<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): July 29, 1997
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.
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<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Letter Agreement, dated July 29, 1997,
amending the Distribution Agreement dated
February 24, 1997, as amended, by and among
the Registrant and Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Lehman Brothers Inc., Morgan
Stanley & Co. Incorporated, Salomon Brothers
Inc and Goldman, Sachs & Co. relating to the
Registrant's Medium-Term Notes, Series I
(the "Notes").
4.1 Officers' Certificate (without exhibits), dated
July 29, 1997, establishing the terms of the
Notes.
5.1 Opinion of O'Melveny & Myers LLP regarding the
legality of the Notes.
23.1 Consent of O'Melveny & Myers LLP (included in
Exhibit 5.1 hereto).
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<PAGE>
Pursuant to the requirements of the Securities Exchange Act
of 1934, the 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: July 29, 1997
<PAGE>
<PAGE>
July 29, 1997
New York, New York
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1301
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
200 Vesey Street
New York, New York 10285
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Dear Sirs:
International Lease Finance Corporation, a California
corporation (the "Company"), has entered into a Distribution
Agreement, dated February 24, 1997, as amended by a letter
agreement dated May 21, 1997 (the "Distribution Agreement"),
with you with respect to the issuance and sale by the Company of
up to an aggregate principal amount of $750,000,000 of Medium-
Term Notes, Series I (the "Notes"), due from nine months to 30
years from the date of issue. The Company proposes to increase
the aggregate principal amount of the Notes that can be issued to
$990,000,000. The Company desires to amend the Distribution
Agreement to provide that it shall apply to the additional
aggregate principal amount of the Notes to be issued.
Accordingly, this will confirm the Company's agreement
with you that Schedule I to the Distribution Agreement is hereby
amended and restated as provided in Schedule I attached hereto
and that Exhibit A to the Distribution Agreement is hereby
amended and restated as provided in Exhibit A attached hereto.
All references to the Notes in the Distribution Agreement shall
hereinafter refer to the $990,000,000 aggregate principal amount
of the Notes.
Except as provided in the preceding paragraph, the
terms and conditions of the Distribution Agreement shall remain
in full force and effect.
If the foregoing is in accordance with your
understanding of our agreement, please sign and return to us the
enclosed duplicate hereof, whereupon this letter and your
acceptance shall represent a binding agreement among you and the
Company.
Very truly yours,
INTERNATIONAL LEASE FINANCE
CORPORATION
By:__/s/ Pamela S. Hendry__
Name: Pamela S. Hendry
Title: Vice President and
Treasurer
The foregoing Agreement is
hereby confirmed and accepted
as of the date first above
written:
MERRILL LYNCH, PIERCE, FENNER LEHMAN BROTHERS INC.
& SMITH INCORPORATED
By:_/s/_Richard N. Doyle______ By:__/s/_Bart McDade___
Name: Richard N. Doyle Name: Bart McDade
Title: Authorized Signatory Title: Managing Director
MORGAN STANLEY & CO. SALOMON BROTHERS INC
INCORPORATED
By:_/s/_Harold J. Hendershot III_ By: __/s/_Christine Solomon____
Name: Harold J. Hendershot III Name: Christine Solomon
Title: Vice President Title: Vice President
__/s/ Goldman, Sachs & Co.__
GOLDMAN, SACHS & CO.
<PAGE>
<PAGE>
SCHEDULE I
Registration Statement No. 333-21901
Amount of the Notes: $990,000,000
Amount of the Securities: $2,090,000,000
The Company agrees to pay Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc.,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc and
Goldman, Sachs & Co. (individually, an "Agent") a commission
equal to the following percentage of the principal amount of each
Note sold by such Agent:
Term Commission Rate
From 9 months to less than one year .125%
From one year to less than 18 months .150%
From 18 months to less than 2 years .200%
From 2 years to less than 3 years .250%
From 3 years to less than 4 years .350%
From 4 years to less than 5 years .450%
From 5 years to less than 6 years .500%
From 6 years to less than 7 years .550%
From 7 years to less than 10 years .600%
From 10 years to less than 15 years .625%
From 15 years to less than 20 years .700%
From 20 years to 30 years .750%
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<PAGE>
Address for Notice to Agents:
Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Center
North Tower, 10th Floor
New York, New York 10281-1310
Attention: MTN Product Management
Telecopy number: (212) 449-7476
Telephone number: (212) 449-1000
Lehman Brothers Inc.
