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): March 19, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
California 0-11350 22-3059110
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1999 Avenue of the Stars, 39th Floor, Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (310) 788-1999
(Former name or former address, if changed since last report.)
Not applicable.
Item 7. Financial Statements and Exhibits
(c) Exhibits
1.1 Distribution Agreement, dated March 19, 1999,
between the Registrant and Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon
Smith Barney Inc., Morgan Stanley & Co. Incorporated,
Chase Securities Inc., NationsBanc Montgomery
Securities LLC, Goldman, Sachs & Co. and Lehman
Brothers Inc., relating to the Registrant's Medium-Term
Notes, Series K (the "Notes").
4.1 Officers' Certificate (without exhibits), dated
March 19, 1999, establishing the terms of the Notes.
4.2 Form of Certificate for the Global Floating Rate
Note.
4.3 Form of Certificate for the Global Fixed Rate
Note.
5.1 Opinion of O'Melveny & Myers 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, 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______
Name: Executive Vice President,
Title: Co-Chief Operating
Officer and
Chief Financial Officer
DATED: March 19, 1999
<PAGE>
International Lease Finance Corporation
$750,000,000 Medium-Term Notes, Series K
Due Nine Months or More
From Date of Issue
Distribution Agreement
March 19, 1999
New York, New York
Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner &
Smith Incorporated
World Financial Tower, North Tower
New York, New York 10281-1310
Salomon Smith Barney Inc.
Seven World Trade Center
New York, New York 10048
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
NationsBanc Montgomery Securities LLC
100 North Tryon Street
Charlotte, N.C. 28255
Attention: Debt Financing Group/
Medium-Term Note Dept.
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Lehman Brothers Inc.
3 World Financial Center
Twelfth Floor
200 Vesey Street
New York, New York 10285-0900
Attn: Medium-Term Note Dept.
Ladies & Gentlemen:
International Lease Finance Corporation, a California
corporation (the "Company"), confirms its agreement with each of
you (together with your affiliates, individually, an "Agent" and
collectively, the "Agents") with respect to the issue and sale by
the Company of up to the aggregate principal amount set forth in
Schedule I hereto of its Medium-Term Notes, Series K, Due Nine
Months or More from Date of Issue (the "Notes"). The Notes will
be issued under an indenture (the "Indenture") dated as of
November 1, 1991, between the Company and U.S. Bank Trust
National Association (successor to Continental Bank, National
Association), as trustee (the "Trustee"). The Notes will be
issued in minimum denominations of $1,000 and in denominations
exceeding such amount by integral multiples of $1,000, will be
issued only in fully registered form and will bear interest at
rates to be provided in a supplement to the Prospectus referred
to below.
1. Representations and Warranties. The Company
represents and warrants to you as of the date hereof, as of each
Closing Date and Settlement Date hereinafter referred to, and as
of the times referred to in Section 4(h) hereof, as follows:
(a) The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the
"Act") and has filed with the Securities and Exchange
Commission (the "Commission") a registration statement on
such Form (the file number of which is set forth in Schedule
I hereto), which has become effective, for the registration
under the Act of the aggregate principal amount set forth in
Schedule I hereto of debt securities including the Notes
(the "Securities"). Such registration statement, as amended
at the date of this Agreement, meets the requirements set
forth in Rule 415(a)(1)(x) under the Act and complies in all
other material respects with said Rule. In connection with
the sale of Notes the Company proposes to file with the
Commission pursuant to Rule 424 under the Act a supplement
to the form of prospectus included in such registration
statement relating to the Notes and the plan of distribution
thereof and has previously advised you of all further
information (financial and other) with respect to the
Company to be set forth therein. Such registration
statement, including the exhibits thereto, as amended to the
date of this Agreement, is hereinafter called the
"Registration Statement"; such prospectus, as supplemented
pursuant to the previous sentence, is hereinafter called the
"Prospectus". Any reference herein to the Registration
Statement or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 which were filed under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), on or before the date of this Agreement or the date
of the Prospectus, as the case may be; and any reference
herein to the terms "amend", "amendment" or "supplement"
with respect to the Registration Statement or the Prospectus
shall be deemed to refer to and include the filing of any
document under the Exchange Act after the date of this
Agreement or the date of the Prospectus, as the case may be,
deemed to be incorporated therein by reference.
(b) As of the date hereof, when any amendment to
the Registration Statement becomes effective (including the
filing of any document incorporated by reference in the
Registration Statement), when any supplement to the
Prospectus is filed with the Commission and at the date of
delivery by the Company of any Notes sold hereunder (a
"Closing Date"), (i) the Registration Statement, as amended
as of any such time, and the Prospectus as supplemented as
of any such time, and the Indenture will comply in all
material respects with the applicable requirements of the
Act, the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), and the Exchange Act and the respective
rules thereunder and (ii) neither the Registration
Statement, as amended as of any such time, nor the
Prospectus as supplemented as of any such time, will contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in
order to make the statements therein not misleading;
provided, however, that the Company makes no representations
or warranties as to (i) that part of the Registration
Statement which shall constitute the Statement of
Eligibility and Qualification (Form T-1) under the Trust
Indenture Act of the Trustee or (ii) the information
contained in or omitted from the Registration Statement or
Prospectus in reliance upon and in conformity with
information furnished in writing to the Company by or on
behalf of the Agents specifically for use in connection with
the preparation of the Registration Statement and the
Prospectus.
(c) Subsequent to the respective dates as of
which information is given in the Registration Statement and
Prospectus, and except as set forth or contemplated in the
Prospectus, neither the Company nor any of its subsidiaries
has incurred any material liabilities or obligations, direct
or contingent, nor entered into any material transactions
not in the ordinary course of business, and there has not
been any material adverse change in the condition (financial
or otherwise), business, prospects or results of operations
of the Company and its subsidiaries considered as a whole.
(d) The Securities have been duly authorized and,
when issued and delivered pursuant to this Agreement and, if
applicable, the Terms Agreement (as defined in Section 2(b)
hereof) or otherwise, will have been duly executed,
authenticated, issued and delivered and will constitute
valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture, which
will be substantially in the form filed as an exhibit to the
Registration Statement or a document incorporated by
reference therein; the Indenture has been duly authorized
and duly qualified under the Trust Indenture Act and
constitutes a valid and legally binding instrument,
enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and
other laws of general applicability relating to or affecting
creditors' rights and to general equity principles; and the
Securities and the Indenture will conform to the
descriptions thereof in the Prospectus.
(e) The Notes have been rated by a "nationally
recognized statistical rating agency" (as that term is
defined by the Commission for purposes of Rule 436(g)(2)
under the Act), including one or both of Moody's Investor
Services ("Moody's") and Standard & Poor's Ratings Services,
a division of the McGraw Hill Companies ("S&P").
(f) The Company confirms as of the date hereof,
and each acceptance by the Company of an offer to purchase
Notes will be deemed to be an affirmation, that the Company
is in compliance with all provisions of Section 1 of Laws of
Florida, Chapter 92-198, An Act Relating to Disclosure of
Doing Business with Cuba, and the Company further agrees
that if it commences engaging in business with the
government of Cuba or with any person or affiliate located
in Cuba after the date the Registration Statement becomes or
has become effective with the Commission or with the Florida
Department of Banking and Finance (the "Department"),
whichever date is later, or if the information reported in
the Prospectus, if any, concerning the Company's business
with Cuba or with any person or affiliate located in Cuba
changes in any material way, the Company will provide the
Department notice of such business or change, as
appropriate, in a form acceptable to the Department.
2. Appointment of Agents; Purchases as Principals.
(a) Subject to the terms and conditions set forth
herein, the Company hereby authorizes you to act as its
agents to solicit offers for the purchase of all or part of
the Notes, upon the terms set forth in the Prospectus, as
supplemented, during a period beginning on the date hereof
and ending on the date the Company shall specify to you in
writing. The commission to be paid to each Agent in respect
of sales of Notes shall be that percentage specified in
Schedule I hereto of the aggregate principal amount of Notes
sold by the Company in respect of offers to purchase
solicited by each Agent and shall be payable as specified in
the Procedures (as defined in Section 3). Offers for the
purchase of Notes may be solicited by the Agents as agents
for the Company at such time and in such amounts as the
Agents deem advisable. The Company may from time to time
offer Notes for sale otherwise than through the Agents;
provided, however, that so long as this Agreement shall be
in effect, the Company shall not solicit or accept offers to
purchase Notes through any agent at a commission different
from those described in this Agreement for offers to
purchase through the Agents. If any agent, other than an
Agent, is appointed during the term of this Agreement with
respect to the Notes, the Company shall promptly notify the
Agents of such appointment.
(b) Each sale of Notes to you as principal shall
be made in accordance with the terms of this Agreement and a
separate agreement which will provide for the sale of such
Notes to, and the purchase and reoffering thereof by, you.
Each such separate agreement (which may be an oral agreement
confirmed in writing or which may be substantially in the
form of Schedule II hereto and which may take the form of an
exchange of any standard form of written telecommunication
between you and the Company) is herein referred to as a
"Terms Agreement". Your commitment to purchase Notes
pursuant to any Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties of
the Company herein contained and shall be subject to the
terms and conditions herein set forth. Each Terms Agreement
shall specify the principal amount of Notes to be purchased
by you pursuant thereto, the price to be paid to the Company
for such Notes, the initial public offering price, if any,
at which the Notes are proposed to be reoffered, and the
time and place of delivery of and payment for such Notes
(the "Settlement Date"). Such Terms Agreement shall also
specify any requirements for opinions of counsel, officers'
certificates and letters from independent auditors pursuant
to Section 5 hereof.
3. Offering Procedure. The Agents shall communicate
to the Company, orally or in writing, each offer to purchase
Notes on terms previously communicated by the Company to the
Agents, and the Company shall have the sole right to accept such
offers to purchase Notes and may refuse any proposed purchase of
Notes in whole or in part for any reason. Each of the Agents
shall have the right, in its discretion reasonably exercised, to
reject any proposed purchase of Notes on different terms, as a
whole or in part, and any such rejection shall not be deemed a
breach of its agreement contained herein. The Agents and the
Company agree to perform the respective duties and obligations
specifically provided to be performed by them in the Medium-Term
Notes Administrative Procedures (attached hereto as Exhibit A)
(the "Procedures"), as amended from time to time. The Procedures
may only be amended by written agreement of the Company and the
Agents after notice to, and with the approval of, the Trustee.
4. Agreements. The Company agrees with you that:
(a) Prior to the termination of the offering of
the Notes, the Company will not file any amendment of the
Registration Statement or supplement to the Prospectus
unless the Company has furnished you with copies for your
review prior to filing and will not file any such proposed
amendment or supplement to which you reasonably object.
Subject to the foregoing sentence, the Company will cause
each supplement to the Prospectus to be filed (or
transmitted for filing) with the Commission as required
pursuant to Rule 424. The Company will promptly advise you
(i) when each supplement to the Prospectus shall have been
filed (or transmitted for filing) with the Commission
pursuant to Rule 424, (ii) when any amendment of the
Registration Statement shall have become effective, (iii) of
any request by the Commission for any amendment of the
Registration Statement or amendment of or supplement to the
Prospectus or for any additional information, (iv) of the
issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the
institution or threatening of any proceeding for that
purpose and (v) of the receipt by the Company of any
notification with respect to the suspension of the
qualification of the Notes for sale in any jurisdiction or
the initiation or threatening of any proceeding for such
purpose. The Company will use its best efforts to prevent
the issuance of any such stop order and, if issued, to
obtain as soon as possible the withdrawal thereof.
(b) If, at any time when a prospectus relating to
the Notes is required to be delivered under the Act, any
event occurs as a result of which the Registration
Statement, as then amended, or the Prospectus, as then
supplemented, would include any untrue statement of a
material fact or omit to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or
if it shall be necessary to amend the Registration Statement
or to supplement the Prospectus to comply with the Act or
the Exchange Act or the respective rules thereunder, the
Company promptly will (i) notify the Agents to suspend
solicitation of offers to purchase Notes (and, if so
notified by the Company, the Agents shall forthwith suspend
such solicitation and cease using the Prospectus as then
amended or supplemented), (ii) prepare and file with the
Commission, subject to the first sentence of paragraph (a)
of this Section 4, an amendment or supplement which will
correct such statement or omission or an amendment or
supplement which will effect such compliance and (iii) will
supply any such amended or supplemented Prospectus to the
Agents in such quantities as the Agents may reasonably
request. If such amendment or supplement is satisfactory in
all respects to the Agents, the Agents will, upon the filing
of such amendment or supplement with the Commission and upon
the effectiveness of an amendment to the Registration
Statement if such an amendment is required, resume their
obligation to solicit offers to purchase Notes hereunder.
(c) As soon as practicable, the Company will make
generally available to its security holders and to you an
earnings statement or statements of the Company and its
subsidiaries which will satisfy the provisions of Section
11(a) of the Act and Rule 158 under the Act and, not later
than 45 days after the end of the 12-month period beginning
at the end of each fiscal quarter of the Company (other than
the last fiscal quarter of any fiscal year) during which the
effective date of any post-effective amendment to the
Registration Statement occurs, not later than 90 days after
the end of the fiscal year beginning at the end of each last
fiscal quarter of any fiscal year of the Company during
which the effective date of any post-effective amendment to
the Registration Statement occurs, and not later than 90
days after the end of each fiscal year of the Company during
which any Notes were issued, the Company will make generally
available to its security holders an earnings statement
covering such 12-month period or such fiscal year, as the
case may be, that will satisfy the provisions of such
Section 11(a) and Rule 158.
(d) The Company will furnish to you and your
counsel, without charge, copies of the Registration
Statement (including exhibits thereto) and each amendment
thereto which shall become effective and, so long as
delivery of a prospectus may be required by the Act, as many
copies of any preliminary Prospectus and the Prospectus and
any amendments thereof and supplements thereto as you may
reasonably request.
(e) The Company will arrange for the
qualification of the Notes for sale under the laws of such
jurisdictions as you may reasonably designate, will maintain
such qualifications in effect so long as required for the
distribution of the Notes, and, if requested by the Agents,
will arrange for the determination of the legality of the
Notes for purchase by institutional investors.
(f) The Company shall, whether or not any sale of
the Notes is consummated, (i) pay all expenses incident to
the performance of its obligations under this Agreement,
including the fees and disbursements of its accountants and
counsel, the cost of printing and delivery of the
Registration Statement, any preliminary Prospectus, the
Prospectus, all amendments thereof and supplements thereto,
the Indenture and all other documents relating to the
offering, the cost of preparing, printing, packaging and
delivering the Notes, the fees and disbursements, including
fees of counsel incurred in connection with the
qualification of the Notes for sale and determination of
eligibility for investment of the Notes under the securities
or Blue Sky laws of each such jurisdiction as you may
reasonably designate, the fees and disbursements of the
Trustee and the fees of any agency that rates the Notes, and
(ii) reimburse the Agents on a monthly basis for all
out-of-pocket expenses (including without limitation
advertising expenses) incurred by the Agents and approved by
the Company in advance, in connection with the offering and
the sale of the Notes, and (iii) be responsible for the
reasonable fees of counsel for the Agents incurred in
connection with the offering and sale of the Notes.
