funds Rate, Prime Rate or LIBOR Notes
and on the basis of the actual number of
days in the interest period divided by the
actual number of days in the year for CMT Rate
or Treasury Rate Notes.
Acceptance and
Rejection of
Offers: The Company shall have the sole right to
accept offers to purchase Notes from the
Company and may reject any such offer in whole
or in part. Each Agent shall communicate to
the Company, orally or in writing, each
reasonable offer to purchase Notes from the
Company received by it. Each Agent shall have
the right, in its discretion reasonably
exercised, without notice to the Company, to
reject any offer to purchase Notes through it
in whole or in part.
Preparation
of Pricing
Supplement: If any offer to purchase a Note is accepted by
the Company, the Company, with the assistance
of the Agent which presented such offer (the
"Presenting Agent"), will prepare a Pricing
Supplement reflecting the terms of such Note
and file such Pricing Supplement relating to
the Notes and the plan of distribution
thereof, if changed (the "Supplemented
Prospectus"), with the Commission in
accordance with Rule 424 under the Securities
Act of 1933, as amended (the "Act"). The
Presenting Agent will cause a stickered
Supplemented Prospectus to be delivered to the
purchaser of the Note.
In addition, the Company shall deliver each
completed Pricing Supplement, via next day
mail or telecopy to arrive no later than 11:00
A.M. on the Business Day following the trade
date, to the Presenting Agent at the following
locations:
If to Salomon Brothers Inc:
Salomon Brothers Inc
8800 Hidden River Parkway
Tampa Florida 33637
Attention: Enrique Castro
Telephone: (813) 558-7165
Telecopy: (813) 558-4123
If to Lehman Brothers Inc.:
Lehman Brothers Inc.
C/O ADP
Prospectus Services
536 Broadhollow Road
Melville, New York 11747
Attention: Mike Ward
Telecopy: (516) 249-7942
Telecopy: (516) 254-7106
also for record keeping purposes, please
send a copy to:
Lehman Brothers Inc.
3 World Financial Center
Ninth Floor
New York, New York 10285-0900
Attention: Brunnie Vazquez
Telephone: (212) 526-8400
Telecopy: (212) 528-7035
If to Morgan Stanley & Co. Incorporated:
Morgan Stanley and Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Medium-Term Notes
Trading Desk/
Carlos Cabrera
Telephone: (212) 761-2000
Telecopy: (212) 761-0780
If to Merrill Lynch Co.:
Merrill Lynch & Co.
Tritech Services
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08854
Attn: Final Prospectus Unit/
Nachman Kimerling
Telephone: (908) 878-6525/6526/6527
Telecopy: (908) 878-6530
also, for record keeping purposes, please
send a copy to:
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Merrill Lynch World Headquarters
World Financial Center
North Tower, 10th Floor
New York, NY 10281-1310
Attn: MTN Product Management
Telephone: (212) 449-3780
Telecopy: (212) 449-2234
If to Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street, 27th Floor
New York, New York 10004
Attention: Medium Term Note
Desk/Patti Parisi, Karen Robertson
Telephone: (212) 902-1482
Telecopy: (212) 902-0658
In each instance that a Pricing Supplement is
prepared, the Agents will affix the Pricing
Supplement to Supplemented Prospectuses prior
to their use. Outdated Pricing Supplements,
and the Supplemented Prospectuses to which
they are attached (other than those retained
for files) will be destroyed.
Settlement: The receipt of immediately available funds by
the Company in payment for a Note and the
authentication and delivery of such Note
shall, with respect to such Note, constitute
"settlement." Offers accepted by the Company
will be settled from three to five Business
Days after the Company's acceptance of the
offer, or at a time as the purchaser and the
Company shall agree, pursuant to the timetable
for settlement set forth in Parts II and III
hereof under "Settlement Procedures" with
respect to Book-Entry Notes and Certificated
Notes, respectively. If procedures A and B of
the applicable Settlement Procedures with
respect to a particular offer are not
completed on or before the time set forth
under the applicable "Settlement Procedures
Timetable," such offer shall not be settled
until the Business Day following the
completion of settlement procedures A and B or
such later date as the purchaser and the
Company shall agree.
In the event of a purchase of Notes by any
Agent as principal, appropriate settlement
details will be as agreed between the Agent
and the Company pursuant to the applicable
Terms Agreement.
Procedure for
Changing Rates
or Other
Variable Terms: When a decision has been reached to change the
interest rate or any other variable term on
any Notes being sold by the Company, the
Company will promptly advise the Agents and
the Agents will forthwith suspend solicitation
of offers to purchase such Notes. The Agents
will telephone the Company with recommenda-
tions as to the changed interest rates or
other variable terms. At such time as the
Company advises the Agents of the new interest
rates or other variable terms, the Agents may
resume solicitation of offers to purchase such
Notes. Until such time only "indications of
interest" may be recorded. Immediately after
acceptance by the Company of an offer to
purchase at a new interest rate or new
variable term, the Company, the Presenting
Agent and the Trustee shall follow the
procedures set forth under the applicable
"Settlement Procedures."
