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): November 12, 1998
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, CA 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 Letter Agreement, dated November 12, 1998,
amending the Distribution Agreement dated March 10, 1998,
as amended, by and among the Registrant and Morgan
Stanley & Co. Incorporated, Salomon Smith Barney Inc.
(formerly Salomon Brothers Inc.), Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBank Montgomery Securities LLC (formerly
BancAmerica Robertson Stephens), Chase Securities Inc.,
Lehman Brothers Inc. and Goldman, Sachs & Co. relating
to the Registrant's Medium-Term Notes, Series J (the "Notes").
4.1 Officers' Certificate (without exhibits), dated
November 12, 1998, 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).
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
By: /s/ Alan H. Lund
---------------------------------
Alan H. Lund
Executive Vice President,
Co-Chief Operating Officer and
Chief Financial Officer
DATED: November 12, 1998
<PAGE>
November 12, 1998
New York, New York
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Salomon Smith Barney Inc.
Seven World Trade Center
New York, New York 10048
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Tower, North Tower
New York, New York 10281-1310
NationsBanc Montgomery Securities LLC
100 North Tryon Street
Charlotte, N.C. 28255
Attention: Dept Financing Group/
Medium-Term Note Dept.
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Lehman Brothers Inc.
3 World Financial Center
Twelfth Floor
200 Vesey Street
New York, New York 10285-0900
Attn: Medium-Term Note Dept.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Ladies & Gentlemen:
International Lease Finance Corporation, a California
corporation (the "Company"), has entered into a Distribution
Agreement, dated March 10, 1998, as amended by a letter agreement
dated September 24, 1998 (the "Distribution Agreement"),
with you with respect to the issuance and sale by the Company of
up to an aggregate principal amount of $1,000,000,000 of Medium-Term
Notes, Series J (the "Notes"), due from nine months to 30 years
from the date of issue. The Company proposes to increase the
aggregate principal amount of the Notes that can be issued to
$1,250,000,000. 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 attached 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 $1,250,000,000 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.
[remainder of page intentionally left blank]
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:
MORGAN STANLEY & CO. INCORPORATED CHASE SECURITIES INC.
By: /s/ Michael Fusco By:/s/ Therese Esperdy
------------------------------ ------------------------------
Name: Name:
Title: Title:
SALOMON SMITH BARNEY INC. LEHMAN BROTHERS INC.
By: /s/ Graeme A. Gilfillan By: /s/ Kyle Miller
------------------------------ ------------------------------
Name: Graeme A. Gilfillan Name: Kyle Miller
Title: Manager Director Title: Senior Vice President
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER &
SMITH INCORPORATED
By: /s/ Richard N. Doyle /s/ Goldman, Sachs & Co.
----------------------------- -------------------------------
Name: Richard N. Doyle Goldman, Sachs & Co.
Title: Authorized Signatory
NATIONSBANC MONTGOMERY SECURITIES LLC
By: /s/ Jennifer W. Arens
-----------------------------
Name: Jennifer W. Arens
Title: Principal
SCHEDULE I
Registration Statement No. 333-45101
Amount of the Notes: $1,250,000,000
Amount of the Securities: $2,000,000,000
The Company agrees to pay Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, NationsBanc
Montgomery Securities LLC, Chase Securities Inc., Lehman
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%
Address for Notice to Agents:
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 Smith Barney Inc.
Seven World Trade Center, 42nd Floor
New York, New York 10048
Attention: Medium-Term Note Department
Telecopy number: (212)783-2274
Telephone number: (212)783-7000
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)449-2234
Telephone number: (212)449-7476
NationsBanc Montgomery Securities LLC
100 North Tryon Street
Charlotte, N.C. 28255
Dept Financing Group/
Medium-Term Note Department
Telecopy number: (704)388-9939
Telephone number: (704)386-7800
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Attention: Medium-Term Note Department
Telecopy number: (212)834-6081
Telephone number: (212)834-4421
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
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.
EXHIBIT A
MEDIUM-TERM NOTE ADMINISTRATIVE PROCEDURES
[ATTACHED]
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(Dated as of November 12, 1998)
Medium-Term Notes, Series J (the "Notes"), in the
aggregate principal amount of up to U.S. $1,250,000,000 are to be
offered on a continuing basis by International Lease Finance
Corporation (the "Company") through Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
NationsBanc Montgomery Securities LLC, Chase Securities Inc.,
Lehman 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 March 10, 1998 (the "Distribution Agreement"),
as amended through November 12, 1998, 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 U.S. Bank 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.
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 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 Smith Barney Inc.
-------------------------------
Salomon Smith Barney Inc.