(g) Each acceptance by the Company of an offer to
purchase Notes, and each sale of Notes to you pursuant to a
Terms Agreement, will be deemed to be an affirmation that
the representations and warranties of the Company contained
in this Agreement and in any certificate theretofore
delivered to you pursuant hereto are true and correct at and
as of such date and a representation and warranty to you
that neither the Registration Statement nor the Prospectus,
as then amended or supplemented, fails to reflect any facts
or events which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement or the Prospectus, as then amended or
supplemented, and/or includes any untrue statement of a
material fact, or omits to state any material fact necessary
to make the statements therein, in the light of the
circumstances under which they were made, not misleading,
except that the foregoing does not apply to (i) that part of
the Registration Statement which shall constitute the
Statement of Eligibility and Qualification (Form T-1) under
the Trust Indenture Act of the Trustee or (ii) the
information contained in or omitted from the Registration
Statement or the Prospectus or any amendment thereof or
supplement thereto in reliance upon and in conformity with
information furnished in writing to the Company by you or on
your behalf specifically for use in connection with the
preparation of the Registration Statement and the Prospectus
or any amendments thereof or supplements thereto.
(h) Each time that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement providing solely for a change in the
interest rates offered on the Notes), or, if so indicated in
the applicable Terms Agreement, the Company sells Notes to
you pursuant to a Terms Agreement, the Company will deliver
or cause to be delivered forthwith to you a certificate of
the Company signed by the Chairman of the Board or the
President and the principal financial or accounting officer
of the Company, dated the date of the effectiveness of such
amendment or the date of filing of such supplement, in form
reasonably satisfactory to you, to the effect that the
statements contained in the certificate that was last
furnished to you pursuant to either Section 5(e) or this
Section 4(h) are true and correct at the time of the
effectiveness of such amendment or the filing of such
supplement as though made at and as of such time (except
that (i) the last day of the fiscal quarter for which
financial statements of the Company were last filed with the
Commission shall be substituted for the corresponding date
in such certificate and (ii) such statements shall be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement) or, in
lieu of such certificate, a certificate of the same tenor as
the certificate referred to in Section 5(e) but modified to
relate to the last day of the fiscal quarter for which
financial statements of the Company were last filed with the
Commission and to the Registration Statement and the
Prospectus as amended and supplemented to the time of the
effectiveness of such amendment or the filing of such
supplement.
(i) Each time that the Registration Statement or
the Prospectus is amended or supplemented (other than by an
amendment or supplement (i) providing solely for a change in
the interest rates offered on the Notes or (ii) setting
forth or incorporating by reference financial statements or
other information as of and for a fiscal quarter, unless, in
the case of clause (ii) above, in your reasonable judgment,
such financial statements or other information are of such a
nature that an opinion of counsel should be furnished), or,
if so indicated in the applicable Terms Agreement, the
Company sells Notes to you pursuant to a Terms Agreement,
the Company shall furnish or cause to be furnished forthwith
to you a written opinion or opinions of counsel to the
Company satisfactory to you, dated the date of the
effectiveness of such amendment or the date of filing of
such supplement, of the same tenor as the opinions referred
to in Sections 5(b) and 5(c) but modified to relate to the
Registration Statement and the Prospectus as amended and
supplemented to the time of the effectiveness of such
amendment or the filing of such supplement or, in lieu of
such opinions, counsel last furnishing such an opinion to
you may furnish you with a letter to the effect that you may
rely on such last opinion to the same extent as though it
were dated the date of such letter authorizing reliance
(except that statements in such last opinion will be deemed
to relate to the Registration Statement and the Prospectus
as amended and supplemented to the time of the effectiveness
of such amendment or the filing of such supplement).
(j) Each time that the Registration Statement or
the Prospectus is amended or supplemented to set forth
amended or supplemental financial information or such
amended or supplemental information is incorporated by
reference in the Registration Statement or the Prospectus,
or, if so indicated in the applicable Terms Agreement, the
Company sells Notes to you pursuant to a Terms Agreement,
the Company shall cause each of Ernst & Young LLP, its
former independent auditors and PricewaterhouseCoopers LLP,
its current independent auditors, forthwith to furnish you a
letter, dated the date of the effectiveness of such
amendment or the date of filing of such supplement, in form
satisfactory to you, of the same tenor as the letters
referred to in Section 5(f) with such changes as may be
necessary to reflect the amended and supplemental financial
information included or incorporated by reference in the
Registration Statement and the Prospectus, as amended or
supplemented to the date of such letter, provided that if
the Registration Statement or the Prospectus is amended or
supplemented solely to include or incorporate by reference
financial information as of and for a fiscal quarter, Ernst
& Young LLP need not provide such a letter and
PricewaterhouseCoopers LLP may limit the scope of such
letter, which shall be satisfactory in form to you, to the
unaudited financial statements included in such amendment or
supplement, unless any other information included or
incorporated by reference therein of an accounting,
financial or statistical nature is of such a nature that, in
your reasonable judgment, such letter should cover such
other information.
(k) Between the date of any Terms Agreement and
the Settlement Date with respect to such Terms Agreement,
the Company will not, without your prior consent, offer or
sell, or enter into any agreement to sell, any debt
securities of the Company, except as may otherwise be
provided in any such Terms Agreement.
5. Conditions to Obligations. Your obligations as
Agents to solicit offers to purchase the Notes and your
obligations to purchase Notes pursuant to any Terms Agreement or
otherwise shall be subject to the accuracy of the representations
and warranties on the part of the Company contained herein as of
the date hereof, as of the date of the effectiveness of any
amendment to the Registration Statement (including the filing of
any document incorporated by reference therein), as of the date
any supplement to the prospectus is filed with the Commission, as
of each Closing Date and as of each Settlement Date with respect
to any applicable Terms Agreement, to the accuracy of the
statements of the Company made in any certificates pursuant to
the provisions hereof, to the performance by the Company of its
obligations hereunder and to the following additional conditions:
(a) No stop order suspending the effectiveness of
the Registration Statement, as amended from time to time,
shall have been issued and no proceedings for that purpose
shall have been instituted or threatened.
(b) The Company shall have furnished to you the
opinion of corporate counsel for the Company, dated the date
hereof, or of such Settlement Date, if applicable, to the
effect that:
(i) The Company is duly qualified to do
business as a foreign corporation and is in good
standing under the laws of each jurisdiction in which
the ownership or leasing of its property or the conduct
of its business requires it to be so qualified;
provided, however, that the Company may not be so
qualified in certain jurisdictions, the effect of which
would not have a material adverse effect on the
Company.
(ii) To the best knowledge of such
counsel, the only domestic subsidiaries of the Company
are: Interlease Aviation Corporation; ILFC Aircraft
Holding Corporation; Interlease Management Corporation;
Aircraft SPC-1, Inc.; Aircraft SPC-3, Inc.; Aircraft
SPC-4, Inc.; Aircraft SPC-6, Inc.; Aircraft SPC-7,
Inc.; Aircraft SPC-8, Inc.; Aircraft SPC-9, Inc.;
Aircraft SPC-10, Inc.; Aircraft SPC-11, Inc.; Aircraft
SPC-12, Inc.; Aircraft SPC-14, Inc.; Euclid Aircraft;
ILFC Dover, Inc., CABREA, Inc. and ILFC Volare, Inc.,
all wholly owned subsidiaries of Aircraft SPC-3, Inc.;
and Atlantic International Aviation Holdings, Inc., a
wholly owned subsidiary of Interlease Management
Corporation.
(iii) No subsidiary of the Company
nor all of the subsidiaries of the Company taken as a
whole is a "significant subsidiary" as defined in Rule
1-02 of Regulation S-X promulgated under the Exchange
Act.
(iv) To the best knowledge of such
counsel, there is no pending or threatened action, suit
or proceeding before any court or governmental agency,
authority or body or any arbitrator involving the
Company or any of its subsidiaries of a character
required to be disclosed in the Registration Statement
which is not adequately disclosed in the Prospectus.
(c) The Company shall have furnished to you the
opinion of O'Melveny & Myers LLP, special counsel for the
Company, dated the date hereof, or of such Settlement Date,
if applicable, to the effect that:
(i) Each of the Company, Interlease
Management Corporation, Interlease Aviation
Corporation, ILFC Aircraft Holding Corporation,
Atlantic International Aviation Holdings, Inc.,
Aircraft SPC-1, Inc., Aircraft SPC-3, Inc., Aircraft
SPC-4, Inc., Aircraft SPC-6, Inc., Aircraft SPC-7,
Inc., Aircraft SPC-8, Inc., Aircraft SPC-9, Inc.;
Aircraft SPC-10, Inc.; Aircraft SPC-11, Inc.; Aircraft
SPC-12, Inc.; Aircraft SPC-14, Inc.; Euclid Aircraft;
ILFC Dover, Inc., CABREA, Inc. and ILFC Volare, Inc.
has been duly incorporated and is existing and in good
standing under the laws of the jurisdiction in which it
is incorporated.
(ii) The Company has the corporate power
to own its properties and conduct its business as
described in the Prospectus.
(iii) The Indenture has been duly
authorized by all necessary corporate action on the
part of the Company, has been duly executed and
delivered by the Company and is a legally valid and
binding obligation of the Company, enforceable against
the Company in accordance with its terms, except as may
be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or affecting
creditors' rights generally (including, without
limitation, fraudulent conveyance laws), and by general
principles of equity including, without limitation,
concepts of materiality, reasonableness, good faith and
fair dealing and the possible unavailability of
specific performance or injunctive relief, regardless
of whether considered in a proceeding in equity or at
law, and, if applicable, is subject to provisions of
law which may require that a judgment for money damages
rendered by a court in the United States be expressed
in United States dollars.
(iv) The Notes have been duly authorized
by all necessary corporate action on the part of the
Company and when the final terms of a particular Note
and of its issuance and sale have been duly established
in conformity with the Indenture, and when such Note
has been duly executed, authenticated and issued in
accordance with the provisions of the Indenture and
upon payment for and delivery of the Notes in
accordance with the terms of this Agreement, will be
legally valid and binding obligations of the Company,
enforceable against the Company in accordance with
their terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws
relating to or affecting creditors' rights generally
(including, without limitation, fraudulent conveyance
laws), and by general principles of equity including,
without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or
injunctive relief, regardless of whether considered in
a proceeding in equity or at law, and, if applicable,
is subject to provisions of law which may require that
a judgment for money damages rendered by a court in the
United States be expressed in United States dollars.
(v) The Indenture has been duly
qualified under the Trust Indenture Act.
(vi) This Agreement (and if the opinion
is being furnished on a Settlement Date, the applicable
Terms Agreement) has been duly authorized by all
necessary corporate action on the part of the Company
and has been duly executed and delivered by the
Company.
(vii) No consent, authorization,
order or approval of any California, New York or
federal court or governmental agency or body is
required on the part of the Company for the execution
and delivery of this Agreement or for the issuance and
sale of the Notes, except such as have been obtained
under the Act, the Trust Indenture Act and such as may
be required under the Blue Sky or securities laws of
any jurisdiction and such other approvals (specified in
such opinion) as have been obtained.
(viii) Neither the execution and
delivery of the Indenture nor the issuance of the Notes
will conflict with, result in a breach by the Company
of, or constitute a default under, the Articles of
Incorporation or Bylaws of the Company or the terms of
any of the agreements, instruments, contracts, orders,
injunctions or judgments identified to such counsel in
an Officer's Certificate of the Company (a copy of
which will be delivered with the opinion of such
counsel) as agreements, instruments, contracts, orders,
injunctions or judgments binding on the Company which
have provisions relating to the issuance by the Company
of debt securities and the breach of or default under
or a conflict with which would have a material adverse
effect on the Company and its subsidiaries considered
as a whole, except that no opinion need be expressed
regarding the effect, if any, of the issuance of the
Notes upon the Company's compliance with any of the
financial covenants contained in any of said
agreements, instruments, contracts, orders, injunctions
or judgements.
(ix) The Registration Statement has been
declared effective under the Act and, to such counsel's
knowledge, no stop order suspending the effectiveness
of the Registration Statement has been issued or
threatened by the Commission.
(x) The Registration Statement, on the
date it was filed, appeared on its face to comply in
all material respects with the requirements as to form
for registration statements on Form S-3 under the Act
and the rules and regulations of the Commission
thereunder, except that no opinion need be expressed
concerning the financial statements and other financial
and statistical information contained or incorporated
by reference therein.
(xi) Such counsel does not know of any
material contract or other material document of a
character required to be filed as an exhibit to the
Registration Statement which is not filed as required.
(xii) The documents incorporated by
reference into the Prospectus (the "Incorporated
Documents") appear on their face to comply in all
material respects with the requirements as to form for
reports on Form 10-K, Form 10-Q and Form 8-K, as the
case may be, under the Exchange Act, and the rules and
regulations thereunder in effect at the respective
dates of their filing, except that no opinion need be
expressed concerning the financial statements and other
financial information contained or incorporated by
reference therein.
(xiii) The statements in the
Prospectus under the caption "Description of Debt
Securities", and in the Prospectus Supplement under the
caption "Description of Medium-Term Notes, Series K",
insofar as such statements constitute a summary of
provisions of the Indenture or the Notes, fairly
present the information required therein by Form S-3.
(xiv) The purchase and sale of the
Notes in accordance with the terms and provisions of
this Agreement and the consummation of the transactions
contemplated under this Agreement, the Indenture and
the Notes will not violate the provisions of Section 1
of Article XV of the Constitution of the State of
California.
(xv) The Company is not an "investment
company" within the meaning of the Investment Company
Act of 1940, as amended.
Such counsel shall also state that on the basis of
their review of the Registration Statement, the
documents incorporated therein on the effective date of
the Registration Statement, the Prospectus and the
Incorporated Documents, and their participation in
conferences in connection with the preparation of the
Registration Statement and the Prospectus, they do not
believe that the Registration Statement and the
documents incorporated therein on the date the
Registration Statement became effective (or if later,
the date the Company's latest Annual Report on Form
10-K was filed with the Commission), considered as a
whole as of such date, contained any untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and they do not
believe that the Prospectus and the Incorporated
Documents, considered as a whole on the date of the
Final Prospectus and on the date of the opinion,
contain any untrue statement of a material fact or omit
to state a material fact necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading. Such counsel
need not express any opinion or belief as to any
document filed by the Company under the Exchange Act,
whether prior or subsequent to the effective date of
the Registration Statement, except to the extent that
any such document is an Incorporated Document read
together with the Registration Statement or the
Prospectus and considered as a whole and as
specifically stated in clause (xii) above, nor must
such counsel express any opinion or belief as to the
Form T-1 filed by the Trustee in connection with the
Notes or the financial statements and other financial
information included or incorporated by reference in
the Registration Statement, the Prospectus or the
Incorporated Documents.
(d) You shall have received from Morgan, Lewis &
Bockius LLP, your counsel, such opinion or opinions, dated
the date hereof, or of such Settlement Date, if applicable,
with respect to the issuance and sale of the Notes, the
Indenture, the Registration Statement, the Prospectus and
other related matters as you may reasonably require, and the
Company shall have furnished to such counsel such documents
as they request for the purpose of enabling them to pass
upon such matters.