Suspension of
Solicitation;
Amendment
or Supplement: The Company may instruct the Agents to suspend
solicitation of purchases at any time. Upon
receipt of such instructions the Agents will
forthwith suspend solicitation of offers to
purchase from the Company until such time as
the Company has advised them that solicitation
of offers to purchase may be resumed. If the
Company decides to amend the Registration
Statement (including incorporating any
documents by reference therein) or supplement
any of such documents (other than to change
rates or other variable terms), it will
promptly advise the Agents and will furnish
the Agents and their counsel with copies of
the proposed amendment (including any document
proposed to be incorporated by reference
therein) or supplement. One copy of such
filed document, along with a copy of the cover
letter sent to the Commission, will be
delivered or mailed to the Agents at the
following respective addresses:
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Attention: Medium-Term Note
Department
Lehman Brothers Inc.
3 World Financial Center
12th Floor
New York, New York 10285-0900
Attention: Medium-Term Note
Department
Ninth Floor
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Manager-Continuously
Offered Products
Merrill Lynch & Co.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
World Financial Center
North Tower
250 Vesey Street
New York, New York 10281
Attention: MTN Product Management
Goldman, Sachs & Co.
85 Broad Street, 27th Floor
New York, New York 10004
Attention: Medium Term Note
Desk/Patti Parisi,
Karen Robertson
In the event that at the time the solicitation
of offers to purchase from the Company is
suspended (other than to change interest rates
or other variable terms) there shall be any
orders outstanding which have not been
settled, the Company will promptly advise the
Agents and the Trustee whether such orders may
be settled and whether copies of the
Prospectus as theretofore amended and/or
supplemented as in effect at the time of the
suspension may be delivered in connection with
the settlement of such orders. The Company
will have the sole responsibility for such
decision and for any arrangements which may be
made in the event that the Company determines
that such orders may not be settled or that
copies of such Prospectus may not be so
delivered.
Delivery of
Prospectus: A copy of the most recent Prospectus,
Prospectus Supplement and Pricing Supplement
must accompany or precede the earlier of (a)
the written confirmation of a sale sent to a
customer or his agent and (b) the delivery of
Notes to a customer or his agent.
Authenticity of
Signatures: The Agents will have no obligations or
liability to the Company or the Trustee in
respect of the authenticity of the signature
of any officer, employee or agent of the
Company or the Trustee on any Note.
Documents
Incorporated
by Reference: The Company shall supply the Agents with an
adequate supply of all documents incorporated
by reference in the Registration Statement.
Business Day: "Business Day" means any day that is not a
Saturday or Sunday, and that, in The City of
New York (and with respect to LIBOR Notes, the
City of London), is not a day on which banking
institutions are generally obligated or
authorized by law to close.
PART II: PROCEDURES FOR NOTES ISSUED
IN BOOK-ENTRY FORM
In connection with the qualification of Notes issued in book-
entry form for eligibility in the book-entry system maintained by
DTC, the Trustee will perform the custodial, document control and
administrative functions described below, in accordance with its
respective obligations under a Letter of Representation from the
Company and the Trustee to DTC (the "Certificate Agreement"), and
its obligations as a participant in DTC, including DTC's Same-Day
Funds Settlement System ("SDFS").
Issuance: All Fixed Rate Notes issued in book-entry form
having the same Original Issue Date, interest
rate and Stated Maturity (collectively, the
"Fixed Rate Terms") will be represented
initially by a single global security in fully
registered form without coupons (each, a
"Book-Entry Note"); and all Floating Rate
Notes issued in book-entry form having the
same Original Issue Date, base rate upon which
interest may be determined (each, a "Base
Rate"), which may be the Commercial Paper
Rate, the Treasury Rate, LIBOR, the CD
Rate, the CMT Rate, the Eleventh District
Cost of Funds Rate, the Federal Funds Rate,
the Prime Rate, any other rate set forth
by the Company, Initial Interest Rate,
Index Maturity, Spread or Spread Multiplier,
if any, the minimum interest rate, if any,
the maximum interest rate, if any, and
the Stated Maturity (collectively,
"Floating Rate Terms") will be represented
initially by a single Book-Entry
Note.
Each Book-Entry Note will be dated and issued
as of the date of its authentication by the
Trustee. Each Book-Entry Note will bear an
Interest Accrual Date, which will be (a) with
respect to an original Book-Entry Note (or any
portion thereof), its Original Issue Date and
(b) with respect to any Book-Entry Note (or
portion thereof) issued subsequently upon
exchange of a Book-Entry Note or in lieu of a
destroyed, lost or stolen Book-Entry Note, the
most recent Interest Payment Date to which
interest has been paid or duly provided for on
the predecessor Book-Entry Note or Notes (or
if no such payment or provision has been made,
the original Issue Date of the predecessor
Book-Entry Note or Notes), regardless of the
date of authentication of such subsequently
issued Book-Entry Note. No Book-Entry Note
shall represent any Note issued in
certificated form.
Identification: The Company has arranged with the CUSIP
Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for
the reservation of approximately 900 CUSIP
numbers which have been reserved for and
relating to Book-Entry Notes and the Company
has delivered to the Trustee and DTC such list
of such CUSIP numbers. The Company will
assign CUSIP numbers to Book-Entry Notes as
described below under Settlement Procedure B.