Attention: Diane Graham
140 58th Street
Brooklyn, New York 11220
Telephone: (718) 921-8475
Telecopy: (718) 921-8472
If to Merrill Lynch & Co.:
-------------------------
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
Tritech Services
44-B Colonial Drive
Piscataway, NJ 08854
Attn: Final Prospectus Unit/
Nachman Kimerling
Telephone: (732)885-2768
Telecopy: (732)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
North Tower, 10th Floor
World Financial Center
New York, NY 10281-1310
Attn: MTN Product Management
Telephone: (212)449-3780
Telecopy: (212)449-2234
If to NationsBanc Montgomery Securities LLC:
-------------------------------------------
NationsBanc Montgomery Securities LLC
100 North Tryon Street
Charlotte, N.C. 28255
Attn: Debt Financing Group/
Medium-Term Note Dept.
Telecopy: (704)388-9939
Telephone: (704)386-7800
If to Chase Securities Inc.
---------------------------
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Attn: Medium-Term Note Desk
Telephone: (212)834-4421
Telecopy: (212)834-6081
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.
Ninth Floor
3 World Financial Center
New York, New York 10285-0900
Attention: Brunnie Vazquez
Telephone: (212)526-8400
Telecopy: (212)528-7035
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:
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
Salomon Smith Barney Inc.
42nd Floor
Seven World Trade Center
New York, New York 10048
Attention: Medium-Term Note Department
NationsBanc Montgomery Securities LLC
100 North Tryon Street
Charlotte, North Carolina 28255
Attention: Dept. Financing Group/
Medium Term Note Dept.
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Attention: Medium-Term Note Desk
Lehman Brothers Inc.
12th Floor
3 World Financial Center
New York, New York 10285-0900
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 The Agents will have no obligations or
Signatures: 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 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 rate payment period
i) index maturity;
j) calculation agent;
k) interest payment dates; 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 For orders of Notes accepted by the
Timetable: 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,"
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 Morgan Stanley & Co. Incorporated:
----------------------------------------
Bank of New York
Dealer Clearance Department
3rd Floor, Window 3B
1 Wall Street
New York, New York 10005
Attention: For the Account of
Morgan Stanley & Co.
Incorporated
If to Salomon Smith Barney Inc.
-------------------------------
Bank of New York
Dealer Clearance Department
1 Wall Street, 4th Floor
New York, New York 10005
Attention: For the Account of
Salomon Smith Barney Inc.
If to Merrill Lynch & Co.:
--------------------------
Merrill Lynch & Co.
Money Markets Clearance
Concourse Level, N.S.C.C. Window
55 Water Street - South Building
New York, New York 10041
Attention: Al Mitchell
Telephone: (212) 855-2403
If to NationsBanc Montgomery Securities LLC:
--------------------------------------------
c/o The Bank of New York
1 Wall Street, 3rd Floor, Window B
New York, New York 10286
Attention: Joe Cangelus
Account #: 076854/NationsBanc Montgomery
Securities LLC
If to Chase Securities Inc.:
----------------------------
55 Water Street, Room 226
New York, New York 10041
Attention: Window 17 or 18
If to Lehman Brothers Inc.:
---------------------------
Chase Manhattan Bank
Ground Floor, Receive Window
4 New York Plaza
FAO Lehman Brothers
New York, New York
Attention: Verna Covington
Telephone: (212) 623-5953
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 For offers accepted by the Company,
Timetable: 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>
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: November 12, 1998
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 U.S. Bank 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 (copies of such
resolutions being attached hereto as Exhibits C and D) 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 J" (the "Medium-Term
Notes").
2. The limit upon the aggregate principal amount of
the Medium-Term Notes which may be authenticated and
delivered under the Indenture (except for Medium-Term
Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of other
Medium-Term Notes pursuant to Sections 304, 305, 306,
906 or 1107 of the Indenture) is $1,250,000,000.
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 U.S. Bank Trust National Association,
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 March 10, 1998 to the
Prospectus dated March 10, 1998 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 U.S. Bank 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, C and D 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 21, 1998 and a copy of resolutions duly adopted by the
Special Committee of the Board of Directors as of March 10, 1998,
and September 24, 1998 and November 12, 1998, pursuant to which
the terms of the Medium-Term Notes set forth above have been
established.
G. This certificate supersedes in its entirety the
Officers' Certificate, dated September 24, 1998, with respect to the
Notes previously delivered to you.
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 Hendry
-----------------------------------
Pamela S. Hendry
Vice President, Treasurer and
Assistant Secretary
<PAGE>
November 12, 1998
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Increase to $1,250,000,000 in Aggregate
Principal Amount of Medium-Term Notes,
Series J 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. 333-45101) (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 March 10, 1998, as amended through
November 12, 1998, among the Company and Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc. (formerly Salomon Brothers
Inc.), Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, NationsBanc Montgomery Securities LLC (formerly
BancAmerica Robertson Stephens), Chase Securities Inc., Lehman
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
November 12, 1998.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
<PAGE>