(e) The Company shall have furnished to you a
certificate of the Company, signed by the Chairman of the
Board, the President or a Vice President and the principal
financial or accounting officer of the Company, dated the
date hereof, or of such Settlement Date, if applicable, to
the effect that the signers of such certificate have
carefully examined the Registration Statement, the
Prospectus and this Agreement and that:
(i) the representations and warranties
of the Company in this Agreement are true and correct
in all material respects on and as of the date hereof,
or of such Settlement Date, if applicable, with the
same effect as if made on the date hereof, or of such
Settlement Date, if applicable, and the Company has, in
all material respects, complied with all the agreements
and satisfied all the conditions on its part to be
performed or satisfied as a condition to your
obligation as Agents to solicit offers to purchase the
Notes, or your obligation to purchase Notes pursuant to
any Terms Agreement;
(ii) no stop order suspending the
effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or, to the Company's knowledge, threatened;
and
(iii) since the date of the most
recent financial statements included in the Prospectus,
there has been no material adverse change in the
condition (financial or other), earnings, business or
properties of the Company and its subsidiaries, whether
or not arising from transactions in the ordinary course
of business, except as set forth or contemplated in the
Prospectus.
(f) At the date hereof, or of such Settlement
Date, if applicable, each of Ernst & Young LLP (as to clause
(i) below only) and PricewaterhouseCoopers LLP shall have
furnished to you a letter or letters (which may refer to
letters previously delivered to you), dated as of the date
hereof, or of such Settlement Date, if applicable, in form
and substance satisfactory to you, confirming that they are
independent accountants within the meaning of the Act and
the Exchange Act and the respective applicable published
rules and regulations thereunder and stating in effect that:
(i) in their opinion the audited
financial statements and financial statement schedules
included or incorporated in the Registration Statement
and the Prospectus and reported on by them comply in
form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act
and the related published rules and regulations;
(ii) on the basis of a reading of the
latest unaudited financial statements made available by
the Company and its subsidiaries; carrying out certain
specified procedures (but not any examination in
accordance with generally accepted auditing standards)
which would not necessarily reveal matters of
significance with respect to the comments set forth in
such letter; a reading of the minutes of the meetings
of the shareholders, directors and audit committees of
the Company and the subsidiaries; and inquiries of
certain officials of the Company who have
responsibility for financial and accounting matters of
the Company and its subsidiaries as to transactions and
events subsequent to the date of the most recent
audited financial statements included or incorporated
in the Prospectus, nothing came to their attention
which caused them to believe that:
(1) any unaudited financial
statements included or incorporated in the
Registration Statement and the Prospectus do not
comply in form in all material respects with
applicable accounting requirements and with the
published rules and regulations of the Commission
with respect to financial statements included or
incorporated in quarterly reports on Form 10-Q
under the Exchange Act; and said unaudited
financial statements are not in conformity with
generally accepted accounting principles applied
on a basis substantially consistent with that of
the audited financial statements included or
incorporated in the Registration Statement and the
Prospectus;
(2) with respect to the
period subsequent to the date of the most recent
financial statements (other than any capsule
information), audited or unaudited, in or
incorporated in the Registration Statement and the
Prospectus, there were any changes, at a specified
date not more than five business days prior to the
date of the letter, in the long-term debt of the
Company and its subsidiaries or capital stock of
the Company or decreases in the shareholders'
equity of the Company as compared with the amounts
shown on the most recent consolidated balance
sheet included or incorporated in the Registration
Statement and the Prospectus, or for the period
from the date of the most recent financial
statements included or incorporated in the
Registration Statement and the Prospectus to such
specified date there were any decreases, as
compared with the corresponding period in the
preceding year, in consolidated revenues or in
total amounts of net income of the Company and its
subsidiaries, except in all instances for changes
or decreases set forth in such letter, in which
case the letter shall be accompanied by an
explanation by the Company as to the significance
thereof unless said explanation is not deemed
necessary by the Agents; or
(3) the amounts included in
any unaudited "capsule" information included or
incorporated in the Registration Statement and the
Prospectus do not agree with the amounts set forth
in the unaudited financial statements for the same
periods or were not determined on a basis
substantially consistent with that of the
corresponding amounts in the audited financial
statements included or incorporated in the
Registration Statement and Prospectus;
(iii) they have performed certain
other specified procedures as a result of which they
determined that certain information of an accounting,
financial or statistical nature (which is limited to
accounting, financial or statistical information
derived from the general accounting records of the
Company and its subsidiaries) set forth in the
Registration Statement and the Prospectus and in
Exhibit 12 to the Registration Statement, including the
information included or incorporated in Items 1, 2, 6,
7 and 11 of the Company's Annual Report on Form 10-K,
incorporated in the Registration Statement and the
Prospectus, and the information included in the
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" included or
incorporated in the Company's Quarterly Reports on Form
10-Q, incorporated in the Registration Statement and
the Prospectus, agrees with the accounting records of
the Company and its subsidiaries, excluding any
questions of legal interpretation; and
(iv) if pro forma financial statements
are included or incorporated in the Registration
Statement and the Prospectus, on the basis of a reading
of the unaudited pro forma financial statements,
carrying out certain specified procedures, inquiries of
certain officials of the Company who have
responsibility for financial and accounting matters,
and proving the arithmetic accuracy of the application
of the pro forma adjustments to the historical amounts
in the pro forma financial statements, nothing came to
their attention which caused them to believe that the
pro forma financial statements do not comply in form in
all material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X or that
the pro forma adjustments have not been properly
applied to the historical amounts in the compilation of
such statements.
References to the Registration Statement and the
Prospectus in this paragraph (f) are to such documents
as amended and supplemented at the date of the letter.
(g) Subsequent to the respective dates as of
which information is given in the Registration Statement and
the Prospectus, there shall not have been (i) any change or
decrease specified in the letter referred to in paragraph
(f) of this Section 5 or (ii) any change, or any development
involving a prospective change, in or affecting the business
or properties of the Company and its subsidiaries the effect
of which, in any case referred to in clause (i) or (ii)
above, is, in your judgment, so material and adverse as to
make it impractical or inadvisable to proceed with the
purchase or soliciting of offers to purchase the Notes as
contemplated by the Registration Statement and the
Prospectus.
(h) Prior to the date hereof, the Company shall
have furnished you such further information, certificates
and documents as you may reasonably request.
If any of the conditions specified in this Section 5
shall not have been fulfilled in all material respects when and
as provided in this Agreement, or if any of the opinions and
certificates mentioned above or elsewhere in this Agreement shall
not be in all material respects reasonably satisfactory in form
and substance to you and your counsel, this Agreement and all of
your obligations hereunder may be canceled at any time by you.
Notice of such cancellation shall be given to the Company in
writing or by telephone or telecopy confirmed in writing.
The documents required to be delivered by this Section
5 shall be delivered at the office of O'Melveny & Myers LLP at
400 South Hope Street, Los Angeles, California, on the date
hereof.
6. Reimbursement of Expenses. If any condition to
your obligations set forth in Section 5 hereof is not satisfied,
if any termination pursuant to Section 8 hereof shall occur or in
the case of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any
provision hereof other than by reason of a default by you, the
Company will reimburse you upon demand for all out-of-pocket
expenses (including reasonable fees and disbursements of counsel)
that you shall have incurred in connection with this Agreement.
7. Indemnification and Contribution.
(a) The Company agrees to indemnify and hold
harmless each of you and each person, if any, who controls
each of you within the meaning of Section 15 of the Act as
follows:
(i) against any and all loss,
liability, claim, damage and expense whatsoever arising
out of any untrue statement or alleged untrue statement
of a material fact contained in the Registration
Statement (or any amendment thereto), or the omission
or alleged omission therefrom of a material fact
required to be stated therein or necessary to make the
statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of
material fact contained in the Prospectus (or any
amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary
in order to make the statements therein, in the light
of the circumstances under which they were made, not
misleading, unless such untrue statement or such
alleged untrue statement or omission was made in
reliance upon and in conformity with written
information furnished to the Company by you expressly
for use in the Registration Statement (or any amendment
thereto) or the Prospectus (or any amendment or
supplement thereto);
(ii) against any and all loss,
liability, claim, damage and expense whatsoever to the
extent of the aggregate amount paid in settlement of
any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened,
or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue
statement or omission (except as made in reliance upon
and in conformity with information furnished by you as
aforesaid) if such settlement is effected with the
written consent of the Company; and
(iii) against any and all expense
whatsoever as incurred (including the fees and
disbursements of counsel chosen by you) reasonably
incurred in investigating, preparing or defending
against any litigation, or investigation or proceeding
by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged
untrue statement or omission (except as made in
reliance upon and in conformity with information
furnished by you as aforesaid), to the extent that any
such expense is not paid under (i) or (ii) above.
(b) Each Agent severally agrees to indemnify and
hold harmless the Company, its directors, each of its
officers who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning
of Section 15 of the Act against any and all loss,
liability, claim, damage and expense described in the
indemnity contained in subsection (a) of this Section, but
only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information
furnished to the Company by such Agent expressly for use in
the Registration Statement (or any amendment thereto) or the
Prospectus (or any amendment or supplement thereto).
(c) Each indemnified party shall give prompt
notice to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought
hereunder but failure to so notify an indemnifying party
shall not relieve it from any liability which it may have
otherwise than on account of this indemnity agreement. In
case any such action shall be brought against any
indemnified party, the indemnifying party may participate at
its own expense in the defense of such action. In no event
shall the indemnifying parties be liable for the fees and
expenses of more than one counsel (other than local counsel)
for all indemnified parties in connection with any one
action or separate but similar or related actions in the
same jurisdiction arising out of the same general
allegations or circumstances. The indemnifying party shall
not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified
party to the extent set forth in subsection (a) or (b)
hereof, as applicable, from and against any loss or
liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any
pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and
indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all
liability on claims that are the subject matter of such
proceeding.
(d) If the indemnification provided for in this
Section 7 shall for any reason be unavailable to an
indemnified party under Section 7(a) or 7(b) hereof in
respect of any loss, claim, damage or liability, or any
action in respect thereof, referred to therein, then each
indemnifying party shall, in lieu of indemnifying such
indemnified party, contribute to the amount paid or payable
by such indemnified party as a result of such loss, claim,
damage or liability, or action in respect thereof, (i) in
such proportion as shall be appropriate to reflect the
relative benefits received by the Company, on the one hand,
and the Agent whose claim is subject to contribution, on the
other, from the offering of the Notes or (ii) if the
allocation provided by clause (i) above is not permitted by
applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause
(i) above but also the relative fault of the Company, on the
one hand, and such Agent, on the other, with respect to the
statements or omissions which resulted in such loss, claim,
damage or liability, or action in respect thereof, as well
as any other relevant equitable considerations. The
relative benefits received by the Company, on the one hand,
and the Agents, on the other, with respect to such offering
shall be deemed to be in the same proportion as the total
net proceeds from the offering of the Notes (before
deducting expenses) received by the Company bear to the
total discounts and commissions received by any Agent with
respect to such offering. The relative fault shall be
determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information
supplied by the Company or any Agent, the intent of the
parties and their relative knowledge, access to information
and opportunity to correct or prevent such statement or
omission. The Company and the Agents agree that it would
not be just and equitable if contributions pursuant to this
Section 7(d) were to be determined by pro rata allocation
(even if the Agents were treated as one entity for such
purpose) or by any other method of allocation which does not
take into account the equitable considerations referred to
herein. The amount paid or payable by an indemnified party
as a result of the loss, claim, damage or liability, or
action in respect thereof, referred to above in this Section
7(d) shall be deemed to include, for purposes of this
Section 7(d), any legal or other expenses reasonably
incurred by such indemnified party in connection with
investigating or defending any such action or claim to the
extent not already paid or payable pursuant to another
provision of this Section 7. Notwithstanding the provisions
of this Section 7(d), no Agent shall be required to
contribute any amount in excess of the amount by which the
total price at which the Notes sold through such Agent and
distributed to the public were offered to the public exceeds
the amount of any damages which such Agent has otherwise
paid or become liable to pay by reason of any untrue or
alleged untrue statement or omission or alleged omission.
No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation. The Agents' obligations under
this Section 7(d) to contribute are several in proportion to
the respective principal amounts of Notes purchased by each
such Agent in such offering and not joint.
8. Termination. This Agreement may be terminated for
any reason, at any time by any party hereto, with respect to such
party, upon the giving of 30 days written notice of such
termination to the other parties hereto. You may also terminate
any Terms Agreement, immediately upon notice to the Company, at
any time prior to the Settlement Date if any of the following
shall have occurred: (i) since the respective dates as of which
information is given in the Registration Statement, any material
adverse change in the condition, financial or otherwise, of the
Company and its subsidiaries considered as one enterprise, or in
the earnings, affairs or business prospects of the Company and
its subsidiaries considered as one enterprise, whether or not
arising in the ordinary course of business, except as set forth
or contemplated in the Prospectus, which, in your reasonable
judgement, makes it impracticable to market the Notes or enforce
contracts for the sale of Notes, (ii) trading in any securities
of the Company has been suspended by the Commission or a national
securities exchange, or trading generally on either the New York
Stock Exchange or the American Stock Exchange shall have been
suspended, or minimum or maximum prices for trading shall have
been fixed, or maximum ranges for prices for securities shall
have been required, by either of said exchanges or by order of
the Commission or any other governmental authority, (iii) a
banking moratorium shall have been declared either by Federal or
New York State authorities, (iv) any outbreak or escalation of
hostilities or other national or international calamity or
crisis, if the effect of such outbreak, escalation, calamity or
crisis would, in your reasonable judgment, make the offering or
delivery of the Notes impracticable, or (v) any decrease in the
ratings of any of the Company's debt securities by Moody's or S&P
or either of said organizations shall publicly announce that it
has under consideration or review with negative implications any
of the Company's debt securities. In the event of any such
termination, neither party will have any liability to the other
party hereto, except that (i) the Agents shall be entitled to any
commissions earned in accordance with Section 2(a) hereof, (ii)
if at the time of termination (A) the Agent shall own any of the
Notes acquired pursuant to a Terms Agreement with the intention
of reselling them or (B) an offer to purchase any of the Notes
has been accepted by the Company but the time of delivery to the
purchaser or his agent of the Note or Notes relating thereto has
not occurred, the covenants set forth in Sections 3, 4 and 6
hereof shall remain in effect until such Notes are so resold or
delivered, as the case may be, and (iii) the covenants set forth
in Sections 4(c) and 4(f) hereof, the indemnity agreement set
forth in Section 7 hereof, and the provisions of Sections 9 and
12 hereof shall remain in effect.