DTC will notify the CUSIP Service Bureau
periodically of the CUSIP numbers that the
Company has assigned to Book-Entry Notes. The
Trustee will notify the Company at any time
when fewer than 100 of the reserved CUSIP
numbers remain unassigned to Book-Entry Notes,
and, if it deems necessary, the Company will
reserve additional CUSIP numbers for
assignment to Book-Entry Notes. Upon
obtaining such additional CUSIP numbers, the
Company will deliver a list of such additional
numbers to the Trustee and DTC. Book-Entry
Notes having an aggregate principal amount in
excess of $150,000,000 and otherwise required
to be represented by the same Global
Certificate will instead be represented by two
or more Global Certificates which shall all be
assigned the same CUSIP number.
Registration: Each Book-Entry Note will be registered in the
name of Cede & Co., as nominee for DTC, on the
register maintained by the Trustee under the
Indenture. The beneficial owner of a Note
issued in book-entry form (i.e., an owner of a
beneficial interest in a Book-Entry Note) (or
one or more indirect participants in DTC
designated by such owner) will designate one
or more participants in DTC (with respect to
such Note issued in book-entry form, the
"Participants") to act as agent for such
beneficial owner in connection with the book-
entry system maintained by DTC, and DTC will
record in book-entry form, in accordance with
instructions provided by such Participants, a
credit balance with respect to such Note
issued in book-entry form in the account of
such Participants. The ownership interest of
such beneficial owner in such Note issued in
book-entry form will be recorded through the
records of such Participants or through the
separate records of such Participants and one
or more indirect participants in DTC.
Transfers: Transfers of a Book-Entry Note will be
accomplished by book entries made by DTC and,
in turn, by Participants (and in certain
cases, one or more indirect participants in
DTC) acting on behalf of beneficial
transferors and transferees of such Book-Entry
Note.
Exchanges: The Trustee may deliver to DTC and the CUSIP
Service Bureau at any time a written notice
specifying (a) the CUSIP numbers of two or
more Book-Entry Notes Outstanding on such date
that represent Book-Entry Notes having the
same Fixed Rate Terms or Floating Rate Terms,
as the case may be, (other than Original Issue
Dates) and for which interest has been paid to
the same date; (b) a date, occurring at least
30 days after such written notice is delivered
and at least 30 days before the next Interest
Payment Date for the related Notes issued in
book-entry form, on which such Book-Entry
Notes shall be exchanged for a single
replacement Book-Entry Note; and (c) a new
CUSIP number, obtained from the Company, to be
assigned to such replacement Book-Entry Note.
Upon receipt of such a notice, DTC will send
to its participants (including the Trustee) a
written reorganization notice to the effect
that such exchange will occur on such date.
Prior to the specified exchange date, the
Trustee will deliver to the CUSIP Service
Bureau written notice setting forth such
exchange date and the new CUSIP number and
stating that, as of such exchange date, the
CUSIP numbers of the Book-Entry Notes to be
exchanged will no longer be valid. On the
specified exchange date, the Trustee will
exchange such Book-Entry Notes for a single
Book-Entry Note bearing the new CUSIP number
and the CUSIP numbers of the exchanged Book-
Entry Notes will, in accordance with CUSIP
Service Bureau procedures, be cancelled and
not immediately reassigned. Notwithstanding
the foregoing, if the Book-Entry Notes to be
exchanged exceed $150,000,000 in aggregate
principal amount, one replacement Book-Entry
Note will be authenticated and issued to
represent $150,000,000 of principal amount of
the exchanged Book-Entry Notes and an
additional Book-Entry Note or Notes will be
authenticated and issued to represent any
remaining principal amount of such Book-Entry
Notes (See "Denominations" below).
Denominations: All Notes issued in book-entry form will be
denominated in U.S. dollars. Notes issued in
book-entry form will be issued in
denominations of $1,000 and any larger
denomination which is an integral multiple of
$1,000. Book-Entry Notes will be denominated
in principal amounts not in excess of
$150,000,000. If one or more Notes issued in
book-entry form having an aggregate principal
amount in excess of $150,000,000 would, but
for the preceding sentence, be represented by
a single Book-Entry Note, then one Book-Entry
Note will be issued to represent $150,000,000
principal amount of such Note or Notes issued
in book-entry form and an additional Book-
Entry Note or Notes will be issued to
represent any remaining principal amount of
such Note or Notes issued in book-entry form.
In such a case, each of the Book-Entry Notes
representing such Note or Notes issued in
book-entry form shall be assigned the same
CUSIP number.
Interest: General. Interest on each Note issued in
book-entry form will accrue from the Interest
Accrual Date of the Book-Entry Note
representing such Note. Each payment of
interest on a Note issued in book-entry form
will include interest accrued through and
including the day preceding, as the case may
be, the Interest Payment Date (provided that
in the case of Floating Rate Notes which reset
weekly, interest payments will include
interest accrued to and including the Regular
Record Date immediately preceding the Interest
Payment Date), or the Stated Maturity
(the date on which the principal of a Note
became due and payable as provided in the
Indenture, whether at the Stated Maturity or
by declaration of acceleration, redemption,
repayment or otherwise is referred to herein
as the "Maturity"). Interest payable at Maturity of
a Note issued in book-entry form will be
payable to the Person to whom the principal of
such Note is payable. DTC will arrange for
each pending deposit message described under
Settlement Procedure C below to be transmitted
to Standard & Poor's which will use the
information in the message to include certain
terms of the related Book-Entry Note in the
appropriate daily bond report published by
Standard & Poor's.