3 World Financial Center, 9th Floor
200 Vesey Street
New York, New York 10285
Attention: Medium-Term Note Department
Telecopy number: (212) 528-8233
Telephone number: (212) 526-7000
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
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Attention: Medium-Term Note Department
Telecopy number: (212) 783-2274
Telephone number: (212) 783-7000
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Medium-Term Note Desk
Telecopy number: (212) 902-3000
Telephone number: (212) 902-1000
Securities to be delivered by book-entry transfer.
<PAGE>
<PAGE>
EXHIBIT A
MEDIUM-TERM NOTE ADMINISTRATIVE PROCEDURES
[ATTACHED]
<PAGE>
<PAGE>
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(DATED AS OF JULY 29, 1997)
Medium-Term Notes, Series I (the "Notes"), in the
aggregate principal amount of up to U.S. $990,000,000 are to be
offered on a continuing basis by International Lease Finance
Corporation (the "Company") through Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc.,
Morgan Stanley & Co. Incorporated, Salomon Brothers Inc 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 February 24, 1997 (the "Distribution Agreement"),
as amended through July 29, 1997, 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
First Trust National Association (successor to 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.
<PAGE>
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 Merrill Lynch Co.:
Merrill Lynch & Co.
Tritech Services
40 Colonial Drive
Piscataway, NJ 08854
Attn: Final Prospectus Unit/
Nachman Kimerling
Telephone: (908) 885-2768
Telecopy: (908) 885-2774/2775/2776
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 Lehman Brothers Inc.:
Lehman Brothers Inc.
c/o ADP
Prospectus Services
536 Broadhollow Road
Melville, New York 11747
Attn: Mike Ward
Telecopy: (516) 249-7942
Telephone: (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 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 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 recommendations 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:
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
Lehman Brothers Inc.
3 World Financial Center
12th Floor
New York, New York 10285-0900
Attention: Medium-Term Note
Department
Morgan Stanley & Co. Incorporated
1585 Broadway
2nd Floor
New York, New York 10036
Attention: Manager -
Continuously Offered
Products
Salomon Brothers Inc
Seven World Trade Center
31st Floor
New York, New York 10048
Attention: Medium-Term Note
Department
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.
<PAGE>
<PAGE>
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 daily
or 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 becomes 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.
<PAGE>
<PAGE>
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," "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 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 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 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 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 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.
<PAGE>
<PAGE>
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: July 29, 1997
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 First Trust National
Association (successor to Continental Bank, National
Association), as Trustee, that:
A. There has been established pursuant to resolutions
duly adopted by the Board of Directors of the Company (a copy of
such resolutions being attached hereto as 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 I" (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 $990,000,000.
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 Kurt Schwarz (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, 180 East Fifth
Street, St. Paul, Minnesota 55101, and at the agency of the
Trustee maintained for that purpose at the office of First
Trust of New York, N.A., 100 Wall Street, 20th Floor, New
York, New York 10005, 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 July 29, 1997 to the
Prospectus dated March 25, 1997 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 First Trust National Association
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 Assistant Secretary, by execution
of this Certificate, thereby certifies the actions taken by the
Special Committee of the Board of Directors of the Company in
determining and setting the specific terms of the 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 January 27, 1997 and a
copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of February 24, 1997, May 21, 1997 and
July 29, 1997, pursuant to which the terms of the Medium-Term
Notes set forth above have been established.
[remainder of page intentionally left blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the date 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>
<PAGE>
July
29th
1 9 9 7
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Up to $990,000,000 Aggregate Principal
Amount of Medium-Term Notes, Series I 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. 333-21901) (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
First Trust National Association (successor to Continental Bank,
National Association), as Trustee.
On the basis of our consideration of such questions of
law as we have deemed relevant in the circumstances, we are of the
opinion, subject to the assumptions and limitations set forth
herein, that the Notes have been duly authorized by all necessary
corporate action on the part of the Company and when the final
terms of a particular Note and of its issuance and sale have been duly
established in conformity with the Indenture, and when such Note
has been duly executed, authenticated and issued in accordance with
the provisions of the Indenture and upon payment for and delivery of
the Notes in accordance with the terms of the Distribution Agreement,
dated February 24, 1997, as amended through July 29, 1997, among the
Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Lehman Brothers Inc., Morgan Stanley & Co. Incorporated,
Salomon Brothers Inc and Goldman, Sachs & Co., will be legally valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors'
rights generally (including, without limitation, fraudulent conveyance
laws), 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
July 29, 1997.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
<PAGE>