The Company also agrees to offer to any person who has
agreed to purchase Notes as a result of an offer to purchase
solicited by any Agent the right to refuse to purchase and pay
for such Notes if, on the related Settlement Date fixed pursuant
to the Procedures, any of the following events has occurred:
(i) since the respective dates as of which information is given
in the Registration Statement, any material adverse change in the
condition, financial or otherwise, of the Company and its
subsidiaries considered as one enterprise, or in the earnings,
affairs or business prospects of the Company and its subsidiaries
considered as one enterprise, whether or not arising in the
ordinary course of business, which materially impairs the
investment quality of the Notes; (ii) any decrease in the ratings
of the Notes by Moody's or S&P or either of said organizations
shall publicly announce that it has under consideration or review
with negative implications any of the Company's debt securities;
(iii) trading in any securities of the Company has been suspended
by the Commission or a national securities exchange, or trading
generally on either the New York Stock Exchange or the American
Stock Exchange shall have been suspended, or minimum or maximum
prices for trading shall have been fixed, or maximum ranges for
prices for securities shall have been required, by either of said
exchanges or by order of the Commission or any other governmental
authority; (iv) a banking moratorium shall have been declared
either by federal or New York state authorities; or (v) any
outbreak or escalation of hostilities or other national or
international calamity or crises, if the effect of any such event
specified in clauses (iii), (iv) or (v) make it impracticable to
proceed with the sale or delivery of the Notes on the terms and
in the manner contemplated in the Prospectus.
9. Representations and Indemnities to Survive. The
respective agreements, representations, warranties, indemnities
and other statements of the Company, its officers and you set
forth in or made pursuant to this Agreement or any Terms
Agreement will remain in full force and effect, regardless of any
investigation made by you or on your behalf or the Company or any
of the officers, directors or controlling persons referred to in
Section 7 hereof, and will survive delivery of and payment for
the Notes. The provisions of Sections 6 and 7 hereof shall
survive the termination or cancellation of this Agreement.
10. Notices. All communications hereunder will be in
writing and effective only on receipt, and, if sent to you, will
be mailed, delivered or telecopied and confirmed to you, at the
addresses specified in Schedule I hereto; or, if sent to the
Company, will be mailed, delivered or telecopied and confirmed to
International Lease Finance Corporation, 1999 Avenue of the
Stars, 39th floor, Los Angeles, California 90067, Attention:
President.
11. Successors. This Agreement will inure to the
benefit of and be binding upon the parties hereto and their
respective successors and the officers and directors and
controlling persons referred to in Section 7 hereof, and no other
person will have any right or obligation hereunder.
12. Applicable Law. This Agreement will be governed
by and construed in accordance with the laws of the State of New
York.
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:
MERRILL LYNCH & CO.,
MERRILL LYNCH, PIERCE, FENNER & NATIONSBANC MONTGOMERY
SMITH INCORPORATED SECURITIES LLC
By: __/s/ Scott G. Primrose__ By:__/s/ Jennifer W. Arens
Name: Scott G. Primrose Name: Jennifer W. Arens
Title: Authorized Signatory Title: Principal
SALOMON SMITH BARNEY INC.
By: __/s/ Christine M. Solomon__ __Goldman, Sachs & Co.__
Name: Christine M. Solomon Goldman, Sachs & Co.
Title: Director
MORGAN STANLEY & CO. INCORPORATED LEHMAN BROTHERS INC.
By: __/s/ Michael Fusco_________ By:__/s/ Kyle Miller____
Name: Michael Fusco Name: Kyle Miller
Title: Title: Senior Vice President
CHASE SECURITIES INC.
By: _/s/ Therese Esperdy_______
Name: Therese Esperdy
Title: Managing Director
<PAGE>
SCHEDULE I
Registration Statement No. 333-74095
Amount of the Notes: $750,000,000
Amount of the Securities: $2,000,000,000
The Company agrees to pay Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
NationsBanc Montgomery Securities LLC, Goldman, Sachs & Co. and
Lehman Brothers Inc. (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:
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
Salomon Smith Barney 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
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
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Attention: Medium-Term Note Department
Telecopy number:
Telephone number:
NationsBanc Montgomery Securities LLC
100 North Tryton Street
Charlotte, North Carolina 28255
Attention: Debt Financing Group/Medium Term Note Dept.
Telecopy number: (704) 388-9939
Telephone number: (704) 386-7800
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
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
Securities to be delivered by book-entry transfer.
<PAGE>
SCHEDULE II
INTERNATIONAL LEASE FINANCE CORPORATION
(a California corporation)
Medium-Term Notes, Series K
TERMS AGREEMENT
________________, 199__
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Attention: President
Re: Distribution Agreement dated March 19, 1999
The undersigned agrees to purchase the following
principal amount of Notes $___________
Interest Rate:
Date of Maturity:
Redemption Date:
Purchase Price: ___%
Settlement Date and Time:
Exceptions, if any, to Section 4(k) of the Distribution
Agreement:
[The certificate referred to in Section 4(h) of the
Distribution Agreement, the opinions referred to in Section 4(i)
of the Distribution Agreement and the accountants' letter
referred to in Section 4(j) of the Distribution Agreement will be
required.]
By: _________________________
Name:
Title:
Accepted:
International Lease Finance
Corporation
By: _________________________
Name:
Title:
<PAGE>
MEDIUM-TERM NOTE ADMINISTRATIVE
PROCEDURES FOR FIXED RATE AND FLOATING RATE NOTES
(Dated as of March 19, 1999)
Medium-Term Notes, Series K (the "Notes"), in the
aggregate principal amount of up to U.S. $750,000,000 are to be
offered on a continuing basis by International Lease Finance
Corporation (the "Company") through Merrill Lynch & Co., Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney
Inc., Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
NationsBanc Montgomery Securities LLC, Goldman, Sachs & Co. and
Lehman Brothers Inc., 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 19, 1999 (the "Distribution Agreement"),
by and between the Company and the Agents. The Notes will be
issued pursuant to an Indenture (the "Indenture"), dated as of
November 1, 1991, between the Company and 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 If any offer to purchase a Note is
Supplement: 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.,
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 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 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 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 NationsBanc Montgomery Securities
LLC:
NationsBanc Montgomery Securities
LLC
100 North Tryon Street
Charlotte, N.C. 28255
Attention: Debt Financing Group/
Medium-Term Note Department
Telecopy number: (704) 388-9939
Telephone number: (704) 386-7800
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
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
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
Salomon Smith Barney Inc.
42nd Floor
Seven World Trade Center
New York, New York 10048
Attention: Medium-Term Note
Department
Morgan Stanley & Co. Incorporated
1585 Broadway, 2nd Floor
New York, New York 10036
Attention: Manager - Continuously
Offered Products
Chase Securities Inc.
270 Park Avenue, 8th Floor
New York, New York 10017
Attention: Medium-Term Note Desk
NationsBanc Montgomery Securities
LLC
100 North Tryon Street
Charlotte, N.C. 28255
Attention: Debt Financing Group/
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
Lehman Brothers Inc.
12th Floor
3 World Financial Center
New York, New York 10285-0900
Attention: Medium-Term Note
Department
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
neither a legal holiday nor a day on
which banking institutions are
authorized or required by law to close.
For Notes the payment of which is to be
made in a currency other than U.S.
dollars or composite currencies (such
currency or composite currency in which
a Note is denominated is the "Specified
Currency"), a Business Day will not be a
day on which banking institutions are
authorized or required by law,
regulation or executive order to close
in the Principal Financial Center (as
defined below) of the country issuing
such Specified Currency (or, in the case
of EUROs), is not a day that the TARGET
System ( as defined below) is not open.
However, with respect to Notes for which
LIBOR is an applicable Interest Rate
Basis, the day must be also be a London
Business Day (as defined below).
"London Business Day" means (i) if the
currency (including composite
currencies) specified in the applicable
Pricing Supplement as the currency (the
"Index Currency") for which LIBOR is
calculated is other than any day on
which dealings in the Index Currency are
transacted in the London interbank
market or (ii) if the Index Currency is
the EURO, is not a day on which payments
in EURO cannot be settled in the TARGET
System. If no currency or composite
currency is specified in the applicable
Pricing Supplement, the Index Currency
shall be U.S. dollars. "Principal
Financial Center" means the capital city
of the country issuing the currency or
composite currency in which any payment
in respect of the Notes is to be made
or, solely with respect to the
calculation of LIBOR, the Index
Currency. "TARGET System" means the
Trans-European Automated Real-time Gross
Settlement Express Transfer System.
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
$200,000,000 (or the equivalent thereof
in one or more foreign or composite
currencies) 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 $200,000,000 (or the
equivalent thereof in one or more
foreign or composite currencies) in
aggregate principal amount, one
replacement Book-Entry Note will be
authenticated and issued to represent
$200,000,000 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 $200,000,000 (or the
equivalent thereof in one or more
foreign or composite currencies). If
one or more Notes issued in book-entry
form having an aggregate principal
amount in excess of $200,000,000 would,
but for the preceding sentence, be
represented by a single Book-Entry Note,
then one Book-Entry Note will be issued
to represent $200,000,000 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
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, can 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 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 & 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 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 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 Chase Securities Inc.:
55 Water Street, Room 226
New York, New York 10041
Attention: Window 17 or 18
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 Goldman, Sachs & Co.:
Goldman, Sachs & Co.
85 Broad Street, 6th Floor
New York, New York 10004
Attention: Medium Term Note Desk
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
The Trustee will keep Stub 1. The
Presenting Agent will acknowledge
receipt of the Note through a broker's
receipt and will keep Stub 2. Delivery
of the Note will be made only against
such acknowledgement of receipt. Upon
determination that the Note has been
authorized, delivered and completed as
aforementioned, the Presenting Agent
will wire the net proceeds of the Note
after deduction of its applicable
commission to the Company pursuant to
standard wire instructions given by the
Company.
E. The Presenting Agent will deliver
the Note (with confirmations), as well
as a copy of the Prospectus and any
applicable Prospectus Supplement or
Supplements received from the Trustee to
the purchaser against payment in
immediately available funds.
F. The Trustee will send Stub 3 to the
Company.
Settlement Procedures
Timetable: For offers accepted by the Company,
Settlement Procedures "A" through "F"
set forth above shall be completed on or
before the respective times set forth
below:
Settlement
Procedure Time
A-B 3:00 PM on Business Day prior
to settlement
C-D 2:15 PM on day of settlement
E 3:00 PM on day of settlement
F 5:00 PM on day of settlement
Failure to Settle: In the event that a purchaser of a Note
from the Company shall either fail to
accept delivery of or make payment for a
Note on the date fixed for settlement,
the Presenting Agent will forthwith
notify the Trustee and the Company by
telephone, confirmed in writing, and
return the Note to the Trustee.
The Trustee, upon receipt of the Note
from the Agent, will immediately advise
the Company and the Company will
promptly arrange to credit the account
of the Presenting Agent in an amount of
immediately available funds equal to the
amount previously paid by such Agent in
settlement for the Note. Such credits
will be made on the settlement date if
possible, and in any event not later
than the Business Day following the
settlement date; provided that the
Company has received notice on the same
day. If such failure shall have
occurred for any reason other than
failure by such Agent to perform its
obligations hereunder or under the
Distribution Agreement, the Company will
reimburse such Agent on an equitable
basis for its loss of the use of funds
during the period when the funds were
credited to the account of the Company.
Immediately upon receipt of the Note in
respect of which the failure occurred,
the Trustee will cancel and destroy the
Note, make appropriate entries in its
records to reflect the fact that the
Note was never issued, and accordingly
notify in writing the Company.
CERTIFICATE OF
EXECUTIVE VICE PRESIDENT,
CO-CHIEF OPERATING OFFICER AND
CHIEF FINANCIAL OFFICER AND
VICE PRESIDENT, TREASURER
AND ASSISTANT SECRETARY
PURSUANT TO SECTIONS 201, 301 AND 303
OF THE INDENTURE
Dated: March 19, 1999
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 (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 K" (the "Medium-Term
Notes").
2. The limit upon the aggregate principal amount of
the Medium-Term Notes which may be authenticated and
delivered under the Indenture (except for Medium-Term
Notes authenticated and delivered upon registration of,
transfer of, or in exchange for, or in lieu of other
Medium-Term Notes pursuant to Sections 304, 305, 306,
906 or 1107 of the Indenture) is $750,000,000.
3. The date on which the principal of each of the
Medium-Term Notes is payable shall be any Business Day
(as defined in the forms of Global Fixed Rate Note and
Global Floating Rate Note attached hereto as Exhibit A
and incorporated herein by reference) nine months or
more from the date of issuance as determined from time
to time by any one of Leslie L. Gonda, Steven F. Udvar-
Hazy, Alan H. Lund, Pamela S. Hendry or 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 19, 1999 to the
Prospectus dated March 19, 1999 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, 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 5, 1999 and a
copy of resolutions duly adopted by the Special Committee of the
Board of Directors as of March 19, 1999, pursuant to which the
terms of the Medium-Term Notes set forth above have been
established.
[remainder of page intentionally left blank]
IN WITNESS WHEREOF, the undersigned have hereunto
executed this Certificate as of the date first above written.
By:__/s/ Alan H. Lund_____________
Name: Alan H. Lund
Title: Executive Vice President,
Co-Chief Operating Officer
and Chief Financial Officer
By: __/s/ Pamela S. Hendry_______
Name: Pamela S. Hendry
Title: Vice President, Treasurer and
Assistant Secretary
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES K
(FLOATING RATE)
REGISTERED REGISTERED
No. FLR-
CUSIP-
If this Security is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York, New
York) or its nominee, this Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Security is exchanged in whole or in part
for Debt Securities in definitive form. Unless this certificate
is presented by an authorized representative of the Depositary to
the Company or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co., has an interest herein.
REQUIRED TERMS
DESIGNATION:
PRINCIPAL AMOUNT:
ISSUE PRICE:
ORIGINAL ISSUE DATE:
STATED MATURITY:
INTEREST RATE BASIS OR BASES:
INITIAL INTEREST RATE:
INTEREST PAYMENT DATES:
INTEREST RATE RESET PERIOD:
INDEX MATURITY:
PRESET TERMS
INTEREST RESET DATES:
INTEREST DETERMINATION DATES:
CALCULATION DATES:
REGULAR RECORD DATES:
OPTIONAL TERMS
SPREAD:
SPREAD MULTIPLIER: %
MAXIMUM INTEREST RATE:
MINIMUM INTEREST RATE:
OVERDUE RATE:
REDEEMABLE ON OR AFTER:
OPTIONAL REPAYMENT DATE:
FIXED INTEREST RATE:
FIXED RATE COMMENCEMENT DATE:
REPURCHASE PRICE (for
Discount Securities):
OPTIONAL RESET DATES:
EXTENSION PERIODS:
FINAL MATURITY:
OTHER PROVISIONS:
INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (hereinafter called the "Company," which term
includes any successor corporation under the Indenture, as
hereinafter defined), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum set forth
above at Stated Maturity shown above and to pay interest thereon
from the Original Issue Date shown above or from the most recent
Interest Payment Date (as hereinafter defined) to which interest
has been paid or duly provided for, in arrears on the Interest
Payment Dates set forth above ("Interest Payment Dates"), until
the principal hereof is paid or made available for payment, and
on Stated Maturity, commencing with the Interest Payment Date
next succeeding the Original Issue Date, at the rate per annum
determined in accordance with the provisions below, depending on
the Interest Rate Basis or Bases specified above. Interest will
be payable on each Interest Payment Date and at Stated Maturity
or upon redemption or optional repayment. Interest will be
payable to the Holder at the close of business on the Regular
Record Date which, unless otherwise specified above, shall be the
fifteenth calendar day (whether or not a Business Day (as defined
below)) immediately preceding the related Interest Payment Date;
provided, however, that interest payable at Stated Maturity or
upon redemption or optional repayment will be payable to the
person to whom principal is payable and (to the extent that the
payment of such interest shall be legally enforceable) at the
Overdue Rate, if any, per annum set forth above on any overdue
principal and premium and on any overdue installment of interest.