Regular Record Dates. Unless otherwise
specified in the applicable Pricing
Supplement, the Regular Record Date with
respect to any Interest Payment Date for a
Fixed Rate Note or a Floating Rate Note
shall be the close of business on the
date 15 calendar days (whether or not a
Business Day) preceding such Interest Payment
Date.
Interest Payment Dates. Interest payments
will be made on each Interest Payment Date
commencing with the first Interest Payment
Date following the Original Issue Date;
provided, however, the first payment of
interest on any Book-Entry Note originally
issued between a Regular Record Date and an
Interest Payment Date will occur on the
Interest Payment Date following the next
Regular Record Date.
If an Interest Payment Date with respect to
any Floating Rate Note issued in book-entry
form would otherwise fall on a day that is not
a Business Day with respect to such Note, such
Interest Payment Date will be the following
day that is a Business Day with respect to
such Note, except that in the case of a LIBOR
Note, if such day falls in the next
calendar month, such Interest Payment Date
will be the preceding day that is a London
Business Day.
Fixed Rate Notes. Unless otherwise specified
in the applicable Pricing Supplement, interest
payments on Fixed Rate Notes issued in book-
entry form will be made semi-annually on April
15 and October 15 of each year and at
Maturity.
Floating Rate Notes. Interest payments on
Floating Rate Notes issued in book-entry form
will be made as specified in the Floating Rate
Note.
Notice of Interest Payments and Regular Record
Dates. On the first Business Day of March,
June, September and December of each year, the
Trustee will deliver to the Company and DTC a
written list of Regular Record Dates and
Interest Payment Dates that will occur during
the six-month period beginning on such first
Business Day with respect to Floating Rate
Notes issued in book-entry form. Promptly
after each Interest Determination Date for
Floating Rate Notes issued in book-entry form,
the Trustee will notify Standard & Poor's of
the interest rates determined on such Interest
Determination Date.
Payments of
Principal and
Interest: Payments of Interest Only. Promptly after
each Regular Record Date, the Trustee will
deliver to the Company and DTC a written
notice specifying by CUSIP number the amount
of interest to be paid on each Book-Entry Note
on the following Interest Payment Date (other
than an Interest Payment Date coinciding with
Maturity) and the total of such amounts. DTC
will confirm the amount payable on each Book-
Entry Note on such Interest Payment Date by
referring to the daily bond reports published
by Standard & Poor's. On such Interest
Payment Date, the Company will pay to the
Trustee, and the Trustee in turn will pay to
DTC, such total amount of interest due (other
than at Maturity), at the times and in the
manner set forth below under "Manner of
Payment".
Payments at Maturity. On or about the first
Business Day of each month, the Trustee will
deliver to the Company and DTC a written list
of principal, interest and premium, if any, to
be paid on each Book-Entry Note maturing
either at Stated Maturity or on a Redemption
Date in the following month. The Trustee, the
Company and DTC will confirm the amounts of
such principal and interest payments with
respect to a Book-Entry Note on or about the
fifth Business Day preceding the Maturity of
such Book-Entry Note. At such Maturity the
Company will pay to the Trustee, and the
Trustee in turn will pay to DTC, the principal
amount of such Note, together with interest
and premium, if any, due at such Maturity, at
the times and in the manner set forth below
under "Manner of Payment". If any Maturity of
a Book-Entry Note is not a Business Day, the
payment due on such day shall be made on the
next succeeding Business Day and no interest
shall accrue on such payment for the period
from and after such Maturity. Promptly after
payment to DTC of the principal, interest and
premium, if any, due at the Maturity of such
Book-Entry Note, the Trustee will cancel such
Book-Entry Note and deliver it to the Company
with an appropriate debit advice. On the
first Business Day of each month, the Trustee
will deliver to the Company a written
statement indicating the total principal
amount of Outstanding Book-Entry Notes as of
the immediately preceding Business Day.
Manner of Payment. The total amount of any
principal, premium, if any, and interest due
on Book-Entry Notes on any Interest Payment
Date or at Maturity shall be paid by the
Company to the Trustee in funds available for
use by the Trustee as of 9:30 a.m., New York
City time, on such date. The Company will
make such payment on such Book-Entry Notes by
instructing the Trustee to withdraw funds from
an account maintained by the Company at the
Trustee. The Company will confirm such
instructions in writing to the Trustee. Prior
to 10:00 a.m., New York City time, on such
date or as soon as possible thereafter, the
Trustee will pay by separate wire transfer
(using Fedwire message entry instructions in a
form previously specified by DTC) to an
account at the Federal Reserve Bank of New
York previously specified by DTC, in funds
available for immediate use by DTC, each
payment of interest, principal and premium, if
any, due on a Book-Entry Note on such date.
Thereafter on such date, DTC will pay, in
accordance with its SDFS operating procedures
then in effect, such amounts in funds
available for immediate use to the respective
Participants in whose names such Notes are
recorded in the book-entry system maintained
by DTC. Neither the Company nor the Trustee
shall have any responsibility or liability for
the payment by DTC of the principal of, or
interest on, the Book-Entry Notes to such
Participants.
Withholding Taxes. The amount of any taxes
required under applicable law to be withheld
from any interest payment on a Note will be
determined and withheld by the Participant,
indirect participant in DTC or other Person
responsible for forwarding payments and
materials directly to the beneficial owner of
such Note.