If the Original Issue Date is between a Regular Record Date and
the next succeeding Interest Payment Date, the first payment of
interest hereon will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the Holder
on such next Regular Record Date.
Payment of the principal, and premium, if any, and
interest payable at Stated Maturity or upon redemption or
optional repayment of this Security will be made in immediately
available funds at the corporate trust office of the Trustee in
St. Paul, Minnesota or at the agency of the Trustee maintained
for that purpose in New York, New York, provided that this
Security is presented to the Trustee in time for the Trustee to
make such payments in such funds in accordance with its normal
procedures. Interest (other than interest payable at Stated
Maturity or upon redemption or optional repayment) will be paid
by check mailed to the address of the person entitled thereto as
it appears in the Security Register on the applicable Regular
Record Date or, at the option of the Company, by wire transfer to
an account maintained by such person with a bank located in the
United States. Notwithstanding the foregoing, (1) the Depositary
or its nominee, if it is the registered Holder of this Security,
will be entitled to receive payments of interest (other than at
Stated Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States, and (2) a Holder of $10,000,000 or
more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the
Regular Record Date preceding an applicable Interest Payment Date
by the Trustee of written instructions from such Holder, be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States. Such instructions shall remain in
effect with respect to payments of interest made to such Holder
on subsequent Interest Payment Dates unless revoked or changed by
written instructions received by the Trustee from such Holder,
provided that any such written revocation or change which is
received by the Trustee after a Regular Record Date and before
the related Interest Payment Date shall not be effective with
respect to the interest payable on such Interest Payment Date.
This Security is one of a duly authorized issue of
Medium-Term Notes, Series K of the Company (herein called the
"Securities"), issued and to be issued under an Indenture dated
as of November 1, 1991 (herein called the "Indenture") between
the Company and U.S. Bank Trust National Association (successor
to Continental Bank, National Association), as trustee (herein
called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement
of the respective rights, limitation of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof. The Securities of
this series may be issued from time to time at varying
maturities, interest rates and other terms as may be designated
with respect to a Security.
The interest rate borne by this Security shall be
determined as follows:
. Unless this Security is designated as a "Floating Rate/Fixed
Rate Note," an "Inverse Floating Rate Note" or as having an
Addendum attached, this Security shall be designated as a
"Regular Floating Rate Note" and, except as described below
or as specified on the face hereof, bear interest at the rate
determined by reference to the Interest Rate Basis or Bases
specified on the face hereof (a) plus or minus the Spread, if
any, specified on the face hereof and/or (b) multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Commencing on the first Interest Reset Date (as defined below),
the rate at which interest on this Security shall be payable
shall be reset as of each Interest Reset Date; provided, however,
that the interest rate in effect for the period from the Original
Issue Date to the first Interest Reset Date shall be the Initial
Interest Rate specified on the face hereof.
. If this Security is designated as a "Floating Rate/Fixed
Rate Note," then, except as described below or as specified on
the face hereof, this Security shall bear interest at the rate
determined by reference to the Interest Rate Basis or Bases
specified on the face hereof (a) plus or minus the Spread, if
any, specified on the face hereof and/or (b) multiplied by the
Spread Multiplier, if any, specified on the face hereof.
Commencing on the first Interest Reset Date, the rate at which
interest on this Security shall be payable shall be reset as of
each Interest Reset Date; provided, however, that the interest
rate in effect for the period from the Original Issue Date to the
first Interest Reset Date shall be the Initial Interest Rate
specified on the face hereof and the interest rate in effect
commencing on the Fixed Rate Commencement Date specified on the
face hereof to Stated Maturity shall be the Fixed Interest Rate,
if such rate is specified on the face hereof or, if no such Fixed
Interest Rate is so specified, the interest rate in effect hereon
on the day immediately preceding the Fixed Rate Commencement
Date.
. If this Security is designated as an "Inverse Floating Rate
Note," then, except as described below or as specified on the
face hereof, this Security shall bear interest equal to the Fixed
Interest Rate specified on the face hereof minus the rate
determined by reference to the Interest Rate Basis or Bases
specified on the face hereof (a) plus or minus the Spread, if
any, specified on the face hereof and/or (b) multiplied by the
Spread Multiplier, if any, specified on the face hereof;
provided, however, that, unless otherwise specified on the face
hereof, the interest rate hereon shall not be less than zero
during any Interest Rate Reset Period (as defined below).
Commencing on the first Interest Reset Date, the rate at which
interest on this Security is payable shall be reset as of each
Interest Reset Date; provided, however, that the interest rate in
effect for the period from the Original Issue Date to the first
Interest Reset Date shall be the Initial Interest Rate specified
on the face hereof.
Notwithstanding the foregoing, if this Security is
designated as having an Addendum attached as specified on the
face hereof, this Security shall bear interest in accordance with
the terms described in such Addendum and as specified on the face
hereof.
Except as set forth above or as specified on the face
hereof, the interest rate in effect on each day shall be (1) if
such day is an Interest Reset Date, the interest rate determined
as of the Interest Determination Date (as defined below)
immediately preceding such Interest Reset Date or (2) if such day
is not an Interest Reset Date, the interest rate determined as of
the Interest Determination Date immediately preceding the most
recent Interest Reset Date.
Unless otherwise specified on the face hereof:
(1) The "Interest Reset Date" shall be, if the
Interest Rate Reset Period specified on the face hereof
is (i) daily, each Business Day; (ii) weekly, the
Wednesday of each week (except with respect to the
Treasury Rate which shall reset on the Tuesday of each
week, except as described below); (iii) monthly, the
third Wednesday of each month (except with respect to
the Eleventh District Cost of Funds Rate which shall
reset on the first calendar day of the month);
(iv) quarterly, the third Wednesday of March, June,
September and December of each year, (v) semiannually,
the third Wednesday of the two months specified on the
face hereof; and (vi) annually, the third Wednesday of
the month specified on the face hereof. If any
Interest Reset Date would otherwise be a day that is
not a Business Day, such Interest Reset Date shall be
postponed to the next succeeding day that is a Business
Day, unless LIBOR is an applicable Interest Rate Basis,
in which case, if such Business Day falls in the next
succeeding calendar month, such Interest Reset Date
shall be the immediately preceding Business Day.
(2) The "Interest Determination Date" with respect
this Security shall be: (1) if the applicable Interest
Rate Basis is the CD Rate, the CMT Rate, the Commercial
Paper Rate, the Federal Funds Rate or the Prime Rate,
the second Business Day immediately preceding the
applicable Interest Reset Date; (2) if the applicable
Interest Rate Basis is the Eleventh District Cost of
Funds Rate, the last working day of the month
immediately preceding the applicable Interest Reset
Date on which the Federal Home Loan Bank of San
Francisco publishes the Index (as defined below);
(3) if the applicable Interest Rate Basis is LIBOR, the
second London Business Day (as defined below)
immediately preceding the applicable Interest Reset
Date and (4) if the applicable Interest Rate Basis is
the Treasury Rate, the day in the week in which the
applicable Interest Reset Date falls on which day
Treasury Bills (as defined below) are normally
auctioned; provided, however, that if an auction is
held on the Friday of the week preceding the applicable
Interest Reset Date, the Interest Determination Date
will be such preceding Friday; and provided, further,
that if an auction falls on the applicable Interest
Reset Date, then the Interest Reset Date will instead
be the first Business Day following such auction. If
the interest rate on this Security is determined by
reference to two or more Interest Rate Bases, the
Interest Determination Date shall be the second
Business Day prior to the applicable Interest Reset
Date for this Security on which each Interest Rate
Basis is determinable. Each Interest Rate Basis will
be determined on such date, and the applicable interest
rate will take effect on the applicable Interest Reset
Date.
(3) The "Calculation Date," if applicable, pertaining
to any Interest Determination Date will be the earlier
of (1) the tenth calendar day after such Interest
Determination Date, or, if such day is not a Business
Day, the next succeeding Business Day or (2) the
Business Day immediately preceding the applicable
Interest Payment Date or Stated Maturity, as the case
may be.
Unless otherwise specified on the face hereof, the
interest rate with respect to each Interest Rate Basis shall be
determined in accordance with the following provisions:
Determination of CD Rate
If the Interest Rate Basis with respect to this
Security is the CD Rate, such rate shall be determined by the
Calculation Agent appointed as agent by the Company to calculate
the rates of interest applicable to securities including this
Security (the "Calculation Agent") in accordance with the
following provisions:
"CD Rate" means the rate on the date for negotiable
certificates of deposit having the Index Maturity specified on
the face hereof as published by the Board of Governors of the
Federal Reserve System in "H.15(519)" (as defined below), under
the heading "CDs (Secondary Market)."
The Interest Determination Date relating to a CD Rate
Note or any Floating Rate Note for which the interest rate is
determined with reference to the CD Rate is referred to herein as
a "CD Rate Interest Determination Date."
The following procedures will be followed if the CD
Rate cannot be determined as described above:
. If the rate is not published by 3:00 P.M., New York City
time, on the related Calculation Date, the rate on the CD Rate
Interest Determination Date for negotiable certificates of
deposit of the Index Maturity specified on the face hereof as
published in H.15 Daily Update (as later defined) or the other
recognized electronic source used for the purpose of displaying
the rate under the caption "CDs (secondary market)" will apply.
. If the rate is not yet published in either H.15(519), H.15
Daily Update or other recognized electronic source on the related
Calculation Date, the CD Rate for the CD Interest Determination
Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the secondary market offered rates as of
10:00 A.M., New York City time on the date, of three leading
nonbank dealers in negotiable United States dollar certificates
of deposit in the City of New York. The secondary market offered
rates will be selected by the Calculation Agent for negotiable
certificates of deposit of major United States money center banks
for negotiable certificates of deposit with a remaining maturity
closest to the Index Maturity designated on the face hereof and
be in an amount that is representative for a single transaction
in that market at that time.
. If the dealers so selected by the Calculation Agent are not
quoting as set forth above, the CD Rate for the CD Rate Interest
Determination Date will be that CD Rate in effect on the CD Rate
Interest Determination Date.
"Index Maturity" means the period to maturity of the
instrument or obligation with respect to which the related
Interest Rate Basis or Bases will be calculated.
"H.15(519)" means the designated weekly statistical
release, or any successor publication, published by the Board of
Governors of the Federal Reserve System.
"H.15 Daily Update" means the daily update of
H.15(519), available through the world-wide-web site of the Board
of Governors of the Federal Reserve System at
http://www.bog.frb.fed.us/releases/h15/update, or any successor
site or publication.
Determination of CMT Rate
If the Interest Rate Basis with respect to this
Security is the CMT Rate, such rate will be determined by the
Calculation Agent in accordance with the following provisions:
"CMT Rate" means, with respect to any rate displayed on
the Designated CMT Telerate Page (as defined below) under the
caption ". . .Treasury Constant Maturities . . . Federal Reserve
Board Release H.15 . . . Monday's Approximately 3:45 P.M.," under
the column for the Designated CMT Maturity Index (as defined
below) for (1) if the Designated CMT Telerate Page is 7051, the
rate on the date and (2) if the Designated CMT Telerate Page is
7052, the week or the month, as specified on the face hereof,
ended immediately preceding the week or the month, as applicable,
in which the date occurs.
The Interest Determination Date relating to a CMT Rate
Note or any Floating Rate Note for which the interest rate is
determined with reference to the CMT Rate will be referred to
herein as the "CMT Rate Interest Determination Date."
The following procedures will be followed if the CMT
Rate cannot be determined as described above:
. If the rate is no longer displayed on the relevant page, or
if not displayed by 3:00 P.M., New York City time, on the related
Calculation Date, then the CMT Rate for the CMT Rate Interest
Determination Date will be the treasury constant maturity rate
for the Designated CMT Maturity Index as published in the
relevant H.15(519).
. If that rate is no longer published, or if not published by
3:00 P.M., New York City time, on the related Calculation Date,
then the CMT Rate for the CMT Rate Interest Determination Date
will be the treasury constant maturity rate for the Designated
CMT Maturity Index (or other United States Treasury rate for the
Designated CMT Maturity Index) for the CMT Rate Interest
Determination Date with respect to the Interest Reset Date as may
then be published by either the Board of Governors of the Federal
Reserve System or the United States Department of the Treasury
which the Calculation Agent determines to be comparable to the
rate formerly displayed on the Designated CMT Telerate Page and
published in the relevant H.15(519).
. If the above information is not provided by 3:00 P.M., New
York City time, on the related Calculation Date, then the CMT
Rate for the CMT Rate Interest Determination Date will be
calculated by the Calculation Agent and will be a yield to
maturity, based on the arithmetic mean of the secondary market
closing offered rates as of approximately 3:30 P.M., New York
City time, on the CMT Rate Interest Determination Date reported,
according to their written records, by three leading primary
United States government securities dealers (which may include
one or more of the Agents or their affiliates) (each, a
"Reference Dealer") in the City of New York.
. The quotations selected above by the Calculation Agent (from
the five Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), will be chosen for the most
recently issued direct noncallable fixed rate obligations of the
United States ("Treasury Notes") with an original maturity of
approximately the Designated CMT Maturity Index and a remaining
term to maturity of not less than the Designated CMT Maturity
Index minus one year.
. If the Calculation Agent cannot obtain three Treasury Note
quotations, the CMT Rate for the CMT Rate Interest Determination
Date will be calculated by the Calculation Agent and will be a
yield to maturity based on the arithmetic mean of the secondary
market offer side prices as of approximately 3:30 P.M., New York
City time, on the CMT Rate Interest Determination Date of three
Reference Dealers in The City of New York (from five the
Reference Dealers selected by the Calculation Agent and
eliminating the highest quotation (or, in the event of equality,
one of the highest) and the lowest quotation (or, in the event of
equality, one of the lowest)), for Treasury Notes with an
original maturity of the number of years that is the next highest
to the Designated CMT Maturity Index and a remaining term to
maturity closest to the Designated CMT Maturity Index and in an
amount of at least $100 million.
. If three or four (and not five) of the Reference Dealers are
quoting as described above, then the CMT Rate will be based on
the arithmetic mean of the offer prices obtained and neither the
highest nor the lowest of the quotes will be eliminated.
. If fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described herein, the CMT Rate
will be the CMT Rate in effect on that CMT Rate Interest
Determination Date.
. If two Treasury Notes with an original maturity as described
above have remaining terms to maturity equally close to the
Designated CMT Maturity Index, the quotes for the Treasury Note
with the shorter remaining term to maturity will be used.
"Designated CMT Telerate Page" means the display on the
Bridge Telerate, Inc. (or any successor page) on the page
designated on the face hereof (or any other page as may replace
the page on that service) for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519). If no page is
specified on the face hereof, the page used will be 7052.
"Designated CMT Maturity Index" means the original
period to maturity of the U.S. Treasury securities (either 1, 2,
3, 5, 7, 10, 20 or 30 years) with respect to which the CMT Rate
will be calculated, as specified on the face hereof. If no
maturity is specified on the face hereof, then the Designated CMT
Maturity Index will be 2 years.
Determination of Commercial Paper Rate
If the Interest Rate Basis with respect to this
Security is the Commercial Paper Rate, such rate shall be
determined by the Calculation Agent in accordance with the
following provisions:
"Commercial Paper Rate" means the Money Market Yield
(as defined below) on the date of the rate for commercial paper
having the Index Maturity specified on the face hereof as
published in H.15(519) under the caption "Commercial Paper - Non-
Financial."
The Interest Determination Date relating to a
Commercial Paper Rate Note or any Floating Rate Note for which
the interest rate is determined with reference to the Commercial
Paper Rate will be referred to herein as the "Commercial Paper
Rate Interest Determination Date."
The following procedures will be followed if the
Commercial Paper Rate cannot be determined as described above:
. In the event the rate is not published by 3:00 P.M., New
York City time, on the related Calculation Date then the
Commercial Paper Rate will be the Money Market Yield (as defined
below) on the Commercial Paper Rate Interest Determination Date
of the rate for commercial paper having the Index Maturity
specified on the face hereof, as published in H.15 Daily Update,
or the other recognized electronic source used for the purpose of
displaying the rate under the caption "Commercial Paper Non-
Financial." An Index Maturity of one month will be deemed
equivalent to an Index Maturity of 30 days and an Index Maturity
of three months will be deemed to be equivalent to an Index
Maturity of 90 days.
. If by 3:00 P.M., New York City time, on the related
Calculation Date, the rate is not yet published in H.15(519),
H15 Daily Update or another other recognized electronic source,
then the Commercial Paper Rate on the Interest Determination
Date will be calculated by the Calculation Agent and will be
the Money Market Yield of the arithmetic mean of the offered
rates at approximately 11:00 A.M., New York City time, on the
Commercial Paper Rate Interest Determination Date of three
leading dealers United States dollar commercial paper in The
City of New York. The quotations will be selected by the
Calculation Agent for commercial paper having the Index
Maturity designated on the face hereof placed for an
industrial issuer whose bond rating is "AA," or the
equivalent, from a nationally recognized statistical
rating organization.
. If the dealers selected by the Calculation Agent are not
quoting as provided above, the Commercial Paper Rate will be that
Commercial Paper Rate in effect on the Commercial Paper Rate
Interest Determination Date.
"Money Market Yield" means a yield (expressed as a
percentage rounded to the nearest one-hundredth of a percent,
with five one-thousandths of a percent rounded upwards)
calculated by the following formula:
Money Market Yield = D x 360
---------------- x 100
360 - (D x M)
where "D" is the applicable per annum rate
for commercial paper quoted on a bank
discount basis and expressed as a decimal,
and "M" refers to the actual number of days
in the applicable Interest Reset Period.
Determination of Eleventh District Cost of Funds Rate
If the Interest Rate Basis with respect to this
Security is the Eleventh District Cost of Funds Rate, such rate
shall be determined by the Calculation Agent in accordance with
the following provisions:
"Eleventh District Cost of Funds Rate" means the rate
equal to the monthly weighted average cost of funds for the
calendar month immediately preceding the month in which the
Eleventh District Cost of Funds Rate Interest Determination Date
falls, as set forth under the caption "11th District" on Bridge
Telerate, Inc. (or any successor service) on page 7058 ("Telerate
Page 7058") as of 11:00 A.M. San Francisco time, on the date.
An Interest Determination Date relating to an Eleventh
District Cost of Funds Rate Note or any Floating Rate Note for
which the interest rate is determined with reference to the
Eleventh District Cost of Funds Rate will be referred to herein
as an "Eleventh District Cost of Funds Rate Interest
Determination Date."
The following procedures will be followed if the
Eleventh District Cost of Funds Rate cannot be determined as
described above:
. If the rate does not appear on Telerate Page 7058 on any
related Eleventh District Cost of Funds Rate Interest
Determination Date, the Eleventh District Cost of Funds Rate for
the Eleventh District Cost of Funds Rate Interest Determination
Date will be the monthly weighted average costs of funds paid by
member institutions of the Eleventh Federal Home Loan Bank
District that was most recently announced (the "Index") by the
Federal Home Loan Bank of San Francisco as the cost of funds for
the calendar month immediately preceding the date of the
announcement.
. If the Federal Home Loan Bank of San Francisco fails to
announce the rate for the calendar month immediately preceding
the Eleventh District Cost of Funds Rate Interest Determination
Date, then the Eleventh District Cost of Funds Rate determined as
of the Eleventh District Cost of Funds Rate Interest
Determination Date will be the Eleventh District Cost of Funds
Rate in effect on the Eleventh District Cost of Funds Rate
Interest Determination Date.
Determination of Federal Funds Rate
If the Interest Rate Basis with respect to this
Security is the Federal Funds Rate, such rate shall be determined
by the Calculation Agent in accordance with the following
provisions:
"Federal Funds Rate" means the rate on the date for
federal funds as published in H.15(519) under the heading
"Federal Funds (Effective)", as the rate is displayed on Bridge
Telerate, Inc. (or any successor service) on page 120 (or any
other page as may replace the page on the service) ("Telerate
120").
An Interest Determination Date relating to a Federal
Funds Rate Note or any Floating Rate Note for which the interest
rate is determined with reference to the Federal Funds Rate will
be referred to herein as a "Federal Funds Rate Interest
Determination Date."
The following procedures will be followed if the
Federal Funds Rate cannot be determined as described above:
. If the rate does not appear on Telerate Page 120 or is not
so published by 3:00 P.M. New York City time, on the related
Calculation Date, the rate on the Federal Funds Rate Interest
Determination Date as published in H.15 Daily Update, or the
other recognized electronic source used for the purpose of
displaying the rate, under the caption "Federal Funds
(Effective)" will be used.
. If by 3:00 P.M., New York City time, on the related
Calculation Date the rate does not appear on Telerate Page 120 or
is not yet published in H.15(519), H.15 Daily Update or other
recognized electronic source, then the Federal Funds Rate on the
Federal Funds Rate Interest Determination Date will be calculated
by the Calculation Agent and will be the arithmetic mean of the
rates for the last transaction in overnight United States dollar
federal funds arranged by three leading brokers of United States
dollar federal funds transactions in The City of New York (which
may include one or more of the Agents or their affiliates)
selected by the Calculation Agent prior to 9:00 A.M., New York
City time, on that Federal Funds Rate Interest Determination
Date.
. If the brokers selected by the Calculation Agent are not
quoting as provided above, the Federal Funds Rate determined as
of the Federal Funds Rate Interest Determination Date will be the
Federal Funds Rate in effect on that Federal Funds Rate Interest
Determination Date.
Determination of LIBOR
If the Interest Rate Basis with respect to this
Security is LIBOR, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
An Interest Determination Date relating to a LIBOR Note
or any Floating Rate Note for which the interest rate is
determined with reference to LIBOR will be referred to herein as
a "LIBOR Interest Determination Date".
(a) Upon a LIBOR Interest Determination Date, the LIBOR
rate will be either:
if "LIBOR Telerate" is specified on the face hereof
or if neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified on the face hereof as the method for
calculating LIBOR, the rate for deposits in the
Designated LIBOR Currency having the Index Maturity
specified on the face hereof, commencing on the Interest
Reset Date, that appears on the Designated LIBOR Page as
of 11:00 A.M., London time, on the LIBOR Interest
Determination Date; or
if "LIBOR Reuters" is specified on the face hereof,
the arithmetic mean of the offered rates (unless the
Designated LIBOR Page by its terms provides only for a
single rate, in which case that single rate shall be
used) for deposits in the Designated LIBOR Currency
having the Index Maturity specified on the face hereof,
commencing on the applicable Interest Reset Date, that
appear (or, if only a single rate is required as
aforesaid, appears) on the Designated LIBOR Page as of
11:00 A.M., London time, on the LIBOR Interest
Determination Date. If fewer than two offered rates so
appear, or if no rate so appears, as applicable, LIBOR on
the LIBOR Interest Determination Date will be determined
in accordance with the provisions described in paragraph
(b) set forth below.
(b) With respect to a LIBOR Interest Determination Date on
which fewer than two offered rates appear, or no rate appears,
as the case may be, on the Designated LIBOR Page as specified
in (a) above, LIBOR will be determined according to the
procedures described below:
. The Calculation Agent will request the principal London
offices of each of four major reference banks in the London
interbank market, as selected by the Calculation Agent, to
provide the Calculation Agent with its offered quotation for
deposits in the Designated LIBOR Currency for the period of the
Index Maturity specified on the face hereof, commencing on the
applicable Interest Reset Date, to prime banks in the London
interbank market at approximately 11:00 A.M., London time, on the
LIBOR Interest Determination Date and in a principal amount that
is representative for a single transaction in the Designated
LIBOR Currency in the market at the time.
. If at least two quotations are so provided, then LIBOR on
the LIBOR Interest Determination Date will be the
arithmetic mean of the quotations.
. If fewer than two quotations are so provided, then LIBOR
on the LIBOR Interest Determination Date will be the
arithmetic mean of the rates quoted at approximately
11:00 A.M., in the applicable principal financial center,
on the LIBOR Interest Determination Date by three major
banks in the principal financial center selected by the
Calculation Agent for loans in the Designated LIBOR
Currency to leading European banks, having
the Index Maturity specified on the face hereof and in a
principal amount that is representative for a single
transaction in the Designated LIBOR Currency in the
market at the time.
. If the banks so selected by the Calculation Agent are not
quoting as provided above, LIBOR determined as of the LIBOR
Interest Determination Date will be LIBOR in effect on that
LIBOR Interest Determination Date.
"Designated LIBOR Currency" means the currency
specified on the face hereof as to which LIBOR shall be
calculated or, if no currency is specified on the face hereof,
United States dollars.
"Designated LIBOR Page" means (a) if "LIBOR Reuters" is
specified on the face hereof, the display on the Reuter Monitor
Money Rates Service (or any successor service) on the page
specified on the face hereof (or any other page as may replace
the page on the service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency,
or (b) if "LIBOR Telerate" is specified on the face hereof or
neither "LIBOR Reuters" nor "LIBOR Telerate" is specified on the
face hereof as the method for calculating LIBOR, the display on
Bridge Telerate, Inc. (or any successor service) on the page
specified on the face hereof (or any other page as may replace
the page on the service) for the purpose of displaying the London
interbank rates of major banks for the Designated LIBOR Currency.
Determination of Prime Rate
If the Interest Rate Basis with respect to this
Security is the Prime Rate, such rate shall be determined by the
Calculation Agent in accordance with the following provisions:
"Prime Rate" means the rate on the date as published in
H.15(519) under the heading "Bank Prime Loan."
An Interest Determination Date relating to a Prime Rate
Note or any Floating Rate Note for which the interest rate is
determined with reference to the Prime Rate will be referred to
herein as a "Prime Rate Interest Determination Date."
The following procedures will be followed if the Prime
Rate cannot be determined as described above:
. If the rate is not published in H.15(519) prior to 3:00
P.M., New York City time, on the related Calculation Date, the
rate on the Prime Rate Interest Determination Date as published
in H.15 Daily Update, or other recognized electronic source used
for the purpose of displaying the rate, under the caption "Bank
Prime Loan" will be used.
. If the rate is not published prior to 3:00 P.M., New York
City time, on the related Calculation Date, in H.15(519), or H.15
Daily Update or another recognized electronic source, then the
Prime Rate will be the arithmetic mean of the rates of interest
publicly announced by each bank that appears on the Reuters
Screen US PRIME 1 (as defined below) as the bank's prime rate or
base lending rate as in effect for that Prime Rate Interest
Determination Date, as determined by the Calculation Agent.
. If fewer than four rates appear on the Reuters Screen US
PRIME 1 for the Prime Rate Interest Determination Date, the Prime
Rate will be calculated by the Calculation Agent and will be the
arithmetic mean of the prime rates or base lending rates quoted
on the basis of the actual number of days in the year divided by
a 360-day year as of the close of business on the Prime Rate
Interest Determination Date by three major banks in The City of
New York (which may include affiliates of the Agents) selected by
the Calculation Agent.
. If the banks or trust companies selected are not quoting as
provided above, the Prime Rate determined for the Prime Rate
Interest Determination Date will be that Prime Rate in effect on
the Prime Rate Interest Determination Date.
"Reuters Screen US PRIME 1" means the display
designated as page "US PRIME 1" on the Reuters Monitor Money
Rates Service (or the other page as may replace the US PRIME 1
page on that service for the purpose of displaying prime rates or
base lending rates of major United States banks).
Determination of Treasury Rate
If the Interest Rate Basis with respect to this
Security is the Treasury Rate, such rate shall be determined by
the Calculation Agent in accordance with the following
provisions:
"Treasury Rate" means the rate from the auction (the
"Auction") of direct obligations of the United States ("Treasury
Bills") having the Index Maturity designated on the face hereof
as published under the caption "AVGE INVEST YIELD" on the display
on the Bridge Telerate, Inc. (or any successor service) on page
56 (or any other page which may replace the page on the service)
("Telerate Page 56") or page 57 (or any other page which may
replace the page on the service) ("Telerate Page 57").
An Interest Determination Date relating to a Treasury
Rate Note or any Floating Rate Note for which the interest rate
is determined by reference in the Treasury Rate shall be referred
to herein as a "Treasury Rate Interest Determination Date."
The following procedures will be followed if the
Treasury Rate cannot be determined as described above:
. If not published by 3:00 P.M., New York City time, on the
related Calculation Date pertaining to the Treasury Rate Interest
Determination Date, the auction average rate (expressed as a bond
equivalent on the basis of a year of 365 or 366 days, as
applicable, and applied on a daily basis) as otherwise announced
by the United States Department of the Treasury will be used.
. If results of the auction of Treasury Bills having the Index
Maturity designated on the face hereof are not published or
reported as provided above by 3:00 P.M., New York City time, on
the Calculation Date or if no auction is held on the Treasury
Rate Interest Determination Date, then the Treasury Rate will be
calculated by the Calculation Agent and will be a yield to
maturity (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., New York City time, on the Treasury Rate
Interest Determination Date, of Treasury Bills having the Index
Maturity specified on the face hereof as published in H.15(519),
under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market."
. If the rate is not published in H.15(519) by 3:00 P.M., New
York City time, on the Calculation Date, then the Treasury Rate
will be the rate on the Treasury Rate Interest Determination Date
of the Treasury Bills as published in H.15 Daily Update or
another recognized electronic source used for the purpose of
displaying the rate, under the caption "U.S. Government
Securities/Treasury Bills/Secondary Market".