Settlement
Procedures: Settlement Procedures with regard to each
Note in book-entry form sold by each Agent,
as agent of the Company, will be as follows:
A. The Presenting Agent will advise the
Company by telephone of the following
Settlement Information:
1. Taxpayer identification number of the
purchaser.
2. Principal amount of the Note.
3. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional repayment dates,
if any
Floating Rate Notes:
a) designation (which may be "Regular
Floating Rate Note", "Floating Rate/
Fixed Rate Note", or "Inverse
Floating Rate Note";);
b) interest rate basis or bases;
c) initial interest rate;
d) spread or spread
multiplier, if any;
e) interest rate reset
dates;
f) interest rate reset
period;
g) interest payment dates;
h) interest payment period;
i) index maturity;
j) calculation agent;
k) maximum interest rate, if
any;
l) minimum interest rate, if
any;
m) calculation date;
n) interest determination dates;
o) redemption or optional repayment dates,
if any; and
p) fixed rate (for Floating Rate/Fixed
Rate Notes and Inverse Floating Rate
Notes) and fixed rate commencement
date (for Floating Rate/Fixed Rate
Notes).
4. Price to public of the Note.
5. Trade date.
6. Settlement Date (Original Issue Date).
7. Stated Maturity.
8. Overdue rate (if any).
9. Extension Periods, if any, and
final maturity date.
10. Optional reset dates, if any.
11. Net proceeds to the Company.
12. Agent's commission.
B. The Company will assign a CUSIP number to
the Book-Entry Note representing such
Note and then advise the Trustee by
electronic transmission of the above
settlement information received from the
Presenting Agent, such CUSIP number and
the name of the Agent.
C. The Trustee will communicate to DTC and
the Agent through DTC's Participant
Terminal System, a pending deposit
message specifying the following
settlement information:
1. The information set forth in Settlement
Procedure A.
2. Identification numbers of the participant
accounts maintained by DTC on behalf of
the Trustee and the Agent.
3. Identification as a Fixed Rate
Book-Entry Note or Floating Rate
Book-Entry Note.
4. Initial Interest Payment Date for such
Note, number of days by which such date
succeeds the related record date for DTC
purposes (or, in the case of Floating
Rate Notes which reset daily or weekly,
the date five calendar days preceding the
Interest Payment Date) and, if then
calculable, the amount of interest
payable on such Interest Payment Date
(which amount shall have been confirmed
by the Trustee).
5. CUSIP number of the Book-Entry Note
representing such Note.
6. Whether such Book-Entry Note represents
any other Notes issued or to be issued in
book-entry form.
7. The Trustee will advise the Presenting
Agent by telephone of the CUSIP number as
soon as possible.
D. The Company will complete and deliver to
the Trustee a Book-Entry Note
representing such Note in a form that has
been approved by the Company, the Agents
and the Trustee.
E. The Trustee will authenticate the Book-
Entry Note representing such Note.
F. DTC will credit such Note to the
participant account of the Trustee
maintained by DTC.
G. The Trustee will enter an SDFS deliver
order through DTC's Participant Terminal
System instructing DTC (i) to debit such
Note to the Trustee's participant account
and credit such Note to the participant
account of the Presenting Agent
maintained by DTC and (ii) to debit the
settlement account of the Presenting
Agent and credit the settlement account
of the Trustee maintained by DTC, in an
amount equal to the price of such Note
less such Agent's commission. Any entry
of such a deliver order shall be deemed
to constitute a representation and
warranty by the Trustee to DTC that (i)
the Book-Entry Note representing such
Note has been issued and authenticated
and (ii) the Trustee is holding such
Book-Entry Note pursuant to the Medium
Term Note Certificate Agreement between
the Trustee and DTC.
H. The Presenting Agent will enter an SDFS
deliver order through DTC's Participant
Terminal System instructing DTC (i) to
debit such Note to the Presenting Agent's
participant account and credit such Note
to the participant account of the
Participants maintained by DTC and (ii)
to debit the settlement accounts of such
Participants and credit the settlement
account of the Presenting Agent
maintained by DTC, in an amount equal to
the initial public offering price of such
Note.
I. Transfers of funds in accordance with
SDFS deliver orders described in
Settlement Procedures G and H will be
settled in accordance with SDFS operating
procedures in effect on the Settlement
Date.
J. The Trustee will credit to an account of
the Company maintained at the Trustee
funds available for immediate use in the
amount transferred to the Trustee in
accordance with Settlement Procedure G.
K. The Trustee will send a copy of the Book-
Entry Note by first class mail to the
Company together with a statement setting
forth the principal amount of Notes
Outstanding as of the related Settlement
Date after giving effect to such
transaction and all other offers to
purchase Notes of which the Company has
advised the Trustee but which have not
yet been settled.
L. The Agent will confirm the purchase of
such Note to the purchaser either by
transmitting to the Participant with
respect to such Note a confirmation order
through DTC's Participant Terminal System
or by mailing a written confirmation to
such purchaser.