. If the rate is not published in H.15(519), H.15 Daily Update
or another recognized electronic source by 3:00 P.M., New York
City time, on the Calculation Date, then the Treasury Rate will
be calculated by the Calculation Agent and will be a yield to
maturity (expressed as a bond equivalent on the basis of a year
of 365 or 366 days, as applicable, and applied on a daily basis)
of the arithmetic mean of the secondary market bid rates, as of
approximately 3:30 P.M., on the Treasury Rate Interest
Determination Date of three leading primary United States
government securities dealers. The bid rates will be selected by
the Calculation Agent for the issue of Treasury Bills with a
remaining maturity closest to the Index Maturity designated on
the face hereof.
. If the dealers selected by the Calculation Agent are not
quoting as provided above, the Treasury Rate will be the
Treasury Rate in effect on that Treasury Rate Interest
Determination Date.
Notwithstanding the foregoing, the interest rate hereon
shall not be greater than the Maximum Interest Rate, if any, or
less than the Minimum Interest Rate, if any, shown on the face
hereof. The Calculation Agent shall calculate the interest rate
on this Security in accordance with the foregoing on each
Interest Determination Date.
The interest rate on this Security will in no event be
higher than the maximum rate permitted by New York or California
law as the same may be modified by the United States law of
general applicability.
The Calculation Agent will, upon the request of the
Holder of this Security, provide to such Holder the interest rate
hereon then in effect and, if different, the interest rate which
will become effective as of the next applicable Interest Reset
Date.
If any Interest Payment Date specified on the face
hereof would otherwise be a day that is not a Business Day, the
Interest Payment Date shall be postponed to the next day that is
a Business Day, except that if (1) the rate of interest on this
Security shall be determined in accordance with the provisions of
the heading "Determination of LIBOR" above, and (2) such Business
Day is in the next succeeding calendar month, such Interest
Payment Date shall be the immediately preceding Business Day.
"Business Day" means any day that is not a Saturday or Sunday and
that, in The City of New York (and, if the rate of interest on
this Security shall be determined in accordance with the
provisions of the heading "Determination of LIBOR" above, the
City of London), is not a day on which banking institutions are
generally authorized or obligated by law to close.
Interest payments for this Security will include
interest accrued from and including the date of issue or from and
including the last date in respect of which interest has been
paid, as the case may be, to, but excluding, the Interest Payment
Date or Stated Maturity, as the case may be. Accrued interest
hereon from the Original Issue Date or from the last date to
which interest hereon has been paid, as the case may be, shall be
an amount calculated by multiplying the face amount hereof by an
accrued interest factor. Such accrued interest factor shall be
computed by adding the interest factor calculated for each day
from the Original Issue Date or from the last date to which
interest shall have been paid, as the case may be, to the date
for which accrued interest is being calculated. The interest
factor for each such day shall be computed by dividing the
interest rate (expressed as a decimal) applicable to such day by
360, in case the Interest Rate Basis of this Security is the
Commercial Paper Rate or LIBOR, or by the actual number of days
in the year in the case the Interest Rate Basis of this Security
is the Treasury Rate.
On each Optional Reset Date, if any, specified on the
face hereof, the Company has the option to reset the Spread and
the Spread Multiplier. If no date or dates for such reset are
set forth on the face hereof, this Security will not be subject
to such reset. The Company may exercise such option by notifying
the Trustee of such exercise at least 45 but not more than 60
days prior to an Optional Reset Date. Not later than 40 days
prior to such Optional Reset Date, the Trustee will mail to the
Holder hereof a notice (the "Reset Notice"), first class, postage
prepaid. The Reset Notice will indicate whether the Company has
elected to reset the Spread or Spread Multiplier and if so,
(1) such new Spread or Spread Multiplier, as the case may be; and
(2) the provisions, if any, for redemption during the period from
such Optional Reset Date to the next Optional Reset Date or, if
there is no such next Optional Reset Date, to Stated Maturity
(each such period a "Subsequent Interest Period"), including the
date or dates on which or the period or periods during which and
the price or prices at which such redemption may occur during
such Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its
option, revoke the Spread or Spread Multiplier as provided for in
the Reset Notice, and establish a Spread or Spread Multiplier
that is higher (or lower if this Security is designated an
Inverse Floating Rate Note) than the Spread or Spread Multiplier
provided for in the relevant Reset Notice for the Subsequent
Interest Period commencing on such Optional Reset Date, by
causing the Trustee to mail, not later than 20 days prior to an
Optional Reset Date, a notice of such new Spread or Spread
Multiplier to the Holder hereof. Such notice will be
irrevocable. The Company must notify the Trustee of its
intentions to revoke such Reset Notice at least 25 days prior to
such Optional Reset Date. If the Spread or Spread Multiplier
hereof is reset on an Optional Reset Date and the Holder hereof
has not tendered this Security for repayment (or has validly
revoked any such tender) pursuant to the next succeeding
paragraph, such Holder will bear such new Spread or Spread
Multiplier for the Subsequent Interest Period.
If the Company elects to reset the Spread or Spread
Multiplier as described above, the Holder hereof will have the
option to elect repayment hereof by the Company on any Optional
Reset Date at a price equal to the aggregate principal amount
hereof outstanding on, plus any interest accrued to, such
Optional Reset Date. In order to exercise such option, the
Holder hereof must follow the procedures set forth below for
optional repayment, except that (1) the period for delivery of
this Security or notification to the Trustee will be at least 25
but not more than 35 days prior to such Optional Reset Date and
(2) a Holder who has tendered for repayment pursuant to a Reset
Notice may, by written notice to the Trustee, revoke any such
tender until the close of business on the tenth day prior to such
Optional Reset Date.
The Company may extend the Stated Maturity of this
Security for the number of periods of whole years from one to
five, if any, specified on the face hereof under Extension
Periods up to but not beyond the Final Maturity Date specified on
the face hereof. If no period or periods for such extension are
set forth on the face hereof, this Security will not be subject
to such extension and will finally mature on the Stated Maturity
specified on the face hereof. The Company may exercise such
option by notifying the Trustee of such exercise at least 45 but
not more than 60 days prior to the old Stated Maturity. Not
later than 40 days prior to the old Stated Maturity, the Trustee
will mail to the Holder hereof a notice (the "Extension Notice"),
first class, postage prepaid. The Extension Notice will set
forth (2) the election of the Company to extend the Stated
Maturity; (2) the new Stated Maturity; (3) the Spread or Spread
Multiplier applicable to the Extension Period; and (4) the
provisions, if any, for redemption during the Extension Period,
including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may
occur during the Extension Period. Upon the mailing by such
Trustee of an Extension Notice to the Holder hereof, the Stated
Maturity shall be extended automatically, and, except as modified
by the Extension Notice and as described in the next paragraph,
this Security will have the same terms as prior to the mailing of
such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the old Stated Maturity, the Company may, at its option,
revoke the Spread or Spread Multiplier provided for in the
Extension Notice and establish a higher (or lower if this
Security is designated an Inverse Floating Rate Note) Spread or
Spread Multiplier for the Extension Period, by causing the
Trustee to mail notice of such new Spread or Spread Multiplier,
as the case may be, first class, postage prepaid, to the Holder
hereof. Such notice will be irrevocable. In such case, this
Security will bear such new Spread or Spread Multiplier for the
Extension Period, whether or not tendered for repayment.
If the Company extends the Stated Maturity, the Holder
hereof will have the option to elect repayment hereof by the
Company on the old Stated Maturity at a price equal to the
principal amount hereof, plus any interest accrued to such date.
In order to exercise such option, the Holder hereof must follow
the procedures set forth for optional repayment, except that
(1) the period for delivery of this Security or notification to
the Trustee will be at least 25 but not more than 35 days prior
to the old Stated Maturity and (2) a Holder who has tendered for
repayment pursuant to an Extension Notice may, by written notice
to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated
Maturity.
Unless otherwise indicated on the face of this
Security, this Security may not be redeemed prior to Stated
Maturity. If so indicated on the face of this Security, this
Security may be redeemed, at the option of the Company, on any
date on or after the date set forth on the face hereof, either in
whole or from time to time in part at a redemption price equal to
100% of the principal amount redeemed, together with interest
accrued and unpaid thereon to the date of redemption. Notice of
redemption shall be mailed to the Holders of the Securities
designated for redemption at their addresses as the same shall
appear in the Security Register not less than 30 and not more
than 60 days prior to the date of redemption, subject to all the
conditions and provisions of the Indenture. In the event of any
redemption, the Company will not be required to (1) issue,
register the transfer of, or exchange any Security during a
period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending at the close of
business on the date of mailing of the relevant notice of
redemption or (2) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except
the unredeemed portion of any Security being redeemed in part.
Only a new Security or Securities for the amount of the
unredeemed portion hereof shall be issued in the name of the
Holder upon the cancellation hereof.
If so provided on the face of this Security, the
Security will be subject to repayment at the option of the Holder
on the date or dates so indicated on the face hereof. If no date
or dates for such repayment are set forth on the face hereof,
this Security will not be repayable at the option of the Holder
prior to Stated Maturity. On an optional repayment date, if any,
this Security will be repayable in whole or in part in increments
of $1,000 at the option of the Holder at a price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment, if the "Option to Elect
Repayment," duly completed and received by the Company in
accordance with the terms of this Security, is received by the
Company not more than 60 nor less than 30 days prior to the date
or dates of repayment set forth on the face hereof. In the event
of repayment of this Security in part only, a new Security for
the unrepaid portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of the series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Unless otherwise specified on the face hereof, if
(1) this Security is issued with original issue discount (as
defined in the Internal Revenue Code of 1986, as amended) and
(2) the principal hereof is declared to be due and payable
immediately, the amount of principal due and payable with respect
hereto shall be limited to the Principal Amount hereof multiplied
by the sum of the Issue Price hereof (expressed as a percentage
of the Principal Amount hereof) plus the original issue discount
amortized from the Original Issue Date to the date of
declaration, which amortization shall be calculated using the
"interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities at the time outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal
amount of the outstanding Securities of any series to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this
Security at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits
Holder's rights to enforce the Indenture and this Security.
This Security is exchangeable only if (1) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Security or if at any time
the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed within the time specified in the
Indenture, or (2) the Company in its sole discretion determines
that all Global Securities of the same series as this Security
shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form. If
this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof, bearing interest at the same rate or pursuant to
the same formula, having the same date of issuance, redemption
provisions, if any, Stated Maturity and other terms.
The Depositary will not sell, assign, transfer or
otherwise convey any beneficial interest in this Security unless
such beneficial interest is in an amount equal to $1,000 or an
integral multiple of $1,000 in excess thereof. The Depositary,
by accepting this Security, agrees to be bound by such provision.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue and none of the Company,
the Trustee or any such agent shall be affected by notice to the
contrary.
All percentages resulting from any calculation on this
Security will be rounded to the nearest one hundred-thousandth of
a percentage point, with five one-millionths of a percentage
point rounded upwards (e.g., 9.876545% (or .09876545) would be
rounded to 9.87655% (or .0987655)), and all dollar amounts used
in or resulting from such calculation on this Security will be
rounded to the nearest cent (with one-half cent being rounded
upwards).
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal as of the
Dated Date set forth on the face hereof.
INTERNATIONAL LEASE FINANCE CORPORATION
[Seal]
By: __________________________________
Chairman of the Board
__________________________________
President
Attest:
__________________________________
Secretary
Unless the certificate of authentication hereon has
been executed by U.S. Bank Trust National Association (successor
to Continental Bank, National Association), the Trustee under the
Indenture, or its successor thereunder, by the manual signature
of one of its authorized signatories or authorized Authenticating
Agents, this Note shall not be entitled to any benefits under the
Indenture, or be valid or obligatory for any purpose.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Date of Registration:
U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Trustee
By ______________________________
Authorized Signatory
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - _______________ Custodian________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above
list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee
_________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
______________________________________________________
______________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_____________________________________________________ Attorney
to transfer said Note on the books of the Company, with full
power of substitution in the premises.
Dated: ________________________________
___________________________________
___________________________________
Notice: The signature to this
assignment must correspond with
the name as written on the face
of the within instrument in every
particular, without alteration
or enlargement, or any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned.
The undersigned acknowledges that for the within
Security to be repaid, the Company must receive at the offices or
agencies of the Trustee in St. Paul, Minnesota or The City of New
York, during the period specified in this Security (1) the
Security with this "Option to Elect Repayment" form duly
completed, or (2) a telegram, telex, facsimile or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth the
name of the Holder of the Security, the principal amount of the
Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and
a guarantee that the Security to be repaid with the "Option to
Elect Repayment" form duly completed will be received by the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such
Security and form duly completed are received by the Company by
such fifth Business Day. Any such notice received by the Company
during the period specified in this Security shall be
irrevocable.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which the Holder
elects to have repaid: $______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be
issued to the Holder for the portion of the within Security not
being repaid (in the absence of any such specification, one such
Security will be issued for the portion not being repaid):
$______________.
Dated:
__________________________________
Note: The signature to this
Option to Elect Repayment must
correspond with the name as
it appears upon the face of
the within Security in every
particular without alteration or
enlargement or any change whatever.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MEDIUM-TERM NOTE, SERIES K
(FIXED RATE)
REGISTERED REGISTERED
No. FXR-
CUSIP-
If this Security is registered in the name of The Depository
Trust Company (the "Depositary") (55 Water Street, New York, New
York) or its nominee, this Security may not be transferred except
as a whole by the Depositary to a nominee of the Depositary or by
a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary
unless and until this Security is exchanged in whole or in part
for Securities in definitive form. Unless this certificate is
presented by an authorized representative of the Depositary to
the Company or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name
of Cede & Co. or such other name as requested by an authorized
representative of the Depositary and any payment is made to Cede
& Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered
owner hereof, Cede & Co. has an interest herein.
Original
Stated Interest Issue Principal
Maturity: Rate: Date: Amount:
__________ ___________% __________ __________
Issue Price:
Repurchase Price Overdue
(for Discount Rate (if any):
Securities):
Redeemable On Or After:
Optional Repayment Date:
Optional Reset Dates:
Extension Periods:
Final Maturity:
Other Provisions:
INTERNATIONAL LEASE FINANCE CORPORATION, a California
corporation (herein called the "Company", which term includes any
successor corporation under the Indenture, as hereinafter
defined), for value received, hereby promises to pay to Cede &
Co., or registered assigns, the principal sum set forth above at
Stated Maturity shown above and to pay interest thereon from the
Original Issue Date shown above or from the most recent Interest
Payment Date (as defined below) to which interest has been paid
or duly provided for at a fixed rate per annum semi-annually in
arrears on April 15 and October 15 in each year, unless otherwise
set forth above ("Interest Payment Dates"), until the principal
hereof is paid or made available for payment, and on Stated
Maturity. Interest will be payable on each Interest Payment Date
and at Stated Maturity or upon redemption or optional repayment.