Settlement Procedures
Timetable: For orders of Notes accepted by the
Company, Settlement Procedures "A"
through "L" set forth above shall be
completed as soon as possible but not
later than the respective times (New York
City time) set forth below:
Settlement
Procedure Time
A-B 11:00 a.m. on the trade date
C 2:00 p.m. on the trade date
D 3:00 p.m. on the Business
Day before Settlement Date
E 9:00 a.m. on Settlement
Date
F 10:00 a.m. on Settlement
Date
G-H No later than 2:00 p.m. on
Settlement Date
I 4:45 p.m. on Settlement
Date
J-L 5:00 p.m. on Settlement
Date
If a sale is to be settled more than one
Business Day after the sale date, Settlement
Procedures A, B and C may, if necessary, be
completed at any time prior to the specified
times on the first Business Day after such
sale date. In connection with a sale which is
to be settled more than one Business Day after
the trade date, if the initial interest rate
for a Floating Rate Note is not known at the
time that Settlement Procedure A is completed,
Settlement Procedures B and C shall be
completed as soon as such rates have been
determined, but no later than 11:00 a.m. and
2:00 p.m., New York City time, respectively,
on the second Business Day before the
Settlement Date. Settlement Procedure I is
subject to extension in accordance with any
extension of Fedwire closing deadlines and in
the other events specified in the SDFS
operating procedures in effect on the
Settlement Date.
If settlement of a Note issued in book-entry
form is rescheduled or cancelled, the Trustee
will deliver to DTC, through DTC's Participant
Terminal system, a cancellation message to
such effect by no later than 2:00 p.m., New
York City time, on the Business Day
immediately preceding the scheduled Settlement
Date.
Failure to Settle: If the Trustee fails to enter an SDFS deliver
order with respect to a Book-Entry Note issued
in book-entry form pursuant to Settlement
Procedure G, the Trustee may deliver to DTC,
through DTC's Participant Terminal System, as
soon as practicable a withdrawal message
instructing DTC to debit such Note to the
participant account of the Trustee maintained
at DTC. DTC will process the withdrawal
message, provided that such participant
account contains a principal amount of the
Book-Entry Note representing such Note that is
at least equal to the principal amount to be
debited. If withdrawal messages are processed
with respect to all the Notes represented by a
Book-Entry Note, the Trustee will mark such
Book-Entry Note "cancelled", make appropriate
entries in its records and send such cancelled
Book-Entry Note to the Company. The CUSIP
number assigned to such Book-Entry Note shall,
in accordance with CUSIP Service Bureau
procedures, be cancelled and not immediately
reassigned. If withdrawal messages are
processed with respect to a portion of the
Notes represented by a Book-Entry Note, the
Trustee will exchange such Book-Entry Note for
two Book-Entry Notes, one of which shall
represent the Book-Entry Notes for which
withdrawal messages are processed and shall be
cancelled immediately after issuance, and the
other of which shall represent the other Notes
previously represented by the surrendered
Book-Entry Note and shall bear the CUSIP
number of the surrendered Book-Entry Note.
If the purchase price for any Book-Entry Note
is not timely paid to the Participants with
respect to such Note by the beneficial
purchaser thereof (or a person, including an
indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in
turn, the related Agent may enter SDFS deliver
orders through DTC's Participant Terminal
System reversing the orders entered pursuant
to Settlement Procedures G and H,
respectively. Thereafter, the Trustee will
deliver the withdrawal message and take the
related actions described in the preceding
paragraph. If such failure shall have
occurred for any reason other than default by
the applicable Agent to perform its
obligations hereunder or under the
Distribution Agreement, the Company will
reimburse such Agent on an equitable basis for
its loss of the use of funds during the period
when the funds were credited to the account of
the Company.
Notwithstanding the foregoing, upon any
failure to settle with respect to a Book-Entry
Note, DTC may take any actions in accordance
with its SDFS operating procedures then in
effect. In the event of a failure to settle
with respect to a Note that was to have been
represented by a Book-Entry Security also
representing other Notes, the Trustee will
provide, accordance with Settlement Procedures
D and E, for the authentication and issuance
of a Book-Entry Note representing such
remaining Notes and will make appropriate
entries in its records.
PART III: PROCEDURES FOR NOTES ISSUED IN
CERTIFICATED FORM
Denominations: The Notes will be issued in denominations of
U.S. $1,000 and integral multiples of U.S.
$1,000 in excess thereof.
Interest: Each Note will bear interest in accordance
with its terms. Interest will begin to accrue
on the Original Issue Date of a Note for the
first interest period and on the most recent
interest payment date to which interest has
been paid for all subsequent interest periods.
Each payment of interest shall include
interest accrued to, but excluding, the date
of such payment. Unless otherwise specified
in the applicable Pricing Supplement, interest
payments in respect of Fixed Rate Notes will
be made semi-annually on April 15 and
October 15 of each year and at Maturity.
However, the first payment of interest on any
Note issued between a Record Date and an
Interest Payment Date will be made on the
Interest Payment Date following the next
succeeding Record Date. Unless otherwise
specified in the applicable Pricing
Supplement, the Record Date for any payment of
interest shall be the close of business 15
calendar days prior to the applicable Interest
Payment Date. Interest at Maturity will be
payable to the person to whom the principal is
payable.
Notwithstanding the above, in the case of
Floating Rate Notes which reset daily or
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 accrued and paid, as the case may be,
through, and including, the record date which
is 15 calendar days immediately preceding such
Interest Payment Date (the "Record Date"),
except that at Maturity the interest payable
will include interest accrued to, but
excluding, the Maturity date. For additional
special provisions relating to Floating Rate
Notes, see the Prospectus Supplement.
Payments of
Principal and
Interest: Upon presentment and delivery of the Note, the
Trustee will pay the principal amount of each
Note at Maturity and the final installment of
interest in immediately available funds. All
interest payments on a Note, other than
interest due at Maturity, will be made by
check drawn on the Trustee and mailed by the
Trustee to the person entitled thereto as
provided in the Note. However, holders of ten
million dollars or more in aggregate principal
amount of Notes (whether having identical or
different terms and provisions) shall be
entitled to receive payments of interest,
other than at Maturity, 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 a holder not later than the regular
Record Date for the related Interest Payment
Date. Any payment of principal or interest
required to be made on an Interest Payment
Date or at Maturity of a Note which is not a
Business Day need not be made on such day, but
may be made on the next succeeding Business
Day with the same force and effect as if made
on the Interest Payment Date or at Maturity,
as the case may be, and no interest shall
accrue for the period from and after such
Interest Payment Date or Maturity.
The Trustee will provide monthly to the
Company a list of the principal and interest
to be paid on Notes maturing in the next
succeeding month. The Trustee will be
responsible for withholding taxes on interest
paid as required by applicable law, but shall
be relieved from any such responsibility if it
acts in good faith and in reliance upon an
opinion of counsel.
Notes presented to the Trustee at Maturity for
payment will be cancelled by the Trustee. All
cancelled Notes held by the Trustee shall be
destroyed, and the Trustee shall furnish to
the Company a certificate with respect to such
destruction.
Settlement
Procedures: Settlement Procedures with regard to each
Note purchased through any Agent, as agent,
shall be as follows:
A. The Presenting Agent will advise the
Company by telephone of the following
Settlement information with regard to
each Note:
1. Exact name in which the Note is to be
registered (the "Registered Owner").
2. Exact address or addresses of the
Registered Owner for delivery, notices
and payments of principal and interest.
3. Taxpayer identification number of the
Registered Owner.
4. Principal amount of the Note.
5. Denomination of the Note.
6. Fixed Rate Notes:
a) interest rate; and
b) redemption or optional repayment
dates, if any
Floating Rate Notes:
a) designation (which may be
"Regular Floating Rate Note",
"Flating Rate/Fixed Rate
Note" or "Inverse Floating
Rate Note;");
b) interest rate basis or bases;
c) initial interest rate;
d) spread or spread multiplier, if any;
e) interest rate reset dates;
f) interest rate reset period;
g) interest payment dates;
h) interest payment period;
i) index maturity;
j) calculation agent;
k) maximum interest; rate, if any;
l) minimum interest rate, if any;
m) calculation date;
n) interest determination date;
o) redemption or optional repayment
dates, if any; and
p) fixed rate (for Floating Rate/Fixed
Rate Notes and Inverse Floating
Rate Notes) and fixed rate
commencement date (for Floating
Rate/Fixed Rate Notes).
7. Price to public of the Note.
8. Settlement date (Original Issue Date).
9. Stated Maturity.
10. Overdue rate (if any).
11. Extension periods, if any, and
final maturity date.
12. Optional reset dates, if any.
13. Net proceeds to the Company.
14. Agent's Commission.
B. The Company shall provide to the Trustee
the above Settlement information received
from the Agent and shall cause the
Trustee to issue, authenticate and
deliver Notes. The Company also shall
provide to the Trustee and/or Agent a
copy of the applicable Pricing
Supplement.
C. The Trustee will complete the preprinted
4-ply Note packet containing the
following documents in forms approved by
the Company, the Presenting Agent and the
Trustee:
1. Note with Agent's customer
confirmation.
2. Stub 1 - for Trustee.
3. Stub 2 - for Agent.
4. Stub 3 - for the Company.
D. With respect to each trade, the
Trustee will deliver the Notes and
Stub 2 thereof to the Presenting
Agent at the following applicable
address:
If to Salomon Brothers Inc:
Bank of New York
Dealer Clearance Department
1 Wall Street, 4th Floor
New York, New York 10005
Attention: For the Account of
Salomon Brothers Inc
If to Lehman Brothers Inc.:
Chemical Bank
4 New York Plaza
Ground Floor
Receive Window
FAO Lehman Brothers
New York, New York
Attention: Jennifer Jones
Telephone: (212) 623-5953
If to Morgan Stanley & Co. Incorporated:
Bank of New York
Dealer Clearance Department
1 Wall Street
3rd Floor, Window 3B
New York, New York 10005
Attention: For the Account of
Morgan Stanley & Co.
Incorporated
If to Merrill Lynch & Co.:
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
75 Barclay Street
Ground Floor, Window C
New York, New York 10080
Attention: Kevin Brennan
If to Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street, 6th Floor
New York, New York 10004
Attention: Medium Term Note Desk
The Trustee will keep Stub 1. The Presenting Agent will
acknowledge receipt of the Note through a broker's receipt
and will keep Stub 2. Delivery of the Note will be made
only against such acknowledgement of receipt. Upon determination
that the Note has been authorized, delivered and completed as
aforementioned, the Presenting Agent will wire the net proceeds
of the Note after deduction of its applicable commission to the
Company pursuant to standard wire instructions given by the
Company.