Interest will be payable to the Holder at the close of business
on the Regular Record Date which shall be April 1 and October 1
of each year, unless otherwise set forth above, next preceding
such Interest Payment Date; provided, however, that interest
payable at Stated Maturity or upon redemption or optional
repayment will be payable to the person to whom principal is
payable and (to the extent that the payment of such interest
shall be legally enforceable) at the Overdue Rate, if any, per
annum set forth above on any overdue principal and premium and on
any overdue installment of interest. If the Original Issue Date
is between a Regular Record Date and the next succeeding Interest
Payment Date, the first payment of interest hereon will be made
on the Interest Payment Date following the next succeeding
Regular Record Date to the Holder on such next Regular Record
Date.
Payment of the principal, and premium, if any, and
interest payable at Stated Maturity or upon redemption or
optional repayment on this Security will be made in immediately
available funds at the corporate trust office of the Trustee in
St. Paul, Minnesota or at the agency of the Trustee maintained
for that purpose in New York, New York, provided that this
Security is presented to the Trustee in time for the Trustee to
make such payments in such funds in accordance with its normal
procedures. Interest (other than interest payable at Stated
Maturity or upon redemption or optional repayment) will be paid
by check mailed to the address of the person entitled thereto as
it appears in the Security Register on the applicable Regular
Record Date or, at the option of the Company, by wire transfer to
an account maintained by such person with a bank located in the
United States. Notwithstanding the foregoing, (1) the Depositary
or its nominee, if it is the registered Holder of this Security,
will be entitled to receive payments of interest (other than at
Stated Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States, and (2) a Holder of $10,000,000 or
more in aggregate principal amount of Securities having the same
Interest Payment Date will, upon receipt on or prior to the
Regular Record Date preceding an applicable Interest Payment Date
by the Trustee of written instructions from such Holder, be
entitled to receive payments of interest (other than at Stated
Maturity or upon redemption or optional repayment) by wire
transfer to an account maintained by such Holder with a bank
located in the United States. Such instructions shall remain in
effect with respect to payments of interest made to such Holder
on subsequent Interest Payment Dates unless revoked or changed by
written instructions received by the Trustee from such Holder,
provided that any such written revocation or change which is
received by the Trustee after a Regular Record Date and before
the related Interest Payment Date shall not be effective with
respect to the interest payable on such Interest Payment Date.
This Security is one of a duly authorized issue of
Medium-Term Notes, Series K of the Company (herein called the
"Securities"), issued and to be issued under an Indenture dated
as of November 1, 1991 (herein called the "Indenture") between
the Company and U.S. Bank Trust National Association (successor
to Continental Bank, National Association), as trustee (herein
called the "Trustee", which term includes any successor trustee
under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders
of the Securities and the terms upon which the Securities are,
and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof. The Securities of
this series may be issued from time to time at varying
maturities, interest rates and other terms as may be designated
with respect to a Security.
Interest payments for this Security will include
interest accrued to but excluding the Interest Payment Dates.
Interest payments for this Security shall be computed and paid on
the basis of a 360-day year of twelve 30-day months. If any
Interest Payment Date specified on the face hereof would
otherwise be a day that is not a Business Day, the Interest
Payment Date shall be postponed to the next day that is a
Business Day. "Business Day" means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a
day on which banking institutions are generally authorized or
obligated to close.
On each Optional Reset Date, if any, specified on the
face hereof, the Company has the option to reset the interest
rate hereon. If no date or dates for such reset are set forth on
the face hereof, this Security will not be subject to such reset.
The Company may exercise such option by notifying the Trustee of
such exercise at least 45 but not more than 60 days prior to an
Optional Reset Date. Not later than 40 days prior to such
Optional Reset Date, the Trustee will mail to the Holder hereof a
notice (the "Reset Notice"), first class, postage prepaid. The
Reset Notice will indicate whether the Company has elected to
reset the interest rate hereon and if so, (1) such new interest
rate; and (2) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset
Date or, if there is no such next Optional Reset Date, to Stated
Maturity (each such period a "Subsequent Interest Period"),
including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may
occur during such Subsequent Interest Period.
Notwithstanding the foregoing, the Company may, at its
option, revoke the interest rate as provided for in the Reset
Notice, and establish an interest rate that is higher than the
interest rate provided for in the relevant Reset Notice for the
Subsequent Interest Period commencing on such Optional Reset
Date, by causing the Trustee to mail, not later than 20 days
prior to an Optional Reset Date, a notice of such higher interest
rate to the Holder hereof. Such notice will be irrevocable. The
Company must notify the Trustee of its intentions to revoke such
Reset Notice at least 25 days prior to such Optional Reset Date.
If the interest rate hereof is reset on an Optional Reset Date
and the Holder hereof has not tendered this Security for
repayment (or has validly revoked any such tender) pursuant to
the next succeeding paragraph, such Holder will bear such higher
interest rate for the Subsequent Interest Period.
If the Company elects to reset the interest rate hereon
as described above, the Holder hereof will have the option to
elect repayment hereof by the Company on any Optional Reset Date
at a price equal to the aggregate principal amount hereof
outstanding on, plus any interest accrued to, such Optional Reset
Date. In order to exercise such option, the Holder hereof must
follow the procedures set forth below for optional repayment,
except that (1) the period for delivery of this Security or
notification to the Trustee will be at least 25 but not more than
35 days prior to such Optional Reset Date and (2) a Holder who
has tendered for repayment pursuant to a Reset Notice may, by
written notice to the Trustee, revoke any such tender until the
close of business on the tenth day prior to such Optional Reset
Date.
The Company may extend the Stated Maturity of this
Security for the number of periods of whole years from one to
five, if any, specified on the face hereof under Extension
Periods up to but not beyond the Final Maturity Date specified on
the face hereof. If no period or periods for such extension are
set forth on the face hereof, this Security will not be subject
to such extension. The Company may exercise such option by
notifying the Trustee of such exercise at least 45 but not more
than 60 days prior to the old Stated Maturity. Not later than 40
days prior to the old Stated Maturity, the Trustee will mail to
the Holder hereof a notice (the "Extension Notice"), first class,
postage prepaid. The Extension Notice will set forth (1) the
election of the Company to extend the Stated Maturity; (2) the
new Stated Maturity; (3) the interest rate applicable to the
Extension Period; and (4) the provisions, if any, for redemption
during the Extension Period, including the date or dates on which
or the period or periods during which and the price or prices at
which such redemption may occur during the Extension Period.
Upon the mailing by such Trustee of an Extension Notice to the
Holder hereof, the Stated Maturity shall be extended
automatically, and, except as modified by the Extension Notice
and as described in the next paragraph, this Security will have
the same terms as prior to the mailing of such Extension Notice.
Notwithstanding the foregoing, not later than 20 days
prior to the old Stated Maturity, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period, by
causing the Trustee to mail notice of such higher interest rate,
as the case may be, first class, postage prepaid, to the Holder
hereof. Such notice will be irrevocable. In such case, this
Security will bear such higher interest rate for the Extension
Period, whether or not tendered for repayment.
If the Company extends Stated Maturity, the Holder
hereof will have the option to elect repayment hereof by the
Company on the old Stated Maturity at a price equal to the
principal amount hereof, plus any interest accrued to such date.
In order to exercise such option, the Holder hereof must follow
the procedures set forth for optional repayment, except that
(1) the period for delivery of this Security or notification to
the Trustee will be at least 25 but not more than 35 days prior
to the old Stated Maturity and (2) a Holder who has tendered for
repayment pursuant to an Extension Notice may, by written notice
to the Trustee, revoke any such tender for repayment until the
close of business on the tenth day before the old Stated
Maturity.
Unless otherwise indicated on the face of this
Security, this Security may not be redeemed prior to Stated
Maturity. If so indicated on the face of this Security, this
Security may be redeemed, at the option of the Company, on any
date on or after the date set forth on the face hereof, either in
whole or from time to time in part at a redemption price equal to
100% of the principal amount redeemed, together with interest
accrued and unpaid thereon to the date of redemption. Notice of
redemption shall be mailed to the Holders of the Securities
designated for redemption at their addresses as the same shall
appear in the Security Register not less than 30 and not more
than 60 days prior to the date of redemption, subject to all the
conditions and provisions of the Indenture. In the event of any
redemption, the Company will not be required to (1) issue,
register the transfer of, or exchange any Security during a
period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending at the close of
business on the date of mailing of the relevant notice of
redemption or (2) register the transfer or exchange of any
Security, or any portion thereof, called for redemption, except
the unredeemed portion of any Security being redeemed in part.
Only a new Security or Securities for the amount of the
unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
If so provided on the face of this Security, the
Security will be subject to repayment at the option of the Holder
on the date or dates so indicated on the face hereof. If no date
or dates for such repayment are set forth on the face hereof,
this Security will not be repayable at the option of the Holder
prior to Stated Maturity. On an optional repayment date, if any,
this Security will be repayable in whole or in part in increments
of $1,000 at the option of the Holder at a price equal to 100% of
the principal amount to be repaid, together with interest thereon
payable to the date of repayment, if the "Option to Elect
Repayment," duly completed and received by the Company in
accordance with the terms of this Security, is received by the
Company not more than 60 nor less than 30 days prior to the date
or dates of repayment set forth on the face hereof. In the event
of repayment of this Security in part only, a new Security for
the unrepaid portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
If an Event of Default with respect to Securities of
this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
Unless otherwise specified on the face hereof, if
(1) this Security is issued with original issue discount (as
defined in the Internal Revenue Code of 1986, as amended) and
(2) the principal hereof is declared to be due and payable
immediately, the amount of principal due and payable with respect
hereto shall be limited to the Principal Amount hereof multiplied
by the sum of the Issue Price hereof (expressed as a percentage
of the Principal Amount hereof) plus the original issue discount
amortized from the Original Issue Date to the date of
declaration, which amortization shall be calculated using the
"interest method" (computed in accordance with generally accepted
accounting principles in effect on the date of declaration).
The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal
amount of the Securities at the time outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of not less than a majority in principal
amount of the outstanding Securities of any such series to waive
compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security
issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
No reference herein to the Indenture and no provisions
of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional,
to pay the principal of, premium, if any, and interest on this
Security at the times, places and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits
Holder's rights to enforce the Indenture and this Security.
This Security is exchangeable only if (1) the
Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for this Global Security or if at any time
the Depositary ceases to be a clearing agency registered under
the Securities Exchange Act of 1934, as amended, and a successor
Depositary is not appointed within the time specified in the
Indenture, or (2) the Company in its sole discretion determines
that all Global Securities of the same series as this Security
shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form. If
this Security is exchangeable pursuant to the preceding sentence,
it shall be exchangeable for definitive Securities of differing
denominations aggregating a like amount in registered form in
denominations of $1,000 and integral multiples of $1,000 in
excess thereof, bearing interest at the same rate, having the
same date of issuance, redemption provisions, if any, Stated
Maturity and other terms.
The Depositary will not sell, assign, transfer or
otherwise convey any beneficial interest in this Security unless
such beneficial interest is in an amount equal to $1,000 or an
integral multiple of $1,000 in excess thereof. The Depositary,
by accepting this Security, agrees to be bound by such provision.
No service charge shall be made for any such
registration of transfer or exchange, but the Company may require
payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
Prior to due presentment of this Security for
registration of transfer, the Company, the Trustee and any agent
of the Company or the Trustee may treat the person in whose name
this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and none of the Company,
the Trustee or any such agent shall be affected by notice to the
contrary.
THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTITUTED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.
All terms used in this Security which are defined in
the Indenture shall have the meanings assigned to them in the
Indenture.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed under its corporate seal as of the
Dated Date set forth on the face hereof.
INTERNATIONAL LEASE FINANCE CORPORATION
[Seal]
By: __________________________________
Chairman of the Board
__________________________________
President
Attest:
__________________________________
Secretary
Unless the certificate of authentication hereon has
been executed by U.S. Bank Trust National Association (successor
to Continental Bank, National Association), the Trustee under the
Indenture, or its successor thereunder, by the manual signature
of one of its authorized signatories or authorized Authenticating
Agents, this Note shall not be entitled to any benefits under the
Indenture, or be valid or obligatory for any purpose.
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein referred to in the within-mentioned Indenture.
Date of Registration:
U.S. BANK TRUST NATIONAL
ASSOCIATION,
as Trustee
By ______________________________
Authorized Signatory
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as
though they were written out in full according to applicable laws
or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship
and not as tenants in common
UNIF GIFT MIN ACT - _____________ Custodian ___________________
(Cust) (Minor)
under Uniform Gifts to Minors Act _____________________________
(State)
Additional abbreviations may also be used though not in the above
list.
______________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
Please insert Social Security or Other
Identifying Number of Assignee ____________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
______________________________________________________
______________________________________________________
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
_____________________________________________________ Attorney
to transfer said Note on the books of the Company, with full
power of substitution in the premises.
Dated: ________________________________
___________________________________
___________________________________
Notice: The signature to
this assignment must correspond
with the name as written on the
face of the within instrument
in every particular, without
alteration or enlargement,
or any change whatever.
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and
instructs the Company to repay the within Security (or portion
thereof specified below) pursuant to its terms at a price equal
to the principal amount thereof, together with interest to the
repayment date, to the undersigned.
The undersigned acknowledges that for the within
Security to be repaid, the Company must receive at the offices or
agencies of the Trustee in St. Paul, Minnesota or The City of New
York, during the period specified in this Security (1) the
Security with this "Option to Elect Repayment" form duly
completed, or (2) a telegram, telex, facsimile or letter from a
member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a
trust company in the United States of America setting forth the
name of the Holder of the Security, the principal amount of the
Security, the amount of the Security to be repaid, a statement
that the option to elect repayment is being exercised thereby and
a guarantee that the Security to be repaid with the "Option to
Elect Repayment" form duly completed will be received by the
Company not later than five Business Days after the date of such
telegram, telex, facsimile transmission or letter and such
Security and form duly completed are received by the Company by
such fifth Business Day. Any such notice received by the Company
during the period specified in this Security shall be
irrevocable.
If less than the entire principal amount of the within
Security is to be repaid, specify the portion thereof (which
shall be $1,000 or an integral multiple thereof) which the Holder
elects to have repaid: $______________; and specify the
denomination or denominations (which shall be $1,000 or an
integral multiple thereof) of the Security or Securities to be
issued to the Holder for the portion of the within Security not
being repaid (in the absence of any such specification, one such
Security will be issued for the portion not being repaid):
$______________.
Dated:
__________________________________
Note: The signature to this
Option to Elect Repayment must
correspond with the name as
it appears upon the face of
the within Security in every
particular without alteration or
enlargement or any change whatever.
<PAGE>
March 19, 1999
412,190-009
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Re: Up to $750,000,000 Aggregate Principal Amount of
Medium-Term Notes, Series K of International Lease
Finance Corporation (the "Notes")
Laides 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. 333-74095) (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 U.S. Bank 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 19, 1999 among the Company
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc., Morgan Stanley &
Co. Incorporated, Chase Securities Inc., NationsBanc Montgomery
Securities LLC, Goldman, Sachs & Co. and Lehman Brothers Inc. will
be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms,
except as limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally
(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 and, if applicable,
is subject to provisions of law which may require that a judgment
for money damages rendered by a court in the United States be
expressed in United States Dollars.
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 March 19, 1999.
Respectfully submitted,
/S/ O'Melveny & Myers LLP