E. The Presenting Agent will deliver the Note (with
confirmations), as well as a copy of the Prospectus and any
applicable Prospectus Supplement or Supplements received
from the Trustee to the purchaser against payment in immediately
available funds.
F. The Trustee will send Stub 3 to the Company.
Settlement
Procedures
Timetable: For offers accepted by the Company, Settlement
Procedures "A" through "F" set forth above
shall be completed on or before the respective
times set forth below:
Settlement
Procedure Time
A-B 3:00 PM on Business Day prior to settlement
C-D 2:15 PM on day of settlement
E 3:00 PM on day of settlement
F 5:00 PM on day of settlement
Failure to Settle: In the event that a purchaser of a Note from
the Company shall either fail to accept
delivery of or make payment for a Note on the
date fixed for settlement, the Presenting
Agent will forthwith notify the Trustee and
the Company by telephone, confirmed in
writing, and return the Note to the Trustee.
The Trustee, upon receipt of the Note from the
Agent, will immediately advise the Company and
the Company will promptly arrange to credit
the account of the Presenting Agent in an
amount of immediately available funds equal to
the amount previously paid by such Agent in
settlement for the Note. Such credits will be
made on the settlement date if possible, and
in any event not later than the Business Day
following the settlement date; provided that
the Company has received notice on the same
day. If such failure shall have occurred for
any reason other than failure by such Agent to
perform its obligations hereunder or under the
Distribution Agreement, the Company will
reimburse such Agent on an equitable basis for
its loss of the use of funds during the period
when the funds were credited to the account of
the Company. Immediately upon receipt of the
Note in respect of which the failure occurred,
the Trustee will cancel and destroy the Note,
make appropriate entries in its records to
reflect the fact that the Note was never
issued, and accordingly notify in writing the
Company.
CERTIFICATE OF EXECUTIVE VICE PRESIDENT, CO-CHIEF OPERATING
OFFICER AND CHIEF FINANCIAL OFFICER
AND VICE PRESIDENT, TREASURER AND ASSISTANT SECRETARY
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
Dated: October 13, 1995
The undersigned, ALAN H. LUND and PAMELA S.
HENDRY, do hereby certify that they are the duly appointed
and acting Executive Vice President, Co-Chief Operating
Officer and Chief Financial Officer and Vice President,
Treasurer and Assistant Secretary, respectively, of
INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (the "Company"). Each of the undersigned
also hereby certifies, pursuant to Sections 201, 301 and
303 of the Indenture, dated as of November 1, 1991 (the
"Indenture"), between the Company and Bank of America
Illinois (formerly Continental Bank, National Association),
as Trustee, that:
A. There has been established pursuant to
resolutions duly adopted by the Board of Directors
(a copy of such resolutions being attached hereto as
Exhibit B) and by a Special Committee of the Board of
Directors (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 H" (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 $750,000,000.
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 Street, Chicago, Illinois, and at the
agency of the Trustee maintained for that purpose at
the office of Mellon Securities Trust Co., 120 Broadway,
New York, New York, provided that payment of interest,
other than at Stated Maturity (as defined in the
Indenture) 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 13, 1995 to Prospectus dated October 10,
1995 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 as Paying Agent
(as defined in the Indenture) and Bank of America
Illinois is appointed as 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. Each of the undersigned has read the provisions of
Sections 301 and 303 of the Indenture and the definitions
relating thereto and the resolutions adopted by the Board of
Directors of the Company and delivered herewith. In the
opinion of 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 each 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 forms
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 July 24, 1995 and a copy of resolutions duly
adopted by the Special Committee of the Board of Directors
as of October 13, 1995, pursuant to which the terms of the
Medium-Term Notes set forth above have been established.
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the dated first above written.
/s/ Alan H. Lund
Alan H. Lund
Executive Vice President,
Co-Chief Operating Officer
and Chief Financial Officer
/s/ Pamela S. Hendry
Pamela S. Hendry
Vice President,
Treasurer and
Assistant Secretary
<PAGE>
Exhibit 4.2
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES H
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.
[remainder of page intentionally left blank]
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 H
(FLOATING RATE)
This Security is one of a duly authorized issue of
Medium-Term Notes, Series H 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 to
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 USPRIME 1
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 USPRIME 1 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 USPRIME 1 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 USPRIME 1 Page" means the display
designated as page "USPRIME 1" on the Reuters Monitor Money
Rates Service (or such other page as may replace the USPRIME 1
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 or Stated Maturity, as the case may be. 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 H
(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 H
(FIXED RATE)
This Security is one of a duly authorized issue of
Medium-Term Notes, Series H 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.
<PAGE>
October
13th
1 9 9 5
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Up to $750,000,000 Aggregate Principal
Amount of Medium-Term Notes, Series H 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. 33-62649)
(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 Notes are executed and authenticated in accordance with
the Indenture and upon payment for and delivery of the Notes
in accordance with the terms of the Distribution Agreement
dated October 13, 1995 among the Company and Salomon Brothers
Inc, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated 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 incorporation by reference of this
opinion in the Company's Current Report on Form 8-K, event date
October 13, 1995 and to its incorporation by reference into the
Registration Statement.
Respectfully submitted,
O'Melveny & Myers
